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

Form 6-K

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, 2021
 
 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	þ	
 
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.

EXHIBIT INDEX

Exhibits

99.1	Unaudited Condensed Consolidated Interim Financial Statements for the Three Months Ended March 31, 2021 and 2020	
99.2	Management's Discussion and Analysis for the Three Months Ended March 31, 2021	
99.3	CEO Certification	
99.4	CFO Certification	
99.5	Consent of Simon Hille, FAusIMM	

INCORPORATION BY REFERENCE

Exhibits 99.1, 99.2 and 99.5 to this Form 6-K of Eldorado Gold Corporation (the “Company”) are hereby incorporated by reference as exhibits to the Registration Statement on Form F-10 (File No. 333-233055) of the Company, as amended or supplemented.

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.

						
 	ELDORADO GOLD CORPORATION	
	(Registrant)	

						
Date:  April 29, 2021	/s/ Karen Aram                                          
Karen Aram
Corporate Secretary	

Exhibit 99.1

                                     
Condensed Consolidated Interim Financial Statements
March 31, 2021 and 2020
(Unaudited)
(Expressed in thousands of U.S. dollars)

Eldorado Gold Corporation
Condensed Consolidated Interim Statements of Financial Position    
As at March 31, 2021 and December 31, 2020
(Unaudited – in thousands of U.S. dollars)

As at	Note		March 31, 2021		December 31, 2020	
ASSETS						
Current assets						
Cash and cash equivalents			$	530,903 			$	451,962 		
Term deposits			2,904 			59,034 		

Accounts receivable and other	4		69,186 			73,216 		
Inventories	5		170,523 			176,271 		
Current portion of employee benefit plan assets			5,816 			5,749 		
	
			779,332 			766,232 		
Restricted cash			2,170 			2,097 		
Other assets			29,998 			39,562 		
	
Property, plant and equipment			4,004,550 			3,998,493 		
Goodwill			92,591 			92,591 		
			$	4,908,641 			$	4,898,975 		
LIABILITIES & EQUITY						
Current liabilities						
Accounts payable and accrued liabilities			$	172,877 			$	179,372 		
Current portion of lease liabilities			11,412 			11,297 		
Current portion of debt	6		55,567 			66,667 		
Current portion of asset retirement obligations			4,701 			4,701 		

			244,557 			262,037 		
Debt	6		435,966 			434,465 		
Lease liabilities			13,956 			14,659 		
Employee benefit plan obligations			21,364 			21,974 		
Asset retirement obligations			106,692 			106,677 		
Deferred income tax liabilities			405,215 			402,713 		
			1,227,750 			1,242,525 		
Equity						
Share capital	10		3,157,117 			3,144,644 		
Treasury stock			(10,879)			(11,452)		
Contributed surplus			2,639,067 			2,638,008 		
Accumulated other comprehensive loss			(30,456)			(30,297)		
Deficit			(2,117,060)			(2,125,326)		
Total equity attributable to shareholders of the Company			3,637,789 			3,615,577 		
Attributable to non-controlling interests			43,102 			40,873 		
			3,680,891 			3,656,450 		
			$	4,908,641 			$	4,898,975 		

Subsequent events (Note 17)

Approved on behalf of the Board of Directors
(signed) John Webster    Director         (signed) George Burns    Director
    
Date of approval: April 29, 2021
The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Eldorado Gold Corporation
Condensed Consolidated Interim Statements of Operations        
For the three months ended March 31, 2021 and 2020
(Unaudited – in thousands of U.S. dollars except share and per share amounts)            

	Note		Three months ended March 31, 2021		Three months ended March 31, 2020	
Revenue						
  Metal sales	7		$	224,619 			$	204,655 		
						
Cost of sales						
  Production costs			108,560 			101,362 		
	
  Depreciation and amortization			56,309 			52,363 		
			164,869 			153,725 		
						
Earnings from mine operations			59,750 			50,930 		
						
Exploration and evaluation expenses			4,061 			3,227 		
Mine standby costs	8		1,627 			4,030 		
	
General and administrative expenses			10,145 			8,287 		
Employee benefit plan expense			749 			691 		
Share-based payments expense	11		1,781 			1,795 		
	
Write-down (recovery) of assets			(750)			203 		
Foreign exchange gain			(5,943)			(762)		
Earnings from operations			48,080 			33,459 		
						
Other income (loss)	9		678 			(1,320)		
Finance costs	9		(10,338)			(16,207)		
Earnings before income tax			38,420 			15,932 		
						
Income tax expense			28,249 			21,405 		
Net earnings (loss) for the period			$	10,171 			$	(5,473)		
						
Attributable to:						
Shareholders of the Company			8,266 			(4,880)		
Non-controlling interests			1,905 			(593)		
Net earnings (loss) for the period			$	10,171 			$	(5,473)		
						
Weighted average number of shares outstanding (thousands)						
Basic			174,534 			165,211 		
Diluted			177,234 			165,211 		
						
Net earnings (loss) per share attributable to shareholders of the Company:						
Basic earnings (loss) per share			$	0.05 			$	(0.03)		
Diluted earnings (loss) per share			$	0.05 			$	(0.03)		

	
	
The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Eldorado Gold Corporation
Condensed Consolidated Interim Statements of Comprehensive Income (Loss)
For the three months ended March 31, 2021 and 2020
(Unaudited – in thousands of U.S. dollars)                        

			Three months ended March 31, 2021		Three months ended March 31, 2020	
						
Net earnings (loss) for the period			$	10,171 			$	(5,473)		
Other comprehensive loss:						
Items that will not be reclassified to earnings or loss:						
Change in fair value of investments in equity securities, net of tax			(125)			(868)		
Actuarial losses on employee benefit plans, net of tax			(34)			(228)		
	
Total other comprehensive loss for the period			(159)			(1,096)		
Total comprehensive income (loss) for the period			$	10,012 			$	(6,569)		
						
Attributable to:						
Shareholders of the Company			8,107 			(5,976)		
Non-controlling interests			1,905 			(593)		
			$	10,012 			$	(6,569)		

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Eldorado Gold Corporation
Condensed Consolidated Interim Statements of Cash Flows            
For the three months ended March 31, 2021 and 2020
(Unaudited – in thousands of U.S. dollars)

	Note		Three months ended March 31, 2021		Three months ended March 31, 2020	
Cash flows generated from (used in):						
Operating activities						
Net earnings (loss) for the period			$	10,171 			$	(5,473)		
Items not affecting cash:						
Depreciation and amortization			56,887 			52,927 		
Finance costs			10,338 			16,224 		
Interest income			(302)			(389)		
Unrealized foreign exchange gain			(2,364)			(2,538)		
	
Income tax expense			28,249 			21,405 		
	
Write-down (recovery) of assets			(750)			203 		
Loss on disposal of assets			945 			2,454 		
Share-based payments expense	11		1,781 			1,795 		
Employee benefit plan expense			749 			691 		
	
			105,704 			87,299 		
Property reclamation payments			(335)			(526)		
Employee benefit plan payments			(232)			(236)		
Income taxes paid			(24,496)			(14,719)		
Interest paid			(2,205)			(2,770)		
Interest received			302 			389 		
Changes in non-cash working capital	12		12,132 			(16,170)		
Net cash generated from operating activities			90,870 			53,267 		

Investing activities						
Purchase of property, plant and equipment			(64,856)			(40,482)		
	
Proceeds from the sale of property, plant and equipment			1,150 			22 		

	
Value added taxes related to mineral property expenditures, net			(2,568)			(5,651)		
Decrease (increase) in term deposits			56,130 			(51,525)		
Decrease (increase) in restricted cash			(73)			1,174 		
Net cash used in investing activities			(10,217)			(96,462)		
						
Financing activities						
Issuance of common shares for cash, net of issuance costs			11,834 			26,836 		
Contributions from non-controlling interests			324 			— 		
Proceeds from borrowings			— 			150,000 		
Repayments of borrowings			(11,100)			— 		
	
Principal portion of lease liabilities			(2,770)			(2,534)		
	
Net cash generated from (used in) financing activities			(1,712)			174,302 		
						
Net increase in cash and cash equivalents			78,941 			131,107 		
Cash and cash equivalents - beginning of period			451,962 			177,742 		
Cash decrease in disposal group held for sale			— 			(69)		
Cash and cash equivalents - end of period			$	530,903 			$	308,780 		
The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Eldorado Gold Corporation
Condensed Consolidated Interim Statements of Changes in Equity        
For the three months ended March 31, 2021 and 2020
(Unaudited – in thousands of U.S. dollars)

	Note		Three months ended March 31, 2021		Three months ended March 31, 2020	
Share capital						
Balance beginning of period			$	3,144,644 			$	3,054,563 		
Shares issued upon exercise of share options, for cash			717 			424 		
Transfer of contributed surplus on exercise of options			285 			170 		
Shares issued to the public, net of share issuance costs			11,471 			19,943 		
	
Balance end of period	10		$	3,157,117 			$	3,075,100 		
						
Treasury stock						
Balance beginning of period			$	(11,452)			$	(8,662)		
	
Shares redeemed upon exercise of restricted share units			573 			348 		
Balance end of period			$	(10,879)			$	(8,314)		
						
Contributed surplus						
Balance beginning of period			$	2,638,008 			$	2,627,441 		
Share-based payments arrangements			1,917 			1,897 		
Shares redeemed upon exercise of restricted share units			(573)			(348)		
	
  Transfers to share capital on exercise of options			(285)			(170)		
Balance end of period			$	2,639,067 			$	2,628,820 		
						
Accumulated other comprehensive loss						
Balance beginning of period			$	(30,297)			$	(28,966)		
Other comprehensive loss for the period			(159)			(1,096)		
Balance end of period			$	(30,456)			$	(30,062)		
						
Deficit						
Balance beginning of period			$	(2,125,326)			$	(2,229,867)		
	
Earnings (loss) attributable to shareholders of the Company			8,266 			(4,880)		
Balance end of period			$	(2,117,060)			$	(2,234,747)		
Total equity attributable to shareholders of the Company			$	3,637,789 			$	3,430,797 		
						
Non-controlling interests						
Balance beginning of period			$	40,873 			$	59,304 		
Earnings (loss) attributable to non-controlling interests			1,905 			(593)		
Contributions from non-controlling interests			324 			— 		
Balance end of period			$	43,102 			$	58,711 		
Total equity			$	3,680,891 			$	3,489,508 		

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Eldorado Gold Corporation
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2021 and 2020
(Unaudited – in thousands of U.S. dollars, unless otherwise stated)
1. General Information
Eldorado Gold Corporation (individually or collectively with its subsidiaries, as applicable, “Eldorado” or the “Company”) is a gold and base metals mining, development, and exploration company. The Company has mining operations, ongoing development projects and exploration in Turkey, Canada, Greece, Romania, and Brazil.
Eldorado is a public company listed on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”) and is incorporated in the province of British Columbia, Canada.
The Company's head office, principal address and records are located at 550 Burrard Street, Suite 1188, Vancouver, British Columbia, Canada, V6C 2B5.

2. Basis of preparation
(a) Statement of compliance
These unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 ‘Interim Financial Reporting’. They do not include all of the information and footnotes required by International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) for full annual financial statements and should be read in conjunction with the Company’s annual audited consolidated financial statements as at and for the year ended December 31, 2020.
Except as described in Note 3, the same accounting policies were used in the preparation of these unaudited condensed consolidated interim financial statements as for the most recent audited annual consolidated financial statements and reflect all the adjustments necessary for fair presentation in accordance with IFRS for the interim periods presented.
These unaudited condensed consolidated interim financial statements were authorized for issue by the Company’s Board of Directors on April 29, 2021.
(b) Critical accounting estimates and judgements
The preparation of these unaudited condensed consolidated interim financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
Significant judgements made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty are the same as those that applied to the consolidated financial statements as at and for the year ended December 31, 2020.

3. Significant accounting policies
(a) Adoption of new accounting standards
We adopted the new standard effective January 1, 2021 previously disclosed in the Company’s annual audited consolidated financial statements as at and for the year ended December 31, 2020. There was no material effect on the Company’s condensed consolidated interim financial statements.
A number of new standards and amendments to standards are effective for annual periods beginning after January 1, 2021 and earlier application is permitted; however, the Company has not early adopted and continues to evaluate the impact of the forthcoming or amended standards in preparing these condensed consolidated interim financial statements.

(1)

Eldorado Gold Corporation
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2021 and 2020
(Unaudited – in thousands of U.S. dollars, unless otherwise stated)
3. Significant accounting policies (continued)
Property, plant and equipment - proceeds before intended use
On May 14, 2020, the IASB published a narrow scope amendment to IAS 16 Property, Plant and Equipment - Proceeds before Intended Use. The amendment prohibits deducting from the cost of property, plant and equipment amounts received from selling items produced while preparing the asset for its intended use.  Instead, amounts received will be recognized as sales proceeds and related cost in profit or loss.  The effective date is for annual periods beginning on or after January 1, 2022. The amendment must be applied retrospectively, but only to items of property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after the beginning of the earliest period presented in the financial statements in which the amendments are first applied. The Company will adopt this narrow scope amendment on the date it becomes effective and does not expect a revision to comparative financial information in its consolidated interim financial statements as a result of adoption. 
Classification of liabilities as current or non-current
In January 2020, the IASB published narrow scope amendments to IAS 1 Presentation of financial statements. The narrow scope amendment clarifies that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date. The amendments are effective for annual periods beginning on or after January 1, 2023, and applied retrospectively. The Company will adopt the narrow scope amendments on the date it becomes effective and is currently evaluating the impact of the amendments on its consolidated interim financial statements.
(b) Change in estimate
The Company changed its estimate relating to total recoverable tonnes used to determine the depreciation, depletion and amortization of mineral properties and certain capitalized mine development costs, capitalized stripping costs, plant and mining assets whose estimated useful life is the same as the remaining life of the mine. Until December 31, 2020, the carrying amounts of these assets were depreciated, depleted or amortized over estimated recoverable tonnes of proven and probable mineral reserves. Effective January 1, 2021, total estimated recoverable tonnes for applicable mines also include a portion of inferred mineral resources considered to be highly probable to be economically extracted over the life of the mine. This change in estimate better reflects the pattern in which the asset's future economic benefits are expected to be consumed based on the current mine plans and was made as a result of increased experience in the conversion of inferred resources into proven and probable reserves for the applicable mines. Inferred resources are included in total estimated recoverable tonnes on a mine by mine basis if it is considered highly probable that those resources will be economically extracted.
This change in accounting estimate had an immaterial impact on the Company's results in the three months ended March 31, 2021 and will reduce the Company's depreciation expense in the future. However, because the depreciation recorded in future periods depends on the volume of tonnes mined during those periods, the Company is not able to accurately estimate the impact of this change in estimate on future periods.

(2)

Eldorado Gold Corporation
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2021 and 2020
(Unaudited – in thousands of U.S. dollars, unless otherwise stated)
4. Accounts receivable and other

	March 31, 2021		December 31, 2020	
				
Trade receivables	$	33,654 			$	35,649 		
Value added tax and other taxes recoverable	12,665 			12,171 		
Other receivables and advances	8,704 			5,843 		
Prepaid expenses and deposits	14,002 			19,359 		
Marketable securities	161 			194 		
	$	69,186 			$	73,216 		

5. Inventories

	March 31, 2021		December 31, 2020	
				
Ore stockpiles	$	5,127 			$	6,327 		
In-process inventory and finished goods	73,807 			81,120 		
Materials and supplies	91,589 			88,824 		
	$	170,523 			$	176,271 		

Charges of $570 and $51 were recognized in production costs and depreciation, respectively, in the three months ended March 31, 2021 to reduce the cost of zinc concentrate inventory at Stratoni to net realizable value (three months ended March 31, 2020 – $352 and $63 recognized in production costs and depreciation relating to gold, lead, and zinc concentrate inventory at Olympias and Stratoni).

6. Debt

	March 31, 2021		December 31, 2020	
Senior secured notes due 2024, net of unamortized discount and transaction costs of $8,041 (December 31, 2020 - $8,680) (Note 6 (a))	$	227,286 			$	226,647 		
Term loan, net of unamortized transaction costs of $1,304 (December 31, 2020 - $1,491) (Note 6 (b))	120,929 			131,842 		
Revolving credit facility (Note 6 (b))	150,000 			150,000 		
Redemption option derivative asset (Note 6 (a))	(6,682)			(7,357)		
	
	$	491,533 			$	501,132 		
Less: Current portion	55,567 			66,667 		
	
Long-term portion	$	435,966 			$	434,465 		

(a)Senior Secured Second Lien Notes due 2024
On June 5, 2019, the Company completed an offering of $300,000 senior secured second lien notes (the "senior secured notes”) at 98% of par value, with a coupon rate of 9.5% due June 1, 2024. The senior secured notes pay interest semi-annually on June 1 and December 1, beginning December 1, 2019.

(3)

Eldorado Gold Corporation
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2021 and 2020
(Unaudited – in thousands of U.S. dollars, unless otherwise stated)
6. Debt (continued)
The senior secured notes contain certain redemption features that constitute an embedded derivative asset, which is recognized separately at fair value and is classified as fair value through profit and loss. The decrease in fair value for the three months ended March 31, 2021 is $675 (March 31, 2020 – $4,429), which is recognized in finance costs.
The senior secured notes contain covenants that restrict, among other things, the ability of the Company to incur certain capital expenditures, distributions in certain circumstances and sales of material assets, in each case, subject to certain conditions. The Company is in compliance with these covenants at March 31, 2021.
The fair market value of the senior secured notes as at March 31, 2021 is $256,000 (December 31, 2020 – $260,500).
(b)Senior Secured Credit Facility
In May 2019, the Company executed a $450,000 amended and restated senior secured credit facility (the "third amended and restated credit agreement" or "TARCA") which consists of the following:
i) A $200,000 non-revolving term loan ("term loan") with six equal semi-annual payments commencing June 30, 2020.
ii) A $250,000 revolving credit facility with a maturity date of June 5, 2023.
On March 30, 2020, the Company drew $150,000 under the revolving credit facility as a proactive measure in light of the uncertainty surrounding the novel coronavirus ("COVID-19") pandemic. The Company has no immediate need for the funds and this amount remains outstanding at March 31, 2021 (December 31, 2020 - $150,000). At March 31, 2021, the $150,000 credit facility draw is classified as non-current according to its contractual maturity.
As at March 31, 2021, the Company has outstanding non-financial (Greece) and financial (Canada) letters of credit of EUR 58,216 and CDN $426, totaling $68,600 (December 31, 2020 - EUR 57,600 and CDN $400, totaling $70,800). The non-financial letters of credit were issued to secure certain obligations in connection with the Company's operations. In February 2021, the TARCA was amended such that the non-financial letters of credit no longer reduce credit availability under the revolving credit facility, thereby increasing the availability under the facility to $99.6 million. A repayment of $11,100 of principal on the term loan was made in conjunction with this amendment.
The TARCA contains covenants that restrict, among other things, the ability of the Company to incur additional unsecured indebtedness except in compliance with certain conditions, incur certain lease obligations, make distributions in certain circumstances, sell material assets or carry on a business other than one related to mining. Significant financial covenants include a minimum Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) to interest ratio and a maximum debt net of unrestricted cash ("net debt") to EBITDA ratio ("net leverage ratio"). The Company is in compliance with its covenants at March 31, 2021. 
Both the term loan and revolving credit facility bear interest at LIBOR plus a margin of 2.25% – 3.25%, dependent on a net leverage ratio pricing grid. As at March 31, 2021, the Company’s current interest charges and fees are as follows: LIBOR plus margin of 2.25% on the term loan and any amounts drawn from the revolving credit facility; 0.90% on non-financial letters of credit plus 0.12%, 2.25% on financial letters of credit plus 0.37%, and 0.5625% standby fees on the available and undrawn portion of the revolving credit facility.

(4)

Eldorado Gold Corporation
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2021 and 2020
(Unaudited – in thousands of U.S. dollars, unless otherwise stated)
7. Revenue
For the three months ended March 31, 2021, revenue from contracts with customers by product and segment was as follows:

	Turkey	Canada	Greece	Total	
					
Gold revenue - doré	$	84,952 		$	51,582 		$	— 		$	136,534 		
Gold revenue - concentrate	40,631 		— 		21,455 		62,086 		
Silver revenue - doré	758 		376 		— 		1,134 		
Silver revenue - concentrate	1,133 		— 		9,880 		11,013 		
Lead concentrate	— 		— 		9,252 		9,252 		
Zinc concentrate	— 		— 		8,375 		8,375 		
Revenue from contracts with customers	$	127,474 		$	51,958 		$	48,962 		$	228,394 		
Loss on revaluation of derivatives in trade receivables	(1,916)		— 		(1,859)		(3,775)		
	$	125,558 		$	51,958 		$	47,103 		$	224,619 		

For the three months ended March 31, 2020, revenue from contracts with customers by product and segment was as follows:

	Turkey	Canada	Greece	Total	
					
Gold revenue - doré	$	81,727 		$	42,582 		$	— 		$	124,309 		
Gold revenue - concentrate	39,986 		— 		21,952 		61,938 		
Silver revenue - doré	400 		185 		— 		585 		
Silver revenue - concentrate	483 		— 		4,471 		4,954 		
Lead concentrate	— 		— 		5,467 		5,467 		
Zinc concentrate	— 		— 		10,836 		10,836 		
	
Revenue from contracts with customers	$	122,596 		$	42,767 		$	42,726 		$	208,089 		
Loss on revaluation of derivatives in trade receivables	(1,102)		— 		(2,332)		(3,434)		
	$	121,494 		$	42,767 		$	40,394 		$	204,655 		

(5)

Eldorado Gold Corporation
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2021 and 2020
(Unaudited – in thousands of U.S. dollars, unless otherwise stated)
8. Mine standby costs

	Three months ended March 31, 2021		Three months ended March 31, 2020	
				
Skouries	$	1,278 			$	2,053 		
Lamaque	— 			1,055 		
Vila Nova	— 			267 		
Other mine standby costs	349 			655 		
	$	1,627 			$	4,030 		

9. Other income and finance costs

(a) Other income (loss)	Three months ended March 31, 2021		Three months ended March 31, 2020	
				
Loss on disposal of assets	$	(945)			$	(2,454)		
	
Interest and other income	1,623 			1,134 		
	
	$	678 			$	(1,320)		

												
(b) Finance costs	Three months ended March 31, 2021		Three months ended March 31, 2020	
				
Interest on the senior secured notes	$	6,195 			$	7,902 		
Interest on the term loan	960 			2,298 		
	
Other interest and financing costs	2,158 			1,088 		
Redemption option derivative loss (Note 6(a))	675 			4,429 		
Asset retirement obligation accretion	350 			490 		

	$	10,338 			$	16,207 		

10. Share capital
(a) Share capital

	2021		2020	
Voting common shares	Number of Shares		Total		Number of Shares		Total	

Balance at January 1,	174,931,381 			$	3,144,644 			164,963,324 			$	3,054,563 		
Shares issued upon exercise of share options, for cash	142,046 			717 			103,128 			424 		
Estimated fair value of share options exercised transferred from contributed surplus	— 			285 			— 			170 		
Shares issued to the public	— 			— 			2,186,382 			20,453 		
Share issuance costs	— 			— 			— 			(510)		
Flow-through shares issued, net of costs and premium	1,100,000 			11,471 			— 			— 		
Balance at March 31,	176,173,427 			$	3,157,117 			167,252,834 			$	3,075,100 		
(6)

Eldorado Gold Corporation
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2021 and 2020
(Unaudited – in thousands of U.S. dollars, unless otherwise stated)
10. Share capital (continued)
On March 30, 2021 the Company completed a private placement of 1,100,000 common shares at a price of CDN $16.00 per share for proceeds of CDN $17,600 ($13,930). The proceeds will be used to continue to fund the Lamaque decline project. The shares will qualify as flow-through shares for Canadian tax purposes and were issued at a premium of CDN $2.82 per share to the closing market price of the Company’s common shares at the date of issue. The premium of $2,456 was recognized in accounts payable and accrued liabilities and will be recognized in other income when the related tax benefits renounced.
(b) Earnings per share
The weighted average number of ordinary shares for the purposes of diluted earnings per share reconciles to the weighted average number of ordinary shares used in the calculation of basic earnings per share as follows:

	Three months ended March 31, 2021		Three months ended March 31, 2020	

Weighted average number of ordinary shares used in the calculation of basic earnings per share	174,533,634 			165,211,470 		
Dilutive impact of share options	1,359,660 			— 		
Dilutive impact of restricted share units and restricted share units with performance criteria	437,309 			— 		
Dilutive impact of performance share units	903,333 			— 		
	
Weighted average number of ordinary shares used in the calculation of diluted earnings per share	177,233,936 			165,211,470 		

For the three months ended March 31, 2021, 2,666,329 options were excluded from the dilutive weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive. As the three months ended March 31, 2020 was in a net loss position, the effect of all share instruments were anti-dilutive.

11. Share-based payment arrangements
Share-based payments expense consists of:

	Three months ended March 31, 2021		Three months ended March 31, 2020	
				
Share options	$	753 			$	762 		
Restricted shares with no performance criteria	235 			307 		
Restricted shares with performance criteria	645 			459 		
Performance shares	284 			369 		
Deferred units	(136)			(102)		
	$	1,781 			$	1,795 		

(a)    Share option plans
The Company's incentive stock option plan (the "Plan") consists of options ("Options") which are subject to a 5-year maximum term and payable in shares of the Company when vested and exercised. Options vest at the discretion of the board of directors of the Company (the "Board") at the time an Option is granted. Options generally vest in three equal and separate tranches with the first vesting commencing one year after the date of grant and the second and third tranches vesting on the second and third anniversary of the grant date.
(7)

Eldorado Gold Corporation
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2021 and 2020
(Unaudited – in thousands of U.S. dollars, unless otherwise stated)
11. Share-based payment arrangements (continued)
Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:

	2021		2020	
	Weighted average exercise price
CDN$		Number of
options		Weighted average exercise price
CDN$		Number of
options	
At January 1,	$	11.56 			5,092,388 			$	14.08 			5,714,491 		
Options granted	13.27 			1,048,916 			12.90 			892,214 		
Exercised	6.35 			(142,046)			5.80 			(103,128)		
Expired	16.10 			(781,322)			33.40 			(813,933)		
Forfeited	12.05 			(271,167)			11.28 			(40,367)		
At March 31,	$	11.33 			4,946,769 			$	11.28 			5,649,277 		

As at March 31, 2021, a total of 3,854,677 options (December 31, 2020 – 3,898,038) were available to grant under the Plan. As at March 31, 2021, 2,318,981 share options (December 31, 2020 – 2,416,611) with a weighted average exercise price of CDN $12.20 (December 31, 2020 – CDN $14.45) had vested and were exercisable.
The weighted average market share price at the date of exercise for share options exercised for the quarter ended March 31, 2021 was CDN $14.19 (March 31, 2020 – CDN $12.16).
During the quarter, 1,048,916 (March 31, 2020 – 892,214) share options were granted. The weighted average fair value per stock option granted was CDN $5.63 (March 31, 2020 – CDN $4.14). The assumptions used to estimate the fair value of options granted during the three months ended March 31, 2021 and 2020 are in the table below. Volatility was determined based on the historical volatility over the estimated lives of the share options.

	2021 			2020 		
Risk-free interest rate (range)	0.3% - 0.6%		0.9% - 1.0%	
Expected volatility (range)	 64.5% - 68.0%		62.7% - 63.7%	
Expected life	 2.9 years		3.0 years	
Expected dividends (CDN$)	— 			— 		

(b)    Restricted share unit plan
The Company has a restricted share unit plan (“RSU” plan) whereby restricted share units ("RSUs") may be granted to senior management of the Company. Such RSUs may be redeemed by the holder in shares or cash, with cash redemptions subject to the approval of the Board. The current maximum number of common shares authorized for issue under the RSU plan is 5,000,000. As at March 31, 2021, 476,554 common shares purchased by the Company remain held in trust in connection with this plan and have been included in treasury stock within equity on the consolidated statement of financial position.

(8)

Eldorado Gold Corporation
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2021 and 2020
(Unaudited – in thousands of U.S. dollars, unless otherwise stated)
11. Share-based payment arrangements (continued)
Currently, the Company has two types of RSUs:
i.RSU with no performance criteria
These RSUs are exercisable into one common share once vested, for no additional consideration. They vest as follows: one third on the first anniversary of the grant date, one third on the second anniversary of the grant date and one third on the third anniversary of the grant date. RSUs with no performance criteria terminate on the third anniversary of the grant date. All vested RSUs which have not been redeemed by the date of termination are automatically redeemed. Such RSUs may be redeemed by the holder in shares or cash, with cash redemptions subject to the approval of the Board. 
A total of 175,468 RSUs with no performance criteria with an average grant-date fair value of CDN $13.80 per unit were granted during the three months ended March 31, 2021 under this plan (March 31, 2020 - 149,552). The fair value of each RSU issued is determined based on the quoted market value of the Company's shares on date of grant.
A summary of the status of the RSUs with no performance criteria and changes is as follows:

	2021 			2020 		
At January 1,	478,067 			536,330 		
Granted	175,468 			149,552 		
Redeemed	(88,032)			(92,968)		
Forfeited	(40,898)			— 		
At March 31,	524,605 			592,914 		

As at March 31, 2021, 109,649 restricted share units are fully vested and exercisable (December 31, 2020 – 44,478).
ii.RSU with performance criteria
RSUs with performance criteria vest on the third anniversary of the grant date, subject to achievement of pre-determined market-based performance criteria. When fully vested, the number of RSUs redeemed will range from 0% to 200% of the target award, subject to the performance of the share price over the three-year period.
A total of 350,945 RSUs with performance criteria were granted during the three months ended March 31, 2021 (March 31, 2020 – 299,112) with a fair value of CDN $22.45 (March 31, 2020 – CDN $24.94). The fair value of each RSU with market-based performance criteria issued is determined based on fair value of the share units on the date of grant which is based on a valuation model which uses the expected future forward price of the Company's shares and an index consisting of global gold-based securities.
A summary of the status of the RSUs with performance criteria and changes is as follows:

	2021 			2020 		
At January 1,	689,967 			457,498 		
Granted	350,945 			299,112 		
	
Forfeited	(26,671)			(66,643)		
At March 31,	1,014,241 			689,967 		

(9)

Eldorado Gold Corporation
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2021 and 2020
(Unaudited – in thousands of U.S. dollars, unless otherwise stated)
11. Share-based payment arrangements (continued)
(c)    Deferred unit plan
The Company has an independent directors deferred unit plan (“DU Plan”) under which deferred units ("DU’s") are granted by the Board from time to time to independent directors (“the Participants”). DUs may be redeemed only on retirement of the independent director from the Board (the “Termination Date”) by providing the redemption notice (“Redemption Notice”) to the Company specifying the redemption date which shall be no later than December 15 of the first calendar year commencing after the calendar year in which the Termination Date occurred (the “Redemption Date”). The participant receives a cash payment equal to the market value of such DUs as of the Redemption Date. 
As at March 31, 2021, 346,993 DUs were outstanding (December 31, 2020 – 289,360) with a fair value of $3,747, which is included in accounts payable and accrued liabilities (December 31, 2020 – $3,834). The fair value was determined based on the closing share price at March 31, 2021.
(d)    Performance share units plan
The Company has a Performance Share Unit plan (the “PSU” Plan) whereby PSUs may be granted to senior management of the Company at the discretion of the Board of Directors. Under the plan, PSUs cliff vest on the third anniversary of the grant date (the “Redemption Date”) and are subject to terms and conditions including the achievement of predetermined performance criteria (the “Performance Criteria”). When fully vested the number of PSUs redeemed will range from 0% to 200% of the target award, subject to the achievement of the Performance Criteria. Once vested, at the option of the Company, PSU’s are redeemable as a cash payment equal to the market value of the vested PSUs as of the Redemption Date, common shares of the Company equal to the number of vested PSUs, or a combination of cash and shares equal to the market value of the vested PSUs, for no additional consideration from the PSU holder and to be redeemed as soon as practicable after the Redemption Date.
There were no PSUs granted during the three months ended March 31, 2021 under the PSU Plan (March 31, 2020 – nil). The current maximum number of common shares authorized for issuance from treasury under the PSU Plan is 100,395. The fair value of each PSU issued is determined based on fair value of the share units on the date of grant which is based on the expected future forward price of the Company's shares and an index consisting of global gold securities.
Movements in the PSUs during the three months ended March 31, 2021 and March 31, 2020 are as follows:

	2021 			2020 		
At January 1,	525,605 			610,885 		
	
Expired	— 			(85,280)		
	
At March 31,	525,605 			525,605 		

12. Supplementary cash flow information

	Three months ended March 31, 2021		Three months ended March 31, 2020	
Changes in non-cash working capital:				
Accounts receivable and other	$	16,278 			$	(3,325)		
Inventories	1,733 			(831)		
Accounts payable and accrued liabilities	(5,879)			(12,014)		
	$	12,132 			$	(16,170)		

(10)

Eldorado Gold Corporation
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2021 and 2020
(Unaudited – in thousands of U.S. dollars, unless otherwise stated)
13. Commitments and Contractual Obligations
Significant changes to the Company's commitments and contractual obligations as at March 31, 2021, include:

	Within 1 year	2 years	3 years	4 years	5 years	Over 5 years	Total	
								
Debt	$	55,567 		$	66,666 		$	150,000 		$	233,953 		$	— 		$	— 		$	506,186 		
Purchase obligations	79,395 		2,866 		235 		235 		235 		— 		82,966 		
	$	134,962 		$	69,532 		$	150,235 		$	234,188 		$	235 		$	— 		$	589,152 		

Debt obligations represent required repayments of principal for the senior secured notes and term loan and do not include interest on debt. Debt obligations also include the March 31, 2020 draw of $150,000 under the revolving credit facility that has been presented in the table above at June 5, 2023, based on the contractual maturity date of the revolving credit facility.
Purchase obligations relate primarily to operating costs at all mines and capital projects at Kişladağ.

14. Financial instruments by category
Fair values are determined directly by reference to published price quotations in an active market, when available, or by using a valuation technique that uses inputs observed from relevant markets.
The three levels of the fair value hierarchy are described below:
•Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
•Level 2 – Inputs that are observable, either directly or indirectly, but do not qualify as Level 1 inputs (i.e., quoted prices for similar assets or liabilities).
•Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
Assets measured at fair value as at March 31, 2021 include marketable securities of $161 (December 31, 2020 – $194), comprised of publicly-traded equity investments classified as fair value through other comprehensive income, settlement receivables of $30,454 (December 31, 2020 – $31,898) arising from provisional pricing in contracts for the sale of metals in concentrate classified as fair value through profit and loss and a derivative asset of $6,682 (December 31, 2020 – $7,357), related to the redemption options associated with the senior secured notes classified as fair value through profit and loss. Changes in the fair value of settlement receivables are recorded in revenue and changes in the fair value of the redemption option derivative asset are recorded in finance costs. Valuation of the contingent consideration on the acquisition of interest in Hellas Gold SA is measured at fair value, with any changes in fair value recorded in profit or loss. No other liabilities are measured at fair value on a recurring basis as at March 31, 2021.

(11)

Eldorado Gold Corporation
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2021 and 2020
(Unaudited – in thousands of U.S. dollars, unless otherwise stated)
14. Financial instruments by category (continued)
The fair value of financial instruments traded in active markets is based on quoted market prices at the date of the statement of financial position. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the group is the current bid price. The Company's marketable securities are included in Level 1. Instruments included in Level 2 comprise settlement receivables, the redemption option derivative asset and the fair market value of the Company's senior secured notes (Note 6). The fair value of settlement receivables is determined based on forward metal prices for the quotational period; the fair value of the Company's redemption option derivative asset is based on models using observable interest rate inputs and the fair value of the Company's senior secured notes is based on observable prices in inactive markets. The fair value of the term loan of $122,233 and the fair value of the revolving credit facility approximates the carrying value both based on current market rates of interest and the Company's credit risk premium, and represent Level 2 fair value measurements. The fair value measurement of contingent consideration related to the acquisition of the minority interest in Hellas Gold SA is categorized as a Level 3 fair value. For all other financial instruments, carrying amounts approximate fair value.

15. Financial risk management
Eldorado’s activities expose it to a variety of financial risks. Significant changes to the Company’s financial risks and overall risk management program as at March 31, 2021 are outlined below.
(a)Interest rate risk
The Company's outstanding debt is in the form of senior secured notes with a fixed interest rate of 9.5% and a term loan with a variable rate based on LIBOR. In March 2020, the Company additionally drew $150,000 under the revolving credit facility as a proactive measure in light of the uncertainty surrounding the COVID-19 pandemic. Borrowings under the revolving credit facility are also at variable rates of interest based on LIBOR. Borrowings at variable rates of interest expose the Company to interest rate risk. At March 31, 2021, $122,233 is outstanding under the term loan and $150,000 is outstanding under the revolving credit facility. A 1% increase in the variable interest rate would result in a $1,965 decrease in net earnings on an annualized basis.
(b)Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. In March 2020, the Company drew $150,000 under the revolving credit facility and continues to hold these funds as a proactive measure in light of the uncertainty surrounding the COVID-19 pandemic. The Company has no immediate need for the funds. Management cannot accurately predict the impact COVID-19 will have on the Company’s operations, the fair value of the Company's assets, its ability to obtain financing, third parties’ ability to meet their obligations with the Company and the length of travel and quarantine restrictions imposed by governments of the countries in which the Company operates.
In February 2021, the TARCA was amended such that the non-financial letters of credit no longer reduce credit availability under the revolving credit facility, thereby increasing the availability under the facility to $99.6 million. A repayment of $11,100 of principal on the term loan was made in conjunction with this amendment.
Management continues to monitor the Company’s capabilities to meet ongoing debt and other commitments, including reviewing its operating costs and capital budget to reduce expenditures if required.

(12)

Eldorado Gold Corporation
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2021 and 2020
(Unaudited – in thousands of U.S. dollars, unless otherwise stated)
16. Segment information
Identification of reportable segments
The Company has identified its operating segments based on the internal reports that are reviewed and used by the chief executive officer and the executive management (the chief operating decision makers or "CODM") in assessing performance and in determining the allocation of resources.
The CODM consider the business from both a geographic and product perspective and assess the performance of the operating segments based on measures of profit and loss as well as assets and liabilities. These measures include earnings from mine operations, expenditures on exploration, property, plant and equipment and non-current assets, as well as total debt. As at March 31, 2021, Eldorado had six reportable segments based on the geographical location of mining and exploration and development activities.
Geographical segments
Geographically, the operating segments are identified by country and by operating mine. The Turkey reporting segment includes the Kişladağ and the Efemçukuru mines and exploration activities in Turkey. The Canada reporting segment includes the Lamaque operations and exploration activities in Canada. The Greece reporting segment includes the Stratoni and Olympias mines, the Skouries, Perama Hill and Sapes projects and exploration activities in Greece. The Romania reporting segment includes the Certej project and exploration activities in Romania. The Brazil reporting segment includes the Tocantinzinho project and exploration activities. The Brazil segment also include Vila Nova up until the sale of the Vila Nova iron ore mine in September 2020. Other reporting segment includes operations of Eldorado’s corporate offices.
Financial information about each of these operating segments is reported to the CODM on a monthly basis. The mines in each of the different reporting segments share similar economic characteristics and have been aggregated accordingly.
(13)

Eldorado Gold Corporation
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2021 and 2020
(Unaudited – in thousands of U.S. dollars, unless otherwise stated)
16. Segment information (continued)

For the three months ended
March 31, 2021	Turkey	Canada	Greece	Romania	Brazil	Other	Total	
								
Earnings and loss information								
Revenue	$	125,558 		$	51,958 		$	47,103 		$	— 		$	— 		$	— 		$	224,619 		
Production costs	40,912 		22,983 		44,665 		— 		— 		— 		108,560 		
	
Depreciation and amortization	29,548 		13,241 		13,520 		— 		— 		— 		56,309 		
Earnings (loss) from mine operations	$	55,098 		$	15,734 		$	(11,082)		$	— 		$	— 		$	— 		$	59,750 		
								
Other significant items of income and expense								
	
Write-down (reversal) of assets	$	(750)		$	— 		$	— 		$	— 		$	— 		$	— 		$	(750)		
Exploration and evaluation expenses	821 		1,483 		137 		996 		53 		571 		4,061 		
Income tax expense (recovery)	22,436 		6,001 		(8,153)		6,417 		1,548 		— 		28,249 		
								
Capital expenditure information								
Additions to property, plant and equipment during the period *	$	31,021 		$	17,444 		$	10,611 		$	— 		$	865 		$	333 		$	60,274 		

Information about assets and liabilities								
Property, plant and equipment	$	766,034 		$	584,918 		$	2,024,642 		$	413,857 		$	205,307 		$	9,792 		$	4,004,550 		
Goodwill	— 		92,591 		— 		— 		— 		— 		92,591 		
	$	766,034 		$	677,509 		$	2,024,642 		$	413,857 		$	205,307 		$	9,792 		$	4,097,141 		
								
Debt, including current portion	$	— 		$	— 		$	— 		$	— 		$	— 		$	491,533 		$	491,533 		
* Presented on an accrual basis, excludes asset retirement adjustments.

(14)

Eldorado Gold Corporation
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2021 and 2020
(Unaudited – in thousands of U.S. dollars, unless otherwise stated)
16. Segment information (continued)

For the three months ended
March 31, 2020	Turkey	Canada	Greece	Romania	Brazil	Other	Total	
								
Earnings and loss information								
Revenue	$	121,494 		$	42,767 		$	40,394 		$	— 		$	— 		$	— 		$	204,655 		
Production costs	43,577 		17,846 		39,939 		— 		— 		— 		101,362 		
	
Depreciation and amortization	22,817 		17,366 		12,180 		— 		— 		— 		52,363 		
Earnings (loss) from mine operations	$	55,100 		$	7,555 		$	(11,725)		$	— 		$	— 		$	— 		$	50,930 		
								
Other significant items of income and expense								
	
Exploration and evaluation expenses	$	458 		$	847 		$	130 		$	1,103 		$	67 		$	622 		$	3,227 		
Income tax expense (recovery)	19,188 		(43)		(3,831)		578 		5,513 		— 		21,405 		
								
Capital expenditure information								
Additions to property, plant and equipment during the period*	$	13,982 		$	11,844 		$	9,371 		$	3 		$	498 		$	5 		$	35,703 		
	
* Presented on an accrual basis, excludes asset retirement adjustments.

																								
For the year ended
December 31, 2020	Turkey	Canada	Greece	Romania	Brazil	Other	Total	
								
Information about assets and liabilities								
Property, plant and equipment	$	762,162 		$	579,399 		$	2,027,612 		$	414,118 		$	205,432 		$	9,770 		$	3,998,493 		
Goodwill	— 		92,591 		— 		— 		— 		— 		92,591 		
	$	762,162 		$	671,990 		$	2,027,612 		$	414,118 		$	205,432 		$	9,770 		$	4,091,084 		
								
Debt, including current portion	$	— 		$	— 		$	— 		$	— 		$	— 		$	501,132 		$	501,132 		

17. Events occurring after the reporting date
On April 7, 2021, the Company completed the acquisition of all of the outstanding common shares of QMX Gold Corporation ("QMX") not already owned by the Company by way of a plan of arrangement ("Arrangement"). Under the terms of the Arrangement, each shareholder is entitled to receive, for each QMX share held, (i) CDN $0.075 in cash and (ii) 0.01523 of an Eldorado common share. Total consideration for the interest in QMX not already owned by the Company was approximately CDN $113,046 (USD $89,876), of which CDN $31,186 (USD $24,793) was paid in cash at closing. QMX has interests in mineral properties in the Canadian province of Québec in proximity to the Company’s Lamaque operations and the Company owned 68,125,000 shares of QMX, or approximately 16% of QMX shares outstanding, prior to completion of the Arrangement.
On April 16, 2021, an increase in the corporate income tax rate in Turkey was enacted. The current effective corporate income tax rate of 20% increased to 25% for 2021, 23% for 2022 and will return to 20% for 2023 onwards. The increase, which is effective on July 1, 2021 with retroactive application to January 1, 2021, does not affect the amounts of the current or deferred income taxes recognized at March 31, 2021, as the change was not substantively enacted by that date. The Company is currently assessing the impact of the rate change on its consolidated financial statements.
(15)

Exhibit 99.2

			
Management’s Discussion and Analysis	
	
For the three months ended March 31, 2021	

									
			
		Suite 1188, 550 Burrard Street	
		Vancouver, British Columbia	
		V6C 2B5	
			
		Phone: (604) 687-4018	
		Fax: (604) 687-4026	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Management’s Discussion and Analysis
This Management’s Discussion and Analysis (“MD&A”) dated April 29, 2021 for Eldorado Gold Corporation contains information that management believes is relevant for an assessment and understanding of our consolidated financial position and the results of consolidated operations for the three months ended March 31, 2021. The MD&A should be read in conjunction with the unaudited condensed consolidated interim financial statements for the three months ended March 31, 2021 and 2020, which were prepared in accordance with International Accounting Standard (“IAS”) 34 'Interim Financial Reporting'. In addition, this MD&A should be read in conjunction with both the audited annual consolidated financial statements for the years ended December 31, 2020 and 2019 prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and the related annual MD&A.
Throughout this MD&A, Eldorado, we, us, our and the Company means Eldorado Gold Corporation. This quarter means the first quarter of 2021.

Forward Looking Statements and Information
This MD&A contains forward-looking statements and information and should be read in conjunction with the risk factors described in the “Managing Risk” and “Other Information and Advisories” sections of this MD&A. Additional information including this MD&A, the unaudited condensed consolidated interim financial statements for the three months ended March 31, 2021 and 2020, the audited annual consolidated financial statements for the years ended December 31, 2020 and 2019, our Annual Information Form for the year ended December 31, 2020 (our "AIF"), and press releases have been filed electronically through the System for Electronic Document Analysis and Retrieval (“SEDAR”), the Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"), and are available online under the Eldorado profile at www.sedar.com, www.sec.gov/edgar and on the Company’s website (www.eldoradogold.com).

Non-IFRS Measures
Certain non-IFRS measures are included in this MD&A, including cash operating costs and cash operating cost per ounce sold, total cash costs and total cash costs per ounce sold, all-in sustaining cost ("AISC") and AISC per ounce sold, sustaining and growth capital, average realized gold price per ounce sold, adjusted net earnings/(loss) attributable to shareholders, adjusted net earnings/(loss) per share attributable to shareholders, earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"), free cash flow, working capital and cash flow from operations before changes in working capital. In the gold mining industry, these are common performance measures but may not be comparable to similar measures presented by other issuers. We believe that these measures, in addition to information prepared in accordance with IFRS, provides investors with useful information to assist in their evaluation of the Company’s performance and ability to generate cash flow from operations. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. For further information, refer to the “Non-IFRS Measures” section of this MD&A.
The following additional abbreviations may be used throughout this MD&A: General and Administrative Expenses ("G&A"); Gold ("Au"); Ounces ("oz"); Grams per Tonne ("g/t"); Million Tonnes ("Mt"); Tonnes ("t"); Kilometre ("km"); Metres ("m"); Tonnes per Day ("tpd"); Kilo Tonnes ("kt"); Percentage ("%"); Cash Generating Unit ("CGU"); Life of Mine ("LOM"); New York Stock Exchange ("NYSE") and Toronto Stock Exchange ("TSX"), Net Present Value ("NPV"), Internal Rate of Return ("IRR") and London Inter-Bank Offered Rate ("LIBOR").

Reporting Currency and Tabular Amounts
All amounts are presented in U.S. dollars ("$") unless otherwise stated. Unless otherwise specified, all tabular amounts are expressed in millions of U.S. dollars, except share, per share or per ounce amounts. Due to rounding, numbers presented throughout this MD&A may not add precisely to the totals provided.

									
		2	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Table of Contents

Section				Page	

		
About Eldorado	4	
		
First Quarter 2021 and Subsequent Period Highlights	5	
		
Key Business Developments	6	
		
Consolidated Financial and Operational Highlights	7	
		
Review of Financial and Operating Performance	8	
		
Quarterly Operations Update	10	
		
Development Projects	16	
		
Exploration and Evaluation	17	
		
Financial Condition and Liquidity	18	
		
Quarterly Results	21	
		
Outstanding Share Information	21	
		
Non-IFRS Measures	22	
		
Managing Risk	30	
		
Other Information and Advisories	31	
		
Corporate Information	35	

									
		3	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
About Eldorado
Eldorado Gold is a Canadian gold, silver and base metals producer with more than 25 years of experience in discovering, building and operating mines in Europe, Asia and the Americas. Dual-listed on the Toronto (TSX: ELD) and New York (NYSE: EGO) stock exchanges, we are focused on creating value for our stakeholders at each stage of the mining process.
Our operations are global and we have assets in Turkey, Canada, Greece, Romania and Brazil. We operate five mines: Kisladag and Efemcukuru located in western Turkey, Lamaque (Triangle mine) in Canada, and Olympias and Stratoni located in northern Greece. Kisladag, Efemcukuru and Lamaque are gold operations, while Olympias and Stratoni are polymetallic operations. Olympias produces three concentrates bearing lead-silver, zinc and gold. Stratoni produces two concentrates bearing lead-silver and zinc.
Complementing our producing portfolio is our advanced stage development project, the Skouries gold-copper project in northern Greece. Skouries is currently on care and maintenance. We have in place an amended Investment Agreement with the Hellenic Republic that provides a mutually beneficial and modernized legal and financial framework to allow for investment in the Skouries project and the Olympias and Stratoni mines. We continue to engage with the Greek government to receive regulatory approval for future permits and technical studies.
Other development projects in our portfolio include:
•Perama Hill, gold-silver, Greece;
•Certej (80.5%), gold, Romania; and
•Tocantinzinho, gold, Brazil.
Our operating mines and development projects provide excellent opportunities for reserve growth through near-mine exploration. We also conduct early-stage exploration programs with the goal of providing low cost growth through discovery.
Our strategy is to focus on jurisdictions that offer the potential for long-term growth and access to high-quality assets. Fundamental to executing on this strategy is the strength of our in-country teams and stakeholder relationships. We have a highly skilled and dedicated workforce of over 4,500 people worldwide, with the majority of employees and management being nationals of the country of operation.
Through discovering and acquiring high-quality assets, safely developing and operating world-class mines, growing resources and reserves, responsibly managing impacts and building opportunities for local communities, we strive to deliver value for all our stakeholders.

									
		4	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
First Quarter 2021 and Subsequent Period Highlights

•Q1 2021 production on plan and in line with 2021 annual guidance: Gold production totalled 111,742 ounces in Q1 2021, in-line with 2021 annual guidance and a decrease of 4% from Q1 2020 production of 115,950 ounces. Eldorado is maintaining its annual guidance of 430,000 - 460,000 ounces of gold at an all-in sustaining cost of $920-$1,150 per ounce sold.

•Amended Investment Agreement ratified: In March 2021, our Amended Investment Agreement ("Agreement") with the Hellenic Republic was ratified by the Greek parliament and published in the Greek Government Gazette, officially becoming law. The Agreement provides a mutually beneficial and modernized legal and financial framework to allow for investment in the Skouries project and the Olympias and Stratoni mines.

•Approval for use of dry stack tailings at Skouries: In April 2021, the Greek Ministry of Energy and Environment approved a modification to the Kassandra Mines Environmental Impact Assessment ("EIA") to allow for the use of dry stack tailings disposal at the Skouries project, which is expected to provide a number of environmental benefits.

•Planned increase in unit costs due to lower grades: Q1 2021 cash operating costs of $641 per ounce sold (Q1 2020: $627) and all-in sustaining costs ("AISC") of $986 per ounce sold (Q1 2020: $952) were both negatively impacted by planned lower grades at Kisladag and Lamaque.

•Continued free cash flow: Net cash from operating activities of $90.9 million in Q1 2021 (Q1 2020: $53.3 million) benefited from a higher average realized gold price. Free cash flow of $24.6 million in Q1 2021 (Q1 2020: $7.2 million) also benefited from timing of capital expenditure.

•Continued strong financial liquidity: The Company currently has $533.8 million of cash, cash equivalents and term deposits and $99.6 million available under its revolving credit facility.

•Increased EBITDA: Q1 2021 EBITDA was $105.3 million (Q1 2020: $84.7 million) and Q1 2021 adjusted EBITDA was $108.0 million (Q1 2020: $90.0 million). Adjustments in both periods included, among other things, share based compensation and losses on asset disposals.

•Net earnings and adjusted net earnings attributable to shareholders: Q1 2021 net earnings attributable to shareholders of the Company was $8.3 million or $0.05 per share (Q1 2020: net loss attributable to shareholders of the Company of $4.9 million, or $0.03 loss per share). Adjusted net earnings attributable to shareholders of the Company in Q1 2021 was $21.0 million, or $0.12 per share (Q1 2020: $12.5 million, or $0.08 per share).

•Measures remain in place to manage the impact of the novel coronavirus ("COVID-19") pandemic: The Company's mines remain fully operational and isolated cases of COVID-19 have been successfully managed. Preventing the spread of COVID-19, ensuring safe working environments across Eldorado's global sites, and preparedness should an outbreak occur, remain priorities.

									
		5	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Key Business Developments
Response to the COVID-19 Pandemic and Impact on Operations
On March 11, 2020, COVID-19 was declared a global pandemic by the World Health Organization. In response, governments in numerous jurisdictions, including those where we operate, implemented emergency measures including travel restrictions, suspension of non-essential operations and changes to behaviour intended to reduce the spread of the virus.
We have subsequently taken steps and implemented global preventative measures to ensure a safe working environment for our employees and contractors and to prevent the spread of COVID-19. We continue to monitor our operating environments closely and are continuing to take proactive steps to protect the health and safety of our workforce, their families and our neighbouring communities.
Isolated cases of COVID-19 infections have been experienced at mine sites and in each case, employees and contractors at risk of exposure were identified, quarantined and tested for COVID-19 in accordance with our protocols. Our mines are currently fully operational.
No disruptions to the procurement of critical supplies have been experienced to date. We are monitoring our stock levels and the availability of critical supplies where shortages of these supplies could negatively impact production.
No significant disruptions have been experienced to date with respect to refining of doré or concentrate shipments as a result of the COVID-19 pandemic. We continue to monitor the impact of COVID-19 on our customers, including options to re-direct concentrate shipments to alternate customers as required.
On March 30, 2020, we drew $150 million under the revolving credit facility and continue to hold these funds as a proactive measure in light of the continued uncertainty surrounding the COVID-19 pandemic. We have no immediate plans for use of the funds, however, proceeds could be used for general corporate purposes as required. At this time, we intend to reduce the balance during 2021.
Arrangement Agreement to Acquire QMX Gold Corporation
On April 7, 2021, we completed the acquisition of all of the outstanding common shares of QMX Gold Corporation ("QMX") not already owned by the Company by way of a plan of arrangement ("Arrangement"). Under the terms of the Arrangement, each shareholder is entitled to receive, for each QMX share held, (i) CDN $0.075 in cash and (ii) 0.01523 of an Eldorado common share. Total consideration for the interest in QMX not already owned by the Company was approximately CDN $113.0 million (USD $89.9 million), of which CDN $31.2 million (USD $24.8 million) was paid in cash at closing.
Amended Investment Agreement
In March 2021, our Agreement with the Hellenic Republic was ratified by the Greek parliament and published in the Greek Government Gazette, officially becoming law. The Agreement governs the further development, construction and operation of the Skouries project and the Olympias and Stratoni mines. The Agreement amends the 2004 Transfer Agreement between Hellas Gold S.A. and the Hellenic Republic, and provides a modernized legal and financial framework to allow for the advancement of our investment in these assets. The Agreement includes an optimized Investment Plan for the Skouries project and the Olympias and Stratoni mines, provides benefits to our local communities and is expected to reduce our environmental footprint.
The Agreement also includes a 10% increase in royalty rates for all contained metals in concentrate (whereby the 2% royalty at a $1,300 per ounce gold price increases to 2.2%). This increase will be effective from the ratification date of March 23, 2021 and will apply to concentrate sales from our Olympias and Stratoni mines, as well as future sales from Skouries.
Ormaque Deposit Maiden Inferred Mineral Resource
In February 2021, we announced maiden Inferred Mineral Resources for the Ormaque deposit totalling 2.6 million tonnes at a grade of 9.5 grams per tonne, for 803,000 ounces of contained gold.

									
		6	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Consolidated Financial and Operational Highlights

	3 months ended March 31,	
	2021	2020	
Revenue	$224.6 		$204.7 		
Gold revenue	$195.7 		$183.7 		
Gold produced (oz)	111,742 		115,950 		
Gold sold (oz)	113,594 		116,219 		
Average realized gold price ($/oz sold) (4)	$1,723 		$1,580 		
Cash operating costs ($/oz sold) (1,4)	641 		627 		
Total cash costs ($/oz sold) (1,4)	687 		678 		
All-in sustaining costs ($/oz sold) (1,4)	986 		952 		
Net earnings (loss) for the period (2)	8.3 		(4.9)		
Net earnings (loss) earnings per share – basic ($/share) (2)	0.05 		(0.03)		
Adjusted net earnings (loss) (2,3,4)	21.0 		12.5 		
Adjusted net earnings (loss) per share ($/share) (2,3,4)	0.12 		0.08 		
Cash flow from operating activities before changes in working capital (4)	78.7 		69.4 		
Free cash flow (4)	24.6 		7.2 		
Cash, cash equivalents and term deposits	$533.8 		$363.6 		

(1)By-product revenues are off-set against cash operating costs.
(2)Attributable to shareholders of the Company.
(3)See reconciliation of net earnings (loss) to adjusted net earnings (loss) in the section 'Non-IFRS Measures'.
(4)These measures are non-IFRS measures. See the section 'Non-IFRS Measures' for explanations and discussion of these non-IFRS measures.

									
		7	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Review of Financial and Operating Performance
Health and Safety
As we continue to adapt to the evolving COVID-19 pandemic, we remain committed to the highest health and safety standards and our focus remains on our employees, their families and our local communities. The Company’s lost-time injury frequency rate per million person-hours worked (“LTIFR") was 1.81 in Q1 2021, worsening from 0.48 in Q1 2020. We continue to take proactive steps to improve workplace safety despite the challenges presented during the COVID-19 pandemic.
Production, Sales and Revenue
In Q1 2021, we produced 111,742 ounces of gold, a decrease of 4% from Q1 2020 production of 115,950 ounces.
•Kisladag produced 46,172 ounces, a decrease of 8% from Q1 2020 production of 50,176 ounces, primarily due to planned lower average grade in the quarter, which was partially offset by stronger recovery.
•Lamaque produced 28,835 ounces, an increase of 5% from Q1 2020 production of 27,353 ounces, reflecting increased processing volumes and partially offset by a planned decrease in average grade. Average grade is expected to increase in the second half of 2021.
•Efemcukuru produced 23,298 ounces, a modest increase from Q1 2020 production of 23,239 ounces.
•Olympias produced 13,437 ounces, a decrease of 11% from Q1 2020 production of 15,182 ounces, reflecting decreases in both processing volumes and average grade.
Gold sales in Q1 2021 totalled 113,594 ounces, a slight decrease of 2% from 116,219 ounces in Q1 2020. The slightly lower sales volume compared to the prior year primarily reflected decreases in production at Kisladag and Olympias.
The average realized gold price was $1,723 in Q1 2021, 9% higher than the average realized gold price of $1,580 in Q1 2020. The gold price rose in the second half of 2019 and further increased through 2020 amid economic uncertainty that was exacerbated by the COVID-19 pandemic starting in March 2020. Some subsequent weakening of the gold price was experienced in Q1 2021.
Total revenue was $224.6 million in Q1 2021, an increase of 10% from total revenue of $204.7 million in Q1 2020. The increase was primarily due to higher average realized gold prices.
Unit Cost Performance
Cash operating     costs in Q1 2021 averaged $641 per ounce sold, an increase from $627 per ounce sold in Q1 2020. The increase was primarily due to cash operating costs per ounce sold at Kisladag being negatively impacted by mining and processing lower-grade ore in the quarter, resulting in fewer ounces produced. Cash operating costs per ounce sold at Lamaque were also negatively impacted by lower average grades, combined with strengthening of the Canadian dollar in the quarter as compared to Q1 2020. These increases were partially offset by reductions in cash operating costs per ounce sold at Kisladag and Efemcukuru in Q1 2021 as a result of the weakening of the Turkish Lira from Q1 2020 and a change in the structure of concentrate contracts whereby lower payable ounces are offset by the elimination of treatment charges and other deductions.
AISC per ounce sold averaged $986 in Q1 2021, compared with $952 in Q1 2020. The increase primarily reflected higher AISC per ounce sold at Kisladag, Lamaque and Olympias as a result of higher cash operating costs per ounce sold in Q1 2021. AISC per ounce sold improved at Efemcukuru as a result of the decrease in cash operating costs, combined with a slight decrease in sustaining capital expenditure as compared to Q1 2020.
Total cash costs per ounce sold and AISC per ounce sold both benefited in Q1 2021 from a recent announcement in Turkey whereby the incremental 25% increase to gold royalty rates originally announced on September 4, 2020 was amended to be effective from the announcement date only, and is no longer retroactive to January 1, 2020. As a result of this announcement, $4.5 million of accrued royalty expense was reversed in Q1 2021.

		8	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Other Expenses
Depreciation expense totalled $56.3 million in Q1 2021, compared with $52.4 million in Q1 2020, as a result of increased tonnes mined. Lower average grade at Kisladag in the quarter led to increased depreciation on a per ounce sold basis as compared to Q1 2020.
Mine standby costs decreased to $1.6 million in Q1 2021 from $4.0 million in Q1 2020. Mine standby costs in Q1 2021 were related to Skouries and Perama Hill. Mine standby costs in Q1 2020 included $1.1 million at Lamaque during the period when mining and processing activities were suspended in accordance with a Quebec government-mandated restriction to address the COVID-19 pandemic in the province.
General and administrative costs increased to $10.1 million in Q1 2021 from $8.3 million in Q1 2020 primarily due to increased professional fees associated with the Amended Investment Agreement.
Finance costs totalled $10.3 million in Q1 2021, compared with $16.2 million in Q1 2020. The significant decrease was primarily due to non-cash revaluations of a derivative related to redemption options in our debt, combined with lower principal balances and lower variable interest rates.
Tax expense totalled $28.2 million in Q1 2021, compared to tax expense of $21.4 million in Q1 2020. The increase was a result of higher revenue in the first quarter with current tax expense of $18.7 million including $17.7 million relating to operations in Turkey and $1.0 million of Quebec mining duties for Lamaque. Deferred income tax expense of $2.8 million consists of $12.0 million of expense related to the weakening of local currencies in which income tax is determined, primarily the Lira and Real, and partially offset by deferred tax recoveries related to other changes in temporary differences, including for property, plant and equipment.
On April 16, 2021, an increase in the corporate income tax rate in Turkey was announced. The current effective corporate income tax rate of 20% increased to 25% for 2021, 23% for 2022 and will return to 20% for 2023 onwards. The increase, which is effective on July 1, 2021 with retroactive application to January 1, 2021, does not affect the amounts of the current or deferred income taxes recognized at March 31, 2021, as the change was not substantively enacted by that date.
Net Earnings to Shareholders
We reported net earnings attributable to shareholders of $8.3 million ($0.05 earnings per share) in Q1 2021, compared to a net loss of $4.9 million ($0.03 loss per share) in Q1 2020. Higher net income in Q1 2021 is primarily attributable to higher average realized gold prices, lower finance costs and a higher gain on foreign exchange. Net earnings in Q1 2021 included a $5.9 million net gain on foreign exchange primarily due to the significant weakening of the Lira at the end of the quarter. This led to a downward revaluation of Lira-denominated liabilities at Kisladag and Efemcukuru.
Adjusted net earnings were $21.0 million ($0.12 per share) in Q1 2021, compared to adjusted net earnings of $12.5 million ($0.08 earnings per share) in Q1 2020. Higher adjusted net earnings in Q1 2021 removed a $12.0 million loss on foreign exchange due to translation of deferred tax balances and a $0.7 million loss on the non-cash revaluation of the derivative related to redemption options in our debt.

									
		9	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Quarterly Operations Update
Gold Operations

	3 months ended March 31,	
	2021	2020	
Total			
 Ounces produced	111,742 		115,950 		
Ounces sold	113,594 		116,219 		
Cash operating costs ($/oz sold) (1,2)	$641 		$627 		
All-in sustaining costs ($/oz sold) (1,2)	$986 		$952 		
Sustaining capital expenditures (2)	$20.5 		$19.4 		
Kisladag			
Ounces produced	46,172 		50,176 		
Ounces sold	47,507 		51,600 		
Cash operating costs ($/oz sold) (1,2)	$492 		$451 		
All-in sustaining costs ($/oz sold) (1,2)	$607 		$578 		
Sustaining capital expenditures (2)	$2.8 		$3.0 		
Lamaque			
Ounces produced	28,835 		27,353 		
Ounces sold	29,078 		26,728 		
Cash operating costs ($/oz sold) (1,2)	$759 		$641 		
All-in sustaining costs ($/oz sold) (1,2)	$1,162 		$1,042 		
Sustaining capital expenditures (2)	$9.3 		$8.3 		
Efemcukuru			
Ounces produced	23,298 		23,239 		
Ounces sold	24,130 		23,221 		
Cash operating costs ($/oz sold) (1,2)	$525 		$642 		
All-in sustaining costs ($/oz sold) (1,2)	$693 		$864 		
Sustaining capital expenditures (2)	$2.6 		$3.1 		
Olympias			
Ounces produced	13,437 		15,182 		
Ounces sold	12,879 		14,670 		
Cash operating costs ($/oz sold) (1,2)	$1,145 		$1,196 		
All-in sustaining costs ($/oz sold) (1,2)	$1,799 		$1,646 		
Sustaining capital expenditures (2)	$5.8 		$5.0 		

(1)By-product revenues are off-set against cash operating costs.
(2)These measures are non-IFRS measures. See the section 'Non-IFRS Measures' for explanations and discussion of these non-IFRS measures.

									
		10	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Kisladag

Operating Data	3 months ended March 31,	
	2021	2020	
Tonnes placed on pad	3,127,290 		2,667,375 		
Head grade (g/t Au)	0.77	0.93 		
Gold ounces produced	46,172 		50,176 		
Gold ounces sold	47,507 		51,600 		
Cash operating costs ($/oz sold)	$492 		$451 		
All-in sustaining costs ($/oz sold)	$607 		$578 		
Financial Data			
Gold revenue	$85.0 		$81.7 		
Depreciation and depletion	18.7 		12.6 		
Earnings from mining operations	40.8 		43.2 		
Sustaining capital expenditures	$2.8 		$3.0 		

Kisladag produced 46,172 ounces of gold in Q1 2021, a decrease of 8% from 50,176 ounces in Q1 2020. The decrease was the result of a planned shift to lower-grade ore as compared to Q1 2020. Production was in line with expectations for the quarter and solution processing rates are expected to increase as a result of the installation of two additional multi-stage carbon-in-column ("CIC") sets during the quarter.
Tonnes placed on the heap leach pad in Q1 2021 were higher than planned, reflecting good equipment availability and crusher throughput. Ore placed on the pad in the first quarter had an average grade of 0.77 grams per tonne, slightly lower than planned but expected to increase in subsequent quarters.
Gold revenue increased to $85.0 million in Q1 2021 from $81.7 million in Q1 2020, reflecting increased gold prices during the quarter.
Cash operating costs per ounce sold increased to $492 in Q1 2021 from $451 in Q1 2020 The increase was primarily due to lower grade ore mined in the quarter and was partially offset by lower costs as a result of the weakening of the Turkish Lira from Q1 2020.
AISC per ounce sold increased to $607 in Q1 2021 from $578 in Q1 2020, in line with the increase in cash operating costs and benefited from lower net royalty expense in the quarter. A $2.8 million reversal of accrued royalty expense was recorded in Q1 2021 as a result of a recent announcement amending the 25% increase to gold royalty rates, as originally announced in September 2020, such that the increase is effective from the announcement date only and no longer retroactive to January 1, 2020. This reversal offset the negative impact of higher royalty expense in Q1 2021 due to increased gold prices. Sustaining capital expenditures of $2.8 million in Q1 2021 primarily included mine equipment overhauls and placement of inter-lift liner.
Growth capital expenditures of $23.9 million in Q1 2021 included continued installation works of a high-pressure grinding roll ("HPGR") circuit expected to improve heap leach recovery with commissioning on schedule for Q3 2021. Growth capital also included waste stripping and construction of the North leach pad to support the mine life extension.
Depreciation expense increased in Q1 2021 in line with higher tonnes mined. A significant portion of property, plant and equipment depreciates on a unit-of-production basis over total estimated recoverable tonnes. The decrease in grade in Q1 2021 therefore led to higher depreciation expense on a per ounce sold basis as compared to Q1 2020.

		11	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Lamaque

Operating Data	3 months ended March 31,	
	2021	2020	
Tonnes milled	180,834 		146,548 		
Head grade (g/t Au)	5.17 		6.05 		
Average recovery rate	96.0%	96.0%	
   Gold ounces produced	28,835 		27,353 		
   Gold ounces sold	29,078 		26,728 		
Cash operating costs ($/oz sold)	$759 		$641 		
All-in sustaining costs ($/oz sold)	$1,162 		$1,042 		
Financial Data			
Gold revenue	$51.6 		$42.6 		
Depreciation and depletion	13.2 		17.4 		
Earnings from mining operations	15.7 		7.6 		
Sustaining capital expenditures	$9.3 		$8.3 		

Lamaque produced 28,835 ounces of gold in Q1 2021, a 5% increase from 27,353 ounces in Q1 2020 despite a planned shift to lower-grade ore stopes. Average grade was 5.17 grams per tonne in Q1 2021 and is expected to increase in the second half of 2021. Tonnes processed in the quarter increased 23% from Q1 2020 as a result of increased underground production and processing volumes enabled by authorization received in March 2020 to expand the underground production limit at the Triangle deposit from 1,800 tonnes per day to 2,650 tonnes per day.
Gold revenue increased to $51.6 million in Q1 2021 from $42.6 million in Q1 2020 due to higher production, combined with increased gold prices.
Cash operating costs per ounce sold increased to $759 in Q1 2021 from $641 in Q1 2020, primarily reflecting the planned shift to lower-grade ore and was negatively impacted by a stronger Canadian dollar in the quarter as compared to Q1 2020.
AISC per ounce sold increased to $1,162 in Q1 2021 from $1,042 in Q1 2020 in line with higher cash operating costs per ounce sold. AISC included $9.3 million of sustaining capital expenditure related primarily to underground development and processing upgrades. Growth capital expenditure totalled $7.1 million in Q1 2021 and primarily included development of the decline from the Sigma mill to the Triangle mine which commenced in Q3 2020 and remains on schedule for completion in 2021.
Depreciation decreased in Q1 2021 despite higher ounces sold as a result of a change in estimate. A significant portion of property, plant and equipment depreciates on a unit-of-production basis over total estimated recoverable tonnes. Until December 31, 2020, total estimated recoverable tonnes included proven and probable mineral reserves only. Effective January 1, 2021, total estimated recoverable tonnes for Lamaque also include a portion of inferred mineral resources considered to be highly probable to be economically extracted over the life of the mine. This change in estimate better reflects the pattern in which the asset's future economic benefits are expected to be consumed based on the current mine plans.

									
		12	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Efemcukuru

Operating Data	3 months ended March 31,	
	2021	2020	
Tonnes milled	128,989 		129,467 		
Head grade (g/t Au)	6.67 		6.45 		
Average recovery rate (to concentrate)	93.6%	93.5%	
Gold ounces produced (1)	23,298 		23,239 		
Gold ounces sold	24,130 		23,221 		
Cash operating costs ($/oz sold)	$525 		$642 		
All-in sustaining costs ($/oz sold)	$693 		$864 		
Financial Data			
Gold revenue	$38.7 		$38.9 		
Depreciation and depletion	10.9 		10.3 		
Earnings from mining operations	14.3 		11.9 		
Sustaining capital expenditures	$2.6 		$3.1 		

(1)Payable metal produced (2021)

Efemcukuru produced 23,298 ounces of gold in Q1 2021, a slight increase from 23,239 ounces in Q1 2020, with production benefiting from an increase in average grade. Production in 2021 has been adjusted to reflect payable ounces, following a change in structure of concentrate sales contracts. The lower payable ounces under the new contracts are offset by a decrease in production costs due to the elimination of treatment charges and other deductions.
Gold revenue of $38.7 million benefited from a higher average realized gold price in the quarter but was negatively impacted by revaluation adjustments due to a decrease in the average gold price from Q4 2020.
Cash operating costs per ounce sold decreased to $525 in Q1 2021, from $642 in Q1 2020. Cash operating costs in Q1 2021 benefited from lower selling costs due to the change in structure of concentrate sales contracts, a slightly higher average grade and lower costs resulting from the weakening of the Turkish Lira.
AISC per ounce sold decreased to $693 in Q1 2021 from $864 in Q1 2020. The improvement was in line with lower cash operating costs per ounce sold and lower net royalty expense in the quarter. A $1.7 million reversal of accrued royalty expense was recorded in Q1 2021 as a result of a recent announcement amending the 25% increase to gold royalty rates, as originally announced in September 2020, such that the increase is effective from the announcement date only and no longer retroactive to January 1, 2020. This reversal offset the negative impact of higher royalty expense in Q1 2021 due to increased gold prices. Sustaining capital expenditure of $2.6 million in Q1 2021 primarily included underground development.

									
		13	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Olympias

Operating Data	3 months ended March 31,	
	2021	2020	
Tonnes milled	103,167 		106,938 		
Head grade (g/t Au)	6.98 		7.89 		
Average recovery rate (to concentrate)	85.4%	84.8%	
Gold ounces produced (1)	13,437 		15,182 		
Gold ounces sold	12,879 		14,670 		
Silver ounces produced (1)	204,789 		220,475 		
Lead tonnes produced (1)	2,021 		2,066 		
Zinc tonnes produced (1)	2,300 		2,348 		
Cash operating costs ($/oz sold)	$1,145 		$1,196 		
All-in sustaining costs ($/oz sold)	$1,799 		$1,646 		
Financial Data			
Gold revenue	$20.4 		$20.5 		
Silver and base metal revenue	12.9 		10.5 		
Depreciation and depletion	12.9 		11.1 		
Loss from mining operations	(8.9)		(7.3)		
Sustaining capital expenditures	$5.8 		$5.0 		

(1)Payable metal produced.

Olympias produced 13,437 ounces of gold in Q1 2021, an 11% decrease from 15,182 ounces in Q1 2020. The decrease reflected lower grades and lower processing volumes in the quarter. We continued to advance various initiatives in the quarter targeting efficiency and productivity improvements. Silver, lead and zinc production was lower in Q1 2021 as compared to Q1 2020 also as a result of lower grades and processing volumes.
Gold revenue was steady at $20.4 million in Q1 2021 compared to $20.5 million in Q1 2020 as lower sales volumes were partly offset by higher average realized gold prices. Silver and base metal revenue increased to $12.9 million in Q1 2021 from $10.5 million in Q1 2020 as a result of the timing of sales, combined with stronger prices.
Cash operating costs per ounce sold improved to $1,145 in Q1 2021 from $1,196 in Q1 2020 primarily as a result of higher silver and base metal prices, which reduce cash operating costs as by-product credits.
AISC per ounce sold increased to $1,799 in Q1 2021 from $1,646 in Q1 2020 primarily due to an increase in sustaining capital expenditure to $5.8 million in Q1 2021 from $5.0 million in Q1 2020. Sustaining capital expenditure in Q1 2021 primarily included underground development.

		14	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Stratoni

Operating Data	3 months ended March 31,	
	2021	2020	
Tonnes milled	47,810 		46,260 		
Lead head grade	5.3%	6.0%	
Zinc head grade	8.5%	10.4%	
Tonnes of concentrate produced	10,415 		12,083 		
Tonnes of concentrate sold	12,922 		11,866 		
Average realized concentrate price ($/t sold) (1)	$1,063 		$798 		
Cash operating costs ($/t of concentrate sold)	$1,164 		$1,073 		
Financial Data			
Concentrate revenues	$13.7 		$9.5 		
Depreciation and depletion	0.6 		1.1 		
Loss from mining operations	(2.2)		(4.4)		
Sustaining capital expenditures	$1.5 		$0.7 		

(1)Average realized price includes mark to market adjustments.

Stratoni produced 10,415 tonnes of concentrate during Q1 2021, a 14% decrease from 12,083 tonnes in Q1 2020. Production in the first quarter reflected lower average grades, but benefited from an increase in tonnes milled.
Concentrate revenues increased to $13.7 million in Q1 2021 from $9.5 million in Q1 2020, due to a higher average realized concentrate price, combined with an increase in tonnes of concentrate sold. The higher average realized concentrate price was due to increases in both lead and zinc prices in the quarter compared to Q1 2020.
Cash operating costs per tonne sold increased slightly to $1,164 in Q1 2021 from $1,073 in Q1 2020 as lower grades were partially offset by reduced market concentrate treatment charges.
Sustaining capital expenditure of $1.5 million in Q1 2021 primarily included underground development.

		15	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Development Projects
Skouries – Greece
While Skouries continues to remain on care and maintenance pending a full re-start of construction, certain construction activities that were suspended in 2017, including construction of the mill building, pebble crusher and the flotation building, resumed in late 2019 and continued in Q1 2021 to protect the plant assets. Capital expenditures totalled $0.8 million in Q1 2021 and primarily included remedial and design works.
We are advancing several key pieces of technical work on the Skouries project, including additional engineering and feasibility-level updates to the capital cost estimate. Approval was granted in April 2021 by the Greek Ministry of Energy and Environment for a modification to the Kassandra Mines EIA to allow for the use of dry stack tailings disposal at the Skouries project. Dry stack technology involves filtering tailings to remove water prior to stacking and compacting the dry material in a designated tailings area and is expected to provide a number of environmental benefits. We continue to evaluate financing options for Skouries. Following the re-start of construction, we expect to complete construction in approximately 2.5 years.
Spending on care and maintenance activities totalled $1.3 million in Q1 2021 and is included in mine standby costs.
Perama Hill – Greece
Work was re-initiated on the project in 2019 which was largely on hold since 2014. Work continued on updating the economic models reflecting current construction and equipment costs along with mine planning with respect to updating operating costs and gold price. A project review continues to evaluate the site conditions and project designs updated for changes in legislation, best practices and possible optimizations of the site and process. The permitting documentation is being updated.
Certej Project – Romania
We continue to evaluate strategic options for the Certej and Bolcana projects which may include a potential sale or a partnership. Environmental monitoring continued at the site during the quarter. Spending totalled $1.0 million in Q1 2021 and is included in exploration and evaluation expenditure.
Tocantinzinho Project – Brazil
We are currently evaluating strategic options, which may include a full or partial sale, partnership or standalone listing, to maximize value for the Tocantinzinho Project, a non-core gold asset. In August 2019, an updated technical report was completed for Tocantinzinho with an effective date of June 21, 2019 and filed on SEDAR and EDGAR. Highlights of the study at an estimated gold price of $1,300 include an IRR of 13.4% and an NPV of $216 million at a 5% discount rate. At an estimated gold price of $1,800, IRR is 33.8% with an NPV of $812 million at a 5% discount rate. Capital expenditure totalled $0.9 million in Q1 2021.

									
		16	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Exploration and Evaluation
Exploration and evaluation expenditures in Q1 2021 were primarily related to brownfields resource expansion programs at our operations in Canada, Turkey and Greece, in addition to early-stage projects and project generation activities in Turkey and Eastern Canada.
Exploration and evaluation expenditures are expensed when they relate to the initial search for, or the delineation of, mineral deposits, or the evaluation of the technical and economic feasibility of a project. Exploration and evaluation expenditures are capitalized once there is sufficient evidence to support the probability of generating positive economic returns.
In Q1 2021, exploration and evaluation expense totalled $4.1 million, of which $2.3 million related to early-stage projects in Quebec and Turkey. In Quebec, this included till-sampling drilling at the Montgolfier project. In Turkey, exploration drilling was completed at new targets within the Efemcukuru license (2,619 metres) and at the early-stage Bambal (1,706 metres) and Hod Maden North (2,303 metres) projects. The remaining expense related to activities at Certej and other sites.
Expenditures of $1.8 million were capitalized relating to resource expansion and resource conversion programs at the Triangle and Ormaque deposits (Lamaque Operations), Efemcukuru, Stratoni and Olympias. At the Triangle deposit, 5,015 metres of resource expansion drilling were completed in Q1 2021, including both surface and underground drillholes targeting extensions to shear-hosted (“C”) ore zones as well as previously untested areas along the northern edge of the deposit. Resource conversion drilling at Triangle (2,581 metres) targeted inferred resources within the lower portion of the C5 ore zone. In February 2021 we announced maiden Inferred Resources at the Ormaque deposit totalling 2.6 million tonnes at a grade of 9.5 grams per tonne, for 803,000 ounces of contained gold. Exploration drilling resumed at Ormaque following the announcement, with 3,109 metres completed during the quarter both testing grade continuity within the resource lenses and their lateral extensions.
At Efemcukuru, capitalized exploration was related to resource expansion and resource conversion drilling programs (3,666 metres) targeting ore shoots within the Kokarpinar vein system, located approximately 400 metres west of the current mining activities at the Kestane Beleni vein system. Detailed mapping and sampling programs were also completed in the western part of the property, with high gold grades identified in poorly-exposed vein systems that are planned to be drill-tested later in 2021.
At the Stratoni mine, surface drilling paused in late January (380 metres completed) and resumed late in the quarter. Two drill rigs are currently active, ramping up to four in early Q2 2021, all testing along-strike and down-dip extensions to the Mavres Petres ore lenses. At Olympias, 2,667 metres of drilling were completed during Q1 2021, targeting western lateral extensions to the Flats ore zones.

									
		17	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Financial Condition and Liquidity
Operating Activities
Net cash generated from operating activities increased to $90.9 million in Q1 2021 from $53.3 million in Q1 2020, primarily a result of a higher average realized gold price. Taxes paid of $24.5 million in Q1 2021 primarily related to operations in Turkey, and to a lesser extent, Quebec mining duties for Lamaque. Interest payments of $2.2 million were made in Q1 2021, primarily relating to the term loan and the revolving credit facility. The positive working capital change of $12.1 million in Q1 2021 includes a $16.3 million decrease in accounts receivable due to the timing of receipts and sales and a $5.9 million decrease in accounts payable due to the timing of payments in the quarter. We expect net cash generated from operating activities to decrease in Q2 2021 following the scheduled semi-annual payment of interest on the senior secured notes and the annual payment of gold royalties in Turkey.
Investing Activities
In Q1 2021, we invested $64.9 million in capital expenditures on a cash basis, of which $21.1 million related to sustaining capital expenditures, primarily related to underground development, processing upgrades and equipment replacements and rebuilds. $32.2 million was invested in growth capital expenditures including $12.3 million of waste stripping at Kisladag, $9.4 million for the HPGR project at Kisladag, $2.3 million for construction of the Kisladag North leach pad and $4.2 million for the decline at Lamaque. In Q2 2021, investment in capital expenditure will include the $24.8 million cash consideration for the acquisition of QMX. In addition, growth and sustaining capital expenditure are expected to increase generally throughout the remainder of 2021.

Summary of Capital Expenditures	Q1 2021	Q1 2020	
Kisladag	$23.9 		$7.3 		
Lamaque	7.1 		2.8 		
Olympias	1.2 		1.6 		
Growth capital expenditures	$32.2 		$11.7 		
			
Kisladag (1)	$3.2 		$3.0 		
Lamaque	9.3 		8.3 		
Efemcukuru (1)	2.8 		3.1 		
Olympias	5.8 		5.0 		
Sustaining capital expenditures (1)	$21.1 		$19.4 		
			
Lamaque	$1.1 		$0.7 		
Efemcukuru	0.2 		0.1 		
Olympias	0.4 		0.5 		
Capitalized exploration costs	$1.7 		$1.3 		
			
Skouries	$0.8 		$0.7 		
Stratoni (1)	1.8 		1.4 		
Tocantinzinho	0.9 		0.5 		
Other projects	1.8 		0.7 		
Total capital expenditures	$60.3 		$35.7 		
			
Reconciliation to cash capital expenditures:			
   Capital accruals	$6.4 		$5.8 		
   Lease and other non-monetary additions	(1.8)		(1.0)		
	
Total cash capital expenditures	$64.9 		$40.5 		

(1)Includes non-cash sustaining lease additions.

									
		18	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Financing Activities
On March 30, 2021, we completed a private placement of 1,100,000 common shares at a price of CDN $16.00 per share for gross proceeds of CDN $17.6 million ($13.9 million). The proceeds will be used to continue to fund the Lamaque decline project. The shares will qualify as flow-through shares for Canadian tax purposes and were issued at a premium of CDN $2.82 per share to the closing market price of the Company’s common shares at the date of issue.
On June 5, 2019, we completed an offering of $300 million senior secured second lien notes at 98% of par value, with a coupon rate of 9.5% due June 1, 2024. The senior secured notes pay interest semi-annually on June 1 and December 1, beginning December 1, 2019. In 2020, we completed redemptions totalling $66.1 million of principal under the equity clawback provision of the senior secured notes. The senior secured notes contain covenants that restrict, among other things, our ability to incur certain capital expenditures, distributions in certain circumstances and sales of material assets, in each case, subject to certain conditions. We are in compliance with these covenants at March 31, 2021.
In May 2019, we executed a $450 million amended and restated senior secured credit facility (the "third amended and restated credit agreement" or "TARCA") which consists of a $200 million non-revolving term loan ("term loan") with six equal semi-annual payments commencing June 30, 2020 and a $250 million revolving credit facility with a maturity date of June 5, 2023. In February 2021, the TARCA was amended such that non-financial letters of credit no longer reduce credit availability under the revolving credit facility, thereby increasing the credit availability under the facility to $99.6 million. A repayment of $11.1 million of principal on the term loan was made in conjunction with this amendment.
The TARCA contains covenants that restrict, among other things, our ability to incur additional unsecured indebtedness except in compliance with certain conditions, incur certain lease obligations, make distributions in certain circumstances, sell material assets or carry on a business other than one related to mining. Significant financial covenants include a minimum EBITDA to interest ratio and a maximum debt net of unrestricted cash ("net debt") to EBITDA ratio ("net leverage ratio"). We are in compliance with these covenants at March 31, 2021.
Both the term loan and revolving credit facility bear interest at LIBOR plus a margin of 2.25% – 3.25%, dependent on a net leverage ratio pricing grid. As at March 31, 2021, the Company’s current interest charges and fees are as follows: LIBOR plus margin of 2.25% on the term loan and any amounts drawn from the revolving credit facility; 0.90% on non-financial letters of credit plus 0.12%, 2.25% on financial letters of credit plus 0.37%, and 0.5625% standby fees on the available and undrawn portion of the revolving credit facility.
On March 30, 2020, we drew $150 million under the revolving credit facility and continue to hold these funds as a proactive measure in light of the continued uncertainty surrounding the COVID-19 pandemic. We have no immediate plans for use of the funds, however, proceeds could be used for general corporate purposes as required. At this time, we intend to reduce the balance during 2021.
Capital Resources

	March 31, 2021	December 31, 2020	
Cash, cash equivalents and term deposits	$533.8 		$511.0 		
Working capital	534.8 		504.2 		
Debt - long-term	$436.0 		$434.5 		

At March 31, 2021, we had unrestricted cash and cash equivalents and term deposits of $533.8 million including the $150 million draw under the revolving credit facility as a proactive measure in light of the continued uncertainty surrounding the COVID-19 pandemic. We have no immediate plans for the use of funds, however, proceeds could be used for general corporate purposes as required. At March 31, 2021, we have $99.6 million available under our $250 million revolving credit facility.

		19	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
We believe that the working capital of $534.8 million as at March 31, 2021, together with future cash flows from operations and access to the increased remaining undrawn revolving credit facility, if required, are sufficient to support our planned and foreseeable commitments for the next twelve months.
Contractual Obligations
Significant changes to our commitments and contractual obligations as at March 31, 2021 are outlined below:

	Within 1 year	2 years	3 years	4 years	5 years	Total  	
Debt (1)	$55.6 		$66.7 		$150.0 		$234.0 		$— 		$506.2 		
Purchase obligations	$79.4 		$2.9 		$0.2 		$0.2 		$0.2 		$83.0 		

	
Totals	$135.0 		$69.5 		$150.2 		$234.2 		$0.2 		$589.2 		

(1)Does not include interest on debt.

Debt obligations represent required repayments of principal for the senior secured notes and term loan and do not include interest on debt. Debt obligations also include the March 31, 2020 draw of $150 million under the revolving credit facility that has been presented in the table above at June 5, 2023, based on the contractual maturity date of the revolving credit facility.
Purchase obligations relate primarily to operating costs at all mines and capital projects at Kisladag.

		20	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Quarterly Results

	2021	2020	2020	2020	2020	2019	2019	2019	
	Q1	Q4	Q3	Q2	Q1	Q4	Q3	Q2	
Total revenue	$224.6 		$278.5 		$287.6 		$255.9 		$204.7 		$191.9 		$172.3 		$173.7 		
Impairment reversals, net of tax	–	— 		— 		— 		— 		(68.2)		— 		(11.7)		
Net earnings (loss) (1)	$8.3 		$22.8 		$41.0 		$45.6 		($4.9)		$91.2 		$4.2 		$12.2 		
Net earnings (loss) per share (1)									
- basic	0.05 		0.13 		0.24 		0.27 		(0.03)		0.57 		0.03 		0.08 		
- diluted	0.05 		0.13 		0.23 		0.26 		(0.03)		0.56 		0.03 		0.08 		

(1)Attributable to shareholders of the Company.

Revenue in Q1 2020 through Q1 2021 benefited from an increase in the average realized gold price during these quarters amid continued economic uncertainty exacerbated by the COVID-19 pandemic commencing in March 2020. Revenue and net earnings in Q1 and Q2 2020 were negatively impacted by the COVID-19 pandemic, primarily from the temporary suspension of operations at Lamaque from March 25, 2020 to April 15, 2020.
Revenue and net earnings (loss) in Q2 2019 were impacted by delayed shipments of Efemcukuru concentrate in Q1 2019 that were completed in Q2 2019. This timing issue resulted in higher sales volumes in Q2 2019.
The commencement of commercial operations at Lamaque in Q2 2019 impacted both revenue and net earnings (loss) in the respective subsequent periods. The suspension of placement of new ore on the Kisladag heap leach pad negatively impacted revenue and net earnings in the second half of 2018 and in the first half of 2019.
Net earnings in Q2 2019 and Q4 2019 were positively impacted by impairment reversals relating to Vila Nova and Kisladag, respectively, and were negatively impacted in Q4 2020 by the $40.0 million non-cash write-down recorded on capital works in progress. Net earnings were negatively impacted in Q1 2021 by planned decreases in average ore grade at Kisladag and Lamaque.
Net earnings were negatively impacted in Q3 2020 by an incremental 25% increase to gold royalty rates in Turkey, announced in September 2020 and retroactive to January 1, 2020. Net earnings decreased by $3.2 million, net of tax, in Q3 2020 due to additional royalty expense recorded in that quarter to reflect the additional royalty cost associated with gold sales during the first six months of 2020. Net earnings increased by $3.6 million, net of tax, in Q1 2021 upon further announcement that the increased gold royalty rates would only take effect from the original announcement date and would no longer be retroactive to January 1, 2020.

Outstanding Share Information

Common Shares Outstanding (1)	 	
- as of March 31, 2021	176,173,427 		
- as of April 29, 2021	181,807,030 		
  Share purchase options - as of April 29, 2021
  (Weighted average exercise price per share: CDN $11.35)	4,832,319 		

(1)Includes treasury stock.

									
		21	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Non-IFRS Measures
We have included certain non-IFRS measures in this MD&A, as discussed below. We believe that these measures, in addition to conventional measures prepared in accordance with IFRS, provide investors an improved ability to evaluate the underlying performance of the Company. The non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These measures do not have any standardized meaning prescribed under IFRS, and therefore may not be comparable to other issuers.
Cash Operating Costs, Cash Operating Costs per Ounce Sold
Cash operating costs and cash operating costs per ounce sold are non-IFRS measures. In the gold mining industry, these metrics are common performance measures but do not have any standardized meaning under IFRS. We follow the recommendations of the Gold Institute Production Cost Standard. The Gold Institute, which ceased operations in 2002, was a non-regulatory body and represented a global group of producers of gold and gold products. The production cost standard developed by the Gold Institute remains the generally accepted standard of reporting cash operating costs of production by gold mining companies. Cash operating costs include mine site operating costs such as mining, processing and administration, but exclude royalty expenses, depreciation and depletion, share based payment expenses and reclamation costs. Revenue from sales of by-products including silver, lead and zinc reduce cash operating costs. Cash operating costs per ounce sold is based on ounces sold and is calculated by dividing cash operating costs by volume of gold ounces sold. We disclose cash operating costs and cash operating costs per ounce sold as we believe the measures provide valuable assistance to investors and analysts in evaluating the Company’s operational performance and ability to generate cash flow. The most directly comparable measure prepared in accordance with IFRS is production costs. Cash operating costs and cash operating costs per ounce of gold sold should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS.
Reconciliation of Production Costs to Cash Operating Costs and Cash Operating Costs per ounce sold:

  	Q1 2021	Q1 2020	
Production costs (1)	$108.6 		$101.4 		
Stratoni production costs (2)	(15.3)		(12.8)		
Production costs – excluding Stratoni	93.3 		88.6 		
By-product credits	(15.2)		(9.8)		
Royalty expense and production taxes	(5.2)		(5.9)		
Cash operating costs	$72.9 		$72.9 		
Gold ounces sold	113,594 		116,219 		
Cash operating cost per ounce sold	$641 		$627 		

(1)Includes inventory write-downs.
(2)Base metals production.

									
		22	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Reconciliation of Cash Operating Costs and Cash Operating Cost per ounce sold, by asset, for the three months ended March 31, 2021:

	Direct mining costs		By-product credits		Refining and selling costs		Inventory change (1)		Cash operating costs		Gold oz sold		Cash operating cost/oz sold	
Kisladag	$23.4 			($0.8)			$0.1 			$0.6 			$23.4 			47,507 			$492 		
Lamaque	23.2 			(0.4)			0.1 			(0.8)			22.1 			29,078 			759 		
Efemcukuru	12.1 			(1.1)			1.2 			0.4 			12.7 			24,130 			525 		
Olympias	22.7 			(12.9)			3.6 			1.4 			14.7 			12,879 			1,145 		
Total consolidated	$81.4 			($15.2)			$5.0 			$1.7 			$72.9 			113,594 			$641 		

(1)Inventory change adjustments result from timing differences between when inventory is produced and when it is sold.

Reconciliation of Cash Operating Costs and Cash Operating Cost per ounce sold, by asset, for the three months ended March 31, 2020:

	Direct mining costs		By-product credits		Refining and selling costs		Inventory change (1)		Cash operating costs		Gold oz sold		Cash operating cost/oz sold	
Kisladag	$25.0 			($0.4)			$0.1 			($1.5)			$23.3 			51,600 			$451 		
Lamaque	17.5 			(0.2)			— 			(0.2)			17.1 			26,728 			641 		
Efemcukuru	11.7 			(0.5)			3.4 			0.2 			14.9 			23,221 			642 		
Olympias	20.5 			(8.7)			3.4 			2.4 			17.5 			14,670 			1,196 		
Total consolidated	$74.8 			($9.8)			$7.0 			$0.9 			$72.9 			116,219 			$627 		

(1)Inventory change adjustments result from timing differences between when inventory is produced and when it is sold.

Total Cash Costs, Total Cash Costs per ounce sold
Total cash costs and total cash costs per ounce sold are non-IFRS measures. In the gold mining industry, these metrics are common performance measures but do not have any standardized meaning under IFRS. We define total cash costs as the sum of cash operating costs (as defined and calculated above) and royalties and production taxes. Total cash costs per ounce sold is based on ounces sold and is calculated by dividing total cash costs by volume of gold ounces sold. We disclose total cash costs and total cash costs per ounce sold as we believe the measures provide valuable assistance to investors and analysts in evaluating the Company’s operational performance and ability to generate cash flow. The most directly comparable measure prepared in accordance with IFRS is production costs. Total cash costs and total cash costs per ounce of gold sold should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS.
Reconciliation of Cash Operating Costs to Total Cash Costs and Total Cash Costs per ounce sold:

  	Q1 2021	Q1 2020	
Cash operating costs	$72.9 		$72.9 		
Royalties and production taxes	5.2 		5.9 		
Total cash costs	$78.0 		$78.8 		
Gold ounces sold	113,594 		116,219 		
Total cash costs per ounce sold	$687 		$678 		

		23	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
All-in Sustaining Costs, All-in Sustaining Costs per Ounce Sold
AISC and AISC per ounce sold are non-IFRS measures. These measures are intended to assist readers in evaluating the total costs of producing gold from current operations. While there is no standardized meaning across the industry for this measure, our definition conforms to the definition of AISC set out by the World Gold Council and the updated guidance note dated November 14, 2018. We define AISC as the sum of total cash costs (as defined and calculated above), sustaining capital expenditure relating to current operations (including capitalized stripping and underground mine development), sustaining leases (cash basis), sustaining exploration and evaluation cost related to current operations (including sustaining capitalized exploration costs), reclamation cost accretion and amortization related to current gold operations and corporate and allocated general and administrative expenses. Corporate and allocated general and administrative expenses include general and administrative expenses, share-based payments and defined benefit pension plan expense. Corporate and allocated general and administrative expenses do not include non-cash depreciation.
As this measure seeks to reflect the full cost of gold production from current operations, growth capital and reclamation cost accretion not related to operating gold mines are excluded. Certain other cash expenditures, including tax payments, financing charges (including capitalized interest), except for financing charges related to leasing arrangements, and costs related to business combinations, asset acquisitions and asset disposals are also excluded.
AISC per ounce sold is based on ounces sold and is calculated by dividing AISC by volume of gold ounces sold.
Reconciliation of All-in Sustaining Costs and All-in Sustaining Costs per ounce sold:

  	Q1 2021	Q1 2020	
Total cash costs	$78.0 		$78.8 		
Corporate and allocated G&A	9.5 		8.8 		
Exploration and evaluation costs	2.6 		2.1 		
Reclamation costs and amortization	1.4 		1.6 		
Sustaining capital expenditure	20.5 		19.4 		
AISC	$112.0 		$110.6 		
Gold ounces sold	113,594 		116,219 		
AISC per ounce sold	$986 		$952 		

									
		24	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Reconciliation of All-in Sustaining Costs and All-in Sustaining Costs per ounce sold, by operating asset and corporate office, for the three months ended March 31, 2021:

	Cash operating costs	Royalties & production taxes	Total cash costs	Corporate & allocated G&A	Exploration costs	Reclamation costs and amortization	Sustaining capex	Total
AISC	Gold oz sold	Total
AISC/
oz sold	
Kisladag	$23.4 		$2.1 		$25.5 		$— 		$— 		$0.5 		$2.8 		$28.8 		47,507 		$607 		
Lamaque	22.1 		0.5 		22.6 		— 		1.7 		0.2 		9.3 		$33.8 		29,078 		1,162 		
Efemcukuru	12.7 		0.8 		13.5 		— 		0.4 		0.2 		2.6 		$16.7 		24,130 		693 		
Olympias	14.7 		1.7 		16.4 		— 		0.4 		0.5 		5.8 		$23.2 		12,879 		1,799 		
Corporate (1)	— 		— 		— 		9.5 		— 		— 		— 		$9.5 		— 		84 		
Total consolidated	$72.9 		$5.2 		$78.0 		$9.5 		$2.6 		$1.4 		$20.5 		$112.0 		113,594 		$986 		

(1)Excludes general and administrative expenses related to business development activities and projects. Includes share based payments expense and defined benefit pension plan expense. AISC per ounce sold has been calculated using total consolidated gold ounces sold.

Reconciliation of All-in Sustaining Costs and All-in Sustaining Costs per ounce sold, by operating asset and corporate office, for the three months ended March 31, 2020:

	Cash operating costs	Royalties & production taxes	Total cash costs	Corporate & allocated G&A	Exploration costs	Reclamation costs and amortization	Sustaining capex	Total
AISC	Gold oz sold	Total
AISC/
oz sold	
Kisladag	$23.3 		$2.7 		$26.0 		$0.1 		$— 		$0.7 		$3.0 		$29.8 		51,600 		$578 		
Lamaque	17.1 		0.5 		17.7 		— 		1.5 		0.3 		8.3 		27.8 		26,728 		1,042 		
Efemcukuru	14.9 		1.8 		16.7 		— 		0.1 		0.2 		3.1 		20.1 		23,221 		864 		
Olympias	17.5 		0.9 		18.4 		— 		0.5 		0.3 		5.0 		24.2 		14,670 		1,646 		
Corporate (1)	— 		— 		— 		8.7 		— 		— 		— 		8.7 		— 		75 		
Total consolidated	$72.9 		$5.9 		$78.8 		$8.8 		$2.1 		$1.6 		$19.4 		$110.6 		116,219 		$952 		

(1)Excludes general and administrative expenses related to business development activities and projects. Includes share based payments expense and defined benefit pension plan expense. AISC per ounce sold has been calculated using total consolidated gold ounces sold.

									
		25	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Reconciliation of general and administrative expenses included in All-in Sustaining Costs:

  	Q1 2021	Q1 2020	
General and administrative expenses (from consolidated statement of operations)	$10.1 		$8.3 		
Add:			
Share-based payments expense	1.8 		1.8 		
Employee benefit plan expense from corporate and operating gold mines	0.7 		0.7 		
Less:			
General and administrative expenses related to non-gold mines and in-country offices	(0.2)		(0.5)		
Depreciation in G&A	(0.6)		(0.6)		
Business development	(1.7)		(0.8)		
Development projects	(0.7)		(0.2)		
Adjusted corporate general and administrative expenses	$9.5 		$8.7 		
Regional general and administrative costs allocated to gold mines	— 		0.1 		
Corporate and allocated general and administrative expenses per AISC	$9.5 		$8.8 		

Reconciliation of exploration costs included in All-in Sustaining Costs:

  	Q1 2021	Q1 2020	
Exploration and evaluation expense (from consolidated statement of operations)	$4.1 		$3.2 		
Add:			
Capitalized exploration cost related to operating gold mines	1.7 		1.3 		
Less:			
Exploration and evaluation expenses related to non-gold mines and other sites	(3.2)		(2.4)		
Exploration costs per AISC	$2.6 		$2.1 		

Reconciliation of reclamation costs and amortization included in All-in Sustaining Costs:

  	Q1 2021	Q1 2020	
Asset retirement obligation accretion (from notes to the consolidated financial statements)	$0.4 		$0.5 		
Add:			
Depreciation related to asset retirement obligation assets	1.1 		1.2 		
Less:			
Asset retirement obligation accretion related to non-gold mines and other sites	(0.1)		(0.2)		
Reclamation costs and amortization per AISC	$1.4 		$1.6 		

Sustaining and Growth Capital
Sustaining capital and growth capital are non-IFRS measures. We define sustaining capital as capital required to maintain current operations at existing levels. Sustaining capital excludes non-cash sustaining lease additions, unless otherwise noted, and does not include expenditure related to capitalized exploration, development projects, or other growth or sustaining capital not related to operating gold mines. Sustaining capital also excludes capitalized interest. Growth capital is defined as capital expenditures for major growth projects or enhancement capital for significant infrastructure improvements at existing operations.

		26	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Reconciliation of Sustaining Capital and Growth Capital:

  	Q1 2021	Q1 2020	
Additions to property, plant and equipment
(from segment note in the consolidated financial statements)	$60.3 		$35.7 		
Growth and development project capital expenditure	(35.8)		(13.6)		
Capitalized exploration	(1.8)		(2.0)		
Sustaining capital expenditure Stratoni (1)	(1.4)		(0.7)		
Sustaining capital expenditure equipment leases (2)	(0.7)		— 		

Sustaining capital expenditure at operating gold mines	$20.5 		$19.4 		

(1)Base metals production.
(2)Non-cash sustaining equipment leases.

Average Realized Gold Price per ounce sold
In the gold mining industry, average realized gold price per ounce sold is a common performance measure that does not have any standardized meaning. The most directly comparable measure prepared in accordance with IFRS is revenue. Average realized gold price per ounce sold should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. The measure is intended to assist readers in evaluating the total gold revenues realized in a period from current operations.
Average realized gold price per ounce sold is reconciled for the periods presented as follows:

	Q1 2021	Q1 2020	
Revenue	$224.6 		$204.7 		
Less non-gold revenue	(28.9)		(21.0)		
Gold revenue	$195.7 		$183.7 		
Gold oz sold	113,594 		116,219 		
Average realized gold price per ounce sold	$1,723 		$1,580 		

Adjusted Net Earnings (Loss) Attributable to Shareholders
Adjusted net earnings (loss) and adjusted net earnings (loss) per share are used by management and investors to measure the underlying operating performance of the Company. Adjusted net earnings (loss) is defined as net earnings (loss) adjusted to exclude the after-tax impact of specific items that are significant, but not reflective of the underlying operations of the Company, including impairment adjustments and reversals; asset write-downs; foreign exchange on deferred tax balances; changes in tax rates; gain (loss) on embedded derivatives; transaction costs; executive severance payments; gain (loss) on sale of securities, and other non-recurring items. Adjusted net earnings (loss) per share is calculated using the weighted average number of shares outstanding for adjusted net earnings (loss) per share. In prior periods, net earnings (loss) was also adjusted to exclude gain (loss) on disposal of assets in the normal course and write-down of inventory. These items are no longer excluded as they are considered to occur from time to time in the normal course of operations. Adjusted net earnings (loss) and adjusted net earnings (loss) per share in 2019 has been adjusted to conform with presentation in subsequent periods.

		27	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Reconciliation of Net Earnings (Loss) attributable to shareholders of the Company to Adjusted Net Earnings (Loss) attributable to shareholders of the Company:

	Q1 2021	Q1 2020	
Net earnings (loss) attributable to shareholders of the Company	$8.3 		($4.9)		
	
Loss on foreign exchange translation of deferred tax balances	12.0 		12.2 		
	
Loss on redemption option derivative	0.7 		4.4 		
	
Lamaque standby costs, net of tax (1)	— 		0.8 		
	
Total adjusted net earnings	$21.0 		$12.5 		
Weighted average shares outstanding	174,534 		165,211 		
Adjusted net earnings per share ($/share)	$0.12 		$0.08 		

(1)Mine standby costs relating to the government-mandated temporary suspension of operations at Lamaque to address the COVID-19 pandemic.

EBITDA, Adjusted EBITDA
EBITDA from continuing operations represents net earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA includes net pre-commercial production proceeds and removes the impact of impairments or reversals of impairments, severance costs and other non-cash expenses or recoveries. In addition to conventional measures prepared in accordance with IFRS, the Company and certain investors use EBITDA and Adjusted EBITDA as an indicator of the Company's ability to generate liquidity by producing operating cash flow to fund working capital needs, service debt obligations and fund capital expenditures. EBITDA is also frequently used by investors and analysts for valuation purposes based on an observed or inferred relationship between EBITDA and market values to determine the approximate total enterprise value of a company. EBITDA and Adjusted EBITDA are intended to provide additional information to investors and analysts and do not have any standardized definition under IFRS, and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. EBITDA and Adjusted EBITDA exclude the impact of cash costs of financing activities and taxes, and therefore are not necessarily indicative of operating earnings or cash flow from operations as determined under IFRS. Other companies may calculate EBITDA and Adjusted EBITDA differently.

Reconciliation of Net Earnings (Loss) before tax to EBITDA and Adjusted EBITDA:

	Q1 2021	Q1 2020	
Earnings before income tax	$38.4 		$15.9 		
Depreciation, depletion and amortization (1)	56.8 		52.9 		
Interest income	(0.3)		(0.4)		
Finance costs	10.3 		16.2 		
EBITDA	$105.3 		$84.7 		
	
Share-based payments	1.8 		1.8 		
	
Loss on disposal of assets	0.9 		2.5 		
	
Lamaque standby costs (2)	— 		1.1 		
Adjusted EBITDA (3)	$108.0 		$90.0 		

(1)Includes depreciation within general and administrative expenses.
(2)Mine standby costs relating to the government-mandated temporary suspension of operations at Lamaque to address the COVID-19 pandemic.

									
		28	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Free Cash Flow
Free cash flow is a non-IFRS measure. We believe it is a useful indicator of our ability to operate without reliance on additional borrowing or usage of existing cash. We define free cash flow as cash generated by (used in) operating activities, less cash used in investing activities before increases or decreases in cash from term deposits or restricted cash. Changes in cash balances relating to term deposits or restricted cash are not considered to be representative of our ability to generate cash.

	Q1 2021	Q1 2020	
Cash generated by operating activities	$90.9 		$53.3 		
Less: Cash used in investing activities	(10.2)		(96.5)		
Add back: Increase (decrease) in term deposits	(56.1)		51.5 		
Add back: (Decrease) increase in restricted cash	0.1 		(1.2)		
Free cash flow	$24.6 		$7.2 		

Working Capital
Working capital is a non-IFRS measure. In the gold mining industry, working capital is a common measure of liquidity, but does not have any standardized meaning. The most directly comparable measure prepared in accordance with IFRS is current assets and current liabilities. Working capital is calculated by deducting current liabilities from current assets. Working capital does not include assets held for sale and liabilities associated with assets held for sale. Working capital should not be considered in isolation or as a substitute from measures prepared in accordance with IFRS. The measure is intended to assist readers in evaluating the Company’s liquidity.
Working capital for the periods highlighted is as follows:

	As at March 31, 2021	As at December 31, 2020	
Current assets	$779.3 		$766.2 		
Current liabilities	244.6 		262.0 		
Working capital	$534.8 		$504.2 		

Cash Flow from Operations before Changes in Working Capital
The Company uses cash flow from operations (or operating activities) before changes in non-cash working capital to supplement its consolidated financial statements and exclude the period to period movement of non-cash working capital items, such as accounts receivable, advances and deposits, inventory, accounts payable and accrued liabilities. The Company believes this provides an alternative indication of its cash flow from operations and may be meaningful to investors in evaluating its past performance or future prospects. It is not meant to be a substitute for cash flow from operations (or operating activities), which is calculated in accordance with IFRS.

	Q1 2021	Q1 2020	
Cash provided by operating activities	$90.9 		$53.3 		
Less: Changes in non-cash working capital	12.1 		(16.2)		
Cash flow from operations before changes in working capital	$78.7 		$69.4 		

		29	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2020 and 2019			
Managing Risk
In the exploration, development and mining of mineral deposits, we are subject to various, significant risks. Several of these financial and operational risks could have a significant impact on our cash flows and profitability. The most significant risks and uncertainties we face include: COVID-19 and liquidity risk; political, economic and other risks specific to the jurisdictions where we operate; our ability to maintain community relations and social license; natural phenomena including climate change and related health and social effects; our ability to maintain adequate liquidity and financing; the inherent risk associated with project development and permitting processes; our ability to service and repay our debt; environmental risks; risks related to tailings storage facilities; deterioration of global economic conditions; new or amended government regulation; commodity price risk; the uncertainty of the mineral resources and their development into mineral reserves; the replacement of depleted reserves and the expected impact on reserves and the carrying value of our properties; the updating of resource and reserve models and life of mine plans; the occurrence of unpredictable geological or metallurgical factors; the uncertainty of production estimates, including the ability to extract anticipated tonnes and successfully realize estimated grades; and changes to operating and capital cost assumptions. These risks are not the only risks and uncertainties that 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.
For a comprehensive discussion on risks and uncertainties, in respect of our business and share price, refer to the section 'Risk Factors in Our Business' in our current AIF for the year ended December 31, 2020, which risks are incorporated by reference in this MD&A.
There were no significant changes to our financial, operational and business risk exposure during the three months ended March 31, 2021.

These are not the only risks that could have an effect on our business, results of operations, financial condition and share price and other risks may become more material to us in the future or the above risks could diminish in importance, depending on the current circumstances of its business and operations.
The reader should carefully review each of the risk factors set out in our most recently filed AIF, in respect of the year ended December 31, 2020 which risk factors provide a detailed discussion of the foregoing risks as well as a detailed discussion of other relevant risks.

									
		30	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Other Information and Advisories
Changes in Internal Controls over Financial Reporting
Management, including the CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting. We believe that any system of internal control over financial reporting, no matter how well conceived and operated, has inherent limitations. As a result, even those systems deemed to be effective can provide only reasonable, not absolute, assurance that the objectives of the control system are met. There have been no changes in our internal controls over financial reporting during the three months ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Critical Accounting Estimates and Judgements
The preparation of consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed at each period end. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
In Q1 2021, the Company changed its estimate relating to total recoverable tonnes used to determine the depreciation, depletion and amortization of mineral properties and certain capitalized mine development costs, capitalized stripping costs, plant and mining assets whose estimated useful life is the same as the remaining life of the mine. Until December 31, 2020, the carrying amounts of these assets were depreciated, depleted or amortized over estimated recoverable tonnes of proven and probable mineral reserves. Effective January 1, 2021, total estimated recoverable tonnes for applicable mines also include a portion of inferred mineral resources considered to be highly probable to be economically extracted over the life of the mine. This change in estimate better reflects the pattern in which the asset's future economic benefits are expected to be consumed based on the current mine plans and was made as a result of increased experience in the conversion of inferred resources into proven and probable reserves for the applicable mines. Inferred resources are included in total estimated recoverable tonnes on a mine by mine basis if it is considered highly probable that those resources will be economically extracted.
This change in accounting estimate had an immaterial impact on the Company's results in the three months ended March 31, 2021 and will reduce the Company's depreciation expense in the future. However, because the depreciation recorded in future periods depends on the volume of tonnes mined during those periods, the Company is not able to accurately estimate the impact of this change in estimate on future periods.
For further information on our significant judgements and accounting estimates, refer to note 4 of our audited Consolidated Financial Statements for the years ended December 31, 2020 and 2019. There have been no subsequent material changes to these significant judgements and accounting estimates.
Changes in Accounting Policies
The accounting policies applied in our unaudited condensed consolidated interim financial statements for the three months ended March 31, 2021 are the same as those applied in the audited consolidated financial statements for the years ended December 31, 2020 and 2019 .
A number of new standards and amendments to standards are effective for annual periods beginning after January 1, 2021 and earlier application is permitted; however, we have not early adopted and continues to evaluate the impact of the forthcoming or amended standards in preparing our unaudited condensed consolidated interim financial statements.
Property, plant and equipment - proceeds before intended use
On May 14, 2020, the IASB published a narrow scope amendment to IAS 16 Property, Plant and Equipment - Proceeds before Intended Use. The amendment prohibits deducting from the cost of property, plant and equipment amounts received from selling items produced while preparing the asset for its intended use.  Instead, amounts received will be recognized as sales proceeds and related cost in profit or loss.  The effective date is for annual periods beginning on or after January 1, 2022. The amendment must be applied retrospectively, but only to items of property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after the beginning of the earliest period presented in the

		31	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
financial statements in which the amendments are first applied. The Company will adopt this narrow scope amendment on the date it becomes effective and does not expect a revision to comparative financial information in its consolidated interim financial statements as a result of adoption. 
Classification of liabilities as current or non-current
In January 2020, the IASB published narrow scope amendments to IAS 1 Presentation of financial statements. The narrow scope amendment clarifies that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date. The amendments are effective for annual periods beginning on or after January 1, 2023, and applied retrospectively. The Company will adopt the narrow scope amendments on the date it becomes effective and is currently evaluating the impact of the amendments on its consolidated interim financial statements.
Qualified Person
Except as otherwise noted, Simon Hille, FAusIMM, Vice President, Technical Services, is the Qualified Person under NI 43-101 responsible for preparing and supervising the preparation of the scientific or technical information contained in this MD&A and verifying the technical data disclosed in this document relating to our operating mines and development projects. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Inferred mineral resources are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves.
Forward-looking Statements and Information
Certain of the statements made and information provided in this MD&A are forward-looking statements or information within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. Often, these forward-looking statements and forward-looking information can be identified by the use of words such as "believes", "continue", "estimates", "expected", "expects", "future", "guidance", "intends", "opportunity", "plans", "scheduled", "goal", "strive", "project", "outlook", "target", "foresee" or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "can", "could", "may", "might", "will" or "would" be taken, occur or be achieved.
Forward-looking statements or information contained in this MD&A include, but are not limited to, statements or information with respect to:
•the duration, extent and other implications of COVID-19 and any restrictions and suspensions with respect to the Company’s operations;
•Eldorado Gold’s capital resources and business objectives, including use of its revolving credit facility and any potential reduction of the balance;
•benefits of the Agreement, including future investment and receipt of regulatory approvals in Greece;
•Eldorado Gold’s guidance and outlook, including expected production, cost guidance and recoveries of gold, including:
◦annual production and cost guidance;
◦increased heap leach recoveries through increased leach time in conjunction with a high-pressure grinding roll at Kisladag, increasing the throughput at the Sigma mill;
◦timing and cost of the construction of an underground decline at the Triangle mine and the associated benefits; and
◦expansion at Lamaque;
•the benefits of using dry stack tailings;
•the advancement of technical work and receipt of approvals at Skouries;
•favourable economics for the Company’s heap leaching plan and the ability to extend mine life at Eldorado’s projects;

		32	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
•restart and completion of construction at Skouries, and completion of technical work and receipt of required approvals;
•the potential sale of any of our non-core assets;
•planned capital and exploration expenditures;
•conversion of mineral resources to mineral reserves;
•Eldorado Gold’s expectation as to its future financial and operating performance, including expectations around generating free cash flow;
•expected metallurgical recoveries and improved concentrate grade and quality;
•gold price outlook and the global concentrate market;
•Eldorado’s strategy, plans and goals, including its proposed exploration, development, construction, permitting and operating plans and priorities and related timelines and schedules; and
•results of litigation and arbitration proceedings.
Forward-looking statements or 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 statements or information. These include assumptions concerning: how the world-wide economic and social impact of COVID-19 is managed and the duration and extent of the COVID-19 pandemic; timing and cost of the construction of an underground decline at the Triangle mine and the associated benefits; the benefits of using dry stack tailings; timing of restart of construction, completion of technical work and receipt of approvals, including dry stack tailings permits, at Skouries; the geopolitical, economic, permitting and legal climate that Eldorado operates in; the future price of gold and other commodities; the global concentrate market; exchange rates; anticipated costs and expenses; production and metallurgical recoveries; mineral reserves and resources; and the impact of acquisitions, dispositions, suspensions or delays in the Company’s business and the Company’s ability to achieve its goals. In addition, except where otherwise stated, Eldorado Gold has assumed a continuation of existing business operations on substantially the same basis as exists at the time of this MD&A.
Forward-looking statements or 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 statements or information. These risks, uncertainties and other factors include, among others: risks relating to global outbreaks of infectious diseases, including COVID-19; the benefits of using dry stack tailings; timing of restart of construction, completion of technical work and receipt of approvals, including dry stack tailings permits, at Skouries; timing and cost of the construction of an underground decline at the Triangle mine and associated benefits; results of further testwork; the geopolitical climate in jurisdictions in which the Company operates; community relations and social license; natural phenomena, including climate change, health and social effects; liquidity and financing risks; costs of development projects; indebtedness and financing, including current and future operating restrictions and implications of a change in control; environmental matters; the global economic environment; government regulation; commodity price risk; mining operational and development risk; resource nationalism and foreign operations; mineral tenure and permits; unavailability of capital and inadequate income, including limited access to equity markets, dilutive equity financings and credit ratings; non-governmental organizations (NGOs); corruption and bribery; litigation and contracts; estimation of mineral reserves and mineral resources; metallurgical testing and recoveries; occurrence of unpredictable geological and metallurgical factors; production and cost estimates; credit risk, debt service obligations and default; actions of activist shareholders; information technology systems; Common Share price and volume fluctuations, including price volatility; infrastructure, including power and water, and commodities/consumables; pre-stripping/stripping and underground development, extraction, processing and exploration activities; currency and interest rates, cost estimates and tax matters; repatriation of funds and dividends; compensation; financial reporting, including relating to the carrying value of the Company’s assets and changes in reporting standards; labour, including employee relations, employee misconduct, key personnel and skilled workforce; reclamation and other long term obligations; the use and transport of regulated substances, including waste disposal; necessary equipment; co-ownership of the Company’s properties; the use of contractors; acquisitions, including integration risks, and dispositions; human rights matters;

		33	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
the unavailability of required insurance; conflicts of interest; compliance with privacy legislation; reputational issues; competition; security; discretion to use capital resources other than as specified in this MD&A; the Company’s success depending on making significant capital investments; and future sales or issuances of securities of Eldorado Gold; and the payment of future dividends. as well as those risk factors discussed in the section titled "Managing Risk" above. The reader is also directed to carefully review the detailed risk discussion in our most recent AIF filed in respect of the year ended December 31, 2021 on SEDAR and EDGAR under our Company name, for a fuller understanding of the risks and uncertainties that affect our business and operations.

Forward-looking statements and information is designed to help you understand management’s current views of our near and longer term prospects, and it may not be appropriate for other purposes.

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.
Cautionary Note to U.S. Investors Concerning Estimates of Measured, Indicated and Inferred Resources
The terms “mineral resource”, “measured mineral resource”, “indicated mineral resource”, “inferred mineral resource” used herein are Canadian mining terms used in accordance with NI 43-101 under the guidelines set out in the Canadian Institute of Mining and Metallurgy and Petroleum (the “CIM”) Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as may be amended from time to time. These definitions differ from the definitions in the United States Securities and Exchange Commission (the "SEC") Industry Guide 7 ("Industry Guide 7"). Under Industry Guide 7, a mineral reserve is defined as a part of a mineral deposit which could be economically and legally extracted or produced at the time the mineral reserve determination is made.
While the terms “mineral resource”, “measured mineral resource,” “indicated mineral resource”, and “inferred mineral resource” are recognized and required by Canadian regulations, they are not defined terms under Industry Guide 7 and historically they have not been permitted to be used in reports and registration statements filed with the SEC. As such, information contained herein concerning descriptions of mineralization and resources under Canadian standards may not be comparable to similar information made public under Industry Guide 7 by U.S. companies in SEC filings.
Accordingly, information herein containing descriptions of our mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under U.S. federal securities laws and the rules and regulations thereunder.

		34	

									
MANAGEMENT’S DISCUSSION and ANALYSIS
For the three months ended March 31, 2021			
Corporate Information
Directors

Steven Reid 2, 4, 5	Chairman of the Board	
George Burns    	President and Chief Executive Officer	
George Albino 2, 3, 5	Independent Director	
Teresa Conway 1, 2	Independent Director	
Catharine Farrow 2, 4, 5	Independent Director	
Pamela Gibson 1, 3	Independent Director	
Judith Mosely 1, 4	Independent Director	
John Webster 1, 3    	Independent Director	

Board Committees
1.Audit Committee
2.Compensation Committee
3.Corporate Governance & Nominating Committee
4.Sustainability Committee
5.Technical Committee

Officers and Management

George Burns	President and Chief Executive Officer	
Philip Yee	Executive VP and Chief Financial Officer    	
Joe Dick	Executive VP and Chief Operating Officer	
Jason Cho	Executive VP and Chief Strategy Officer	
Tim Garvin	Executive VP and General Counsel	
Lisa Ower	Executive VP, People and External Affairs	
Brock Gill	Senior VP, Projects and Transformation	
Christos Balaskas	VP and General Manager, Greece	
Sylvain Lehoux	VP and General Manager, Québec	
Lincoln Silva	VP and General Manager, Brazil	
Nicolae Stanca	VP and General Manager, Romania	
Mehmet Yilmaz	VP and General Manager, Turkey	
Cara Allaway	VP, Finance	
Simon Hille	VP, Technical Services	
Peter Lewis	VP, Exploration	

						
Corporate Head Office	Investor Relations	
1188 Bentall 5	Jeff Wilhoit, Interim Head of Investor Relations	
550 Burrard Street	T: +1 604 376 1548	
Vancouver, BC	E: jeff.wilhoit@eldoradogold.com	
V6C 2B5 Canada		
www.eldoradogold.com		
		
Auditors	Registrar and Transfer Agent	
KPMG LLP	Computershare Investor Services	
777 Dunsmuir Street	100 University Avenue	
Vancouver, BC	8th Floor, North Tower	
V7Y 1K3 Canada	Toronto, Ontario	
	M5J 2Y1 Canada	

		35	

Exhibit 99.3
Form 52-109F2
Certification of Interim Filings
Full Certificate

I, George Burns, President & Chief Executive Officer of Eldorado Gold Corporation certify the following:
1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Eldorado Gold Corporation (the “issuer”) for the interim period ended March 31, 2021.
2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a)     designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i)    material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii)    information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)     designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1    Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013) (COSO).
5.2    ICFR - material weakness relating to design: N/A
5.3    Limitation on scope of design: N/A
6.    Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2021 and ended on March 31, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: April 29, 2021

/s/ George Burns
George Burns
President & Chief Executive Officer

Exhibit 99.4
Form 52-109F2
Certification of Interim Filings
Full Certificate

I, Philip Yee, Executive Vice President & Chief Financial Officer of Eldorado Gold Corporation certify the following:
1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Eldorado Gold Corporation (the “issuer”) for the interim period ended March 31, 2021.
2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a)     designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i)    material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii)    information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)     designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1    Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013) (COSO).
5.2    ICFR - material weakness relating to design: N/A
5.3    Limitation on scope of design: N/A
6.    Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2021 and ended on March 31, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: April 29, 2021

/s/ Philip Yee
Philip Yee
Executive Vice President & Chief Financial Officer

Exhibit 99.5

CONSENT OF EXPERT
April 29, 2021
Eldorado Gold Corporation
United States Securities and Exchange Commission

Ladies and Gentlemen:
Re: Eldorado Gold Corporation

I, Simon Hille, do hereby consent to:
(1)the inclusion in this Current Report on Form 6-K of Eldorado Gold Corporation (the “Company”) of the scientific and/or technical information relating to the Company's operating mines and development projects contained in the Company’s Management’s Discussion and Analysis for the three months ended March 31, 2021 (the “Technical Information”) being filed with the United States Securities and Exchange Commission (the “SEC”) under cover of Form 6-K; and
(2)the filing of this consent under cover of Form 6-K with the SEC and of the incorporation by reference of this consent, the use of my name and the Technical Information into the Company’s Registration Statement on Form F-10 (No. 333-233055), and any amendments thereto, filed with the SEC.

									
	By:	/s/Simon Hille	
		Simon Hille, FAusIMM