Endeavour Mining and Adamus Resources to Merge and Create a New Growth Focused West African Gold Producer

GEORGE TOWN, Grand Cayman and PERTH, Western Australia, Aug. 21, 2011 /CNW/ --
GEORGE TOWN, Grand Cayman and PERTH, Western Australia, Aug. 21, 2011
/CNW/ - Endeavour Mining Corporation ('Endeavour') (TSX:EDV) and Adamus
Resources Limited ('Adamus') (ASX:ADU, TSX-V: ADU, FSE: AXM) are
pleased to announce they have entered into a definitive Merger
Implementation Agreement ('MIA') to combine through an all-stock merger
of equals transaction creating a new growth focused West African gold
producer (the 'Merged Entity').  Endeavour intends to invest at least
US$160 million from its current cash balance to relieve the constraints
of Adamus' Nzema project finance structure, including repayment of the
US$60 million project loan and at least US$100 million towards
reduction of hedged gold volumes.   The Merged Entity is forecasting
2011 gold production of 172,000 ounces from two mines (Youga Gold Mine
in Burkina Faso and Nzema Gold Mine in Ghana) at a cash cost per ounce
of US$575- $625(1).  The gold production rate is expected to be approximately 250,000
ounces per year by the end of 2013 from existing assets (including
Agbaou).  In addition, the Merged Entity has an acquisition growth
strategy to more than double this gold production rate by the end of
2013(2).

The merger will be implemented as a Scheme of Arrangement under the
Australian Corporations Act ('Scheme').  Adamus shareholders will
receive 0.285 of an Endeavour share for each Adamus share they hold. 
This exchange ratio has been determined using the ratio of Endeavour's
and Adamus' volume weighted average trading prices over the 20 trading
days ended on August 19, 2011 on the TSX and ASX, respectively.  Upon
completion of the Scheme, existing Endeavour shareholders and Adamus
shareholders will own approximately 47.2% and 52.8%, respectively, of
the issued common shares of the Merged Entity.  On a fully-diluted
basis, which assumes all existing Endeavour and Adamus options,
warrants and share rights are exercised, the existing Endeavour
securityholders and Adamus securityholders would own approximately 55%
and 45%, respectively, of the issued shares of the Merged Entity.

-----------------------

(1) Excludes royalties, refining, freight and non-cash adjustments

(2) There are no acquisitions currently being negotiated

Highlights of the Merger:

    --  Creates a leading West African gold production, development and
        exploration company as a platform for future growth and
        acquisitions.

    --  Combines experienced management teams and board of directors.

    --  Strong cash generation from two operating gold mines with pro
        forma 2011 gold production of 172,000 ounces (Youga Gold Mine,
        in Burkina Faso and Nzema Gold Mine, in Ghana) - de-risking the
        standalone companies.

    --  With a construction decision to be made in Q1 2012 for the
        Agbaou feasibility stage project in Côte d'Ivoire, the
        production growth profile is expected to be approximately
        250,000 ounces per year by the end of 2013 from existing
        assets.

    --  Adamus' proven mine building track record, having successfully
        commissioned the Nzema Gold Mine, will enhance the construction
        of the Agbaou feasibility stage project in Côte d'Ivoire.

    --  Extensive exploration portfolio in highly prospective regions
        of Ghana, Burkina Faso, Côte d'Ivoire, Liberia and Mali with a
        land package totaling over 10,400km(2).

    --  Pro forma financial strength totalling US$516 million from
        Endeavour's US$195 million cash and marketable securities,
        Adamus' US$21 million cash, a new, undrawn, credit-approved
        US$200 million revolving corporate loan facility provided by
        Unicredit Bank AG (subject to completion of the Scheme,
        execution of final facility agreements and satisfaction of the
        facility's conditions) and approximately US$100 million from
        any future exercise of all Endeavour options and warrants with
        an exercise price of CDN$2.50 or less.

    --  Financial strength will relieve constraints from Adamus' Nzema
        project finance structure and support the Merged Entity's
        growth objectives.  Post-closing, the Merged Entity intends to
        fully repay the Nzema US$60 million project debt and intends to
        invest at least US$100 million to significantly reduce gold
        hedging volumes.  This will result in greater leverage to the
        gold price, increased operating cashflow and EBITDA, and
        increased management flexibility.

Management & Governance

On completion of the Scheme, Neil Woodyer from Endeavour will be Chief
Executive Officer and Mark Connelly from Adamus will be Chief Operating
Officer, of the Merged Entity.  The Merged Entity's operational
management will be led from Perth, Australia and will report to the
Chief Operating Officer.

Michael E. Beckett will be Non-Executive Chairman of the Merged Entity. 
In addition, the Board of Directors of the Merged Entity will comprise
three nominees from each of Adamus and Endeavour.  Adamus' nominees are
Mark Connelly, Martin Reed, and Dr. Antony Harwood.  Endeavour's
nominees are Neil Woodyer, Jorge L. Gamarci, and Wayne McManus.

Board of Directors' Recommendations

The Board of Directors of Adamus unanimously recommends to Adamus
shareholders that they approve the Scheme (in the absence of a superior
proposal for Adamus and subject to an Independent Expert opining that
the Scheme is in the best interests of Adamus shareholders).  Each
director of Adamus will vote the voting rights attached to all Adamus
shares over which he has control in favour of any resolutions to be
considered at the Adamus shareholders' meeting to implement the Scheme
and any other transaction in connection with the Scheme (in the absence
of a superior proposal for Adamus and subject to an Independent Expert
opining that the Scheme is in the best interests of Adamus
shareholders).

The Board of Directors of Endeavour unanimously recommends to Endeavour
shareholders that they vote in favour of the resolutions to be
considered at the Endeavour shareholders' meeting (in the absence of a
superior proposal for Endeavour).  Each director of Endeavour will vote
the voting rights attached to all Endeavour shares over which he has
control in favour of the resolutions to be considered at the Endeavour
shareholders' meeting (in the absence of a superior proposal for
Endeavour).  GMP Securities L.P. has stated to the Board of Directors
of Endeavour that the consideration to be offered is fair, from a
financial point of view, to the Endeavour shareholders. The Board of
Directors of each of Adamus and Endeavour have determined that the
proposed business combination is in the best interests of their
respective shareholders based on a number of factors, including
financial advice received from their respective financial advisors.

Commenting on the business combination Mark Connelly, Managing Director
and CEO of Adamus said:

    'This transaction delivers considerable value to Adamus
    shareholders through the combination of our proven mine development
    skills and materially enhanced financial flexibility from
    Endeavour.  This enables accelerated growth through the combined
    portfolio of development and exploration projects.'

Neil Woodyer, CEO of Endeavour commented:

    'This combination will create a stronger and better positioned
    company with the financial strength to grow through strategic
    acquisitions.  Merging with Adamus is a significant step forward as
    we seek to become a mid-tier gold producer.  Our financial strength
    will unlock value and increase operating flexibility through our
    ability to repay the Nzema project finance facility, significantly
    reduce Nzema's gold hedge and fully fund development of Agbaou.  We
    look forward to working with Mark Connelly and his team's West
    African mine building experience which will enhance our Agbaou mine
    development team and future projects.'

Michael E. Beckett, Chairman of Endeavour commented:

    'As Chairman, I am pleased to recommend this combination which
    includes a solid plan for complementary integration of management
    skills from both organizations.  The combined company led by Neil
    Woodyer and Mark Connelly will be well positioned to achieve its
    exciting growth objectives.'

Transaction Structure and Terms

Pursuant to the MIA entered into between Endeavour and Adamus, it is
proposed that Endeavour will acquire all the issued ordinary shares of
Adamus by way of a Scheme of Arrangement under the Australian
Corporations Act 2001.  Under the terms of the Scheme, Adamus
shareholders will receive 0.285 Endeavour common shares for each
existing Adamus ordinary share they hold.  Endeavour shareholders will
continue to hold their existing Endeavour common shares.  It is
expected that Adamus shareholders resident in Australia will generally
be eligible for capital gains tax rollover in respect of the proposed
merger, subject to obtaining a class ruling from the Australian Tax
Office.

Endeavour plans to establish an Australian listing of its shares to
increase its international profile and enable Adamus shareholders to
trade the new Endeavour shares they receive on the ASX.

The merger is subject to regulatory, Australian Court, shareholder, and
third party approvals, together with other customary conditions. 
Regulatory approvals include approval by the Australian Foreign
Investment Review Board, and ASX and TSX approvals in respect of the
issue of new Endeavour shares under the Scheme.

A Scheme Booklet setting out the terms of the merger, Independent
Expert's Report and the reasons for the Adamus Directors'
recommendations is expected to be circulated to all Adamus shareholders
in October 2011.  A meeting of Adamus shareholders to consider the
Scheme is expected to be held in November 2011 and the merger is
expected to be implemented by December 2011.  The merger is conditional
upon approval by 75% of the number of votes cast, and 50% of the number
of Adamus shareholders present and voting, at the meeting of Adamus
shareholders.

In addition to the approval by Adamus shareholders, the merger is
conditional upon Endeavour shareholders approving the issuance of
Endeavour shares required to implement the merger by a simple majority
of the Endeavour shares that are voted at a shareholder meeting to be
held in November 2011.

The MIA also contains customary and reciprocal deal protection
mechanisms, including no shop and no talk provisions, matching and
notification rights in the event of a competing proposal and a mutual
break fee payable by Endeavour or Adamus in specified circumstances.

The MIA may be accessed via SEDAR (www.sedar.com), under the profiles of Endeavour and Adamus, the electronic filing
system for the disclosure of Canadian public companies.  The MIA will
also be released to the ASX by Adamus in a contemporaneous
announcement.

Indicative Timetable for Completion

 _________________________________________________________________
|Announcement of proposed merger                |21/22 August 2011|
|_______________________________________________|_________________|
|Dispatch Scheme Booklet to Adamus              |October 2011     |
|Shareholders                                   |                 |
|_______________________________________________|_________________|
|Dispatch TSX Circular to Endeavour Shareholders|October 2011     |
|_______________________________________________|_________________|
|Adamus Scheme Meeting                          |November 2011    |
|_______________________________________________|_________________|
|Endeavour Shareholders Meeting                 |November 2011    |
|_______________________________________________|_________________|
|Implementation of merger                       |December 2011    |
|_______________________________________________|_________________|

Advisors and Counsel

Adamus' financial advisor is CIBC Australia Ltd and its Australian legal
counsel is Allion Legal and its Canadian legal counsel is Fraser Milner
Casgrain LLP.

Endeavour has retained GMP Securities L.P. to provide an independent
Fairness Opinion and its Canadian legal counsel is Stikeman Elliott and
Australian legal counsel is Allens Arthur Robinson.

Qualified Person

Mr. David Laing, MIMMM and Senior Vice-President, Operations of
Endeavour, is the Qualified Person who has reviewed and approved
Endeavour's mining technical information included in this news release.

Mr. Martin Bennett, Member of the Australasian Institute of
Geoscientists and General Manager Exploration and Business Development
of Adamus, is the Qualified Person who has reviewed and approved
Adamus' mining technical information included in this news release.

Conference Calls and Webcast Information

Two live joint conference calls, hosted by Mark Connelly, Managing
Director/CEO of Adamus and Neil Woodyer, CEO of Endeavour, have been
scheduled to accommodate Australian and North American time zones. 
Interested parties are invited to participate.

An Endeavour and Adamus joint management presentation is available on
the homepage of the Endeavour at www.endeavourmining.com and Adamus websites at www.adamusresources.com.au.

Monday, August 22, 2011 - 10:30am (Sydney), 8:30am (Perth)

    Which is equivalent to Sunday, August 21, 2011 - 8:30pm (Toronto),
    5:30pm (Vancouver)

    Please access from Adamus and Endeavour websites, the V-Call website at
    www.investorcalendar.com,
    or by calling the operator prior to the scheduled start time at the
    following numbers:

    Australia          0011-800-2246-2666

    North America   1-201-689-8565 or toll-free  1-877-407-0778

Monday, August 22, 2011 - 11:00am (Toronto),  8:00am (Vancouver),
11:00pm (Perth)

    Which is equivalent to Tuesday, August 23, 2011 - 1:00am (Sydney)

    Please access from Endeavour and Adamus websites, the V-Call website
    at
    www.investorcalendar.com
    or by calling the operator prior to the scheduled start time at the
    following numbers:

    Australia          0011-800-2246-2666

    North America   1-201-689-8565 or toll-free  1-877-407-0778

About Endeavour Mining Corporation

Endeavour is a gold producer committed to growing its business and
enhancing shareholder value. Endeavour owns the Youga Gold Mine in
Burkina Faso, and an attractive pipeline of exploration and development
projects in West Africa. Endeavour owns the Agbaou feasibility stage
project, one of the largest undeveloped gold deposits in Côte d'Ivoire,
and has a 40% interest in the permitting stage Finkolo Gold Joint
Venture in Mali. Endeavour also has a 38.5% interest in Namibia Rare
Earths Inc., which owns the Lofdal Rare Earth Project in Namibia.

For more information, please visit www.endeavourmining.com

About Adamus Resources Limited

Adamus' primary focus is on expanding the economic potential of the
Nzema Gold Project in Ghana, West Africa. First gold production was
achieved in January 2011 and commercial production was declared on 1
April 2011. The Nzema Project encompasses approximately 665km² of
tenure in the Ashanti Gold Belt in Ghana. Adamus also holds three
Mineral Reconnaissance Licenses in the Republic of Liberia, covering an
area of 3,107km² making Adamus one of the largest exploration property
holders in Liberia.

For more information please visit www.adamusresources.com.au

Neither the Toronto Stock Exchange nor TSX Venture Exchange has reviewed
and do not accept responsibility for the adequacy or accuracy of this
release. The foregoing information may contain forward-looking
information relating to the future performance of Endeavour Mining
Corporation, Adamus Resources Limited, and the combined entity.
Forward-looking information, specifically, that concerning future
performance including forecasted gold production, is subject to certain
risks and uncertainties, and actual results may differ materially.
These risks and uncertainties are detailed from time to time in
Endeavour and Adamus' filings with the appropriate securities
commissions. 

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