Endeavour Mining PLC — Regulatory Filings 2021

Jun 21, 2021

NOTICE OF CHANGE IN CORPORATE STRUCTURE
Pursuant to section 4.9 of National Instrument 51-102
Continuous Disclosure Obligations

Item 1 Names of the parties to the transaction:

Endeavour Mining Corporation (“Old Endeavour”)

Endeavour Mining plc (“New Endeavour”)

Item 2 Description of the transaction:

On June 11, 2021, Old Endeavour implemented a scheme of arrangement under section 86 of the Cayman Companies Act, pursuant to which all of the issued and outstanding share capital of Old Endeavour was transferred to New Endeavour in consideration for the issuance to Old Endeavour shareholders of one ordinary share of New Endeavour for each ordinary share of Old Endeavour (the “Scheme”).

Shareholders of Old Endeavour voted to approve the Scheme at the meeting of Old Endeavour shareholders convened by the Cayman Islands Court and held on May 25, 2021. The Scheme was sanctioned by the Cayman Islands Court at a court hearing held on June 9, 2021.

Item 3 Effective date of the transaction:

June 11, 2021.

Item 4 Name of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity

Old Endeavour will apply to cease to be a reporting issuer (or equivalent thereof) in all applicable Canadian jurisdictions.

New Endeavour will become a reporting issuer in each of the Provinces of Canada.

Item 5 Date of reporting issuer’s first financial year-end subsequent to the transaction

Not applicable.

Item 6 Periods, including comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer’s first financial year subsequent to the transaction

Not applicable.

Item 7 Documents filed under this Instrument that described the transaction and where those documents can be found in electronic format

Not applicable.

Dated June 21, 2021