Foran Mining (FOM) 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, leveraging two fully financed projects entering production in mid-2026 and enhancing exposure to critical minerals.

• Expands presence in Canada, strengthening critical minerals development and supporting the energy transition.

• Both companies share aligned values, operational excellence, and a commitment to sustainability and carbon reduction.

• Offers significant exploration upside, including the high-grade Tesla zone and organic growth opportunities.

• Combination supports a potential market rerating and positions the company as a sector growth leader.

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.

• Acquisition via a plan of arrangement; all Foran directors and officers have entered voting support agreements.

• Requires approval by two-thirds of Foran securityholders, a simple majority of Eldorado shareholders, court approval, and regulatory approvals from TSX, NYSE, and the Competition Bureau.

• Customary break fees, non-solicitation covenants, and deal protections apply.

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.

• Strong balance sheet and financial flexibility will fund organic growth and exploration.

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

• Enhanced revenue mix and high-margin free cash flow are expected to drive re-rating potential.