Eldorado Closes Acquisition of Sino Gold
VANCOUVER, BRITISH COLUMBIA--(Marketwire - 12/15/09) - Eldorado Gold Corporation (TSX:ELD - News)(NYSE:EGO - News)(ASX:EAU - News) ("Eldorado" or "Company") is pleased to announce the closing of its acquisition of all of the outstanding securities (the "Sino Gold Securities") of Sino Gold Mining Limited ("Sino Gold"), not held by Eldorado, pursuant to a Scheme Implementation Deed dated August 26, 2009, as amended October 27, 2009 (the "Scheme Deed"), with Sino Gold, by way of schemes of arrangement (the "Schemes") under the laws of Australia (the "Transaction").
Pursuant to the Schemes, Eldorado, through its wholly owned subsidiary, Eldorado Pacific Pty Limited, acquired all of the outstanding ordinary shares of Sino Gold (the "Sino Gold Shares") not held by Eldorado that, together with the Sino Gold Shares already held by Eldorado, constitute 100% of the issued and outstanding Sino Gold Securities following the implementation of the Transaction. All outstanding options ("Sino Gold Options") to purchase Sino Gold Shares were cancelled pursuant to the Schemes in connection with the implementation of the Transaction. The Sino Gold Shares have been suspended from trading on the Australian Securities Exchange ("ASX") and the Hong Kong Stock Exchange, effective December 4, 2009, and the Sino Gold shares will be delisted from those exchanges. An application for Sino Gold to cease being a reporting issuer will also be made to the relevant Canadian securities authorities.
Eldorado has issued an aggregate of 131,772,777 common shares ("Eldorado Shares") in the capital of Eldorado, either directly or indirectly as CHESS Depository Interests ("CDIs"), through CHESS Depository Nominees Pty Limited ("CHESS"), to former shareholders and optionholders of Sino Gold pursuant to the Scheme Deed in connection with the implementation of the Transaction. Consideration for the Sino Gold Shares acquired was Eldorado Shares, with the number issued based on a share exchange ratio of 0.55 Eldorado Share for each Sino Gold Share. Consideration for cancellation of Sino Gold Options was Eldorado Shares, with the number issued calculated with reference to the share exchange ratio, the exercise price for such Sino Gold Options and whether the Sino Gold Options were "in the money" or not.
Eldorado previously acquired 57,968,029 Sino Gold Shares on July 27, 2009, pursuant to a Share Purchase and Sale Agreement (the "Share Purchase Agreement") dated June 3, 2009, as amended on July 10, 2009, with Gold Fields Australasia (BVI) Limited ("GFA"). In connection with the implementation of the Transaction, Eldorado has issued 4,057,762 Eldorado Shares to GFA pursuant to the purchase price adjustment provisions of the Share Purchase Agreement.
A total of 135,830,539 Eldorado Shares (including those issued to GFA) were issued in connection with the implementation of the Transaction and following completion of the implementation as of December 15, 2009, there are 537,101,235 Eldorado Shares issued and outstanding. The Eldorado Shares issued in connection with the implementation of the Transaction will begin trading on the Toronto Stock Exchange ("TSX") and the New York Stock Exchange on December 15, 2009.
In connection with the implementation of the Transaction, CDIs, each representing an interest in one common share of Eldorado, began trading on a deferred settlement basis on the ASX on December 7, 2009, under the symbol EAU. The CDIs will begin trading on the ASX on a normal settlement basis on December 16, 2009.
Under the terms of the Scheme Deed, subject to compliance with applicable Canadian and US securities law and regulatory requirements, a share sale facility (the "Sale Facility") has been made available to ineligible foreign securityholders of Sino Gold, who may not receive the Eldorado Shares or CDIs pursuant to the laws of the jurisdictions in which they reside, as well as to those securityholders of Sino Gold who were entitled to receive 55,000 or less Eldorado Shares under the Transaction and who validly elected to participate in the Sale Facility. Pursuant to the implementation of the Transaction, 781,845 Eldorado Shares were issued to the sales agent, Macquarie Capital Markets Canada Ltd. ("Sale Agent"), as nominee in trust for the Sale Facility participants. These Eldorado Shares will be sold by the Sale Agent through the Sale Facility within 15 trading days of December 15, 2009, following which the Sale Facility participants will receive their pro rata share of the proceeds of such sale, less applicable deductions for taxes and currency conversion costs.
Pursuant to the implementation of the Transaction, Eldorado also announces the appointment of two additional directors to the Eldorado board, James Askew and Peter Cassidy. Mr. Askew is the former non-executive chairman of the board of directors of Sino Gold and is a mining engineer with broad international experience as CEO for a number of Australian and international publicly listed mining, mining finance and other mining-related companies over twenty-one years, fifteen of which have been in the gold sector. Mr. Cassidy is a senior mining executive with over thirty-seven years exposure to the minerals industry, including public company experience, in Australia, Papua New Guinea, Indonesia and the USA, including more than fifteen years in the gold industry. Mr. Cassidy is a former non-executive director of Sino Gold.
Eldorado also announces the appointment of Robert R. Gilmore as the Chair of the Eldorado Board of Directors. Mr. Gilmore has been a Director of Eldorado since April 2003. He replaces Hugh C. Morris, who is stepping down from his position as Chair, effective today. The Company thanks Mr. Morris for his many contributions to the Company throughout his tenure as a Chair of the Eldorado Board. Going forward, Mr. Morris will continue to serve as a non-executive director of the Company.
The Transaction was previously approved by the holders of Sino Gold Securities at three separate meetings which were held in Sydney, Australia on December 2, 2009 and by the Federal Court of Australia in a hearing on December 4, 2009, with the final court order being filed with the Australian Securities and Investments Commission on December 4, 2009.
For further information on the Transaction (including the Sale Facility) see the Scheme Deed and the Schemes, which are available on SEDAR under Eldorado's name.
Following completion of the Transaction, Eldorado's market capitalization is approximately C$7.7 billion (based on a C$14.42 closing price of the Eldorado Shares on the TSX on December 14, 2009). Going forward, the combined entity is expected to be gold-focused and will have a significant presence in China and Turkey, including several mines in production, along with exposure in Greece and Brazil. Eldorado will continue to be headquartered in Vancouver, British Columbia.
With the acquisition of Sino Gold, Eldorado has acquired Sino Gold's interests in the Jinfeng Gold Mine in southern China's Guizhou Province (the second largest gold mine in China), the White Mountain Gold Mine in northeast China's Jilin Province and the Eastern Dragon Gold Project in northern China's Heilongjiang Province.
For further information of our properties, including our resources and reserves, see our website at www.eldoradogold.com