Golden Lake to be acquired by McEwen

Executive Summary

• McEwen Inc. has entered into a definitive agreement to acquire 100% of Golden Lake Exploration Inc. via a plan of arrangement, with Golden Lake becoming a wholly owned subsidiary.
• The transaction offers Golden Lake shareholders an exchange ratio of 0.003876 McEwen shares per Golden Lake share, representing an implied offer price of $0.12 per share and a 60% premium to the 20-day VWAP.
• The acquisition adds the Jewel Ridge and Jewel Ridge West projects, located adjacent to McEwen’s Gold Bar mine complex in Nevada, to McEwen’s portfolio to support long-life mine operations.

Key Details

• Transaction Structure: Acquisition of all issued and outstanding shares of Golden Lake by McEwen via a court-approved plan of arrangement under the Business Corporations Act (British Columbia).
• Consideration: Each Golden Lake common share converts to 0.003876 McEwen common shares.
• Valuation: Implied offer price of $0.12 per Golden Lake share; 60% premium to the 20-day VWAP of Golden Lake shares (as of Jan 26, 2026).
• Post-Transaction Ownership: Existing Golden Lake shareholders will own approximately 0.5% of the combined company.
• Assets Acquired: 100% ownership of the Jewel Ridge and Jewel Ridge West projects in the Eureka mining district, Nevada, adjacent to McEwen’s Windfall and Lookout Mountain discoveries (Gold Bar mine complex).
• Historical Drill Highlights (Jewel Ridge):
  • 2.20 g/t Au over 28.96 metres.
  • 1.24 g/t Au over 56.39 metres.
  • 2.37 g/t Au over 67.57 metres.
  • Contextual nearby hole: 5.55 g/t Au over 44.2 metres (Windfall deposit).
• Warrant Treatment: All outstanding Golden Lake warrants will be cashlessly exercised and cancelled in exchange for Golden Lake shares valued at their in-the-money amount.
• Convertible Notes: All outstanding Golden Lake convertible notes will be converted into Golden Lake shares based on principal and accrued interest.
• Stock Options: Outstanding Golden Lake options will be exchanged for replacement McEwen options on an equivalent economic basis with adjusted exercise prices.
• Approvals Required:
  • 66-2/3% vote of shareholders, warrantholders, and noteholders at a special meeting expected in March.
  • Court approval.
  • Regulatory approvals including TSX and NYSE.
• Deal Protections: Break fee of approximately $250,000 payable to McEwen in certain circumstances; non-solicitation provisions.
• Fairness Opinion: None obtained.

Notable Quotes

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