European Minerals Corp (EMC) and Lero Gold 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. The directors of both companies 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. The combined company will focus on regional consolidation and growth opportunities in the countries of the former Soviet Union. Among the salient terms of the acquisition and characteristics of the combined company are that upon closing, 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 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 Corp.
Concurrent with this announcement of the Acquisition, Lero announces a C$40,000,000 “bought deal” financing with Canaccord Adams, details of which are set out below. Of this financing, US$25 million will be lent by Lero to EMC prior to closing of the Acquisition on the terms outlined below.
Endeavour Mining Capital has agreed to provide a $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 Varvarinskoy 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 oz of gold and 26 Mlb of copper annually in its first three years of production.
As previously announced, 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 Mt/y.
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 kilometer 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 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 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.”
