Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
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.
Exhibit 99.1
NEWS RELEASE
TSX: ELD NYSE: EGO
| TSX: FOM OTCQX:
FMCXF |
February 2,
2026 |
Eldorado and
Foran Combine to Create a Leading Gold and Copper Producer
Combination strengthens
Eldorado’s exceptional growth profile
Pro-Forma Company
to generate sector-leading free cash flow and profit margins
Long-life assets
with near-term organic expansion and scale
Diversifies portfolio
with addition of a project of Canadian national importance
Dan Myerson to
join Board of Directors
(All amounts
expressed in U.S. dollars unless otherwise noted)
VANCOUVER, BC -
Eldorado Gold Corporation (TSX:ELD) (NYSE:EGO) (“Eldorado”) and Foran Mining Corporation (TSX:FOM, OTCQX:
FMCXF) (“Foran”) are pleased to announce that they have entered into an agreement whereby Eldorado will acquire Foran
to create a sector-leading gold-copper mining company with significant near-term growth, strong cash flow generation, long-life assets,
and a diversified portfolio. This positions Eldorado to benefit from robust metal prices and rising demand for critical minerals. By
bringing together two high-quality, fully financed development assets – Skouries in Greece and McIlvenna Bay in Saskatchewan, Canada
– which are both on budget and on schedule to achieve commercial production in mid-2026, the combined company will offer a clear
and compelling re-rate opportunity. With a diversified asset base anchored in Canada and a peer-leading exploration pipeline, the combined
company is designed to generate resilient, long-term cash flows capable of self-funding sustained growth.
Transaction
Overview
Eldorado and Foran
have entered into a definitive agreement (the “Arrangement Agreement”) pursuant to which Eldorado will acquire all of the
issued and outstanding common shares of Foran (the “Foran Common Shares”), including those Foran Common Shares to be issued
on conversion of the non-voting shares of Foran (the “Foran Non-Voting Shares”, and together with the Foran Common Shares,
the “Foran Shares”), other than the Foran Shares already owned by Eldorado or its affiliates, by way of a court-approved
plan of arrangement (the “Transaction”). Pursuant to the terms of the Arrangement Agreement, Foran shareholders will receive
0.1128 common shares of Eldorado (each whole share, an “Eldorado Share”) and $0.01 in cash for each Foran Share held (the
“Consideration”), representing an 8.0% premium to the 20-day volume-weighted average trading price (“VWAP”) of
the Foran Common Shares, based on the 20-day VWAP of the Eldorado Shares for the period ended January 30, 2026, and, following the
recent increase in Foran’s share price, represents a nil premium to the closing price of the Foran Common Shares on the Toronto
Stock Exchange (“TSX”) on January 30, 2026 implying an equity value for Foran of approximately C$3.8 billion. Upon completion
of the Transaction, existing Eldorado and Foran shareholders will own approximately 76% and 24% of the combined company, respectively.
Strategic Rationale:
A New Global Gold-Copper Leader
| · | Peer-leading
near-term growth: Positioned to deliver a leading growth profile, underpinned by two
fully financed development projects – Skouries and McIlvenna Bay advancing toward commercial
production in mid-2026. Expected to produce approximately 900k gold equivalent ounces in
2027(1). |
| · | Substantial
EBITDA & free cash flow: Expected to generate approximately $2.1 billion of
EBITDA(2) and $1.5 billion in free cash flow(3) in 2027.
This robust long-term cash flow will fund growth initiatives, strengthen balance sheet, and
support continued shareholder returns through dividend and share buyback programs, while
maintaining financial flexibility through commodity cycles. |
| · | Long-life,
diversified asset base: Combined portfolio delivers balanced gold-copper exposure (~77%
gold, ~15% copper, ~8% other metals) across attractive mining jurisdictions in Canada, Greece,
and Türkiye, providing jurisdictional and commodity diversification. |
| · | Significant
exploration upside: Eldorado will continue to accelerate high-value organic growth opportunities.
This includes advancing Foran’s high-grade polymetallic Tesla zone as well as maximizing
the exploration potential surrounding Eldorado’s existing operating and development
assets. |
| · | Compelling
re-rate opportunity: With increased scale and trading liquidity, near-term growth and
enhanced Canadian exposure the combination will support a valuation re-rate opportunity. |
| · | Sustainability-focused
operations: Strong alignment across sustainability principles, carbon efficient practices,
and a shared commitment to responsible mining will enable the combined company to focus on
transparent sustainability performance and continued advancement in GHG emissions mitigation. |
Leadership Commentary
George Burns, Chief
Executive Officer of Eldorado commented “This combination creates a stronger gold and copper growth company, defined by near-term
cash flow generation and multiple catalysts. It is supported by a portfolio of long-life assets, exceptional exploration upside, and
meaningful exposure to critical minerals across a well-balanced, multi-jurisdictional portfolio. With Skouries and McIlvenna Bay scheduled
to come online in 2026, the combined business is positioned for a step-change in production, cash flow, and global relevance. Increasing
our exposure to Canada, through an asset in Saskatchewan, consistently recognized as one of the world's most attractive mining jurisdictions
strengthens our portfolio. We’re excited about the opportunity to contribute to the province’s continued success. Strong
cultural and sustainability alignment, together with operations in Canada, Greece, and Türkiye create a stronger, more resilient
platform for decades to come.”
Steven Reid, Chair
of the Board of Eldorado commented "The Board of Eldorado is pleased to welcome Dan Myerson to the Eldorado Board of Directors
on completion of the transaction. Together, George and Dan will provide valuable continuity, operational experience and capital markets
experience to the Board and Eldorado. During 2026 the Board will embark on a process specifically to advance its board succession program.”
Dan Myerson, Executive
Chair and Chief Executive Officer of Foran said “This transaction gives McIlvenna Bay the scale and financial strength to fully
realize its potential, including the ability to accelerate phased expansion opportunities over time. Coupled with Skouries, this positions
Eldorado to advance two world-class assets into production in short order. Having advanced through the risk curve associated with development,
the company is fast approaching an inflection point towards enhanced free cash flow and production growth. I look forward to being actively
involved in supporting a compelling strategy that creates an unmatched opportunity for growth and scale. We share a belief that people
are the most important asset, and that disciplined execution and a relentless focus on value creation are what enable durable, generational
success.”
Government Support
The Honourable
Scott Moe, Premier of Saskatchewan, said, “This proposed transaction reinforces Saskatchewan’s position as a leading destination
for responsible resource development. McIlvenna Bay is a high-quality project that will deliver jobs, investment, and long-term economic
benefits for the province. A combination with Eldorado would further strengthen the project’s development pathway and underscore
Canada’s role in supplying critical minerals to both domestic and global markets.”
Canadian Headquarters
and Economic Benefits
The combined business
will remain headquartered in Vancouver, British Columbia, under the Eldorado Gold name, and intends to expand and accelerate levels of
investment in Canadian exploration and development activities. Alongside the Lamaque Complex in Quebec, McIlvenna Bay will become another
cornerstone Canadian asset within the portfolio, supporting sustained employment and long-term economic contributions in Saskatchewan
and Canada. The economic and critical mineral significance of McIlvenna Bay has also been recognized by the Government of Canada,
being among the first projects referred for consideration to the new Major Projects Office as a project of national interest.
Transaction
Approvals and Timing
The Transaction will be completed pursuant
to a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and is expected to close in Q2
2026.
The Transaction
will require approval of at least: (i) two-thirds of the votes cast by the holders of Foran Common Shares and Foran Non-Voting Shares,
voting together as a single class, (ii) two-thirds of the votes cast by the holders of Foran Common Shares, Foran Non-Voting Shares,
Foran stock options, Foran restricted share units and Foran deferred share units, voting together as a single class; (iii) if applicable,
a simple majority of the votes cast by the holders of Foran Common Shares, voting as a separate class, excluding those votes attached
to Foran Common Shares held by persons required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI 61-101”); and (iv) if applicable, a simple majority of the votes cast
by the holders of Foran Non-Voting Shares, voting as a separate class, excluding those votes attached to Foran Non-Voting Shares held
by persons required to be excluded pursuant to MI 61-101, in each case, at a special meeting of Foran securityholders expected to be
held on or before April 14, 2026.
Each of the directors
and senior officers of Foran who collectively own 4% of the Foran Common Shares have entered into a voting and support agreement with
Eldorado, pursuant to which, subject to the terms and conditions set forth therein, they will vote their securities held, as applicable,
in favour of the Transaction.
Issuance of the
Consideration in connection with the Transaction will require approval of a simple majority of the votes cast by the holders of Eldorado
Shares at a special meeting of Eldorado shareholders expected to be held on or before April 14, 2026. Each of the directors and
senior officers of Eldorado, who collectively own approximately 0.3% of the Eldorado Shares, has entered into a voting and support agreement
with Foran pursuant to which, subject to the terms and conditions set forth therein, they will vote their securities held in favour of
the Transaction.
In addition to
securityholder and court approvals, the closing of the Transaction is subject to certain regulatory approvals (including the approvals
of the TSX, NYSE and the Competition Bureau) and the satisfaction of other closing conditions customary for a transaction of this nature.
The Arrangement Agreement includes customary deal protections, including a non-solicitation covenant on the part of Foran, the right
of Eldorado to match any superior proposal for Foran. Each party is entitled to a break fee upon the occurrence of certain customary
circumstances.
Subject to the
satisfaction or waiver by the parties of all necessary closing conditions, including the receipt of all required approvals, the parties anticipate completion
of the Transaction in Q2 2026. Following completion of the Transaction, Foran shares will be delisted from the TSX and
the OTCQX, and Foran will cease to be a reporting issuer under Canadian securities laws.
Full details of
the Transaction will also be included in the meeting materials of Eldorado and Foran, which are expected to be mailed to Eldorado shareholders
and Foran securityholders by mid-March 2026 and will also be available under Eldorado’s SEDAR+ profile and
on EDGAR and Foran’s SEDAR+ profile.
None of the securities
to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the
“U.S. Securities Act”), or any state securities laws, and any securities issuable in the Transaction are anticipated to be
issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities
Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation
of an offer to buy any securities.
Board of Directors’
Recommendations
The Board of Directors
of both Foran and Eldorado have unanimously approved the Transaction. Each board also appointed a special committee of independent directors
to consider and make a recommendation in respect to the Transaction, and both special committees unanimously recommended that their respective
Board of Directors approve the Transaction.
Advisors and
Counsel
BMO Capital Markets
is acting as financial advisor to Eldorado. RBC Capital Markets provided an independent fairness opinion to the Eldorado special committee.
Blake, Cassels & Graydon LLP is acting as legal advisor to Eldorado and Fasken Martineau DuMoulin LLP is acting as legal advisor
to the Eldorado special committee.
Morgan Stanley
Canada Limited, National Bank Capital Markets and Mills Dunlop Capital Partners are acting as financial advisors to Foran. Stifel Nicolaus
Canada Inc. provided an independent fairness opinion and is acting as financial advisor to the Foran special committee. McCarthy Tétrault
LLP is acting as legal advisor to Foran.
Conference Call
Eldorado and Foran
will host a joint conference call to discuss the Transaction on February 2, 2026, at 8:00 AM ET (5:00 AM PT). The joint conference
call will be hosted by George Burns and Christian Milau, Chief Executive Officer and President of Eldorado, respectively, joined by Dan
Myerson, Executive Chairman and CEO of Foran.
The call will be
webcast and the accompanying presentation can be accessed at Eldorado Gold’s website at www.eldoradogold.com and Foran’s
website www.foranmining.com. The webcast can also be accessed at https://event.choruscall.com/mediaframe/webcast.html?webcastid=5QMUgyhh.
Conference Call
Details
| Date: |
February 2, 2026 |
| Time: |
8:00 AM ET (5:00 AM PT) |
| Dial in: |
+1 647 846 2782 |
| Toll free: |
1 833 752 3325 |
Participants may
elect to pre-register for the conference call via this link: https://dpregister.com/sreg/10206382/10339022f08. Upon registration,
participants will receive a calendar invitation by email with dial in details and a unique PIN. This will allow participants to bypass
the operator queue and connect directly to the conference. Registration will remain open until the end of the conference call.
A telephone replay of
the call will be available through March 16, 2026. The webcast will be archived for three-months, and available via
the following link: https://event.choruscall.com/mediaframe/webcast.html?webcastid=5QMUgyhh.
Replay (available
until March 16, 2026)
| Vancouver: |
+1 412 317 0088 |
| Toll Free: |
1 855 669 9658 |
| Access code: |
4437397 |
About Eldorado
Gold
Eldorado is a gold
and base metals producer with mining, development and exploration operations in Canada, Greece and Türkiye. Eldorado 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).
About Foran
Foran is a near-term
critical minerals producer, committed to supporting a greener future and empowering communities while creating value for our stakeholders.
The McIlvenna Bay project is located within the documented traditional territory of the Peter Ballantyne Cree Nation, comprises the infrastructure
and works related to development and exploration activities of Foran, and hosts the McIlvenna Bay Deposit and Tesla Zone.
The McIlvenna Bay
Deposit is a copper-zinc-gold-silver rich deposit intended to be the centre of a new mining camp in a prolific district that has already
been producing for 100 years. The McIlvenna Bay Property sits just 65 km West of Flin Flon, Manitoba, and is part of the world-class
Flin Flon Greenstone Belt that extends from Snow Lake, Manitoba, through Flin Flon to Foran’s ground in eastern Saskatchewan, a
distance of over 225 km.
Eldorado
Gold Contacts
Investor Relations
Lynette Gould,
VP, Investor Relations, Communications & External Affairs
647 271 2827 or
1 888 353 8166
lynette.gould@eldoradogold.com
Media
Chad Pederson,
Director, Communications and Public Affairs
236 885 6251 or
1 888 353 8166
chad.pederson@eldoradogold.com
Foran Mining
Contact
Investor Relations
Jonathan French,
Vice President, Capital Markets & External Affairs
306-808-4051
jfrench@foranmining.com
(1) Gold
equivalent ounces (GEO): Based on public disclosure assuming street consensus analyst prices of US$3,965/oz Au, US$47.54/ oz Ag, US$5.02/lb
Cu and US$1.26/lb Zn in 2027.
(2) EBITDA
calculated as revenue based on public disclosure less cash operating costs based on street consensus analyst estimates as per S&P
CapIQ.
(3) Based
on street consensus estimates as per FactSet, calculated as operating cash flow less capex.
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”, “projected” 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;
the consummation and timing of the Transaction; approval of the Transaction by Eldorado shareholders and Foran securityholders; satisfaction
and timing of the closing conditions of the Transaction, including timing, receipt and anticipated effects of court, regulatory and other
consents and approvals; management’s views on the positive impacts of the proposed Transaction and the strategic rationale for
the Transaction; management’s belief that the combined entity is a re-rate opportunity; views on the life of assets; expectations
of benefits from metal prices and demand for critical minerals; management’s view of the exploration potential of the combined
entity; the combined company’s focus on its commitment to transparent performance and GHG mitigation; management’s belief
that the combined company will be capable of organically funding sustained growth; expected weightings of the combined portfolio; expectations
that Skouries and McIlvenna Bay projects are on track and on budget and will enter into production in 2026; expected production and free
cash flow of the combined entity in 2027; economic benefits for the Province of Saskatchewan and Canada; intent to advance GHG emission
mitigations; expected additions and changes to the Eldorado Board and a future Board succession process; expected outcomes of voting
support agreements; the expected percentage of the combined company that would be owned by former Foran shareholders; expected shareholder
meeting and associated mailing dates; the location of headquarters of the combined company; management’s estimate of a closing
date; and generally, Eldorado’s strategy, plans, goals and priorities.
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, assumptions 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 sustaining capital required for various projects; and the geopolitical, economic, permitting and legal climate that Eldorado
operates in. The information contained in footnotes 1 and 2 of this release are key assumptions to the forward-looking metrics to which
they relate.
In addition, except
where otherwise stated, Eldorado and Foran have assumed completion of the Transaction on the contemplated timeline and, except 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 information 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; development risks at Skouries and other development projects; risks relating to our operations in
foreign jurisdictions; risks related to production and processing; our 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; geotechnical and hydrogeological
conditions or failures; waste disposal; mineral tenure; permits; non-governmental organizations; reputational issues; climate change;
change of control; actions of activist shareholders; estimation of Mineral Reserves and Mineral Resources; 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; 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 combined 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;
labour (including in relation to employee/union relations, the Greek transformation, employee misconduct, key personnel, skilled workforce,
expatriates, and contractors); commodity price risk; 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 and Foran’s most recent Annual Information Form. 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 and in Foran’s most
recent Annual Information Form filed on SEDAR+, which discussions provide a fuller understanding of the risks and uncertainties
that affect Eldorado’s and Foran’s respective businesses 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 the forward-looking statements
or information contained herein. Except as required by law, neither Eldorado nor Foran expect to update forward-looking statements and
information continually as conditions change and you are referred to the full discussion of Eldorado’s and Foran’s businesses
contained in their respective reports filed with the securities regulatory authorities in Canada and the U.S., as applicable.
Qualified Person
Except as otherwise
noted, Simon Hille, FAusIMM, Executive Vice President, Technical Services and Operations, is the Qualified Person under NI 43-101 responsible
for preparing and supervising the preparation of the scientific or technical information contained in this news release and verifying
the technical data disclosed in this document relating to our operating mines and development projects.
Non-IFRS Measures
For the definition
of non-IFRS financial measures and reconciliation to directly comparable IFRS financial measures, please refer back to Eldorado’s
most recent MD&A published as part of its Q3 2025 results.