Eldorado Gold Corp 6-K, filed Aug 11, 2026
Eldorado Gold Corp (EGO)
About this 6-K
Eldorado Gold Corp filed this 6-K on August 11, 2026.
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) |
|
11th Floor-550 Burrard Street Bentall 5 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