Highlander Silver, Bear Creek amend arrangement

Executive Summary

• Highlander Silver Corp. and Bear Creek Mining Corp. have executed an amended and restated arrangement agreement that eliminates the need for a special shareholder meeting of Highlander Silver to approve share issuances related to the acquisition.
• The amendment reflects that sufficient Highlander Silver warrants have already been exercised, keeping the total potential dilution below the 25 % threshold that would trigger TSX‑required approval.
• A special meeting of Bear Creek’s securityholders is now scheduled on or before February 19 2026 to approve the arrangement and related matters.

Key Details

• Amended Agreement Date: January 9, 2026 (amends original Dec 18, 2025 agreement).
• Purpose: Allows Highlander Silver to acquire all outstanding Bear Creek common shares not already owned via a statutory plan of arrangement under the BC Business Corporations Act.
• Shareholder Approval Change: Removal of the requirement for a special meeting of Highlander Silver shareholders because exercised warrants keep potential share issuance below 25 % of Highlander’s issued and outstanding share capital.
• Bear Creek Securityholders Meeting: Special meeting to be held on or before February 19, 2026; meeting materials to be mailed around January 21, 2026.
• All Other Terms: Remain unchanged from the original arrangement agreement.
• Reference Materials: Initial press release dated Dec 19, 2025 and the amended agreement are available on SEDAR+ for both companies.

Notable Quotes

(No direct quotes were provided in the release.)