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
June, 2019
Commission File
Number 001-31522
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Eldorado Gold Corporation
(Translation of registrant's name into English)
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1188-550 Burrard Street
Bentall 5
Vancouver, B.C.
Canada V6C 2B5
(Address of
principal executive offices)
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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.
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ELDORADO GOLD CORPORATION
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Date:
June 10, 2019
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By:
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/s/ Karen Aram
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Karen
Aram, Corporate Secretary
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Exhibits
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Exhibit No.
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Description
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Eldorado Gold
Material Change Report Dated June 10, 2019
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ELDORADO GOLD CORPORATION
FORM 51-102F3
MATERIAL CHANGE REPORT
Item1.
Name
and Address of Company
Eldorado Gold
Corporation (“Eldorado” or the
“Company”)
Suite
1188 – Bentall 5
550
Burrard Street
Vancouver, British
Columbia V6C 2B5
Item 2.
Date of Material Change
June 5,
2019
News
releases were disseminated via Global Newswire, and filed on SEDAR,
on May 22, 2019 and June 5, 2019.
Item 4.
Summary of Material Change
On May
22, 2019 the Company announced that it had priced its offering of
US$300 million aggregate principal amount of 9.5% senior secured
second lien notes due 2024 (the "Notes"), which will be offered at 98% of
par, and that the settlement date for the issue of the Notes was
expected to be on or about June 5, 2019.
On June
5, 2019 the Company announced it had completed its offering of the
Notes and its previously announced US$450 million amended and
restated senior secured credit facility (the “Facility”).
Item 5.
Full Description of Material Change
On May
22, 2019 the Company announced that it had priced its offering of
the Notes, which will be offered at 98% of par, and that the
settlement date for the issue of the Notes was expected to be on or
about June 5, 2019.
On June
5, 2019 the Company announced it had completed its offering of the
Notes and its previously announced Facility.
Eldorado will use
the net proceeds from the sale of the Notes and US$200 million in
term loan proceeds drawn under the Facility, together with cash on
hand, to redeem its outstanding US$600 million 6.125% Senior Notes
due December 2020, and to pay fees and expenses in connection with
the foregoing, effective June 12, 2019.
The
Notes have not been registered under the United States Securities
Act of 1933, as amended (the "Securities Act"), or the securities laws
of any state and may not be offered or sold absent registration
under the Securities Act or an applicable exemption from the
registration requirements thereof. The Notes will be offered and
sold only to persons reasonably believed to be qualified
institutional buyers in accordance with Rule 144A under the
Securities Act and to certain “non-U.S. persons”
outside the United States in reliance on Regulation S under the
Securities Act and in each case pursuant to available prospectus
exemptions from securities laws of British Columbia. The Notes will
be offered and sold outside of the US (including in Canada) on a
private placement basis pursuant to certain exemptions from
applicable securities laws.
This report contains forward looking
statements and forward looking information within the meaning of
applicable Canadian and U.S. securities laws. Often, but not
always, forward-looking statements and forward-looking information
can be identified by the use of words such as "plans", "expects",
"is expected", "budget", "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 statements
or information herein include, but are not limited to the use of
proceeds from the Facility and the sale of the
Notes.
Forward-looking statements and forward-looking information by their
nature are based on assumptions and involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements or information. We have made certain assumptions about
the forward-looking statements and information and even though our
management believes that the assumptions made and the expectations
represented by such statements or information are reasonable, there
can be no assurance that the forward-looking statement or
information will prove to be accurate. Furthermore, should one or
more of the risks, uncertainties or other factors materialize, or
should underlying assumptions prove incorrect, actual results may
vary materially from those described in forward-looking statements
or information. These risks, uncertainties and other factors
include, among others, the following: the need to negotiate and
execute a [credit agreement] and related documents; the need for
continued cooperation of the lenders; gold price volatility; the
need to obtain any required consents and related documents,
discrepancies between actual and estimated production, mineral
reserves and resources and metallurgical recoveries; mining
operational and development risk; litigation risks; regulatory
restrictions, including environmental regulatory restrictions and
liability; risks of sovereign investment; currency fluctuations;
speculative nature of gold exploration; global economic climate;
dilution; share price volatility; competition; loss of key
employees; additional funding requirements; and defective title to
mineral claims or property, as well as those factors discussed in
the sections entitled “Forward-Looking Statements” and
“Risk Factors” in the Company's Annual Information Form
& Form 40-F dated March 29, 2019.
There can be no assurance that forward-looking statements or
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 statements or information contained herein. Except
as required by law, we do not expect to update forward-looking
statements and information continually as conditions change and you
are referred to the full discussion of the Company's business
contained in the Company's reports filed with the securities
regulatory authorities in Canada and the U.S.
Item 6.
Reliance on 7.1(2) of National Instrument 51-102
Not
applicable.
Item 7.
Omitted Information
Not
applicable.
Item 8.
Executive Officer
Name of Executive
Officer:
Tim
Garvin
Executive Vice
President and General Counsel
Telephone
number:
(604) 601
6692
June
10, 2019