VANCOUVER, Feb. 21, 2012 /CNW/ - European Goldfields Limited ("European Goldfields") (AIM: EGU) (TSX: EGU) and Eldorado Gold
Corporation ("Eldorado") (TSX: ELD, NYSE: EGO, ASX: EAU) today announce
the positive outcome of the shareholder vote of the previously
announced plan of arrangement whereby Eldorado will acquire all the
securities of European Goldfields (the "Arrangement").
97.85% of European Goldfields' shares voted at the shareholders' meeting
held on February 21 have voted in favour of the special resolution
approving the Arrangement.
96.04% of the Eldorado shares voted at the Eldorado shareholders'
meeting have approved the issuance of up to 167,189,798 of Eldorado's
common shares in connection with the Arrangement.
European Goldfields will apply for a final order of the Supreme Court of
Yukon for approval of the Arrangement on February 22, 2012, and,
assuming receipt of court approval, expects the Arrangement to be
effective on February 24, 2012.
"The overwhelmingly positive approval of the merger with Eldorado
resoundingly affirms the merits of the transaction, and underscores the
potential of the combined group as the leading growth oriented
intermediate gold producer," commented Martyn Konig, Executive Chairman
and President of European Goldfields.
"We are pleased with the shareholder support for this transaction
enhancing Eldorado's position as the dominant low cost, high growth,
gold producer in the region," said Paul Wright, President and CEO of
Eldorado Gold. "We look forward to further developing our business
interests, taking full advantage of the excellent operating teams and
working relationships established by European Goldfields in both Greece
Eldorado's shareholders with questions regarding the Arrangement can
contact Kingsdale Shareholder Services Inc., Eldorado's proxy
solicitation firm, toll-free at 1-877-657-5856 or by email at email@example.com.
European Goldfields' shareholders with questions regarding the
Arrangement can contact Phoenix Advisory Partners, European Goldfields'
proxy solicitation firm for the Meeting, toll-free in North America at
1-800-243-9416 or in the United Kingdom at +44(0) 808-101-1697 or by
email at firstname.lastname@example.org.
About Eldorado Gold
Eldorado is a gold producing, exploration and development company
actively growing businesses in Turkey, China, Brazil and Greece. With
our international expertise in mining, finance and project development,
together with highly skilled and dedicated staff, we believe that our
company is well positioned to grow in value as we create and pursue new
About European Goldfields
European Goldfields is a developer-producer with globally significant
gold reserves located within the European Union. The Company generates
cash flow from its 95% owned Stratoni operation, a high grade
lead/zinc/silver mine in North-Eastern Greece.
ON BEHALF OF
ELDORADO GOLD CORPORATION
ON BEHALF OF
EUROPEAN GOLDFIELDS LIMITED
"Paul N. Wright"
Paul N. Wright
President and Chief Executive Officer
Executive Chairman and President
None of the securities anticipated to be issued pursuant to the
Arrangement have been or will be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), or any
state securities laws, and any securities issued in the Arrangement are
anticipated to be issued in reliance upon available exemptions from
such registration requirements pursuant to Section 3(a) (10) of the
U.S. Securities Act and applicable exemptions under state securities
laws. This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
Certain of the statements made herein may contain forward-looking
statements or information within the meaning of applicable Canadian and
US securities laws. Forward-looking statements or information herein
include, but are not limited, to statements or information with respect
to the application for a final order or the expected closing date of
the Arrangement. Forward-looking statements and forward-looking
information by their nature are based on assumptions and involve known
and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of Eldorado or European
Goldfields to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements or information. We have made certain
assumptions about the forward-looking statements and information,
including assumptions about the ability to achieve our goal of
concluding this transaction. Even though our management believes that
the assumptions made and the expectations represented by such
statements or information are reasonable, there can be no assurance
that the forward-looking statement or information will prove to be
accurate. Furthermore, should one or more of the risks, uncertainties
or other factors materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described in
forward-looking statements or information. These risks, uncertainties
and other factors include, among others, the ability to satisfy the
conditions of the transaction, as well as those factors discussed in
the sections entitled "Forward-Looking Statements" and "Risk Factors"
in the respective information circulars for the Eldorado and European
Goldfields meetings and Eldorado's and European Goldfields' Annual
Information Form & Form 40-F, as applicable. There can be no assurance
that forward-looking statements or information will prove to be
accurate, as actual results and future events could differ materially
from those anticipated in such statements. Accordingly, you should not
place undue reliance on the forward-looking statements or information
contained herein. Except as required by law, we do not expect to update
forward-looking statements and information continually as conditions
change and you are referred to the full discussion of the Eldorado's
and European Goldfields' business contained in their respective reports
filed with the securities regulatory authorities in Canada and the U.S.
SOURCE European Goldfields Ltd.
For further information:
Eldorado Gold Corporation
Nancy E. Woo, VP, Investor Relations
Phone: 604.601.6650 or 1.888.353.8166
1188, 550 Burrard Street
Vancouver, BC V6C 2B5
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Steve Sharpe, SVP Business Development
Tel: +44 (0) 20 7408 9534
Liberum Capital Limited
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Tel: +44 (0) 20 3100 2000
Carole Cable / Fiona Micallef-Eynaud
Tel: +44 (0) 20 7404 5959
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Tel: +1 (0) 416 359 4001
Lazard & Co., Ltd
Spiro Youakim / Chris Seherr-Thoss
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For further information please see the European Goldfields website at www.egoldfields.com