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Foran Mining Corporation — M&A Activity 2026
Apr 17, 2026
44374_rns_2026-04-17_2eec6679-7f7b-40b3-b13f-2492604ef6f5.pdf
M&A Activity
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NOTICE OF CHANGE IN CORPORATE STRUCTURE
Pursuant to Section 4.9 of National Instrument 51-102
Continuous Disclosure Obligations
Item 1 Names of the parties to the transaction
Eldorado Gold Corporation ("Eldorado") and Foran Mining Corporation ("Foran")
Item 2 Description of the transaction
On April 14, 2026, Foran completed a plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia), pursuant to which, among other things, Eldorado acquired all of the issued and outstanding shares of Foran (the "Foran Shares"), and Foran shareholders received 0.1128 common shares of Eldorado (the "Eldorado Shares") and $0.01 in cash in exchange for each Foran Share held.
The Arrangement was approved by Foran securityholders at a special meeting held on April 7, 2026, by Eldorado shareholders at a special meeting held on April 7, 2026 and by the Supreme Court of British Columbia on April 9, 2026.
Complete details of the Arrangement are set out in the joint management information circular of Foran and Eldorado dated March 6, 2026 (the "Circular"), a copy of which is available on each of Foran's and Eldorado's SEDAR+ profiles at www.sedarplus.ca.
Item 3 Effective date of the transaction
April 14, 2026
Item 4 Name of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity
On completion of the Arrangement, Foran became a wholly-owned subsidiary of Eldorado. Foran has made an application to the British Columbia Securities Commission, as principal regulator, to cease to be a reporting issuer in each of the provinces and territories of Canada.
The Foran Shares were delisted from the Toronto Stock Exchange as at the close of trading on April 15, 2026. The Eldorado Shares continue to trade on the Toronto Stock Exchange and the New York Stock Exchange.
Item 5 Date of the reporting issuer's first financial year-end after the transaction
Not applicable.
Item 6 Periods, including the comparative periods, if any, of the interim financial reports and the annual financial statements required to be filed for the reporting issuer's first financial year after the transaction
Not applicable.
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Item 7 Documents filed under NI 51-102 that describe the transaction and where those documents can be found in electronic format
The following documents were filed on SEDAR+ pursuant to NI 51-102 – Continuous Disclosure Obligations and in connection with the Arrangement:
- news releases dated February 2, 2026, March 11, 2026, April 1, 2026, April 7, 2026 and April 14, 2026, filed by Eldorado;
- material change reports dated February 11, 2026 and April 16, 2026, filed by Eldorado;
- news releases dated February 2, 2026, March 11, 2026, March 25, 2025, March 30, 2026, April 1, 2026, April 7, 2026 and April 14, 2026, filed by Foran;
- material change reports dated February 11, 2026 and April 16, 2026, filed by Foran;
- the Circular filed by Foran and Eldorado, respectively;
- a copy of the arrangement agreement dated February 1, 2026, filed by Foran and Eldorado on February 11, 2026; and
- a copy of the amending agreement dated March 4, 2026 filed by Foran and Eldorado on March 6, 2026.
Item 8 Date of Notice
April 17, 2026