Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - relieffrom the requirement to file an independent technical report tosupport technical disclosure in a prospectus - property the subjectof numerous previous disclosure filings supported by an independentreport and addendum, and funds from offering not being used onproperty

ApplicableOntario Provisions

NationalInstrument 43-101 Standards of Disclosure for Mineral Projects,ss. 4.2(1)1, 5.3(1)2 and 9.1

INTHE MATTER OF

THE SECURITIES LEGISLATION

OFBRITISH COLUMBIA, ALBERTA, ONTARIO

ANDQUÉBEC

AND

INTHE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

INTHE MATTER OF

ELDORADOGOLD CORPORATION

MRRSDECISION DOCUMENT

WHEREASthe local securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Alberta, Ontario and Québec(the "Jurisdictions") has received an application from EldoradoGold Corporation ("Eldorado") for a decision under the securitieslegislation of the Jurisdictions (the "Legislation") that therequirement in National Instrument 43-101 Standards of Disclosurefor Mineral Projects ("NI 43-101") to file a current technicalreport prepared by an independent qualified person (the "IndependentReport Requirement") shall not apply to Eldorado with respectto the disclosure regarding the São Bento Mine to be includedin its prospectus.

ANDWHEREAS under the Mutual Reliance Review System for ExemptiveRelief Applications (the "System") the British Columbia SecuritiesCommission is the principal regulator for this application;

ANDWHEREAS Eldorado has represented to the Decision Makersthat:

1.Eldorado is governed by the Canada Business Corporations Act andits head office is in Vancouver, British Columbia;

2.Eldorado, together with its subsidiaries, is engaged principallyin the mining and processing of gold ore and the exploration,acquisition and development of gold-bearing mineral properties;

3.Eldorado is a reporting issuer in each Jurisdiction and is notin default of any requirements of the Legislation;

4.Eldorado has:

(a)gross revenues, derived from mining operations, of at least $30million for its most recently completed financial year, and

(b)gross revenues, derived from mining operations, of at least $90million in the aggregate for its three most recently completedfinancial year,

andconsequently is a producing issuer as defined in NI 43-101;

5.as at February 28, 2002, the authorized share capital of Eldoradoconsisted of an unlimited number of common shares (the "Shares")and an unlimited number of convertible non-voting shares, of whichapproximately 102,639,517 Shares and no convertible non-votingshares were outstanding;

6.the Shares are listed and posted on the Toronto Stock Exchange;

7.Eldorado indirectly owns 100% of the São Bento Mine, aproducing mine located in Brazil, (the "Mine");

8.Watts, Griffis and McOuat Limited prepared a technical reporton the Mine entitled "Review of Operations at São BentoMineraçao, Brazil for Eldorado Corporation Ltd." datedMay 13, 1996 (the "Report") and prepared an addendum to the Reportdated April 27, 2000 and revised on May 10, 2000 entitled "Addendumto a Review of Operations at São Bento Mineraçao,Brazil for Eldorado Gold Corporation" (the "Addendum");

9.the Report and Addendum have been filed on SEDAR by Eldorado andwere previously used to support disclosure regarding the Minecontained in:

(a)a prospectus dated May 19, 2000 filed in British Columbia andOntario,

(b)a preliminary prospectus dated December 22, 2000 filed in BritishColumbia and Ontario and a final prospectus dated February 20,2001 (the "Second Prospectus") which included disclosure regardingmineral resources and reserves in respect of the Mine as of September30, 2000 as revised internally by Eldorado in accordance withthe requirements of NI 43-101,

(c)an Annual Information Form (the "2001 AIF") for the year endedDecember 31, 2000 filed on SEDAR with resource and reserves updatedto December 31, 2000, and

(d)certain prior annual information forms and annual reports of Eldorado;

10.since the filing of the Second Prospectus Eldorado has not:

(a)made any expenditures in respect of the Mine other than thoseout of working capital in respect of the operation (includingcapital expenditures) of the Mine, or

(b)undertaken any exploration at the Mine;

11.mineral resources and reserves in respect of the Mine as disclosedin the Second Prospectus have not materially changed other thana reduction in mineral reserves and resources due to productionat the Mine since the date of the Second Prospectus;

 

12.Eldorado's key development property is, and its work plan, budgetand resources are focussed on, the Kisladag project locatedin Turkey;

13.under the terms of a special warrant offering (the "Offering")Eldorado is required to file a new preliminary prospectus (the"New Preliminary Prospectus") and a new final prospectus (the"New Final Prospectus" and together with the New Preliminary Prospectusthe "New Prospectus") in each of the Jurisdictions and obtaina receipt for the New Final Prospectus from the Decision Makersby May 15, 2002;

14.none of the funds from the Offering will be used for the Mine;

15.the disclosure regarding the Mine, including disclosure of mineralresources and reserves included in the 2001 AIF, will be includedin the New Preliminary Prospectus; Eldorado intends to updatethe disclosure regarding mineral resources and reserves of theMine for the New Final Prospectus and will prepare an addendum(the "New Addendum") to the Report and Addendum to support theupdate; the New Addendum will be prepared internally by a qualifiedperson, as defined in NI 43-101, employed by one of Eldorado'ssubsidiaries; and

16.the decision to acquire the Shares on exercise of the specialwarrants under the Offering was made by the purchasers at thetime of the Offering and the New Prospectus will not be used byEldorado to market its securities.

AND WHEREASunder the System, this MRRS Decision Document evidences thedecision of each Decision Maker (collectively, the "Decision");

ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met;

THEDECISION of the Decision Makers under the Legislationis that Eldorado is exempt from the Independent Report Requirementsof NI 43-101 in respect of the disclosure regarding the Mine inthe New Prospectus, provided that:

(i)the mineral resources and reserves of the Mine are updated inaccordance with NI 43-101 in the New Final Prospectus, and

(ii)the New Addendum is prepared by a qualified person, as definedin NI 43-101, employed by one of Eldorado's subsidiaries and filedon SEDAR prior to filing the New Final Prospectus.

March25, 2002.

"BrendaLeong"