UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
40-F
(Check One)
[ ] Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
[X] Annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended
December
31, 2017
Commission file number
001-31522
ELDORADO GOLD CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Canada
(Province or other jurisdiction of incorporation or organization)
|
|
1040
(Primary Standard Industrial
Classification Code Number (if applicable))
|
|
N/A
(I.R.S. Employer
Identification Number (if Applicable))
|
1188 550 Burrard Street
Bentall 5
Vancouver,
British Columbia
Canada V6C2B5
(Address and Telephone Number of Registrants Principal Executive Offices)
CT Corporation System
11 Eighth Avenue, 13
th
Floor
New York, New York 10011
(212)
894-8940
(Name, Address (Including Zip Code) and Telephone Number
(Including Area Code) of Agent For Service in the United States)
Copies to:
Kenneth G. Sam
Dorsey & Whitney LLP
1400 Wewatta Street, Suite 400
Denver, Colorado 80202
(303)
629-3400
Securities registered or to be registered pursuant to Section 12(b) of the Act.
|
|
|
Title of each class
Common Shares, no par value
|
|
Name of each exchange on which registered
NYSE
|
Securities registered or to be registered pursuant to Section 12(g) of the Act.
N/A
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
N/A
For annual reports, indicate by check mark the information filed with this Form:
|
|
|
[X] Annual Information Form
|
|
[X] Audited Annual Financial Statements
|
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as
of the close of the period covered by the annual report:
794,010,680
Indicate by check mark whether the Registrant by filing the
information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule
12g3-2(b)
under the Securities Exchange Act of 1934 (the Exchange Act). If
Yes is marked, indicate the file number assigned to the Registrant in connection with such Rule.
Yes___ No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.
Yes
X
No___
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
12b-2
of
the Exchange Act.
Emerging growth company ___
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ____
EXPLANATORY NOTE
Eldorado Gold Corporation (the Company or the Registrant) is a Canadian issuer eligible to file its annual report
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act), on Form
40-F
pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The
Company is a foreign private issuer as defined in Rule
3b-4
under the Exchange Act. The equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of
the Exchange Act pursuant to Rule
3a12-3
of the Exchange Act.
FORWARD-LOOKING STATEMENTS
This annual report on Form
40-F
and the exhibits attached hereto contain
forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Such forward looking statements concern the Companys anticipated results and developments in the Companys
operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts
of future results, estimates of amounts not yet determinable and assumptions of management.
Statements concerning reserves and mineral
resource estimates may also be deemed to constitute forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if our properties are developed, and in the case of mineral reserves, such
statements reflect the conclusion based on certain assumptions that a mineral deposit can be economically exploited. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or performance (often, but not always, using words or phrases such as expects or does not expect, is expected, anticipates or does not anticipate,
plans, estimates or intends, or stating that certain actions, events or results may, could, would, might or will be taken, occur or be achieved) are not
statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those
expressed or implied by the forward-looking statements, including, without limitation:
|
|
|
volatility of global and local economic climate and geopolitical risk;
|
|
|
|
title, permitting and licensing risks, including the risks of obtaining and maintaining the validity and
enforceability of necessary permits and licenses, the timing of obtaining and renewing such permits and licenses, and risks of defective title to mineral property;
|
|
|
|
gold and other metal price volatility and the impact of any related hedging activities
|
|
|
|
development, mining and operational risk, including timing, hazards and losses that are uninsured or
uninsurable;
|
|
|
|
risks of operating in foreign countries in which we currently or may in the future conduct business, including
controls, laws, regulations, changes in mining regimes or governments, and political or economic developments;
|
|
|
|
regulatory restrictions, including environmental regulatory restrictions and liability, including actual costs
of reclamation;
|
|
|
|
changes in law and regulatory requirements or policies, including permitting, foreign investment,
environmental, tax and health and safety laws and regulations;
|
|
|
|
competition for mineral properties and merger and acquisition targets;
|
|
|
|
environmental risks, including use and transport of regulated substances;
|
|
|
|
infrastructure, water, energy, equipment and other input availability and durability, and their cost and
impact on capital and operating costs, exploration, development and production schedules;
|
|
|
|
community and
non-governmental
actions and regulatory risks, including
the possibility of a shutdown at any of our operations;
|
|
|
|
perceptions of the local people about foreign companies operating on their land;
|
|
|
|
ability to maintain positive relationships with the communities in which we operate and potential
loss
of reputation;
|
|
|
|
subjectivity of estimating mineral reserves and resources and the reliance on available data and assumptions
and judgments used in interpretation of such data and depletion of grades or quantities of mineral reserves;
|
|
|
|
discrepancies between actual and estimated production, mineral reserves and resources and metallurgical
recoveries;
|
|
|
|
speculative and uncertain nature of gold and other mineral exploration;
|
|
|
|
risks of not meeting production and cost targets or estimates;
|
|
|
|
the loss of key employees and our ability to attract and retain qualified personnel;
|
|
|
|
employee health and safety risks and human rights;
|
|
|
|
labour disputes, labour shortages and risks associated with unionized labour;
|
|
|
|
prices for energy inputs, labour, material costs, supplies and services (including shipping) remaining
consistent with expectations;
|
|
|
|
risk associated with
co-ownership
(including joint ventures);
|
|
|
|
impact on operations of compliance and
non-compliance
with
anti-corruption, anti-bribery and sanction laws;
|
|
|
|
increased capital requirements and the ability to obtain financing;
|
|
|
|
currency exchange fluctuations and the impact of any related hedging activities;
|
|
|
|
risks associated with maintaining substantial levels of indebtedness, including potential financial
constraints on operations, interest rate risk and credit rating risk;
|
|
|
|
the risks that the integration of acquired businesses may take longer than expected, the anticipated benefits
of the integration may be less than estimated or the costs of acquisition may be higher than anticipated;
|
|
|
|
the impact of acquisitions, dispositions, monetization, mergers, other business combinations or transactions,
including effect of changes in our portfolio of projects on our current and future operations, capital requirements, and financial condition and ability to complete such transactions;
|
|
|
|
litigation risks, including the uncertainties inherent in current and future legal challenges we are, or may
become, a party to;
|
|
|
|
share capital dilution and share price volatility;
|
|
|
|
taxation, including change in tax laws and interpretations of tax laws;
|
|
|
|
financial reporting risks;
|
|
|
|
failure, security breaches or disruption of our information technology systems; and
|
|
|
|
risks related to natural disasters and climate change.
|
This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that
could affect forward-looking statements are described further in the exhibits attached to this annual report on Form
40-F,
including those described in the Annual Information Form (AIF) of the
Company filed as
Exhibit 99.1
to this annual report on Form
40-F
and incorporated by reference herein. Should one or more of these risks and uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those described in the forward-looking statements. Forward-looking statements are made based on managements beliefs, estimates and opinions on the date the statements are made, and the
Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by law. Investors are cautioned against attributing undue certainty to
forward-looking statements.
NOTE TO UNITED STATES READERS -
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Company is permitted, under the multi-jurisdictional disclosure system adopted by the United States Securities and Exchange Commission
(the SEC), to prepare this annual report on Form
40-F
in accordance with Canadian disclosure requirements, which differ from those of the United States. The Company has prepared its financial
statements, which are filed as
Exhibit 99.2
to this annual report on Form
40-F,
in accordance with International Financial Reporting Standards (IFRS), as issued by the International
Accounting Standards Board and they are not comparable to financial statements of United States companies.
RESOURCE AND RESERVE
ESTIMATES
The Companys AIF filed as
Exhibit 99.1
to this annual report on Form
40-F
and managements discussion and analysis for the fiscal year ended December 31, 2016 filed as
Exhibit 99.3
to this annual report on Form
40-F
have
been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms mineral reserve, proven mineral reserve and
probable mineral reserve are Canadian mining terms as defined in accordance with Canadian National Instrument
43-101
Standards of Disclosure for Mineral Projects (NI
43-101)
and the Canadian Institute of Mining, Metallurgy and Petroleum (the CIM) -
CIM Definition Standards on Mineral Resources and Mineral Reserves
, adopted by the CIM Council, as amended.
These definitions differ from the definitions in SEC Industry Guide 7 under the United States Securities Act of 1993, as amended (the Securities Act). Under SEC Industry Guide 7 standards, a final or bankable
feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate
governmental authority.
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 are normally
not permitted to be used 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 rules, estimates of inferred mineral resources may not form the basis of feasibility or
pre-feasibility
studies, except in rare cases. Investors are cautioned not to assume that all or
any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of contained ounces in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to
report mineralization that does not constitute reserves by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.
Accordingly, information contained in this annual report and the documents incorporated by reference herein contain descriptions of our
mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
CURRENCY
Unless otherwise indicated, all dollar amounts in this annual report on Form
40-F
are in United States
dollars. The exchange rate of Canadian dollars into United States dollars, on December 29, 2017, based upon the noon rate of exchange as quoted by the Bank of Canada, was U.S.$1.00 = Cdn.$1.2545.
ANNUAL INFORMATION FORM
The Companys AIF for the fiscal year ended December 31, 2017 is filed as
Exhibit 99.1
to this annual report on Form
40-F,
and is incorporated by reference herein.
AUDITED ANNUAL FINANCIAL STATEMENTS
The audited consolidated financial statements of the Company for the years ended December 31, 2017 and 2016, including the report of the
independent auditor thereon, are filed as
Exhibit 99.2
to this annual report on Form
40-F,
and are incorporated by reference herein.
MANAGEMENTS DISCUSSION AND ANALYSIS
The Companys managements discussion and analysis for the year ended December 31, 2017 (MD&A), is filed as
Exhibit 99.3
to this annual report on Form
40-F,
and is incorporated by reference herein.
TAX MATTERS
Purchasing,
holding, or disposing of the Companys securities may have tax consequences under the laws of the United States and Canada that are not described in this annual report on Form
40-F.
CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures
At the end of the period covered by this annual report on Form
40-F
for the fiscal year ended December 31, 2017, an evaluation was carried out under the supervision of, and with the participation of, the Companys management, including its Chief Executive Officer (CEO) and Chief Financial
Officer (CFO), of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rule
13a-15(e)
of the Exchange Act). Based upon that
evaluation, the Companys CEO and CFO have concluded that the disclosure controls and procedures were designed and effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms, and (ii) gathered and reported to senior management, including its principal executive
and principal financial officers, as appropriate to allow timely decisions regarding public disclosure.
Managements Annual Report on Internal
Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial
reporting, as defined in Rule
13a-15(f)
under the Exchange Act. The Companys management has employed a framework consistent with Exchange Act Rule
13a-15(c),
to
evaluate the Companys internal control over financial reporting described below. A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
A companys internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors
of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. It
should be noted that a control system, no matter how well conceived or operated, can only provide reasonable assurance, not absolute assurance, that the objectives of the control system are met. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.
Management, including the CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting, and
used the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013)(COSO) to evaluate the effectiveness of our controls in 2017. Based on this evaluation, management concluded that our internal control over
financial reporting was effective as at December 31, 2017 and provided a reasonable assurance of the reliability of our financial reporting and preparation of financial statements.
On July 10, 2017, the Company acquired Integra Gold Corp. (Integra). The Company is in the process of integrating Integra
into its internal controls and procedures. As a result, managements evaluation of the Companys internal control over financial reporting did not include an evaluation of the internal controls of Integra and managements conclusion
regarding the effectiveness of the Companys internal control over financial reporting does not extend to the internal controls of Integra. Total assets of $535.6 million related to Integra are included in the consolidated financial statements
of the Company as of and for the year ended December 31, 2017.
The Company is required to provide an auditors attestation report on
its internal control over financial reporting as of December 31, 2017. In this annual report on Form
40-F,
the Companys independent registered auditor, KPMG LLP, states its opinion as to the
effectiveness of the Companys internal control over financial reporting as of December 31, 2017. KPMG LLP has audited the Companys financial statements included in this annual report on Form
40-F
and has issued an attestation report on the Companys internal control over financial reporting.
Attestation Report of the Registered Public Accounting Firm
The attestation report of KPMG LLP on the Companys internal control over financial reporting is included in the audited consolidated
financial statements of the Company for the years ended December 31, 2017 and 2016, which are filed as
Exhibit 99.2
and incorporated by reference in this annual report on Form
40-F.
Changes in Internal Control over Financial Reporting
There have been no changes in the Companys internal control over financial reporting during its fiscal year ended December 31, 2017
that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting. Management used appropriate procedures to ensure internal controls were in place during and after the
implementation.
CORPORATE GOVERNANCE
The Companys Board of Directors (the Board of Directors) is responsible for the Companys corporate governance and has
a separately designated standing Corporate Governance and Nominating Committee, established in accordance with Section 303A.04 of the NYSE Listed Company Manual, and a Compensation Committee, established in accordance with Section 303A.05
of the NYSE Listed Company Manual. The Board of Directors has determined that all the members of the Compensation Committee and the Corporate Governance and Nominating Committee are independent, based on the criteria for independence prescribed by
Section 303A.02 of the NYSE Listed Company Manual.
Compensation Committee
Compensation of the Companys CEO and all other executive officers is recommended to the Board of Directors for determination by the
Compensation Committee. The Companys Compensation Committee is comprised of Steven Reid (chair), George Albino and Geoffrey A. Handley. The Compensation Committee is responsible for: assisting management in developing the Companys
compensation structure, including the compensation policies and compensation programs for the Companys directors and executives; reviewing the results of the annual Say on Pay advisory vote when considering future executive and director
compensation programs; determining where there is a need to engage with shareholders on compensation and related matters and conduct such engagement in coordination with Management, as appropriate; and assessing the performance of the Companys
CEO every year and recommending the compensation of the Companys CEO and the Companys other executive officers to the Board of Directors for review and approval. The Compensation Committee conducts a thorough compensation review every
year to assess: (i) the competitiveness of the Companys cash and stock-based compensation for the Companys directors and executives; (ii) whether overall executive compensation continues to support the Companys goals of
attracting, motivating and retaining executives with exceptional leadership and management skills; and (iii) the overall compensation packages for the Companys senior executives and whether the components are applied appropriately. The
Compensation Committee also reviews and approves the terms of employment annually and evaluates the performance of the CEO for the prior year. The Companys CEO cannot be present during the Compensation Committees deliberations or vote.
The Companys Compensation Committees Terms of Reference is available on the Companys website at www.eldoradogold.com.
Corporate
Governance and Nominating Committee
Nominees for the election to the Board of Directors are recommended by the Corporate Governance
and Nominating Committee. The Corporate Governance and Nominating Committee is comprised of Pamela Gibson (chair), George Albino, and John Webster. The Corporate Governance and Nominating Committees responsibilities include: (i) regularly
reviewing the Companys corporate governance policies and practices; (ii) monitoring the Companys risk management program; (iii) reviewing the size and composition of the Board of Directors annually; (iv) facilitating the
succession and nomination of directors to the Board of Directors; (v) identifying new directors and managing the Board of Directors nomination process, Board of Directors committee appointments and assessment process; and
(vi) evaluating the Board of Directors competencies and defining the skills and experience necessary for an effective Board of Directors. The Companys Corporate Governance and Nominating Committee Terms of Reference is available on
the Companys website at
www.eldoradogold.com
.
AUDIT COMMITTEE
The Companys Board of Directors has a separately designated standing Audit Committee established in accordance with
Section 3(a)(58)(A) of the Exchange Act and Section 303A.06 of the NYSE Listed Company Manual. The Companys Audit Committee is comprised of John Webster (chair), Michael A. Price, Pamela M. Gibson, and Robert R. Gilmore all of whom,
in the opinion of the Companys Board of Directors, are independent (as determined under Rule
10A-3
of the Exchange Act and Section 303A.02 of the NYSE Listed Company Manual). All four members of the
Audit Committee are financially literate, meaning they are able to read and understand the Companys financial statements and to understand the breadth and level of complexity of the issues that can reasonably be expected to be raised by the
Companys financial statements. The Audit Committee meets the composition requirements set forth by Section 303A.07 of NYSE Listed Company Manual.
The members of the Audit Committee do not have fixed terms and are appointed and replaced from time to time by resolution of the Board of
Directors.
The Audit Committee meets with the CEO and the CFO of the Company and the Companys independent auditors to review and
inquire into matters affecting financial reporting, the system of internal accounting and financial controls, as well as audit procedures and audit plans. The Audit Committee also recommends to the Board of Directors which independent registered
public auditing firm should be appointed by the Company. In addition, the Audit Committee reviews and recommends to the Board of Directors for approval the annual and interim financial statements, the MD&A, and undertakes other activities
required by exchanges on which the Companys securities are listed and by regulatory authorities to which the Company is held responsible.
The full text of the Audit Committee Terms of Reference is attached as Schedule A to the Companys AIF, which is filed as
Exhibit
99.1
to this annual report on Form
40-F.
Audit Committee Financial Expert
The Companys Board of Directors has determined that both Robert R. Gilmore and John Webster qualify as financial experts (as defined in
Item 407(d)(5)(ii) of Regulation
S-K
under the Exchange Act) and that each are independent (as determined under Exchange Act Rule
10A-3
and Section 303A.02 of the
NYSE Listed Company Manual).
PRE-APPROVAL
OF AUDIT AND
NON-AUDIT
SERVICES PROVIDED BY
INDEPENDENT AUDITOR
The Audit Committee
pre-approves
all audit and
non-audit
services to be provided to the Company by its independent auditor.
Non-audit
services that are prohibited to be provided to the Company by its independent auditors may not be
pre-approved.
In addition, prior to the granting of any
pre-approval,
the Audit Committee must be satisfied that the performance of the services in question will not
compromise the independence of the independent auditor. Since the enactment of the Sarbanes-Oxley Act of 2002, all
non-audit
services performed by the Companys auditor have been
pre-approved
by the Audit Committee of the Company. In 2005, the Companys Audit Committee determined that
non-audit
services can only be provided by the Companys
independent registered public auditing firm if it has been
pre-approved
by the Audit Committee. Generally, these services are provided by other firms and management has established agreements with other
service providers for such
non-audit
services. All audit and
non-audit
fees paid to KPMG LLP, for the financial year ended December 31, 2017, were
pre-approved
by the Audit Committee and none were approved on the basis of the de minimis exemption set forth in Rule
2-01(c)(7)(i)(C)
of Regulation
S-X.
PRINCIPAL ACCOUNTANT FEES AND SERVICES INDEPENDENT AUDITOR
For fiscal years ended December 31, 2017 and 2016 KPMG LLP was the Companys appointed auditor.
The aggregate fees billed by the Companys principal accountant in each of the last two fiscal years for professional services rendered
are as follows:
|
|
|
|
|
|
|
|
|
Financial
Year
Ending
|
|
Audit Fees
(1)
|
|
Audit Related
Fees
(2)
|
|
Tax Fees
(3)
|
|
All Other Fees
|
December 31, 2017
|
|
$928,771
|
|
$57,755
|
|
-
|
|
-
|
December 31, 2016
|
|
$1,188,736
|
|
$67,180
|
|
-
|
|
-
|
(1) Total fees for audit services
(2) Majority of fees relate to French translation
(3) Total fees for tax advice, tax planning and tax compliance
OFF-BALANCE
SHEET TRANSACTIONS
The Company does not have any
off-balance
sheet financing arrangements or relationships with
unconsolidated special purpose entities.
CODE OF ETHICS
The Company has adopted a Code of Business Conduct and Ethics (the Code) for all its directors, executive officers and employees,
which is posted on the Companys website, www.eldoradogold.com. The Code is also available to any person, without charge, by written request to the Company at its principal executive office, located at Suite 1188 550, Burrard Street,
Vancouver, British Columbia, Canada V6C 2B5. The Code meets the requirements for a code of ethics within the meaning of that term in General Instruction 9(b) of the Form
40-F.
All amendments to the Code, and all waivers of the Code with respect to any of the officers covered by it, will be posted on the
Companys website, www.eldoradogold.com within five business days of the amendment or waiver and provided in print to any shareholder who requests them. During the fiscal year ended December 31, 2017, the Company did not substantively
amend, waive or implicitly waive any provision of the Code with respect to any of the directors, executive officers or employees subject to it.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The required tabular disclosure is included under the heading Capital Resources Contractual Obligations in the
Companys MD&A for the fiscal year ended December 31, 2017, filed as
Exhibit 99.3
to this annual report on Form
40-F
and is incorporated herein by reference.
NOTICES PURSUANT TO REGULATION BTR
There were no notices required by Rule 104 of Regulation BTR that the Company sent during the year ended December 31, 2017 concerning any
equity security subject to a blackout period under Rule 101 of Regulation BTR.
NYSE CORPORATE GOVERNANCE
The Companys common shares are listed on the NYSE. Section 303A.11 of the NYSE Listed Company Manual permits foreign private
issuers to follow home country practices in lieu of certain provisions of the NYSE Listed Company Manual. A foreign private issuer that follows home country practices in lieu of certain provisions of the NYSE Listed Company Manual must disclose any
significant ways in which its corporate governance practices differ from those followed by domestic companies either on its website or in the annual report that it distributes to shareholders in the United States. A description of the significant
ways in which the Companys governance practices differ from those followed by domestic companies pursuant to NYSE standards is set forth on the Companys website at
www.eldoradogold.com
.
In addition, the Company may from
time-to-time
seek relief
from NYSE corporate governance requirements on specific transactions under Section 303A.11 of the NYSE Listed Company Manual, in which case, the Company shall make the disclosure of such transactions available on its website at
www.eldoradogold.com. Information contained on the Companys website is not part of this annual report on Form
40-F.
MINE SAFETY DISCLOSURE
Not applicable.
UNDERTAKING
The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff,
and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form
40-F;
the securities in relation to which the obligation to file an annual
report on Form
40-F
arises; or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Company filed an Appointment of Agent for Service of Process and Undertaking on Form
F-X
with the SEC on March 30, 2012, which is hereby incorporated by reference, with respect to the class of securities in relation to which the obligation to file this annual report on Form
40-F
arises. Any
change to the name or address of the agent for service of process will be communicated promptly to the SEC by amendment to Form
F-X
referencing the Companys file number.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form
40-F
and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized, on March 29, 2018.
|
|
|
|
|
ELDORADO GOLD CORPORATION
|
|
|
|
By:
|
|
/s/ George Burns
|
|
|
Name:
|
|
George Burns
|
|
|
Title:
|
|
President and Chief Executive Officer
|
EXHIBIT INDEX
|
|
|
Annual
Information
|
|
|
|
|
99.1.
|
|
Annual Information Form of the Company for the year ended December 31, 2017
|
|
|
|
99.2.
|
|
The audited consolidated financial statements of the Company for the years ended December
31, 2017 and 2016.
|
99.3.
|
|
Managements Discussion and Analysis for the year ended December 31, 2017
|
|
|
|
Certifications
|
|
|
99.4.
|
|
Certificate of Chief Executive Officer Pursuant to Rule
13a-14(a)
of the Exchange Act
|
99.5.
|
|
Certificate of Chief Financial Officer Pursuant to Rule
13a-14(a)
of the Exchange Act
|
99.6.
|
|
Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
99.7.
|
|
Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Consents
|
|
|
99.8.
|
|
Consent of KPMG LLP
|
99.9.
|
|
Consent of Mr. Paul Skayman, FAusIMM
|
99.10.
|
|
Consent of Mr. John Nilsson, P.Eng
|
99.11.
|
|
Consent of Mr. Stephen Juras, P.Geo
|
99.12.
|
|
Consent of Mr. David Sutherland, P.Eng
|
99.13.
|
|
Consent of Mr. Rick Alexander, P. Eng.
|
99.14.
|
|
Consent of Mr. Patrick Forward, FIMMM
|
99.15.
|
|
Consent of Mr. Antony Francis, FIMMM
|
99.16
99.17
99.18
99.19
99.20
99.21
99.22
|
|
Consent of Mr. Colm Keogh, P. Eng
Consent of Mr. Douglas Jones
Consent of Mr. Peter Lewis, P.Geo
Consent of Mr. Francois Chabot, P. Eng
Consent of Mr. Jacques Simoneau, P. Geo
Consent of Ms. Marianne Utiger, P. Eng
Consent of Mr. Ertan Uludag
|
Eldorado Gold (NYSE:EGO)
Historical Stock Chart
From Jun 2024 to Jul 2024
Eldorado Gold (NYSE:EGO)
Historical Stock Chart
From Jul 2023 to Jul 2024