McEwen Inc. and Canadian Gold Corp. Announce Closing of Arrangement

Executive Summary

• Completion of the statutory plan of arrangement merging Canadian Gold Corp. into McEwen Inc., effective January 5 2026.
• Canadian Gold shareholders receive 0.0225 McEwen common shares per Canadian Gold share; the transaction results in delisting of Canadian Gold from the TSX‑V.
• An amendment to the arrangement modifies consideration for Mr. Rob McEwen, converting his shares into subscription receipts pending shareholder approval.

Key Details

• Arrangement Approval: Canadian Gold shareholders approved on 2025‑12‑05; British Columbia Supreme Court orders issued 2025‑12‑10 (original) and subsequently amended.
• Effective Date: Arrangement became effective at 8:00 a.m. Vancouver time on 2026‑01‑05 under the BC Business Corporations Act.
• Share Exchange Ratio: Each Canadian Gold share converts into 0.0225 McEwen shares.
• Delisting: Canadian Gold’s TSX‑V securities will be delisted as of market close on 2026‑01‑07; the company will cease reporting under Canadian securities laws.
• Amending Agreement (NY SE Requirements):
• All Canadian Gold shares held by Mr. Rob McEwen will be exchanged for subscription receipts rather than immediate McEwen shares.
• Original plan allowed up to 1% of newly issued McEwen shares to Mr. McEwen; under the amendment, his consideration is solely subscription receipts convertible to McEwen shares upon shareholder approval at the next annual meeting.
• If approval is not obtained, cash will be paid in lieu of share conversion per the agreement terms.
• Impact on Other Shareholders: The amendment affects only Mr. McEwen; all other Canadian Gold shareholders receive standard share exchange as described above.
• Shareholder Instructions: Holders must submit share certificates or DRS advice with a Letter of Transmittal (per October 30 2025 information circular) to receive McEwen shares; broker‑held accounts should coordinate with intermediaries.
• Management Commentary: Rob McEwen highlighted the “strong exploration and development potential of Tartan” and outlined immediate priorities: accelerate exploration, commence mine‑plan engineering, advance permitting, and publish an updated resource estimate by end‑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

All forward‑looking statements are subject to risks and uncertainties; actual results may differ materially.