Lero Gold Corporation
TSX VENTURE : LER

Lero Gold Corporation
European Minerals Corporation
TSX : EPM
AIM : EUM

European Minerals Corporation

May 13, 2008 16:30 ET

Lero Gold Corp. and European Minerals Announce Definitive Business Combination Agreement

LONDON, UNITED KINGDOM--(Marketwire - 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.

Contact Information

  • 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