Independent Proxy Advisory Firms Recommend Securityholders Vote to Approve Arrangement Between Bear Creek Mining Corporation and Highlander Silver Corp.

Executive Summary

• Bear Creek Mining Corp. announces that two leading proxy advisory firms (ISS and a second independent firm) recommend shareholders vote FOR the proposed arrangement with Highlander Silver Corp. and related interest deferral agreements.
• Under the arrangement, each Bear Creek share will be converted into 0.1175 Highlander common shares, giving Bear Creek shareholders an estimated ~18% ownership in the combined entity valued at approximately C$1.2 billion.
• The special meeting to approve the arrangement is set for February 19, 2026; proxy voting deadline is February 17, 2026.

Key Details

• Proxy Advisory Recommendations: ISS and a second independent advisory firm both advise shareholders to vote FOR the Arrangement and the Interest Deferral Agreements.
• Exchange Ratio: 0.1175 Highlander common shares per Bear Creek share held.
• Ownership Post‑Combination: Bear Creek shareholders expected to own ~18% of the combined company.
• Combined Market Capitalization: Approximately C$1.2 billion (estimated).
• Strategic Benefits Highlighted:
• Near‑term construction pathway for Bear Creek’s Corani project.
• Combined portfolio with Highlander’s San Luis project, creating a stronger Peru‑focused silver platform.
• Enhanced liquidity and balance sheet strength; elimination of Bear Creek debt.
• Governance Safeguards: Nine‑month strategic review, confirmatory fairness opinions, insider voting support (~30% of shares), court and shareholder approval processes.
• Special Meeting Details: Scheduled for Thursday, February 19, 2026 at 10:00 a.m. Vancouver time.
• Proxy Voting Deadline: February 17, 2026 at 10:00 a.m. Vancouver time; shareholders encouraged to vote early.
• Voting Assistance Contacts: Laurel Hill Advisory Group – toll‑free 1‑877‑452‑7184 (North America) / 1‑416‑304‑0211 (outside North America); email [email protected]; text “INFO” to 416‑304‑0211.
• CEO Quote (Eric Caba): Emphasizes that the arrangement creates a stronger, better‑capitalized company with scale and financial flexibility to advance key projects and provides meaningful participation for shareholders.

Notable Quotes

“The positive recommendations issued by both leading proxy advisory firms reinforce our board's view that the Arrangement with Highlander is in the best interests of Shareholders… we believe the combination creates a stronger, better‑capitalized company with the scale and financial flexibility to advance Bear Creek's Corani project and Highlander's San Luis project.” – Eric Caba, President & CEO

Materiality Assessment: Material – Positive (the proposed arrangement represents a significant corporate transaction that materially impacts shareholders’ ownership, the company's balance sheet, and future strategic direction).