McEwen Inc. to Acquire Golden Lake Exploration Inc.

Executive Summary

• Golden Lake and McEwen have signed a definitive agreement for McEwen to acquire all outstanding Golden Lake shares via a court‑approved plan of arrangement.
• The offer provides an implied price of CDN $0.12 per Golden Lake share – a ~60% premium to the 20‑day VWAP – and would give Golden Lake shareholders approximately 0.5% ownership of the combined company.
• Completion is subject to shareholder, warrant holder, noteholder, court and regulatory approvals; a special meeting of Golden Lake stakeholders is expected in March 2026.

Key Details

• Transaction Structure: All Golden Lake common shares will be exchanged for McEwen common shares at an exchange ratio of 0.003876 McEwen shares per Golden Lake share (derived from $0.12 divided by the VWAP of McEwen shares on the TSX for the 20 trading days ending 26 Jan 2026).
• Premium: Implied offer price represents a ~60% premium to the 20‑day VWAP of Golden Lake shares as of 26 Jan 2026.
• Post‑Closing Ownership: Existing Golden Lake shareholders would own ≈0.5 % of the combined entity after completion.
• Asset Integration: Golden Lake’s 100 % owned Jewel Ridge and Jewel Ridge West projects will be added to McEwen’s Gold Bar Mine Complex (adjacent to Windfall and Lookout Mountain discoveries). Historical drill highlights include:
• 2.20 g/t Au over 28.96 m
• 1.24 g/t Au over 56.39 m
• 2.37 g/t Au over 67.57 m
• Benefits to Golden Lake Shareholders: Access to McEwen’s exploration funding, Nevada technical team, diversified commodity portfolio, and enhanced liquidity from dual‑listed McEwen shares.
• Benefits to McEwen Shareholders: Adjacent property with promising drill results; supports long‑life operation plan for the Gold Bar Mine Complex.
• Warrants & Convertible Notes: All outstanding Golden Lake warrants will be cashlessly exercised and cancelled; convertible notes will be converted into shares on a principal + interest basis.
• Stock Options: Existing Golden Lake options will be exchanged for replacement McEwen options on an equivalent economic basis with adjusted exercise prices.
• Approval Requirements: Transaction requires approval of 66 % of votes cast by Golden Lake shareholders, warrant holders and noteholders at a special meeting expected in March 2026.
• Deal Protection: Includes a break‑fee of approximately C$250,000 payable to McEwen if certain termination conditions are met; provisions allow Golden Lake to consider superior proposals.
• Closing Conditions: Subject to customary closing conditions, court approval of the plan of arrangement, and regulatory approvals from the TSX, NYSE, and other authorities.
• Documentation: The definitive agreement and related information circular will be filed on SEDAR+ for both companies; no fairness opinion was obtained.

Notable Quotes

(No direct quotes were provided in the release.)