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EUM Euro.Mins.

45.25
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Euro.Mins. LSE:EUM London Ordinary Share VGG3192Y1007 COM SHS NPV
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 45.25 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Re Joint Venture

14/05/2008 8:00am

UK Regulatory


    FOR:  EUROPEAN MINERALS CORPORATION

TSX SYMBOL:  EPM
AIM SYMBOL:  EUM

AND  LERO GOLD CORPORATION

TSX VENTURE SYMBOL:  LER

May 13, 2008

European Minerals and Lero Gold Corp. Announce Definitive Business Combination Agreement

LONDON, UNITED KINGDOM--(Marketwire - May 13, 2008) -

THIS NEWS RELEASE IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION
IN THE UNITED STATES.

European Minerals Corporation ("EMC") (TSX:EPM)(AIM:EUM) and Lero Gold Corp. ("Lero") (TSX
VENTURE:LER) are pleased to announce the signing of a definitive business combination agreement
pursuant to which EMC will acquire all of the outstanding common shares of Lero in exchange for common
shares of EMC.

The business combination is to be effected via a plan of arrangement (the "Arrangement"), as described
in the companies' joint news release of 18 April 2008 (the "Initial Release"). Under the Arrangement,
Lero shareholders will receive one common share of EMC for each one common share of Lero held. Warrant
and option holders of Lero will be entitled to receive one common share of EMC upon the due exercise
of each such warrant or option.

In addition to signing the definitive business combination agreement:

a) Lero closed its Cdn$66 million equity financing on 8 May 2008 (see Lero press release dated 8 May
2008);

b) EMC and Lero have closed the US$25 million interim loan from Lero to EMC as described in the
Initial Release, which allowed EMC to repay the US$5 million bridge loan from Endeavour Mining Capital
Corp; and

c) the parties have received an Interim Order of the Supreme Court of British Columbia to, among other
things, authorise and direct that a meeting of Lero shareholders be convened to consider and, if
thought fit, approve the Arrangement.

The Lero shareholder meeting to consider the Arrangement has been scheduled for 9:00a.m. in Vancouver,
Canada on 10 June 2008. An information circular in respect of that meeting, along with the business
combination agreement, will be mailed to Lero shareholders and posted on www.sedar.com.

The Arrangement requires the approval by two-thirds of Lero shareholders voting at the meeting. The
Arrangement also requires a Final Order of the Supreme Court of British Columbia, which will be
applied for immediately following the meeting, provided the requisite shareholder and stock exchange
approvals have been obtained.

After completion of the Arrangement it is expected that current EMC shareholders will own
approximately 67% of the combined company and current Lero shareholders will own approximately 33%,
calculated on a non-diluted basis.

Endeavour Financial International Corporation is acting as the exclusive financial advisor to EMC and
its legal counsel is Macleod Dixon LLP. Canaccord International Limited is acting as financial advisor
to Lero and its legal counsel is McCullough O'Connor Irwin LLP. Additional advisory services,
including the provision of a fairness opinion, are being provided to Lero by PI Financial Corp.

EMC Overview

EMC is a mineral exploration and development company focused on identifying, acquiring and developing
resource projects. Its principal asset is the Varvarinskoye Gold-Copper deposit located in Kazakhstan
and held by its wholly-owned subsidiary, JSC Varvarinskoye. EMC has already poured gold and produced
gold-copper concentrate at Varvarinskoye and is currently ramping up the throughput of ore in the
process plant and expects to reach commercial production in Q3 2008. Additional information, including
details of the resources and reserves of EMC, is available at www.SEDAR.com.

Lero Overview

Lero is a base and precious metal exploration company which is currently exploring and developing
advanced stage gold and base metal assets in the Tien Shan metallogenic belt in Kyrgyzstan and the
Rudny Altai metallogenic belt in Kazakhstan. The two licence areas currently being explored are the
Talas licence area comprising Korgontash, Kentash, Taldybulak, and the Barkol licences in north-
western Kyrgyzstan and the Tokhtazan licence area comprising the Akdzhol and Tokhtazan licences in
south-western Kyrgyzstan. In Kazakhstan, Lero is exploring the Karchiga licence area, located in the
east of the country. Additional information relating to Lero is available at www.SEDAR.com.

Forward-Looking Information - This news release contains or refers to forward-looking information. All
statements, other than statements of historical fact, that address activities, events or developments
that EMC and Lero believes, expect or anticipate will or may occur in the future are forward-looking
information. Such forward-looking information includes statements contained in this news release
regarding the completion of the Acquisition, targets, estimates and/or assumptions in respect of
future annual production of gold and copper, costs, commodity prices, mineral resources and reserves,
timing of commencement and completion of "hot" commissioning and commencement of operations, potential
mineralization and future exploration, development and operational plans and objectives (including
delineating additional mineral resources). This forward-looking information reflects the current
expectations or beliefs of EMC and Lero based on information currently available to them.
Forward-looking information is subject to a number of risks and uncertainties that may cause the
actual results of EMC and Lero to differ materially from those discussed in the forward-looking
information, and even if such actual results are realised or substantially realised, there can be no
assurance that they will have the expected consequences to, or effects on EMC and/or Lero. Factors
that could cause actual results or events to differ materially from current expectations include, but
are not limited to: the grade and recovery of ore which is mined varying from estimates; capital and
operating costs varying significantly from estimates; inflation; changes in exchange rates;
fluctuations in commodity prices; delays in the development or commissioning of, and the commencement
of operations at, EMC's Varvarinskoye Project caused by unavailability of equipment, labour or
supplies, weather and climatic conditions, delays in the delivery and installation of plant and
equipment or otherwise; termination or suspension of EMC's current debt facility; failure of Lero to
raise the funds necessary to complete the Acquisition; the failure of EMC and Lero to negotiate the
terms under which funds are to be advanced as contemplated herein or to negotiate definitive
agreements; delays in obtaining or failure to obtain required regulatory and shareholder approvals;
uncertainty of the outcome of any litigation; inability to delineate additional mineral resources or
reserves; and other factors. Any forward-looking information speaks only as of the date on which it is
made and, except as may be required by applicable securities laws, EMC and Lero disclaim any intent or
obligation to update any forward-looking information, whether as a result of new information, future
events or results or otherwise. Although EMC and Lero believes that the assumptions inherent in the
forward-looking information are reasonable, forward-looking information is not a guarantee of future
performance and accordingly undue reliance should not be put on such statements due to the inherent
uncertainty therein.


-30-

FOR FURTHER INFORMATION PLEASE CONTACT:

United Kingdom
European Minerals Corporation
Tony Williams
Chairman
+44 (0) 20 7529 7508

OR

European Minerals Corporation
Bert Kennedy
President and CEO
+44 (0) 20 7529 7508
Website: www.europeanminerals.com

OR

Lero Gold Corp.
Dr. Sergey V. Kurzin
Chairman
+44 (0) 20 7514 0590

OR

Lero Gold Corp.
Alexander Yakubchuk
CEO
+44 (0) 20 7514 0590

OR

Lero Gold Corp.
Gavin Dallas
Investor Relations
+44 (0) 20 7514 0590
Website: www.lerogold.com

OR

Bankside Consultants
Michael Padley/ Michael Spriggs
+44 (0) 20 7367 8888

OR

North America
Vanguard Shareholder Solutions Inc.
Keith Schaefer
1-866-448-0780
Email: ir@vanguardsolutions.ca

No stock exchange, securities commission or other regulatory authority has approved or disapproved the
information contained herein. The TSX Venture Exchange does not accept responsibility for adequacy or
accuracy of this release.

-0-

								
European Minerals Corporation



								

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