McEwen Inc. and Canadian Gold Corp. Announce Arrangement Agreement

Executive Summary

• McEwen Inc. has entered into a definitive Arrangement Agreement to acquire 100% of Canadian Gold Corp.’s outstanding common shares via a court‑approved plan of arrangement, pending shareholder and regulatory approvals.
• The exchange ratio is 0.0225 McEwen shares per Canadian Gold share, equivalent to a CDN $0.60 offer price—a 96.3 % premium to the pre‑announcement trading price.
• Upon completion (expected early January 2026), McEwen shareholders will own ~92 % of the combined company and Canadian Gold shareholders ~8 %; the Tartan Lake Gold Mine becomes a wholly‑owned asset of McEwen, adding high‑grade gold resources and infrastructure to its portfolio.

Key Details

• Transaction Structure: Court‑approved statutory plan of arrangement under British Columbia’s Business Corporations Act.
• Exchange Ratio / Offer Price: 0.0225 McEwen common shares per Canadian Gold share → CDN $0.60 per share (96.3 % premium).
• Ownership Post‑Closing: Approx. 92 % McEwen shareholders, 8 % former Canadian Gold shareholders on a fully‑diluted basis.
• Closing Timeline: Expected early January 2026; special shareholder meeting scheduled for December 5 2025 (record date October 30 2025).
• Shareholder Approvals Required:
• ≥66 % of votes cast by Canadian Gold shareholders (excluding certain related parties).
• Simple majority of minority Canadian Gold shareholders per MI 61‑101.
• Warrants & Options: All outstanding options to purchase Canadian Gold shares have been exercised; warrants may be exercised prior to closing or will terminate without compensation if not exercised.
• Break Fee: $2.195 million payable to McEwen under certain termination scenarios.
• Regulatory Approvals Needed: TSX‑V, TSX, NYSE, and relevant court approvals.
• Benefits to Canadian Gold Shareholders: Access to McEwen’s diversified producing portfolio, technical expertise, premium price, and enhanced liquidity via dual‑listing.
• Benefits to McEwen Shareholders: Acquisition of the high‑grade Tartan Mine (existing infrastructure, skilled workforce), expanded development pipeline, and additional exploration upside from adjacent Tartan West property.
• Conflict‑of‑Interest Disclosures: Directors with overlapping interests abstained from voting on board approvals; independent financial advisors issued fairness opinions.
• Information Circular: To be mailed to Canadian Gold shareholders ahead of the special meeting; copies filed on SEDAR+.

Notable Quotes

(No direct quotes were provided in the release.)