MD Filed by Filing Services Canada Inc. 403-717-3898

0001137171-12-000413.txt : 20121029 0001137171-12-000413.hdr.sgml : 20121029 20121029140335 ACCESSION NUMBER: 0001137171-12-000413 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20121029 FILED AS OF DATE: 20121029 DATE AS OF CHANGE: 20121029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELDORADO GOLD CORP /FI CENTRAL INDEX KEY: 0000918608 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31522 FILM NUMBER: 121166575 BUSINESS ADDRESS: STREET 1: SUITE 1188 - BENTALL 5 STREET 2: 550 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2B5 BUSINESS PHONE: (604) 687-4018 MAIL ADDRESS: STREET 1: SUITE 1188 - BENTALL 5 STREET 2: 550 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2B5 FORMER COMPANY: FORMER CONFORMED NAME: ELDORADO CORP LTD /FI DATE OF NAME CHANGE: 19960701 FORMER COMPANY: FORMER CONFORMED NAME: ELDORADO GOLD CORP /FI DATE OF NAME CHANGE: 19940203 6-K 1 eldorado6k10292012.htm ELDORADO GOLD CORPORATION 6- K MD Filed by Filing Services Canada Inc. 403-717-3898

FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of October, 2012

Commission File Number 001-31522

Eldorado Gold Corporation
(Translation of registrant's name into English)

1188-550 Burrard Street

Bentall 5

Vancouver, B.C.

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....[ ]..... 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): ____

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): ____

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.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [ ] No [ X ]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

Signatures

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.

Date: October 29, 2012

ELDORADO GOLD CORPORATION

/s/ Dawn Moss

Dawn Moss, Corporate Secretary

Exhibits

99.1 News Release dated October 26, 2012

99.2 Management Discussion and Analysis for the three and nine month periods ended September 30, 2012

99.3 Notes to the unaudited condensed consolidated financial statements

EX-99.1 2 newsrelease.htm NEWS RELEASE DATED OCTOBER 26, 2012 MD Filed by Filing Services Canada Inc. 403-717-3898

NEWS RELEASE	ELD No. 12-26
TSX: ELD NYSE: EGO	October 26, 2012

2012 Third Quarter Financial and Operating Results

Earnings per share $0.11; Cash Flow per share $0.16

(all figures in United States dollars unless otherwise noted)

VANCOUVER, BC – Eldorado Gold Corporation (“Eldorado”, the “Company” or “We”), reported profit attributable to shareholders of the Company of $75.8 million for the period, and generated $110.8 million in cash from operating activities before changes in non-cash working capital.

Q3 2012 Summary Results

·	Gold production of 169,565 ounces at an average cash operating cost of $493 per ounce, including 14,442 ounces of Efemcukuru pre-commercial production (Q3 2011 gold production – 179,195 ounces at $397 per ounce).

·	Gold sales of 165,365 ounces at $1,670 per ounce, including 10,524 ounces of Efemcukuru sales related to pre-commercial production (Q3 2011 gold sales – 179,513 ounces at $1,700 per ounce).

·	Profit attributable to shareholders of the Company of $75.8 million or $0.11 per share (Q3 2011 - $102.5 million or $0.19 per share).

·	$110.8 million generated in cash from operating activities before changes in non-cash working capital (Q3 2011 - $159.7 million).

·	Company production guidance for 2012 maintained at 660,000 ounces of gold at cash operating costs of approximately $465 per ounce.

Financial Results

Net income for the quarter was $75.8 million (or $0.11 per share), compared with $102.5 million (or $0.19 per share) in the third quarter of 2011. The decrease in net income year over year was mainly due to lower gold sales volumes and prices. The Company sold 154,841 ounces in the third quarter of 2012 (not including 10,524 ounces of precommercial sales from Efemcukuru) as compared with 179,513 ounces in the third quarter of 2011.

Commercial sales volumes by mine	3 months ended September 30		9 months ended September 30,
	2012	2011	2012	2011
Gold ounces sold	154,841	179,513	438,421	490,207
- Kisladag	83,750	87,121	210,905	204,345
- Tanjianshan	28,944	26,935	84,932	87,405
- Jinfeng	25,805	44,187	86,663	139,086
- White Mountain	16,342	21,270	55,921	59,371
Average price per oz.	$1,670	$1,700	$1,665	$1,546
Gold revenue (millions)	$258.5	$305.2	$729.9	$757.6

Operating Performance

Kisladag

Kisladag placed 3.2 million tonnes of ore on the leach pad during the quarter at a grade of 1.05 grams per tonne (Q3 2011 – 3.5 million tonnes of ore at 0.90 grams per tonne). Kisladag produced 84,016 ounces of gold at a cash operating cost of $334 per ounce in the quarter as compared to 86,788 ounces at a cash operating cost of $377 per ounce during Q3 2011. Gold production at Kisladag for the quarter was slightly lower year over year mainly due to the stacking and leaching schedule. Daily production rates increased during the quarter and we expect to see an increase in production during the fourth quarter. Lower cash costs during the quarter were largely a result of higher grade material being placed on the leach pad during the year.

Tanjianshan(“TJS”)

TJS processed 283,654 tonnes of ore at a grade of 3.55 grams per tonne in the quarter compared to 218,330 tonnes at a grade of 4.25 during Q3 2011. The mine produced 28,944 ounces of gold at a cash operating cost of $396 per ounce in the quarter as compared to 26,935 ounces at a cash operating cost of $353 per ounce in Q3 2011. Gold production at TJS during the third quarter of 2012 was higher than the same quarter of 2011 as a result of increased mill throughput and slightly higher recovery rates, which offset the lower mill head grades. The increase in cash costs during the quarter was mainly due to the lower head grade.

Jinfeng

Jinfeng processed 356,575 tonnes of ore at a grade of 2.43 grams per tonne during the quarter compared to 379,352 tonnes at a grade of 4.26 grams per tonne during Q3 2011. The mine produced 25,821 ounces of gold at a cash operating cost of $946 per ounce during the quarter compared to 44,202 ounces at a cash operating cost of $424 during Q3 2011. Gold production at Jinfeng in Q3 2012 was lower than the same quarter of 2011 due to lower head grades and mill throughput. The open pit is currently in a waste stripping phase and lower grade stockpile material is being treated to make up for the lack of open pit ore. Cash costs were considerably higher due to the lower grade and mill throughput.

White Mountain

White Mountain processed 210,114 tonnes of ore at a grade of 3.14 grams of gold per tonne in the quarter compared to 191,157 tonnes at a grade of 4.15 grams per tonne during Q3 2011. The mine produced 16,342 ounces of gold at a cash operating cost of $766 per ounce during the quarter compared to 21,270 ounces at $475 per ounce during Q3 2011. Gold production at White Mountain in the third quarter of 2012 was lower than in the same period of 2011. This decrease was largely due to lower grades being mined and processed during the quarter, which also negatively affected the cash costs.

Efemcukuru

The Efemcukuru mine and mill operated at expected levels with 93,779 tonnes of ore processed at a grade of 9.31 grams of gold per tonnes in the quarter and approximately 27,005 ounces of gold recovered in concentrate. The paste fill system was commissioned during the quarter and the underground crushing system was completed and is now operational.

During the quarter 14,442 ounces were poured as pre-commercial production during the commissioning and testing of the Kisladag concentrate treatment plant. In September, the concentrate treatment plant was not being operated pending modifications to the circuit. We plan to sell the existing concentrate and future concentrate production to a third party until the modifications are completed. At the end of the quarter there were approximately 51,000 ounces of gold contained in concentrate.

Vila Nova

During the quarter Vila Nova processed 161,859 wet metric tonnes and sold 123,180 dry metric tonnes of iron ore compared to 148,220 wet metric tonnes produced and 170,781 dry metric tonnes sold in Q3 2011. Iron ore production in Q3 2012 increased at Vila Nova compared to the same quarter of 2011, mainly as a result of improved efficiencies in both the mine and treatment plant. Three shipments were completed in the quarter. These were 2 lump shipments and one sinter shipment. Operating costs averaged $56 per dry metric tonne (Q3 2011 - $64 per dry metric tonne).

Stratoni

Development

Eastern Dragon

At Eastern Dragon work continued during the quarter on the preparation of the Project Permit Approval (PPA) to be submitted to the National Development and Reform Commission (NDRC). We anticipate that the application will be submitted by the end of 2012. Construction activities have been suspended until the PPA is approved.

Tocantinzinho

The Tocantinzinho project was granted the Preliminary Environmental License (PEL) in September, an important milestone in the permitting phase. The PEL confirms the environmental feasibility of the project and allows the Company to apply for the Construction License, the final permit needed for construction to commence. Work on site was limited to environmental and hydrology field work in the immediate area, along with geotechnical drilling of the proposed road corridor. The feasibility study is well advanced and will be completed in the fourth quarter 2012.

Perama Hill

Drilling activity at the Perama site continued throughout the quarter. Geotechnical drill holes have been drilled in the plant site to support geotechnical design analysis for civil structures and foundations. In addition drilling in the open pit area has been carried out to obtain drill core for geotechnical analysis for pit slope stability design. Processing of the Perama Environmental Impact Assessment (EIA) application through the Ministry of Environment (MOE) continues, with a decision expected before the end of the year. Public meetings have been held in the district as prescribed by the MOE. All indications from the government agencies remain positive towards the project.

Olympias

Rehabilitation of the Olympias underground mine and processing plant continued during the quarter. In the mine, 406 meters of underground access was rehabilitated or developed. Development of the tunnel linking Stratoni and Olympias progressed well during the quarter, with 108 meters of advance. Metallurgical testwork to evaluate the proposed new processing facility at Stratoni continued during the third quarter. Commissioning of the Olympias processing plant was on-going during the quarter.

Skouries

Site work at Skouries during the quarter consisted mainly of tree cutting at the plant site, construction of access roads, and earthworks for various site infrastructures.

Certej

The Environmental Permit for Certej was approved by the Timisoara Regional Department of Environment during the quarter. Construction work advanced during the quarter on the temporary power line to site and the water pumping station on the Mures River.

Exploration Update

A total of 54,300 metres of exploration drilling were completed during the quarter at our exploration projects and mine operations in Greece, Romania, Turkey, Brazil, and China. With 132,800 meters of drilling completed year-to-date, we are on track to complete our 2012 exploration programs according to plan.

Turkey

In Turkey, drilling during the quarter continued at the Efemçukuru minesite, and commenced at Kisladag and at three reconnaissance projects (Sebin, Dolek, and Gaybular).

Exploration drilling resumed at the Kisladag minesite late in the quarter, testing conceptual targets defined by a combination of three-dimensional induced polarization/resistivity surveys, detailed ground magnetics, and soil geochemistry anomalies. This program is directed towards identifying possible mineralized satellite intrusions to the main porphyry system.

Six drillholes were completed at the Sebin porphyry/epithermal prospect in the Pontide Belt. The project area covers a large surface alteration zone with locally anomalous copper, molybdenum and gold values, but no significant mineralization has been intersected to date in drillholes. Drilling also began at the Dolek prospect in the Pontide Belt, and at the Gaybular project in Western Turkey.

At Efemcukuru 32 drillholes (8,440 metres) were completed on the Kestane Beleni northwest extension (KBNW), South Ore Shoot (SOS), and Kokarpinar vein targets. At KBNW, drilling defined a new shallowly northwest-plunging lower zone of mineralization which has been traced for nearly 400 metres along strike and remains open to the northwest. At the SOS, drilling identified high gold grades at 50 to 75 metre stepouts from previous mineralized holes. At Kokarpinar, limited drillsite availability meant that drilling was focused on shallow targets on the central and southern part of the vein. Selected drilling results are summarized in the table below:

Selected Q3 drilling results, Efemcukuru:

Hole ID	From(m)	To (m)	Interval(m)	Au (g/t)	Ag (g/t)	Pb (%)	Zn (%)
Kestane Beleni Northwest Extension (lower zone)
KV-433	215.15	216.50	1.35	29.70	24.10	0.88	2.02
KV-444	170.86	172.58	1.72	27.46	19.61	1.61	2.23
KV-447	240.27	241.48	1.21	65.59	63.40	2.26	4.56
KV-448	183.83	186.20	2.37	7.39	37.90	2.88	1.20
South Ore Shoot (deep step-out drilling)
KV-496	223.00	224.50	1.50	4.95	3.70	0.01	0.03
KV-497	297.60	300.91	3.31	15.67	19.78	1.00	1.73
KV-501	282.50	287.20	4.70	11.80	8.00	0.02	0.03
including	286.10	287.20	1.10	44.80	26.70	0.01	0.02
Kokarpinar Vein
KV-459	222.55	227.50	4.95	6.84	Assays not yet completed
KV-423	225.20	226.00	0.80	283.00	110.00	0.03	0.11

Greece

Drilling continued at the Piavitsa prospect, with seven holes completed and approximately 7,500 metres drilled during the quarter. The primary target at Piavitsa is polymetallic, gold-silver rich, carbonate replacement sulfide mineralization along the Stratoni fault zone, similar to that typical of the Olympias deposit. All 23 drillholes completed in this year’s program have intersected the fault zone near the projected depth, and have cut intervals in the fault zone with some combination of massive sulfide, disseminated sulphide, or oxide material. Selected drilling results are summarized in the table below:

Selected Q3 drilling results, Piavitsa Project:

Hole ID	From(m)	To (m)	Interval(m)	Au (g/t)	Ag (g/t)	Pb (%)	Zn (%)
Stratoni Fault replacement-style zones
PHG065	436.00	440.00	4.00	2.05	19.20	0.35	0.46
PHG066	207.00	210.00	3.00	9.57	18.10	0.02	0.03
PHG067A	62.00	66.00	4.00	2.12	3.50	0.02	0.05
and	81.00	83.00	2.00	5.33	4.20	0.00	0.01
PHG070	209.00	232.00	23.00	4.35	85.30	2.92	1.68
including	215.00	223.00	8.00	11.89	228.40	8.27	4.65
PHG071	160.70	168.20	7.50	1.21	14.30	0.19	0.76
PHG072	182.00	188.00	6.00	1.38	7.70	0.06	0.11
PHG073	42.00	54.00	12.00	2.21	37.00	0.44	1.70
including	48.00	52.00	4.00	4.98	49.10	0.98	3.43
PHG074	80.00	87.00	7.00	1.20	7.40	0.02	0.23
PHG076	150.00	156.70	6.70	1.80	37.10	0.90	2.76
	184.90	185.40	0.50	42.40	25.00	0.11	0.29
Hangingwall epithermal vein zones
PHG078	86.70	107.00	20.30	2.32	11.40	0.31	0.56
	142.00	164.00	22.00	1.61	3.10	0.06	0.09
	197.80	210.00	12.20	1.00	13.90	0.06	0.04

At Skouries, 17 drillholes (6,500 metres) were completed in the quarter, representing roughly half of the planned infill and confirmation programs. Infill drillholes have documented low but consistent copper and gold grades within the in-pit inferred resource halo of the deposit including 94.0 metres at 0.3 grams per tonne gold and 0.27% copper in hole SOP-99; and 92.0 metres at 0.32 grams per tonne gold and 0.31% copper in hole SOP-100. Confirmation drillholes have intersected the intensely stockwork veined potassically-altered deposit core, with copper and gold grades similar to that predicted by the resource model.

At the Fisoka copper-gold porphyry prospect, two holes were completed during the quarter on the northern stock, and drilling has now shifted to the untested central stock area. The northern stock drilling further defined the shallow supergene zone outlined in previous drilling programs.

At Perama Hill geotechnical, metallurgical and infill drilling was conducted on the main deposit and infrastructure sites. Exploration drilling of targets outside of the existing resource model and at Perama South will commence in Q4 2012.

Romania

At the Certej deposit, drill programs were completed during the quarter in the West Pit and Link Zone target areas. In the West Pit area, drilling tested for extensions of the high-grade Hondol and Kaiser vein systems, which were historically exploited in underground openings. Although this drilling failed to identify continuous high-grade veins, it outlined an approximately 50 metre wide, tabular west by northwest-striking zone of lower grade material which will be further tested in 2013. The Link Zone program, targeting underdrilled areas of the deposit between the West and Main zones, was completed during the quarter with 14 holes (5,700 metres) drilled. Most of these holes intersected zones of strong gold mineralization, which has positively impacted the deposit resource model.

China

Exploration drilling in China during the quarter included projects in the Guizhou, Jilin, and Qinghai regions. In Guizhou, exploration drilling was conducted within the Jinfeng mining license, at the nearby Shizhu prospect, and at the Weiruo prospect (Jinluo exploration license). At the Jinfeng deposit, exploration drilling continued to focus on the F3, F6, and F7 mineralized structures from both surface and underground drill locations. A total of 19 holes representing approximately 5,700 metres of drilling were completed. The surface drilling program continues to produce high grade intercepts associated with the F6 structure, with notable intercepts during the quarter including 16.0 metres at 16.49 grams per tonne gold (HDDS0275); 6.0 metres at 15.59 grams per tonne gold (also HDDS0275), and 22.0 metres at 5.14 grams per tonne gold (HDDS0282).

In Qinghai (Tanjianshan), the Qinglongtan North and Xijingou drilling programs were completed during the quarter, with 9 drillholes and 27 drillholes respectively. At Qinglongtan North, drilling focused on previously untested areas down dip and along strike from the northern end of the previously mined deposit. Several of these holes intersected strong mineralization, including intervals of 26.0 metres at 9.24 grams per tonne gold (QD279) and 9.1 metres at 2.68 grams per tonne gold (QD278). These new intercepts may represent a new high grade gold zone lying beneath the known deposit, and further drill testing is planned for the fourth quarter of 2012. At Xinjingou, step-out drilling tested for extensions to the known zones of high grade mineralization. Notable results from this program include 11.8 metres at 11.51 grams per tonne gold (XD073); 4.0 metres at 15.79 grams per tonne gold (XD075), and 9.0 metres at 8.01 grams per tonne gold (also XD075). Results are being compiled to determine if further drilling is justified at Xijingou. Late in the quarter, a second phase of drilling was initiated at the Jinlonggou deposit, testing a variety of near-pit structurally-defined targets.

In the Jilin region (White Mountain), drilling was conducted at the Dongdapo, Xiaoshiren, and Zhenzhumen prospect areas. No significant results have been obtained to date.

Brazil

No drilling was conducted during the quarter at the Tocantinzinho project. Exploration activities focused on reconnaissance-level evaluation of the adjacent Rubens Zilio license area through systematic soil sampling and prospecting.

At the Agua Branca project (35 kilometres south of Tocantinzinho) the 2012 drilling program was concluded, with 15 drillholes during the quarter testing for along-strike extensions of the Camarao zone. Although the mineralized zone demonstrates continuity to the southwest, grades are erratic, and no significant wide intercepts were obtained. Additional auger drilling, mapping, and rock sampling programs are underway to generate new drill targets at Agua Branca.

Fieldwork commenced during the quarter at the new Chapadinha project, which we are exploring under an option agreement. The Chapadinha project covers an area with extensive garimpo workings exploiting narrow veins high gold grades. Our work program is directed towards defining drill targets that will assess the potential of the area for a bulk-tonnage style deposit.

About Eldorado

Eldorado is a gold producing, exploration and development company actively growing businesses in Turkey, China, Greece, Brazil and Romania. 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.

ON BEHALF OF

ELDORADO GOLD CORPORATION

“Paul N. Wright”

Paul N. Wright

Chief Executive Officer

Conference Call

Eldorado will host a conference call on Friday October 26, 2012 to discuss the 2012 Third Quarter Financial and Operating Results at 11:30am EDT (8:30am PDT). You may participate in the conference call by dialling 416-340-9432 in Toronto or 1-877-440-9795 toll free in North America and asking for the Eldorado Conference Call with Chairperson: Paul Wright, CEO of Eldorado Gold.

The call will be available on Eldorado’s website. www.eldoradogold.com. A replay of the call will be available until November 2, 2012 by dialling 905-694-9451 in Toronto or 1-800-408-3053 toll free in North America and entering the Pass code: 3971093.

Qualified Person(s)

Dr. Peter Lewis, P.Geo., VP Exploration for Eldorado Gold Corporation, is the Qualified Person for the technical disclosure of exploration results in this news release. Dr. Lewis is the Qualified Person as defined in the National Instrument 43-101 (Standards of Disclosure for Mineral Projects) of the Canadian Securities Regulators, responsible for preparing or supervising the preparation of the scientific or technical information contained in this document and verifying the technical data disclosed in the document relating to exploration results. Dr. Lewis consents to the inclusion in this news release of the matters based on his information in the form and context in which it appears.

Assay results reported in this release district were diamond drill core samples prepared at Eldorado's sample preparation facilities in Turkey and China. The prepared samples were sent to and assayed at various ACME and ALS analytical facilities worldwide. For all projects, analyses were done on sawn half core samples. Analysis for gold used fire assay (AA finish or Gravimetric Finish) whereas AA and ICP methods were used for Ag, Cu, Pb and Zn analyses. Assay quality was monitored and controlled by the regular insertion of standard reference materials, blank samples and duplicate samples prior to shipment from the respective sample preparation site.

Certain of the statements made herein may contain forward-looking statements or information within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. Often, but not always, forward-looking statements and forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements or information herein include, but are not limited, to the Company’s Q3, 2012 Financial and Operating Results.

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 the Company 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 and 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 following: gold price volatility; discrepancies between actual and estimated production, mineral reserves and resources and metallurgical recoveries; mining operational and development risk; litigation risks; regulatory restrictions, including environmental regulatory restrictions and liability; risks of sovereign investment; currency fluctuations; speculative nature of gold exploration; global economic climate; dilution; share price volatility; competition; loss of key employees; additional funding requirements; and defective title to mineral claims or property, as well as those factors discussed in the sections entitled “Forward-Looking Statements” and "Risk Factors" in the Company's Annual Information Form & Form 40-F dated March 30, 2012

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 Company's business contained in the Company's reports filed with the securities regulatory authorities in Canada and the U.S.

Eldorado Gold Corporation’s common shares trade on the Toronto Stock Exchange (TSX: ELD) and the New York Stock Exchange (NYSE: EGO).

Contact

Nancy Woo, VP Investor Relations

Eldorado Gold Corporation

Phone: 604.601-6650 or 1.888.353.8166	1188, 550 Burrard Street
Fax: 604.687.4026	Vancouver, BC V6C 2B5
Email: nancyw@eldoradogold.com	Web site: www.eldoradogold.com

Request for information packages: laurelw@eldoradogold.com

PRODUCTION HIGHLIGHTS

	First Quarter 2012	Second Quarter 2012	Third Quarter 2012	Third Quarter 2011	First Nine Months 2012	First Nine Months 2011
Gold Production
Ounces Sold	150,661	132,919	154,841	179,513	438,421	490,207
Ounces Produced	151,242	132,472	155,123	179,195	438,837	490,201
Cash Operating Cost ($/oz)1,3,4	452	480	493	397	475	401
Total Cash Cost ($/oz)2,3,4	529	550	567	463	549	467
Realized Price ($/oz - sold)	1,707	1,612	1,670	1,700	1,665	1,546
Kişladağ Mine, Turkey
Ounces Sold	65,164	61,991	83,750	87,121	210,905	204,345
Ounces Produced	65,707	61,575	84,016	86,788	211,298	204,309
Tonnes to Pad	3,140,492	3,259,574	3,245,700	3,520,220	9,645,766	9,055,906
Grade (grams / tonne)	1.13	1.30	1.05	0.90	1.16	0.94
Cash Operating Cost ($/oz)3,4	339	333	334	377	335	383
Total Cash Cost ($/oz)2,3,4	374	357	363	401	365	406
Tanjianshan Mine, China
Ounces Sold	28,816	27,172	28,944	26,935	84,932	87,405
Ounces Produced	28,816	27,172	28,944	26,935	84,932	87,405
Tonnes Milled	262,793	245,456	283,654	218,330	791,904	721,098
Grade (grams / tonne)	4.00	3.73	3.55	4.25	3.75	4.12
Cash Operating Cost ($/oz)3,4	408	432	396	353	411	365
Total Cash Cost ($/oz)2,3,4	605	621	593	541	606	552
Jinfeng Mine, China
Ounces Sold	35,197	25,661	25,805	44,187	86,663	139,086
Ounces Produced	35,235	25,630	25,821	44,202	86,686	139,116
Tonnes Milled	368,756	337,560	356,575	379,352	1,062,891	1,161,739
Grade (grams / tonne)	3.17	2.68	2.43	4.26	2.77	4.21
Cash Operating Cost ($/oz) 3,4	643	786	946	424	775	418
Total Cash Cost ($/oz) 2,3,4	715	858	1,044	509	855	483
White Mountain Mine, China
Ounces Sold	21,484	18,095	16,342	21,270	55,921	59,371
Ounces Produced	21,484	18,095	16,342	21,270	55,921	59,371
Tonnes Milled	158,114	188,038	210,114	191,157	556,266	523,926
Grade (grams / tonne)	4.46	3.60	3.14	4.15	3.67	4.40
Cash Operating Cost ($/oz) 3,4	543	622	766	475	634	475
Total Cash Cost ($/oz) 2,3,4	588	666	813	519	679	517

1	Cost figures calculated in accordance with the Gold Institute Standard.

2	Cash Operating Costs, plus royalties and the cost of off-site administration.

3	Cash operating costs and total cash costs are non-GAAP measures. See the section "Non-GAAP Measures" of this Review.

4	Cash operating costs and total cash costs have been recalculated for prior quarters based on ounces sold.

Eldorado Gold Corporation

Unaudited Condensed Consolidated Balance Sheets

(Expressed in thousands of U.S. dollars)

	Note		September 30, 2012			December 31, 2011

ASSETS
Current assets
Cash and cash equivalents			$	271,401		$	393,763
Restricted cash		6		36,794			55,390
Marketable securities				3,052			2,640
Accounts receivable and other				55,402			42,309
Inventories				216,216			164,057
				582,865			658,159
Non-current inventories				21,700			26,911
Investments in significantly influenced companies				30,093			18,808
Deferred income tax assets				3,253			4,259
Restricted assets and other				42,387			38,430
Defined benefit pension plan		8		4,155			-
Property, plant and equipment				6,012,298			2,847,910
Goodwill				669,311			365,928
				7,366,062			3,960,405
LIABILITIES & EQUITY
Current liabilities
Accounts payable and accrued liabilities				214,596			168,367
Current debt		7		45,558			81,031
				260,154			249,398
Debt		7		50,000			-
Asset retirement obligations				51,286			43,213
Defined benefit pension plan		8		-			19,969
Deferred income tax liabilities				871,056			336,579
				1,232,496			649,159
Equity
Share capital		9		5,290,316			2,855,689
Treasury stock				(7,317	)		(4,018	)
Contributed surplus				69,278			30,441
Accumulated other comprehensive loss				(17,162	)		(10,069	)
Retained earnings				479,894			382,716
Total equity attributable to shareholders of the Company				5,815,009			3,254,759
Attributable to non-controlling interests				318,557			56,487
				6,133,566			3,311,246
				7,366,062			3,960,405

Approved on behalf of the Board of Directors

(Signed) Robert R. Gilmore

Director

(Signed) Paul N. Wright Director

The accomanying notes are an integral part of these consolidated financial statements.

Eldorado Gold Corporation

Unaudited Condensed Consolidated Income Statements

(Expressed in thousands of U.S. dollars except per share amounts)

	Three months ended						Nine months ended
	September 30,						September 30,
	2012			2011			2012			2011
Revenue
Metal sales	$	281,839		$	327,364		$	797,579		$	799,088
Cost of sales
Production costs		107,615			95,020			293,340			250,762
Depreciation and amortization		26,082			29,954			78,635			91,014
		133,697			124,974			371,975			341,776
Gross profit		148,142			202,390			425,604			457,312
Exploration expenses		11,130			6,913			29,899			15,359
General and administrative expenses		17,518			11,207			53,345			45,815
Defined benefit pension plan expense		638			418			1,899			1,274
Share based payments		4,396			3,599			17,210			15,403
Transaction costs		552			-			20,005			-
Foreign exchange (gain) loss		(1,926	)		3,530			(2,227	)		5,558
Operating profit		115,834			176,723			305,473			373,903
(Gain) loss on disposal of assets		(23	)		420			423			(2,672	)
Loss (gain) on marketable securities and other investments		-			1,528			(1,032	)		239
Loss on investments in significantly influenced companies		1,375			1,067			3,119			2,861
Other income		(264	)		(2,792	)		(2,641	)		(4,808	)
Asset retirement obligation accretion		457			387			1,328			1,160
Interest and financing costs		1,481			2,293			3,615			5,407
Profit before income tax		112,808			173,820			300,661			371,716
Income tax expense		34,435			63,077			98,965			120,520
Profit for the period		78,373			110,743			201,696			251,196

Attributable to:
Shareholders of the Company		75,845			102,478			190,320			229,816
Non-controlling interests		2,528			8,265			11,376			21,380
		78,373			110,743			201,696			251,196

Weighted average number of shares outstanding
Basic		712,789			549,085			680,121			548,800
Diluted		713,340			551,309			681,222			550,737

Earnings per share attributable to shareholders of the Company:
Basic earnings per share		0.11			0.19			0.28			0.42
Diluted earnings per share		0.11			0.19			0.28			0.42

The accomanying notes are an integral part of these consolidated financial statements.

Eldorado Gold Corporation

Unaudited Condensed Consolidated Statements of Comprehensive Income

(Expressed in thousands of U.S. dollars)

	Three months ended						Nine months ended
	September 30,						September 30,
	2012			2011			2012			2011
Profit for the period	$	78,373		$	110,743		$	201,696		$	251,196
Other comprehensive income loss:
Change in fair value of available-for-sale financial assets (net of income taxes of nil and $12; and nil and $12)		(231	)		(399	)		(1,368	)		(1,383	)
Realized gains on disposal of available-for-sale financial assets transferred to net income		-			-			(24	)		(434	)
Actuarial losses on defined benefit pension plans		-			-			(5,701	)		-
Total other comprehensive loss for the period		(231	)		(399	)		(7,093	)		(1,817	)
Total comprehensive income for the period		78,142			110,344			194,603			249,379

Attributable to:
Shareholders of the Company		75,614			102,079			183,227			227,999
Non-controlling interests		2,528			8,265			11,376			21,380
		78,142			110,344			194,603			249,379

The accomanying notes are an integral part of these consolidated financial statements.

Eldorado Gold Corporation

Unaudited Condensed Consolidated Statements of Cash Flows

(Expressed in thousands of U.S. dollars)

			Three months ended						Nine months ended
			September 30,						September 30,
	Note		2012			2011			2012			2011
Cash flows generated from (used in):
Operating activities
Profit for the period			$	78,373		$	110,743		$	201,696		$	251,196
Items not affecting cash
Asset retirement obligation accretion				457			387			1,328			1,160
Depreciation and amortization				26,082			29,954			78,635			91,014
Unrealized foreign exchange (gain) loss				(446	)		1,500			(809	)		6,261
Deferred income tax (recovery) expense				(42	)		10,079			(6,730	)		374
(Gain) loss on disposal of assets				(23	)		420			423			(2,672	)
Loss on investments in significantly influenced companies				1,375			1,067			3,119			2,861
Loss (gain) on marketable securities and other investments				-			1,528			(1,032	)		239
Share based payments				4,396			3,599			17,210			15,403
Defined benefit pension plan expense				638			418			1,899			1,274
				110,810			159,695			295,739			367,110

Changes in non-cash working capital		11		20,743			13,933			(121,914	)		(2,389	)
				131,553			173,628			173,825			364,721
Investing activities
Net cash received on acquisition of subsidiary		5		-			-			18,789			-
Purchase of property, plant and equipment				(136,779	)		(76,028	)		(303,891	)		(201,630	)
Proceeds from the sale of property, plant and equipment				99			24			890			41
Net proceeds on pre-production sales				17,412			-			37,434			-
Purchase of marketable securities				2,152			(1,609	)		-			(1,823	)
Proceeds from the sale of marketable securities				-			-			230			6,345
Funding of non-registered supplemental retirement plan investments, net				-			43			14,486			(4,937	)
Investments in significantly influenced companies				(11,947	)		(2,470	)		(15,359	)		(3,788	)
Decrease in restricted cash				20,240			35			18,571			(2,963	)
				(108,823	)		(80,005	)		(228,850	)		(208,755	)
Financing activities
Issuance of common shares for cash				3,430			22,631			20,261			30,616
Dividend paid to non-controlling interests				(967	)		(4,473	)		(2,238	)		(8,095	)
Dividend paid to shareholders				(43,262	)		(33,426	)		(93,142	)		(61,167	)
Purchase of treasury stock				(691	)		(280	)		(6,702	)		(6,438	)
Long-term and bank debt proceeds				-			2,579			50,000			5,782
Long-term and bank debt repayments				(24,429	)		(29,749	)		(35,516	)		(74,465	)
				(65,919	)		(42,718	)		(67,337	)		(113,767	)
Net (decrease) increase in cash and cash equivalents				(43,189	)		50,905			(122,362	)		42,199
Cash and cash equivalents - beginning of period				314,590			305,638			393,763			314,344

Cash and cash equivalents - end of period				271,401			356,543			271,401			356,543

The accomanying notes are an integral part of these consolidated financial statements.

Eldorado Gold Corporation

Unaudited Condensed Consolidated Statements of Changes in Equity

(Expressed in thousands of U.S. dollars)

		Three months ended						Nine months ended
		September 30,						September 30,
		2012			2011			2012			2011
Share capital
Balance beginning of period		$	5,282,368		$	2,825,024		$	2,855,689		$	2,814,679
Shares issued upon exercise of share options, for cash			3,430			22,631			20,261			29,131
Transfer of contributed surplus on exercise of options			4,518			6,714			22,674			9,074
Shares issued on acquisition of European Goldfields Ltd.	5		-			-			2,380,140			-
Shares issued for deferred phantom units			-			-			11,552			-
Shares issued upon exercise of warrants, for cash			-			-			-			1,485
Balance end of period			5,290,316			2,854,369			5,290,316			2,854,369

Treasury stock
Balance beginning of period			(7,355	)		(4,432	)		(4,018	)		-
Purchase of treasury stock			(691	)		(280	)		(6,702	)		(6,438	)
Shares redeemed upon exercise of restricted share units			729			499			3,403			2,225
Balance end of period			(7,317	)		(4,213	)		(7,317	)		(4,213	)

Contributed surplus
Balance beginning of period			70,444			30,828			30,441			22,967
Share based payments			4,081			3,742			16,231			15,689
Shares redeemed upon exercise of restricted share units			(729	)		(499	)		(3,403	)		(2,225	)
Options issued on acquisition of European Goldfields Ltd.	5		-			-			31,130			-
Deferred phantom units granted on acquisition of
European Goldfields Ltd.			-			-			29,105			-
Transfer to share capital on exercise of options and deferred phantom units			(4,518	)		(6,714	)		(34,226	)		(9,074	)
Balance end of period			69,278			27,357			69,278			27,357

Accumulated other comprehensive loss
Balance beginning of period			(16,931	)		(3,055	)		(10,069	)		(1,637	)
Other comprehensive loss for the period			(231	)		(399	)		(7,093	)		(1,817	)
Balance end of period			(17,162	)		(3,454	)		(17,162	)		(3,454	)

Retained earnings
Balance beginning of period			447,311			224,818			382,716			125,221
Dividends paid			(43,262	)		(33,426	)		(93,142	)		(61,167	)
Profit attributable to shareholders of the Company			75,845			102,478			190,320			229,816
Balance end of period			479,894			293,870			479,894			293,870
Total equity attributable to shareholders of the Company			5,815,009			3,167,929			5,815,009			3,167,929

Non-controlling interests
Balance beginning of period			316,029			41,041			56,487			36,021
Profit attributable to non-controlling interests			2,528			8,265			11,376			21,380
Dividends declared to non-controlling interests			-			-			(9,399	)		(8,095	)
Acquired non-controlling interest	5		-			-			260,093			-
Balance end of period			318,557			49,306			318,557			49,306

Total equity			6,133,566			3,217,235			6,133,566			3,217,235

The accomanying notes are an integral part of these consolidated financial statements.

EX-99.2 3 mda.htm MANAGEMENT DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2012 MD Filed by Filing Services Canada Inc. 403-717-3898

MANAGEMENT’S DISCUSSION and ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

for the three and nine-month periods ended September 30, 2012

Throughout this MD&A, Eldorado, we, us, our and the Company mean Eldorado Gold Corporation.

This quarter means the third quarter of 2012. All dollar amounts are in United States dollars unless stated otherwise.

The information in this MD&A is as of October 25, 2012. You should also read our audited consolidated financial statements for the year ended December 31, 2011 prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and the unaudited interim condensed consolidated financial statements for the three and nine-month periods ended September 30, 2012 prepared in accordance with International Accounting Standard (IAS) 34 – “Interim Financial Reporting”. We file our financial statements and MD&A with appropriate regulatory authorities in Canada and the United States. You can find more information about Eldorado, including our annual information form, on SEDAR at www.sedar.com.

Except for those related to our acquisition of European Goldfields Limited (EGU), there have been no changes to the following since we published our 2011 MD&A: critical accounting estimates, financial related risks and other risks and uncertainties. There has also been no material change in the legal status of our worldwide projects and operations since that time.

What’s inside

About Eldorado	1

Third Quarter Summary Results	1

Review of Financial Results	2

Quarterly updates
Operations	4
Development projects	8
Exploration	9

Quarterly results	12

Non-IFRS measures	12

Operating cash flow, financial condition and liquidity
Capital expenditures, Liquidity and capital resources	13
Contractual obligations, Debt, Dividends, Equity	14

Other information
Initial adoption of accounting policy	16
New accounting developments	16
Internal controls over financial reporting	16
Qualified person	17
Forward-looking information and risks	17

MANAGEMENT’S DISCUSSION AND ANALYSIS

for the three and nine-month periods ended September 30, 2012

About Eldorado

Based in Vancouver, Canada, Eldorado owns and operates gold mines around the world. Its activities involve all facets of the gold mining industry including exploration, development, production and reclamation.

Operating gold mines:

·	Kisladag, in Turkey (100%)

·	Tanjianshan, in China (90%)

·	Jinfeng, in China (82%)

·	White Mountain, in China (95%)

·	Efemcukuru, in Turkey (100%)

Development gold projects:

·	Eastern Dragon, in China (95%)

·	Tocantinzinho, in Brazil (100%)

·	Perama Hill, in Greece (100%)

·	Olympias, in Greece (95%)

·	Skouries, in Greece (95%)

·	Certej, in Romania (80%)

Other mines:

·	Vila Nova – iron ore, in Brazil (100%)

·	Stratoni – silver, lead, zinc, in Greece (95%)

Eldorado’s common shares are listed on the following exchanges:

·	Toronto Stock Exchange (TSX) under the symbol ELD

·	New York Stock Exchange (NYSE) under the symbol EGO

ELD is part of the S&P/TSX Global Gold Index. EGO is part of the AMEX Gold BUGS Index.

Third quarter summary results

·	Profit attributable to shareholders of the Company (net income) for the quarter was $75.8 million or $0.11 per share compared to $102.5 million or $0.19 per share for the same quarter in 2011.

·	Gold revenues were 15% lower than the same quarter in 2011 due to lower sales volumes and gold prices.

·	Gross profit from gold mining operations before taxes was $146.9 million for the quarter, 24% lower than the third quarter of 2011.

·	The Company generated $110.8 million in cash from operating activities before changes in non-cash working capital – a decrease of 31% over the same quarter in 2011.

MANAGEMENT’S DISCUSSION AND ANALYSIS

for the three and nine-month periods ended September 30, 2012

Review of Financial Results

Summarized Financial Results	3 months ended September 30,				9 months ended September 30,
	2012		2011		2012		2011
Revenues (millions)	$	281.8	$	327.4	$	797.6	$	799.1
Gold sold (ounces)		154,841		179,513		438,421		490,207
Average realized gold price ($/ounce)	$	1,670	$	1,700	$	1,665	$	1,546
Cash operating costs ($/ounce sold) (1)	$	493	$	397	$	475	$	401
Total cash cost ($ per ounce sold) (1)	$	567	$	463	$	549	$	467
Gross profit from gold mining operations(1) (millions)	$	146.9	$	193.2	$	416.3	$	438.5
Net Income (millions)	$	75.8	$	102.5	$	190.3	$	229.8
Earnings per share attributable to shareholders of the Company – Basic ($/share)	$	0.11	$	0.19	$	0.28	$	0.42
Earnings per share attributable to shareholders of the Company – Diluted ($/share)	$	0.11	$	0.19	$	0.28	$	0.42
Dividends paid (Cdn$/share)	$	0.06	$	0.06	$	0.15	$	0.11
Cash flow from operating activities before changes in non-cash working capital(1) (millions)	$	110.8	$	159.7	$	295.7	$	367.1

(1)

The Company has included non-IFRS performance measures such as cash operating costs, total cash costs, gross profit from gold mining operations and cash flow from operations before changes in non-cash working capital throughout this document. These are non-IFRS measures. Please see page 12 for discussion of non-IFRS measures.

Net income for the quarter was $75.8 million (or $0.11 per share), compared with $102.5 million (or $0.19 per share) in the third quarter of 2011, a decrease of 26%. The decrease in net income year over year was due to lower gross profit from gold mining operations ($46.3 million or 24% lower), as well as higher general and administrative expense ($6.3 million higher), and exploration expense ($4.2 million higher). Revenues from gold sales for the quarter of $258.5 million were down $46.7 million or 15%, from the third quarter of 2011 due to lower sales volumes and prices. The Company sold 154,841 ounces in the third quarter of 2012 as compared with 179,513 ounces in the third quarter of 2011. The table below details the sales volumes by mine as compared to the previous year.

Sales volumes by mine	3 months ended September 30,				9 months ended September 30,
	2012		2011		2012		2011
Gold ounces sold		154,841		179,513		438,421		490,207
- Kisladag		83,750		87,121		210,905		204,345
- Tanjianshan		28,944		26,935		84,932		87,405
- Jinfeng		25,805		44,187		86,663		139,086
- White Mountain		16,342		21,270		55,921		59,371
Average price per oz.	$	1,670	$	1,700	$	1,665	$	1,546
Gold revenue (millions)	$	258.5	$	305.2	$	729.9	$	757.6

Revenues from iron ore sales at Vila Nova during the quarter were $7.3 million compared to $20.9 million for the third quarter of 2011. A total of 123,180 dry metric tonnes were sold at an average price of $59 per dry metric tonne as compared to 170,781 dry metric tonnes at an average price of $122 per dry metric tonne for the third quarter of 2011. Revenues from concentrate sales at Stratoni totalled $14.5 million. The Company also recorded $1.5 million in by-product silver sales at its gold mines.

MANAGEMENT’S DISCUSSION AND ANALYSIS

for the three and nine-month periods ended September 30, 2012

Production costs

Production costs per ounce sold at our gold mining operations increased 23% over the third quarter of 2011, mainly as a result of higher unit production costs from our Chinese mines. The increase in unit costs at our Chinese mines was driven by the impact of lower grade mill feed on ounces produced. At Jinfeng, ore was added to mill feed from low grade ore stockpiles to augment lower ore production from the open pit. Production costs at Stratoni were $11.3 million and at Vila Nova were $7.0 million. Stratoni was acquired in 2012 as part of the acquisition of European Goldfields Ltd. Unit production costs at Vila Nova decreased 13% from the third quarter of 2011 due to lower waste stripping activity.

Depreciation and amortization expense

DD&A expense from gold mining operations was $26.1 million this quarter or $3.9 million lower than in the third quarter of 2011, mainly as a result of lower sales from Jinfeng and White Mountain.

Other expenses ($millions)	3 months ended September 30,		9 months ended September 30,
	2012	2011	2012	2011
General and administrative	17.5	11.2	53.3	45.8
Exploration	11.1	6.9	29.9	15.4
Income tax	34.4	63.1	99.0	120.5
Transaction costs	0.6	-	20.0	-
Non-controlling interests	2.5	8.3	11.4	21.4

General and administrative expenses

General and administrative expenses increased $6.3 million from the third quarter of 2011 mainly as a result of additional costs of our Athens office as a result of the acquisition of European Goldfields.

Exploration expenses

Exploration expenses during the third quarter increased $4.2 million year-over-year reflecting the increased scope of the Company’s exploration program as a result of the acquisition of European Goldfields.

Income tax expense

The effective tax rate for the third quarter of 2012 was 31% as compared with 36% in 2011. Foreign exchange fluctuations increased the effective tax rate in 2011 over the expected rate of 28% while withholding taxes on dividends from subsidiaries increased the effective tax rate in 2012.

Non-controlling interests

Non-controlling interests in the third quarter fell significantly from the third quarter of 2011 due to lower profits from Jinfeng and White Mountain as a result of decreased sales volumes.

MANAGEMENT’S DISCUSSION AND ANALYSIS

for the three and nine-month periods ended September 30, 2012

Operations update

Summarized Operating Results	3 months ended September 30,				9 months ended September 30,
	2012		2011		2012		2011
Gross profit – gold mining operations (millions)	$	146.9	$	193.2	$	416.3	$	438.5
Ounces produced – including Efemcukuru pre-commercial production		169,565		179,195		465,794		490,201
Cash operating costs ($ per ounce sold)	$	493	$	397	$	475	$	401
Total cash cost ($ per ounce sold)	$	567	$	463	$	549	$	467
Kisladag
Gross profit – gold mining operations (millions)	$	104.8	$	109.7	$	261.3	$	226.1
Ounces produced		84,016		86,788		211,298		204,309
Cash operating costs ($ per ounce sold)	$	334	$	377	$	335	$	383
Total cash cost ($ per ounce sold)	$	363	$	401	$	365	$	406
Tanjianshan
Gross profit – gold mining operations (millions)	$	24.5	$	25.0	$	45.1	$	63.3
Ounces produced		28,944		26,935		84,932		87,405
Cash operating costs ($ per ounce sold)	$	396	$	353	$	411	$	365
Total cash cost ($ per ounce sold)	$	593	$	541	$	606	$	552
Jinfeng
Gross profit – gold mining operations (millions)	$	8.9	$	40.0	$	39.2	$	106.7
Ounces produced		25,821		44,202		86,686		139,116
Cash operating costs ($ per ounce sold)	$	946	$	424	$	775	$	418
Total cash cost ($ per ounce sold)	$	1,044	$	509	$	855	$	483
White Mountain
Gross profit – gold mining operations (millions)	$	8.7	$	18.5	$	28.5	$	42.4
Ounces produced		16,342		21,270		55,921		59,371
Cash operating costs ($ per ounce sold)	$	766	$	475	$	634	$	475
Total cash cost ($ per ounce sold)	$	813	$	519	$	679	$	517
Efemcukuru1
Ounces produced – pre-commercial production		14,442		-		26,957		-

Gold concentrate produced at Efemcukuru prior to the date of commercial production (December 1, 2011) has been treated as pre-commercial production. At September 30, 2012, all of this concentrate had been processed.by the Kisladag Concentrate Treatment Plant. All costs and revenues associated with the production and sale of this concentrate are considered part of the capital expenditures of the project. Approximately 44,600 contained ounces in gold concentrate remain at the Kisladag site and 6,500 contained ounces in gold concentrate are in storage at the Efemcukuru site.

Gross profit from gold mining operations this quarter decreased $46.3 million, or 24% over the third quarter of 2011 due to a $31.1 million decrease in earnings from Jinfeng as well as a $9.8 million decrease in earnings from White Mountain. Jinfeng production fell 18,381 ounces as a result of delays in resuming full mining operations from the open pit, and the impact of lower grade stockpiled ore fed to production. White Mountain earnings and production were impacted by lower grade ore.

MANAGEMENT’S DISCUSSION AND ANALYSIS

for the three and nine-month periods ended September 30, 2012

Kisladag

Operating Data	3 months ended September 30,				9 months ended September 30,
	2012		2011		2012		2011
Tonnes placed on pad		3,245,700		3,520,220		9,645,766		9,055,906
Average treated head grade - grams per tonne (g/t)		1.05		0.90		1.16		0.94
Gold (ounces)
- Produced		84,016		86,788		211,298		204,309
- Sold		83,750		87,121		210,905		204,345
Cash operating costs (per ounce sold)	$	334	$	377	$	335	$	383
Total cash costs (per ounce sold)	$	363	$	401	$	365	$	406
Financial Data (millions)
Gold revenues	$	139.8	$	148.7	$	350.1	$	319.8
Depreciation and depletion	$	3.4	$	3.1	$	8.7	$	8.0
Gross profit – gold mining operations	$	104.8	$	109.7	$	261.3	$	226.1
Capital expenditure on mining interests	$	26.3	$	8.0	$	77.6	$	32.0

Gold production at Kisladag for the quarter was slightly lower year over year mainly due to the stacking and leaching schedule. Daily production rates increased during the quarter and we expect to see an increase in production during the fourth quarter. Lower cash costs during the quarter were largely a result of higher grade material being placed on the leach pad during the year. Capital spending during the quarter included construction activities associated with the Phase IV expansion and capitalized waste stripping.

Tanjianshan

Operating Data	3 months ended September 30,						9 months ended September 30,
	2012			2011			2012			2011
Tonnes Milled		283,654			218,330			791,904			721,098
Average Treated Head Grade – g/t		3.55			4.25			3.75			4.12
Average Recovery Rate		83.0	%		82.5	%		82.8	%		82.3	%
Gold (ounces)
- Produced		28,944			26,935			84,932			87,405
- Sold		28,944			26,935			84,932			87,405
Cash operating costs (per ounce sold)	$	396		$	353		$	411		$	365
Total cash costs (per ounce sold)	$	593		$	541		$	606		$	552
Financial Data (millions)
Gold revenues	$	48.5		$	46.3		$	142.1		$	134.6
Depreciation and depletion	$	6.6		$	6.5		$	20.2		$	22.1
Gross profit – gold mining operations	$	24.5		$	25.0		$	69.6		$	63.3
Capital expenditure on mining interests	$	8.2		$	1.9		$	15.1		$	4.9

Gold production at Tanjianshan during the third quarter of 2012 was higher than the same quarter of 2011 as a result of increased mill throughput and slightly higher recovery rates, which offset the lower mill head grades. The increase in cash costs during the quarter was mainly due to the lower head grade. The major components of capital spending during the quarter were tailings dam construction and capitalized exploration.

MANAGEMENT’S DISCUSSION AND ANALYSIS

for the three and nine-month periods ended September 30, 2012

Jinfeng

Operating Data	3 months ended September 30,						9 months ended September 30,
	2012			2011			2012			2011
Tonnes Milled		356,575			379,352			10,62,891			1,161,739
Average Treated Head Grade – g/t		2.43			4.26			2.77			4.21
Average Recovery Rate		83.4	%		88.6	%		84.8	%		87.7	%
Gold (ounces)
- Produced		25,821			44,202			86,686			139,116
- Sold		25,805			44,187			86,663			139,086
Cash operating costs (per ounce sold)	$	946		$	424		$	775		$	418
Total cash costs (per ounce sold)	$	1,044		$	509		$	855		$	483
Financial Data (millions)
Gold revenues	$	42.9		$	74.4		$	144.8		$	212.2
Depreciation and depletion	$	7.0		$	11.9		$	22.5		$	38.4
Gross profit – gold mining operations	$	8.9		$	40.0		$	48.1		$	106.7
Capital expenditure on mining interests	$	21.5		$	9.2		$	36.4		$	19.3

Gold production at Jinfeng in the third quarter 2012 was lower than the same quarter of 2011 due to lower head grades and mill throughput. The open pit is currently in a waste stripping phase and lower grade stockpile material is being treated to make up for the lack of open pit ore. Cash costs were considerably higher due to the lower grade and mill throughput, as well as lower metallurgical recovery. The lower recovery was a result of the lower head grades. The major components of capital spending were underground mine development and waste stripping.

White Mountain

Operating Data	3 months ended September 30,						9 months ended September 30,
	2012			2011			2012			2011
Tonnes Milled		210,114			191,157			556,266			523,926
Average Treated Head Grade – g/t		3.14			4.15			3.67			4.40
Average Recovery Rate		83.1	%		81.9	%		85.4	%		81.4	%
Gold (ounces)
- Produced		16,342			21,270			55,921			59,371
- Sold		16,342			21,270			55,921			59,371
Cash operating costs (per ounce sold)	$	766		$	475		$	634		$	475
Total cash costs (per ounce sold)	$	813		$	519		$	679		$	517
Financial Data (millions)
Gold revenues	$	27.4		$	35.8		$	93.0		$	91.0
Depreciation and depletion	$	5.3		$	6.2		$	17.6		$	17.8
Gross profit – gold mining operations	$	8.7		$	18.5		$	37.3		$	42.4
Capital expenditure on mining interests	$	8.4		$	6.7		$	20.3		$	11.8

Gold production at White Mountain in the third quarter of 2012 was lower than in the same period of 2011. This decrease was largely due to lower grades being mined and processed during the quarter, which also negatively affected the cash costs. Capital spending this quarter was mostly for underground development and expansion of the tailings dam.

MANAGEMENT’S DISCUSSION AND ANALYSIS

for the three and nine-month periods ended September 30, 2012

Efemcukuru

Operating Data	3 months ended September 30,					9 months ended September 30,
	2012			2011		2012			2011
Tonnes Milled		93,779			-		259,556			-
Average Treated Head Grade - g/t		9.31			-		9.38			-
Average Recovery Rate (to Concentrate)		93.3	%		-		92.9	%		-
Gold (ounces)
- Produced – pre commercial production		14,442			-		26,957			-
- Sold – pre commercial production		10,524			-		22,905			-
Average Realized Gold Price
Cash operating costs (per ounce sold)		-			-		-			-
Total cash costs (per ounce sold)		-			-		-			-
Financial Data (millions)
Gold revenues		-			-		-			-
Depreciation and depletion		-			-		-			-
Gross profit – gold mining operations		-			-		-			-
Capital expenditure on mining interests	$	25.0		$	31.6	$	54.5		$	75.2

During the quarter Efemcukuru recovered approximately 27,005 ounces of gold in concentrate, as the mine and mill operated at expected levels. The paste fill system was commissioned during the quarter and the underground crushing system was completed and is now operational.

Capital spending this quarter was mostly for underground development and underground infrastructure as well as completion and testing of the Kisladag concentrate treatment facility.

Vila Nova

Operating Data	3 months ended September 30,						9 months ended September 30,
	2012			2011			2012			2011
Tonnes Processed		161,859			148,220			528,024			438,315
Iron Ore Produced		139,553			127,721			456,419			379,738
Average Grade (% Fe)		63.5	%		63.5	%		63.5	%		64.1	%
Iron Ore Tonnes
- Sold		123,180			170,781			383,785			299,620
Average Realized Iron Ore Price	$	59		$	122		$	77		$	127
Cash Costs (per tonne produced)	$	56		$	64		$	61		$	60
Financial Data (millions)
Revenues	$	7.3		$	20.9		$	29.4		$	37.9
Depreciation and depletion	$	1.1		$	1.5		$	3.2		$	2.8
Gross profit (loss) from mining operations	$	(0.8	)	$	8.6		$	2.8		$	20.7
Capital expenditure on mining interests	$	0.4		$	0.5		$	0.7		$	0.9

MANAGEMENT’S DISCUSSION AND ANALYSIS

for the three and nine-month periods ended September 30, 2012

Iron ore production in the third quarter of 2012 increased at Vila Nova compared to the same quarter of 2011, mainly as a result of improved efficiencies in both the mine and treatment plant. Three shipments were completed in the quarter. These were 2 lump shipments and one sinter shipment.

Stratoni

Operating Data	3 months ended September 30,				9 months ended September 30,
	2012			2011	2012			2011
Tonnes ore mined (wet)		58,591		NA		144,062		NA
Tonnes ore processed (dry)		55,911		NA		136,785		NA
Pb grade (%)		5,96	%	NA		6,22	%	NA
Zn grade (%)		9,69	%	NA		9,74	%	NA
Ag grade (g/t)		155		NA		163		NA
Tonnes of concentrate produced		14,084		NA		35,224		NA
Tonnes of concentrate sold		15,891		NA		37,281		NA
Average realized concentrate price (per tonne)	$	913		NA	$	899		NA
Cash Costs (per tonne of concentrate sold)	$	717		NA	$	679		NA
Financial Data (millions)
Revenues	$	14.5		NA	$	34.4		NA
Depreciation and depletion	$	2.0		NA	$	4.7		NA
Gross profit from mining operations	$	1.2		NA	$	4.4		NA
Capital expenditure on mining interests	$	0.5		NA	$	2.6		NA

During the third quarter, Stratoni mined 58,591 tonnes of run-of-mine ore and produced 14,084 tonnes of lead and zinc concentrate at an average cash cost of $717 per tonne of concentrate sold. During the same period, Stratoni sold 15,891 tonnes of concentrate at an average price of $913 per tonne (4,719 tonnes of lead concentrate at an average price of $1,473 per dry metric tonne and 11,172 tonnes of zinc concentrate at an average price of $646 per dry metric tonne, minus prior period finalised sales adjustments). Stratoni operating and financial data for the 9 months period of 2012 shown in the table above reflect only operations subsequent to February 24, 2012, the date of the EGU acquisition.

Development project update

Eastern Dragon

Tocantinzinho

Perama Hill

MANAGEMENT’S DISCUSSION AND ANALYSIS

for the three and nine-month periods ended September 30, 2012

Olympias

Skouries

Site work at Skouries during the quarter consisted mainly of tree cutting at the plant site, construction of access roads, and earthworks for various site infrastructures.

Certej

The Environmental Permit for Certej was approved by the Regional Department of Environment during the quarter. Concentrate samples from flotation testwork were completed and shipped to Australia. These samples represent the four major ore types at Certej and will be used to do laboratory scale testing of the Albion process. This testwork will be completed by the end of 2012. Construction work advanced during the quarter on the temporary power line to site and the water pumping station on the Mures River.

Exploration update

Turkey

In Turkey, drilling during the quarter continued at the Efemçukuru minesite, and commenced at Kisladag and at three reconnaissance projects (Sebin, Dolek, and Gaybular).

MANAGEMENT’S DISCUSSION AND ANALYSIS

for the three and nine-month periods ended September 30, 2012

Selected Q3 drilling results, Efemcukuru

Hole ID	From(m)	To (m)	Interval(m)	Au (g/t)	Ag (g/t)	Pb (%)	Zn (%)
Kestane Beleni Northwest Extension (lower zone)
KV-433	215.15	216.50	1.35	29.70	24.10	0.88	2.02
KV-444	170.86	172.58	1.72	27.46	19.61	1.61	2.23
KV-447	240.27	241.48	1.21	65.59	63.40	2.26	4.56
KV-448	183.83	186.20	2.37	7.39	37.90	2.88	1.20
South Ore Shoot (deep step-out drilling)
KV-496	223.00	224.50	1.50	4.95	3.70	0.01	0.03
KV-497	297.60	300.91	3.31	15.67	19.78	1.00	1.73
KV-501	282.50	287.20	4.70	11.80	8.00	0.02	0.03
including	286.10	287.20	1.10	44.80	26.70	0.01	0.02
Kokarpinar Vein
KV-459	222.55	227.50	4.95	6.84	(1)	(1)	(1)
KV-423	225.20	226.00	0.80	283.00	110.00	0.03	0.11

(1)	Assays not yet completed.

Greece

Selected Q3 drilling results, Piavitsa Project

Hole ID	From(m)	To (m)	Interval(m)	Au (g/t)	Ag (g/t)	Pb (%)	Zn (%)
Stratoni Fault replacement-style zones
PHG065	436.00	440.00	4.00	2.05	19.20	0.35	0.46
PHG066	207.00	210.00	3.00	9.57	18.10	0.02	0.03
PHG067A	62.00	66.00	4.00	2.12	3.50	0.02	0.05
and	81.00	83.00	2.00	5.33	4.20	0.00	0.01
PHG070	209.00	232.00	23.00	4.35	85.30	2.92	1.68
including	215.00	223.00	8.00	11.89	228.40	8.27	4.65
PHG071	160.70	168.20	7.50	1.21	14.30	0.19	0.76
PHG072	182.00	188.00	6.00	1.38	7.70	0.06	0.11
PHG073	42.00	54.00	12.00	2.21	37.00	0.44	1.70
including	48.00	52.00	4.00	4.98	49.10	0.98	3.43
PHG074	80.00	87.00	7.00	1.20	7.40	0.02	0.23
PHG076	150.00	156.70	6.70	1.80	37.10	0.90	2.76
	184.90	185.40	0.50	42.40	25.00	0.11	0.29
Hangingwall epithermal vein zones
PHG078	86.70	107.00	20.30	2.32	11.40	0.31	0.56
	142.00	164.00	22.00	1.61	3.10	0.06	0.09
	197.80	210.00	12.20	1.00	13.90	0.06	0.04

MANAGEMENT’S DISCUSSION AND ANALYSIS

for the three and nine-month periods ended September 30, 2012

Romania

China

Exploration drilling in China during the quarter included projects in the Guizhou, Jilin, and Qinghai regions.

In Guizhou, exploration drilling was conducted within the Jinfeng mining license, at the nearby Shizhu prospect, and at the Weiruo prospect (Jinluo exploration license). At the Jinfeng deposit, exploration drilling continued to focus on the F3, F6, and F7 mineralized structures from both surface and underground drill locations. A total of 19 holes representing approximately 5,700 metres of drilling were completed. The surface drilling program continues to produce high grade intercepts associated with the F6 structure, with notable intercepts during the quarter including 16.0 metres at 16.49 grams per tonne gold (HDDS0275); 6.0 metres at 15.59 grams per tonne gold (also HDDS0275), and 22.0 metres at 5.14 grams per tonne gold (HDDS0282).

In the Jilin region (White Mountain), drilling was conducted at the Dongdapo, Xiaoshiren, and Zhenzhumen prospect areas. No significant results have been obtained to date.

Brazil

MANAGEMENT’S DISCUSSION AND ANALYSIS

for the three and nine-month periods ended September 30, 2012

Although the mineralized zone demonstrates continuity to the southwest, grades are erratic, and no significant wide intercepts were obtained. Additional auger drilling, mapping, and rock sampling programs are underway to generate new drill targets at Agua Branca.

Quarterly results

millions (except per share amounts)

	2012		2012		2012		2011		2011		2011		2011		2010
	Third quarter		Second quarter		First quarter		Fourth quarter		Third quarter		Second quarter		First quarter		Fourth quarter
Total revenues	$	281.8	$	244.2	$	271.5	$	303.3	$	326.1	$	252.6	$	219.2	$	213.0
Net income	$	75.8	$	46.6	$	67.9	$	88.8	$	102.5	$	74.9	$	52.5	$	45.2
Earnings per share
- basic	$	0.11	$	0.07	$	0.11	$	0.16	$	0.19	$	0.14	$	0.10	$	0.08
- diluted	$	0.11	$	0.07	$	0.11	$	0.16	$	0.19	$	0.14	$	0.10	$	0.08

Non-IFRS measures

Throughout this document, we have provided measures prepared in accordance with IFRS, as well as some non-IFRS performance measures as additional information for investors who also use them to evaluate our performance.

Since there is no standard method for calculating non-IFRS measures, they are not a reliable way to compare us against other companies. Non-IFRS measures should be used along with other performance measures prepared in accordance with IFRS. We have defined our non-IFRS measures below and reconciled them with the IFRS measures we report.

Cash operating cost and total cash cost

The table below reconciles cash operating cost from our gold mining operations to production costs. We calculate costs according to the Gold Institute Standard. Total cash cost is the sum of cash operating cost, royalty expense and production tax expense.

Reconciliation of cash operating costs to production costs	2012			2011			2012			2011
millions (except for gold ounces sold and cash operating cost per ounce sold)		Q3			Q3		YTD			YTD
Production costs – excluding Vila Nova and Stratoni (from consolidated income statement)	$	89.1		$	84.3		$	244.7		$	232.8
Less:
By-product credits and other adjustments	$	(1.3	)	$	(1.3	)	$	(4.2	)	$	(3.9	)
Total Cash Cost	$	87.8		$	83.0		$	240.5		$	228.9
Royalty expense and production taxes	$	(11.4	)	$	(11.8	)	$	(32.2	)	$	(32.5	)
Cash operating cost	$	76.4		$	71.2		$	208.3		$	196.4
Gold ounces sold		154,841			179,513			438,421			490,207
Total cash cost per ounce sold	$	567		$	463		$	549		$	467
Cash operating cost per ounce sold	$	493		$	397		$	475		$	401

MANAGEMENT’S DISCUSSION AND ANALYSIS

for the three and nine-month periods ended September 30, 2012

Cash flow from mining operations before changes in non-cash working capital

We use cash flow from mining operations before changes in non-cash working capital to supplement our consolidated financial statements, and calculate it by not including the period to period movement of non-cash working capital items, like accounts receivable, advances and deposits, inventory, accounts payable and accrued liabilities.

Gross profit from gold mining operations

We use gross profit from gold mining operations to supplement our consolidated financial statements, and calculate it by deducting operating costs and depreciation, depletion and amortization directly attributable to gold mining operations from gross revenues directly attributable to gold mining operations.

These measures may differ from those used by, and may not be comparable to such measures as reported by, other issuers. We disclose these measures, which have been derived from our financial statements and applied on a consistent basis, because we believe they are of assistance in understanding the results of our operations and financial position and are meant to provide further information about our financial results to investors.

Operating cash flow, financial condition and liquidity

Operating activities before changes in non-cash working capital generated $110.8 million in cash this quarter, compared to $159.7 million in the same quarter of 2011. The decrease in cash flow year-over-year was due to lower operating cash flow from our mining operations.

Capital expenditures

We invested $136.8 million in capital expenditures, mine development, mining licences and other assets this quarter.

Mine development expenditures totalled $39.5 million:

·	$5.2 million at Eastern Dragon

·	$4.1 million at Tocantinzinho

·	$2.8 million at Perama Hill

·	$14.7 million at Olympias

·	$10.6 million at Skourias (including capitalized exploration at Piavitsa and Fisoka)

·	$2.1 million at Certej

Spending at our producing mines totalled $89.9 million:

·	$26.3 million at Kisladag, mostly related to the Phase IV expansion and capitalized waste stripping

·	$25.0 million at Efemcukuru mostly on mine development and completion of start-up

·	$21.5 million at Jinfeng, mostly on underground development and waste stripping

·	$8.4 million at White Mountain, mainly related to underground mine development and tailings dam expansion

·	$8.2 million at Tanjianshan, mainly related to tailings dam expansion and sustaining capital

·	$0.5 million at Stratoni

We also spent $6.9 million on land acquisition costs in Turkey, and $0.5 million related to fixed assets for our corporate offices in Canada and China.

MANAGEMENT’S DISCUSSION AND ANALYSIS

for the three and nine-month periods ended September 30, 2012

Liquidity and capital resources

(millions)	September 30, 2012		December 31, 2011
Cash and cash equivalents	$	271.4	$	393.8
Working capital	$	322.7	$	408.8
Restricted collateralized accounts	$	36.8	$	55.4
Debt	$	95.6	$	81.0

Chinese regulations governing cash movements within and injected into the country require that our existing Chinese debt ($45.6 million) only be paid from cash flows generated from our Chinese operations that are party to the loans.

Cash and cash equivalents of $194.6 million are held by the Company’s operating entities in China and Turkey, where the cash was generated. No withholding tax liability has been recognized for the potential repatriation of these funds. If the cash held in these entities is repatriated by way of dividends to the parent company, withholding taxes would be due on the amounts at the rate of 10% for Turkey, and 5% to 10% for China.

Management believes that the working capital at September 30, 2012, together with future cash flows from operations, the unused portion of the HSBC revolving credit facility (discussed below), and, where appropriate, selected financing activities, is sufficient to support our planned and foreseeable commitments.

Contractual obligations

(millions)		2012		2013		2014		2015		2016 and later		Total
Debt	$	14.0	$	31.6	$	-	$	50.0	$	-	$	95.6
Capital leases		-		0.1		-		-		-		0.1
Operating leases		5.0		6.7		4.2		3.5		3.4		22.8
Purchase obligations		112.9		76.7		14.2		13.2		12.6		229.6
Totals		131.9		115.0		18.4		66.7		16.0		348.1

The table does not include interest on debt. Purchase obligations during the period 2013 to 2016 include $12.6 million per year in minimum payments required under iron ore railway and port handling agreements associated with Vila Nova.

As at September 30, 2012, Hellas Gold had entered into off-take agreements pursuant to which Hellas Gold agreed to sell a total of 11,270 dry metric tonnes of zinc concentrates and 8,329 dry metric tonnes of lead/silver concentrates cumulative through the financial year ending December 31, 2013.

In April 2007, Hellas Gold agreed to sell to Silver Wheaton (Caymans) Ltd. (Silver Wheaton) all of the silver metal to be produced from ore extracted during the mine-life within an area of approximately seven square kilometres around Stratoni, up to 15 million ounces, or 20 million ounces if additional silver is processed through the Stratoni mill from areas other than the current producing mine. The sale was made in consideration of a prepayment to Hellas Gold of $57.5 million in cash, plus a fee per ounce of payable silver to be delivered to Silver Wheaton of the lesser of $3.90 and the prevailing market price per ounce. As at September 30, 2012 approximately 4.9 million ounces of silver have been delivered of the original 15 million ounce commitment.

MANAGEMENT’S DISCUSSION AND ANALYSIS

for the three and nine-month periods ended September 30, 2012

In May 2012, the Company, in connection with Hellas, entered into a unsecured letter of guarantee in favour of the Greek Ministry of Environment, Energy and Climate Change, in the amount of Euro50.0 million, as security for the due and proper performance of rehabilitation work committed in connection with the Environmental Impact Assessment approved for the Kassandra Mines. The Letter of Guarantee is renewed annually and expires on July 26, 2026. The Letter of Guarantee has an annual fee of 0.57 basis points.

Debt

Significant changes in our debt from that disclosed in our December 31, 2011 annual MD&A and consolidated financial statements are as follows:

Eastern Dragon HSBC revolving loan facility (Facility)

In February, 2012, the Facility was reviewed by the bank and was extended to November 30, 2012. The interest rate on this loan as at September 30, 2012 was 6.16%.

As at September 30, 2012, RMB 65.0 million ($10.3 million) was outstanding on this loan.

Eastern Dragon China Mercantile Bank (CMB) line of credit loan

In January 2012, the term of the CMB line of credit loan was extended to January 2013 and the annual management fee of 10% of the interest accrued on the outstanding amount paid quarterly was removed. In addition, the floating interest rate is now adjusted monthly at the prevailing lending rate stipulated by the People’s Bank of China for working capital loans. This loan is collateralized by way of a restricted cash deposit as funding of the irrevocable letter of credit issued by Sino Gold to CMB. The collateral was increased in January 2012 from $52.3 million to $56.5 million. The interest rate on this loan as at September 30, 2012 was 6.00%.

In September 2012, we repaid RMB 120.0 million ($18.9 million), releasing $20.0 million of the restricted cash balance. At September 30, 2012, RMB 200.0 million ($31.5 million) remained outstanding.

Jinfeng construction loans

During the year Jinfeng made its quarterly scheduled payments totalling RMB 105.0 million ($16.6 million) on the construction loan, reducing the balance remaining to RMB 25.0 million ($3.9 million) at September 30, 2012.

HSBC revolving credit facility

In October 2011, the Company entered into a $280.0 million revolving credit facility with HSBC (“the credit facility”) and a syndicate of four other banks. The credit facility matures on October 12, 2015 and is secured by the shares of SG Resources and Tuprag, wholly owned subsidiaries of the Company. The interest rate on this loan as at September 30, 2012 was 1.97%.

The prepaid loan cost on the balance sheet relating to the credit facility as at September 30, 2012 was $2.4 million. As at September 30, 2012, $50.0 million had been drawn down on the credit facility.

Entrusted loan

In November 2010, Eastern Dragon, HSBC Bank (China) and Qinghai Dachaidan Mining Ltd (“QDML”), our 90% owned subsidiary, entered into a RMB 12.0 million ($1.9 million) entrusted loan agreement, which was subsequently increased to RMB 180.0 million ($28.4 million) in September 2011, and then increased to RMB 620.0 million ($97.8 million) in September 2012. Under the terms of the entrusted loan, QDML with its own funds entrusts HSBC Bank (China) to provide a loan facility in the name of QDML to Eastern Dragon.

The entrusted loan can be drawn down in tranches. Each drawdown bears interest fixed at the prevailing lending rate stipulated by the People’s Bank of China on the date of drawdown. Each draw down has a term of three months and can be rolled forward at the discretion of QDML. The interest rate on this loan as at September 30, 2012 was 4.59%.

MANAGEMENT’S DISCUSSION AND ANALYSIS

for the three and nine-month periods ended September 30, 2012

As at September 30, 2012, RMB 323.0 million ($50.9 million) had been drawn under the entrusted loan. Subsequent to September 30, 2012, an additional RMB 10.0 million ($1.6 million) was drawn under this loan. The entrusted loan has been recorded on a net settlement basis in our financial statements.

Dividends

On August 24, 2012 Eldorado paid $43.3 million (Cdn$0.06 per share) in dividends to shareholders of record. Year to date Eldorado has paid $93.1 million in dividends.

Equity

This quarter we received net proceeds of $3.4 million for issuing 623,417 common shares related to stock options and warrants being exercised. Year to date we received net proceeds of $20.3 million for issuing 3,113,626 common shares related to stock options and warrants being exercised.

We may make minor accounting adjustments to these figures before they are presented in future consolidated financial statements.

Common shares outstanding - as of October 25, 2012 - as of September 30, 2012	713,828,522 713,607,356
Share purchase options - as of October 25, 2012 (Weighted average exercise price per share: $13.70 Cdn)	15,390,693

Other information

Initial adoption of accounting policy

Revenues from the sale of concentrate are recognised when the risks and rewards of ownership have been transferred to the customer and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received.

A number of the Company’s concentrate products are sold under pricing arrangements where final prices are determined by quoted market prices in a period subsequent to the date of sale. These concentrates are provisionally priced at the time of sale based on forward prices for the expected date of the final settlement. The provisionally priced sales of concentrate contain an embedded derivative, which does not qualify for hedge accounting. These embedded derivatives are recognized at fair value through revenue until the date of final price determination. Subsequent variations in the price are recognized as revenue adjustments as they occur until the price is finalized.

New accounting developments

Accounting standards effective in 2013 and 2015 are disclosed in the Company’s consolidated financial statements for the year ended December 31, 2011.

Internal controls over financial reporting

Eldorado’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. As a result, even those systems determined to be effective can only provide reasonable assurance regarding the preparation and presentation of our financial statements. There have been no changes in our internal control over financial reporting in the third quarter of 2012 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

MANAGEMENT’S DISCUSSION AND ANALYSIS

for the three and nine-month periods ended September 30, 2012

For accounting purposes, we acquired control of EGU on February 24, 2012. As permitted by the Sarbanes-Oxley Act and applicable Canadian Securities Commission rules related to business acquisitions, we will exclude EGU operations from our annual assessment of internal controls over financial reporting for the year ending December 31, 2012.

Qualified Person

Except as otherwise noted, Norman Pitcher, P. Geo., our President, is the Qualified Person under NI 43-101 responsible for supervising the preparation of the scientific or technical information contained in this MD&A and verifying the technical data disclosed in this document relating to our operating mines and development projects.

Forward-looking information and risks

This MD&A includes statements and information about what we expect to happen in the future. When we discuss our strategy, plans and future financial and operating performance, or other things that have not yet happened in this review, we are making statements considered to be forward-looking information or forward-looking statements under Canadian and United States securities laws. We refer to them in this document as forward-looking information.

Key things to understand about the forward-looking information in this document:

•	It typically includes words and phrases about the future, such as: plan, expect, forecast, intend, anticipate, estimate, budget, scheduled, may, could, would, might, will.

•	Although it represents our current views, which we consider to be reasonable, we can give no assurance that the forward-looking information will prove to be accurate.

•	It is based on a number of assumptions, including things like the future price of gold, anticipated costs and spending, and our ability to achieve our goals.

•	It is also subject to the risks associated with our business, including

•

the changing price of gold and currencies,

•

actual and estimated production and mineral reserves and resources,

•

the speculative nature of gold exploration,

•

risks associated with mining operations and development,

•

regulatory and permitting risks,

•

acquisition risks, and

•

other risks that are set out in our annual information form and MD&A.

•	If our assumptions prove to be incorrect or the risks materialize, our actual results and events may vary materially from what we currently expect.

To understand our risks you should review our annual information form, which includes a more detailed discussion of material risks that could cause actual results to differ significantly from our current expectations.

Forward-looking information is designed to help you understand management’s current views of our near and longer term prospects, and it may not be appropriate for other purposes. We will not necessarily update this information unless we are required to by securities laws.

EX-99.3 4 notes.htm NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MD Filed by Filing Services Canada Inc. 403-717-3898

Eldorado Gold Corporation

Notes to the unaudited condensed consolidated financial statements

(Expressed in thousands of U.S. dollars, unless otherwise stated)

1.	General Information

Eldorado Gold Corporation (“Eldorado” or the “Company”) is a gold exploration, development, mining and production company. The Company has ongoing exploration and development projects in Turkey, China, Greece, Brazil and Romania. The Company acquired control of European Goldfields Ltd. (“EGU”) in February 2012, including its producing mine, Stratoni, and development projects, Olympias and Skouries, in Greece and its development project, Certej, in Romania.

Eldorado is a public company which is listed on the Toronto Stock Exchange and New York Stock Exchange and is incorporated and domiciled in Canada.

2.	Basis of preparation

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’. They do not include all of the information and footnotes required by the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board for full annual financial statements and should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2011.

Other than the adoption of new accounting policies described in note 3, the same accounting policies are used in the preparation of these condensed consolidated interim financial statements as for the most recent audited annual financial statements and reflect all the adjustments necessary for fair presentation in accordance with IFRS of the results for the interim periods presented.

3.	Adoption of new accounting policies and new accounting developments

(a) Revenue recognition of other metals concentrate

Due to the acquisition of EGU in February 2012, the Company adopted a new accounting policy for revenue recognition of other metals concentrate. Revenues from the sale of concentrate are recognised when the risks and rewards of ownership have been transferred to the customer and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received.

(b) Upcoming changes in accounting standards

Accounting standards effective in 2013 and 2015 are disclosed in the Company’s consolidated financial statements for the year ended December 31, 2011.

4.	Critical accounting estimates and judgements

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed at each period end. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

(1)

Eldorado Gold Corporation

Notes to the unaudited condensed consolidated financial statements

(Expressed in thousands of U.S. dollars, unless otherwise stated)

4.	Critical accounting estimates and judgements (continued)

Significant areas requiring the use of management estimates include assumptions and estimates relating to determining defined proven and probable reserves, value beyond proven and probable reserves, fair values for purposes of purchase price allocations for business acquisitions, asset impairment analysis, asset retirement obligations, share-based payments and warrants, pension benefits, valuation allowances for deferred income tax assets, the provision for income tax liabilities, deferred income taxes and assessing and evaluating contingencies.

Actual results could differ from these estimates. Outlined below are some of the areas which require management to make judgments, estimates and assumptions in determining carrying values.

Purchase price allocation

Business combinations require judgment and estimates to be made at the date of acquisition in relation to determining asset and liability fair values and the allocation of the purchase consideration over the fair value of the assets and liabilities.

In respect of mining company acquisitions, such as the acquisition of EGU in February 2012, purchase consideration is typically allocated to the mineral reserves and resources being acquired. The estimate of reserves and resources is subject to assumptions relating to life of the mine and may change when new information becomes available. Changes in reserves and resources as a result of factors such as production costs, recovery rates, grade or reserves or commodity prices could impact depreciation rates, asset carrying values and environmental and restoration provisions. Changes in assumptions over long-term commodity prices, market demand and supply, and economic and regulatory climates could also impact the carrying value of assets, including goodwill.

Estimated recoverable reserves and resources

Mineral reserve and resource estimates are based on various assumptions relating to operating matters, including, with respect to production costs, mining and processing recoveries, cut-off grades, as well as assumptions relating to long-term commodity prices and, in some cases, exchange rates, inflation rates and capital costs. Cost estimates are based on feasibility study estimates or operating history. Estimates are prepared by appropriately qualified persons, but will be impacted by forecasted commodity prices, inflation rates, exchange rates, capital and production costs and recoveries amongst other factors. Estimated recoverable reserves and resources are used to determine the depreciation of property, plant and equipment at operating mine sites, in accounting for deferred stripping costs, in performing impairment testing and for forecasting the timing of the payment of decommissioning and restoration costs. Therefore, changes in the assumptions used could impact the carrying value of assets, depreciation and impairment charges recorded in the income statement and the carrying value of the decommissioning and restoration provision.

Asset retirement obligations

Asset retirement obligations are based on future cost estimates using information available at the balance sheet date. Asset retirement obligations are adjusted at each reporting period for changes to factors such as the expected amount of cash flows required to discharge the liability, the timing of such cash flows and the discount rate. Asset retirement obligations require other significant estimates and assumptions such as: requirements of the relevant legal and regulatory framework, and the timing, extent and costs of required decommissioning and restoration activities. To the extent the actual costs differ from these estimates, adjustments will be recorded and the income statement may be impacted.

Current and deferred taxes

The Company calculates current and deferred tax provisions for each of the jurisdictions in which it operates. Actual amounts of income tax expense are not final until tax returns are filed and accepted by the relevant authorities. This occurs subsequent to the issuance of financial statements. Therefore, profit in subsequent periods will be affected by the amount that estimates differ from the final tax return.

(2)

Eldorado Gold Corporation

Notes to the unaudited condensed consolidated financial statements

(Expressed in thousands of U.S. dollars, unless otherwise stated)

4.	Critical accounting estimates and judgements (continued)

Judgment is required in assessing whether deferred tax assets and certain deferred tax liabilities are recognized on the balance sheet. The Company also evaluates the recoverability of deferred tax assets based on an assessment of the ability to use the underlying future tax deductions before they expire against future taxable income. Deferred tax liabilities arising from temporary differences on investments in subsidiaries, joint ventures and associates are recognized unless the reversal of the temporary differences is not expected to occur in the foreseeable future and can be controlled. Assumptions about the generation of future taxable profits and repatriation of retained earnings depend on management’s estimates of future production and sales volumes, commodity prices, reserves, operating costs, decommissioning and restoration costs, capital expenditures, dividends and other capital management transactions.

Judgement is also required in the application of income tax legislation. These estimates and judgments are subject to risk and uncertainty and could result in an adjustment to current and deferred tax provisions and a corresponding credit or debit to profit.

5.	Acquisition of European Goldfields Ltd.

On February 24, 2012 the Company acquired 100% of the issued and outstanding shares of EGU. Under the terms of the Arrangement former EGU shareholders received 0.85 of an Eldorado common share and C$0.0001 in cash for each EGU share. Eldorado issued 157,959,316 common shares pursuant to the Arrangement. EGU holds a 95% stake in the Kassandra Mines district in Greece, which is comprised of the Stratoni Mine, and the Olympias and Skouries development projects, and an 80% stake in the Certej development project in Romania.

The Company acquired EGU to increase its presence in the Aegean region and leverage local operating knowledge and expertise.

The goodwill of $303,383 resulting from the acquisition arises mainly on the recognition of deferred income tax liabilities and non-controlling interests and represents, among other things, the exploration potential within the assets acquired and future variability in the price of minerals. None of the goodwill is deductible for tax purposes.

In April 2007, Hellas Gold (“Hellas”), a subsidiary of EGU, agreed to sell to Silver Wheaton (Caymans) Ltd. (“Silver Wheaton”) all of the silver metal to be produced from ore extracted during the mine-life within an area of approximately seven square kilometres around the Stratoni mine up to 15 million ounces, or 20 million ounces if additional silver is processed through the Stratoni mill from areas other than the current producing mine. The sale was made in consideration of a prepayment to Hellas of $57.5 million in cash, plus a payment per ounce of payable silver equal to the lesser of $3.90 and the prevailing market price per ounce calculated, due and payable at the time of delivery. The expected cash flows associated with the sale of the silver to Silver Wheaton at a price lower than market price have been reflected in the fair value of the mining interest recorded upon acquisition of EGU. The Company has presented the value of any expected future cash flows from the sale of any future silver production to Silver Wheaton as part of the mining interest, as the Company did not receive any of the original upfront payment. Further, the Company does not believe that the agreement to sell to Silver Wheaton meets the definition of an onerous contract or other liability as the obligation only arises upon production of the silver.

(3)

Eldorado Gold Corporation

Notes to the unaudited condensed consolidated financial statements

(Expressed in thousands of U.S. dollars, unless otherwise stated)

5.	Acquisition of European Goldfields Ltd. (continued)

A preliminary allocation of the purchase price, which is subject to final adjustments, is as follows:

Preliminary purchase price:

157,959,316 common shares of shares of Eldorado at C$15.05/share	$	2,380,140
4,713,248 replacement options		31,130
1,931,542 equity settled deferred phantom units		29,105
Cash consideration		19
Total Consideration	$	2,440,394

Net assets acquired:

Cash	$	18,808
Accounts receivable		20,844
Inventory		9,689
Other assets		9,951
Mining interests		2,990,047
Goodwill		303,383
Accounts payable		(100,776	)
Non-current liabilities		(9,242	)
Deferred income taxes		(542,217	)
Non-controlling interest		(260,093	)
	$	2,440,394

For the purpose of these condensed consolidated financial statements, the purchase consideration has been allocated on a preliminary basis to the fair value of assets acquired and liabilities assumed based on management’s best estimates taking into account all available information at the time of acquisition as well as applicable information at the time these condensed consolidated financial statements were prepared. The Company will continue to review information and perform further analysis with respect to these assets, prior to finalizing the allocation of the purchase price.

Eldorado has conducted a preliminary assessment of contingent liabilities identified during its due diligence and has recognized certain contingent liabilities in its initial accounting for the acquisition. However, the Company is continuing its review to determine whether additional contingent liabilities exist. If during the measurement period new information is found that identifies adjustments to the amount of contingent liabilities recognized initially, or additional contingent liabilities that existed at the acquisition date, then the acquisition accounting will be revised to reflect the resulting adjustments to the amounts initially recognized. During the current quarter the Company received additional information regarding a contingent legal liability that existed at acquisition date. This liability relates to a case before the European Commission that challenges the value of the original transfer of property from the Greek State. This added information has resulted in an increase to the liabilities acquired and the goodwill recognized of $28,832.

The fair value of the common shares and replacement options issued and the equity settled deferred phantom units (“DPUs”) as part of the consideration paid for EGU was based on the closing share price on February 24, 2012 on the Toronto Stock Exchange. The value of the replacement options was calculated using the Black-Scholes model. The following inputs were used to value the replacement options:

Risk-free interest rate	1.28%
Expected volatility (range)	39% – 44%
Expected life (range)	0.7 – 1.7 years
Expected dividends per share	Cdn $0.09
Forfeiture rate	0%

(4)

Eldorado Gold Corporation

Notes to the unaudited condensed consolidated financial statements

(Expressed in thousands of U.S. dollars, unless otherwise stated)

5.	Acquisition of European Goldfields Ltd. (continued)

Acquisition related costs of $552 have been charged to transaction costs in the consolidated income statement for the quarter ended September 30, 2012 (YTD – $20,005).

These consolidated financial statements include EGU’s results from February 24, 2012 to September 30, 2012. The revenue included in the consolidated income statement since February 24, 2012 contributed by EGU was $34,358. This is from the sales of zinc, lead and silver concentrates produced at the Stratoni Mine in Greece. The net loss was $18,776.

Had EGU been consolidated from January 1, 2012, the consolidated income statement would include revenue of $42,136 and a net loss of $41,820 from EGU.

Eldorado received net cash of $18,789 as a result of the EGU transaction. This net increase of cash was a result of an acquired cash balance of $18,808 less cash consideration of $19.

6.	Restricted cash

Restricted cash represents short-term interest-bearing money market securities and funds held on deposit as collateral for the following loans:

	September 30, 2012		December 31, 2011

Eastern Dragon CMB standby letter of credit loan (note 7(b))	$	36,794	$	52,390
Unamgen deposit security HSBC letter of credit		-		3,000
		36,794		55,390

Debt

	September 30, 2012		December 31, 2011
Current:
Jinfeng construction loan (a)	$	3,767	$	19,929
Eastern Dragon CMB standby letter of credit loan (b)		31,541		50,786
Eastern Dragon HSBC revolving loan facility (c)		10,250		10,316
		45,558		81,031
Non-current:
HSBC revolving credit facility (d)		50,000		-
		50,000		-

(a) Jinfeng construction loan

In 2009, Guizhou Jinfeng Mining Ltd. (“Jinfeng”), our 82% owned subsidiary entered into a RMB 680.0 million ($107,239) construction loan facility (“the construction loan”) with China Construction Bank (“CCB”). The construction loan has a term of 6 years commencing on February 27, 2009 and is subject to a floating interest rate adjusted annually at 95% of the prevailing lending rate stipulated by the People’s Bank of China for similar loans. The effective interest as at September 30, 2012 was 6.70%.

Scheduled quarterly payments of RMB 35.0 million ($5,520) are anticipated to repay the principal loan balance in full by the end of 2012. Any pre-payments are applied to reduce future payments starting from the final payment.

Jinfeng made its quarterly scheduled payment of RMB 35.0 million ($5,520) in September of 2012, reducing the balance remaining to RMB 25.0 million ($3,943) at September 30, 2012.

(5)

Eldorado Gold Corporation

Notes to the unaudited condensed consolidated financial statements

(Expressed in thousands of U.S. dollars, unless otherwise stated)

7.	Debt (continued)

Net deferred financing costs in the amount of $176 have been included as an offset in the balance of the loan in the financial statements and are being amortized using the effective interest method.

(b) Eastern Dragon CMB standby letter of credit loan

In January 2010, Rock Mining Industry Development Company Limited (“Eastern Dragon”), our 95% owned subsidiary, entered into a RMB 320.0 million ($50,465) standby letter of credit loan with CMB. This loan has a one year term. In January 2012, the term was extended for a second year term to January 2013 and the annual management fee of 10% of the interest accrued on the outstanding amount paid quarterly was removed. In addition, the floating interest rate is now adjusted monthly at the prevailing lending rate stipulated by the People’s Bank of China for working capital loans. This loan is collateralized by way of a restricted cash deposit as funding of the irrevocable letter of credit issued by Sino Gold to CMB. The collateral was increased in January 2012 from $52,300 to $56,500. The interest rate on this loan as at September 30, 2012 was 6.00%.

In September 2012, we repaid RMB 120.0 million ($18,924), releasing $20,000 of the restricted cash balance. At September 30, 2012, RMB 200.0 million ($31,541) remained outstanding.

In May 2010, Eastern Dragon entered into a RMB 80.0 million ($12,616) revolving facility (“the facility”) with HSBC Bank (China). The facility can be drawn down in minimum tranches of RMB 1.0 million ($158) or its multiples. Each drawdown bears interest fixed at the prevailing lending rate stipulated by the People’s Bank of China on the date of drawdown. The Facility has a term of up to one year. In February, 2012, the Facility was reviewed by the bank and was extended to November 30, 2012. The interest rate on this loan as at September 30, 2012 was 6.16%.

As at September 30, 2012, RMB 65.0 million ($10,250) was outstanding on this loan.

The Facility is secured by a letter of guarantee issued by Eldorado. Eldorado must maintain at all times a security coverage ratio of 110% of the amounts drawn down. As at September 30, 2012, the security coverage is $11,275.

This Facility is to be repaid in full when Eastern Dragon obtains the required project approval that will allow it to complete the second drawdown on the project-financing loan.

(d) HSBC revolving credit facility

The prepaid loan cost on the balance sheet relating to the credit facility as at September 30, 2012 was $2,399.

As at September 30, 2012, $50,000 had been drawn down on the credit facility.

(e) Entrusted loan

In November 2010, Eastern Dragon, HSBC Bank (China) and Qinghai Dachaidan Mining Ltd (“QDML”), our 90% owned subsidiary, entered into a RMB 12.0 million ($1,892) entrusted loan agreement, which was subsequently increased to RMB 180.0 million ($28,387) in September 2011. A subsequent increase to RMB 620.0 million ($97,776) occurred in September 2012.

Under the terms of the entrusted loan, QDML with its own funds entrusts HSBC Bank (China) to provide a loan facility in the name of QDML to Eastern Dragon.

(6)

Eldorado Gold Corporation

Notes to the unaudited condensed consolidated financial statements

(Expressed in thousands of U.S. dollars, unless otherwise stated)

7.	Debt (continued)

As at September 30, 2012, RMB 323.0 million ($50,938) had been drawn under the entrusted loan. Subsequent to September 30, 2012, RMB 10.0 million ($1,577) was drawn under this loan.

The entrusted loan has been recorded on a net settlement basis.

8.	Defined benefit pension plan

During the second quarter of 2012, the Company set up a Retirement Compensation Arrangement (“RCA”) trust account in connection with its non-registered supplementary pension plan. As it is a trust account, the assets in the account are protected from the Company’s creditors. The RCA requires the Company to remit 50% of any contributions made to the Receiver General for Canada to a refundable tax account.

9.	Share capital

Eldorado’s authorized share capital consists of an unlimited number of voting common shares without par value and an unlimited number of non-voting common shares without par value. At September 30, 2012 there were no non-voting common shares outstanding (December 31, 2011 – none).

Voting common shares	Number of Shares		Total

At January 1, 2012		551,682,917	$	2,855,689
Shares issued upon exercise of share options, for cash		3,113,626		20,261
Estimated fair value of share options exercised		-		22,674
Shares issued on acquisition of European Goldfields Ltd. (note 5)		157,959,316		2,380,140
Common shares issued for deferred phantom units		851,497		11,552
At September 30, 2012		713,607,356		5,290,316

10.	Share-based payments

(a) Share option plans

Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:

	2012
	Weighted average exercise price Cdn		Number of options
At January 1,	$	12.60		8,616,113
Regular options granted		14.80		5,906,073
Replacement options granted on acquisition of European Goldfields Ltd. (note 5)		9.73		4,713,248
Exercised		6.48		(3,113,626	)
Forfeited		15.00		(633,119	)
At September 30,		13.70		15,488,689

(7)

Eldorado Gold Corporation

Notes to the unaudited condensed consolidated financial statements

(Expressed in thousands of U.S. dollars, unless otherwise stated)

10. Share-based payments (continued)

At September 30, 2012, 10,547,424 share options (September 30, 2011 – 5,127,291) with a weighted average exercise price of Cdn$12.99 (September 30, 2011 – Cdn$10.38) had vested and were exercisable. Options outstanding are as follows:

	September 30, 2012
	Total options outstanding			Exercisable options
Range of exercise price Cdn$	Shares	Weighted average remaining contractual life (years)	Weighted average exercise price Cdn$	Shares	Weighted average exercise price Cdn$
$4.00 to $4.99	1,148,936	1.1	4.88	1,148,936	4.88
$5.00 to $5.99	66,250	1.1	5.92	66,250	5.92
$6.00 to $6.99	201,000	0.5	6.38	201,000	6.38
$7.00 to $7.99	725,000	2.6	7.13	725,000	7.13
$8.00 to $8.99	15,582	0.8	8.00	15,582	8.00
$9.00 to $9.99	302,900	1.5	9.64	302,900	9.64
$10.00 to $10.99	162,922	4.3	10.85	54,306	10.85
$11.00 to $11.99	10,000	1.5	11.40	10,000	11.40
$12.00 to $12.99	833,398	4.3	12.71	400,132	12.67
$13.00 to $13.99	2,310,456	2.4	13.24	2,310,456	13.24
$14.00 to $14.99	316,614	4.7	14.62	181,092	14.73
$15.00 to $15.99	5,216,473	4.3	15.25	1,930,038	15.27
$16.00 to $16.99	4,115,158	3.5	16.57	3,172,398	16.55
$18.00 to $18.99	24,000	3.2	18.81	16,000	18.81
$19.00 to $20.02	40,000	4.1	19.19	13,334	19.19
	15,488,689	3.4	13.70	10,547,424	12.99

Share based compensation expense related to share options for the quarter ended September 30, 2012 was $3,125 (YTD – $11,821).

(b) Restricted share unit plan

A total of 469,294 restricted share units (“RSUs”) at a grant-date fair value of Cdn$14.65 per unit were granted during the nine month period ended September 30, 2012 under the Company’s RSU plan and 156,432 were exercisable as at September 30, 2012.

The fair value of each RSU issued is determined as the closing share price at grant date.

A summary of the status of the restricted share unit plan and changes during the period ended September 30, 2012 is as follows:

	Total RSUs
Balance at December 31, 2011		253,587
RSUs Granted		469,294
Redeemed		(257,825	)
Forfeited		-
Balance at September 30, 2012		465,056

As at September 30, 2012, 457,485 common shares purchased by the Company remain held in trust in connection with this plan. At the end of the period, 79,752 restricted share units are fully vested and exercisable. These shares purchased and held in trust have been included in treasury stock in the balance sheet.

Restricted share units expense for the period ended September 30, 2012 was $956 (YTD – $4,409).

(8)

Eldorado Gold Corporation

Notes to the unaudited condensed consolidated financial statements

(Expressed in thousands of U.S. dollars, unless otherwise stated)

10. Share-based payments (continued)

At September 30, 2012, 126,406 deferred share units (“DSUs”) were outstanding with a value of $1,927, which is included in accounts payable and accrued liabilities.

Compensation expense related to the DSUs was $315 for the period ended September 30, 2012 (YTD – $980).

(d) Deferred phantom units

In accordance with the acquisition agreement of EGU (note 5), the EGU DPUs will be converted on redemption to Eldorado shares using the 85% share exchange ratio as indicated within the plan of Arrangement. The DPU plan was amended to allow for share settlement only. Each DPU is exercisable into one common share entitling the holder to receive the common share for no additional consideration. During the quarter, no DPUs were exercised (YTD – 851,497 DPUs). The remaining 1,080,045 DPUs are expected to be exercised during 2012.

11.	Supplementary cash flow information

		Three months ended				Nine months ended
		September 30,				September 30,
Changes in non-cash working capital		2012		2011		2012		2011
Accounts receivable and other	$	(4,239)	$	(9,769)	$	(2,981)	$	(1,454)
Inventories		5,451		(1,264)		(27,912)		(10,926)
Accounts payable and accrued liabilities		19,531		24,966		(91,021)		9,991
Total		20,743		13,933		(121,914)		(2,389)

Supplementary cash flow information
Income taxes paid		18,939		34,249		81,576		95,011
Interest paid		741		2,087		3,279		6,705

Non-cash investing and financing activities
Shares, options and DPUs issued on acquisition of European Goldfields Ltd.		-		-		2,440,375		-

12.	Contingencies

In May 2012, the Company, in connection with Hellas, entered into a Letter of Guarantee in favour of the Greek Ministry of Environment, Energy and Climate Change, in the amount of EUR50.0 million, as security for the due and proper performance of rehabilitation work committed in connection with the Environmental Impact Assessment approved for the Kassandra Mines. The Letter of Guarantee is renewed annually and expires on July 26, 2026. The Letter of Guarantee has an annual fee of 57 basis points.

(9)

Eldorado Gold Corporation

Notes to the unaudited condensed consolidated financial statements

(Expressed in thousands of U.S. dollars, unless otherwise stated)

13.	Segment information

Identification of reportable segments

The Company has identified its operating segments based on the internal reports that are reviewed and used by the chief executive officer and the executive management (the chief operating decision makers or CODM) in assessing performance and in determining the allocation of resources.

The CODM considers the business from both a geographic and product perspective and assesses the performance of the operating segments based on measures of profit and loss as well as assets and liabilities. These measures include operating profit, expenditures on exploration, property, plant and equipment and non-current assets, as well as total debt. As at September 30, 2012, Eldorado had six reporting segments based on the geographical location of mining and exploration and development activities.

13.1 Geographical segments

Geographically, the operating segments are identified by country and by operating mine or mine under construction. The Brazil reporting segment includes the Vila Nova mine, development activities of Tocantinzinho and exploration activities in Brazil. The Turkey reporting segment includes the Kişladağ and the Efemçukuru mines and exploration activities in Turkey. The China reporting segment includes the Tanjianshan (“TJS”), Jinfeng and White Mountain mines, the Eastern Dragon development project and exploration activities in China. The Greece reporting segment includes the Stratoni mine and the Olympias, Skouries and Perama Hill development projects and exploration activities in Greece. The Romania reporting segment includes the Certej development project. Other reporting segment includes operations of Eldorado’s corporate office and exploration activities in other countries. Financial information about each of these operating segments is reported to the CODM on at least a monthly basis.

For the three months ended September 30, 2012

	Turkey $	China $	Brazi $	Greece $	Romania $	Other $	Total $
Information about profit and loss
Metal sales to external customers	141,031	118,990	7,292	14,526	-	-	281,839
Production costs	31,606	57,722	6,954	11,333	-	-	107,615
Depreciation	3,550	18,969	1,094	1,845	-	624	26,082
Gross profit	105,875	42,299	(756)	1,348	-	(624)	148,142

Other material items of income and
expense
Exploration expenses	2,390	4,578	3,215	(124)	84	987	11,130
Income tax expense	23,511	10,815	171	(64)	-	2	34,435

Additions to property, plant and equipment during the period	71,068	36,807	4,538	32,853	2,125	(3,786)	143,605

(10)

Eldorado Gold Corporation

Notes to the unaudited condensed consolidated financial statements

(Expressed in thousands of U.S. dollars, unless otherwise stated)

13.	Segment information (continued)

For the three months ended September 30, 2011

	Turkey $	China $	Brazil $	Greece $	Other $		Total $
Information about profit and loss
Metal sales to external customers	149,657	156,852	20,855	-	-	$	327,364
Production costs	35,887	48,445	10,688	-	-		95,020
Depreciation	3,180	24,609	1,540	-	625		29,954
Gross profit	110,590	83,798	8,627	-	(625)		202,390

Other material items of income and expense
Exploration expenses	1,843	841	3,362	-	867		6,913
Income tax expense	39,027	18,673	5,151	223	3		63,077

Additions to property, plant and equipment during the period	44,525	26,662	4,273	586	205		76,251

For the nine months ended September 30, 2012

	Turkey $		China $	Brazil $	Greece $	Romania $	Other $	Total $
Information about profit and loss
Metal sales to external customers	353,256	\	380,567	29,398	34,358	-	-	797,579
Production costs	80,103		164,591	23,337	25,309	-	-	293,340
Depreciation	8,949		60,465	3,241	4,522	-	1,458	78,635
Gross profit	264,204		155,511	2,820	4,527	-	(1,458)	425,604

Other material items of income and expense
Exploration expenses	5,793		11,616	8,572	-	84	3,834	29,899
Income tax expense	57,756		40,829	1,006	(640)	-	14	98,965

Additions to property, plant and
equipment during the period	144,787		80,113	15,449	55,807	4,680	1,157	301,993


Information about assets and liabilities
Property, plant and equipment (*)	676,849		1,928,057	196,575	2,467,173	740,996	2,648	6,012,298
Goodwill	-		365,928	-	303,383	-	-	669,311
	676,849		2,293,985	196,575	2,770,556	740,996	2,648	6,681,609

Debt	-		45,558	-	-	-	50,000	95,558

* Net of revenues from sale of pre-commercial production

(11)

Eldorado Gold Corporation

Notes to the unaudited condensed consolidated financial statements

(Expressed in thousands of U.S. dollars, unless otherwise stated)

13.	Segment information (continued)

For the nine months ended September 30, 2011

	Turkey $	China $	Brazil $	Greece $	Other $	Total $
Information about profit and loss
Metal sales to external customers	322,520	438,632	37,936	-	-	799,088
Production costs	85,645	147,192	17,925	-	-	250,762
Depreciation	8,279	78,244	2,777	-	1,714	91,014
Gross profit	228,596	213,196	17,234	-	(1,714)	457,312

Other material items of income and expense
Exploration expenses	5,860	2,371	4,574	-	2,554	15,359
Income tax expense	70,428	50,514	(667)	223	22	120,520

Additions to property, plant and equipment during the period	134,215	62,821	11,477	2,009	1,884	212,406

As at December 31, 2011

	Turkey $	China $	Brazil $	Greece $	Other $	Total $
Information about assets and liabilities
Property, plant and equipment	591,896	1,903,793	185,667	163,239	3,315	2,847,910
Goodwill	-	365,928	-	-	-	365,928
	591,896	2,269,721	185,667	163,239	3,315	3,213,838

Debt	-	81,031	-	-	-	81,031

The Turkey and China segments derive their revenues from sales of gold and silver. The Brazil segment derives its revenue from sales of iron ore. The Greece segment derives its revenue from sales of zinc, lead and silver concentrates.

13.2 Economic dependence

At September 30, 2012, each of our Chinese mines had one major customer, to whom each sells its entire production, as follows:

TJS Mine

Henan Zhongyuan Gold Smelter Factory Co. Ltd.of Zhongjin Gold Holding Co. Ltd.

Jinfeng Mine

Zijin Refinery

White Mountain Mine

Refinery of Shandong Humon Smelting Co. Ltd.

13.3 Seasonality/cyclicality of operations

Management does not consider operations to be of a significant seasonal or cyclical nature.

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