Resources

Transactions

Eldorado Gold Corporation Acquires Sino Gold Mining Limited

Published: 12/17/2009

By Mark T. Bennett, Andrea FitzGerald, Christopher B. Norton

On December 15, 2009, Eldorado Gold Corporation acquired all of the outstanding securities of Sino Gold Mining Limited, not held by Eldorado, pursuant to a Scheme Implementation Deed with Sino Gold, by way of schemes of arrangement under the laws of Australia.

Pursuant to the Schemes, Eldorado, through its wholly owned subsidiary, Eldorado Pacific Pty Limited, acquired all of the outstanding ordinary shares of Sino Gold not held by Eldorado. All outstanding options to purchase Sino Gold Shares were cancelled pursuant to the Schemes in connection with the implementation of the Transaction.

A total of 135,830,539 Eldorado common shares 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 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 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., 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.

Mark Bennett (Securities and Mining), Andrea FitzGerald (Securities and Mining), Simon Flood (Securities) and Christopher Norton (Tax) of Cassels Brock acted as Canadian counsel to Sino Gold.