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FairPoint Communications > Eldorado's Offer to Frontier Shareholders Continue
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Post by RedMars on Jun 04, 2008 8:25am

Eldorado's Offer to Frontier Shareholders Continue

Eldorado's Offer to Frontier Shareholders Continues to Be Full and Fair
FRONTIER PACIFIC MINING FRP
6/4/2008 7:55:41 AM
VANCOUVER, BRITISH COLUMBIA, Jun 04, 2008 (MARKET WIRE via COMTEX News Network) --

Paul N. Wright, President and Chief Executive Officerof Eldorado Gold Corporation ("Eldorado" or "we") (TSX: ELD)(AMEX: EGO)announced today that Eldorado has completed its in-depth review of theDirectors' Circular issued by Frontier Pacific Mining Corporation (TSXVENTURE: FRP) ("Frontier") on May 26, 2008 in response to the offer(the "Offer") by Eldorado to purchase all of the outstanding commonshares of Frontier.

Eldorado notes that Frontier has failed toadequately respond to, or address, the many benefits that Frontiershareholders stand to gain from a combination with Eldorado. Eldoradoalso believes that no new material information concerning Frontier hasbeen disclosed in the Directors' Circular, or related press releasesand filings, that is either: (i) meaningful technical data which hasbeen prepared by or under the supervision of a "qualified person" andis supported by a substantive and appropriate technical report; or (ii)not already publicly known and inherent in Frontier's share price.Accordingly, nothing has been provided by Frontier that would changeEldorado's view that its Offer is full and fair.

Eldorado'sPresident and Chief Executive Officer, Paul N. Wright, commented, "Atthe time we made public our intention to launch an offer for Frontier,we laid out several compelling reasons why our proposed combinationwould generate significant value for the shareholders of bothcompanies. These reasons have not changed and we encourage shareholdersto consider these benefits. Indeed, recent events have proven our Offerto be even more compelling for Frontier's shareholders now than at thetime of launch. Based on the closing price of Eldorado's common shareson the Toronto StockExchange on June 2, 2008, our Offer now represents a premium of 48.1%to Frontier's share price on April 18, 2008, the last day prior to theannouncement of the Offer."

Eldorado will also be mailing toFrontier shareholders and filing on SEDAR a Notice of Change inInformation to its original offer and circular dated May 9, 2008, whichaddresses two important developments:

- Eldorado's discovery during the course of its due diligencein Greece of two active petitions launched by local municipalities forthe annulment of the pre-approval act issued by the Greek Ministry ofPublic Works, Town Planning and Environment in respect of the PeramaHill project. The petitions were commenced in the Counseil d'Etat, theSupreme Administrative Court of Greece. If the petitions are granted,it could set the permitting process for Perama Hill back to where itstood in 2000 and require, among other regulatory work, the issuance ofa new preliminary site plan for Perama Hill and the filing of a newenvironmental impact study on Perama Hill. This information confirmsand underscores Eldorado's consistent view that significant permittingand regulatory work remains outstanding at Perama Hill; and

- Eldorado's receipt of all permits and approvals necessary to construct its second mine in Turkey - the Efemcukuru mine.

Eldoradourges Frontier shareholders to keep these two developments in mind whenassessing the Offer. These developments highlight the opportunity forFrontier to partner with an Eldorado team which has a proven trackrecord of successfully permitting projects in the Aegean region -experience that makes Eldorado's Offer a logical choice for Frontiershareholders who wish to see Perama Hill advanced to production.Eldorado's Offer presents a much lower risk scenario for Frontiershareholders than "going it alone", while at the same time providingFrontier shareholders with a significant premium and considerableexposure to the upside potential of Perama Hill and Eldorado's twocurrent mine construction projects underway in Turkey and Brazil.

Accompanyingthe Notice of Change in Information will be a letter to Frontier'sshareholders which responds to a number of omissions and shortcomingscontained in Frontier's Directors' Circular which requireclarification.

Eldorado's Offer remains open for acceptance until 5:00 p.m. (Toronto time) on June 17, 2008, unless extended or withdrawn.

Rationale for the Offer

Thereare a number of compelling reasons why the combination of Eldorado andFrontier would be beneficial to shareholders of each company, whichFrontier's Directors' Circular has not convincingly addressed orrebutted:

- a substantial premium offer of 0.1220 Eldoradocommon shares for each Frontier common share. The Offer, based on therecent closing price of Eldorado's common shares on June 2, 2008, nowrepresents a premium of 48.1% to Frontier's share price on April 18,2008, the last day prior to the announcement of the Offer;

-significantly enhanced liquidity for Frontier's shareholders in theform of Eldorado common shares. Eldorado's average four-day liquidityis more than Frontier's entire pre-announcement market capitalization;

- elimination of the existing "market overhang" from Frontier's largest shareholder;

-immediate participation in a high quality, high growth gold producerwith low cost operating assets and a significant market presence andanalytical endorsement;

- elimination of existing "singleproject" risk through exposure to Eldorado's portfolio of high qualityproducing mines and near-term projects in construction;

- anopportunity to enhance and accelerate development of the Perama Hillproject through a dedicated Eldorado team with a proven track record ofsuccessfully permitting, constructing and operating mines;

-the availability of financial and technical resources to manage thePerama Hill project through the inevitable challenges associated withmine permitting, construction and operations;

- the financialplatform and flexibility to bring the Perama Hill project intoproduction with no additional dilution to Frontier's currentshareholders;

- increased financial strength, immediate cash flow from current gold production and improved access to capital; and

-the opportunity for operational and administrative synergies betweenEldorado's gold projects in Turkey and Frontier's Perama Hill projectin neighboring Greece.

Frontier's Golden Parachutes and Poison Pill

Eldoradois disappointed with Frontier's adoption in response to Eldorado'sOffer of "Golden Parachute" termination packages for its management anda tactical "Poison Pill" shareholder rights plan. Eldorado believessuch actions have the effect of enriching and entrenching Frontier'smanagement and are not consistent with Frontier's stated goal ofenhancing shareholder value.

Frontier has stated that itsprincipal reason for adopting the Poison Pill is to provide Frontier'smanagement with the time required to find an alternative transaction tothe Offer. However, as of the June 17, 2008 expiry date of Eldorado'sOffer, Frontier's management will have had 60 days since the time theylearned of Eldorado's most recent Offer and nearly two years sinceEldorado first approached Frontier to propose a business combination tofind alternative transactions. That is more than enough time.Accordingly, Eldorado is of the view that Frontier's Poison Pill doesnothing to enhance shareholder value and serves no purpose other thanto deter Frontier's shareholders from the opportunity to tender to afull and fair Offer.

Accordingly, if Frontier's Poison Pill isnot waived or otherwise terminated prior to the time of expiry ofEldorado's Offer (or, in the event that Eldorado chooses to extend itsOffer, if the Poison Pill is approved by a majority of Frontier'sshareholders at its meeting scheduled for June 19, 2008), the Offerwill terminate in accordance with its terms.

Eldorado urgesFrontier's shareholders to seriously consider the potential for amaterial adverse impact on Frontier's share price if the Poison Pill isnot waived or is approved at Frontier's upcoming shareholder meetingand the Offer terminates.

Eldorado's financial adviser isMacquarie Capital Markets Canada Ltd. Its legal advisors are BordenLadner Gervais LLP in Canada and Dorsey & Whitney LLP in the UnitedStates.

How to Tender

Frontier shareholders wishing toaccept the Eldorado Offer are encouraged to tender their shares bycompleting the letter of transmittal accompanying the documents mailedto them and returning it together with certificates representing theirFrontier shares and all other documents to the offices of KingsdaleShareholder Services Inc. in Toronto, Ontario in accordance with theinstructions in the letter of transmittal. If Frontier shares are heldby a broker or other financial intermediary, Frontier shareholdersshould contact such intermediary and instruct it to tender theirFrontier shares.

This press release does not constitute anoffer to buy or an invitation to sell, or the solicitation of an offerto buy or invitation to sell, any of the securities of Eldorado orFrontier. Such an offer may only be made pursuant to an offer andtake-over bid circular filed with the securities regulatory authoritiesin Canada.

Eldorado has also filed with the U.S. Securities andExchange Commission ("SEC") a Registration Statement, which includesthe offer and take-over bid circular and prospectus relating to itsoffer to Frontier shareholders. ELDORADO URGES INVESTORS AND SECURITYHOLDERS TO READ THE REGISTRATION STATEMENT, THE OFFER AND TAKE OVER BIDCIRCULAR AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC ANDCANADIAN SECURITIES REGULATORY AUTHORITIES, BECAUSE THEY CONTAINIMPORTANT INFORMATION. Investors may obtain a free copy of the offerand take-over bid circular and other documents filed by Eldorado withthe Canadian securities regulators at www.sedar.com and with the SEC atthe SEC's website at www.sec.gov. The offer and take-over bid circularand other documents may also be obtained for free, from Eldorado'swebsite or by directing a request to Eldorado's investor relationsdepartment by telephone at 1-888-353-8166, fax 604-687-4026 or e-mailinfo@eldoradogold.com or by contacting the Information Agent, KingsdaleShareholder Services Inc., toll free at 1-866-581-1513. About Eldorado

Eldoradois a gold producing, exploration and development company activelygrowing businesses in Brazil, Turkey, China and the surroundingregions. With our international expertise in mining, finance andproject development, together with highly skilled and dedicated staff,we believe that Eldorado is well positioned to grow in value as wecreate and pursue new opportunities.

ON BEHALF OF ELDORADO GOLD CORPORATION

Paul N. Wright, President & Chief Executive Officer

Certainof the statements made herein may contain forward-looking statements orinformation within the meaning of the United States Private SecuritiesLitigation Reform Act of 1995, and forward looking statements orinformation within the meaning of the Securities Act (Ontario). Suchforward looking statements or information include, but are not limitedto statements or information with respect to unknown risks,uncertainties and other factors which may cause the actual results,performance or achievements of the Company, or industry results, to bematerially different from any future results, performance orachievements expressed or implied by such forward-looking statements.Forward-looking statements or information are subject to a variety ofrisks and uncertainties, which could cause actual events, or results todiffer from those reflected in the forward-looking statements orinformation. Should one or more of these risks and uncertaintiesmaterialize, or should underlying assumptions prove incorrect, actualresults may vary materially from those described in forward lookingstatements. Specific reference is made to "Forward Looking Statementsand Risk Factors" in the Company's Annual Information Form and Form40-F dated March 31, 2008. Forward-looking statements herein includestatements regarding the expectations and beliefs of management and thepossible outcome of litigation in Greece concerning the Perama Hillproject, the Rationale for the Offer and the effect of the GoldenParachute and Poison Pill. Such factors included, amongst others thefollowing: gold price volatility; impact of any hedging activities,including margin limits and margin calls; discrepancies between actualand estimated production, between actual and estimated reserves, andbetween actual and estimated metallurgical recoveries; miningoperational risk; regulatory restrictions, including environmentalregulatory restrictions and liability; risks of sovereign investment;speculative nature of gold exploration; dilution; competition; loss ofkey employees; additional funding requirements; and defective title tomineral claims or property, as well as those factors discussed in thesection entitled "Risk Factors" in the Company's Annual InformationForm and Form 40-F dated March 31, 2008. We do not expect to updateforward-looking statements continually as conditions change and you arereferred to the full discussion of the Company's business contained inthe Company's reports filed with the securities regulatory authoritiesin Canada and the U.S.

Eldorado Gold Corporation's shares trade on the Toronto Stock Exchange (TSX: ELD) and the American Stock Exchange (AMEX: EGO).

Request for information packages: laurelw@eldoradogold.com

The TSX has neither approved nor disapproved the form or content of this release.

Contacts: Eldorado Gold Corporation Nancy E. Woo Manager InvestorRelations (604) 601-6650 or 1-888-353-8166 (604) 687-4026 (FAX) Email:nancyw@eldoradogold.com Website: www.eldoradogold.com

SOURCE: Eldorado Gold Corporation

mailto:nancyw@eldoradogold.com https://www.eldoradogold.com

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