Report of Foreign Issuer (6-k)

 

FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of April, 2019

Commission File Number  001-31522

Eldorado Gold Corporation (Translation of registrant's name into English)

1188-550 Burrard Street Bentall 5 Vancouver, B.C. Canada  V6C 2B5 (Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F....[   ]..... Form 40-F...[.X.]...

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  [    ]  No [ X ]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

 

 

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: April 1, 2019

ELDORADO GOLD CORPORATION   /s/ Karen Aram Karen Aram, Corporate Secretary

 

Exhibits

99.1  Notice of Meeting

99.2  Letter to Shareholders

99.3  Management Proxy Circular

99.4  Form of Proxy

99.5  NI Card

 

 

  Exhibit 99.1

 

NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS

 

WHEN

 

Thursday, May 2, 2019 at 3:00p.m. Pacific time

 

WHERE

 

Terminal City Club

Skidmore Room

837 West Hastings Street

Vancouver, BC V6C 1B6

 

ITEMS OF BUSINESS:

 

1. Receive our 2018 annual audited financial statements

2. Elect eight directors for the coming year

3. Re-appoint KPMG as auditor for the coming year

4. Authorize the directors to set the auditor’s pay

5. Approve a non-binding advisory resolution on executive compensation

 

 

YOUR VOTE IS IMPORTANT

 

You are entitled to receive this notice vote at our 2019 and Annual Meeting of Shareholders (“2019 Annual Meeting”) if you owned common shares of Eldorado Gold Corporation (Eldorado or “the Company”) as of the close of business on March 18, 2019 (“the record date” for the 2019 Annual Meeting).

 

 

NOTICE-AND-ACCESS

 

We are using notice-and-access procedures to deliver our 2019 meeting materials to shareholders. You are receiving this notice with information on how you can access the Circular electronically, along with a proxy – or, in the case of non-registered shareholders, a voting instruction form – by which to vote at the meeting or submit your voting instructions.

 

The Circular, Form of Proxy, Annual Return Card, shareholder letter, Annual Audited Consolidated Financial Statements and associated Management’s Discussion and Analysis (“MD&A”) are available on our website (www.eldoradogold.com/shareholder-materials) as of April 1, 2019 and will remain on the website for one full year. You can also access the meeting materials through our public filings on the SEDAR website (www.sedar.com) and the United States Securities and Exchange Commission (“SEC”) website (www.sec.gov), under Eldorado’s name.

 

The Circular contains important information about the meeting and the Company. We encourage and remind you to access and review the Circular prior to voting.

 

 

 

ELDORADO GOLD 2019 NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS

 

 

 

The Company will mail paper copies of the meeting materials to those shareholders who had previously elected to receive paper copies. All other shareholders will receive this notice along with a form of proxy or voting instruction form, as applicable. If you received this notice and want to obtain paper copies of the full meeting materials, they can be requested, without charge, by contacting us as follows:

 

 

		[e-mail]
		1 604 687 4018 or 1 888 353 8166 (toll-free)
		1 604 687 4026
		1188 Bentall 5, 550 Burrard Street, Vancouver, BC V6C 2B5 Attention: Corporate Secretary

 

To receive the Circular in advance of the proxy deposit date and meeting date, requests for printed copies must be received at least five business days in advance of the proxy deposit date and time set out in the accompanying proxy or voting instruction form.

 

Shareholders are able to request future copies of the annual audited Consolidated Financial Statements and MD&A and/or interim consolidated financial report and MD&A by marking the appropriate box on the annual return card included with this notice, as applicable. All registered shareholders will receive the annual audited Consolidated Financial Statements and MD&A.

 

 

SUBMITTING YOUR VOTE

 

If you are a registered shareholder and are unable to attend the meeting, please complete the enclosed form of proxy and return it as soon as possible. To be valid, proxies must be returned by 3:00p.m. on Tuesday, April 30, 2019 to our transfer agent at:

 

Computershare Trust Company of Canada

8th Floor, 100 University Avenue

Toronto, ON M5J 2Y1

 

You may also vote by telephone or internet by following the instructions on your proxy.

 

If you are a non-registered shareholder, you should follow the instructions on your voting instruction form in order to submit your voting instructions to your intermediary or its agent. You should submit your voting instructions to your intermediary or its agent as instructed as soon as possible, so that your intermediary or its agent has sufficient time to submit your vote prior to the voting deadline of 3:00p.m. on Tuesday, April 30, 2019.

 

If you have any questions or need assistance completing your form of proxy or voting instruction form, please contact Kingsdale Advisors by telephone at 1 877 657 5856 toll-free in North America or 1 416 867 2272 outside of North America or by email at ([e-mail]).

 

By order of the Board,

 

 

 

“Karen Aram”

 

Karen Aram

Corporate Secretary

 

Vancouver, BC

 

March 18, 2019

 

 

 

ELDORADO GOLD 2019 NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS

 

  Exhibit 99.2

 

ELDORADO GOLD PROXY 2019

 

 

LETTER FROM THE CHAIR OF THE BOARD AND PRESIDENT & CEO

 

 

Dear Fellow Shareholders,

 

On behalf of the Board of Directors of Eldorado Gold Corporation, we are pleased to invite you to our 2019 Annual Meeting of Shareholders, which will take place on Thursday, May 2, 2019 at 3:00p.m. (Pacific time) in the Skidmore Room of the Terminal City Club, located at 837 West Hastings Street, Vancouver, BC.

 

Attached is the Notice of Meeting of Shareholders and the Management Proxy Circular. In addition to the normal course items (election of directors and appointment of auditors), we will be asking our shareholders to consider and approve, on a non-binding and advisory basis, our approach to executive compensation. This was a key focus for the Compensation Committee in 2018 as they worked to further align pay and performance. The meeting

will also provide an opportunity to provide an update on Eldorado’s business plan.

 

 

EXECUTIVE COMPENSATION & GOVERNANCE

 

At our 2018 Annual and Special Meeting of Shareholders, our shareholders voted over 90% in favour of our refreshed approach to executive compensation. We believe this was a result of listening carefully to your feedback and making meaningful changes in executive compensation to directly link pay for performance. We continued to refine our approach

to executive compensation and governance during the year, by making the following changes.

 

✓

A stringent compensation review to strongly align executive pay and performance

 

✓

A change in Compensation Committee composition, including the addition of George Albino and Teresa Conway

 

✓

Reduced overall Board cost through reducing Board size, reducing Committee Chair fees and changing to a fixed annual retainer fee beginning in 2019

 

✓

Reduced CEO long-term incentives by 40% in addition to the 80% reduction the prior year, and executive long-term incentives by 20% in addition to the 30% reduction the prior year

 

✓

Adopted a Shareholder Engagement Policy and increased shareholder engagement and outreach by the Board and senior management

 

✓

Adopted a Gender Diversity Policy and joined the 30% Club Canada, which encourages gender balance at all levels of organizations

 

✓

Adopted enhanced Corporate Governance Guidelines

 

✓

Strengthened the senior management team through the appointment of Philip Yee as EVP and CFO, and Timothy Garvin as EVP and General Counsel

 

As a Board, we are committed to remaining abreast of best practices in corporate governance and executive compensation. We will continue to monitor developments in this area in order to reflect this in our decision- making going forward. The Board encourages you to consider the changes that we have made in 2018 and to vote FOR the Company’s approach to executive compensation. 

 

 

  

ELDORADO GOLD

PROXY 2019

 

 

 

With long-term shareholder value creation top of mind,

we turn our sights to building on our solid foundation and

growing our business in a responsible manner.

 

 

 

 

2018 YEAR IN REVIEW

 

Despite a solid operational year where we exceeded our production goals by 12% and kept costs in line with guidance, the Company’s equity performance was overshadowed by a decreasing gold price, global geopolitical uncertainty, concerns over the financing environment for companies like Eldorado, and

a shift in market sentiment towards rewarding short-term results and free cash flow. Our share price performance over this period was disappointing, particularly as our global teams successfully executed on achieving a number of key milestones we set out for ourselves in 2018.

 

These included progressing key development projects – including construction at Lamaque and determining feasibility of the Kışladağ Mill – all while operating safely and responsibly. Our teams worked hard to reduce our

long-term injury frequency rate, which was down 21% in 2018, and had no reportable environmental incidents. Through a lot of effort and diligence, we continue to make strides in establishing a culture of working safely.

 

During the year, we significantly advanced development at Lamaque, pouring first gold from the refurbished Sigma Mill in December. The project is on track to declare commercial production in Q1 2019.

 

At Kışladağ, we focused on advancing feasibility of a mill, completing a technical study in March and a feasibility study in October. Based on the feasibility study, the Board made the decision to advance construction of the Kışladağ Mill Project in late Q3.

 

We had previously declared the start of commercial production at Olympias as of December 31, 2017, making 2018 the mine’s first year contributing to Eldorado’s operating results. After progressive improvements in Q1 and Q2, permitting delays which led to late commissioning of the paste backfill plant resulted in out-of-sequence mining, leading to a non-optimal ore

blend. This in turn caused issues with metal recovery and concentrate quality. We anticipate improvements over the course of 2019.

 

We ended the year in a solid financial position, with total liquidity of approximately $543 million, including $293 million in cash, cash equivalents and term deposits and $250 million in an undrawn line of credit. The strength of our balance sheet, underpinned by a steady base of cash producing operations, positions us to continue to make decisions to create value for our shareholders.

 

 

ENHANCED MANAGEMENT TEAM

 

The success of our Company is dependent on the strength of our leadership and the capability of our global teams. We enhanced capacity in several key positions in 2018 in order to strengthen our leadership skill set. In particular, we appointed two new EVPs during the year. Tim Garvin joined the Company as EVP & General Counsel in February and Phil Yee joined us as EVP & CFO in September. Tim has extensive international experience in legal management roles advising companies in mining and oil and gas. Phil brings over 25 years’ experience in the mining industry, financial management and reporting, financial and operational recovery, mergers and acquisitions, international risk management and strategy development to Eldorado. He was previously EVP & CFO at Kirkland Lake Gold.

 

 

PATH FORWARD: 2019 OUTLOOK

 

We have had a strong start to 2019, with the January 31 announcement of our amended plans at Kışladağ to suspend advancement of the mill project in favour of resuming heap leaching. Our decision was based on results from metallurgical testwork received in Q4 2018 that indicated significantly improved recoveries from longer heap leach cycles.

 

We expect to recommence activities at Kışladağ in Q2 2019, and together with expected progress at Olympias and commercial production from Lamaque, transition the Company into generating free cash flow this year, and further strengthen our balance sheet.

 

With long-term shareholder value creation top of mind, we turn our sights to building on our solid foundation and growing our business in a responsible manner. We believe that higher gold prices, increased production, continued resource conversion, and expansion possibilities requiring modest capital outlay at our current operations will create stronger equity returns for our shareholders in 2019.

 

 

YOUR VOTE IS IMPORTANT

 

Your participation as a shareholder is important to us. The Management Proxy Circular contains important information; please familiarize yourself with some of the key changes we’ve made before you decide how to vote your shares. We ask that you exercise your vote in person or by submitting your proxy or voting instruction form ahead of the proxy cut-off deadline (Tuesday, April 30, 2019, 3:00p.m. Pacific time).

 

We thank you for your continued support of Eldorado Gold, and look forward to seeing you at the 2019 Annual Meeting of Shareholders.

 

 

Sincerely,

 

 

 

“George Albino”     “George Burns”

 

George Albino         George Burns

 

Chair of the Board      President & Chief Executive Officer

 

 

  Exhibit 99.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Exhibit 99.4

 

 

 

 

  Exhibit 99.5

 

 

This regulatory filing also includes additional resources:

ego_ex993.pdf