Eldorado Gold Recommends Rejection
of "Mini-Tender" Offer from TRC Capital
Eldorado
Gold Corporation has been notified of a so-called "mini-tender" offer
by TRC Capital Corporation ("TRC Capital") to purchase up to 5
million common shares of Eldorado, which represents approximately 0.91
percent of Eldorado's outstanding common shares. Eldorado notes that TRC's
unsolicited offer of $17.50 per share was more than 4.21 percent below
the closing price of Eldorado's shares on the TSX on December 13, 2010, the day
before the offer was commenced. The closing price of Eldorado's shares on
December 13, 2010, was $18.27 on the TSX and US$18.16 on NYSE.
Eldorado also notes that the offer is subject to numerous conditions, including
receipt of financing by TRC Capital and there being no decrease in the trading
price of Eldorado's shares.
Eldorado recommends that shareholders NOT tender their shares in response to
this unsolicited, below market offer. Eldorado notes that it does not in
any way endorse the TRC Capital offer and is in no way associated with TRC
Capital, the offer, or the offer documentation.
TRC Capital has made "mini-tender" offers for the shares of other
companies. These offers have sought less than five percent of a company's
outstanding shares, thereby avoiding many procedural and disclosure
requirements under Canadian and US Securities laws because they are below the
thresholds to provide such disclosure and procedural protections for investors.
Securities regulators in Canada and the United States have recommended that
shareholders exercise caution in connection with mini-tender offers and that
they consult their investment advisors regarding these types of offers.
Comments from the Canadian Securities Administrators on mini-tenders can be found
under CSA Staff Notice 61-301 at: www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp. The U.S. Securities and Exchange
Commission has published investor tips regarding mini-tender offers on its
website at: www.sec.gov/investor/pubs/minitend.htm.
Eldorado suggests that shareholders who are
considering tendering their shares to the TRC offer exercise caution, obtain
current market quotations for their Eldorado shares, review the conditions to
the offer and consult with their broker or financial adviser. Eldorado
shareholders who have already tendered their shares to the offer and wish to
withdraw are advised to review the TRC Capital Corporation offer documents for
the terms of withdrawal.
ON BEHALF OF
ELDORADO GOLD CORPORATION
"Paul N.
Wright"
Paul N. Wright
President & Chief Executive Officer
CAUTIONARY
NOTE CONCERNING FORWARD-LOOKING STATEMENTS
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 applicable Canadian securities laws. Often, but not always, forward-looking
statements and forward-looking information can be identified by the use of
words such as "plans", "expects", "is expected",
"budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates", or
"believes" or the negatives thereof or variations of such words and
phrases or statements that certain actions, events or results "may",
"could", "would", "might" or "will" be
taken, occur or be achieved. Forward-looking statements or information herein
include, but are not limited, to statements or information with respect to the
TRC Capital offer.
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 the Company 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 price of gold; anticipated costs and
expenditures; estimated production, mineral reserves and metallurgical
recoveries; the impact of the integration of acquired businesses on our
operation, financial position, reserves and resources and gold production; and
the ability to achieve our goals. Although 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
statements 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 following: gold
price volatility; risks of not meeting production and cost targets;
discrepancies between actual and estimated production, mineral reserves and
resources and metallurgical recoveries; mining operational and development
risk; litigation risks; regulatory restrictions, including environmental
regulatory restrictions and liability; risks of sovereign investment and
operating in foreign countries; currency fluctuations; speculative nature of
gold exploration; global economic climate; dilution; share price volatility;
the risk that the integration of acquired businesses taking longer than
expected, the anticipated benefits of the integration may be less than
estimated and the costs of acquisition higher than anticipated; ability to
complete acquisitions; competition; loss of key employees; additional funding
requirements; and defective title to mineral claims or property, as well as
those factors discussed in the sections entitled "Cautionary Note About
Forward-Looking Statements and Information" and "Risk Factors"
in the Company's Annual Information Form & Form 40-F dated March 31, 2010.
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 Company's business contained in the Company's reports filed with the
securities regulatory authorities in Canada and the U.S.
Eldorado Corporation shares trade on the Toronto Stock Exchange (TSX: ELD) and
the New York Stock Exchange (NYSE: EGO). Eldorado's CDIs trade on the
Australian Securities Exchange (ASX:EAU). The TSX has
neither approved nor disapproved the form or content of this release.
Contact:
Nancy E. Woo, Vice President Investor Relations
Phone: 604.601.6650 or 1.888.353.8166
Fax: 604.687.4026
Email nancyw@eldoradogold.com
Eldorado Gold Corporation
1188, 550 Burrard Street
Vancouver, BC V6C 2B5
Web site: www.eldoradogold.com