Lero Gold Corporation

Lero Gold Corporation
European Minerals Corporation

European Minerals Corporation

April 18, 2008 09:02 ET

European Minerals to Acquire Lero Gold; Creates Regional Consolidation & Growth Company Focused in the Countries of the Former Soviet Union

LONDON, UNITED KINGDOM--(Marketwire - April 18, 2008) -


European Minerals Corporation ("EMC")(TSX:EPM)(AIM:EUM) and Lero Gold Corp. ("Lero")(TSX VENTURE:LER) are pleased to announce that they have entered into a binding heads of agreement pursuant to which EMC will acquire all of the outstanding common shares of Lero in exchange for common shares of EMC pursuant to a plan of arrangement (the "Acquisition"). The directors of EMC and Lero believe that the Acquisition will create a well-financed gold/copper mining and production, development and exploration company with an exciting growth profile focused on regional consolidation in the countries of the former Soviet Union.

Under the terms of the Acquisition, Lero shareholders will receive one common share of EMC for each issued share of Lero, representing a value of C$0.98 per share based upon the 20-day volume weighted average price of EMC on the Toronto Stock Exchange (the "TSX") for the 20-day period leading up to and including April 17, 2008. This represents an 9% premium to Lero's 20-day volume weighted average trading price based on the 20-day volume weighted average prices of EMC and Lero shares on the TSX and TSX Venture Exchange, respectively.

Subject to receipt of required stock exchange approval, following the completion of the Acquisition, EMC's shares will continue to be listed on the TSX and admitted to trading on the AIM market of the London Stock Exchange ("AIM").

The combined company will focus on regional consolidation and growth opportunities in the countries of the former Soviet Union. Some of the salient terms of the Acquisition and characteristics of the combined company are set forth below:

- Upon the closing of the Acquisition, Dr. Sergey V. Kurzin, currently Chairman of Lero, will join the board of EMC as Executive Chairman, together with Dr Alexander Yakubchuk (currently Chief Executive Officer of Lero) and Mr Takhirzhan T. Baratov (currently the chairman of EMC's Kazakh subsidiary, JSC Varvarinskoye).

- At the next meeting of shareholders of EMC following the closing of the Acquisition, the name of EMC will be changed to Orsu Metals Corporation ("Orsu").

- Concurrent with this announcement of the Acquisition, Lero announces a C$40,000,000 "bought deal" financing with Canaccord Adams Limited, details of which are set out below. Of this financing, US$25 million will be lent by Lero to EMC (the "Lero Loan") prior to closing of the Acquisition on the terms outlined below.

- Endeavour Mining Capital Corp. has agreed to provide a US$5 million bridge loan to EMC for working capital purposes to be repaid upon the completion of the Lero Loan.

- EMC is currently commissioning the Varvarinskoye gold/copper project in Kazakhstan where commercial production is expected to be achieved by the end of Q3 2008. At steady state production the mine is expected to produce 149,000 ounces of gold and 26 million pounds of copper annually in its first three years of production.

- As previously announced (see EMC's press release dated 31 March 2008) EMC has appointed an independent engineering company to undertake a scoping study to engineer the expansion of the Varvarinskoye plant throughput beyond the currently planned 4.2 million tonnes per annum.

- Lero is currently exploring the Taldybulak Talas gold copper deposit in Kyrgyzstan and is also exploring at the Karchiga copper deposit in western Kazakhstan. Lero expects to announce National Instrument 43-101 compliant resource estimates for both properties by the end of April 2008.

- The board of directors of Lero believes there is substantial exploration upside at their Taldybulak Talas and Karchiga deposits and also within EMC's three square kilometre mining lease for Varvarinskoye and surrounding 220 square kilometre exploration licence.

Commenting on the transaction, Dr. Sergey V. Kurzin, Executive Chairman of Lero, said:

"Combining the Varvarinskoye cashflow and expansion potential with the Lero growth opportunities will position Orsu Metals Corporation to be a premier growth company with the ability to be a regional consolidator. The benefits of the strategic fit between Lero and EMC is something that I look forward to bringing to fruition for all shareholders. As global demand for gold and base metals remains strong, a well-funded Orsu Metals Corporation has a stable foundation from which to launch its growth and consolidation platform."

Tony Williams, Chairman of EMC, added:

"This business combination, together with Lero's concurrent financing stabilizes the enlarged group's financial position whilst we finish bringing Varvarinskoye up to commercial production levels. At the same time, I am delighted to see the additional growth potential of the Lero assets and the significant experience of the Lero management team in the FSU bringing immediate and long-term benefits to the EMC shareholders."

Summary of Transaction

The acquisition of Lero by EMC will be completed by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) whereby each Lero common share will be exchanged for one EMC common share. After completion of the transaction, prior to giving effect to the Lero Placing described below, it is expected that current EMC shareholders will own approximately 81% of the combined company (72% including the shares to be issued pursuant to the Offering (as defined below) and excluding the over-allotment option and the underwriters option each as described below) and current Lero shareholders will own approximately 19% (28% including the shares to be issued pursuant to the Offering (as defined below) and excluding the over-allotment option and the underwriters option each as described below and each on a non-diluted basis).

The Acquisition will be subject to, among other things, confirmatory legal and financial due diligence (technical due diligence has been completed), definitive documentation, approval by the holders of Lero common shares, satisfactory amendments to current EMC senior loan documents, regulatory and court approvals. A meeting of Lero shareholders to approve the Acquisition will be held as soon as practicable and a notice of meeting, information circular and related materials will be mailed to Lero shareholders on completion of the confirmatory due diligence and definitive documentation.

The Lero Loan will be an unsecured obligation of EMC. The Lero Loan will have a term to 31 December 2008 and will accrue interest at a rate of 10% per annum. Principal and accrued interest will be payable on maturity. In the event that the Acquisition is not completed pursuant to the terms of the heads of agreement, Lero may, at its sole discretion, subject to the approval of the TSX, convert the Lero Loan, including accrued interest, into common shares of EMC at a price equal to 95% of the market price of the common shares of EMC at the time of conversion.

If the transaction is not completed as a result of certain specified actions of EMC or Lero, such party has agreed to pay a break fee of C$3 million to the other. In addition, both EMC and Lero have provided each other with certain other customary undertakings, such as confidentiality and non-solicitation agreements.

Lero Placing

Lero also announced a bought-deal, private placement for gross proceeds of C$40,000,000 (the "Offering"). In addition, Lero will grant to Canaccord Adams Limited ("Canaccord") an over-allotment option of an equivalent of up to 15% of the Offering shares (C$6,000,000). Canaccord is the sole underwriter and bookrunner. Lero has also granted Canaccord the option to increase the Offering by up to an aggregate amount of common shares equal to proceeds of C$20,000,000.

The net proceeds from the proposed offering will be used primarily to fund the Lero Loan detailed above, to fund continued exploration and drilling on Lero's Taldybulak Talas and Karchiga projects, with the remainder being used for working capital and potential acquisitions.

EMC Nomad and Temporary cessation of trading on AIM

In light of the proposed Acquisition, Canaccord Adams Limited has resigned as nominated advisor and broker to EMC, effective 1:30 pm (BST) on Friday 18 April 2008, as required under Rule 22 of the AIM Rules for Nominated Advisors. Pursuant to Rule 1 of the AIM Rules for Companies, EMC's shares will, with effect from 1:30 pm (BST) on Friday 18 April 2008, be suspended from trading pending the appointment of a replacement Nominated Advisor. EMC is in discussions with regards to the appointment of a replacement Nominated Advisor and, upon their appointment, the suspension of EMC's shares from trading on AIM will be lifted. EMC's shares remain listed and posted for trading on the TSX.

Advisors and Counsel

EMC's exclusive financial advisor is Endeavour Financial International Corporation and its legal counsel is Macleod Dixon LLP. Lero's financial advisors are Canaccord International Limited and its legal counsel is McCullough O'Connor Irwin LLP.

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 in the process of completing the steady state commissioning of the mine and plant facilities at Varvarinskoye. 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 Kyrgyzstan and Kazakhstan, including other prospective regions along the Tien Shan Metallogenic Gold Belt in Central Asia.

Lero is currently exploring two key project areas in north western Kyrgyzstan and eastern Kazakhstan being the Taldybulak Talas Project (Kyrgyzstan) and the Karchiga Project (Kazakhstan). Additional information relating to Lero is available at www.SEDAR.com.

Qualified Persons

Bert Kennedy, EMC's President and Chief Executive Officer, is the "qualified person" (as such term is defined in National Instrument 43-101) responsible for the technical and scientific information in this news release relating to EMC.

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 or Lero, as applicable, 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 Lero Loan and 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 or Lero, as applicable, based on information currently available to it.
Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of EMC or Lero, as applicable, to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, 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 at EMC's Varvarinskoye Project 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 under the Lero Loan or to negotiate definitive agreements; delays in obtaining or failure to obtain required regulatory and shareholder approvals; inability by Lero or EMC 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 each of EMC and Lero believes that the assumptions inherent in the forward-looking information applicable to it 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 the adequacy or accuracy of this release.

Contact Information

  • European Minerals Corporation - United Kingdom
    Tony Williams
    +44 (0) 20 7529 7508
    European Minerals Corporation - United Kingdom
    Bert Kennedy
    President & CEO
    +44 (0) 20 7529 7508
    Lero Gold Corp. - United Kingdom
    Dr. Sergey V. Kurzin
    +44(0) 20 7514 0590
    Lero Gold Corp. - United Kingdom
    Alexander Yakubchuk
    +44(0) 20 7514 0590
    Lero Gold Corp. - United Kingdom
    Nick Clarke
    Executive Director
    +44(0) 20 7514 0590
    Bankside Consultants
    Michael Padley/ Michael Spriggs
    +44(0) 20 7367 8888
    Vanguard Shareholder Solutions Inc. - North America
    Keith Schaefer