ELD & EGU Announce Court Approval for Arrangement (0338Y)
February 24 2012 - 2:00AM
UK Regulatory
TIDMEGU
RNS Number : 0338Y
European Goldfields Ltd
24 February 2012
Eldorado Gold Corporation and European Goldfields Limited
Announce Court Approval for the Arrangement
Vancouver, British Columbia - February 23, 2012. - Eldorado Gold
Corporation ("Eldorado") (TSX: ELD, NYSE: EGO, ASX: EAU) and
European Goldfields Limited ("European Goldfields") (AIM: EGU, TSX:
EGU) today announce that the Supreme Court of Yukon ("Court") has
approved their previously announced plan of arrangement
("Arrangement") whereby Eldorado will acquire all the issued and
outstanding securities of European Goldfields. The Arrangement was
approved by Eldorado and European Goldfields security holders on
February 21, 2012.
Under the terms of the Arrangement former European Goldfields
shareholders will receive 0.85 of an Eldorado common share and
C$0.0001 in cash for each European Goldfields share.
With all required shareholder, court and other regulatory
approvals having been obtained, the Arrangement is now scheduled to
close on February 24, 2012. The completion of the Arrangement is
subject to other customary closing conditions.
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" "Martyn Konig"
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 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@egoldfields.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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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