McEwen closes acquisition of Canadian Gold

Executive Summary

• McEwen Inc. and Canadian Gold Corp. have completed the statutory plan of arrangement, effectively merging Canadian Gold into McEwen Inc.
• The transaction was deemed effective on January 5, 2026, with Canadian Gold shares delisting from the TSX Venture Exchange on January 7, 2026.
• Canadian Gold shareholders receive 0.0225 McEwen common shares for each Canadian Gold share held, while Rob McEwen’s shares are exchanged for subscription receipts pending NYSE compliance and shareholder approval.

Key Details

• Transaction Structure: Completed via a statutory plan of arrangement under the Business Corporations Act (British Columbia).
• Effective Date: January 5, 2026, at 8 a.m. (Vancouver time).
• Delisting: Canadian Gold shares to be delisted from the TSX Venture Exchange effective close of market on January 7, 2026.
• Reporting Status: Canadian Gold will apply to cease being a reporting issuer and terminate public reporting requirements.
• Exchange Ratio: Each holder of Canadian Gold common shares receives 0.0225 McEwen common shares for each Canadian Gold share held.
• Rob McEwen’s Consideration (Amending Agreement):
  • To satisfy New York Stock Exchange requirements, all Canadian Gold shares held by Rob McEwen are exchanged for subscription receipts of McEwen, rather than direct McEwen shares.
  • These subscription receipts will convert into McEwen shares upon receipt of shareholder approval at the next annual meeting of McEwen shareholders.
  • If shareholder approval is not obtained, McEwen will satisfy the consideration for such subscription receipts in cash.
  • This amendment applies solely to Mr. McEwen and does not affect the consideration for other Canadian Gold shareholders.
• Shareholder Action Required:
  • Registered shareholders must deposit share certificates or DRS advice with a completed letter of transmittal (mailed with Oct. 30, 2025 meeting materials) to receive McEwen shares.
  • Broker-held shareholders must contact their intermediary for instructions.
• Strategic Priorities (Tartan Project):
  • Accelerate and expand exploration scope.
  • Initiate mine plan engineering.
  • Advance production permitting to restart the mine.
  • Publish an updated resource estimate by the end of February 2026.

Notable Quotes

• "On behalf of our board of directors and our management, I welcome Canadian Gold shareholders to McEwen. This is an exciting time for gold investors, and we see strong exploration and development potential of Tartan, which we believe will significantly contribute to shareholder value." — Rob McEwen, Chairman and Chief Owner