Eldorado arrangement with Foran receives ISS support

Executive Summary

• Eldorado Gold Corp. has received a "For" recommendation from Institutional Shareholder Services (ISS) regarding the proposed plan of arrangement to acquire Foran Mining Corp.
• The special meeting of Eldorado shareholders to vote on the share issuance resolution is scheduled for April 7, 2026.
• The transaction involves Eldorado acquiring all outstanding Foran common shares, with Foran shareholders receiving 0.1128 of an Eldorado share and $0.01 in cash for each Foran share held.

Key Details

• Transaction Structure: Eldorado will acquire all issued and outstanding Foran common shares; Foran will become a wholly owned subsidiary of Eldorado upon completion.
• Consideration: Each Foran shareholder (excluding dissenting shareholders) will receive 0.1128 of an Eldorado share plus one cent in cash for each Foran common share held, subject to adjustment for fractional shares.
• Proxy Recommendation: Institutional Shareholder Services (ISS) has recommended that Eldorado shareholders vote "For" the ordinary resolution to approve the issuance of Eldorado shares in connection with the arrangement.
• Board Stance: Eldorado’s board of directors unanimously approved the arrangement and recommends that shareholders vote for the resolution.
• Strategic Rationale: The board states the transaction is aligned with Eldorado's strategy and is expected to strengthen the company's long-term growth profile through a disciplined, value-focused combination.
• Fairness Opinion: Independent fairness opinions were obtained in connection with the arrangement.
• Meeting Details: The special meeting is scheduled for Tuesday, April 7, 2026, at 10 a.m. Vancouver time, at the offices of Blake, Cassels & Graydon LLP in Vancouver, B.C.
• Voting Assistance: Shareholders are encouraged to vote early. Assistance is available via Laurel Hill Advisory Group (North American toll-free: 1-877-452-7184; Outside North America: 1-416-304-0211; Email: [email protected]).

Notable Quotes

• "We are pleased that ISS has recognized the merits of this transaction and the disciplined, value-focused rationale supporting it," said George Burns, chief executive officer. "Eldorado's board unanimously recommends that shareholders vote for the Eldorado share issuance resolution and we encourage all shareholders to vote well in advance of the deadline."