European Minerals and Lero Gold Complete Business Combination
June 19 2008 - 1:35PM
Marketwired Canada
European Minerals Corporation ("EMC") (TSX:EPM)(AIM:EUM) and Lero Gold Corp.
("Lero") (TSX VENTURE:LER) are pleased to announce the completion of the
previously announced business combination.
The common shares of EMC issued in connection with the transaction are listed on
the Toronto Stock Exchange. Application will shortly be made for the common
shares to be admitted to trading on AIM. Following completion of this
transaction, EMC has 456,709,227 common shares outstanding. The common shares of
Lero will be halted trading today and are expected to be de-listed from the TSX
Venture Exchange on or about the close of business on Tuesday, June 24, 2008.
As described in the joint press release dated 18 April 2008, the combined
company will be a well-financed production, exploration and development company
focused on base and precious metals mining and growth opportunities in the
countries of the former Soviet Union. At the EMC AGM and special meeting of
shareholders to be held in London on 24 June 2008, the combined company expects
to change its name to Orsu Metals Corporation ("Orsu"). Appointments of the
following Directors within the combined company are effective subject to
completion of regulatory formalities and nominations are due to be approved at
the previously mentioned EMC AGM and special meeting of shareholders: Dr. Sergey
V. Kurzin is appointed to the position of Executive Chairman, and Dr Alexander
Yakubchuk as Chief Executive Officer. Tony Williams and Barry Rayment are both
standing down from the EMC board.
The current Directors of EMC, Mr Bert Kennedy, Mr Merfyn Roberts and Mr Timothy
Hanford will continue as directors of the combined company while the Chairman of
JSC Varvarinskoye, Mr Takhirzhan Baratov has been appointed as a Director within
the combined company effective immediately.
In addition, senior management of the combined company will comprise Mr Randy
Reichert as Chief Operating Officer ("COO"), Mr Petro Mychalkiw as Chief
Financial Officer ("CFO") and Mrs Tania Tchedaeva as Company Secretary.
EMC's financial advisor in respect of the business combination is Endeavour
Financial International Corporation and its Canadian counsel is Macleod Dixon
LLP. Lero's financial advisor is Canaccord International Ltd and its Canadian
counsel is McCullough O'Connor Irwin LLP.
Commenting on the completed business combination, Dr Sergey V. Kurzin, Chairman
of Lero, said:
"I am pleased this merger has been completed, thus positioning the combined
business as a premier growth company which has the ability to fund new growth
largely from its expected operating cash flow. The primary thrust of the company
will be to bring the Varvarinskoye copper-gold mine in Kazakhstan up to design
production levels, whilst at the same time aggressively continue the exploration
and development of its copper-gold projects in Kyrgyzstan and Kazakhstan and
pursue new opportunities and acquisitions in the countries of the Former Soviet
Union."
Tony Williams, the former Chairman of EMC, added:
"The completion of this business combination has led to the creation of a
financially stable, base and precious metals exploration and producing company.
Shareholders will not only benefit from the experience of Dr Kurzin's team of
highly skilled management, but of a board of Directors which has considerable
experience in mining within the states of the former Soviet Union."
Mr Takhirzhan Baratov, a Kazakh citizen, is Executive Director of EMC for
Central Asia and Kazakhstan and currently holds the position of Chairman of the
Board of JSC Varvarinskoye. Born in 1960, Takhir graduated from the Kazakh State
University in 1986, specialising in applied mathematics. Since the early 1990s
he has held mining directorships within various international natural resource
companies such as European Minerals, Steppe Gold, Zincox and Ennex International
plc. Mr Baratov also holds the positions of Director General of Muzbel LLP and
Deputy Director General of GRK Kazakhstan Nickel LLP and Director of Oriel
Resources plc ("Oriel").
Dr Alexander Yakubchuk joined Lero in January 2008 as a consultant, bringing
more than 14 years experience gained in the states of the FSU, including Russia,
Kazakhstan, Kyrgyzstan and Uzbekistan, as well as internationally in Australia,
Mongolia, China, Canada, and some European countries. Most recently he held the
position of Exploration Manager for Europe and the FSU for Gold Fields. Dr
Yakubchuk has previously worked and consulted to companies such as BHP-Billiton,
Norlisk Nickel, Goldcorp, Rio Tinto, World Bank and Inco and previously lectured
as an Associate Professor at Lomonosov Moscow State University for 5 years.
Mr Randy Reichert, Canadian, was most recently Oriel's COO responsible for
organising, controlling and supervising Oriel's producing and operating assets.
Randy was in charge of the commissioning and operating of the Tikhvin
ferrochrome smelter, Russia and played a significant role in transitioning the
smelter from construction to operation and increasing smelter throughput. Before
joining Oriel, Randy spent over 5 years in Russia with Bema Gold, now Kinross
Gold Corporation, as General Manager, Operations of the Kupol gold mine in
Chukotka, Russia. Between 2002 and 2006 Randy was General Manager for the
Julietta gold mine in Magadan, Russia. He holds a B.A.Sc (Mining and Mineral
Processing) from UBC, an M.Sc (Engineering) from Queen's University, and a GDBA
from Simon Fraser University.
Mr Petro Mychalkiw, British, was previously Oriel's Treasurer and Head of
Corporate Finance, where he was responsible for strategic financial and tax
planning, treasury, mergers and acquisitions, debt and equity financing. Prior
to that position, he was Oriel's Regional Finance Director, Kazakhstan during
which time he was responsible for tax planning, contract negotiations and
financial reporting and was a vital part of the team which not only secured
December 2006's US$120m project financing deal for the Voskhod chrome project
with the Eurasian Development Bank, Bayerische Hypo- und Vereinsbank AG and
WestLB AG, but was awarded the prestigious 2006 European Mining Deal of the Year
award from Project Finance Magazine. Prior to joining Oriel, British-born Petro
held the position of Divisional Finance Director for Tribal Group plc, the LSE
listed provider of consulting, IT and professional support services.
Mrs Tania Tchedaeva, a Russian-born British citizen, is a Chartered Company
Secretary and a member of the Institute of Chartered Secretaries and
Administrators (ICSA). She is graduating with Masters in Finance from the London
Business School in July 2008. Tania has been working as Assistant Company
Secretary in Oriel Resources Plc for the past four years and co-ordinated such
transactions as the November 2006 reverse takeover of IPH Polychrom Holdings
B.V. and the recent takeover of Oriel by Mechel OAO. She has been also working
as part-time Assistant Company Secretary for Lero since its readmission to
trading at the Toronto Venture Stock Exchange in July 2006.
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