6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of February 2012

Commission File Number 001-31522

ELDORADO GOLD CORPORATION

(Translation of registrant’s name into English)

1188-550 Burrard Street

Vancouver, British Columbia

Canada V6C 2B5

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F   o     Form 40-F  x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   o              

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    o            

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ELDORADO GOLD CORPORATION

Date:   February 21, 2012 /s/ Dawn Moss Dawn Moss Corporate Secretary

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INDEX TO EXHIBITS

99.1 Press Release dated February 21, 2012

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EX-99.1

EXHIBIT 99.1

   

European Goldfields Limited and Eldorado Gold Corporation Announce Shareholder

Approval of the Merger

Vancouver, British Columbia – February 21, 2012. – European Goldfields Limited (“European Goldfields”) (AIM: EGU, TSX: EGU) and Eldorado Gold Corporation (“Eldorado”) (TSX: ELD, NYSE: EGO, ASX: EAU) today announce the positive outcome of the shareholder vote of the previously announced plan of arrangement whereby Eldorado will acquire all the securities of European Goldfields (the “Arrangement”).

97.85% of European Goldfields’ shares voted at the shareholders’ meeting held on February 21 have voted in favour of the special resolution approving the Arrangement.

96.04% of the Eldorado shares voted at the Eldorado shareholders’ meeting have approved the issuance of up to 167,189,798 of Eldorado’s common shares in connection with the Arrangement.

European Goldfields will apply for a final order of the Supreme Court of Yukon for approval of the Arrangement on February 22, 2012, and, assuming receipt of court approval, expects the Arrangement to be effective on February 24, 2012.

“The overwhelmingly positive approval of the merger with Eldorado resoundingly affirms the merits of the transaction, and underscores the potential of the combined group as the leading growth oriented intermediate gold producer," commented Martyn Konig, Executive Chairman and President of European Goldfields.

“We are pleased with the shareholder support for this transaction enhancing Eldorado’s position as the dominant low cost, high growth, gold producer in the region,” said Paul Wright, President and CEO of Eldorado Gold. “We look forward to further developing our business interests, taking full advantage of the excellent operating teams and working relationships established by European Goldfields in both Greece and Romania.”

Eldorado’s shareholders with questions regarding the Arrangement can contact Kingsdale Shareholder Services Inc., Eldorado’s proxy solicitation firm, toll-free at 1-877-657-5856 or by email at contactus@kingsdaleshareholder.com.

European Goldfields’ shareholders with questions regarding the Arrangement can contact Phoenix Advisory Partners, European Goldfields’ proxy solicitation firm for the Meeting, toll-free in North America at 1-800-243-9416 or in the United Kingdom at +44(0) 808-101-1697 or by email at inquiries@phoenixadvisorypartners.com.

About Eldorado Gold

Eldorado is a gold producing, exploration and development company actively growing businesses in Turkey, China, Brazil and Greece. With our international expertise in mining, finance and project development, together with highly skilled and dedicated staff, we believe that our company is well positioned to grow in value as we create and pursue new opportunities.

About European Goldfields

European Goldfields is a developer-producer with globally significant gold reserves located within the European Union. The Company generates cash flow from its 95% owned Stratoni operation, a high grade lead/zinc/silver mine in North-Eastern Greece.

ON BEHALF OF ELDORADO GOLD CORPORATION	ON BEHALF OF EUROPEAN GOLDFIELDS LIMITED
“Paul N. Wright”	“Martyn Konig”
Paul N. Wright	Martyn Konig
President and Chief Executive Officer	Executive Chairman and President

None of the securities anticipated to be issued pursuant to the Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issued in the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a) (10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Certain of the statements made herein may contain forward-looking statements or information within the meaning of applicable Canadian and US securities laws.   Forward-looking statements or information herein include, but are not limited, to statements or information with respect to the application for a final order or the expected closing date of the Arrangement. Forward-looking statements and forward-looking information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Eldorado or European Goldfields to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. We have made certain assumptions about the forward-looking statements and information, including assumptions about the ability to achieve our goal of concluding this transaction. Even though our management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that the forward-looking statement or information will prove to be accurate. Furthermore, should one or more of the risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or information. These risks, uncertainties and other factors include, among others, the ability to satisfy the conditions of the transaction,  as well as those factors discussed in the sections entitled "Forward-Looking Statements" and "Risk Factors" in the respective information circulars for the Eldorado and European Goldfields meetings and Eldorado’s and European Goldfields’ Annual Information Form & Form 40-F, as applicable. There can be no assurance that forward-looking statements or information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, you should not place undue reliance on the forward-looking statements or information contained herein. Except as required by law, we do not expect to update forward-looking statements and information continually as conditions change and you are referred to the full discussion of the Eldorado’s and European Goldfields’ business contained in their respective reports filed with the securities regulatory authorities in Canada and the U.S.

Contact:

Eldorado Gold Corporation Nancy E.  Woo, VP, Investor Relations Phone: 604.601.6650 or 1.888.353.8166 Fax: 604.687.4026 Email: nancyw@eldoradogold.com Request for information packages: reception@eldoradogold.com 1188, 550 Burrard Street Vancouver, BC V6C 2B5 Website: www.eldoradogold.com

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European Goldfields Steve Sharpe, SVP Business Development Email:  info@egofields.com Tel:  +44 (0) 20 7408 9534	Liberum Capital Limited Michael Rawlinson / Tom Fyson Tel:  +44 (0) 20 3100 2000
Brunswick Carole Cable / Fiona Micallef-Eynaud Email:  egoldfields@brunswickgroup.com Tel: +44 (0) 20 7404 5959	BMO Capital Markets Egizio Bianchini / Gary Mattan Tel: +1 (0) 416 359 4001
Lazard & Co., Ltd Spiro Youakim / Chris Seherr-Thoss Tel:  +44 (0) 20 7187 2000

For further information please see the European Goldfields website at www.egoldfields.com

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