endeavour_cba-no2.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form CB/A
(Amendment No. 2)

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
 
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
 
Securities Act Rule 801 (Rights Offering) o
 
Securities Act Rule 802 (Exchange Offer) o
 
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) o
 
Exchange Act Rule 14d-1(c) (Third Party Tender Offer) x
 
Exchange Act Rule 14e-2(d) (Subject Company Response) o
 
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) o
 
Cream Minerals Ltd.
(Name of Subject Company)
 
N/A
(Translation of Subject Company's Name into English (if applicable))
 
British Columbia, Canada
(Jurisdiction of Subject Company's Incorporation or Organization)
 
Endeavour Silver Corp.
(Name of Person(s) Furnishing Form)
 
Common Shares
(Title of Class of Subject Securities)
 
225263508
(CUSIP Number of Class of Securities (if applicable))
 
Cream Minerals Ltd.
Attn: Michael O’Connor
1400-570 Granville Street
Vancouver, British Columbia  V6C 3P1
Canada
Tel: (604) 687-4622
(Name, Address (including zip code) and Telephone Number (including area code)
of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)
 
 
October 4, 2010
(Date Tender Offer/Rights Offering Commenced)
 

 
 
 

PART I
 

 
INFORMATION SENT TO SECURITY HOLDERS
 
Item 1.           Home Jurisdiction Documents
 
(a)    The following document has been delivered to holders of securities or published in the home jurisdiction of Cream Minerals Ltd. and is required to be disseminated to U.S. security holders or published in the United States:
 
 ●  Notice of Change, Variation and Extension To Offer to Purchase all of the outstanding Common Shares of Cream Minerals Ltd., dated November 18, 2010, a copy of which is furnished as Exhibit 99.1 to this Form CB/A.
 ●  Form of Letter of Acceptance and Transmittal, a copy of which is furnished as Exhibit 99.2 to this Form CB/A; and
 ●  Form of Notice of Guaranteed Delivery, a copy of which is furnished as Exhibit 99.3 to this Form CB/A.
 
The Exhibit attached to this Form CB/A shall be deemed to be “furnished” and shall not be deemed to be “filed” with the United States Securities and Exchange Commission.

(b)    Not applicable.

Item 2.           Informational Legends
 
The required legends are included on page 4 of the Notice of Change, Variation and Extension under the heading “Notice to Shareholders in the United States”.
 
PART II
 
INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
 
None.
 
PART III
 

 
CONSENT TO SERVICE OF PROCESS
 
Endeavour Silver Corp. previously filed a Form F-X in connection with the transaction to which this Form CB/A relates on October 4, 2010.
 

 

 
 
 

PART IV
 
SIGNATURES
 
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
  ENDEAVOUR SILVER CORP.  
       
Dated:   November 18, 2010
By:
/s/ Godfrey Walton  
    Name   Godfrey Walton  
    Title     President and Chief Operating Officer  
       
 

 
 
 

EXHIBIT INDEX
 
Exhibit
Description
 
99.1
 
Notice of Change, Variation and Extension To Offer to Purchase all of the outstanding Common Shares of Cream Minerals Ltd., dated November 18, 2010
 
99.2
Form of Letter of Acceptance and Transmittal
 
99.3
Form of Notice of Guaranteed Delivery
   
99.4 Letter to Shareholders dated November 18, 2010