Blueprint
As filed with the Securities and Exchange Commission on
August 26,
2019.
Registration No. 333-233055
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
AMENDMENT
NO.1 TO
FORM F-10/A
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
ELDORADO
GOLD CORPORATION
(Exact name of Registrant as specified in its charter)
Canada
|
1041
|
N/A
|
(Province or other Jurisdiction of Incorporation or
Organization)
|
(Primary Standard Industrial Classification
|
(I.R.S. Employer Identification Number,
if
|
|
Code Number)
|
applicable)
|
|
|
|
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
|
Kenneth
G. Sam
|
Steve
Saville
|
James
Guttman
|
Fasken
Martineau DuMoulin LLP
|
Dorsey
& Whitney LLP
|
550
Burrard Street, Suite 2900
|
Brookfield
Place
|
Vancouver,
B.C. V6C 0A3
|
161
Bay Street
|
Canada
|
Suite
4310
|
(604)
631-3131
|
Toronto,
ON M5J 2S1
|
|
Canada
|
|
(416)
367-7370
|
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.
|
[ ] 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).
|
|
|
B.
|
[x] at some future
date (check the appropriate box below)
|
|
1.
|
[ ] pursuant to
Rule 467(b) on ( ) at ( ) (designate a time not sooner than 7
calendar days after filing).
|
|
|
|
|
2.
|
[ ] 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 ( ).
|
|
|
|
|
3.
|
[x]
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.
|
|
|
|
|
4.
|
[ ] after the filing of the next
amendment to this Form (if preliminary material is being
filed).
|
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]
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 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.
SHORT
FORM BASE SHELF PROSPECTUS
New Issue
|
|
August 26, 2019
|
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 23, 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 $12.19. On August 23, 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 $9.16.
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
|
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.
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
|
Page
|
FORWARD-LOOKING STATEMENTS
|
1
|
GENERAL MATTERS
|
2
|
EXCHANGE RATE INFORMATION
|
3
|
NON-GAAP FINANCIAL MEASURES
|
3
|
DOCUMENTS INCORPORATED BY REFERENCE
|
3
|
FINANCIAL INFORMATION
|
5
|
AVAILABLE INFORMATION
|
5
|
CAUTIONARY NOTE FOR UNITED STATES INVESTORS
|
6
|
ENFORCEABILITY OF CIVIL LIABILITIES BY U.S. AND CANADIAN
INVESTORS
|
6
|
THE COMPANY
|
7
|
RECENT DEVELOPMENTS
|
7
|
USE OF PROCEEDS
|
8
|
DIVIDENDS OR DISTRIBUTIONS
|
8
|
PLAN OF DISTRIBUTION
|
9
|
CONSOLIDATED
CAPITALIZATION
|
10
|
EARNINGS COVERAGE RATIO
|
10
|
DESCRIPTION OF SHARE CAPITAL
|
10
|
DESCRIPTION OF COMMON SHARES
|
10
|
DESCRIPTION OF DEBT SECURITIES
|
11
|
DESCRIPTION OF CONVERTIBLE SECURITIES
|
12
|
DESCRIPTION OF
WARRANTS
|
13
|
DESCRIPTION OF RIGHTS
|
14
|
DESCRIPTION OF SUBSCRIPTION RECEIPTS
|
15
|
DESCRIPTION OF UNITS
|
15
|
PRIOR SALES
|
16
|
TRADING PRICE AND VOLUME
|
16
|
CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSIDERATIONS
|
17
|
RISK FACTORS
|
17
|
INTERESTS OF EXPERTS
|
19
|
LIST OF EXEMPTIONS
|
21
|
LEGAL MATTERS
|
22
|
AUDITORS, TRANSFER AGENT AND REGISTRAR
|
22
|
DOCUMENTS FILED AS PART OF THE REGISTRATION
STATEMENT
|
22
|
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,
|
|
|
Six
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 23, 2019,
the Bank of Canada spot exchange rate for the purchase of US$1.00
using Canadian dollars was $1.3310
($1.00 =US$0.7513).
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 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
used 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, for exploration and development of the Company’s
mineral properties in Turkey, Canada and Greece, and for the
repayment of outstanding debt of the Company. 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;
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 1-23, 2019
|
|
|
|
|
|
|
July
2019
|
10.79
|
7.69
|
30,714,588
|
8.18
|
5.56
|
92,527,500
|
June
2019
|
7.65
|
5.14
|
26,174,711
|
5.82
|
3.81
|
74,713,000
|
May
2019
|
5.66
|
4.10
|
25,587,255
|
4.22
|
3.05
|
49,734,600
|
April
2019
|
6.41
|
5.41
|
13,697,100
|
4.82
|
4.02
|
28,377,200
|
March
2019
|
6.83
|
5.46
|
19,632,656
|
5.11
|
4.10
|
37,556,900
|
February
2019
|
6.11
|
5.00
|
23,446,179
|
4.63
|
3.80
|
42,535,500
|
January
2019(1)
|
4.95
|
3.36
|
18,929,825
|
3.77
|
2.52
|
37,956,900
|
December
2018(1)
|
4.01
|
0.74
|
33,038,607
|
2.95
|
0.55
|
93,927,800
|
November
2018
|
0.98
|
0.73
|
22,128,476
|
0.75
|
0.55
|
72,990,500
|
October
2018
|
1.25
|
0.86
|
24,484,314
|
0.98
|
0.65
|
117,088,500
|
September
2018
|
1.28
|
1.07
|
23,821,078
|
0.99
|
0.82
|
140,033,500
|
August
2018
|
1.43
|
1.19
|
20,813,976
|
1.10
|
0.90
|
88,957,000
|
July
2018
|
1.52
|
1.30
|
28,763,060
|
1.16
|
0.96
|
68,849,000
|
Notes:
(1)
Eldorado
Gold completed the Consolidation of its Common Shares, on the basis
of one post-consolidation Common Shares for every five
pre-consolidation Common Shares, on December 27, 2018. The Common
Shares commenced trading on the TSX and the NYSE on a
post-Consolidation basis effective at the opening of trading on
December 31, 2018
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 Wardrop Engineering, Inc.;
●
Andre de Ruijter,
P.Eng. of Wardrop 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”).
(collectively,
the “Technical
Reports”)
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 Report, 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”.
The
AIF is incorporated by reference in this Prospectus. The AIF
contains scientific and technical information derived from or based
upon the scientific and technical information contained in the
Technical Reports. The Company has obtained from the regulators an
exemption from producing a consent from the following individuals
who prepared portions of certain of the Technical Reports on the
following basis:
●
Rick
Alexander with respect to the Skouries Report and the
Efemçukuru Report on the basis that (i) Mr. Alexander was an
employee of the Company but is no longer an employee of the
Company; (ii) there are four and one other qualified persons who
prepared the Skouries Report and the Efemçukuru Report
respectively,who have produced the requisite expert consents; and
(iii) Mr. Alexander was responsible for Sections 1-6, and 18-27 of
the Skouries Report and Section 18 of the Efemçukuru
Report;
●
Neil
Liddell with respect to the Olympias Report on the basis that (i)
Mr. Liddell has retired and is no longer a “qualified
person”; (ii) there is one other qualified person who
prepared the Olympias Report who has produced the requisite expert
consent; and (iii) Mr. Liddell prepared Sections 15 and 16 and a
portion of Section 18;
●
Antony
Francis with respect to the Olympias Report on the basis that (i)
Mr. Francis has retired and is no longer a “qualified
person”; (ii) there is one other qualified person who
prepared the Olympias Report who has produced the requisite expert
consent; and (iii) Mr. Francis prepared Sections 13 and
17;
●
Francois
Chabot with respect to the Lamaque Report on the basis that (i) Mr.
Chabot was an employee of the Company but is no longer an employee
of the Company; (ii) there are four other qualified persons who
prepared the Lamaque Report who have produced the requisite expert
consent or alternative expert consent; and (iii) Mr. Chabot was
responsible for Section 20 and contributed to Sections 1, 25 and 26
on the Lamaque Report;
●
Andy
Nichols with respect to the Efemçukuru Report on the basis
that (i) Mr. Nichols is no longer with Wardrop Engineering, Inc.;
(ii) there is one other qualified person who prepared the
Efemçukuru Report who has produced the requisite expert
consent; and (iii) Mr. Nichols prepared Sections 1-5, 17, 19 and
21-22 of the Efemçukuru Report; and
●
Andre
de Ruijter with respect to the Efemçukuru Report on the basis
that (i) Mr. de Ruijter is no longer with Wardrop Engineering,
Inc.; (ii) there is one other qualified person who prepared the
Efemçukuru Report who has produced the requisite expert
consent; and (iii) Mr. de Ruijter prepared Sections 16 and 20 of
the Efemçukuru Report; and
Paul Skayman, FAusIMM, Chief Operating Officer of
the Company, and co-author of the Skouries Report, confirms that he
has read this Prospectus and all information incorporated by
reference herein and that he has no reason to believe that there
are any misrepresentations (as defined in the Securities Act
(British Columbia)) contained herein
that are (A) derived from the Skouries Report, Olympias Report, the
Efemçukuru Report and the Lamaque Report (including the
sections authored or co-authored by Rick Alexander, Neil Liddell,
Antony Francis, Francois Chabot, Andy Nichols and Andre de
Ruijter); or (B) within his knowledge as a result of the services
he performed in connection with the Skouries Report, Olympias
Report, the Efemçukuru Report and the Lamaque Report; and
there have been no changes to the project subject of the Skouries
Report, Olympias Report, the Efemçukuru Report and the Lamaque
Report.
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
|
|
|
|
Consent of Mr. Colm Keogh,
P.Eng.
|
|
|
|
Consent of Mr. Jacques Simoneau,
P.Geo.
|
|
|
|
Consent of Mr. John Nilsson,
P.Eng.
|
|
|
|
Consent of Mr. Patrick Forward,
FIMMM
|
|
|
|
Consent of Mr. Paul Skayman,
FAusIMM
|
|
|
|
Consent of WSP Canada
Inc.
|
|
|
|
Consent of Mr. Stephen Juras,
P.Geo.
|
|
|
|
Consent of Mr. David Sutherland,
P.Eng.
|
|
|
|
Consent of Mr. Ertan Uludag,
P.Geo
|
|
|
|
Consent
of Mr. Peter Lewis, P.Geo
|
|
|
|
Consent
of Mr. Richard Miller, P.Eng.
|
|
|
|
Powers of Attorney (included on the
signature page of the F-10
Registration Statement filed with the
Commission on August 6,
2019).
|
|
|
|
Form
of Indenture
|
|
|
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 Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, British Columbia, Canada, on
this 26th day of August, 2019.
|
ELDORADO GOLD CORPORATION
|
|
|
|
|
|
|
By:
|
/s/ George R.
Burns
|
|
|
|
Name: George
Burns
|
|
|
|
Title: President
and Chief Exective Officer
|
|
POWERS
OF ATTORNEY
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
|
|
|
|
|
|
/s/ George R.
Burns
|
|
President, Chief
Executive Officer and Director
|
|
August
26, 2019
|
George
Burns
|
|
|
|
|
|
|
|
|
|
*
|
|
Chief Financial
Officer
|
|
August
26, 2019
|
Philip
Yee
|
|
|
|
|
|
|
|
|
|
*
|
|
Chair of the Board
of Directors
|
|
August
26, 2019
|
George
Albino
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August
26, 2019
|
Pamela
Gibson
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August
26, 2019
|
Teresa
Conway
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August
26, 2019
|
Geoffrey
Handley
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August
26, 2019
|
Michael
Price
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August
26, 2019
|
Steven
Reid
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August
26, 2019
|
John
Webster
|
|
|
|
|
*By: /s/ George R.
Burns
Name: George Burns
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
26th
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
|
|
|
|
Consent of Mr. Colm Keogh, P.Eng.
|
|
|
|
Consent of Mr. Jacques Simoneau, P.Geo.
|
|
|
|
Consent
of Mr. John Nilsson, P.Eng.
|
|
|
|
Consent of Mr. Patrick Forward, FIMMM
|
|
|
|
Consent of Mr. Paul Skayman, FAusIMM
|
|
|
|
Consent of WSP Canada Inc.
|
|
|
|
Consent of Mr. Stephen Juras, P.Geo.
|
|
|
|
Consent of Mr. David Sutherland, P.Eng.
|
|
|
|
Consent of Mr. Ertan Uludag, P.Geo
|
|
|
|
Consent
of Mr. Peter Lewis, P.Geo
|
|
|
|
Consent
of Mr. Richard Miller, P.Eng.
|
|
|
|
Powers of
Attorney (included on the signature page of the F-10 Registration
Statement filed with the Commission on August 6,
2019)
|
|
|
|
Form
of Indenture
|
|
|