McEwen Inc. and Canadian Gold Corp. Announce Arrangement Agreement

Executive Summary

• McEwen Inc. entered into a definitive Arrangement Agreement to acquire 100% of Canadian Gold Corp.’s common shares via a court‑approved plan of arrangement, pending shareholder and regulatory approvals.
• Shareholders of Canadian Gold will receive 0.0225 McEwen shares per Canadian Gold share (CDN $0.60 per share), representing a ~96.7% premium to the pre‑announcement price.
• The transaction is expected to close in early January 2026, resulting in McEwen shareholders owning ~92% of the combined company and Canadian Gold shareholders holding ~8%.

Key Details

• Exchange Ratio & Offer Price: 0.0225 McEwen common shares for each Canadian Gold share; current offer price CDN $0.60 per Canadian Gold share (96.7% premium).
• Ownership Post‑Closing: Approx. 92% of McEwen held by existing McEwen shareholders; ~8% held by former Canadian Gold shareholders on a fully‑diluted basis.
• Transaction Structure: Court‑approved statutory plan of arrangement under the BC Business Corporations Act; requires ≥66 % of Canadian Gold votes and a simple majority of minority Canadian Gold shareholders (per MI 61‑101).
• Special Meeting: Record date Oct 30 2025; meeting scheduled Dec 5 2025 for Canadian Gold shareholder approval.
• Closing Timeline: Anticipated early January 2026, subject to customary closing conditions, court order, and approvals from TSX Venture Exchange, TSX, NYSE, and other regulators.
• Break Fee: $2.195 million payable to McEwen if the transaction is terminated under certain circumstances.
• Warrants & Options: All outstanding options on Canadian Gold shares have been exercised; warrants may be exercised prior to closing or will terminate without compensation.
• Benefit Highlights – Canadian Gold Shareholders: Access to McEwen’s diversified gold/silver/ copper portfolio, technical expertise, premium price, and enhanced liquidity via dual‑listing.
• Benefit Highlights – McEwen Shareholders: Adds high‑grade former producing Tartan Mine (Manitoba) with existing infrastructure; leverages similar development model to Fox Complex; expands pipeline and exploration potential (including adjoining Tartan West property).
• Shareholder Conflict Management: Robert McEwen and Ian Ball abstained from voting on the Arrangement Agreement at McEwen’s board; Alexander McEwen and Jim Downey disclosed conflicts at Canadian Gold’s board.
• Financial Advisor Opinions: Independent advisors for both companies issued written opinions confirming fairness of consideration, subject to standard qualifications.
• Regulatory & Court Approvals Required: Supreme Court of British Columbia, TSX/Venture Exchange, TSX, NYSE, and other applicable authorities.

Notable Quotes

(No direct quotes were provided in the release.)