Eldorado Gold Corporation (TSX:ELD) entered into a definitive arrangement to acquire remaining 81.6% stake in QMX Gold Corporation (TSXV:QMX) for CAD 95.3 million on January 20, 2021. Under the terms of the Arrangement, each holder of QMX shares will receive, for each QMX share held, (i) CAD 0.075 in cash and (ii) 0.01523 of an Eldorado common share, for total consideration of CAD 0.30 per QMX share. The agreement also provides for a termination fee of CAD 6.6 million to be paid by QMX to Eldorado if the Agreement is terminated in certain specified circumstances. Following the completion of the Arrangement, QMX shareholders will own approximately 2.8% of the issued and outstanding shares of Eldorado. QMX intends to call a meeting of shareholders to be held in March 2021 to seek shareholder approval for the arrangement, (includes approval of at least 66 2/3% of the votes cast by QMX shareholders and a simple majority of the votes cast by QMX shareholders, excluding votes from certain shareholders, including Eldorado, as required under Multilateral Instrument 61-101) subject to the receipt of court, stock exchange and any other required regulatory approvals, and is subject to certain other customary closing conditions for transactions of this nature. The transaction is subject to necessary conditional approvals or equivalent approvals of the TSX-V, the TSX and the NYSE in respect of the listing of the consideration shares. The Arrangement does not require the approval of the shareholders of Eldorado. Following the review and in consideration of, amongst other things, the Fairness Opinion, the Special Committee has unanimously recommended that the board of directors of QMX approve the Arrangement. The QMX board, following the receipt and review of recommendations from the Special Committee, has unanimously approved the agreement and the arrangement and has determined that the arrangement is fair to shareholders of QMX. The agreement has also been unanimously approved by the board of directors of Eldorado. The directors and senior officers of QMX, holding in aggregate over 1% of the issued and outstanding shares, have entered into voting support agreements to vote their shares in favor of the transaction. As of March 23, 2021, QMX shareholders approved the transaction. As of April 1, 2021 QMX obtained a final order of the Ontario Superior Court of Justice approving the deal. The companies are working towards closing the transaction in late March / early April 2021. As of March 23, 2021, the transaction is expected to close on or about April 6, 2021. As of April 1, 2021 Arrangement is expected to close on or about April 7, 2021.

Canaccord Genuity Corp. provided fairness opinion and also acted as financial advisor to special committee of independent directors of QMX pursuant to this agreement. Trinity Advisors Corporation acted as financial advisor and Georald Ingborg and Brad Moore of Fasken Martineau DuMoulin LLP as legal advisor to Eldorado. Michael Rennie, Sanjeev Patel and Katy M. Pitch of Wildeboer Dellelce LLP is acting as legal advisors to QMX and the Special Committee in connection with the transaction. Laurel Hill Advisory Group, LLC acted as a proxy solicitor to QMX. Dorsey & Whitney LLP acted as legal advisor to Eldorado Gold Corporation.

Eldorado Gold Corporation (TSX:ELD) completed the acquisition of remaining 81.6% stake in QMX Gold Corporation (TSXV:QMX) on April 7, 2021.