Eldorado Gold (TSX: ELD) to acquire Foran Mining (TSX: FOM) in C$3.8bn all-share deal to expand gold-copper output

Eldorado Gold Corporation (TSX: ELD, NYSE: EGO) has entered into a definitive agreement to acquire Foran Mining Corporation (TSX: FOM, OTCQX: FMCXF) in an all-share transaction valued at approximately C$3.8 billion. The deal is structured as a court-approved plan of arrangement under British Columbia corporate law and is expected to close in the second quarter of 2026. Foran shareholders will receive 0.1128 common shares of Eldorado Gold and $0.01 in cash per Foran share. No premium is being offered to Foran’s closing price as of January 30, 2026, though the offer implies an 8 percent premium based on the 20-day volume-weighted average price of Foran’s shares.

The transaction brings together two shovel-ready, fully financed assets: Eldorado’s Skouries project in Greece and Foran’s McIlvenna Bay project in Saskatchewan. Both are targeting commercial production by mid-2026. This combination aims to position the new entity as a global growth platform in gold and copper production, with a projected output of approximately 900,000 gold-equivalent ounces in 2027 and estimated EBITDA of $2.1 billion.

What strategic advantages does McIlvenna Bay bring to Eldorado’s growth portfolio?

Foran Mining’s McIlvenna Bay is more than a near-term production asset. Located in Saskatchewan’s Flin Flon Greenstone Belt, the deposit sits in a jurisdiction consistently ranked among the most attractive for mining investment. It has also been designated by the Government of Canada as a project of national interest and referred to the Major Projects Office, signaling its strategic importance in the country’s critical minerals framework.

The project adds jurisdictional stability, ESG alignment, and base metal leverage to Eldorado’s portfolio, which until now was more heavily weighted toward gold and carried political risk exposure from its assets in Türkiye and Greece. McIlvenna Bay’s rich copper-zinc-gold-silver profile will expand Eldorado’s revenue mix and provide an anchor Canadian asset alongside its Lamaque Complex in Québec.

Additionally, McIlvenna Bay includes the Tesla Zone, a high-grade polymetallic exploration target that could become a catalyst for incremental growth beyond current development plans. Eldorado intends to accelerate exploration across both the Tesla Zone and its legacy properties, signaling a move toward high-conviction, organic pipeline growth.

How does Skouries fit into the new gold-copper production model post-acquisition?

Skouries has long been a keystone development project for Eldorado Gold, but it has faced intermittent delays over the years due to permitting friction and regulatory challenges in Greece. However, the project is now fully funded, under construction, and reportedly on budget and on schedule to enter commercial production in mid-2026.

With Skouries and McIlvenna Bay both reaching production readiness on similar timelines, Eldorado is effectively staging a two-asset growth inflection point that could significantly alter its production base, cash flow profile, and valuation multiples. The merged company is expected to derive approximately 77 percent of its revenue from gold, 15 percent from copper, and the remainder from zinc and silver, providing commodity diversification aligned with both investor demand and long-cycle macro trends such as energy transition and monetary hedging.

Operational execution at Skouries remains critical. Given the project’s long gestation, investors will be closely watching first gold-copper output and capital efficiency metrics. A smooth ramp-up could become a defining narrative for Eldorado’s re-rating in the post-transaction phase.

Could this transaction trigger a revaluation and lift Eldorado’s standing among mid-tiers?

The combined company will be positioned as a sector-leading free cash flow generator among mid-tier producers, according to Eldorado’s estimates. Projected 2027 free cash flow of $1.5 billion and a long-life asset base across three countries could justify a premium valuation relative to peers such as Lundin Mining, Hudbay Minerals, and New Gold.

Investor sentiment has increasingly favored gold producers with copper exposure, especially as copper fundamentals strengthen on the back of grid expansion, EV infrastructure, and defense sector applications. By scaling its base metal exposure without abandoning its core gold thesis, Eldorado could capture capital rotation trends from both precious metals and critical minerals investors.

The liquidity profile of the combined entity is also expected to improve. With increased trading float, dual listings on the Toronto Stock Exchange and the New York Stock Exchange, and balanced North American asset exposure, the new company may attract larger pools of institutional capital. These dynamics, alongside dividend and share buyback programs, could provide the structural basis for multiple expansion and index reweighting scenarios.

What capital and governance decisions signal long-term positioning for the new entity?

The combined company will retain its headquarters in Vancouver, British Columbia, further embedding Eldorado Gold’s identity as a Canadian-led multinational producer. The deal also brings board-level changes: Dan Myerson, Foran’s Executive Chair and Chief Executive Officer, will join the Eldorado board. Both boards have also initiated succession planning processes, suggesting an intention to align governance with the next phase of corporate maturity.

On capital allocation, Eldorado has emphasized maintaining financial flexibility and funding growth from internal cash generation rather than leverage. The 2027 free cash flow forecasts are positioned not just as return-to-shareholder capital, but as fuel for additional exploration, phased expansion, and balance sheet strengthening.

With copper and critical minerals now embedded in its future earnings model, the company could also become a more visible candidate for future co-investment or offtake partnerships aligned with Western critical mineral supply chain strategies.

Are there execution and integration risks that could undermine the combined company’s thesis?

Despite the upside narrative, Eldorado faces material execution risk on several fronts. The company will be attempting to bring two large-scale, capital-intensive projects online within a narrow 12-month window. Cost inflation, supply chain disruption, labor availability, and permitting variance could affect timelines or margins.

McIlvenna Bay’s integration into a larger corporate structure may also require careful stakeholder management, particularly with Indigenous communities and provincial regulators in Saskatchewan. Foran had cultivated a community-centric narrative, and Eldorado will need to maintain this trust while accelerating project timelines and expanding investment.

From a capital markets standpoint, the transaction’s nil premium to Foran’s most recent closing price could raise eyebrows among certain institutional holders who may have been expecting a more aggressive takeout multiple in the current M&A environment. However, Eldorado appears to be betting that future valuation gains will be driven by production delivery rather than overpayment at the acquisition stage.

What are the approval milestones and regulatory hurdles that remain?

The transaction has received unanimous approval from both companies’ boards and special committees, with fairness opinions provided by RBC Capital Markets and Stifel Nicolaus. Eldorado and Foran shareholders will vote on the transaction by mid-April 2026, and the deal requires multiple layers of approval, including two-thirds majorities at the shareholder meetings and additional regulatory clearances from the Toronto Stock Exchange, the New York Stock Exchange, and the Canadian Competition Bureau.

In addition to shareholder approval, the deal is subject to customary closing conditions, court approvals, and non-solicitation provisions. Key insiders from both companies have entered into voting support agreements, covering 4 percent of Foran shares and approximately 0.3 percent of Eldorado shares.

Assuming no superior proposals emerge and regulatory conditions are satisfied, Foran shares will be delisted from the TSX and OTCQX upon completion. The company will cease to be a reporting issuer under Canadian securities laws.

What are the strategic and capital market consequences of this Eldorado–Foran merger?

The announced transaction between Eldorado Gold Corporation and Foran Mining Corporation is a high-conviction bet on near-term production delivery, jurisdictional diversification, and dual exposure to gold and copper. By targeting operational start-up at both Skouries and McIlvenna Bay in mid-2026, Eldorado is attempting to synchronize two major production inflection points into a single institutional narrative. If successful, this could reshape the mid-tier gold-copper landscape and deliver both cash flow strength and valuation upside over the next 18–24 months.

But investors will not judge this merger by forecasts alone. Execution, community alignment, regulatory navigation, and capital discipline will be the defining metrics by which this transaction is evaluated in the quarters ahead.

What are the key strategic and financial implications of Eldorado’s acquisition of Foran?

• Eldorado Gold will acquire Foran Mining for approximately C$3.8 billion in an all-share transaction.

• The merged company will control two construction-ready assets: Skouries in Greece and McIlvenna Bay in Canada.

• The combined entity is forecast to produce 900,000 gold-equivalent ounces in 2027.

• EBITDA and free cash flow estimates for 2027 are $2.1 billion and $1.5 billion respectively, suggesting valuation uplift.

• Foran shareholders receive 0.1128 Eldorado shares and $0.01 in cash per share with no premium to closing price.

• Skouries and McIlvenna Bay are both scheduled to reach commercial production by mid-2026.

• Canadian exposure increases significantly, with Saskatchewan becoming a new portfolio anchor alongside Québec.

• Integration execution risk exists due to simultaneous project development in distinct geographies and regulatory environments.

• Both boards and key insiders have endorsed the deal; shareholder votes are expected by April 2026.

• The transaction positions Eldorado to become a re-rated gold-copper growth platform with balanced jurisdictional and commodity risk.