Announcement • Apr 15
Eldorado Intends to De-List the Foran Shares from the TSX and OTCQX Eldorado Gold Corporation has completed the acquisition of all of the outstanding shares of Foran Mining Corporation pursuant to a plan of arrangement. With Foran now a wholly-owned subsidiary of the Company, Eldorado intends to de-list the Foran shares from the TSX and OTCQX as soon as practicable. Eldorado also intends to submit an application to the applicable securities regulators to have Foran cease to be a reporting issuer and terminate its public reporting obligations under Canadian securities laws. Announcement • Apr 14
Eldorado Gold Corporation (TSX:ELD) completed the acquisition of Foran Mining Corporation (TSX:FOM) from Fairfax Financial Holdings Limited (TSX:FFH). Eldorado Gold Corporation (TSX:ELD) agreed to acquire Foran Mining Corporation (TSX:FOM) from Fairfax Financial Holdings Limited (TSX:FFH) for CAD 3.7 billion on February 1, 2026. Pursuant to the terms of the Arrangement Agreement, Foran shareholders will receive 0.1128 common shares of Eldorado and CAD 0.01 in cash for each Foran Share held. Upon completion of the Transaction, existing Eldorado and Foran shareholders will own approximately 76% and 24% of the combined company, respectively. In case of termination by Eldorado Gold Corporation, Eldorado Gold Corporation will pay a termination fee of CAD 250 million. In case of termination by Foran Mining Corporation, Foran will pay a termination fee of CAD 200 million.
The combined business will remain headquartered in Vancouver, British Columbia, under the Eldorado Gold name, and intends to expand and accelerate levels of investment in Canadian exploration and development activities. Following completion of the transaction, Foran shares will be delisted from the TSX and the OTCQX, and Foran will cease to be a reporting issuer under Canadian securities laws. Board of Eldorado will welcome Dan Myerson to the Eldorado Board of Directors on completion of the transaction.
The transaction is subject to (i) certain regulatory approvals; (ii) approval of the transaction by Eldorado and Foran shareholders; (iii) approval of the Competition Bureau; (iv) court approval; (v) Consideration Shares to be issued pursuant to the arrangement will have been approved for listing on the NYSE (subject only to official notice of issuance) and the TSX (subject only to customary conditions); and (vi) the Purchaser Share Issuance Resolution will have been approved by the Eldorado Gold Corporation shareholders. The Board of Directors of both Foran and Eldorado have unanimously approved the transaction. Additionally, the Board of Directors of Foran Mining Corporation formed a special committee for the transaction. The expected completion of the transaction is expected to close in Q2 2026. On March 25, 2026, Eldorado Gold Corporation announced that Institutional Shareholder Services has recommended that shareholders vote for the ordinary resolution to approve the issuance of Eldorado shares in connection with the proposed plan of arrangement. On March 30, 2026, Fairfax has agreed to vote all of its shares in favour of the Transaction. Fairfax owns 94,088,486 common shares, representing approximately 17.6% of the Foran's issued and outstanding common shares, and an additional 27,777,778 non-voting shares, which convert into common shares on a one-for-one basis in connection with a change of control transaction. Assuming such conversion, Fairfax would be entitled to vote approximately 21.6% of the Foran's issued and outstanding common shares. On April 7, 2026, the transaction has been approved by the shareholder of Eldorado Gold Corporation.
BMO Nesbitt Burns Inc. acted as financial advisor and fairness opinion provider for Eldorado Gold Corporation. RBC Dominion Securities Inc. acted as financial advisor and fairness opinion provider for Eldorado Gold Corporation Special Committee. Jeffrey Lloyd of Blake, Cassels & Graydon LLP and Fasken Martineau DuMoulin LLP acted as legal advisors for Eldorado Gold Corporation. Morgan Stanley Canada Limited and National Bank Financial, Inc. acted as financial advisors and fairness opinion providers for Foran Mining Corporation. Mills Dunlop Capital Partners Ltd. acted as financial advisor for Foran Mining Corporation. Stifel Nicolaus Canada Inc. acted as financial advisor and fairness opinion provider for Foran Mining Corporation Special Committee. Roger Taplin and Claire Lehan of McCarthy Tétrault LLP acted as legal advisor for Foran Mining Corporation. Computershare Trust Company of Canada acted as depository bank and transfer agent for Eldorado Gold Corporation. Laurel Hill Advisory Group, LLC acted as proxy solicitor for Eldorado Gold Corporation.
Eldorado Gold Corporation (TSX:ELD) completed the acquisition of Foran Mining Corporation (TSX:FOM) from Fairfax Financial Holdings Limited (TSX:FFH) on April 14, 2026. With Foran now a wholly-owned subsidiary of Eldorado, Eldorado intends to de-list the Foran shares from the TSX and OTCQX as soon as practicable. New Risk • Apr 14
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -CA$612m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-CA$612m free cash flow). Earnings have declined by 22% per year over the past 5 years. Shareholders have been substantially diluted in the past year (34% increase in shares outstanding). Revenue is less than US$1m. Minor Risk Significant insider selling over the past 3 months (CA$11m sold). 
