AMN - GOLD: Endeavour Mining and SEMAFO to combine

Endeavour Mining Corporation and SEMAFO Inc have entered into a definitive agreement whereby Endeavour will acquire all of the issued and outstanding securities of SEMAFO by way of a Plan of Arrangement under the Business Corporations Act. The transaction will create a top 15 global gold producer and the largest in West Africa with six operations, more than 1 million ounces of production in 2020 and an attractive growth pipeline.

Due to the strong strategic rationale for local consolidation, both sets of Board of Directors have unanimously approved the transaction.

As well as creating a leading West African gold producer, the transaction will provide enhanced strategic positioning and greater ability to manage risks while benefiting from significant synergies.

Transaction rationale:

• Strategically positioned as the largest gold producer in both Cote d'Ivoire and Burkina Faso, which account for two-thirds of the highly prospective West African Birimian Greenstone Belt;
• Ability to leverage its size and established relationships in the region to become the partner of choice for governments and key stakeholders;
• Consolidates the Hounde belt in Burkina Faso to create a world-class mining district with two mines, exploration upside and strong future development potential;
• Ability to deliver synergies at the corporate, country and asset level through procurement and supply chain optimisation, centralised technical services, and enhanced security measures; and
• Combines a pool of extensive management experience and complementary expertise in open pit and underground mining, heap leach and CIL processing plants, project development and exploration.

The combined entity will benefit from four cornerstone mines, with combined production of over 800,000 ounces per year and increased capital allocation efficiency due to its enhanced project and exploration pipeline.

It brings together a diversified portfolio of six mines with strong cash flow capabilities, with the potential to further optimize the asset base. There is also an attractive growth project pipeline with optionality across the Fetekro, Kalana, Bantou and Nabanga projects.

Endeavour's chairman Michael Beckett said: "This combination will create one of the leading gold companies, with the largest portfolio of operating assets located entirely in West Africa. In addition to being immediately accretive on all key metrics, this transaction will enhance our scale as well as providing improved trading liquidity, greater asset diversification and a reduced risk profile for all shareholders.

"We will also continue to benefit from having La Mancha as a cornerstone shareholder, who will invest $100 million into to the combined entity and hold a 25 per cent interest on a pro forma basis."

Endeavour's president and CEO Sebastien de Montessus said: "This combination offers a rare opportunity to bring together two leading West African mine operators with a shared strategic vision, complementary assets, and management teams with a proven track record.

"We believe this transaction represents a compelling value equation for both sets of shareholders with the potential for a meaningful re-rating, whilst providing increased asset diversification and enhancing our ability to manage risks within the business.

"Together, we will create a leading West African gold company with production of more than 1 million ounces of gold annually, supported by a robust pipeline of development projects and a significantly enhanced exploration portfolio focused on the highly prospective Birimian Greenstone Belt.

"With both companies having recently completed build-out phases and mine ramp-ups, the combined business is well-positioned for a sustained period of strong cash flows.

"Our enhanced capital markets profile should provide added trading liquidity, free float and size, characteristics that investors are seeking in today's market environment, and we will continue to allocate capital in a disciplined and efficient manner with a focus on maximising shareholder returns."

SEMAFO's president and CEO Benoit Desormeaux said: "This transaction has received strong support from our key shareholders who recognise it as an exciting value-creating opportunity to bring together two companies with common values and shared cultures built on decades of successful West African experience. For our shareholders, this transaction offers the benefits of both an upfront premium and a significant re-rating opportunity within a stronger merged company.

"Our team, and I, are thrilled to be joining forces with Endeavour and we look forward to the opportunity to leverage our combined skill sets to create value for all shareholders. We will leverage our expertise in Montreal to build a technical hub to realise operational, technical and exploration synergies while advancing studies on our enhanced project pipeline."

www.endeavourmining.com