September 3, 2009 Gold Fields Australasia (BVI) Limited Falcon Cliff Palace Road Douglas Isle of Man IM2 4LB Copy to: Mr J Pauley Schipholweg 66A Leiden 2316XE Attention: Mr. Colin Bird,
Exhibit 4.32
September 0, 0000
Xxxx Xxxxxx Xxxxxxxxxxx (BVI) Limited
Xxxxxx Xxxxx
Palace Road
Xxxxxxx
Isle of Man IM2 4LB
Copy to: Mr J Xxxxxx
Xxxxxxxxxxx 00X
Xxxxxx
0000XX
Attention: Mr. Xxxxx Xxxx,
We understand that you hold 27,824,654 common shares of Eldorado Gold Corporation. We are pleased to submit this offer to purchase these shares subject to the terms and conditions set out in the attached term sheet. If you accept these terms please sign the letter where indicated below and return a copy thereof to Mr. Xxxxx Xxxx (via email at xxxxx.xxxx@xxxxxxxxxxx.xxx at 416-869-1010) whereupon this letter shall become binding agreement between us.
| Yours sincerely, | ||
| NATIONAL BANK FINANCIAL Inc. | ||
| By: |
| |
| Mr. Xxxxx Xxxx | ||
| Director, Equity Capital Markets | ||
We agree with the foregoing and accept your offer this 3rd day of September, 2009.
| GOLD FIELDS AUSTRALASIA (BVI) LIMITED | ||
| By: |
| |
| Mr Xxxxx Xxxx | ||
Private and Confidential
ELDORADO GOLD CORPORATION
Block Trade of Common Shares
Term Sheet
| Issuer: | Eldorado Gold Corporation (“Eldorado” or the “Company”). | |
| Selling Shareholder: |
Gold Fields Australasia (BVI) Limited (“Gold Fields”). | |
| Offer: | Offer to acquire 27,824,654 common shares (the “Shares”) of Eldorado being sold by Gold Fields. | |
| Price: | C$11.61 per Share. | |
| Amount: | $323,044,232.94. | |
| Listing: | The Shares are listed on the Toronto Stock Exchange (TSX: ELD) and the NYSE-Amex Exchange (NYSE-A: EGO). | |
| Offer Basis: | This offer is open for acceptance until 9:15 am (EST) or 3:15 pm (Johannesburg time). | |
| Representation: | Gold Fields represents and warrants to National Bank Financial Inc. that it is the legal and beneficial owner of the Shares and the Shares will be sold free and clear of all liens, encumbrances, security interests and escrow requirements and are not subject to any hold period under Canadian securities laws or stock exchange rules. | |
| Trade Date: | September 3, 2009. | |
| Settlement: | Gold Fields will deliver to National Bank Financial Inc. the shares in physical form by the Settlement Date against payment by National Bank Financial Inc. of the Amount. If necessary Gold Fields will open an account with National Bank Financial Inc. to facilitate settlement of the offering | |
| Settlement Date: | September 9, 2009. | |
