European Goldfields Limited and Eldorado Gold Corporation Announce Shareholder Approval of the Merger

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 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 [email protected].

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 [phone] or by email at [email protected].

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      ELDORADO GOLD CORPORATION	ON BEHALF OF EUROPEAN GOLDFIELDS LIMITED
"Paul N. Wright"
Paul N. Wright       President and Chief Executive Officer	Martyn Konig 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.

 

Eldorado Gold Corporation
Nancy E. Woo, VP, Investor Relations
Phone: [phone] or 1.888.353.8166     
Fax: [phone]       
Email: [email protected]

1188, 550 Burrard Street
Vancouver, BC V6C 2B5
Website: www.eldoradogold.com

Request for information packages: [email protected]

European Goldfields     
Steve Sharpe, SVP Business Development  
Email:  [email protected]    
Tel:  [phone]

Liberum Capital Limited
Michael Rawlinson / Tom Fyson
Tel:  [phone]

Brunswick      
Carole Cable / Fiona Micallef-Eynaud   
Email:  [email protected]  
Tel: [phone]

BMO Capital Markets
Egizio Bianchini / Gary Mattan
Tel: [phone]

Lazard & Co., Ltd
Spiro Youakim / Chris Seherr-Thoss
Tel:  [phone]

For further information please see the European Goldfields website at www.egoldfields.com