Eldorado Gold (EGO) closes Foran Mining acquisition and delists Foran shares

Rhea-AI Filing Summary

Eldorado Gold Corporation completed a corporate transaction under which it acquired all issued and outstanding securities of Foran Mining Corporation on April 14, 2026 pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

Each Foran common share was exchanged for 0.1128 Eldorado common share plus $0.01 in cash at the effective time of 12:01 a.m. Vancouver time on April 14, 2026. Foran’s RSUs and DSUs vested, were settled into Foran shares, then exchanged into Eldorado shares based on the same exchange ratio. Foran stock options were vested, cancelled, and replaced with fully vested Eldorado options adjusted for the exchange ratio, and Foran non-voting shares were converted into voting Foran shares and then exchanged into Eldorado shares.

The Foran shares were delisted from the Toronto Stock Exchange on April 15, 2026, and Foran has applied to cease to be a reporting issuer. Following completion of the arrangement, Foran’s former CEO, Dan Myerson, joined Eldorado’s board of directors.

Filing Explained

The August 11 Form 6-K incorporates its April 17 material-change report by reference into Eldorado’s specified Form F-10 and Form S-8 registration statements, adding the completed Foran arrangement disclosure to those registration documents.

Key Figures

Share exchange ratio: 0.1128 Eldorado share per Foran share Cash component per Foran share: $0.01 per Foran share Effective time: 12:01 a.m. (Vancouver time) on April 14, 2026 +2 more

5 metrics

Share exchange ratio 0.1128 Eldorado share per Foran share Consideration per Foran common share under the plan of arrangement

Cash component per Foran share $0.01 per Foran share Cash consideration added to the share exchange for each Foran common share

Effective time 12:01 a.m. (Vancouver time) on April 14, 2026 Time the arrangement became effective for exchanging Foran securities

Foran TSX delisting date April 15, 2026 Date Foran shares were delisted from the Toronto Stock Exchange

Material change report date April 17, 2026 Date of the Form 51-102F3 material change report related to the arrangement

Key Terms

plan of arrangement, Business Corporations Act (British Columbia), restricted share units, deferred share units, +2 more

6 terms

plan of arrangement regulatory

"pursuant to the previously announced plan of arrangement under the Business Corporations Act"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

Business Corporations Act (British Columbia) regulatory

"plan of arrangement under the Business Corporations Act (British Columbia) (the “Plan of Arrangement”)"

A provincial law that sets the rules for forming, managing and winding up corporations registered in British Columbia, including how directors and shareholders must act, what information companies must disclose, and how disputes are handled. Investors care because it provides a predictable rulebook — like referees and play-by-play rules in a game — that protects shareholder rights, clarifies management duties and disclosure obligations, and therefore affects a company’s legal risk and investment value.

restricted share units financial

"all restricted share units and deferred share units outstanding under Foran’s long term incentive plan"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

deferred share units financial

"all restricted share units and deferred share units outstanding under Foran’s long term incentive plan"

Deferred share units are promises that give an executive or director the right to receive company shares or their cash value at a future date, often when they retire or leave the company. Think of them as a paycheck held in a savings account that converts into stock later; they matter to investors because they tie pay to long-term performance, create potential future dilution of shares, and represent a delayed cash or share obligation the company must eventually fulfill.

long term incentive plan financial

"outstanding under Foran’s long term incentive plan immediately prior to the Effective Time"

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

reporting issuer regulatory

"Foran has submitted an application to cease to be a reporting issuer under applicable Canadian"

A reporting issuer is a company or investment fund legally required to provide regular, public financial and corporate updates to securities regulators and investors. For investors it matters because those routine filings act like a business’s recurring health reports—offering consistent, official information to assess performance, risks and value so people can make informed buy, sell or compare decisions.

FAQ

What transaction did Eldorado Gold (EGO) complete with Foran Mining?

Eldorado Gold acquired all issued and outstanding securities of Foran Mining on April 14, 2026 under a court-approved plan of arrangement in British Columbia, consolidating Foran as a wholly owned entity within Eldorado’s corporate structure.

What did Foran Mining shareholders receive in the Eldorado Gold (EGO) deal?

Each Foran common share was exchanged for 0.1128 Eldorado common share plus $0.01 in cash. The consideration was applied at 12:01 a.m. Vancouver time on April 14, 2026, when the arrangement became effective.

How were Foran Mining equity incentives treated in the Eldorado Gold (EGO) acquisition?

Foran’s RSUs and DSUs vested and were settled into Foran shares, then exchanged into Eldorado shares using the 0.1128 exchange ratio. Foran stock options vested, were cancelled, and replaced with fully vested options to acquire Eldorado shares, also adjusted by the exchange ratio.

What happened to Foran Mining’s stock listing after the Eldorado Gold (EGO) transaction?

Foran Mining’s common shares were delisted from the Toronto Stock Exchange at the close of trading on April 15, 2026. Foran has also submitted an application to cease to be a reporting issuer under Canadian securities laws.

Did the Eldorado Gold (EGO) and Foran Mining deal change Eldorado’s board?

Yes. Upon completion of the arrangement, Dan Myerson, Foran’s former Chief Executive Officer, joined Eldorado’s board of directors, adding Foran’s leadership representation at the Eldorado board level.

Where can investors find more details on the Eldorado Gold (EGO)–Foran arrangement?

Further details are in the joint management information circular dated March 6, 2026 of Eldorado and Foran, available on each company’s SEDAR+ profile, and in the April 14, 2026 news release filed on SEDAR+.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 08/11/2026 - 04:17 PM Accepted by SEC EDGAR 08/11/2026 - 04:16 PM Learn about SEC filing dates

Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of August 2026

Commission File Number 001-31522

Eldorado Gold Corporation

(Translation of registrant’s name into English)

11^th Floor-550 Burrard Street

Bentall 5
Vancouver, B.C.

Canada V6C 2B5

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ¨ Form 40-F x

INCORPORATION BY REFERENCE

Exhibit 99.1 to this Form 6-K of Eldorado Gold Corporation (the “Company”) is hereby incorporated by reference into the Registration Statement on Form F-10 (File No. 333-288100) and the Registration Statements (File Nos. 333-261772, 333-103898, 333-107138, 333-122683, 333-145854, 333-153894, 333-160349, 333-176184, 333-180504, 333-197861, 333-230600, and 333-288421) on Form S-8 of the Company, as amended or supplemented.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		ELDORADO GOLD CORPORATION
	By:	/s/ Karen Aram
		Karen Aram, Corporate Secretary

Date: August 11, 2026

Exhibits

Exhibit No.		Description
99.1		Material Change Report – April 17, 2026

Exhibit 99.1

Form 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Reporting Issuer

Eldorado Gold Corporation (“Eldorado”)

1188 – 550 Burrard St.

Bentall 5

Vancouver, British Columbia, V6C 2B5

Item 2. Date of Material Change

April 14, 2026

Item 3. News Release

A news release announcing the material change was disseminated on April 14, 2026 and a copy was subsequently filed on SEDAR+.

Item 4. Summary of Material Change

On April 14, 2026, Eldorado acquired all of the issued and outstanding securities of Foran Mining Corporation (“Foran”) pursuant to the previously announced plan of arrangement under the Business Corporations Act (British Columbia) (the “Plan of Arrangement” or the “Arrangement”) involving Eldorado and Foran.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

On April 14, 2026, Eldorado acquired all of the issued and outstanding securities of Foran pursuant to the Plan of Arrangement.

In accordance with the terms of the Arrangement, shareholders of Foran received 0.1128 (the “Exchange Ratio”) of a common share of Eldorado (each whole share, an “Eldorado Share”) and $0.01 in cash for each voting common share in the capital of Foran (each, a “Foran Share”) held immediately prior to 12:01 a.m. (Vancouver time) on April 14, 2026 (the “Effective Time”). In addition, (i) all restricted share units and deferred share units outstanding under Foran’s long term incentive plan immediately prior to the Effective Time were deemed to be immediately vested to the fullest extent, settled in Foran Shares on a one-to-one basis, and subsequently exchanged for such number Eldorado Shares as determined in accordance with the Exchange Ratio; (ii) all stock options outstanding under Foran’s long term incentive plan immediately prior to the Effective Time were deemed to be immediately vested to the fullest extent and cancelled and exchanged for fully vested replacement options to acquire Eldorado Shares, with the number of Eldorado Shares issuable on exercise and the exercise price adjusted in accordance with the Exchange Ratio; and (iii) all non-voting common shares in the capital of Foran outstanding immediately prior to the Effective Time were converted into Foran Shares on a one-to-one basis and subsequently exchanged for such number of Eldorado Shares as determined in accordance with Exchange Ratio.

The Foran Shares were delisted from the Toronto Stock Exchange at the close of trading on April 15, 2026 and Foran has submitted an application to cease to be a reporting issuer under applicable Canadian securities laws.

Upon completion of the Arrangement, Dan Myerson, former Chief Executive Officer of Foran, joined the board of directors of Eldorado.

For additional information in respect of the Arrangement, please refer to the joint management information circular dated March 6, 2026 of Eldorado and Foran, a copy of which is available on each of Eldorado’s and Foran’s SEDAR+ profiles at www.sedarplus.ca.

5.2 Disclosure for Restructuring Transaction

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8. Executive Officer

The name and business number of the executive officer of Foran who is knowledgeable of the material change and this report is:

Frank Herbert

EVP, General Counsel and Chief Compliance Officer

604-687-4018

Item 9. Date of Report

April 17, 2026

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 11.8 KB