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European Goldfields Announces C$23.6 million Private Placement.


Business Editors

TORONTO, ONTARIO--(BUSINESS WIRE)--Jan. 22, 2004

European Goldfields n. 1. A small slender woolly annual (Lasthenia chrysostoma) with very narrow opposite leaves and branches bearing solitary golden-yellow flower heads; it grows from Southwestern Oregon to Baja California and Arizona; - it is often cultivated.  Limited (the "Company") (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension
 VENTURE:EGU EGU European Geosciences Union
EGU English Golf Union
EGU Electrical Generating Unit
EGU Engineering unit
EGU Epidemiology & Genetics Unit
) announces a non-brokered private placement of up to a total of 9,458,750 special warrants at a price of Cdn$2.50 per special warrant for total subscription proceeds of up to Cdn$23,646,875. Each special warrant is convertible into one common share without par value in the capital of the Company on completion of the acquisition described below. If the acquisition is not completed by March 31, 2004, the Company will repurchase the special warrants and each holder will be entitled to receive its pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share.

In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them.
 share of the subscription proceeds and any interest accrued thereon. The private placement is subject to the approval of the TSX Venture Exchange TSX Venture Exchange

Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors.
.

The Company will use the subscription proceeds to fund, in part, the acquisition by its wholly-owned subsidiary, European Goldfields (Greece) Limited ("EG Greece"), of 30% of the issued shares of Hellas Gold S.A. for a subscription price of 18 million Euros and exploration work at the Company's Romanian properties. The balance of the subscription price will be funded from the proceeds of the private placement of Cdn$19,528,400 of convertible notes by the Company which completed on December 12, 2003.

Hellas Gold S.A. is a Greek company which was incorporated for the purpose of entering into a contract with the Greek state (the "State Contract") dated December 12, 2003 to purchase the Kassandra Mine assets for 11 million Euros. These assets include mining concessions over a total area of 314 square kilometres which include two deposits known as the Olympias and Stratoni deposits, together with other assets other assets

Assets of relatively small value. For financial reporting purposes, firms frequently combine small assets into a single category rather than listing each item separately.
. The State Contract was ratified by Greek parliament on January 8, 2004 and it is anticipated but not yet confirmed that it will be passed into law on or about January 27, 2004.

EG Greece has not yet entered into definitive binding agreements with respect to the acquisition of its interest in Hellas Gold S.A. and the acquisition is subject to the approval of the TSX Venture Exchange.

The Company entered into a memorandum of understanding A Memorandum of Understanding (MoU) is a legal document describing a bilateral or multilateral agreement between parties. It expresses a convergence of will between the parties, indicating an intended common line of action and may not imply a legal commitment.  ("MOU (Minutes Of Usage) A metric used to compute billing and/or statistics for telephone calls or other network use. ") with Aktor S.A., acting on its own behalf and on behalf of other Greek entities (collectively, the "Greek Partners") and Global Mineral Resources Ltd. ("GMR (Giant Magnetoresistance) See magnetoresistance. "), a company controlled by Frank Timis, an insider of the Company, outlining the general terms on which these entities would endeavour to acquire, develop and exploit interests in the Kassandra Mine assets. The MOU provided, among other things, for the incorporation of a company to hold the parties' interests in these assets and the investment by the Greek partners of $6 million Euros to acquire a 70% interest in the new company, the investment by the Company of 18 million Euros to acquire a 30% interest in the new company and the grant to GMR of a right to acquire a 21% interest in the new company for 18 million Euros.

The Company is currently negotiating the final terms of a shareholders' agreement shareholders' agreement n. an employment agreement among the shareholders of a small corporation permitting a shareholder to take a management position with the corporation without any claim of conflict of interest or self-dealing against the shareholder/manager.  under which EG Greece will acquire its interest in Hellas Gold S.A. The Company cannot confirm when or if these negotiations will be successfully concluded.

European Goldfields is a Canadian based resource company involved in the acquisition, exploration and development of mineral properties in Romania and the Balkans.

On Behalf of the Board:

Eduardo Baer

President and Chief Executive Officer

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release and the information contained herein.
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Publication:Business Wire
Date:Jan 22, 2004
Words:594
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