Eldorado and Foran Combine to Create a Leading Gold and Copper Producer

Executive Summary

• Eldorado Gold Corporation has entered into a definitive agreement to acquire Foran Mining Corporation in a transaction valued at approximately C$3.8 billion, creating a sector-leading gold-copper mining company.
• Foran shareholders will receive 0.1128 Eldorado common shares and $0.01 in cash for each Foran share held, representing an 8.0% premium to the 20-day VWAP.
• The combined entity will possess two major development assets, Skouries (Greece) and McIlvenna Bay (Canada), both scheduled for commercial production in mid-2026, with expected 2027 production of ~900k gold equivalent ounces and $1.5 billion in free cash flow.

Key Details

• Transaction Structure: Court-approved plan of arrangement under the Business Corporations Act (British Columbia).
• Consideration: 0.1128 Eldorado common shares + $0.01 cash per Foran share.
• Valuation: Implies an equity value for Foran of approximately C$3.8 billion; 8.0% premium to 20-day VWAP; nil premium to Jan 30, 2026 closing price.
• Ownership Post-Transaction: Existing Eldorado shareholders will own ~76%; existing Foran shareholders will own ~24%.
• Strategic Assets:
  • Skouries (Greece): Fully financed development asset.
  • McIlvenna Bay (Saskatchewan, Canada): Fully financed development asset; designated as a project of Canadian national importance.
• Production & Financial Outlook (2027 Estimates):
  • Production: ~900,000 gold equivalent ounces.
  • EBITDA: ~$2.1 billion.
  • Free Cash Flow: ~$1.5 billion.
• Portfolio Composition: ~77% gold, ~15% copper, ~8% other metals.
• Jurisdictions: Canada, Greece, and Türkiye.
• Timeline: Expected to close in Q2 2026.
• Approvals Required:
  • Foran Securityholders: Two-thirds vote of common/non-voting shares; two-thirds vote of options/RSUs/DSUs; simple majority of separate classes if applicable.
  • Eldorado Shareholders: Simple majority vote for issuance of consideration.
  • Regulatory: TSX, NYSE, and Competition Bureau approvals.
• Shareholder Meetings: Expected to be held on or before April 14, 2026.
• Voting Agreements: Directors/officers of Foran (4% ownership) and Eldorado (0.3% ownership) have agreed to vote in favor of the transaction.
• Delisting: Foran shares will be delisted from TSX and OTCQX upon completion.
• Board Changes: Dan Myerson (Executive Chair and CEO of Foran) will join the Eldorado Board of Directors upon completion.

Notable Quotes

• George Burns, CEO of Eldorado: “This combination creates a stronger gold and copper growth company, defined by near-term cash flow generation and multiple catalysts... With Skouries and McIlvenna Bay scheduled to come online in 2026, the combined business is positioned for a step-change in production, cash flow, and global relevance.”
• Steven Reid, Chair of Eldorado: “The Board of Eldorado is pleased to welcome Dan Myerson to the Eldorado Board of Directors on completion of the transaction. Together, George and Dan will provide valuable continuity, operational experience and capital markets experience to the Board and Eldorado.”
• Dan Myerson, Executive Chair and CEO of Foran: “This transaction gives McIlvenna Bay the scale and financial strength to fully realize its potential... I look forward to being actively involved in supporting a compelling strategy that creates an unmatched opportunity for growth and scale.”
• Scott Moe, Premier of Saskatchewan: “This proposed transaction reinforces Saskatchewan’s position as a leading destination for responsible resource development... A combination with Eldorado would further strengthen the project’s development pathway and underscore Canada’s role in supplying critical minerals to both domestic and global markets.”