Endeavour Mining Corporation (TSX:EDV) entered into a definitive agreement to acquire SEMAFO Inc. (TSX:SMF) for CAD 1 billion on March 23, 2020. Under the transaction, Endeavour Mining Corporation will acquire all of the issued and outstanding securities of SEMAFO by way of a plan of arrangement under the Business Corporations Act (Québec), pursuant to which the common shares of SEMAFO will be exchanged at a ratio of 0.1422 Endeavour Mining Corporation ordinary shares for each one common share of SEMAFO. Upon closing, the existing shareholders of Endeavour Mining Corporation and SEMAFO will own approximately 70% and 30%, respectively, of the combined company on a fully-diluted in-the-money basis. La Mancha Holding S.à.r.l will hold an interest of approximately 25% in the combined entity on completion of the investment. La Mancha Holding S.à.r.l has entered into a binding investment commitment term sheet pursuant to which it committed to invest $100 million (CAD 143.93 million) in the pro-forma group.

The agreement includes customary provisions including non-solicitation provisions, a right to match any superior proposal, a $20 million (CAD 28.8 million) termination fee payable to SEMAFO under certain circumstances and a $20 million (CAD 28.8 million) termination fee payable to Endeavour Mining Corporation under certain circumstances. The senior executive team and the Board of Directors of Endeavour Mining Corporation will be enhanced by the new appointees from SEMAFO. The new Board of Directors will be comprised of ten directors, seven of whom will be nominated by Endeavour Mining Corporation and three of whom will be nominated by SEMAFO. Sébastien de Montessus will continue as Chief Executive Officer of the combined entity. Benoit Desormeaux will become President, and will oversee operational performance. Upon closing of the transaction, Martin Milette will be appointed Executive Vice President and Chief Financial Officer of the combined entity and will relocate to London, England, replacing Louis Irvine. The combined entity will continue to have its headquarters in London. SEMAFO's Montreal office will become the primary support office to the operations.

The transaction is subject to approval by a simple majority of the votes cast by the shareholders of Endeavour Mining Corporation, approval of 66 2/3% of votes cast by shareholders of SEMAFO, court approvals, applicable regulatory approvals including TSX approval and the satisfaction of certain other customary closing conditions. The special meeting of shareholders of SEMAFO will be held on May 28, 2020. The Boards of Directors of both Endeavour Mining Corporation and SEMAFO have unanimously approved the transaction and both Boards of Directors recommended that their respective shareholders vote in favor of the transaction. La Mancha Holding S.à.r.l, along with officers and directors of Endeavour Mining Corporation, who together control approximately 31.8% of the outstanding shares of Endeavour Mining Corporation, have entered into voting support agreements pursuant to which they have agreed to vote their ordinary shares in favor of the transaction. Officers and directors of SEMAFO have entered into voting support agreements pursuant to which they have agreed to vote their common shares in favor of the transaction. BMO Capital Markets provided a fairness opinion to the Board of Directors of Endeavour Mining Corporation stating that the exchange ratio is fair, from a financial point of view, to Endeavour Mining Corporation. On April 28, 2020, the transaction announced the receipt of an interim order from the Quebec Superior Court. Endeavour and SEMAFO will seek to obtain the final order in respect of the transaction from the Superior Court of Québec. On May 28, 2020, shareholder of Endeavour Mining and SEMAFO approved the transaction. SEMAFO appointed a special committee of independent directors to consider and make a recommendation with respect to the transaction. As of May 29, 2020, the Superior Court of Québec issued a final order approving the arrangement. As per filing on June 10, 2020, SEMAFO's application to delist its shares from the Nasdaq Stockholm has been accepted by the Nasdaq Stockholm, conditional on closing of the transaction. As a result, the last day of trading of SEMAFO shares over the Nasdaq Stockholm will be June 24, 2020 with trading suspended effective June 25, 2020. SEMAFO shares will continue to be listed and traded over the Toronto Stock Exchange until closing of the Endeavour transaction. As of June 26, 2020, the transaction received approval from Minister of Innovation, Science and Industry. The transaction is expected to close in June 2020. As of May 12, 2020, the transaction is expected to be completed before the end of June 2020. As of June 10, 2020 the transaction is expected to be completed on or around June 29, 2020. As of June 26, 2020, the transaction is expected to close on or around July 1, 2020. The transaction will be immediately accretive to Endeavour Mining Corporation on all key metrics.

Gleacher Shacklock LLP acted as financial advisor and Eva Bellissimo, Jason Gudofsky, Michel Gagné, Gabriel Querry, Raj Juneja, Shea Small and Diana Theophilopoulos of McCarthy Tétrault LLP acted as legal advisors for Endeavour Mining Corporation. Maxit Capital LP and National Bank Financial acted as financial advisor to SEMAFO and Melanie Shishler, Aaron Atkinson, Nicolas Morin, Paul Lamarre, Andrew Ellis and Jim Dinning of Davies Ward Phillips & Vineberg LLP acted as legal advisors for SEMAFO. Maxit Capital LP and National Bank Financial Inc. acted as fairness opinion providers to the Board of Directors and Special Committee of SEMAFO. Maxit Capital LP and National Bank Financial Inc. provided fairness opinions to, respectively, the Board of Directors and Special Committee of SEMAFO stating that the exchange ratio is fair, from a financial point of view, to SEMAFO shareholders. BMO Capital Markets acted as fairness opinion providers to the Board of Directors of Endeavour Mining Corporation. Norton Rose Fulbright Canada LLP acted as legal advisor for La Mancha Holding S.à.r.l. Computershare Trust Company of Canada acted as the transfer agent for SEMAFO. Computershare Investor Services Inc. acted as the transfer agent for Endeavour. Kingsdale Advisors acted as the proxy solicitor for SEMAFO and Endeavour who will receive CAD 0.1 million for its services plus out-of-pocket expenses and applicable taxes for each of SEMAFO and Endeavour.