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Message: European Minerals and Lero Gold Complete Business Combination

European Minerals and Lero Gold Complete Business Combination

posted on Jun 19, 2008 11:11AM

European Minerals and Lero Gold Complete Business Combination

TORONTO, ONTARIO, Jun 19, 2008 (Marketwire via COMTEX News Network) --

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.

SOURCE: European Minerals Corporation

European Minerals Corporation - United Kingdom
Bert Kennedy
+44 (0) 20 7529 7508
Website: www.europeanminerals.com
Lero Gold Corp. - United Kingdom
Dr. Sergey V. Kurzin
+44(0) 20 7514 0590
Lero Gold Corp. - United Kingdom
Alexander Yakubchuk
+44(0) 20 7514 0590
Lero Gold Corp. - United Kingdom
Gavin Dallas
Investor Relations
+44(0) 20 7518 3999
Website: www.lerogold.com
Bankside Consultants - United Kingdom
Michael Padley/ Michael Spriggs
+44(0) 20 7367 8888
Nomad - United Kingdom
Grant Thornton Corporate Finance
Gerry Beaney/Colin Aaronson
+44 (0) 20 7383 5100
Vanguard Shareholder Solutions Inc. - North America
Keith Schaefer
Email: [email protected]
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