ELDORADO AND FORAN COMBINE TO CREATE A LEADING GOLD AND COPPER PRODUCER

Special Shareholder Meeting

April 7, 2026
10:00 AM PT

Where:
Eldorado is conducting its Special Meeting of Shareholders for the Company to acquire Foran Mining Corporation in a physical format only.

In-person: Blake, Cassels & Graydon LLP, 1133 Melville Street, The Stack, Suite 3500, Vancouver, BC, V6E 4E3

Registered shareholders and duly appointed proxyholders will be able to vote and ask questions at the meeting. Non-registered shareholders who have not duly appointed themselves as proxyholders may not attend the meeting in person. 

Questions
Please refer to the Joint Management Information Circular for more information or contact Laurel Hill Advisory Group by telephone at 1 877 452 7184 toll-free in North America, or 1 416 304 0211 outside of North America, or email at [email protected], or text message by texting the word "INFO" to 1 877 452 7184 or 1 416 304 0211, if you have any questions or need assistance completing your form of proxy or voting instruction form.

Special Shareholder Meeting Materials

TitleDOWNLOAD LINK
Form of ProxyDownload PDF
Joint Management Information CircularDownload PDF
Special Shareholder Meeting: Frequently Asked QuestionsDownload PDF

Transaction Rational: A New Global Gold-Copper Leader

(1) Gold equivalent ounces (GEO): Based on public disclosure assuming street consensus analyst prices of US$3,965/oz Au, US$47.54/ oz Ag, US$5.02/lb Cu and US$1.26/lb Zn in 2027.
(2) EBITDA calculated as revenue based on public disclosure less cash operating costs based on street consensus analyst estimates as per S&P CapIQ.
(3) Free cash flow based on street consensus estimates as per FactSet, calculated as operating cash flow less capex.

Special Shareholder Meeting

For more information on the transaction, including details on the Special Shareholder Meeting, and investor materials, please visit the Special Shareholders Meeting page

Combining to Create a Peer-Leading Gold and Copper Producer

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Two World Class Projects Entering Production in 2026, Unlocking Industry Leading Growth
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Enhanced Revenue Mix with Copper Exposure, Long Life Assets, and Improved Jurisdictional Balance
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Strong Balance Sheet and Financial Flexibility Supporting Organic Growth and Capital Returns
High Margin Free Cash Flow Driving Re-Rating Potential
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Cultural Alignment Anchored in Sustainable Operations

Transaction Summary

Transaction

  • Eldorado to acquire all the issued and outstanding common and non-voting shares of Foran via a plan of arrangement
  • Transaction equity value of approximately C$3.8 billion
  • Eldorado and Foran shareholders to own approximately 76% and 24% of the combined company, respectively
  • Dan Myerson to join Board of Directors
Consideration
  • Foran shareholders to receive 0.1128 of an Eldorado share for each Foran share held
  • Represents an 8.0% premium to the 20-day VWap of both Foran and Eldorado shares for the period ended January 30, 2026 and a nil premium to the closing price of Foran on the TSX on the same date
Approvals & Conditions
  • Unanimously approved by the Board of Directors of Eldorado and Foran
  • Foran shareholder vote with 66 2/3% approval threshold and if applicable, a share holder vote with a simply majority of the minority approval threshold
  • Eldorado shareholder vote with a simple majority approval threshold
  • All Directors and executive officers of Foran have entered into voting support agreements, pursuant to which they will vote their common shares help in favor of the transaction
Timing
  • Shareholder meetings expected to be held April 7 2026
  • Transaction expected to close in Q2 2026

Investor Materials

DateTitleLINK
Feb 02, 2026News release: Eldorado and Foran Combine to Create a Leading Gold and Copper ProducerDownload PDF
Feb 02, 2026Webcast Presentation: Eldorado and Foran MiningDownload PDF
March 11, 2026News release: Eldorado Announces Mailing of Joint Management Information Circular; Provides Leadership Transition and Board Succession UpdateDownload PDF
March 11, 2026Joint Management Information CircularDownload PDF
March 11, 2026Form of ProxyDownload PDF
March 11, 2026Special Shareholder Meeting: Frequently Asked QuestionsDownload PDF

Forward Looking Statement

Cautionary Note about Forward-looking Statements and Information

Certain of the statements made and information provided on this webpage 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, these forward-looking statements and forward-looking information can be identified by the use of words such as "anticipates", "believes", "budget", "continue", "estimates", "expects", "forecasts", "guidance", "intends", "plans", "projected" or "scheduled" 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 contained in this presentation include, but are not limited to, statements or information with respect to; the intent of Eldorado and Foran Mining Corporation ("Foran") to complete a plan of arrangement and specifically for Eldorado to acquire all of the issued and outstanding shares of Foran; management's views of the expected benefits and characteristics of the combined company; expectations that the McIlvenna Bay and Skouries projects will commence commercial production in 2026; management's view on the re-rating potential of the combined entity; expected 2027 gold equivalent ounce production; expected date of the associated shareholder meeting and predicted timing of closing; plans to accelerate levels of investment in Canadian exploration and development; management's view of the national and provincial economic benefits of the transaction; expected 2026 annual production and initial mine life for each of Skouries and McIlvenna Bay; estimates of gold equivalent production, free cash flow, and EBITDA of the combined company; expected commodity mix in 2027 and NAV by jurisdiction; expected annual production by commodity at McIlvenna Bay; exploration focus by asset; exploration target grades at the Tesla Zone; expected significant events in the timeline of the combined company in 2026 and 2027; and generally, our strategy, plans, goals and priorities. 

Forward-looking statements and forward-looking information by their nature are based on assumptions and involve known and unknown risks, market 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. Forward-looking statements and forward-looking information are by their nature based on a number of assumptions, that management considers reasonable. However, such assumptions involve both known and unknown risks, uncertainties, and other factors which, if proven to be inaccurate, may cause actual results, activities, performance or achievements may be materially different from those described in the forward-looking statements or information. These include assumptions concerning: timing, cost and results of our construction and development activities, improvements and exploration; the future price of gold, copper and other commodities; exchange rates; anticipated values, costs, expenses and working capital requirements; production and metallurgical recoveries; mineral reserves and resources; our abilities to effectively use invested capital and unlock potential expansion opportunities across the portfolio; our ability to address the negative impacts of climate change and adverse weather; consistency of agglomeration and our ability to optimize it in the future; the cost of, and extent to which we use, essential consumable (including fuel, explosives, cement, and cyanide); the impact and effectiveness of productivity initiatives; the time and cost necessary for anticipated overhauls of equipment; expected by-product grades; the use, and impact of effectiveness, of growth capital; the impact of acquisitions, dispositions, suspensions or delays on our business; the sustaining capital required for various projects; and the geopolitical, economic, permitting and legal climate that we operate in. In addition, except where otherwise stated, Eldorado has assumed a continuation of existing business operations on substantially rhe same basis as exists at the time of this news release. Even though we believe that the assumptions and 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. Many assumptions may be difficult to predict and are beyond our control. The information contained in the footnotes in this presentation with respect to estimates on free cash flow, EBITDA and NAV are key assumptions to the forward-looking metrics to which they relate. 

Forward-looking statements and forward-looking information are subject to known and unknown risks, uncertainties and other important factors that may cause actual results, activities, performance or achievements to be materially different from those described in the forward-looking statements or information. These risks, uncertainties, and other factors include, among others: development risks at Skouries and other development projects; risks relating to our operations in foreign jurisdictions; risks related to production and processing; our ability to secure supplies of power and water at a reasonable cost; prices of commodities and consumables; our reliance on significant amounts of critical equipment; our reliance on infrastructure, commodities and consumables; inflation risk; community relations and social license; environmental matters; geotechnical and hydrogeological conditions or failures; waste disposal; mineral tenure; permits; non-government organizations; reputational issues; climate change; change of control; actions of activist shareholders; estimation of Mineral Reserves and Mineral Resources; regulatory reviews and different standards used to prepare and report Mineral Reserves and Mineral Resources; risks relating to any pandemic, epidemic, endemic, or similar public health threats; regulated substances; acquisitions, including integration risks; dispositions; co-ownership of our properties; investment portfolio; volatility, volume fluctuations, and dilution risk in respect of our shares; competition; reliance on a limited number of smelters and off-takers; information and operational technology systems; liquidity and financing risks; indebtedness (including current and future operating restrictions, implications of a change of control, ability to meet debt service obligations, the implications of defaulting on obligations and changes in credit ratings); total cash costs per ounce and AISC (particularly in relation to the market price of gold and the Company’s profitability); currency risk; interest rate risk; credit risk; tax matters; financial reporting (including relating to the carrying value of our assets and changes in reporting standards); the global economic environment; labour (including in relation to employee/union relations, the Greek transformation, employee misconduct, key personnel, skilled workforce, expatriates, and contractors); commodity price risk; default on obligations; current and future operating restrictions; reclamation and long-term obligations; credit ratings; change in reporting standards; the unavailability of insurance; Sarbanes-Oxley Act, applicable securities laws, and stock exchange rules; risks relating to environmental, sustainability, and governance practices and performance; corruption, bribery, and sanctions; employee misconduct; litigation and contracts; conflicts of interest; compliance with privacy legislation; dividends; tariffs and other trade barriers; and those risk factors discussed in our most recent Annual Information Form & Form 40-F. The reader is directed to carefully review the detailed risk discussion in our most recent Annual Information Form & Form 40-F filed on SEDAR+ and EDGAR under our Company name, which discussion is incorporated by reference in this news release, for a fuller understanding of the risks and uncertainties that affect our business and operations. 

The inclusion of forward-looking statements and 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. 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.

Qualified Person

Except as otherwise noted, Simon Hille, FAusIMM, Executive Vice President, Technical Services and Operations, is the Qualified Person under ni 43-101 responsible for preparing and supervising the preparation of the scientific or technical information contained in this presentation and verifying the technical data disclosed in this document relating to our operating mines and development projects. 

Non-IFRS Measures

For the definition of non-IFRS financial measures and reconciliation to directly comparable IFRS financial measures please refer back to Eldorado's most recent MD&A published as part of our Q3 2025 results.