Eldorado Gold Announces Leading, Independent Proxy Advisory Firm, ISS, Recommends Eldorado Shareholders Vote “FOR” the Proposed Arrangement with Foran Mining; Shareholders Reminded to Vote
1
NEWS RELEASE
TSX: ELD NYSE: EGO March 25, 2026
Eldorado Gold Announces Leading, Independent Proxy Advisory Firm, ISS,
Recommends Eldorado Shareholders Vote “FOR” the Proposed
Arrangement with Foran Mining; Shareholders Reminded to Vote
• Your vote is important. Vote well in advance of the proxy voting deadline on Thursday, April 2, 2026 at
10:00 a.m. (Vancouver time).
• Shareholder questions or need voting assistance? Please contact Laurel Hill Advisory Group by email at
[email protected], or by texting INFO to, or calling, 1-877-452-7184 (North American toll-free) or 1-
416-304-0211 (outside North America).
VANCOUVER, BC – Eldorado Gold Corporation (TSX: ELD, NYSE American: EGO ) (“Eldorado” or the
“Company”) is pleased to announce that Institutional Shareholder Services ("ISS") , a leading proxy advisory firm,
has recommended that shareholders vote FOR the ordinary resolution (the “Eldorado Share Issuance Resolution”) to
approve the issuance of Eldorado shares in connection with the proposed plan of arrangement involving Eldorado,
Foran Mining Corporation ("Foran") and the securityholders of Foran (the "Arrangement").
The special meeting of Eldorado shareholders to consider and vote on the Eldorado Share Issuance Resolution is
scheduled for Tuesday, April 7, 2026 at 10:00 a.m. (Vancouver time) at the offices of Blake, Cassels & Graydon LLP,
Suite 3500, 1133 Melville Street, The Stack, Vancouver, British Columbia (the "Meeting").
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
CAD$0.01 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 & 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.
2
• Independent financial review: independent fairness opinions were obtained in connection with the
Arrangement.
Questions & 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
North American Toll-Free: 1-877-452-7184
Outside North America (Collect): 1-416-304-0211
Email: [email protected]
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: https://www.eldoradogold.com/investors/foran-transaction.
About Eldorado Gold
Eldorado is a gold and base metals producer with mining, development and exploration operations in Canada,
Greece and Türkiye. The Company has a highly skilled and dedicated workforce, 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 (TSX: ELD) and the New York Stock Exchange (NYSE: EGO).
Contact
Investor Relations
Lynette Gould, VP, Investor Relations, Communications & External Affairs
647 271 2827 or 1 888 353 8166
Media
Chad Pederson, Director, Communications and Public Affairs
236 885 6251 or 1 888 353 8166
Cautionary Note about Forward-looking Statements and Information
Certain of the statements made and information provided in this news release are forward -looking statements or
information within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable
Canadian securities laws. Often, these forward-looking statements and forward-looking information can be identified
by the use of words such as “anticipates”, “believes”, “budget”, “continue”, “deliver” “estimates”, “expects”, “forecasts”,
“generate” “guidance”, “intends”, “plans”, “p rojected” or “scheduled” or the negatives thereof or variations of such
words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be
taken, occur or be achieved.
Forward-looking statements or information contained in this release include, but are not limited to, statements or
information with respect to: Eldorado and Foran’s intent to complete the Transaction and specifically Eldorado’s intent
to acquire all the outstanding Foran Shares; approval of the Transaction by Eldorado shareholders; the date and time
3
of the Eldorado shareholder meeting; management’s views on the positive impacts of the proposed Transaction and
the strategic rationale for the Transaction. Forward-looking statements and forward-looking information by their nature
are based on assumptions and involve known and unknown risks, market uncertainties and other factors, which may
cause the actual results, performance or achievements of Eldorado and the combined company to be materially
different from any future results, performance or achievements expressed or implied by such forward -looking
statements or information.
Forward-looking statements and forward-looking information are by their nature based on a number of assumptions,
that management considers reasonable. However, such assumptions involve both known and unknown risks,
uncertainties, and other factors which, if proven to be inaccurate, may cause actual results, activities, performance or
achievements may be materially different from those described in the forward -looking statements or information.
These include, for Eldorado and the combined company, assumption s concerning: timing, cost and results of our
construction and development activities, improvements and exploration; the future price of gold, copper and other
commodities; exchange rates; anticipated values, costs, expenses and working capital requirements; production and
metallurgical recoveries; mineral reserves and resources; our ability to effectively use invested capital and unlock
potential expansion opportunities across the portfolio; our ability to address the negative impacts of climate change
and adverse weather; consistency of agglomeration and our ability to optimize it in the future; the cost of, and extent
to which we use, essential consumables (including fuel, explosives, cement, and cyanide); the impact and
effectiveness of productivity initiatives; the time and cost necessary for anticipated overhauls of equipment; expected
by-product grades; the use, and impact or effectiveness, of growth capital; the impact of acquisitions, dispositions,
suspensions or delays on our business; the sustainin g capital required for various projects; and the geopolitical,
economic, permitting and legal climate that Eldorado operates in. In addition, except where otherwise stated, we have
assumed completion of the Transaction on the contemplated timeline and, exc ept where otherwise stated, a
continuation of existing business operations on substantially the same basis as exists at the time of this news release.
Even though we believe that the assumptions and expectations represented by such statements or informatio n are
reasonable, there can be no assurance that the forward -looking statement or information will prove to be accurate.
Many assumptions may be difficult to predict and are beyond our control.
Forward-looking statements and forward -looking information are subject to known and unknown risks, uncertainties
and other important factors that may cause actual results, activities, performance or achievements to be materially
different from those described in the forward-looking statements or information. These risks, uncertainties and other
factors include, among others: receipt of approval from Eldorado shareholders and Foran securityholders, and the
required court, regulatory and other consent and approvals to complete the Transaction; the potential of a third party
making a superior proposal to the Transaction and the possibility that the Arrangement Agreement could be
terminated as a result of a superior proposal; commodity price risk; development ri sks at Skouries and other
construction and development projects including the ability of key suppliers to meet key contractual commitments in
terms of schedules, amount of product delivered, cost, or quality and our ability to construct key infrastructure within
the required timelines, and unexpected inclement weather and climate events that may delay timelines; risks relating
to our operations in foreign jurisdictions; risks related to production and processing; risks related to our improvement
projects; o ur ability to secure supplies of power and water at a reasonable cost; prices of commodities and
consumables; our reliance on significant amounts of critical equipment; our reliance on infrastructure, commodities
and consumables; inflation risk; community relations and social license; environmental matters; our ability to
completely understand geotechnical structures, geotechnical and hydrogeological conditions or failures; regulatory
requirements as they relate to mine plan approvals; waste disposal; miner al tenure; permits; non -governmental
organizations; reputational issues; climate change; change of control; actions of activist shareholders; estimation of
Mineral Reserves and Mineral Resources; risks related to replacement of mineral reserves; regulatory reviews and
different standards used to prepare and report Mineral Reserves and Mineral Resources; risks relating to any
pandemic, epidemic, endemic, or similar public health threats; regulated substances; the acquisition of Foran Mining
Corporation, incl uding timing, risks and benefits thereof; acquisitions, including integration risks; dispositions; co -
ownership of our properties; investment portfolio; volatility, volume fluctuations, and dilution risk in respect of our
shares; competition; reliance on a limited number of smelters and off-takers; information and operational technology
systems; liquidity and financing risks; indebtedness (including current and future operating restrictions, implications
of a change of control, ability to meet debt service obligations, the implications of defaulting on obligations and
changes in credit ratings); total cash costs per ounce and AISC (particularly in relation to the market price of gold and
the Company’s profitability); currency risk; interest rate risk; credit risk; tax matters; financial reporting (including
relating to the carrying value of our assets and changes in reporting standards); the global economic environment;
4
labour (including in relation to availability of labour resources, including for including for construction, development
and improvements activities, and their productivity employee/union relations, the Greek transformation, employee
misconduct, key personnel, skilled workforce, expatriates, and contractors); default on obligations; current and future
operating restrictions; reclamation and long -term obligations; credit ratings; change in reporting standards; the
unavailability of insurance; Sarbanes -Oxley Act, applicable securities laws, and stock exchange rules; risks relating
to environmental, sustainability, and governance practices and performance; corruption, bribery, and sanctions;
employee misconduct; litigation and contracts; conflicts of interest; compliance with privacy legislation; dividends;
tariffs and other trade barriers; and those risk factors discussed in Eldorado’s most recent Annual Information Form
& Form 40-F. The reader is directed to carefully review the detailed risk discussion in Eldorado’s most recent Annual
Information Form & Form 40-F filed on SEDAR+ and EDGAR which discussion provides a fuller understanding of the
risks and uncertainties that affect Eldorado’s business and operations.
The inclusion of forward -looking statements and information is designed to help you understand management’s
current views of our near- and longer-term prospects, and it may not be appropriate for other purposes.
There can be no assurance that forward-looking statements or information will prove to be accurate, as actual results
and future events could differ materially from those anticipated in such statements. Accordingly, you should not place
undue reliance on t he forward -looking statements or information contained herein. Except as required by law,
Eldorado does not expect to update forward-looking statements and information continually as conditions change and
you are referred to the full discussion of Eldorado’s business contained in its respective reports filed with the securities
regulatory authorities in Canada and the U.S., as applicable.