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Eldorado Mails Offer To Frontier Pacific Shareholders
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VANCOUVER, BC -- Paul N. Wright, President and Chief Executive Officer
of Eldorado Gold Corporation ("Eldorado", the "Company" or "we")
announced today that Eldorado has filed its formal offer to acquire all
of the outstanding shares of Frontier Pacific Mining Corporation
(TSX-V: FRP ) ("Frontier Pacific") with Canadian securities regulators
and a registration statement with the U.S. Securities and Exchange
Commission and has commenced the mailing of its offer and related
documents to Frontier Pacific shareholders.
Pursuant to the offer, Frontier Pacific shareholders will receive 0.122
of an Eldorado common share and Cdn.$0.0001 in cash for every common
share of Frontier Pacific. The offer will be open for acceptance until
5:00 pm (Toronto time) on June 17, 2008. The offer is subject to
certain conditions, including, without limitation there being no
adverse material change to Frontier Pacific and there being validly
deposited under, and not withdrawn from, the offer at its expiry time
that number of common shares which, when combined with all shares then
held by Eldorado and its affiliates, represents not less than 66?% of
the then outstanding common shares of Frontier Pacific on a
fully-diluted basis. Full details of the terms and conditions of the
offer are set out in the formal offer and take-over bid circular.
The offer represents a premium of 28.6%, based on the closing prices of
Eldorado's and Frontier Pacific's shares on the TSX and TSX-V on April
18, 2008 and a premium of 35.5% based on the 10-day volume-weighted
average share prices of both companies on the TSX and TSX-V on April
18, 2008.
"We are pleased by the positive reception our offer has received from
both Frontier Pacific and Eldorado shareholders and remain open to
conclude this transaction on a consensual basis with the directors and
management of Frontier Pacific," said Paul Wright, Eldorado's President
and Chief Executive Officer, "This offer has presented Frontier Pacific
shareholders with a significant premium for their shares and an
attractive opportunity to join with an emerging mid-tier gold producer
that will have a leading competitive position within the Aegean region
and possess the financial and technical capabilities to successfully
permit and develop the Perama Hill gold project."
On April 20, 2008, Frontier Pacific's largest shareholder Dundee
Precious Metals, Inc., agreed to tender 41,942,800 shares, or
approximately 25.5% of Frontier Pacific's outstanding common shares, to
Eldorado's offer.
This press release does not constitute an offer to buy or an invitation
to sell, or the solicitation of an offer to buy or invitation to sell,
any of the securities of Eldorado or Frontier Pacific. Such an offer
may only be made pursuant to an offer and take-over bid circular filed
with the securities regulatory authorities in Canada.
Eldorado has also filed with the U.S. Securities and Exchange
Commission ("SEC") a Registration Statement, which includes the offer
and take-over bid circular and prospectus relating to its offer to
Frontier Pacific shareholders. ELDORADO URGES INVESTORS AND SECURITY
HOLDERS TO READ THE REGISTRATION STATEMENT, THE OFFER AND TAKE OVER BID
CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC AND
CANADIAN SECURITIES REGULATORY AUTHORITIES, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Investors may obtain a free copy of the offer
and take-over bid circular and other documents filed by Eldorado with
the Canadian securities regulators at www.sedar.com and with the SEC at
the SEC's website at www.sec.gov. The offer and take-over bid circular
and other documents may also be obtained for free, from Eldorado's
website or by directing a request to Eldorado's investor relations
department by telephone at 1-888-353-8166, fax 604-687-4026 or e-mail
info@eldoradogold.com or by contacting the Information Agent, Kingsdale
Shareholder Services Inc., toll free at 1-866-581-1513.
Eldorado's financial adviser is Macquarie Capital Markets Canada Ltd.
Its legal advisors are Borden Ladner Gervais LLP in Canada and Dorsey &
Whitney LLP in the United States.
How to Tender
Frontier Pacific shareholders wishing to accept the Eldorado offer are
encouraged to tender their shares by completing the letter of
transmittal accompanying the documents mailed to them and returning it
together with certificates representing their Frontier Pacific shares
and all other documents to the offices of Kingsdale Shareholder
Services Inc. in Toronto, Ontario in accordance with the instructions
in the letter of transmittal. If Frontier Pacific shares are held by a
broker or other financial intermediary, Frontier Pacific shareholders
should contact such intermediary and instruct it to tender their
Frontier Pacific shares.
Market Purchases by Eldorado
During the term of its offer, Eldorado intends and reserves the right
to purchase common shares of Frontier Pacific through the facilities of
the TSX-V other than under the terms of the offer, provided:
- the number of common shares of Frontier Pacific beneficially acquired
does not exceed 5% of the outstanding common shares of Frontier Pacific
as of the date of the offer;
- the purchases are made in the normal course through the facilities of
the TSX-V;
- Eldorado issues and files a news release containing the information
required under Section 2.2(3) of Multilateral Instrument 62-104 and Section
2.1 of OSC Rule 62-504 immediately after the close of business of the
TSX-V on each day in which common shares of Frontier Pacific have been
purchased;
- no broker acting for Eldorado performs services beyond the customary
broker's function in regards to the purchases;
- no broker acting for Eldorado receives more than the usual fees or
commissions in regard to the purchases then are charged for comparable
services performed by the broker in the normal course;
- Eldorado or any person acting for Eldorado does not solicit or arrange
for the solicitation of offers to sell common shares of Frontier Pacific,
except for the solicitation by Eldorado or members of the soliciting
dealer group under the offer; and
- the seller or any person acting for the seller does not, to the knowledge
of Eldorado, solicit or arrange for the solicitaiton of offers to buy
securities of the class subject to the offer.
Such purchases of Frontier Pacific's common shares through the
facilities of the TSX-V shall be counted in any determination as to
whether the 66?% minimum tender condition to the offer has been
fulfilled.
About Eldorado
Eldorado is a gold producing, exploration and development company
actively growing businesses in Brazil, Turkey, China and the
surrounding regions. With our international expertise in mining,
finance and project development, together with highly skilled and
dedicated staff, we believe that Eldorado is well positioned to grow in
value as we create and pursue new opportunities.
ON BEHALF OF
ELDORADO GOLD CORPORATION
//Paul N. Wright//
Paul N. Wright
President & Chief Executive Officer
Certain of the statements made herein may contain forward-looking
statements or information within the meaning of the United States
Private Securities Litigation Reform Act of 1995, and forward looking
statements or information within the meaning of the Securities Act
(Ontario). Such forward looking statements or information include, but
are not limited to statements or information with respect to unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Eldorado, or industry results,
to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Forward-looking statements or information are subject to a variety of
risks and uncertainties, which could cause actual events, or results to
differ from those reflected in the forward-looking statements or
information. Should one or more of these risks and uncertainties
materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those described in forward looking
statements. Specific reference is made to "Forward Looking Statements
and Risk Factors" in Eldorado's Annual Information Form and Form 40-F
dated March 31.2008. Forward-looking statements herein include
statements regarding the expectations and beliefs of management. Such
factors include, amongst others the following: the level of acceptance
of the offer by Frontier Pacific shareholders; the integration of
Frontier Pacific's operations with Eldorado's operations, in the event
of a successful offer; gold price volatility; impact of any hedging
activities, including margin limits and margin calls; discrepancies
between actual and estimated production, between actual and estimated
reserves, and between actual and estimated metallurgical recoveries;
mining operational risk; permitting risk; regulatory restrictions,
including environmental regulatory restrictions and liability; risks of
sovereign investment; speculative nature of gold exploration; dilution;
competition; loss of key employees; additional funding requirements;
and defective title to mineral claims or property, as well as those
factors discussed in the section entitled "Risk Factors" in Eldorado's
Annual Information Form and Form 40-F dated March 31,2008. We do not
expect to update forward-looking statements continually as conditions
change and you are referred to the full discussion of Eldorado's
business contained in Eldorado's reports filed with the securities
regulatory authorities in Canada and the U.S.
Eldorado shares trade on the Toronto Stock Exchange (TSX: ELD) and the
American Stock Exchange (AMEX: EGO). The TSX has neither approved nor
disapproved the form or content of this release.
Contact:
Nancy E. Woo, Manager Investor Relations
Phone: 604.601.6650 or 1.888.353.8166
Fax: 604.687.4026
Email: nancyw@Eldoradogold.com
Request for information packages: laurelw@Eldorado.com
Eldorado Gold Corporation
1188, 550 Burrard Street
Vancouver, BC V6C 2B5
Web site: www.Eldoradogold.com
View News Release in PDF Format:
http://www.eldoradogold.com/i/pdf/08-10.pdf
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Copyright (c) 2008 ELDORADO GOLD CORP. (ELD) All rights reserved. For
more information visit our website at http://www.eldoradogold.com/ or
send mailto:info@eldoradogold.com
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