On July 27, 2009, Gold Fields Australasia (BVI) Limited (Gold Fields) completed the sale of its 19.83 per cent stake in Sino Gold Mining Limited, an Australian public company focused on gold exploration and production in China, to Eldorado Gold Corporation (Eldorado). The deal was valued at approximately US$282 million based on the closing price of Eldorado on June 2, 2009.
Under the transaction, which was structured as a share exchange, Eldorado issued 27,824,654 common shares to Gold Fields under a short-form prospectus, representing approximately 7 per cent of the outstanding shares of Eldorado on a fully diluted basis. In addition, Gold Fields has a top-up right for 18 months if Eldorado purchases an additional five per cent or more of the outstanding shares of Sino Gold and the purchase price per share in that transaction is greater than the exchange ratio of 0.48 Eldorado shares per Sino Gold share received by Gold Fields. The deal was subject to regulatory approval, including from the TSX, NYSE AMEX, the Australian Foreign Investment Review Board and the South African Reserve Bank.
Ashley McDonald, in-house counsel to Gold Fields, was advised on Canadian securities matters by Brian Graves of McCarthy Tétrault LLP. James Philips and Michael Donovan of Minter Ellison advised Gold Fields on Australian matters.
Eldorado was represented in Canada by Josh Lewis, Lata Casciano and Amanda MacAdams of Fasken Martineau DuMoulin LLP. Tony Damian of Freehills advised Eldorado on Australian matters.