TIDMEGU
RNS Number : 8573X
European Goldfields Ltd
21 February 2012
European Goldfields Limited and Eldorado Gold Corporation
Announce Shareholder Approval of the Merger
Vancouver, British Columbia - February 21, 2012. - 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 and Romania."
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
contactus@kingsdaleshareholder.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
inquiries@phoenixadvisorypartners.com.
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 opportunities.
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 ON BEHALF OF
ELDORADO GOLD CORPORATION EUROPEAN GOLDFIELDS LIMITED
"Paul N. Wright"
Paul N. Wright Martyn Konig
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.
Contact:
Eldorado Gold Corporation
Nancy E. Woo, VP, Investor Relations
Phone: 604.601.6650 or 1.888.353.8166 1188, 550 Burrard Street
Fax: 604.687.4026 Vancouver, BC V6C 2B5
Email: nancyw@eldoradogold.com Website: www.eldoradogold.com
Request for information packages: reception@eldoradogold.com
European Goldfields Liberum Capital Limited
Steve Sharpe, SVP Business Development Michael Rawlinson / Tom Fyson
Email: info@egofields.com Tel: +44 (0) 20 3100 2000
Tel: +44 (0) 20 7408 9534
Brunswick BMO Capital Markets
Carole Cable / Fiona Micallef-Eynaud Egizio Bianchini / Gary Mattan
Email: egoldfields@brunswickgroup.com Tel: +1 (0) 416 359 4001
Tel: +44 (0) 20 7404 5959
Lazard & Co., Ltd
Spiro Youakim / Chris Seherr-Thoss
Tel: +44 (0) 20 7187 2000
For further information please see the European Goldfields
website at www.egoldfields.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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