Highlander Silver, Bear Creek amend arrangement

Executive Summary

• Highlander Silver Corp. and Bear Creek Mining Corp. have executed an amended and restated arrangement agreement, removing the requirement for a special shareholder meeting of Highlander Silver to approve share issuances.
• The amendment reflects that sufficient Highlander Silver share purchase warrants have already been exercised, eliminating the need for TSX‑mandated approval.
• A special meeting of Bear Creek’s securityholders will be held on or before Feb. 19 2026 to approve the arrangement; related materials will be mailed around Jan. 21 2026.

Key Details

• Amended Agreement Date: Jan. 9, 2026 (amends original Dec. 18, 2025 agreement).
• Purpose of Amendment: Remove Highlander Silver shareholder meeting requirement previously needed because anticipated share issuances would exceed 25 % of Highlander’s outstanding shares.
• Reason for Removal: Sufficient Highlander share purchase warrants have been exercised, keeping post‑arrangement ownership below the TSX threshold.
• Remaining Requirements: Bear Creek securityholders must approve the arrangement at a special meeting on or before Feb. 19, 2026; meeting materials to be mailed circa Jan. 21, 2026.
• Transaction Structure: Statutory plan of arrangement under the BC Business Corporations Act whereby Highlander Silver will acquire all outstanding Bear Creek common shares not already owned.
• Other Terms: All other principal terms of the original arrangement remain unchanged.
• Reference Documents: Initial press release (Dec. 19, 2025) and amended agreement available on SEDAR+ for both companies.

Notable Quotes

(No direct quotes were provided in the release.)