VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 3, 2010) - Endeavour Silver Corp. (TSX:EDR - News; NYSE Amex:EXK)(DBFrankfurt:EJD) announced on September 27, 2010 an offer ("Endeavour Offer") to purchase all of the outstanding common shares ("Shares") of Cream Minerals Ltd. ("Cream") at a price of $0.12 per Share.THE OFFER IS OPEN FOR ACCEPTANCE UNTIL 8:00 A.M. (PACIFIC TIME) ON NOVEMBER 9, 2010.On November 1, 2010, the Cream Board of Directors announced that it had filed its supplementary directors' circular in which it made NO RECOMMENDATION to Cream shareholders in regards to the Endeavour Offer, and the Cream Board did not offer a better, or any, alternative offer.Cream Shareholders should note the following from the Cream Circular:
-- Capital West, Cream's financial advisor, regards the Endeavour Offer as
superior to a joint venture proposal by Minco Silver Corporation ("Minco
Proposal") from a financial point of view.
-- Notwithstanding Capital West's advice, the Board of Cream has elected to
make no recommendation to its shareholders on the Endeavour Offer and,
should less than 50.1% of the Shares be tendered to the Endeavour Offer
by the expiry date of November 9, 2010, the Board of Cream intends to
accept the Minco Proposal on November 10, 2010.
-- The Endeavour Offer is the only current offer to purchase Cream Shares.
28 companies were canvassed by Cream to make a superior offer for the
Shares and no competing offer has been made. The Board of Cream stated
that no such offer is currently expected.
-- The recent increases in the stock price of Cream were solely the result
of the Endeavour Offer, in the absence of which Cream Shares can be
expected to return to lower historic trading prices.
-- The trading price for Cream Shares has dropped to $0.115 per share which
is below the Offer price, indicating that the market does not believe a
superior offer will be made. There can be no assurance Cream
shareholders will be able to sell Shares in the future at $0.12 per
share if the Endeavour Offer is not successful.
The Minco Proposal is not a viable alternativeThere are significant risks and uncertainties related to the Minco Proposal including:
-- There is no obligation for Minco to incur work expenditures and earn an
additional 20% in the Nuevo Milenio project or to develop the property
at all. Cream will be required to contribute its share of expenses on
the Nuevo Milenio project, either on the basis of 50% if Minco fails to
exercise its option, or on the basis of 30% if Minco exercises its
-- The Minco Proposal is not irrevocable and can be withdrawn by Minco at
any time. The Minco Proposal is highly conditional in that it is subject
to due diligence by Minco to its satisfaction and it is also subject to
governmental, regulatory and stock exchange approvals which may include
-- There is no assurance that Cream will have sufficient funds to maintain
its interest in the Nuevo Milenio project and if its interest is diluted
to less than 10%, Cream's interest will convert to a 1% net smelter
-- Minco is a non-producing mineral exploration company whose principal
mineral property is located in China. Minco has no experience operating
in Mexico and holds no mineral interests in Mexico.
-- If Cream cannot implement the transaction contemplated by the Minco
Proposal, it will require additional financing. Current market
conditions, the challenging funding environment and the recent low
trading price of the Shares may make it difficult for Cream to raise
sufficient funds through equity financings. There can be no assurance
that the required funding will be available to the Company on acceptable
terms, or at all, and completion of future financings may result in
substantial dilution for Shareholders.
Each Cream shareholder should seriously consider the following question - do you really want to continue owning your Cream shares, given that:
-- Cream Incurs Substantial Operating Losses Every Year - $1.3 million to
date in 2010 (including $0.7 million on G&A) and $11.4 million since
2006 (including $4.0 million on G&A)
-- Cream Dilutes its Shareholders Every Year - 35% last year when the Nuevo
Milenio property was optioned to another company and 155% since 2006
Endeavour believes that Cream Shareholders who tender to the Offer will receive the following significant benefits:
-- Significant Premium: The offer price of Cdn$0.12 per Share represents a
premium of 76% over the average closing price of the Cream Shares of
$0.068 for the ten trading days ended September 24, 2010, and a
significant premium over Cream's average trading price for the past two
-- Immediate Liquidity and No Further Dilution: The Offer provides
Shareholders with a means of realizing immediate value and liquidity
without delay at a substantial premium and without assuming the risks
and dilution associated with further exploration and development of the
Nuevo Milenio Property.
-- Risk of Cream Resource Disclosure: Cream's mineral resources as
disclosed in their National Instrument 43-101 ("NI 43-101") reports on
the Nuevo Milenio Property were prepared by Cream's second largest
shareholder and a Director, not by independent consultants as required
under NI 43-101. In Endeavour's opinion, the resources are not compliant
with NI 43-101 and a substantial amount of work will be required to
confirm any resources in compliance with NI 43-101.
Shareholders are encouraged to review the Offer material for full details and act quickly. If you require additional copies of the Offer materials or require assistance tendering your shares, please contact Endeavour's Information Agent, Laurel Hill Advisory Group toll free at 1-877-304-0211 (416-304-0211 collect) or by email at firstname.lastname@example.org. A copy of these materials can also be accessed on SEDAR at www.sedar.com or the company's website at www.edrsilver.com.THE OFFER IS OPEN FOR ACCEPTANCE UNTIL 8:00 A.M. (PACIFIC TIME) ON NOVEMBER 9, 2010.Endeavour Silver Corp. is a small-cap silver mining company focused on the growth of its silver production, reserves and resources in Mexico. Since start-up in 2004, Endeavour has posted five consecutive years of growing silver production and resources. The organic expansion programs now underway at Endeavour's two operating silver mines in Mexico combined with its strategic acquisition and exploration programs should help Endeavour achieve its goal to become the next premier mid-tier silver mining company.ENDEAVOUR SILVER CORP.Bradford Cooke, Chairman and Chief Executive Officer