Filed by Eldorado Gold Corporation

Pursuant to Rule 425 under the United States Securities Act of 1933, as amended

 

Subject Company: Frontier Pacific Mining Corporation

Commission File No.: 132-02644

Date: May 13, 2008

 

ELDORADO GOLD CORPORATION

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Eldorado Gold Corporation (“Eldorado” or the "Company")

Suite 1188 – Bentall 5

550 Burrard Street

Vancouver, British Columbia

V6C 2B5

May 9, 2008

 

The Company filed its news release #08-10 dated May 9, 2008 on SEDAR and disseminated the same via CCN Matthews.

 

 

The Company announced their formal offer to acquire all the outstanding shares of Frontier Pacific Mining Corporation.

 

Paul N. Wright, President and Chief Executive Officer of Eldorado Gold Corporation (“Eldorado”, the “Company” or “we”) announced today that Eldorado has filed its formal offer to acquire all of the outstanding shares of Frontier Pacific Mining Corporation (TSX-V: FRP ) (“Frontier Pacific”) with Canadian securities regulators and a registration statement with the U.S. Securities and Exchange Commission and has commenced the mailing of its offer and related documents to Frontier Pacific shareholders.

 

Pursuant to the offer, Frontier Pacific shareholders will receive 0.122 of an Eldorado common share and Cdn.$0.0001 in cash for every common share of Frontier Pacific. The offer will be open for acceptance until 5:00 pm (Toronto time) on June 17, 2008. The offer is subject to certain conditions, including, without limitation there being no adverse material change to Frontier Pacific and there being validly deposited under, and not withdrawn from, the offer at its expiry time that number of common shares which, when combined with all shares then held by Eldorado and its affiliates, represents not less than 66?% of the then outstanding common shares of Frontier Pacific on a fully-diluted basis. Full details of the terms and conditions of the offer are set out in the formal offer and take-over bid circular.

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The offer represents a premium of 28.6%, based on the closing prices of Eldorado’s and Frontier Pacific’s shares on the TSX and TSX-V on April 18, 2008 and a premium of 35.5% based on the 10-day volume-weighted average share prices of both companies on the TSX and TSX-V on April 18, 2008.

 

“We are pleased by the positive reception our offer has received from both Frontier Pacific and Eldorado shareholders and remain open to conclude this transaction on a consensual basis with the directors and management of Frontier Pacific,” said Paul Wright, Eldorado’s President and Chief Executive Officer, “This offer has presented Frontier Pacific shareholders with a significant premium for their shares and an attractive opportunity to join with an emerging mid-tier gold producer that will have a leading competitive position within the Aegean region and possess the financial and technical capabilities to successfully permit and develop the Perama Hill gold project.”

 

On April 20, 2008, Frontier Pacific’s largest shareholder Dundee Precious Metals, Inc., agreed to tender 41,942,800 shares, or approximately 25.5% of Frontier Pacific’s outstanding common shares, to Eldorado’s offer.

 

This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of Eldorado or Frontier Pacific. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada.

 

Eldorado has also filed with the U.S. Securities and Exchange Commission (“SEC”) a Registration Statement, which includes the offer and take-over bid circular and prospectus relating to its offer to Frontier Pacific shareholders. ELDORADO URGES INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT, THE OFFER AND TAKE OVER BID CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the offer and take-over bid circular and other documents filed by Eldorado with the Canadian securities regulators at www.sedar.com and with the SEC at the SEC’s website at www.sec.gov. The offer and take-over bid circular and other documents may also be obtained for free, from Eldorado’s website or by directing a request to Eldorado’s investor relations department by telephone at 1-888-353-8166, fax 604-687-4026 or e-mail info@eldoradogold.com or by contacting the Information Agent, Kingsdale Shareholder Services Inc., toll free at 1-866-581-1513.

 

Eldorado’s financial adviser is Macquarie Capital Markets Canada Ltd. Its legal advisors are Borden Ladner Gervais LLP in Canada and Dorsey & Whitney LLP in the United States.

How to Tender

 

Frontier Pacific shareholders wishing to accept the Eldorado offer are encouraged to tender their shares by completing the letter of transmittal accompanying the documents mailed to them and returning it together with certificates representing their Frontier Pacific shares and all other documents to the offices of Kingsdale Shareholder Services Inc. in Toronto, Ontario in accordance with the instructions in the letter of transmittal. If Frontier Pacific shares are held by a broker or other financial intermediary, Frontier Pacific shareholders should contact such intermediary and instruct it to tender their Frontier Pacific shares.

 

Market Purchases by Eldorado

 

During the term of its offer, Eldorado intends and reserves the right to purchase common shares of Frontier Pacific through the facilities of the TSX-Vother than under the terms of the offer, provided:

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Such purchases of Frontier Pacific’s common shares through the facilities of the TSX-V shall be counted in any determination as to whether the 66?% minimum tender condition to the offer has been fulfilled.

 

Not applicable.

Not applicable.

May 13, 2008.

 

 

 

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