Eldorado Gold (ELD) M&A announcement summary

Deal rationale and strategic fit

• Creates a leading, diversified gold-copper producer with long-life assets in Canada, Greece, and Türkiye, enhancing exposure to critical minerals and supporting the energy transition.

• Combination accelerates Canadian critical minerals production and strengthens the development pathway for nationally significant projects.

• Both companies share aligned values, operational excellence, and a commitment to sustainability and responsible mining, with a focus on GHG emissions mitigation.

• Expands presence in Canada, a top-tier mining jurisdiction, and balances geographic risk across three countries.

• Canadian headquarters to remain in Vancouver, with expanded investment in Canadian exploration and development.

Financial terms and conditions

• Foran shareholders receive 0.1128 Eldorado shares and $0.01 in cash per Foran share, representing an 8% premium to the 20-day VWAP and an implied equity value of approximately C$3.8 billion.

• Post-transaction ownership: 76% Eldorado shareholders, 24% Foran shareholders.

• Dan Myerson will join the Board of Directors, with a board succession process planned for 2026.

• All Foran directors and officers have entered voting support agreements.

• Arrangement Agreement includes non-solicitation and break fee provisions, with Eldorado having the right to match superior proposals.

Synergies and expected cost savings

• Combined company expected to generate approximately $2.1 billion in EBITDA and $1.5 billion in free cash flow in 2027, supporting growth initiatives and shareholder returns.

• Enhanced financial flexibility and minimal net debt (~$90 million pro forma) support development, exploration, and shareholder returns.

• Long-life assets and a peer-leading exploration pipeline designed to generate resilient, self-funded growth.

• No streaming or royalty encumbrances on McIlvenna Bay, providing full exposure to all produced metals.

• High-margin free cash flow is anticipated to drive re-rating potential.