Mr. George Burns reports
ELDORADO GOLD ANNOUNCES LEADING, INDEPENDENT PROXY ADVISORY FIRM, ISS, RECOMMENDS ELDORADO SHAREHOLDERS VOTE "FOR" THE PROPOSED ARRANGEMENT WITH FORAN MINING; SHAREHOLDERS REMINDED TO VOTE
Institutional Shareholder Services (ISS), a leading proxy advisory firm, has recommended that Eldorado Gold Corp. shareholders vote for the ordinary resolution to approve the issuance of Eldorado shares in connection with the proposed plan of arrangement involving Eldorado, Foran Mining Corp. and the securityholders of Foran.
The special meeting of Eldorado shareholders to consider and vote on the Eldorado share issuance resolution is scheduled for Tuesday, April 7, 2026, at 10 a.m. Vancouver time, at the offices of Blake, Cassels & Graydon LLP, Suite 3500, 1133 Melville St., The Stack, Vancouver, B.C.
Under the arrangement, Eldorado has agreed to acquire all of the issued and outstanding Foran common shares. Each Foran shareholder (other than certain dissenting shareholders) will receive 0.1128 of an Eldorado share and one cent in cash for each Foran common share held, subject to adjustment for fractional shares. Upon completion of the arrangement, Foran will become a wholly owned subsidiary of Eldorado.
ISS recommendation
ISS recommends that Eldorado shareholders vote for the Eldorado share issuance resolution.
"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."
Board recommendation and rationale
The board of directors of Eldorado recommends that shareholders vote for the Eldorado share issuance resolution. Highlights of the transaction include:
- Unanimous board support: Eldorado's board of directors unanimously approved the arrangement and recommends that shareholders vote for the Eldorado share issuance resolution.
- Strategic alignment: 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 of Eldorado and Foran.
- Transaction structure: Upon completion of the arrangement, Eldorado will acquire all of the issued and outstanding Foran common shares and Foran will become a wholly owned subsidiary of Eldorado.
- Independent financial review: Independent fairness opinions were obtained in connection with the arrangement.
Questions and assistance
Your vote is important, no matter how many shares you own. Eldorado shareholders and Foran securityholders are encouraged to vote as early as possible and well in advance of any deadline noted in the joint circular, as intermediaries often impose earlier cut-off times for beneficial holders.
If you require assistance voting your shares or have questions about the voting process, please contact Eldorado's and Foran's proxy solicitation agent,
Laurel Hill Advisory Group, as follows.
North American toll-free: 1-877-452-7184
Outside North America (collect): 1-416-304-0211
E-mail: assistance@laurelhill.com
Shareholders may also text info to 1-877-452-7184 or 1-416-304-0211 for assistance.
For more information regarding the transaction, and to view and download documents related to the special meeting, please visit Eldorado's website.
About Eldorado Gold Corp.
Eldorado is a gold and base metals producer with mining, development and exploration operations in Canada, Greece and Turkey. The company has a highly skilled and dedicated work force, safe and responsible operations, a portfolio of high-quality assets, and long-term partnerships with local communities. Eldorado's common shares trade on the Toronto Stock Exchange and the New York Stock Exchange.
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