Acquisition and Placing

RNS Number:6832X
European Goldfields Ltd
04 June 2007





Immediate Release                                                    4 June 2007


                            European Goldfields Ltd

            Acquisition of an Additional 30% Interest in Hellas Gold

                        Commencement of Equity Offering

            NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
                   OR FOR DISSEMINATION IN THE UNITED STATES


1 June 2007 - European Goldfields Limited (TSX / AIM: EGU) (the "Company" or
"European Goldfields") is pleased to announce that it has agreed to acquire an
additional 30% interest in Hellas Gold S.A. ("Hellas Gold") which holds all the
Company's Greek mineral assets, increasing the Company's total interest to 95%.
The Company also announces that it has filed a preliminary short form prospectus
for a marketed offering of common shares of the Company (the "Shares"), to raise
approximately US$112 million in gross proceeds to fund development of the
Company's projects in Greece and Romania, and a secondary offering by a
shareholder of up to 3 million existing shares on issue (approximately US$15
million).


Acquisition of an Additional 30% Interest in Hellas Gold


The Company has entered into an agreement with a wholly-owned subsidiary of
Aktor S.A. ("Aktor"), a wholly-owned subsidiary of Elliniki Technodomiki TEB
A.E. (ATHEX: ELTEX) ("El-Tech"), pursuant to which the Company has conditionally
agreed to acquire an additional 30% interest in Hellas Gold (the "Acquisition")
in consideration for US$178 million, payable in common shares representing 19.9%
of the issued and outstanding shares of the Company after the completion of the
equity offering (described below) and the balance, if any, in cash. The
Acquisition will increase the Company's total interest in Hellas Gold to 95%.


El-Tech is a large Greek conglomerate with a market capitalisation in excess of
US$2 billion and investments in four fields: construction, concessions, energy
and real estate. Aktor is Greece's largest construction company.


As part of the Acquisition, Aktor has agreed to re-invest into Hellas Gold 50%
of the cash consideration it receives, if any, as funding towards maintaining
its residual 5% shareholding interest in Hellas Gold. On the completion of the
Acquisition, Aktor will also enter into a lock-up undertaking with the Company
whereby it will agree not to sell, transfer, pledge or otherwise dispose of its
Shares in the Company until the earlier of the fourth anniversary of the closing
of the Acquisition and the date on which the Company's Skouries gold-copper
porphyry mining project commences production. Aktor does not currently hold any
Shares of the Company and the only shares of the Company it will hold will be
the common shares issued as consideration for the Acquisition.


Closing of the Acquisition is subject to certain conditions, including but not
limited to completion of the treasury offering of new shares. The Acquisition is
expected to be completed within five days of the closing date of the equity
offering. The Company does not propose to make significant changes to Hellas
Gold's operations following the Acquisition. The Company intends to appoint a
representative of Aktor to its board of directors after the closing of the
Acquisition.


In the year ended December 31, 2006, Hellas Gold reported profits before tax of
US$10 million. Pursuant to Rule 13 of the AIM Rules published by the London
Stock Exchange, the Acquisition is considered to be a Related Party Transaction.
The Company's directors consider, having consulted with its nominated adviser,
Evolution Securities Limited, that the terms of the transaction are fair and
reasonable insofar as its shareholders are concerned.


Commencement of US$127 Million Equity Offering


The Company is also pleased to announce that it has filed a preliminary short
form prospectus in all provinces except Quebec, for a public offering of common
shares (the "Offering"). Aggregate gross proceeds from the treasury offering of
new shares are anticipated to be approximately US$112,000,000. The Company
intends to use the net proceeds of the treasury offering for the development of
the Company's mineral projects in Greece and Romania, and for general corporate
purposes.


The underwriters will have an option, exercisable for a period of 30 days from
the date of closing, to purchase up to a further 15% in additional Shares over
the treasury offering at a price equal to the offering price to cover
over-allotments and for market stabilization purposes (the "Over-Allotment
Option"). The Offering is being led by RBC Capital Markets as lead manager to a
syndicate of underwriters including Evolution Securities Ltd, Raymond James Ltd,
Dundee Securities Corporation and Orion Securities Inc.


The Company intends to use the net proceeds of the treasury offering for the
development of the Company's mineral projects in Greece and Romania, and for
general corporate purposes.


As part of the Offering, Mr Dimitrios Koutras, a director of the Company, who
currently owns of record 13,724,074 Shares representing approximately 12% of the
existing issued and outstanding common shares, may offer and sell in a secondary
offering up to 3 million shares on the same terms as the treasury offering. The
Company will not be entitled to any of the proceeds of the secondary offering.


Closing of the Offering is subject to certain conditions, including, but not
limited to, receipt of all necessary securities regulatory approvals (including
the approval of the Toronto Stock Exchange). The preliminary short form
prospectus has been filed on SEDAR at www.sedar.com.


Commenting on the Acquisition and the Offering, David Reading, Chief Executive
Officer of European Goldfields, said:


"The acquisition provides European Goldfields with the opportunity to increase
its ownership of high quality projects in an accretive transaction which further
aligns the interests of Aktor and European Goldfields shareholders."

"The offering provides the funding towards European Goldfields' pipeline of
projects in Greece and Romania and provides flexibility in future financing and
development options to enhance value to shareholders. Together the acquisition
and the offering represent a company transforming transaction, which should
maximise the return to our existing and new shareholders."


The Shares have not been, nor will be, registered under the United States
Securities Act of 1933, as amended, or any state securities laws and may not be
offered or sold in the United States absent registration or applicable exemption
from the registration requirement of such Act and applicable state securities
laws. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to qualification under the securities laws of any such jurisdiction.
Any public offering of securities to be made in the United States would, if
made, be made by means of a prospectus that could be obtained from the Company
that would contain detailed information about the Company and management as well
as financial statements.



About European Goldfields

European Goldfields is a resource company involved in the acquisition,
exploration and development of mineral properties in Greece, Romania and
South-East Europe.

Greece - European Goldfields holds a 65% interest in Hellas Gold S.A. Hellas
Gold owns three major gold and base metal deposits in Northern Greece. The
deposits are the polymetallic projects of Stratoni and Olympias which contain
gold, zinc, lead and silver, and the Skouries copper/gold porphyry body. Hellas
Gold commenced production at Stratoni in September 2005 and selling an existing
stockpile of Olympias gold concentrates in July 2006. Hellas Gold is applying
for permits to develop the Skouries and Olympias projects.

Romania - European Goldfields owns 80% of the Certej gold/silver project in
Romania. European Goldfields submitted in March 2007 a technical feasibility
study to the Romanian government, in support of a permit application to develop
the project.

For further information please contact:
European Goldfields:                    e-mail: [e-mail]
David Reading, Chief Executive Officer  Office: [phone]
RBC Capital Markets                     Office: [phone]
Patrick Meier / Peter Barrett-Lennard

Evolution Securities                    Office: [phone]
Frank Moxon / Simon Edwards

Buchanan Communications:                e-mail: [e-mail]
Bobby Morse / Ben Willey                Office: [phone]
Renmark Financial Communication:        e-mail: [e-mail]
Neil G. Murray-Lyon                     Office: [phone]

Forward-looking statements

Certain statements and information contained in this document, including any
information as to the Company's future financial or operating performance and
other statements that express management's expectations or estimates of future
performance, constitute forward-looking information under provisions of Canadian
provincial securities laws. When used in this document, the words "anticipate",
"expect", "will", "intend", "estimate", "forecast", "planned" and similar
expressions are intended to identify forward-looking statements or information.
Forward-looking statements include, but are not limited to, the estimation of
mineral reserves and resources, the timing and amount of estimated future
production, costs and timing of development of new deposits, permitting time
lines and expectations regarding metal recovery rates. Forward-looking
statements are necessarily based upon a number of estimates and assumptions
that, while considered reasonable by management, are inherently subject to
significant business, economic and competitive uncertainties and contingencies.
The Company cautions the reader that such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause the
actual financial results, performance or achievements of the Company to be
materially different from its estimated future results, performance or
achievements expressed or implied by those forward-looking statements and the
forward-looking statements are not guarantees of future performance. These
risks, uncertainties and other factors include, but are not limited to: changes
in the price of gold, base metals or certain other commodities (such as fuel and
electricity) and currencies; uncertainty of mineral reserves, resources, grades
and recovery estimates; uncertainty of future production, capital expenditures
and other costs; currency fluctuations; financing and additional capital
requirements; the successful and timely permitting of the Company's Skouries,
Olympias and Certej projects; legislative, political, social or economic
developments in the jurisdictions in which the Company carries on business;
operating or technical difficulties in connection with mining or development
activities; the speculative nature of gold and base metals exploration and
development, including the risks of diminishing quantities or grades of
reserves; the risks normally involved in the exploration, development and mining
business; and risks associated with internal control over financial reporting.
For a more detailed discussion of such risks and material factors or assumptions
underlying these forward-looking statements, see the Company's Annual Info
rmation Form for the year ended 31 December 2006, filed on SEDAR at
www.sedar.com. The Company does not intend, and does not assume any obligation,
to update or revise any forward-looking statements whether as a result of new
information, future events or otherwise, except as required by law.




                      This information is provided by RNS
            The company news service from the London Stock Exchange

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