Thank you for standing by. This is the conference operator. Welcome to the Eldorado Gold and Foran Mining Conference call. As a reminder, all participants are in a listen-only mode, and the conference is being recorded. After the presentation, there will be an opportunity to ask questions. To join the question queue, you may press * then 1 on your telephone keypad. Should you need assistance during the conference call, you may signal an operator by pressing * then 0. I would now like to turn the conference over to Lynette Gould, Vice President Investor Relations, Communications and External Affairs at Eldorado Gold. Please go ahead, Ms. Gould.
Thank you, Operator, and good morning. Welcome to our call to discuss today's announced combination of Eldorado Gold and Foran Mining. Before we begin, please note that today's remarks will include forward-looking statements and references to non-IFRS measures. Full cautionary language is included in the accompanying presentation. Joining me today are George Burns, CEO of Eldorado Gold, Christian Milau, President of Eldorado Gold, and Dan Myerson, Executive Chairman and CEO of Foran Mining. All figures are in US dollars unless otherwise stated. The presentation will be available on both companies' websites following this call. After the prepared remarks, we will open the call for annual Q&A. I'll now turn the call over to George.
Thank you and good morning. Today marks an important step as Eldorado and Foran combine to form a stronger, more competitive gold and copper producer. This transaction reflects a shared vision of building a business with industry-leading growth, diversified long-life assets, and a resilient organization focused on sustainable value creation. From the outset, it was clear that both companies share aligned and thinking values. We both believe long-term success hinges on people, bringing together teams with complementary strengths and a unified commitment to operational excellence and responsible mining. This combination delivers tangible benefits to shareholders of both companies, including two world-class projects entering production in 2026. The exceptional long-life nature of these mines will enhance Eldorado's peer-leading long-average mine lives, enhance exposure to copper, and increase presence in Canada, a top-tier mining jurisdiction, a stronger balance sheet, and improved financial flexibility.
Further enhances our company as a high free cash-flowing margin business, supporting a potential market rerating, and shared sustainability priorities, and strong alignment on carbon reduction goals. Turning to slide 4, this transaction creates a diversified gold copper producer with long-life assets across Canada, Greece, and Türkiye. We are particularly pleased to expand our presence in Saskatchewan through McIlvenna Bay, reinforcing Canada as a core jurisdiction for the combined company. Slide 5 details the key terms, which include: Eldorado will acquire all outstanding Foran shares via a plan of arrangement. Foran shareholders will receive 0.1128 Eldorado shares per Foran share, implying equity value of approximately CAD 3.8 billion. Post-transaction ownership: approximately 76% Eldorado shareholders and 24% Foran shareholders. All Foran directors and officers have entered voting support agreements in favor of the transaction, and shareholder meetings expected on or around April 14, 2026, with closing targeted for Q2 2026.
I will now hand over the call to Dan to cover the benefits of this combination and provide more details about McIlvenna Bay.
Thanks, George. Turning to slide 6, this combination strengthens Canada's role in supplying critical minerals and supporting the energy transition. The combined company will remain headquartered in Vancouver, with McIlvenna Bay contributing long-term jobs and economic activity in Saskatchewan. Slide 7, Skouries in Greece and McIlvenna Bay in Saskatchewan are both fully financed and entering production in 2026. Skouries is expected to produce 140,000 ounces of gold and $67 million of copper annually over its 20-year mine life. McIlvenna Bay provides additional long-life copper-rich production and supports our growth profile. McIlvenna Bay is significantly advanced, with most capital investment and execution risks largely mitigated. At year-end 2025, the project was approximately 85% complete, on budget and on schedule for production in 2026. Together with Skouries, the combined portfolio is approaching a meaningful inflection point characterized by rising production, increasing free cash flow, and a clear path to sustained growth.
Christian will now walk us through some of the details of the combined company.
Thanks, Dan. Turning to slide 8, these assets will transform our production profile, driving free cash flow to almost $1.5 billion in 2027 based on consensus estimates. At the consensus pricing levels, this could be over $2 billion of EBITDA in 2027, with even greater upside at spot prices. Looking at slide 9, Eldorado stands out among its peers, forecasting to increase production by 80% to over 900,000 gold equivalent ounces in 2027, placing us at the upper end of the sector. However, the cash margin of both companies' assets in the long term is more compelling. On slide 10, you can see that the addition of McIlvenna Bay allows Eldorado to diversify its asset base in two key areas. First, we gain meaningful exposure to copper, which is expected to account for roughly 15% of our revenues in 2027.
Second, we diversify our geographic risk and balance by adding a second asset in Canada, a tier-one jurisdiction with strong support for responsible resource development. Importantly, McIlvenna Bay also enhances our long-term production profile, complementing the step change we'll see with Skouries and positions Eldorado with a broader, more resilient mix of assets across three countries. On the next slide, turning to slide 11, Eldorado currently operates four assets: the Lamaque Complex in Quebec, Olympias in Greece, Kışladağ, Efemçukuru in Türkiye. These assets provide a stable gold and copper business, diversified production base, supported by ongoing optimization and exploration programs. On slide number 12, the combined company has an excellent spread of fully financed development assets, as Dan mentioned, including Skouries and McIlvenna Bay, both advancing towards production here in the near term in 2026.
Alongside Perama Hill and the Ormaque deposit at Lamaque, our portfolio offers robust optionality and long-life multi-jurisdictional growth potential. On slide 13, it shows the exploration momentum remains strong, including new high-grade zones at Ormaque and continued upside Olympias and the Stratoni Skarn, which were announced recently. At McIlvenna Bay, the Tesla Zone represents the most promising near-term expansion opportunity, with resources opened down plunge and direct access to existing infrastructure. I'll now turn it over to Dan to talk a little bit more about Tesla.
Thanks, Christian. Turning to slide 14, beyond the current mine plan, the most important opportunity for near-term expansion potential at McIlvenna Bay is the Tesla Zone. Tesla represents a significant near-mine mineralized system opened down plunge with immediate access to existing infrastructure. As we continue to advance exploration and resource definition at Tesla, this is the area we see as the most likely driver of future expansion opportunities, providing the potential to increase scale, extend mine life, and enhance the overall value of the operation. I'll turn it over to Christian.
Thanks again, Dan. Slide number 15 shows the details of the combined company. It had approximately $1.5 billion of cash and equivalents at the end of quarter three based on a pro forma set of numbers. Based on consensus estimates, the company is expected to generate over $2 billion of EBITDA in 2027 and maintain minimal net debt, approximately $90 million on that same pro forma basis. This provides flexibility to fund development, exploration, and continuing returns to shareholders. On slide number 16, Skouries, along with McIlvenna Bay, are expected to transform Eldorado into a high-margin, free cash flow business that will provide the opportunity to meaningfully increase our combined value over the next few years.
Then what this means on slide 17 is that, again, on the back of this exciting combination, we believe it supports a potential market rerate and move towards the right with higher multiples. McIlvenna Bay further enhances this outlook by adding very long-life growth, excellent jurisdiction, and critical minerals exposure. Turning to slide 18, in terms of the upcoming catalysts, it's a really catalyst-rich period. The key upcoming milestones include commercial production at Skouries and McIlvenna Bay in mid-2026, Tesla Zone maiden resource later 2026, Olympias expansion and Ormaque commercial production in the second half of 2026. So it will be a very busy year full of many catalysts. I'll now hand it back to George to summarize.
In summary, this combination positions us as a new gold copper growth leader with near-term cash flow, long-life assets, and strong alignment on culture and sustainability. With major projects entering production in 2026, we are well positioned for meaningful value creation in the years ahead. Dan.
Thank you, George. Echoing George's remarks, this is a tremendous growth company with tremendous amounts of free cash flow generating and peer-leading production growth in the sector. We are very excited for what's to come. Thank you for joining us, and we will now open the line for questions.
We will now begin the question-and-answer session. To join the question queue, you may press *, then 1 on your telephone keypad. You will hear a tone acknowledging your request. If you are using a speakerphone, please pick up your handset before pressing any keys. To withdraw your question, please press *, then 2. We will pause for a moment as callers join the queue. The first question today comes from Cosmos Chiu with CIBC. Please go ahead.
Thanks, George, Christian, and Dan. Maybe my first question is on the metal mix. I don't know Foran as well, mostly because in the past, it's been viewed as a base metals company. And I guess my question is, should Eldorado investors be surprised that you are essentially acquiring a base metals company? And what's the metal mix before and sort of after the transaction?
Yeah, thanks, Cosmos.
Hi, George.
No, I don't think this is going to surprise anybody. If you look at the basic metal mix, the metals being produced at McIlvenna Bay are already being produced in our portfolio. Gold, copper, lead, zinc, silver are in our portfolio, so it's a perfect match. In terms of strategy, again, a perfect match. Rebalancing our portfolio, we've got a lot of cash flow and production coming into Greece this year, but this asset then increases our jurisdiction in Canada and is, I think, a perfect balance of our overall portfolio. In terms of copper and Eldorado strategy, we're a gold company. We're still going to be 77% gold production pro forma, but we're becoming a pretty serious copper producer, bringing on Skouries. So by adding this asset, it's additive.
From a strategy perspective, I would tell you, both of these projects have been largely de-risked. I can speak to Skouries. At Skouries, we've drilled off the first three years in the open pit. That drilling has confirmed the ore body. We have a large stockpile of ore ahead of the mill. In the longer term, the underground is going to be important at Skouries. We've done two test stopes. We've confirmed the geotechnical parameters. That has gone very well, and now we're confident to go to larger stopes this year. In fact, we're going to do four test stopes this year rather than two that was planned last year. So I'd say, in a mining perspective, we've de-risked the Skouries ramp-up, and we're in the final stretches to get the mill wrapped up and to begin commissioning at the end of this quarter.
So, we don't have risk of a blowout. We don't have risk of a misstep, and it's going to be a catalyst unfolding to the positive. Now, our team's done our due diligence on McIlvenna Bay, and we're very confident about where they sit. We're basically in lockstep with one another with catalysts unfolding. We've got to know G Mining Services with our Tocantinzinho divestment. They've done a fantastic job to bring value to us and the execution of that construction project, which was essentially built on our schedule, on our budget, which is amazing post-COVID. And now they're building the project for Dan, and we were very impressed with the construction where it sits today. And we're also partnering them with our Perama project in Greece.
So, we like everything they've done, and we think both of these projects are well positioned for massive rerate this year for the combined company.
And just to add to that, Cosmos, on revenue mix and metal mix and all of that, the beautiful thing about McIlvenna Bay is, as George outlined, it produces gold, zinc, copper, silver, lead. It's a wonderful, wonderful asset. So you can look at it many different ways. The key is that there was no streaming done or anything like that to finance the operation. So, you have full exposure to all of those metals. So, it's a wonderful metal mix. And yeah, you've got a lot of optionality in that sense.
Thanks. And George, as you mentioned, I know the kind of key criteria, key sort of critical path items for Skouries fairly well. But how about McIlvenna Bay? I'm just trying to get a better understanding in terms of because you talk about perfect match. This is perfectly matching in terms of commercial production at the same time for both assets. So, I just want to make sure how well de-risked McIlvenna Bay is, what investors need to look for. And then as a follow-up to that, there was forest fires in sort of northern Manitoba, northern Saskatchewan last year. Did it impact Foran in any way?
Yeah, Cosmos, so, I'll answer both of those questions. So, where is McIlvenna Bay in terms of construction progress? Well, we are 85% complete as of the end of December. We will be coming out with an update for the month of January in the next few weeks. But 85% complete. We are in wet commissioning already, and we're on track for first not first, but we're on track for commercial production by middle of 2026. So, as George outlined, it's in lockstep with Skouries and quite a wonderful thing to have two brand new polymetallic copper or gold, whichever way you want to look at it, primarily mines, coming online in this year. I think that's quite incredible. To your question on wildfires, yes, there were significant wildfires in the region last year. We had to evacuate our site for almost four weeks.
We evacuated; at the time, we had 567 people. We evacuated them all within 2.5 hours. It was actually a record for Saskatchewan. We lost about just under a month in terms of our schedule. But as George outlined, G Mining Services and the team at Foran, even with that, it did not impact the schedule one bit. So, to lose the month of May, which in Canada is one of your best construction months in the year, they still were able to achieve the schedule that they had set out. So it's quite incredible and full credit and testament to the team that we have in place.
That's good to hear. Then maybe one last question. As I mentioned, I don't cover Foran. I don't have a model on it. But if I look at consensus numbers, it looks like consensus is CAD 2.4 billion in terms of NAV. The sort of acquisition price earlier today was higher. So Dan, as you mentioned, Tesla, the Tesla Zone is clearly an upside sort of potential to it. I guess my question is, the technical report, the latest one that's out, does it include the Tesla Zone? How does the kind of market look at NAV at this point in time, and how can or is the Tesla Zone valued within the by the market? How is it being valued by the market right now?
Sure, sure. So Cosmos, yeah, just to help you get up to speed, as you said, you don't cover the company, and we can spend some more time together going forward. So McIlvenna Bay, the technical report you referred to, look, that's a snapshot in time, and that snapshot in time was a number of years ago, and that is only referencing phase one. Now, we're on track for phase one, these kinds of assets, these VMS systems, the reason why they are called company makers is because of their scalability, i.e., they expand, and you have phase two, phase three, phase four, which we are planning at Foran. And also, they go for multiple decades and multiple generations, and hence the name company maker. So I think that's probably where the distortion in the value of the technical report being that it referenced phase one only.
As you said or alluded to with Tesla, we will be announcing the maiden resource on that later this year. Then we will be accelerating the expansion to phase two given the combined company and the tremendous free cash flow that comes with the combined company.
I'd just like to add, if you reflect on Eldorado's history, in 2017, we acquired the Integra Advanced Exploration Project in Quebec. We came out of the gun with a $430 million acquisition. You fast-forward today. Today, the street now is $3.2 billion. That's a 650% increase in value creation. From an internal perspective, it's 900%. And that's adding in the exploration upside that we see right around the Triangle Underground Mine that was known at the time. Well, it was a resource when we acquired. Since then, we've discovered a second ore body. And both of those have massive upside potential. And we see really exciting exploration beyond those two underground mines. So as Eldorado focused on the opportunity that we have with Foran, we see similar metrics. We see a large land package with massive exploration upside.
Our exploration geologists are extremely excited about working with Dan's team to bring value forward. Combined, we got the balance sheet to attack the opportunity. For us, massive opportunity to expand the value they've already created and bring that additional value to both sets of shareholders.
Great. Thanks again, George, Dan, and Christian. Those are all the questions I have. Thank you.
Thanks, Cosmos.
The next question comes from Tanya Jakusconek with Scotiabank. Please go ahead.
Oh, great, Dan. Good morning. Thank you so much for taking my questions, George, Chris, and Dan. Maybe just to continue on the transaction. Maybe just a little understanding, was this an auction, or was this a how did this all come about? George, you mentioned you've done your due diligence. So how long has this been in the works, and what did you do? And perhaps a breakup fee as well. That's my first question.
Yeah, I'll start with how did it come together. So, over the last couple of years at Eldorado, we've been focused head down to deliver the massive growth opportunities. And really, last year, we started focus on we're about ready to close our five-year strategy with this year delivering Skouries, delivering an expansion and mine life extension at Lamaque, expanding our plant at Olympias. And as I said, we've largely de-risked and are about ready to create that value. And so, we've been working for the last six, seven months on what the next five-year strategy would look like. I can tell you, you've seen a lot of acquisitions, divestitures of assets in Canada. We didn't look at those. We were head down. And generally, most of those have been older assets that need capital or higher-cost assets.
As we were looking at the new strategy and looking at this asset, again, we reflected on what we created when we acquired Integra. The more we looked at it, the more we did our due diligence, the more excited we got about this opportunity. So, bottom line is, we got the balance sheet to do this. We see enormous growth opportunity for both companies. We're excited to deliver the catalyst right in front of us and to grow those catalysts for decades based on this combination.
In terms of break fees, Tanya, it's customary break fees for a deal of this size in the space.
Okay.
Yeah. In terms of sorry.
No, go ahead.
I was going to say, Tanya. Yeah, Dan Myerson, yeah. So, in terms of auction, no, we don't run an auction process. As George outlined with the five-year strategy, we had a very similar one at Foran. Over the last five years, when we essentially started the company, our focus was to permit the mine, to finance the mine, and to build the mine. Now, we've done that, and we had to look at the next step for growth. And that's how the match and marriage happened. And yeah, as we outlined earlier on the call in terms of growth and free cash flow generation, as George said, in terms of low-cost operations, I think it's hard to find something better than this combined company. So, we were very excited about that. And that's how we've got to where we are today.
Yeah. So, just to answer my question, I'm trying to understand how long this process has been going on for. So, if you were heads down doing all of this, does this mean this was a 2026 focus, or did it start sometime like mid-2025? I'm trying to understand when this all came about.
The second half of last year, Eldorado was focused on due diligence, and we've been ramping up our understanding of the opportunity up until this point. It's been the last 6, 7 months.
Okay. I'm assuming that you've gone to sites several times and others for technical due diligence. Just trying to understand.
Yeah. We've had our executive and technical teams to site, and they've done reciprocal due diligence on our key assets and both excited and comfortable with what we're embarking on.
Okay. And so, my question then is on the timing of it. When you said you're at the point of moving Skouries into production, would you not have thought you got a rerate there on a standalone as well, George?
Well, I think we're going to get a rerate based on this combination with two fantastic assets coming into production at the exact same time. This is a zero premium deal at spot. In our book, both companies, we think this is a great deal.
I would echo that. You could ask the Foran side the same question. You could say, "Would you not have waited and done a rerate?" I think we've done the exact same thing. We'll rerate two brand new copper-gold assets. Copper-gold assets together, I think, is just going to be tremendously powerful.
Last thing on our side, I would say, is that we have an enormous amount of growth happening this year standalone in Greece. This acquisition allows us to expand our footprint in Canada, a jurisdiction that gets, I think, high valuation, and it's very supportive of our PNAV going forward. This is a one plus one equals three.
Thank you. Maybe, Dan, if you can just go through the risks. You talked about the ramp-up and commercial production. I think you mentioned mid this year. Maybe just at what point do you get to steady state and just maybe go through the risks? George reviewed the mining risks at Skouries, and maybe you can kind of give us a similar idea of what's been done on the mining side, how your block model is looking, etc., etc., just so that we can understand some of the risks. We don't cover all that.
Sure. Yeah. Sure.
Foran, but we're trying to understand.
Yeah, yeah, yeah. No, absolutely. I'll take just one step back. So, in terms of risk in mining, the major risks, I always divide them into three buckets. Number one, permitting risk. That's gone because this is fully permitted, and we are in the best jurisdiction within Canada and one of the top three in the world. Number two is financing. That's gone because we fully finance the mine. And as I said earlier on the call, there's no streams or anything like that on the asset. So, you have full exposure to the multi-metal mix. And number three is execution. And as George explained with G Mining Services and the Foran management team, we have built an integrated project management team that has just done such an incredible job. So, the execution is largely done. As of the end of December, we're 85% complete.
We're now into wet commissioning at the mine. Yeah, in terms of the mine, it's going incredibly well. We have fired at least five stopes and continued to do so. We have built up a significant stockpile of ore ready for hot commissioning, over 200,000 tons of ore. Yeah, it's going incredibly well on the mine side. From a risk perspective, look, they're largely all behind you. You're now just going into commissioning and ramp-up.
I'm sorry, ramp-up to full capacity. When is that happening? When's that scheduled for?
So, we allow around 8 or 9 months to do so. However, we like to be conservative and under promise over deliver. So, we'll see how it goes, but second half of this year.
Thank you for taking my question.
Thank you for asking them.
Once again, if you would like to ask a question, please press star, then one, to join the question queue. The next question comes from Lawson Winder with Bank of America. Please go ahead.
Thank you, operator. Good morning, George, Christian, and Dan. Thanks for doing this call. Very helpful. Could I just get to start off with, on the approval side, can you just confirm that are there any required approvals from Investment Canada or any other similar organizations in either Turkey or the other regions in which you operate?
I can speak to the Canada side for Lawson. There's nothing required from Canada. It's two Canadian companies coming together. So, if anything, it's a wonderful thing for Canada to have an emerging Canadian champion.
We don't expect any approvals in the overseas jurisdictions.
Okay. Fantastic. And then just George and Christian, how do you view Turkey now in light of this additional footprint within Canada? I mean, should we think about this as part of a diversification away from Turkey, or is Turkey still an area where you see potential for growth? And could we anticipate some sort of M&A transaction in Turkey at some point, or should we think of that as being off the table?
Yeah. I'd speak to it this way. We like all three jurisdictions. Canada, as I said earlier, investors look to Canada as a premier jurisdiction. We expect our PNAV to improve with the rebalancing of our portfolio towards Canada. Greece, we're the only metal miner there, but it's an emerging mining district. The Tethyan Belt runs right through Greece. We're the only operator there. We've got now two great mines, one in production and expanding, another one just about ready to produce. And we have the Perama project in northern Greece. We have massive exploration upside around this that we're focused on. And we just put out a press release, so you can look at those details. Türkiye is fundamentally foundational for Eldorado. We've been producing there for a couple of decades. We've got two great assets. We are definitely the operator of choice in country.
We're investing in five early-stage exploration projects that we're very excited about. Yeah, we'd love to grow our business in Türkiye as well. Right now, this combined company is focused on Skouries and McIlvenna Bay, where we're going to create enormous value this year. But yeah, Türkiye, for sure, we're committed to that jurisdiction, and we'll look for opportunities into the future to grow value.
And Lawson, that's Christian here. I mean, I think what we've been sort of articulating, we love the balance of our portfolio, and we want to keep that balance. And we've got such exciting growth and opportunity in Greece. With this, the Canadian portfolio becomes very similar in scale and excitement in terms of growth. And Turkey, we want to continue to invest in. So that balance, I think, is what brings the diversity, enhances multiples, creates value. And we have such a long-term view on this business. This is one of the longest mine life, average mine life businesses we believe in the sector in our peer space. And so, we look at it long-term, and we're invested in all three of these jurisdictions over the long term. So, we're very excited.
And then in terms of those projects that you mentioned, it seems from the catalyst slide that next project would likely be Perama Hill, followed by the Tesla expansion at McIlvenna Bay. Would that be a reasonable assumption?
That's correct. I mean, I'd say they're in a little bit different phase . So, for Perama Hill, we're focused on permitting. So, we submitted an EIA in December. This year, it'll be continuing consultations with communities for support and trying to get an approval on an EIA, which then sets us up for construction perhaps next year. Tesla, I mean, for that, its really getting to drill, dropping the vertical progress in McIlvenna Bay as quickly as we can to get access as quick as we can, but I'd say less complicated from a permitting perspective.
If I could ask just one final question, Dan, for you. I mean, I think you have a very exciting project here. There is another corporate shareholder in your registry. From your point of view, why does Eldorado make sense?
Yeah. I think the big one was that, look, the cultures of the two teams match perfectly. That was number one. Number two was, as I think Christian and George both outlined, the long-life nature of the assets within Eldorado and their commitment to sustainability. This combined company, five out of its six assets are going to have dry stack tailings. That's just unheard of for a mining company. And then three, why Eldorado? Well, what we've done is we've just multiplied the rerate potential that's going to happen from developer to producer, not by two. It's by like three or four because the combination of two brand new gold copper assets in the world is just incredible. I mean, these assets are also not just so difficult to permit. And not just permit and build and CapEx and all of that.
We've gone through the last five years to be ready now where I think the timing is just incredible, as you see, with the commodity prices. We're very grateful to be a part of such a growth company, and I think it's going to be very exciting to see where it can go from here.
Excellent. Thank you very much.
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This concludes today's conference call. You may now disconnect your lines. Thank you for participating, and have a pleasant day.