Eldorado Gold Reminds Shareholders to Vote FOR the Share Issuance Resolution and Foran Mining Reminds Securityholders to Vote FOR the Arrangement Resolution
- Your vote is important. Vote in advance of the proxy voting deadline on
Thursday, April 2, 2026 at10:00 a.m. (Vancouver time). - Shareholder questions or need voting assistance? Please contact
Laurel Hill Advisory Group by email at [email protected], or by texting INFO to, or calling, 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outsideNorth America ).
Eldorado’s special meeting of shareholders (the “Eldorado Meeting”) to consider and vote on the Share Issuance Resolution will be held in person on
Foran’s special meeting of securityholders (the “Foran Meeting”) to consider and vote on the Arrangement is scheduled for
The Board of Directors of each of Eldorado and Foran has unanimously approved the proposed Arrangement and unanimously recommends that Eldorado shareholders vote FOR the Share Issuance Resolution and that Foran securityholders vote FOR the Arrangement Resolution, respectively.
The proposed Arrangement will bring together Eldorado’s established operating platform and financial strength with Foran’s highly attractive copper growth profile. Under the terms of the Arrangement, Foran shareholders will receive 0.1128 of an Eldorado common share plus
Why Vote FOR
The Boards of Directors of Eldorado and Foran believe the proposed arrangement is in the best interests of their respective companies and stakeholders. In recommending that Eldorado shareholders vote FOR the Share Issuance Resolution and Foran securityholders vote FOR the Arrangement Resolution, the respective boards considered and relied upon the following strategic rationale for the proposed arrangement:
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Peer-leading near-term growth: Positioned to deliver a leading growth profile, underpinned by two fully financed development projects – Skouries and
McIlvenna Bay advancing toward commercial production in Q3 2026 and mid-2026, respectively. -
Substantial EBITDA & free cash flow: Expected to generate approximately
$2.1 billion of EBITDA1 and$1.5 billion in free cash flow2 in 2027. This robust long-term cash flow will fund growth initiatives, strengthen the balance sheet and support continued shareholder returns through dividend and share buyback programs, while maintaining financial flexibility through commodity cycles. -
Long-life, diversified asset base: Combined portfolio delivers balanced gold-copper exposure (~77% gold, ~4% silver, ~15% copper, and ~4% other metals) across attractive mining jurisdictions in
Canada ,Greece , and Türkiye, providing jurisdictional and commodity diversification. -
Significant exploration upside: Eldorado will continue to accelerate high-value organic growth opportunities. This includes advancing Foran’s high-grade polymetallic Tesla zone as well as maximizing the exploration potential surrounding Eldorado’s existing operating and development assets.
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Compelling re-rate opportunity: With increased scale and trading liquidity, near-term growth and enhanced Canadian exposure the combination will support a valuation re-rate opportunity.
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Sustainability-focused operations: Strong alignment across sustainability principles, carbon efficient practices, and a shared commitment to responsible mining will enable the combined company to focus on transparent sustainability performance and continued advancement in GHG emissions mitigation.
Questions & Voting Assistance
Eldorado and Foran encourage all Eldorado shareholders and Foran securityholders, respectively, to vote in advance of the Eldorado Meeting and Foran Meeting, as applicable. Every vote is important, regardless of the number of securities held. The proxy voting deadline is
Shareholders with questions or who require assistance in voting are encouraged to contact Eldorado’s and Foran’s proxy solicitation agent and shareholder communications advisor:
North American Toll-Free: 1-877-452-7184
Email: [email protected]
Shareholders may also text INFO to 1-877-452-7184 or 1-416-304-0211 for assistance.
About
Eldorado is a gold and base metals producer with mining, development and exploration operations in
About
Foran is a near-term critical minerals producer, committed to supporting a greener future and empowering communities while creating value for its stakeholders.
The McIlvenna Bay Deposit is a copper-zinc-gold-silver rich deposit intended to be the centre of a new mining camp in a prolific district that has already been producing for 100 years. The McIlvenna Bay Property sits just 65 km West of
Eldorado Gold Contacts:
Investor Relations
647 271 2827 or 1 888 353 8166
[email protected]
Media
236 885 6251 or 1 888 353 8166
[email protected]
Foran Mining Contact
Investor Relations
306-808-4051
[email protected]
1 EBITDA calculated as revenue based on public disclosure less cash operating costs based on street consensus analyst estimates as per S&P CapIQ.
2 Based on street consensus estimates as per FactSet, calculated as operating cash flow less capex.
Cautionary Note about Forward-looking Statements and Information
Certain of the statements made and information provided in this news release are 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”, “deliver” “estimates”, “expects”, “forecasts”, “generate” “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 release include, but are not limited to, statements or information with respect to: Eldorado and Foran’s intent to complete the Transaction and specifically Eldorado’s intent to acquire all the outstanding Foran common shares; approval of the Transaction by Eldorado shareholders and Foran securityholders; the date and time of the Eldorado shareholder meeting and the Foran securityholder meeting; management’s views on the positive impacts of the proposed Transaction and the strategic rationale for the Transaction; management’s belief that the combined entity is a re-rate opportunity; views on the life of assets; expectations of benefits from metal prices and demand for critical minerals; management’s view of the exploration potential of the combined entity; the combined company’s focus on its commitment to transparent performance and GHG mitigation; management’s belief that the combined company will be capable of organically funding sustained growth; expected weightings of the combined portfolio; expectations that the Skouries and
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, for Eldorado and the combined company, 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 ability 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 consumables (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 or 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 Eldorado operates in; and for Foran, these assumptions include the availability of funds for the
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: receipt of approval from Eldorado shareholders and Foran securityholders, and the required court, regulatory and other consent and approvals to complete the Transaction; the potential of a third party making a superior proposal to the Transaction and the possibility that the Arrangement Agreement could be terminated as a result of a superior proposal; commodity price risk; development risks at Skouries and other construction and development projects including the ability of key suppliers to meet key contractual commitments in terms of schedules, amount of product delivered, cost, or quality and our ability to construct key infrastructure within the required timelines, and unexpected inclement weather and climate events that may delay timelines; risks relating to our operations in foreign jurisdictions; risks related to production and processing; risks related to our improvement projects; 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; our ability to completely understand geotechnical structures, geotechnical and hydrogeological conditions or failures; regulatory requirements as they relate to mine plan approvals; waste disposal; mineral tenure; permits; non-governmental organizations; reputational issues; climate change; change of control; actions of activist shareholders; estimation of Mineral Reserves and Mineral Resources; risks related to replacement of mineral reserves; 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; the acquisition of
In respect of Foran, risks, uncertainties and other factors include Foran’s reliance on the McIlvenna Bay Property; Foran has a history of losses and may not be able to generate sufficient revenue to be profitable or to generate positive cash flow on a sustained basis; Foran is exposed to risks related to mineral resources exploration and development; risks related to the Arrangement, including the Arrangement not being completed, failure to realize the anticipated benefits of the Arrangement, risks related to Foran and Eldorado, the Arrangement Agreement’s restrictions on Foran and Eldorado in respect of taking certain actions, expected costs incurred in connection with the Arrangement and the diversion of Foran’s management as a result of the Arrangement, and the anticipated impacts resulting therefrom; failure to comply with covenants under Foran’s amended credit facility or its equipment finance facility may have a material adverse impact on Foran’s operations and financial condition; Foran may require additional financing and future share issuances may adversely impact share prices; Foran has no history of mineral production; uncertainties and risks relating to the McIlvenna Bay 2025 Technical Report; and the additional risks identified in Foran’s filings with Canadian securities regulators on SEDAR+ in
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, each of Eldorado and Foran does not expect to update forward-looking statements and information continually as conditions change and you are referred to the full discussion of Eldorado’s business contained in its respective reports filed with the securities regulatory authorities in
Non-IFRS Measures
This news release contains certain forward-looking non-IFRS financial measures, including earnings before interest, taxes, depreciation and amortization (“EBITDA”) and free cash flow. The historical non‑IFRS financial measures that are equivalent to such forward‑looking non‑IFRS financial measures, and the most directly comparable IFRS financial measures, together with reconciliations between such measures and explanations of their composition, are disclosed in the section entitled “Non‑IFRS and Other Financial Measures and Ratios” in the annual management discussion and analysis of Eldorado for the financial year ended
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