As filed with the Securities and Exchange Commission on August 6,
2019.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM F-10
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ELDORADO GOLD CORPORATION
(Exact name of Registrant as specified in its charter)
Canada
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1041
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N/A
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(Province or other Jurisdiction of Incorporation or
Organization)
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(Primary Standard Industrial Classification
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(I.R.S.
Employer Identification Number, if
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Code Number)
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applicable)
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1188 - 550 Burrard Street
Bentall 5
Vancouver, British Columbia
Canada V6C 2B5
(604) 687-4018
(Address and telephone number of Registrant’s principal
executive offices)
CT Corporation System
1015 15th Street N.W., Suite 1000
Washington, DC 20005
(202) 572-3100
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United
States)
Copies to:
Georald
Ingborg
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Kenneth
G. Sam
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Steve
Saville
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James
Guttman
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Fasken
Martineau DuMoulin LLP
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Dorsey
& Whitney LLP
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550
Burrard Street, Suite 2900
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Brookfield
Place
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Vancouver,
B.C. V6C 0A3
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161
Bay Street
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Canada
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Suite
4310
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(604)
631-3131
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Toronto,
ON M5J 2S1
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Canada
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(416)
367-7370
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Approximate date of commencement of proposed sale of the securities
to the public:
As soon
as practicable after this registration statement becomes
effective
Canada
(Principal jurisdiction regulating this offering)
It is
proposed that this filing shall become effective (check appropriate
box below):
A.
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[
] upon filing with the Commission, pursuant to Rule 467(a) (if
in connection with an offering being made contemporaneously in the
United States and Canada).
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B.
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[x] at
some future date (check the appropriate box below)
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1.
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[ ]
pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner
than 7 calendar days after filing).
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2.
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[ ]
pursuant to Rule 467(b) on ( ) at ( ) (designate a time 7 calendar
days or sooner after filing) because the securities regulatory
authority in the review jurisdiction has issued a receipt or
notification of clearance on (
).
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3.
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[ ]
pursuant to Rule 467(b) as soon as practicable after notification
of the Commission by the Registrant or the Canadian securities
regulatory authority of the review jurisdiction that a receipt or
notification of clearance has been issued with respect
hereto.
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4.
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[x]
after the filing of the next amendment to this Form (if preliminary
material is being filed).
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If
any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to the home
jurisdiction’s shelf prospectus offering procedures, check
the following box. [x]
CALCULATION OF REGISTRATION FEE
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Proposed
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Maximum
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Aggregate
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Amount
of
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Amount to
be
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Offering
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Registration
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Registered(1)
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Price(1)(2)
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Fee(2)
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Title of Each Class of
Securities to be Registered
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Common
Shares
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Debt
Securities
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Convertible
Securities
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Warrants
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Rights
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Subscription
Receipts
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Units
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Total
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$750,000,000
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$750,000,000
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$90,900
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(1)
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There
are being registered under this registration statement such
indeterminate number of Common Shares, Debt Securities, Convertible
Securities, Warrants, Rights, Subscription Receipts and Units of
the Registrant as shall have an aggregate initial offering price of
$750,000,000. This registration statement also covers an
indeterminate amount of Common shares that may be issued upon
exercise or conversion of Debt Securities, Convertible Securities,
Warrants, Rights, Subscription Receipts and Units. Any securities
registered by this registration statement may be sold separately or
as units with other securities registered under this registration
statement. The proposed maximum initial offering price per security
will be determined, from time to time, by the Registrant in
connection with the sale of the securities under this registration
statement.
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(2)
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Estimated
solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 of the Securities Act of
1933, as amended (the “U.S. Securities
Act”).
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The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registration Statement shall become effective as provided in
Rule 467 under the U.S. Securities Act or on such date as the
Commission, acting pursuant to Section 8(a) of the U.S. Securities
Act, may determine.
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR
PURCHASERS
Information
contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed
with the United States Securities and Exchange Commission. These
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective. This
prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
securities in any State in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such State.
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission. These securities
may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This prospectus shall
not constitute an offer to sell or the solicitation of an offer to
buy nor shall be any sale of these securities in any State in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
State.
Information has
been incorporated by reference in this short form base shelf
prospectus from documents filed with securities commissions or
similar authorities in Canada.
Copies of the documents incorporated herein by
reference may be obtained on request without charge from the
Corporate Secretary of Eldorado Gold Corporation at Suite 1188
– 550 Burrard Street, Vancouver, British Columbia, V6C 2B5,
Telephone (604) 687-4018, and are also available electronically
at
www.sedar.com
.
PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS
US$750,000,000
Common Shares
Debt Securities
Convertible Securities
Warrants
Rights
Subscription Receipts
Units
Eldorado
Gold Corporation (“
Eldorado
” or the
“
Company
”) may
offer and issue from time to time common shares of the Company
(“
Common
Shares
”), debt securities (“
Debt Securities
”), securities
convertible into or exchangeable for Common Shares and/or other
securities (“
Convertible
Securities
”), warrants to purchase Common Shares, or
Debt Securities (collectively “
Warrants
”), rights exercisable to
acquire, or convertible into, Common Shares and/or other securities
(“
Rights
”),
subscription receipts (“
Subscription Receipts
”), or units
comprised of one or more of the other securities described in this
prospectus (“
Units
”) (all of the foregoing
collectively, the “
Securities
”) or any combination
thereof for up to an aggregate initial offering price of
US$750,000,000 (or the equivalent thereof in other currencies)
during the 25-month period that this short form base shelf
prospectus (the “
Prospectus
”), including any
amendments hereto, remains effective. Securities may be offered
separately or together, in amounts, at prices and on terms to be
determined based on market conditions at the time of sale and set
forth in an accompanying prospectus supplement (a
“
Prospectus
Supplement
”). In addition, Securities may be offered
in consideration for the acquisition of other businesses, assets or
securities by the Company or a subsidiary of the Company. The
consideration for any such acquisition may consist of any of the
Securities separately, a combination of Securities or any
combination of, among other things, Securities, cash and assumption
of liabilities.
The
specific terms of the Securities with respect to a particular
offering will be set out in the applicable Prospectus Supplement
and may include, where applicable: (i) in the case of Common
Shares, the number of Common Shares offered, the offering price,
whether the Common Shares are being offered for cash, and any other
terms specific to the Common Shares being offered; (ii) in the case
of Debt Securities, the specific designation, the aggregate
principal amount, the currency or the currency unit for which the
Debt Securities may be purchased, the maturity, the interest
provisions, the authorized denominations, the offering price,
whether the Debt Securities are being offered for cash, the
covenants, the events of default, any terms for redemption or
retraction, any exchange or conversion rights attached to the Debt
Securities, whether the debt is senior or subordinated to the
Corporation’s other liabilities and obligations, whether the
Debt Securities will be secured by any of the Company’s
assets or guaranteed by any other person and any other terms
specific to the Debt Securities being offered; (iii) in the case of
Convertible Securities, the number of Convertible Securities
offered, the offering price, the procedures for the conversion or
exchange of such Convertible Securities into or for Common Shares
and/or other Securities and any other specific terms; (iv) in the
case of Warrants, the offering price, whether the Warrants are
being offered for cash, the designation, the number and the terms
of the Common Shares, and/or Debt Securities purchasable upon
exercise of the Warrants, any procedures that will result in the
adjustment of these numbers, the exercise price, the dates and
periods of exercise, the currency in which the Warrants are issued
and any other terms specific to the Warrants being offered; (v) in
the case of Subscription Receipts, the number of Subscription
Receipts being offered, the offering price, whether the
Subscription Receipts are being offered for cash, the procedures
for the exchange of the Subscription Receipts for Common Shares,
Debt Securities, Warrants, Rights and/or Units as the case may be,
and any other terms specific to the Subscription Receipts being
offered; (vi) in the case of Rights, the designation, number and
terms of the Common Shares, Debt Securities and/or other Securities
purchasable upon exercise of the Rights, any procedures that will
result in the adjustment of these numbers, the date of determining
the shareholders entitled to the Rights distribution, the exercise
price, the dates and periods of exercise and any other terms
specific to the Rights being offered; and (vii) in the case of
Units, the number of Units offered, the offering price of the
Units, the number, designation and terms of the Securities
comprising the Units and any procedures that will result in the
adjustment of those numbers and any other specific terms applicable
to the offering of Units. Where required by statute, regulation or
policy, and where Securities are offered in currencies other than
Canadian dollars, appropriate disclosure of foreign exchange rates
applicable to the Securities will be included in the Prospectus
Supplement describing the Securities.
All
information permitted under applicable law to be omitted from this
Prospectus will be contained in one or more Prospectus Supplements
that will be delivered to purchasers together with this Prospectus.
Each Prospectus Supplement will be incorporated by reference into
this Prospectus for the purposes of securities legislation as of
the date of the Prospectus Supplement and only for the purposes of
the distribution of the Securities to which such Prospectus
Supplement pertains.
An investment in the Securities is speculative and involves a high
degree of risk. Only potential investors who are experienced in
high risk investments and who can afford to lose their entire
investment should consider an investment in the Company. See
“Risk Factors” in this Prospectus, in the
Company’s Annual Information Form for the year ended December
31, 2018, which is incorporated by reference in this Prospectus,
and in all other documents incorporated by reference in this
Prospectus.
The
outstanding Common Shares are listed on the Toronto Stock Exchange
(the “TSX”) under the symbol “ELD” and on
The New York Stock Exchange (the “NYSE”) under the
symbol “EGO”. On August 2, 2019, the last trading day on the TSX
prior to the date of this Prospectus, the closing price of the
Common Shares on the TSX was $10.75. On August 5, 2019, the last
trading day on the NYSE prior to the date of this Prospectus, the
closing price of the Common Shares on the NYSE was
US$8.66.
There
is currently no market through which the Securities, other than the
Common Shares, may be sold and purchasers may not be able to resell
such securities purchased under this Prospectus. This may affect
the pricing of these Securities in the secondary market, the
transparency and availability of trading prices, the liquidity of
the Securities, and the extent of issuer regulation. See
“Risk Factors”. Unless otherwise specified in the
applicable Prospectus Supplement, the Debt Securities, Convertible
Securities, the Warrants, the Rights and the Subscription Receipts
will not be listed on any securities exchange.
This
Prospectus does not qualify for issuance Debt Securities in respect
of which the payment of principal and/or interest may be
determined, in whole or in part, by reference to one or more
underlying interests, including, for example, an equity or debt
security, or a statistical measure of economic or financial
performance (including, but not limited to, any currency, consumer
price or mortgage index, or the price or value of one or more
commodities, indices or other items, or any other item or formula,
or any combination or basket of the foregoing items).
Eldorado is a foreign private issuer under United States securities
laws and is permitted under the multijurisdictional disclosure
system adopted by the United States and Canada to prepare this
Prospectus in accordance with Canadian disclosure requirements.
Prospective investors should be aware that such requirements are
different from those of the United States. Eldorado has prepared
its financial statements, included or incorporated herein by
reference, in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board
(“IFRS”) which is incorporated within Part 1 of the CPA
Canada Handbook - Accounting, and Eldorado’s consolidated
financial statements are subject to Canadian generally accepted
auditing standards and auditor independence standards, in addition
to the standards of the Public Company Accounting Oversight Board
(United States) and the United States Securities and Exchange
Commission (“SEC”) independence standards. Thus, they
may not be comparable to the financial statements of U.S.
companies.
Prospective investors should be aware that the acquisition of
Securities may have tax consequences both in the United States and
in Canada. Such consequences for investors who are resident in, or
citizens of, the United States or who are resident in Canada may
not be described fully herein or in any applicable Prospectus
Supplement. Prospective investors should read the tax discussion
contained in the applicable Prospectus Supplement with respect to a
particular offering of Securities.
The ability of investors to enforce civil liabilities under United
States federal securities laws may be affected adversely because
Eldorado is incorporated in Canada, most of Eldorado’s
officers and directors and most of the experts named in this
Prospectus are not residents of the United States, and all of our
assets and all or a substantial portion of the assets of such
persons are located outside of the United States. See
“Enforceability of Civil Liabilities by U.S. and Canadian
Investors”.
NONE OF THE CANADIAN SECURITIES REGULATORY AUTHORITIES, THE SEC NOR
ANY UNITED STATES STATE SECURITIES COMMISSION OR OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
This
Prospectus constitutes a public offering of the Securities only in
those jurisdictions where they may be lawfully offered for sale and
only by persons permitted to sell the Securities in those
jurisdictions. The Company may offer and sell Securities to, or
through, underwriters or dealers and also may offer and sell
certain Securities directly to other purchasers or through agents
pursuant to exemptions from registration or qualification under
applicable securities laws. A Prospectus Supplement relating to
each issue of Securities offered thereby will set forth the names
of any underwriters, dealers, agents or selling securityholders
involved in the offering and sale of the Securities and will set
forth the terms of the offering of the Securities, the method of
distribution of the Securities including, to the extent applicable,
the proceeds to the Company and any fees, discounts or any other
compensation payable to underwriters, dealers or agents and any
other material terms of the plan of distribution.
No underwriter has been involved in the preparation of this
Prospectus nor has any underwriter performed any review of the
contents of this Prospectus.
In
connection with any offering of Securities, other than an
“at-the-market distribution” (as defined under
applicable Canadian securities legislation), unless otherwise
specified in a Prospectus Supplement, the underwriters or agents
may over-allot or effect transactions which stabilize or maintain
the market price of the Securities offered at a higher level than
that which might exist in the open market. Such transactions, if
commenced, may be interrupted or discontinued at any time. See
“Plan of Distribution”.
No
underwriter or dealer involved in an “at-the-market
distribution” (as defined under applicable Canadian
securities legislation) under this Prospectus, no affiliate of such
an underwriter or dealer and no person or company acting jointly or
in concert with such an underwriter or dealer will over-allot
Securities in connection with such distribution or effect any other
transactions that are intended to stabilize or maintain the market
price of the Securities.
Our
head office is located at Suite 1188 – 550 Burrard Street,
Vancouver, British Columbia, V6C 2B5 and our registered office is
at 2900 – 550 Burrard Street, Vancouver, British Columbia,
Canada, V6C 0A3.
George
Albino, Pamela Gibson, Geoffrey Handley and Michael Price, each
directors of the Company, reside outside of Canada. George Albino,
Pamela Gibson, Geoffrey Handley and Michael Price have each
appointed the following agent for service of process:
Name and Address of Agent
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Eldorado Gold Corporation
Suite 1188 – 550 Burrard Street
Vancouver, British Columbia V6C 2B5
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In
addition, Patrick Forward, a person named as having prepared or
certified a report, valuation, statement or opinion in this
Prospectus, either directly or in a document incorporated by
reference and whose profession or business gives authority to such
report, valuation, statement or opinion, resides outside of
Canada.
Purchasers
are advised that it may not be possible for investors to enforce
judgments obtained in Canada against any person that resides
outside of Canada, even if the party has appointed an agent for
service of process.
Investment in Securities being offered is highly speculative and
involves significant risks that you should consider before
purchasing such Securities. You should carefully review the risks
outlined in this Prospectus (including any Prospectus Supplement)
and in the documents incorporated by reference as well as the
information under the heading “Forward-Looking
Statements” and consider such risks and information in
connection with an investment in the Securities. See “Risk
Factors”.
Investors
should rely only on the information contained or incorporated by
reference in the Prospectus and any applicable Prospectus
Supplement. The Company has not authorized anyone to provide
investors with different or additional information. If anyone
provides investors with different or additional information,
investors should not rely on it. The Company is not making an offer
to sell or seeking an offer to buy Securities in any jurisdiction
where the offer or sale is not permitted. Investors should assume
that the information contained in the Prospectus and any applicable
Prospectus Supplement is accurate only as at the date on the front
of those documents and that information contained in any document
incorporated by reference is accurate only as at the date of that
document, regardless of the time of delivery of the Prospectus and
any applicable Prospectus Supplement or of any sale of the
Company’s securities. The Company’s business, financial
condition, results of operations and prospects may have changed
since those dates.
TABLE OF CONTENTS
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Page
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FORWARD-LOOKING STATEMENTS
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1
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GENERAL MATTERS
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2
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EXCHANGE RATE INFORMATION
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3
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NON-GAAP FINANCIAL MEASURES
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3
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DOCUMENTS INCORPORATED BY REFERENCE
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3
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FINANCIAL INFORMATION
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5
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AVAILABLE INFORMATION
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5
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CAUTIONARY NOTE FOR UNITED STATES INVESTORS
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6
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ENFORCEABILITY OF CIVIL LIABILITIES BY U.S. AND CANADIAN
INVESTORS
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6
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THE COMPANY
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7
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RECENT DEVELOPMENTS
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7
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USE OF PROCEEDS
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8
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DIVIDENDS OR DISTRIBUTIONS
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8
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PLAN OF DISTRIBUTION
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9
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CONSOLIDATED
CAPITALIZATION
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10
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EARNINGS COVERAGE RATIO
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10
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DESCRIPTION OF SHARE CAPITAL
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10
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DESCRIPTION OF COMMON SHARES
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10
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DESCRIPTION OF DEBT SECURITIES
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10
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DESCRIPTION OF CONVERTIBLE SECURITIES
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12
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DESCRIPTION OF
WARRANTS
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12
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DESCRIPTION OF RIGHTS
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14
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DESCRIPTION OF SUBSCRIPTION RECEIPTS
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15
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DESCRIPTION OF UNITS
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15
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PRIOR SALES
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16
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TRADING PRICE AND VOLUME
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16
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CERTAIN UNITED STATES FEDERAL
INCOME TAX CONSIDERATIONS
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17
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RISK FACTORS
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17
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INTERESTS OF EXPERTS
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19
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LIST OF EXEMPTIONS
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21
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LEGAL MATTERS
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21
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AUDITORS, TRANSFER AGENT AND REGISTRAR
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21
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DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
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21
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FORWARD-LOOKING
STATEMENTS
Certain
of the statements made and information provided in this Prospectus,
including any documents incorporated by reference herein, are
forward-looking statements or forward-looking information within
the meaning of applicable Canadian and United States securities
legislation. Often, these forward-looking statements and
forward-looking information can be identified by the use of words
such as “plans”, “expects”, “is
expected”, “budget”, “continue”,
“projected”, “scheduled”,
“estimates”, “forecasts”,
“intends”, “anticipates”, or
“believes” 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
information includes, but are not limited to, statements or
information with respect to:
●
Eldorado’s
guidance and outlook, including expected production, cost guidance
and recoveries of gold, including higher heap leach recoveries at
Kışladağ;
●
expected sales and
revenue recognition of delayed Efemçukuru
concentrate;
●
favourable
economics for the Kışladağ heap leaching plan and
the ability to extend mine life at Eldorado’s projects,
including at Kışladağ through further metallurgical
tests on deeper material;
●
planned capital and
exploration expenditures;
●
conversion of
mineral resources to mineral reserves;
●
Eldorado’s
expectation as to its future financial and operating performance,
including expectations around generating significant free cash
flow;
●
expected
metallurgical recoveries;
●
gold price outlook
and the gold concentrate market; and
●
Eldorado’s
strategy, plans and goals, including its proposed exploration,
development, construction, permitting and operating plans and
priorities and related timelines and schedules.
Forward-looking
information is based on a number of assumptions, that management
considers reasonable, however, if such assumptions prove to be
inaccurate, then actual results, activities, performance or
achievements may be materially different from those described in
the forward-looking information. These assumptions include
assumptions concerning: the geopolitical, economic, permitting and
legal climate that Eldorado operates in; the future price of gold
and other commodities; exchange rates; anticipated costs and
expenses; production and metallurgical recoveries; mineral reserves
and resources; and the impact of acquisitions, dispositions,
suspensions or delays in its business. In addition, except where
otherwise stated, Eldorado has assumed a continuation of existing
business operations on substantially the same basis as exists at
the time of this Prospectus.
Forward-looking
information is 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 information. The reader
is directed to the discussion set out under the heading “Risk
Factors”, as well as the risks, uncertainties and other
factors referred to in the AIF (as defined below), and any other
documents incorporated by reference under the heading “Risk
Factors”, which include a discussion of material and other
risks that could cause actual results to differ significantly from
Eldorado’s current expectations, including the following
risks:
●
risks relating to
the business environment in which Eldorado operates, including
geopolitical climate, government regulation, resource nationalism
and foreign ownership restrictions, mineral tenure and permits,
community relations and social licence, reputational, competition,
non-governmental organizations (“
NGOs
”), corruption and bribery,
information technology systems, privacy legislation, share price
and volume fluctuations, actions of activist shareholders, human
rights matters, natural phenomena and conflict of
interest;
●
operational risks,
including environmental matters, infrastructure and commodities,
litigation, arbitration and contracts, results of further testwork,
estimation of mineral reserves and mineral resources, expected
impact on reserves and carrying value, occurrence of unpredictable
geological/metallurgical factors, recoveries of gold and other
metals, gold and other commodity price volatility, continued
softening of the global concentrate market, updating of reserve and
resource models and life of mine plans, production and cost
estimates, discrepancies between actual and estimated production,
pre-stripping or underground development, extraction, processing,
costs of development projects, exploration risks, speculative
nature of gold exploration, labour, reclamation and long term
obligations, use and transport of regulated substances, equipment,
health and safety, co-ownership of Eldorado’s properties,
contractors, risk related to acquisitions and dispositions, waste
disposal and security;
●
financial risks,
including liquidity and financing risks, credit risk, currency
risk, interest rate risk, commodity price risk, unavailability of
capital/inadequate income, indebtedness and financing, debt service
obligations, cost estimates, tax matters, global economic
environment, global markets for metals concentrates, repatriation
of funds, dividends, compensation risks and financial reporting
risks;
●
future sales or
issuances of debt or equity securities could decrease the value of
any existing Common Shares, dilute investors’ voting power,
reduce Eldorado’s earnings per share and make future sales of
Eldorado’s equity securities more difficult;
●
market price of
Common Shares;
●
future sales by
existing shareholders could cause Eldorado Gold’s share price
to fall;
●
Eldorado may not
pay any cash dividends in the future;
●
there is no
assurance of a sufficient liquid trading market for the Common
Shares in the future;
●
there is currently
no market through which the Securities, other than Eldorado
Gold’s Common Shares, may be sold; and
●
the Debt Securities
may be unsecured and will rank equally in right of payment with all
of Eldorado’s other future unsecured debt.
Forward-looking
information is designed to help you understand management’s
current views of Eldorado’s near and longer term prospects,
and it may not be appropriate for other purposes. There can be no
assurance that forward-looking 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
information contained herein.
Eldorado
will not necessarily update this information unless it is required
to do so by applicable securities laws. All forward-looking
information in this Prospectus
or any
applicable Prospectus Supplement and the documents incorporated by
reference in this Prospectus or any applicable Prospectus
Supplement
is qualified by these cautionary
statements.
GENERAL MATTERS
Unless
otherwise noted or the context otherwise indicates,
“Eldorado”, the “Company”, “we”
or “us” refers to Eldorado Gold Corporation and its
direct and indirect subsidiaries and “Eldorado Gold”
refers to Eldorado Gold Corporation.
We prepare our financial statements in conformity with IFRS, and
present such financial statements in United States dollars. All
dollar amounts in this Prospectus are expressed in Canadian
dollars, except as otherwise indicated. References to
“$”, “dollars”, or “CAD$” are
to Canadian dollars and references to “US$” are to
United States dollars.
Market data and certain industry forecasts used in this Prospectus
or any applicable Prospectus Supplement and the documents
incorporated by reference in this Prospectus or any applicable
Prospectus Supplement were obtained from market research, publicly
available information and industry publications. We believe that
these sources are generally reliable, but the accuracy and
completeness of this information is not guaranteed. We have not
independently verified such information, and we do not make any
representation as to the accuracy of such information.
The
Securities being offered for sale under this Prospectus may only be
sold in those jurisdictions in which offers and sales of the
Securities are permitted. This Prospectus is not an offer to sell
or a solicitation of an offer to buy the Securities in any
jurisdiction where it is unlawful. The information contained in
this Prospectus is accurate only as at the date of this Prospectus,
regardless of the time of delivery of this Prospectus or of any
sale of the Securities.
EXCHANGE RATE INFORMATION
The
following table sets forth, for each of the periods indicated, the
high, low and average spot rates and the spot rate at the end of
the period for U.S. $1.00 in terms of Canadian dollars, as reported
by the Bank of Canada.
|
Year ended
December 31,
|
|
|
S
ix
months ended
June 30,
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2018
|
|
|
2019
|
|
Rate
at the end of period
|
$
|
1.3427
|
(1)
|
|
$
|
1.2545
|
|
|
$
|
1.3642
|
|
|
$
|
1.3168
|
(2)
|
|
$
|
1.3087
|
(3)
|
Average
rate during period
|
$
|
1.3248
|
|
|
$
|
1.2986
|
|
|
$
|
1.2957
|
|
|
$
|
1.2781
|
|
|
$
|
1.3336
|
|
Highest
rate during period
|
$
|
1.4589
|
|
|
$
|
1.3743
|
|
|
$
|
1.3642
|
|
|
$
|
1.3310
|
|
|
$
|
1.3600
|
|
Lowest
rate during period
|
$
|
1.2544
|
|
|
$
|
1.2128
|
|
|
$
|
1.2288
|
|
|
$
|
1.2288
|
|
|
$
|
1.3087
|
|
Notes:
(1)
The
rate on December 31, 2016 has not been provided, and therefore, the
rate on December 30, 2016 has been included.
(2)
The rate on June
30, 2018 has not been provided, and therefore, the rate on June 29,
2018 has been included.
(3)
The rate on June
30, 2019 has not been provided, and therefore, the rate on June 28,
2019 has been included.
On August 2, 2019, the Bank of Canada spot exchange rate for the
purchase of US$1.00 using Canadian dollars was
$1.3225
($1.00 =US$0.7561
).
NON-GAAP FINANCIAL MEASURES
In this
Prospectus, including the documents incorporated or deemed
incorporated by reference herein, we use the terms “cash
operating cost”, “cash operating costs”,
“total cash cost”, “total cash costs”,
“all-in sustaining cost”, “average realized gold
price per ounce sold”, “cash operating costs per ounce
sold”, “total cash costs per ounce sold”,
“all-in sustaining costs per ounce sold”,
“adjusted net earnings/(loss) from continuing
operations”, “adjusted net earnings/(loss) per share
from continuing operations”, “working capital”,
“earnings from gold mining operations”, “earnings
before interest, taxes, depreciation and amortization”
(“
EBITDA
”),
“adjusted EBITDA”, and “cash flow from operations
before changes in non-cash working capital”, which are
considered “Non-GAAP financial measures” within the
meaning of applicable Canadian securities laws and should not be
considered in isolation or as a substitute for measures of
performance prepared in accordance with IFRS. See “How we
measure our costs” in the AIF, “Non-IFRS
Measures” in the Annual MD&A, and “Non-IFRS
Measures” in the Interim MD&A for an explanation of these
measures.
DOCUMENTS INCORPORATED BY REFERENCE
Information
has been incorporated by reference in this Prospectus from
documents filed with securities commissions or similar
regulatory
authorities in each
of the provinces in Canada and filed with, or furnished to, the SEC
in the United States. Copies of the documents incorporated by
reference
herein
may
be obtained on request without charge from the Company’s
Corporate Secretary at Suite 1188 – 550 Burrard Street,
Vancouver, British Columbia, V6C 2B5, Telephone (604) 687-4018.
Additionally, prospective investors may read and download any
public document we have filed with the various securities
commissions or similar authorities in each of the provinces of
Canada on SEDAR at
www.sedar.com
and the documents we have filed with, or furnished to, the SEC on
the EDGAR website at
www.sec.gov
.
Prospective investors may read and obtain copies of any document,
for a fee, that we have filed with, or furnished to, the SEC at the
SEC's public reference room at 100 F Street, N.E., Washington, D.C.
20549.
The
following documents, filed by the Company with the securities
commissions or similar
regulatory
authorities in all of
the provinces of Canada and filed with, or furnished to, the SEC
are specifically incorporated by reference and form an integral
part of this Prospectus:
(i)
the annual audited
consolidated financial statements of the Company, the notes thereto
and the report of the independent registered public accounting firm
thereon for the fiscal years ended December 31, 2018 and December
31, 2017 (the “
Annual
Financial Statements
”), together with the
Management’s Discussion and Analysis of the Company for the
Annual Financial Statements (“
Annual MD&A
”);
(ii)
the Annual
Information Form of the Company dated March 29, 2019 for the
fiscal year ended December 31, 2018 (the “
AIF
”);
(iii)
the Management
Information Circular of the Company dated March 18, 2019 prepared
in connection with the annual and special meeting of shareholders
of the Company held on May 2, 2019;
(iv)
the unaudited
condensed consolidated interim financial statements of the Company
for the three and six month periods ended June 30, 2019 and June
30, 2018, together with the notes thereto (“
Interim Financial Statements
”),
together with the Management’s Discussion and Analysis of the
Company for the Interim Financial Statements (“
Interim MD&A
”);
(v)
the Material Change
Report of the Company dated August 2, 2019 relating to the
financial and operational results for the second quarter of
2019;
(vi)
the Material Change
Report of the Company dated June 10, 2019 relating to the pricing
and completion of its offer of up to US$300 million aggregate
principal amount of senior secured second lien notes (the
“
Notes
”)
and the completion of a US$450
million amended and restated senior secured credit facility (the
“
Facility
”);
(vii)
the Material Change
Report of the Company dated May 17, 2019 relating to the US$450
million Facility and an offer of up to US$300 million aggregate
principal amount of senior secured second lien Notes;
(viii)
the Material Change
Report of the Company dated May 7, 2019 relating to the financial
and operational results for the first quarter of 2019;
(ix)
the Material Change
Report of the Company dated February 28, 2019 relating to the
financial and operational results for the year ended December 31,
2018;
(x)
the Material Change
Report of the Company dated January 31, 2019 relating to the
decision to resume mining and leap leaching at its
Kışladağ mine and its consolidated 2019 – 2021
outlook;
(xi)
the Material Change
Report of the Company dated January 4, 2019 relating to the
completion of Eldorado Gold’s share consolidation on the
basis of one post-consolidation Common Shares for every five
pre-consolidation Common Shares (the “
Consolidation
”);
Any
document of the type referred to in the preceding paragraph and any
interim financial statements, material change reports (excluding
confidential reports), or other document of the type required by
National Instrument 44-101 –
Short Form Prospectus Distributions
to
be incorporated by reference in a short form prospectus, filed by
the Company with a securities commission or similar regulatory
authority in Canada after the date of this Prospectus shall be
deemed to be incorporated by reference in this Prospectus. In
addition, to the extent any such document is included in any report
on Form 6-K furnished to the SEC or in any report on Form 40-F
filed with the SEC, such document shall be deemed to be
incorporated by reference as an exhibit to the registration
statement on Form F-10 of which this Prospectus forms a part (in
the case of any report on Form 6-K, if and to the extent expressly
set forth in such report). In addition, the Company may incorporate
by reference into the registration statement on Form F-10 of which
this Prospectus forms a part, information from documents that the
Company files with or furnishes to the SEC pursuant to Section
13(a) or 15(d) of the United States Securities Exchange Act of
1934, as amended (the “
U.S.
Exchange Act
”), to the extent that such documents
expressly so state. The documents incorporated or deemed to be
incorporated herein by reference contain meaningful and material
information relating to the Company and readers should review all
information contained in this Prospectus, the applicable Prospectus
Supplement and the documents incorporated or deemed to be
incorporated by reference herein and therein.
One or
more Prospectus Supplements containing the specific variable terms
for an issue of Securities and other information in relation to
those Securities will be delivered or made available to purchasers
of such Securities together with this Prospectus to the extent
required by applicable securities laws and will be deemed to be
incorporated by reference into this Prospectus as of the date of
the Prospectus Supplement solely for the purposes of the offering
of the Securities covered by any such Prospectus
Supplement.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded, for purposes of this Prospectus, to the extent that a
statement contained herein or in any other subsequently-filed
document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. The
modifying or superseding statement need not state that it has
modified or superseded a prior statement or include any other
information set forth in the document that it modifies or
supersedes. The making of a modifying or superseding statement
shall not be deemed an admission for any purposes that the modified
or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an
omission to state a material fact that is required to be stated or
that is necessary to make a statement not misleading in light of
the circumstances in which it was made. Any statement so modified
or superseded shall not be deemed in its unmodified or superseded
form to constitute part of this Prospectus.
Upon
our filing of a new annual information form and the related annual
financial statements and management’s discussion and analysis
with applicable securities regulatory authorities in Canada, and
with the SEC, during the currency of this Prospectus, the previous
annual information form, the previous annual financial statements
and management’s discussion and analysis and all interim
financial statements, supplemental information, material change
reports and information circulars filed prior to the commencement
of our financial year in which the new annual information form is
filed will be deemed no longer to be incorporated into this
Prospectus for purposes of future offers and sales of our
securities under this Prospectus. Upon interim consolidated
financial statements and the accompanying management’s
discussion and analysis and material change report being filed by
us with the applicable securities regulatory authorities in Canada,
and with the SEC, during the duration of this Prospectus, all
interim consolidated financial statements and the accompanying
management’s discussion and analysis and material change
report filed prior to the new interim consolidated financial
statements shall be deemed no longer to be incorporated into this
Prospectus for purposes of future offers and sales of securities
under this Prospectus.
FINANCIAL INFORMATION
The
financial statements of the Company incorporated herein by
reference and in any Prospectus Supplement are reported in United
States dollars. Eldorado’s Annual Financial Statements and
Interim Financial Statements incorporated by reference in this
Prospectus are prepared in accordance with IFRS, which differs from
accounting principles generally accepted in the United States
(“
U.S. GAAP
”).
The SEC has adopted rules to allow foreign private issuers, such as
Eldorado, to prepare and file financial statements prepared in
accordance with IFRS without reconciliation to U.S. GAAP.
Accordingly, we will not be providing a description of the
principal differences between U.S. GAAP and IFRS. Unless otherwise
indicated, all financial information contained and incorporated or
deemed incorporated by reference in this Prospectus and any
Prospectus Supplement is presented in accordance with IFRS. As a
result, our financial statements and other financial information
included or incorporated by reference in this Prospectus and any
Prospectus Supplement may not be comparable to financial statements
and financial information of U.S. companies.
AVAILABLE INFORMATION
The
Company files reports and other information with the securities
commissions and similar regulatory authorities in each of the
provinces of Canada. These reports and information are available to
the public free of charge under the Company’s profile on
SEDAR at www.sedar.com.
The
Company has filed with the SEC a registration statement (the
“
Registration
Statement
”) on Form F-10 under the U.S. Securities Act
of 1933, as amended, relating to the Securities. This Prospectus,
which constitutes a part of the Registration Statement, does not
contain all of the information contained in the Registration
Statement, certain items of which are contained in the exhibits to
the Registration Statement pursuant to the rules and regulations of
the SEC. Information omitted from this Prospectus but contained in
the Registration Statement is available on the SEC’s website
under the Company’s profile at www.sec.gov. Please refer to
the Registration Statement and exhibits for further
information.
The
Company is subject to the reporting requirements of the U.S.
Exchange Act as the Common Shares are registered under Section
12(b) of the U.S. Exchange Act. Accordingly, the Company is
required to publicly file reports and other information with the
SEC. Under the multijurisdictional disclosure system adopted by
Canada and the United States (the “
MJDS
”), the Company is permitted
to prepare such reports and other information in accordance with
Canadian disclosure requirements, which are different from United
States disclosure requirements. In addition, as a foreign private
issuer, the Company is exempt from the rules under the U.S.
Exchange Act prescribing the furnishing and content of proxy
statements, and the Company’s officers, directors and
principal shareholders are exempt from the reporting and
short-swing profit recovery provisions contained in Section 16 of
the U.S. Exchange Act.
Investors
may read and copy, for a fee, any document that the Company has
filed with or furnished to the SEC at the SEC’s public
reference room in Washington, D.C. at 100 F Street, N.E.,
Washington, D.C. 20549. Investors should call the SEC at
1-800-SEC-0330 or access its website at www.sec.gov for further
information about the public reference room. Investors may read and
download the documents the Company has filed with the SEC’s
Electronic Data Gathering and Retrieval system at www.sec.gov.
Investors may read and download any public document that the
Company has filed with the securities commissions or similar
regulatory authorities in Canada at
www.sedar.com
.
CAUTIONARY NOTE FOR UNITED STATES INVESTORS
Technical
disclosure regarding our properties included herein, or in
documents incorporated by reference into this Prospectus and any
Prospectus Supplement, (the “
Technical Disclosure
”) has not
been prepared in accordance with the requirements of United States
securities laws. Without limiting the foregoing, the Technical
Disclosure uses terms that comply with reporting standards in
Canada and certain estimates are made in accordance with National
Instrument 43-101 —
Standard
of Disclosure for Mineral Projects
(“NI
43-101”). NI 43-101 is a rule developed by the Canadian
Securities Administrators that establishes standards for all public
disclosure an issuer makes of scientific and technical information
concerning mineral projects. Unless otherwise indicated, all
mineral reserve and mineral resource estimates contained in the
Technical Disclosure have been prepared in accordance with NI
43-101 and the Canadian Institute of Mining, Metallurgy and
Petroleum Classification System. These standards differ
significantly from the requirements of SEC Industry Guide 7, and
resource information contained in the Technical Disclosure may not
be comparable to similar information disclosed by U.S.
companies.
The
definitions of proven and probable reserves used in NI 43-101
differ from the definitions in SEC Industry Guide 7. In addition,
the terms “mineral resource”, “measured mineral
resource”, “indicated mineral resource” and
“inferred mineral resource” are defined in and required
to be disclosed by NI 43-101; however, these terms are not defined
terms under SEC Industry Guide 7 and United States companies have
historically not been permitted to disclose mineral resources of
any category in reports and registration statements filed with the
SEC.
Investors
are cautioned not to assume that any part or all of mineral
deposits in these categories will ever be converted into reserves.
“Inferred mineral resources” have a great amount of
uncertainty as to their existence, and great uncertainty as to
their economic and legal feasibility. It cannot be assumed that all
or any part of an inferred mineral resource will ever be upgraded
to a higher category. Under Canadian securities laws, estimates of
inferred mineral resources may not form the basis of feasibility or
pre-feasibility studies, except in rare cases. Additionally,
disclosure of “contained ounces” in a resource is
permitted disclosure under Canadian securities laws, however the
SEC Industry Guide 7 historically only permitted issuers to report
mineralization that does not constitute “reserves” by
SEC standards as in place tonnage and grade without reference to
unit measurements. Accordingly, information contained in the
Technical Disclosure may not be comparable to similar information
made public by U.S. companies subject to the reporting and
disclosure requirements of United States federal securities laws
and the rules and regulations thereunder that disclose mineral
reserves and mineral resources in accordance with SEC Industry
Guide 7.
ENFORCEABILITY OF CIVIL LIABILITIES BY U.S. AND CANADIAN
INVESTORS
The
Company is a corporation existing under the
Canada Business Corporations Act
(“
CBCA
”). All
but one of the Company’s directors, all of its officers, and
all of the experts named in the Prospectus, reside outside the
United States, and all or a substantial portion of their assets,
and all of the Company’s assets, are located outside the
United States. The Company has appointed an agent for service of
process in the United States, but it may be difficult for
purchasers of Securities who reside in the United States to effect
service within the United States upon those directors, officers and
experts who are not residents of the United States. It may also be
difficult for purchasers of Securities who reside in the United
States to realize upon judgments of courts of the United States
predicated upon the Company’s civil liability and the civil
liability of its directors, officers and experts under the United
States federal securities laws.
The
Company filed with the SEC, concurrently with its registration
statement on Form F-10, an appointment of agent for service of
process on Form F-X. Under the Form F-X, the Company appointed CT
Corporation System, 1015 15th Street N.W., Suite 1000, Washington,
DC 20005 as its agent for service of process in the United States
in connection with any investigation or administrative proceeding
conducted by the SEC, and any civil suit or action brought against
or involving the Company in a United States court arising out of,
related to, or concerning any offering of Securities under this
Prospectus and the applicable Prospectus Supplement.
George
Albino, Pamela Gibson, Geoffrey Handley and Michael Price, each
directors of the Company, reside outside of Canada. George Albino,
Pamela Gibson, Geoffrey Handley and Michael Price have each
appointed the following agent for service of process:
Name and Address of Agent
|
Eldorado Gold Corporation
Suite 1188 – 550 Burrard Street
Vancouver, British Columbia V6C 2B5
|
In
addition, Patrick Forward, a person named as having prepared or
certified a report, valuation, statement or opinion in this
Prospectus, either directly or in a document incorporated by
reference and whose profession or business gives authority to such
report, valuation, statement or opinion, resides outside of
Canada.
Purchasers
are advised that it may not be possible for investors to enforce
judgments obtained in Canada against any person that resides
outside of Canada, even if the party has appointed an agent for
service of process.
THE COMPANY
Eldorado
Gold is a corporation governed by the CBCA. Our head office is
located at Suite 1188 – 550 Burrard Street, Vancouver,
British Columbia, V6C 2B5 and our registered office is at 2900
– 550 Burrard Street, Vancouver, British Columbia, V6C
0A3.
Eldorado
owns and operates mines around the world, primarily gold mines, but
also a silver-lead-zinc mine and a currently inactive iron ore
mine. Its activities involve all facets of the mining industry,
including exploration, discovery, acquisition, financing,
development, production, sale of mineral products, and reclamation.
The Company’s business is currently focused in Turkey,
Greece, Canada, Brazil, Romania and Serbia. Eldorado is governed by
the CBCA and is based in Vancouver, BC.
Eldorado
believes that its international expertise in mining, finance and
project development places Eldorado in a strong position to grow in
value and deliver good returns for stakeholders as it creates and
pursues new opportunities. Eldorado is focused on building a
successful and profitable, intermediate gold company.
Eldorado’s strategy is to actively manage its portfolio of
projects, including pursuing growth opportunities by discovering
deposits through grassroots exploration and acquiring advanced
exploration, development or low-cost production assets with a focus
on the regions where Eldorado already has a presence.
Each
operation has a general manager and operates as a decentralized
business unit within the Company. Eldorado manages exploration
properties, merger and acquisition strategies, corporate financing,
global tax planning, consolidated financial reporting, regulatory
compliance, commodity price and currency risk management programs,
investor relations, engineering for capital projects and general
corporate matters centrally, at the Company’s head office in
Vancouver. Eldorado’s risk management program is developed by
senior management and monitored by the Board of
Directors.
Further
information regarding the business of the Company, its operations
and mines can be found in the AIF and other documents incorporated
herein by reference.
RECENT DEVELOPMENTS
On June
5, 2019, the Company completed an offering of US$300 million
aggregate principal amount of 9.5% senior secured second lien notes
due 2024, which were offered at 98% of par, and a US$450 million
amended and restated senior secured credit facility consisting of a
US$200 million term loan and a US$250 million revolving credit
facility. The Facility replaced the existing revolving credit
facility established by HSBC Bank Canada and certain other lenders.
Eldorado intends to use the net proceeds of the Notes, together
with Term Loan proceeds and cash on hand, to redeem the
Company’s US$600 million 6.125% senior notes due December
2020 and to pay fees and expenses in connection with the
forgoing.
On
March 31, 2019, the Company announced that it had achieved
commercial production at its wholly owned Lamaque mine (Lamaque) in
Quebec as at March 31, 2019. Lamaque produces ore from the
Triangle-deposit, which is then processed at the refurbished Sigma
Mill.
On
January 30, 2019, the Company announced that it would resume
mining, crushing, stacking and heap leaching at its
Kışladağ gold mine in Turkey and that advancement of
the previously announced mill project had been
suspended.
USE OF PROCEEDS
Unless
otherwise specified in a Prospectus Supplement, we currently intend
to use the net proceeds from the sale of our securities to advance
our business objectives outlined herein, including working capital
requirements and capital projects, acquiring additional mineral
properties, and for exploration and development of the
Company’s mineral properties in Turkey, Canada and Greece.
More detailed information regarding the use of proceeds from the
sale of securities, including any determinable milestones at the
applicable time, will be described in any applicable Prospectus
Supplement. We may also, from time to time, issue securities
otherwise than pursuant to a Prospectus Supplement to this
Prospectus.
DIVIDENDS OR DISTRIBUTIONS
The
Eldorado board of directors established a dividend policy in May
2010. Any dividend payment, if declared, is expected to be derived
from a dividend fund calculated on an amount, determined at the
discretion of the directors at the time of any decision to pay a
dividend, multiplied by the number of ounces of gold sold by
Eldorado in the preceding two quarters. In 2011, the board of
directors amended the dividend policy to provide additional
step-ups as the average realized gold price increases. The board of
directors further amended the dividend policy in 2013 to revise the
gradation of the fixed dollar amounts per ounce of gold
sold.
The
amount of the dividend fund will be divided among all the issued
Common Shares to yield the dividend payable per share. Accordingly,
the calculation of any dividends, if declared, will also be
dependent on gold prices upon, among other things.
The
declaration and payment of dividends is at the sole discretion of
the Eldorado board of directors, and is subject to and dependent
upon, among other things, the financial condition of, and outlook
for the Company, general business conditions, satisfaction of all
applicable legal and regulatory restrictions regarding the payment
of dividends by Eldorado and the Company’s cash flow and
financing needs.
On June
18, 2010, the Company paid an inaugural dividend of Cdn$0.05 per
Common Share. Beginning in 2011, Eldorado paid semi-annual
dividends. See below dividend payments for the past three
years.
In the
first quarter of 2016, the Company suspended the cash payment of
its semi-annual dividend. The decision of the board of directors
had been made in view of gold prices, the terms and conditions of
the Dividend Policy and the requirements of the CBCA.
In
February 2017, the Company suspended the cash payment of its
semi-annual dividend effective third quarter of 2017, which was in
line with terms and conditions of the Company’s Dividend
Policy, where no dividend is to be paid on a realized gold price
under $1,250 for gold sold in the prior six months. The realized
price by the Company on gold sold during the first half of 2017 was
$1,240.
In the
first quarter of 2018, the Company suspended the cash payment of
its semi-annual dividend pending the results of certain technical
reports and potential subsequent capital requirements.
The
Notes and the Facility contain certain covenants and restrictions
limiting the ability of the Company to pay dividends.
Dividends Paid
Year
|
Date
|
Per common share (Cdn$)
|
2016
|
n/a
|
n/a
|
2017
|
March
16, 2017
|
$0.02
|
2018
|
n/a
|
n/a
|
PLAN OF DISTRIBUTION
The
Company may sell Securities (i) to underwriters or dealers
purchasing as principal, (ii) directly to one or more
purchasers pursuant to applicable statutory exemptions,
(iii) through agents for cash or other consideration, or (iv)
in connection with an acquisition of other businesses, assets or
securities by the Company or a subsidiary of the Company. The
Securities may be sold from time to time in one or more
transactions at fixed prices or non-fixed prices, such as prices
determined by reference to the prevailing price of Securities in a
specified market, at market prices prevailing at the time of sale
or at prices to be negotiated with purchasers, including sales in
transactions that are deemed to be “at the market
distributions” as defined in National Instrument 44-102 -
Shelf Distributions
,
including sales made directly on the TSX, NYSE or other existing
trading markets for the securities. Prices may also vary as between
purchasers and during the period of distribution of Securities. If,
in connection with the offering of securities at a fixed price or
prices, the underwriters have made a bona fide effort to sell all
of the securities at the initial offering price fixed in the
applicable prospectus supplement, the public offering price may be
decreased and thereafter further changed, from time to time, to an
amount not greater than the initial offering price fixed in such
prospectus supplement, in which case the compensation realized by
the underwriters will be decreased by the amount that the aggregate
price paid by purchasers for the securities is less than the gross
proceeds paid by the underwriters to the Company.
The
Prospectus Supplement for any Securities being offered will set
forth the terms of the offering of those Securities, including the
name or names of any underwriters, dealers or agents, the purchase
price of Securities, the proceeds to the Company from the sale if
determinable, any underwriting or agency fees or discounts and
other items constituting underwriters’ or agents’
compensation, any public offering price including the manner of
determining such public offering price in the case of a non-fixed
price distribution, and any discounts or concessions allowed or
re-allowed or paid to dealers or agents. Only underwriters named in
the relevant Prospectus Supplement are deemed to be underwriters in
connection with Securities offered by that Prospectus
Supplement.
Underwriters,
dealers or agents may make sales of Securities in privately
negotiated transactions and/or any other method permitted by law,
including sales deemed to be an "at-the-market" offering as defined
in National Instrument 44-102 -
Shelf Distributions
and subject to
limitations imposed by and the terms of any regulatory approvals
required and obtained under, applicable Canadian securities laws,
which includes sales made directly on an existing trading market
for the Common Shares, or sales made to or through a market maker
other than on an exchange. In connection with any offering of
Securities, except with respect to "at-the-market" offerings, the
underwriters or agents may over-allot or effect transactions which
stabilize or maintain the market price of the offered Securities at
a level above that which might otherwise prevail in the open
market. Such transactions, if commenced, may be commenced,
interrupted or discontinued at any time. No underwriter or dealer
involved in an "at-the-market" offering, as defined under
applicable Canadian securities laws, under this Prospectus, no
affiliate of such an underwriter or dealer and no person or company
acting jointly or in concert with such an underwriter or dealer
will over-allot Securities in connection with such distribution or
effect any other transactions that are intended to stabilize or
maintain the market price of the Securities. In the event that the
Corporation determines to pursue an "at-the-market" offering in
Canada, the Corporation shall apply for the applicable exemptive
relief from the Canadian securities commissions.
If
underwriters purchase Securities as principals, such Securities
will be acquired by the underwriters for their own account and may
be resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The obligations of
the underwriters to purchase those Securities will be subject to
certain conditions precedent, and the underwriters will be
obligated to purchase all Securities offered by the Prospectus
Supplement if any of such Securities are purchased. Any public
offering price and any discounts or concessions allowed or
re-allowed or paid to dealers may be changed from time to
time.
Securities
may also be sold directly by the Company at prices and upon terms
agreed to by the purchaser and the Company through agents
designated by the Company from time to time. Any agent involved in
the offering and sale of Securities pursuant to this Prospectus
will be named, and any commissions payable by the Company to that
agent will be set forth, in the applicable Prospectus Supplement.
Unless otherwise indicated in the Prospectus Supplement, any agent
would be acting on a best efforts basis for the period of its
appointment.
The
Company may agree to pay the underwriters a commission, or the
dealers or agents a fee, for various services relating to the issue
and sale of any Securities offered by this Prospectus. Any such
commission or fee will be paid out of the proceeds of a particular
offering or the Company’s general funds. Underwriters,
dealers and agents who also participate in the distribution of
Securities may be entitled under agreements to be entered into with
the Company to indemnification by the Company against certain
liabilities, including liabilities under securities legislation, or
to contribution with respect to payments that those underwriters,
dealers or agents may be required to make in respect thereof. Such
underwriters, dealers and agents may be customers of, engage in
transactions with, or perform services for the Company in the
ordinary course of business.
CONSOLIDATED
CAPITALIZATION
Since
June 30, 2019, the date of our most recently published interim
financial statements, there have been no material changes in our
consolidated share and loan capital. Information relating to any
issuances of our Common Shares within the previous twelve month
period will be provided as required in the Prospectus Supplement
under the heading “Prior Sales”.
EARNINGS COVERAGE RATIO
If we
offer Debt Securities having a term to maturity in excess of one
year under this Prospectus and any applicable Prospectus
Supplement, the applicable Prospectus Supplement will include
earnings coverage ratios giving effect to the issuance of such
Securities.
DESCRIPTION OF SHARE CAPITAL
Our
authorized share capital consists of an unlimited number of Common
Shares. As of the date of this Prospectus, there are 158,805,581
Common Shares issued and outstanding.
DESCRIPTION OF COMMON SHARES
The
following is a summary of the special rights and restrictions that
attach to the Common Shares. Any alteration of the special rights
and restrictions attached to the Common Shares must be approved by
at least two-thirds of the shareholders voting at a meeting of our
shareholders and, if required, approval of at least two-thirds of
the shareholders voting separately by class or series.
The
holders of the Common Shares are entitled to receive notice of, and
to attend and vote at, all meetings of shareholders (other than
meetings at which only holders of another class or series of shares
are entitled to vote). Each Common Share carries the right to one
vote. The holders of the Common Shares are entitled to receive
dividends declared by the board of directors in respect of the
Common Shares and all dividends shall be declared and paid in equal
amounts per Common Share. In the event of the liquidation,
dissolution or winding-up of the Company, the holders of the Common
Shares will be entitled to receive all of the remaining property
and assets of the Company available for distribution, subject to
the rights of holders of other classes ranking in priority to the
Common Shares with respect to the payment upon liquidation,
dissolution or winding-up, on a pro rata basis. There are no
pre-emptive rights attached to the Common Shares.
DESCRIPTION OF DEBT SECURITIES
The
Company may issue Debt Securities, separately or together, with
Common Shares, Convertible Securities, Warrants, Rights,
Subscription Receipts or Units or any combination thereof, as the
case may be. The Debt Securities will be issued in one or more
series under an indenture (the “
Indenture
”) to be entered into
between the Company and one or more trustees (the
“
Trustee
”) that
will be named in a Prospectus Supplement for a series of Debt
Securities. To the extent applicable, the Indenture will be subject
to and governed by the United States Trust Indenture Act of 1939,
as amended. A copy of the form of the Indenture to be entered into
has been or will be filed with the SEC as an exhibit to the
registration statement and will be filed with the securities
commissions or similar authorities in Canada when it is entered
into. The description of certain provisions of the Indenture in
this section do not purport to be complete and are subject to, and
are qualified in their entirety by reference to, the provisions of
the Indenture. Terms used in this summary that are not otherwise
defined herein have the meaning ascribed to them in the Indenture.
The particular terms relating to Debt Securities offered by a
Prospectus Supplement will be described in the related Prospectus
Supplement. This description may include, but may not be limited
to, any of the following, if applicable:
●
the specific
designation of the Debt Securities;
●
any limit on the
aggregate principal amount of the Debt Securities;
●
the date or dates,
if any, on which the Debt Securities will mature and the portion
(if less than all of the principal amount) of the Debt Securities
to be payable upon declaration of acceleration of
maturity;
●
the rate or rates
(whether fixed or variable) at which the Debt Securities will bear
interest, if any, the date or dates from which any such interest
will accrue and on which any such interest will be payable and the
record dates for any interest payable on the Debt Securities that
are in registered form;
●
the terms and
conditions under which we may be obligated to redeem, repay or
purchase the Debt Securities pursuant to any sinking fund or
analogous provisions or otherwise;
●
the terms and
conditions upon which we may redeem the Debt Securities, in whole
or in part, at our option;
●
the covenants
applicable to the Debt Securities;
●
the terms and
conditions for any conversion or exchange of the Debt Securities
for any other securities;
●
the extent and
manner, if any, to which payment on or in respect of the Securities
of the series will be senior or will be subordinated to the prior
payment of other liabilities and obligations of the
Company;
●
whether the
Securities will be secured or unsecured;
●
whether the Debt
Securities will be issuable in registered form or bearer form or
both, and, if issuable in bearer form, the restrictions as to the
offer, sale and delivery of the Debt Securities which are in bearer
form and as to exchanges between registered form and bearer
form;
●
whether the Debt
Securities will be issuable in the form of registered global
securities (“
Global
Securities
”), and, if so, the identity of the
depositary for such registered Global Securities;
●
the denominations
in which registered Debt Securities will be issuable, if other than
denominations of $1,000 integral multiples of $1,000 and the
denominations in which bearer Debt Securities will be issuable, if
other than $5,000;
●
each office or
agency where payments on the Debt Securities will be made and each
office or agency where the Debt Securities may be presented for
registration of transfer or exchange;
●
if other than
United States dollars, the currency in which the Debt Securities
are denominated or the currency in which we will make payments on
the Debt Securities;
●
material Canadian
federal income tax consequences and United States federal income
tax consequences of owning the Debt Securities;
●
any index, formula
or other method used to determine the amount of payments of
principal of (and premium, if any) or interest, if any, on the Debt
Securities; and
●
any other terms,
conditions, rights or preferences of the Debt Securities which
apply solely to the Debt Securities.
If we
denominate the purchase price of any of the Debt Securities in a
currency or currencies other than United States dollars or a
non-United States dollar unit or units, or if the principal of and
any premium and interest on any Debt Securities is payable in a
currency or currencies other than United States dollars or a
non-United States dollar unit or units, we will provide investors
with information on the restrictions, elections, general tax
considerations, specific terms and other information with respect
to that issue of Debt Securities and such non-United States dollar
currency or currencies or non-United States dollar unit or units in
the applicable Prospectus Supplement.
Each
series of Debt Securities may be issued at various times with
different maturity dates, may bear interest at different rates and
may otherwise vary.
The
terms on which a series of Debt Securities may be convertible into
or exchangeable for Common Shares or other securities of the
Company will be described in the applicable Prospectus Supplement.
These terms may include provisions as to whether conversion or
exchange is mandatory, at the option of the holder or at the option
of the Company, and may include provisions pursuant to which the
number of Common Shares or other securities to be received by the
holders of such series of Debt Securities would be subject to
adjustment.
To the
extent any Debt Securities are convertible into Common Shares or
other securities of the Company, prior to such conversion the
holders of such Debt Securities will not have any of the rights of
holders of the securities into which the Debt Securities are
convertible, including the right to receive payments of dividends
or the right to vote such underlying securities.
DESCRIPTION OF CONVERTIBLE SECURITIES
This
description sets forth certain general terms and provisions that
could apply to any Convertible Securities that the Company may
issue pursuant to this Prospectus. The Company will provide
particular terms and provisions of a series of Convertible
Securities, and a description of how the general terms and
provisions described below may apply to that series, in a
Prospectus Supplement.
The
Convertible Securities will be convertible or exchangeable into
Common Shares and/or other Securities. The Convertible Securities
convertible or exchangeable into Common Shares and/or other
Securities may be offered separately or together with other
Securities, as the case may be. The applicable Prospectus
Supplement will include details of the agreement, indenture or
other instrument to which such Convertible Securities will be
created and issued. The following sets forth the general terms and
provisions of such Convertible Securities under this
Prospectus.
The
particular terms of each issue of such Convertible Securities will
be described in the related Prospectus Supplement. This description
will include, where applicable: (i) the number of such
Convertible Securities offered; (ii) the price at which such
Convertible Securities will be offered; (iii) the procedures
for the conversion or exchange of such Convertible Securities into
or for Common Shares and/or other Securities; (iv) the number
of Common Shares and/or other Securities that may be issued upon
the conversion or exchange of such Convertible Securities;
(v) the period or periods during which any conversion or
exchange may or must occur; (vi) the designation and terms of
any other Convertible Securities with which such Convertible
Securities will be offered, if any; (vii) the gross proceeds
from the sale of such Convertible Securities; and (viii) any
other material terms and conditions of such Convertible
Securities.
DESCRIPTION OF WARRANTS
This
section describes the general terms that will apply to any Warrants
for the purchase of Common Shares (the “
Equity Warrants
”) or for the
purchase of Debt Securities (the “
Debt Warrants
”) that may be
offered by the Company pursuant to this Prospectus.
Warrants
may be offered separately or together with other Securities, as the
case may be. Each series of Warrants may be issued under a separate
warrant indenture or warrant agency agreement to be entered into
between the Company and one or more banks or trust companies acting
as Warrant agent or may be issued as stand-alone contracts. The
applicable Prospectus Supplement will include details of the
Warrant agreements governing the Warrants being offered. The
Warrant agent is expected to act solely as the agent of the Company
and will not assume a relationship of agency with any holders of
Warrant certificates or beneficial owners of Warrants. The
following sets forth certain general terms and provisions of the
Warrants offered under this Prospectus. The specific terms of the
Warrants, and the extent to which the general terms described in
this section apply to those Warrants, will be set forth in the
applicable Prospectus Supplement. A copy of any warrant indenture
or any warrant agency agreement relating to an offering of Warrants
will be filed by us with the relevant securities regulatory
authorities in Canada after it has been entered into by the
Company.
Equity Warrants
The
particular terms of each issue of Equity Warrants will be described
in the related Prospectus Supplement. This description will
include, where applicable:
●
the designation and
aggregate number of the Equity Warrants;
●
the price at which
the Equity Warrants will be offered;
●
the currency or
currencies in which the Equity Warrants will be
offered;
●
the date on which
the right to exercise the Equity Warrants will commence and the
date on which the right will expire;
●
the class and/or
number of Common Shares that may be purchased upon exercise of each
Equity Warrant and the price at which and currency or currencies in
which the Common Shares may be purchased upon exercise of each
Equity Warrant;
●
the terms of any
provisions allowing for adjustment in (i) the class and/or number
of Common Shares or other securities or property that may be
purchased, (ii) the exercise price per Common Share, or (iii) the
expiry of the Equity Warrants;
●
whether the Company
will issue fractional shares;
●
the designation and
terms of any Securities with which the Equity Warrants will be
offered, if any, and the number of the Equity Warrants that will be
offered with each security;
●
the date or dates,
if any, on or after which the Equity Warrants and the related
Securities will be transferable separately;
●
any minimum or
maximum number of Equity Warrants that may be exercised at any one
time;
●
whether the Equity
Warrants will be subject to redemption and, if so, the terms of
such redemption provisions;
●
whether the Company
has applied to list the Equity Warrants and/or the related Common
Shares on a stock exchange; and
●
any other material
terms or conditions of the Equity Warrants.
Debt Warrants
The
particular terms of each issue of Debt Warrants will be described
in the related Prospectus Supplement. This description will
include, where applicable:
●
the designation and
aggregate number of Debt Warrants;
●
the price at which
the Debt Warrants will be offered;
●
the currency or
currencies in which the Debt Warrants will be offered;
●
the designation and
terms of any Securities with which the Debt Warrants are being
offered, if any, and the number of the Debt Warrants that will be
offered with each security;
●
the date or dates,
if any, on or after which the Debt Warrants and the related
Securities will be transferable separately;
●
the principal
amount of Debt Securities that may be purchased upon exercise of
each Debt Warrant and the price at which and currency or currencies
in which that principal amount of Debt Securities may be purchased
upon exercise of each Debt Warrant;
●
the date on which
the right to exercise the Debt Warrants will commence and the date
on which the right will expire;
●
the minimum or
maximum amount of Debt Warrants that may be exercised at any one
time;
●
whether the Debt
Warrants will be subject to redemption, and, if so, the terms of
such redemption provisions; and
●
any other material
terms or conditions of the Debt Warrants.
DESCRIPTION OF
RIGHTS
The
Company may issue Rights to its shareholders for the purchase of
Debt Securities, Common Shares or other Securities. These Rights
may be issued independently or together with any other Security
offered hereby and may or may not be transferable by the
shareholder receiving the Rights in such offering. In connection
with any offering of such Rights, the Company may enter into a
standby arrangement with one or more underwriters or other
purchasers pursuant to which the underwriters or other purchasers
may be required to purchase any Securities remaining unsubscribed
for after such offering.
Each
series of Rights will be issued under a separate rights agreement
which the Company will enter into with a bank or trust company, as
rights agent, all as set forth in the applicable Prospectus
Supplement. The rights agent will act solely as the Company’s
agent in connection with the certificates relating to the Rights
and will not assume any obligation or relationship of agency or
trust with any holders of Rights certificates or beneficial owners
of Rights.
The
applicable Prospectus Supplement will describe the specific terms
of any offering of Rights for which this Prospectus is being
delivered, including the following:
●
the date of
determining the shareholders entitled to the Rights
distribution;
●
the number of
Rights issued or to be issued to each shareholder;
●
the exercise price
payable for each share of Debt Securities, Common Shares or other
Securities upon the exercise of the Rights;
●
the number and
terms of the shares of Debt Securities, Common Shares or other
Securities which may be purchased per each Right;
●
the extent to which
the Rights are transferable;
●
the date on which
the holder’s ability to exercise the Rights shall commence,
and the date on which the Rights shall expire;
●
the extent to which
the Rights may include an over-subscription privilege with respect
to unsubscribed Securities;
●
if applicable, the
material terms of any standby underwriting or purchase arrangement
entered into by us in connection with the offering of such Rights;
and
●
any other terms of
the Rights, including the terms, procedures, conditions and
limitations relating to the exchange and exercise of the
Rights.
DESCRIPTION OF SUBSCRIPTION RECEIPTS
This
section describes the general terms that will apply to Subscription
Receipts that may be offered by the Company pursuant to this
Prospectus.
Subscription
Receipts may be offered separately or together with other
Securities, as the case may be. A copy of the subscription receipt
agreement relating to an offering of Subscription Receipts will be
filed by the Company with the relevant securities regulatory
authorities in each of the provinces of Canada after we have
entered into it. The specific terms of the Subscription Receipts,
and the extent to which the general terms described in this section
apply to those Subscription Receipts, will be set forth in the
applicable Prospectus Supplement. This description will include,
where applicable:
●
the number of
Subscription Receipts;
●
the price at which
the Subscription Receipts will be offered;
●
the procedures for
the exchange of the Subscription Receipts into Common Shares, Debt
Securities and/or
Warrants;
●
the number of
Common Shares, Debt Securities and/or Warrants that may be
exchanged upon exercise of
each
Subscription Receipt;
●
the designation and
terms of any other securities with which the Subscription Receipts
will be offered, if
any,
and the number of Subscription Receipts that will be offered with
each security;
●
terms applicable to
the gross or net proceeds from the sale of the Subscription
Receipts plus any interest
earned
thereon; and
●
any other material
terms and conditions of the Subscription Receipts.
DESCRIPTION OF
UNITS
The
Company may issue Units comprised of one or more of the other
Securities described herein in any combination. The Prospectus
Supplement relating to the particular Units offered thereby will
describe the terms of such Units and, as applicable, the terms of
such other Securities.
Each
Unit is expected to be issued so that the holder of the Unit is
also the holder of each security included in the Unit. Thus, the
holder of a Unit is expected to have the rights and obligations of
a holder of each included security. The Unit agreement under which
a Unit is issued, as the case may be, may provide that the
Securities included in the Unit may not be held or transferred
separately, at any time or at any time before a specified
date.
The
applicable Prospectus Supplement may describe:
●
the designation and
terms of the Units and of the Securities comprising the Units,
including whether and under what circumstances those Securities may
be held or transferred separately;
●
any provisions for
the issuance, payment, settlement, transfer or exchange of the
Units or of the Securities comprising the Units; and
●
any other material
terms and conditions of the Units.
The
preceding description and any description of Units in an applicable
Prospectus Supplement does not purport to be complete and is
subject to and is qualified in its entirety by reference to the
Unit agreement and, if applicable, collateral arrangements and
depositary arrangements relating to such Units.
PRIOR SALES
The following are the only sales of Common Shares, or securities
that are convertible or exchangeable into Common Shares, within the
12 months prior to the date of this Prospectus:
●
Eldorado Gold
granted 2,232,568 stock options of Eldorado Gold on February 26,
2019, each stock option exercisable into one Common Share at a
price of $5.68 per Common Share until February 26, 2024 and 1,947
stock options of Eldorado Gold on June 10, 2019, each stock option
exercisable into one Common Share at a price of $5.72 per Common
Share until June 10, 2024.
●
Eldorado Gold
granted 48,076 pre-Consolidation stock options of Eldorado Gold on
August 20, 2018, each stock option exercisable into one
pre-Consolidation Common Share at a price of $1.23 per
pre-Consolidation Common Share until August 20, 2023. The grant on
August 20, 2018 occurred prior to the Consolidation and
accordingly, following the Consolidation, such stock options are
now exercisable into 9,615 Common Shares at a price of $6.15 per
Common Share.
●
Eldorado
Gold
issued 2,093,
1,100 and 666 Common Shares on each of June 25, 2019, June 26, 2019
and June 27,
2019,
respectively, on the exercise of stock options each at an exercise
price of $6.20 per Common Share.
●
Eldorado Gold
granted 708,495 restricted share units
of
Eldorado
Gold on February
26,
2019,
each
restricted share unit redeemable on February 26, 2022, subject to
vesting,
for
one Common Share. The Common Shares delivered on redemption to
holders of restricted share units are
acquired
by Eldorado Gold on the open
market.
●
Eldorado Gold
granted 19,379 pre-Consolidation restricted share units of Eldorado
Gold on August 20, 2018, each pre-Consolidation restricted share
unit redeemable on August 20, 2021, subject to vesting, for one
pre-Consolidation Common Share. The grant on August 20, 2018
occurred prior to the Consolidation and accordingly, following the
Consolidation, such restricted share units are now redeemable into
3,875 Common Shares. The Common Shares delivered on redemption to
holders of restricted share units are acquired by Eldorado Gold on
the open market.
●
Eldorado Gold
granted 264,803 performance share units of Eldorado Gold on
February 26, 2019, each performance share unit redeemable on
February 26, 2022, subject to vesting, for one Common
Share.
●
Eldorado Gold
granted 37,616 pre-Consolidation performance share units of
Eldorado Gold on August 20, 2018, each pre-Consolidation
performance share unit redeemable on August 20, 2021, subject to
vesting, for one pre-Consolidation Common Share. The grant on
August 20, 2018 occurred prior to the Consolidation and
accordingly, following the Consolidation, such performance share
units are now redeemable into 7.523 Common Shares.
Information in respect of Common Shares, or securities that are
convertible or exchangeable into Common Shares, we issued within
the previous twelve month period of any Prospectus Supplement will
be provided as required in such Prospectus Supplement with respect
to the issuance of Securities pursuant to such Prospectus
Supplement.
TRADING PRICE AND VOLUME
The
Common
Shares
are listed on the
TSX
under the symbol
“
ELD
”
and on the NYSE under
the symbol “EGO”.
The following tables set forth
information relating to the trading and quotation of the Common
Shares on the
TSX and the NYSE, for the months indicated.
Trading price and volume of the Company’s securities will be
provided as required for all of our Common Shares in each
Prospectus Supplement to this Prospectus.
|
|
|
|
|
|
|
|
|
|
|
|
|
August 1-
5
2019
|
|
|
|
|
|
16,924,841
|
July
2019
|
10.79
|
7.69
|
30,714,588
|
|
|
92,527,500
|
June
2019
|
7.65
|
5.14
|
26,174,711
|
|
|
74,713,000
|
May
2019
|
5.66
|
4.10
|
25,587,255
|
|
|
49,734,600
|
April
2019
|
6.41
|
5.41
|
13,697,100
|
|
|
28,377,200
|
March
2019
|
6.83
|
5.46
|
19,632,656
|
5.11
|
|
37,556,900
|
February
2019
|
6.11
|
5.00
|
23,446,179
|
4.63
|
3.80
|
42,535,500
|
January
2019
|
4.95
|
3.36
|
18,929,825
|
3.77
|
2.52
|
37,956,900
|
December
2018
|
4.01
|
0.74
|
33,038,607
|
3.45
|
2.73
|
19,611,000
|
November
2018
|
0.98
|
0.73
|
22,128,476
|
3.75
|
2.75
|
14,598,100
|
October
2018
|
1.25
|
0.86
|
24,484,314
|
4.90
|
3.25
|
23,417,700
|
September
2018
|
1.28
|
1.07
|
23,821,078
|
4.95
|
4.10
|
28,006,700
|
August
2018
|
1.43
|
1.19
|
20,813,976
|
5.50
|
4.50
|
17,791,400
|
July
2018
|
1.52
|
1.30
|
28,763,060
|
5.80
|
4.80
|
13,769,800
|
CERTAIN UNITED STATES FEDERAL
INCOME TAX CONSIDERATIONS
Owning
any of the Securities may subject holders to tax consequences. The
applicable Prospectus Supplement may describe certain U.S. federal
income tax consequences of the acquisition, ownership and
disposition of any of the Securities offered thereunder by an
initial investor who is a U.S. person (within the meaning of the
U.S. Internal Revenue Code of 1986, as amended), including, to the
extent applicable, any such consequences relating to the Securities
payable in a currency other than the U.S. dollar, issued at an
original issue discount for U.S. federal income tax purposes or
containing early redemption provisions or other special items.
Prospective investors should consult their own tax advisors prior
to deciding to purchase any of the Securities.
RISK FACTORS
An
investment in the Securities offered hereby involves a high degree
of risk and should be regarded as speculative due to the nature of
the business. Information regarding the risks affecting Eldorado
and its business is provided in the documents incorporated by
reference in this Prospectus, including in Eldorado’s most
recent AIF under the heading “Risk factors in our
business”. See “Documents Incorporated by
Reference”. Risk factors relating to the Securities are
discussed below and additional risk factors relating to a specific
offering of Securities may be described in the applicable
Prospectus Supplement. The risk factors discussed therein and
herein, as well as risks currently unknown to us, could materially
adversely affect our future business, operations and financial
condition and could cause them to differ materially from the
estimates described in forward-looking information or statements
relating to the Company, or its business, property or financial
results, each of which could cause purchasers of our securities to
lose part or all of their investment. The risks set out below are
not the only risks we face. Risks and uncertainties not currently
known to us or that we currently deem to be immaterial may also
materially and adversely affect our business, financial condition,
results of operations and prospects. In addition to the other
information contained in this Prospectus, you should also refer to
the risk factors and other information set forth or incorporated by
reference in this Prospectus or any applicable Prospectus
Supplement, including our Audited Financial Statements, and related
notes.
Risks Related to the Securities
Future sales or issuances of debt or equity securities could
decrease the value of any existing Common Shares, dilute
investors’ voting power, reduce our earnings per share and
make future sales of our equity securities more
difficult.
We may
sell or issue additional debt or equity securities in offerings to
finance our operations, exploration, development, acquisitions or
other projects. We cannot predict the size of future sales and
issuances of debt or equity securities or the effect, if any, that
future sales and issuances of debt or equity securities will have
on the market price of the Common Shares.
Sales
or issuances of a substantial number of equity securities, or the
perception that such sales could occur, may adversely affect
prevailing market prices for the Common Shares. With any additional
sale or issuance of equity securities, investors will suffer
dilution of their voting power and may experience dilution in the
Company’s earnings per share. Sales of our Common Shares by
shareholders might also make it more difficult for us to sell
equity securities at a time and price that we deem
appropriate.
Market price of Common Shares.
The
market price of the Common Shares could fluctuate significantly.
The market price of the Common Shares may fluctuate based on a
number of factors, including:
●
the Company’s
operating performance and the performance of competitors and other
similar companies;
●
the market’s
reaction to the issuance of securities or to other
financing;
●
changes in general
economic conditions;
●
the number of the
Common Shares outstanding;
●
the arrival or
departure of key personnel; and
●
acquisitions,
strategic alliances or joint ventures involving the Company or its
competitors.
In
addition, the market price of the Common Shares is affected by many
variables not directly related to the Company’s success and
not within the Company’s control, including developments that
affect the industry as a whole, the breadth of the public market
for the Common Shares, and the attractiveness of alternative
investments. In addition, securities markets have recently
experienced an extreme level of price and volume volatility, and
the market price of securities of many companies has experienced
wide fluctuations which have not necessarily been related to the
operating performance, underlying asset values or prospects of such
companies. As a result of these and other factors, the
Company’s share price may be volatile in the
future.
Future sales by existing shareholders could cause our share price
to fall.
Future
sales of Common Shares by shareholders of the Company could
decrease the value of the Common Shares. We cannot predict the size
of future sales by shareholders of the Company, or the effect, if
any, that such sales will have on the market price of the Common
Shares. Sales of a substantial number of Common Shares, or the
perception that such sales could occur, may adversely affect
prevailing market prices for the Common Shares.
We may not pay any cash dividends in the future.
While
the Company has initiated a policy for the payment of dividends on
the Common Shares, there is no certainty as to the amount of any
dividend or that any dividend may be declared in the future. See
“Dividends or Distributions”.
Use of proceeds.
While
detailed information regarding the use of proceeds from the sale of
Securities will be described in the applicable Prospectus
Supplement, the Company will have broad discretion in the actual
application of the net proceeds, and may elect to allocate proceeds
differently from that described in such Prospectus Supplement if it
believes it would be in its best interests to do so as
circumstances change. You may not agree with how the Company
allocates or spends the proceeds from this Offering. The failure by
the Company to apply these funds effectively could have a material
adverse effect on the Company’s business, financial condition
and results of operations.
There is no assurance of a sufficient liquid trading market for the
Common Shares in the future.
Shareholders
of the Company may be unable to sell significant quantities of
Common Shares into the public trading markets without a significant
reduction in the price of their Common Shares, or at all. There can
be no assurance that there will be sufficient liquidity of the
Company’s Common Shares on the trading market, and that the
Company will continue to meet the listing requirements of the TSX
or achieve listing on any other public listing
exchange.
There is currently no market through which the Securities, other
than our Common Shares, may be sold.
There
is currently no market through which the Securities, other than our
Common Shares, may be sold and, unless otherwise specified in the
applicable Prospectus Supplement, the Debt Securities, Convertible
Securities, Warrants, Rights, Subscription Receipts, or Units will
not be listed on any securities or stock exchange or any automated
dealer quotation system. As a consequence, purchasers may not be
able to resell such Debt Securities, Convertible Securities,
Warrants, Rights, Subscription Receipts, or Units purchased under
this Prospectus. This may affect the pricing of the Securities,
other than our Common Shares, in the secondary market, the
transparency and availability of trading prices, the liquidity of
these securities and the extent of issuer regulation. There can be
no assurance that an active trading market for the Securities,
other than our Common Shares, will develop or, if developed, that
any such market, including for our Common Shares, will be
sustained.
The Debt Securities may be unsecured and will rank equally in right
of payment with all of our other future unsecured
debt.
The
Debt Securities may be unsecured and will rank equally in right of
payment with all of our other existing and future unsecured debt.
The Debt Securities may be effectively subordinated to all of our
existing and future secured debt to the extent of the assets
securing such debt. If we are involved in any bankruptcy,
dissolution, liquidation or reorganization, the secured debt
holders would, to the extent of the value of the assets securing
the secured debt, be paid before the holders of unsecured debt
securities, including the debt securities. In that event, a holder
of Debt Securities may not be able to recover any principal or
interest due to it under the Debt Securities.
In
addition, the collateral, if any, and all proceeds therefrom,
securing any Debt Securities may be subject to higher priority
liens in favor of other lenders and other secured parties which may
mean that, at any time that any obligations that are secured by
higher ranking liens remain outstanding, actions that may be taken
in respect of the collateral (including the ability to commence
enforcement proceedings against the collateral and to control the
conduct of such proceedings) may be at the direction of the holders
of such indebtedness.
INTERESTS OF EXPERTS
the extent of the
value of the assets securing the secured debt, be paid before the
holders of unsecured debt securities, including the debt
securities. In that event, a holder of Debt Securities may not be
able to recover any principal or interest due to it under the Debt
Securities.
In
addition, the collateral, if any, and all proceeds therefrom,
securing any Debt Securities may be subject to higher priority
liens in favor of other lenders and other secured parties which may
mean that, at any time that any obligations that are secured by
higher ranking liens remain outstanding, actions that may be taken
in respect of the collateral (including the ability to commence
enforcement proceedings against the collateral and to control the
conduct of such proceedings) may be at the direction of the holders
of such indebtedness.
INTERESTS OF EXPERTS
The
following are the persons or companies who were named as having
prepared or certified a report, valuation, statement or opinion in
this Prospectus, either directly or in a document incorporated by
reference and whose profession or business gives authority to such
report, valuation, statement or opinion made by the person or
company:
●
Paul Skayman,
FAusIMM, Chief Operating Officer of the Company;
●
John Nilsson,
P.Eng., of Nilsson Mine Services;
●
Colm Keogh, P.Eng.,
Manager, Underground Mining for the Company;
●
Stephen Juras,
Ph.D., P.Geo., Director, Technical Services for the
Company;
●
David Sutherland,
P.Eng., Project Manager of the Company;
●
Patrick Forward,
FIMMM;
●
Jacques Simoneau,
P.Geo., Exploration Manager, Eastern Canada for the
Company;
●
Francois Chabot,
P.Eng.;
●
Marianne Utiger of
WSP Canada Inc.;
●
Andy Nichols,
P.Eng. of Waldrop Engineering, Inc.;
●
Andre de Ruijter,
P.Eng. of Waldrop Engineering, Inc.;
●
Richard Miller, P.
Eng., Director, Mine Engineering (Open Pit) for the
Company;
●
Ertan Uludag, P.
Geo., Resource Geologist for the Company; and
●
Peter Lewis, PH.
D., P, Geo., Vice President, Exploration for the
Company.
Certain
technical disclosure included in this Prospectus or incorporated by
reference herein was derived from the following technical
reports:
●
Technical Report,
Skouries Project, Greece effective January 1, 2018 prepared by
Stephen Juras, Ph.D., P.Geo., Paul Skayman, FAusIMM, Rick
Alexander, P.Eng., Colm Keogh, P.Eng. and John Nilsson, P.Eng (the
“
Skouries
Report
”);
●
Technical Report on
the Olympias Project, Au Pb Zn Ag Deposit, Northern Greece dated
July 14, 2011 prepared by Patrick Forward, FIMMM, Antony Francis,
FIMMM, and Neil Liddell, FIMMM (the “
Olympias Report
”);
●
Technical Report on
the Efemçukuru Project dated September 17, 2007 and effective
August 1, 2007 prepared by Stephen Juras, Ph.D., P.Geo., Rick
Alexander, P.Eng., Andy Nichols, P.Eng. and Andre de Ruijter,
P.Eng. (the “
Efemçukuru
Report
”);
●
Technical Report,
Kişladağ
Milling Project,
Turkey effective March 16, 2018 prepared by Stephen Juras, Ph.D.,
P.Geo., Paul Skayman, FAusIMM, David Sutherland, P.Eng. and John
Nilsson, P.Eng.; and
●
Technical Report,
for the Lamaque Project, Québec, Canada effective March 21,
2018 prepared by Stephen Juras, Ph.D., P.Geo., Colm Keogh, P.Eng.,
Jacques Simoneau P.Geo, Francois Chabot, P.Eng., and Marianne
Utiger (the “
Lamaque
Report
”).
Paul
Skayman has also reviewed and approved all reports, valuations,
statements or opinions in the Prospectus, either directly or in a
document incorporated by reference, made by Rick Alexander, Neil
Liddell, Antony Francis, Francois Chabot, Andy Nichols, and Andre
de Ruijter, each of whom were named as having prepared or certified
a report, valuation, statement or opinion in the Prospectus, either
directly or in a document incorporated by reference, including (a)
with respect to Rick Alexander, scientific and technical
information derived from or based upon the scientific and technical
information contained in the Skouries Report and the
Efemçukuru Report; (b) with respect to Neil Liddell,
scientific and technical information derived from or based upon the
scientific and technical information contained in the Olympias
Report; (c) with respect to Antony Francis, scientific and
technical information derived from or based upon the scientific and
technical information contained in the Olympias Report; (d) with
respect to Francois Chabot, scientific and technical information
derived from or based upon the scientific and technical information
contained in the Lamaque Report; (e) with respect to Andy Nichols,
scientific and technical information derived from or based upon the
scientific and technical information contained in the
Efemçukuru Report; and (f) with respect to Andre de Ruijter,
scientific and technical information derived from or based upon the
scientific and technical information contained in the
Efemçukuru Repor, and whose profession or business gives
authority to such report, valuation, statement or opinion made by
the person or company. WSP Canada Inc. has reviewed and approved
all reports, valuations, statements or opinions in the Prospectus,
either directly or in a document incorporated by reference, made by
Marianne Utiger, who is named as having prepared or certified a
report, valuation, statement or opinion in the Prospectus, either
directly or in a document incorporated by reference, including
scientific and technical information derived from or based upon the
scientific and technical information contained in the Lamaque
Report, and whose profession or business gives authority to such
report, valuation, statement or opinion made by the person or
company.
As at
the date hereof, to the best knowledge of the Company, the
aforementioned persons, and the directors, officers and employees
in the aggregate, as applicable, of the aforementioned company,
each held less than one percent of the securities of the Company
when they prepared the report referred to above and, other than
with respect to Rick Alexander, Neil Liddell, Antony Francis,
Antony Francis, Andy Nichols and Andre de Ruijter as at the date
hereof and they did not receive any direct or indirect interest in
any securities of the Company or of any associate or affiliate of
the Company in connection with the preparation of such report. Each
of the aforementioned persons is, or was at the time such person
prepared or certified the relevant report under NI43-101 or
approved the relevant scientific and technical information, a
“qualified person” within the meaning of NI
43-101.
As at
the date hereof, other than as set out above, none of the
aforementioned persons is or is currently expected to be elected,
appointed or employed as a director, officer or employee of the
Company or of any associate or affiliate of the
Company.
LIST OF EXEMPTIONS
The
Company has applied for an exemption from certain requirements of
Sections 7.1 and 7.2 of National Instrument, 44-102 –
Shelf Distributions
(“
NI 44-102
”),
Section 4.2(a)(vii) of National Instrument 44-101 –
Short Form Prospectus
Distributions
(“
NI
44-101
”) and Item 15 of Form 44-101F1 –
Short Form Prospectus
(“
Form
44-101F1
”), with the British Columbia Securities
Commission, as the principal regulator of the Company (evidencing
the decisions of the non-principal regulators in each of the
provinces of Canada, except Ontario), and the Ontario Securities
Commission. Approval of the exemptions, if granted, shall be
evidenced by the issuance of a receipt for the final short form
base shelf prospectus. In the event that the exemptions are
granted, the Company shall not be required to file the written
consent required by Sections 7.1 and 7.2 of NI 44-102 and Section
4.2(a)(vii) of NI 44-101 or provide the disclosure required by Item
15 of Form 44-101F1 with respect to Rick Alexander, an author of
the Skouries Report and the Efemçukuru Report, Neil Liddell,
an author of the Olympias Report, Antony Francis, an author of the
Olympias Report, Francois Chabot, an author of the Lamaque Report,
Andy Nichols an author of the Efemçukuru Report, and Andre de
Ruijter an author of the Efemçukuru Report, in connection with
the filing of (a) the final short form base shelf prospectus and
(b) each prospectus supplement relating to this Prospectus that
requires such consent, provided that Paul Skayman provides a
consent in lieu of a consent from each of Rick Alexander, Neil
Liddell, Antony Francis, Francois Chabot, Andy Nichols and Andre de
Ruijter with respect to the scientific and technical information
derived from or based upon the scientific and technical information
contained in such reports. See “Interests of
Experts”.
LEGAL MATTERS
Certain
legal matters related to our securities offered by this prospectus
will be passed upon on our behalf by Fasken Martineau DuMoulin
LLP.
At the
date hereof, the partners and associates of Fasken Martineau
DuMoulin LLP, as a group each beneficially own, directly or
indirectly, less than one per cent of any outstanding securities of
the Company or any associate or affiliate of the
Company.
AUDITORS, TRANSFER AGENT AND REGISTRAR
Auditors
Our
auditors are KPMG LLP, having an address at 777 Dunsmuir St,
Vancouver, BC V7Y 1K3.
KPMG
LLP has confirmed that they are independent according to the rules
of professional conduct of the Institute of Chartered Professional
Accountants of British Columbia. KPMG LLP are an independent public
accountant in accordance with the securities acts administered by
the SEC and the applicable rules and regulations thereunder and the
requirements of the Public Company Accounting Oversight
Board.
Transfer Agents, Registrars or Other Agents
The
transfer agent and registrar for the Common Shares in Canada is
Computershare Investor Services Inc., at its principal offices
in Vancouver, British Columbia and Toronto, Ontario.
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
The
following documents have been or will be filed with the SEC as part
of the registration statement of which this Prospectus forms a
part: (i) the documents referred to in “Documents
Incorporated by Reference”; (ii) the consents of auditors,
counsel and any experts identified herein, if applicable; (iii)
powers of attorney of the directors and officers of the Company;
and (iv) a copy of the form of indenture for Debt Securities. A
copy of the form of warrant indenture will be filed by
post-effective amendment or by incorporation by reference to
documents filed or furnished with the SEC under the U.S. Exchange
Act.
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS
Indemnification of Directors and Officers.
Under
the
Canada Business
Corporations Act
(the “
CBCA
”), the Registrant may
indemnify a present or former director or officer of the Registrant
or another individual who acts or acted at the Registrant's request
as a director or officer, or an individual acting in a similar
capacity, of another entity, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by the individual in respect of any
civil, criminal, administrative, investigative or other proceeding
in which the individual is involved because of that association
with the Registrant or other entity. The Registrant may not
indemnify such an individual unless the individual acted honestly
and in good faith with a view to the best interests of the
Registrant, or, as the case may be, to the best interests of the
other entity for which the individual acted as a director or
officer or in a similar capacity at the Registrant's request and in
the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, the individual had reasonable
grounds for believing that the individual’s conduct was
lawful. With approval of a court and subject to the sentence above,
the Registrant may indemnify such individuals in respect of an
action by or on behalf of the Registrant or other entity to procure
a judgment in its favor, to which the individual is made a party
because of the individual’s association with the Registrant
or other entity as described above. The Registrant may advance
moneys to an individual described above for the costs, charges and
expenses of a proceeding described above; however, the individual
shall repay the moneys if the individual does not fulfill the
conditions set out above in the second sentence under this
heading. The aforementioned individuals are entitled to
indemnification from the Registrant in respect of all costs,
charges and expenses reasonably incurred by the individual in
connection with the defense of any civil, criminal, administrative,
investigative or other proceeding to which the individual's
association with the Registrant or other entity as described above
if the individual was not judged by the court or other competent
authority to have committed any fault or omitted to do anything
that the individual described above ought to have done provided the
individual fulfills the conditions set out above in the second
sentence under this heading.
The
by-laws of the Registrant provide that, subject to the limitations
contained in the CBCA, the Registrant shall, to the maximum extent
permitted by law, indemnify a director or officer, a former
director or officer, or an individual who acts or acted at the
Registrant’s request as a director or officer, or an
individual acting in a similar capacity, of another entity, and
their heirs and personal representatives, against all costs,
charges and expenses, including an amount paid to settle an action
or satisfy a judgment, reasonably incurred by them in respect of
any civil, criminal, administrative, investigative or other
proceeding to which the individual is involved because of that
association with the Corporation or other entity , if they acted
honestly and in good faith with a view to the best interests of the
Registrant, or, as the case may be, to the best interests of the
other entity for which they acted as director or officer, or in a
similar capacity, at the Registrant's request, and, in the case of
a criminal, administrative, investigative or other proceeding that
is enforced by a monetary penalty, they had reasonable grounds for
believing that their conduct was lawful,, subject to approval of a
court. The by-laws of the Registrant provide that the
Registrant may purchase and maintain insurance for the benefit of a
director or officer, a former director or officer, or an individual
who acts or acted at the Registrant's request as a director or
officer, or an individual acting in a similar capacity, of another
entity, and their heirs and personal representatives, against any
liabilities incurred by the individual in that individual’s
capacity as a director or officer of the Registrant or in that
individual’s capacity as a director or officer, or similar
capacity, of another entity, if the individual acts or has acted in
the capacity at the Registrant’s request, subject to the
provisions of the CBCA.
Insofar
as indemnification for liabilities arising under the U.S.
Securities Act may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions,
the Registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the U.S. Securities Act and is
therefore unenforceable.
Exhibit
|
Description
|
|
|
|
Annual
Information Form of the Registrant dated March 29, 2019
(incorporated by reference to Exhibit 99.1 of the
Registrant’s Registration Statement on Form 40-F, filed with
the Commission on March 29, 2019)
|
|
|
|
Audited
Annual Consolidated Financial Statements of the Registrant, the
notes thereto and the report of the independent registered public
accounting firm thereon for the fiscal years ended December 31,
2018 and December 31, 2017 (incorporated by reference to Exhibit
99.2 of the Registrant’s Registration Statement on Form 40-F,
filed with the Commission on March 29, 2019)
|
|
|
|
Management’s
Discussion and Analysis for the fiscal years ended December 31,
2018 and December 31, 2017 (incorporated by reference to Exhibit
99.3 of the Registrant’s Registration Statement on Form 40-F,
filed with the Commission on March 29, 2019)
|
|
|
|
Management
Proxy Circular of the Registrant dated March 18, 2019 prepared in
connection with the annual and special meeting of shareholders of
the Registrant held on May 2, 2019 (incorporated by reference to
Exhibit 99.3 of the Registrant’s Current Report on Form 6-K,
filed with the Commission on April 1, 2019)
|
|
|
|
Unaudited
Condensed Consolidated Interim Financial Statements of the
Registrant for the three and six months ended June 30, 2019 and
June 30, 2018 (incorporated by reference to Exhibit 99.1 of the
Registrant’s Current Report on Form 6-K, filed with the
Commission on August 2, 2019)
|
|
|
|
Management’s
Discussion and Analysis for the three and six months ended June 30,
2019 and June 30, 2018 (incorporated by reference to Exhibit 99.2
Registrant’s Current Report on Form 6-K, filed with the
Commission on August 2, 2019)
|
|
|
|
Material Change Report of the Registrant dated
August 2, 2019 relating to the financial and operational results
for the second quarter of 2019
|
|
|
|
Material Change Report of the Registrant dated
June 10, 2019 relating to the pricing and completion of its offer
of up to $300 million aggregate principal amount of senior secured
second lien notes and the completion of a $450 million amended and
restated senior secured credit facility (incorporated by reference
to Exhibit 99.1 of the Registrant’s Current Report on Form
6-K, filed with the Commission on June 10,
2019)
|
|
|
|
Material Change Report of the Registrant dated
May 17, 2019 relating to the $450 million senior secured credit
facility and an offer of up to $300 million aggregate principal
amount of senior secured second lien notes (incorporated by
reference to Exhibit 99.1 of the Registrant’s Current Report
on Form 6-K, filed with the Commission on May 17,
2019)
|
|
|
|
Material Change Report of the Registrant dated
May 7, 2019 relating to the financial and operational results for
the first quarter of 2019
|
|
|
|
Material Change Report of the
Registrant
dated February 28, 2019
relating to the financial and operational results for the year
ended December 31, 2018
|
|
|
|
Material Change Report of the Registrant dated
January 31, 2019 relating to the decision to resume mining and leap
leaching at its Kışladağ mine and its consolidated
2019 – 2021 outlook
|
|
|
|
Material Change Report of the Company dated
January 4, 2019 relating to the completion of the
Registrant’s share consolidation
|
|
|
|
Consent of KPMG LLP
|
|
|
5.2*
|
Consent of Mr. Colm Keogh,
P.Eng.
|
|
|
5.3*
|
Consent of Mr. Jacques
Simoneau, P.Geo.
|
|
|
5.4*
|
Consent of Mr. John Nilsson,
P.Eng.
|
|
|
5.5*
|
Consent of Mr. Patrick
Forward, FIMMM
|
|
|
5.6*
|
Consent of Mr. Paul
Skayman, FAusIMM
|
|
|
5.7*
|
Consent of WSP Canada
Inc.
|
|
|
5.8*
|
Consent of Mr. Stephen
Juras, P.Geo.
|
|
|
5.9*
|
Consent of Mr. David
Sutherland, P.Eng.
|
|
|
5.10*
|
Consent of Mr. Ertan
Uludag, P.Geo
|
|
|
5.11*
|
Consent of Mr. Peter Lewis,
P.Geo
|
|
|
5.12*
|
Consent of Mr. Richard Miller,
P.Eng.
|
|
|
6.1
|
Powers of Attorney (included on the signature
page of this Registration Statement).
|
|
|
|
Form of Indenture
|
|
|
*
|
To be
filed by amendment.
|
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Item 1. Undertaking.
The
Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to the securities registered
pursuant to this Form F-10 or to transactions in said
securities.
Item 2. Consent to Service of Process.
|
(a)
|
Concurrently
with the filing of this Registration Statement, the Registrant is
filing with the Commission a written irrevocable consent and power
of attorney on Form F-X.
|
|
|
|
|
(b)
|
Any
change to the name or address of the Registrant’s agent for
service shall be communicated promptly to the Commission by
amendment to Form F-X referencing the file number of this
Registration Statement.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form F-10 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Vancouver,
British Columbia, Canada, on this 6
th
day of August,
2019.
|
ELDORADO GOLD CORPORATION
|
|
|
|
|
|
Date: August, 6,
2019
|
By:
|
/s/
George
Burns
|
|
|
|
Name: George
Burns
|
|
|
|
Title:
President and Chief Exective Officer
|
|
POWERS OF ATTORNEY
Each
person whose signature appears below constitutes and appoints
George Burns and Philip Yee and each of them, either of whom may
act without the joinder of the other, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement and
registration statements filed pursuant to Rule 429 under the
Securities Act, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the U.S. Securities
and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or their
substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated
Signature
|
|
Title
|
|
Date
|
|
|
|
|
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/s/
George
Burns
|
|
President, Chief
Executive Officer and Director
|
|
August 6,
2019
|
George
Burns
|
|
|
|
|
|
|
|
|
|
/s/
Philip
Yee
|
|
Chief Financial
Officer
|
|
August 6,
2019
|
Philip
Yee
|
|
|
|
|
|
|
|
|
|
/s/
George
Albino
|
|
Chair of the Board
of Directors
|
|
August 6,
2019
|
George
Albino
|
|
|
|
|
|
|
|
|
|
/s/
Pamela
Gibson
|
|
Director
|
|
August 6,
2019
|
Pamela
Gibson
|
|
|
|
|
|
|
|
|
|
/s/
Teresa
Conway
|
|
Director
|
|
August 6,
2019
|
Teresa
Conway
|
|
|
|
|
|
|
|
|
|
/s/
Geoffrey
Handley
|
|
Director
|
|
August 6,
2019
|
Geoffrey
Handley
|
|
|
|
|
|
|
|
|
|
/s/
Michael
Price
|
|
Director
|
|
August 6,
2019
|
Michael
Price
|
|
|
|
|
|
|
|
|
|
/s/
Steven
Reid
|
|
Director
|
|
August 6,
2019
|
Steven
Reid
|
|
|
|
|
|
|
|
|
|
/s/
John
Webster
|
|
Director
|
|
August 6,
2019
|
John
Webster
|
|
|
|
|
AUTHORIZED REPRESENTATIVE
Pursuant
to the requirements of Section 6(a) of the Securities Act of 1933,
the Authorized Representative has duly caused this Registration
Statement to be signed on its behalf by the undersigned, solely in
his capacity as the duly authorized representative of the
Registrant in the United States, on this 6
th
day of August,
2019.
|
|
|
|
|
|
|
|
By:
|
/s/
George
Albino
|
|
|
|
Name: George
Albino
|
|
|
|
Title:
Chair of the Board of Directors
|
|
EXHIBIT INDEX
Exhibit
|
Description
|
|
|
|
Annual
Information Form of the Registrant dated March 29, 2019
(incorporated by reference to Exhibit 99.1 of the
Registrant’s Registration Statement on Form 40-F, filed with
the Commission on March 29, 2019)
|
|
|
|
Audited
Annual Consolidated Financial Statements of the Registrant, the
notes thereto and the report of the independent registered public
accounting firm thereon for the fiscal years ended December 31,
2018 and December 31, 2017 (incorporated by reference to Exhibit
99.2 of the Registrant’s Registration Statement on Form 40-F,
filed with the Commission on March 29, 2019)
|
|
|
|
Management’s
Discussion and Analysis for the fiscal years ended December 31,
2018 and December 31, 2017 (incorporated by reference to Exhibit
99.3 of the Registrant’s Registration Statement on Form 40-F,
filed with the Commission on March 29, 2019)
|
|
|
|
Management
Proxy Circular of the Registrant dated March 18, 2019 prepared in
connection with the annual and special meeting of shareholders of
the Registrant held on May 2, 2019 (incorporated by reference to
Exhibit 99.3 of the Registrant’s Current Report on Form 6-K,
filed with the Commission on April 1, 2019)
|
|
|
|
Unaudited
Condensed Consolidated Interim Financial Statements of the
Registrant for the three and six months ended June 30, 2019 and
June 30, 2018 (incorporated by reference to Exhibit 99.1 of the
Registrant’s Current Report on Form 6-K, filed with the
Commission on August 2, 2019)
|
|
|
|
Management’s
Discussion and Analysis for the three and six months ended June 30,
2019 and June 30, 2018 (incorporated by reference to Exhibit 99.2
Registrant’s Current Report on Form 6-K, filed with the
Commission on August 2, 2019)
|
|
|
|
Material
Change Report of the Registrant dated August 2, 2019 relating to
the financial and operational results for the second quarter of
2019
|
|
|
|
Material
Change Report of the Registrant dated June 10, 2019 relating to the
pricing and completion of its offer of up to $300 million aggregate
principal amount of senior secured second lien notes and the
completion of a $450 million amended and restated senior secured
credit facility (incorporated by reference to Exhibit 99.1 of the
Registrant’s Current Report on Form 6-K, filed with the
Commission on June 10, 2019)
|
|
|
|
Material
Change Report of the Registrant dated May 17, 2019 relating to the
$450 million senior secured credit facility and an offer of up to
$300 million aggregate principal amount of senior secured second
lien notes (incorporated by reference to Exhibit 99.1 of the
Registrant’s Current Report on Form 6-K, filed with the
Commission on May 17, 2019)
|
|
|
|
Material
Change Report of the Registrant dated May 7, 2019 relating to the
financial and operational results for the first quarter of
2019
|
|
|
|
Material
Change Report of the
Registrant
dated February 28, 2019
relating to the financial and operational results for the year
ended December 31, 2018
|
|
|
|
Material
Change Report of the Registrant dated January 31, 2019 relating to
the decision to resume mining and leap leaching at its
Kışladağ mine and its consolidated 2019 – 2021
outlook
|
|
|
|
Material
Change Report of the Company dated January 4, 2019 relating to the
completion of the Registrant’s share
consolidation
|
|
|
|
Consent
of KPMG LLP
|
|
|
5.2*
|
Consent of Mr. Colm Keogh, P.Eng.
|
|
|
5.3*
|
Consent of Mr. Jacques Simoneau, P.Geo.
|
|
|
5.4*
|
Consent
of Mr. John Nilsson, P.Eng.
|
|
|
5.5*
|
Consent of Mr. Patrick Forward, FIMMM
|
|
|
5.6*
|
Consent of Mr. Paul Skayman, FAusIMM
|
|
|
5.7*
|
Consent of WSP Canada Inc.
|
|
|
5.8*
|
Consent of Mr. Stephen Juras, P.Geo.
|
|
|
5.9*
|
Consent of Mr. David Sutherland, P.Eng.
|
|
|
5.10*
|
Consent of Mr. Ertan Uludag, P.Geo
|
|
|
5.11*
|
Consent
of Mr. Peter Lewis, P.Geo
|
|
|
5.12*
|
Consent
of Mr. Richard Miller, P.Eng.
|
|
|
6.1
|
Powers
of Attorney (included on the signature page of this Registration
Statement).
|
|
|
|
Form
of Indenture
|
|
|
*
|
To be
filed by amendment.
|
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