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

Eldorado Gold Corporation (TSX:ELD) (NYSE:EGO) and Foran Mining Corporation (TSX:FOM) (OTCQX: FMCXF) 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 pursuant to which Eldorado will acquire all of the issued and outstanding common shares of Foran, 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. Pursuant to the terms of the Arrangement Agreement, Foran shareholders will receive 0.1128 common shares of Eldorado and $0.01 in cash for each Foran Share held, representing an 8.0% premium to the 20-day volume-weighted average trading price 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 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; 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.

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.