Golden Lake mails management information circular

Executive Summary

• Golden Lake Exploration Inc. has mailed its Management Information Circular to shareholders, calling an Annual General and Special Meeting scheduled for March 18, 2026, to vote on a proposed plan of arrangement to acquire Golden Lake.
• The acquisition is led by McEwen Inc., with Timberline Resources Corp. as a participant. The transaction offers Golden Lake shareholders an implied price of 12 cents per share, representing a 60% premium to the 20-day volume-weighted average price.
• The Board of Directors unanimously recommends the arrangement, citing the significant premium, strategic fit, and the lack of better foreseeable alternatives for maximizing shareholder value.

Key Details

• Transaction Structure: McEwen Inc. will acquire all issued and outstanding shares of Golden Lake Exploration Inc. via a plan of arrangement under the Business Corporations Act (British Columbia).
• Consideration: Each Golden Lake common share is entitled to receive 0.003876 McEwen common shares. This exchange ratio is derived from $0.12 divided by the VWAP of McEwen shares for the 20 consecutive trading days ending Jan. 26, 2026.
• Premium: The implied offer price of 12 cents per Golden Lake share represents a 60% premium to the 20-day VWAP of Golden Lake shares as of market close on Jan. 26, 2026.
• Warrants: All outstanding common share purchase warrants will be cashlessly exercised and cancelled in exchange for Golden Lake shares having a value equal to their in-the-money amount.
• Convertible Notes: All outstanding convertible notes will be converted into Golden Lake shares based on principal and accrued interest.
• Stock Options: Outstanding stock options will be exchanged for replacement options of McEwen on an equivalent economic basis, with adjusted exercise prices, exercisable within 90 days following closing.
• Voting Requirements: Approval requires at least 66-2/3% of votes cast by Golden Lake shareholders (voting as a single class) and 66-2/3% of votes cast by Golden Lake securityholders (voting together as a single class).
• Timeline:
  • Interim Order: Obtained from the Supreme Court of British Columbia on Feb. 12, 2026.
  • Meeting Date: March 18, 2026, at 10 a.m. Vancouver time.
  • Proxy Voting Deadline: March 16, 2026, at 10 a.m. Vancouver time.
  • Final Order Hearing: Anticipated on or about March 23, 2026.
  • Expected Closing: By the end of March 2026, subject to regulatory and shareholder approvals.
• Board Rationale: The Board cites the significant premium, exposure to McEwen’s expansive exploration properties, synergies from contiguous projects, enhanced trading liquidity, and strong management capabilities as key reasons for the recommendation.

Notable Quotes

• "The board of directors of Golden Lake determined that the arrangement is fair to the securityholders and that the arrangement is in the best interests of Golden Lake and unanimously recommends that Golden Lake securityholders vote for the arrangement resolution..."
• "After considering Golden Lake's current and historical financial condition... the board concluded that there was no reasonably foreseeable development or transaction that would enhance the value of Golden Lake shares above the value of the consideration offered pursuant to the arrangement."