McEwen Inc. to Acquire Golden Lake Exploration Inc. - Further Consolidates Gold Bar Mine Complex in Nevada

Executive Summary

• McEwen Inc. entered into a definitive agreement to acquire 100% of Golden Lake Exploration Inc. via a court‑approved plan of arrangement.
• The transaction values Golden Lake shares at an implied CDN $0.12 per share (≈60 % premium to the 20‑day VWAP) and would give Golden Lake shareholders ~0.5 % ownership of the combined company.
• Completion is subject to shareholder, warrantholder, noteholder, court and regulatory approvals, with a special meeting of Golden Lake stakeholders expected in March 2026.

Key Details

• Transaction Structure: All outstanding Golden Lake shares (including those issued to warrantholders and noteholders) will be exchanged for McEwen common shares at an exchange ratio of 0.003876 McEwen shares per Golden Lake share.
• Implied Offer Price: CDN $0.12 per Golden Lake share, representing a ~60 % premium to the 20‑day VWAP as of Jan 26 2026.
• Post‑Closing Ownership: Existing Golden Lake shareholders will own approximately 0.5 % of the combined entity; McEwen will gain full ownership of Jewel Ridge and Jewel Ridge West projects.
• Consideration for Warrants & Notes: All outstanding Golden Lake warrants will be cashlessly exercised and cancelled; convertible notes will be converted into shares based on principal plus accrued interest.
• Option Exchange: Outstanding Golden Lake stock options will be exchanged for replacement McEwen options on an equivalent economic basis with adjusted exercise prices.
• Approval Requirements: Requires ≥66 % of votes from Golden Lake shareholders, warrantholders and noteholders at a special meeting slated for March 2026.
• Closing Conditions: Subject to customary closing conditions, court approval of the plan of arrangement, and receipt of TSX and NYSE regulatory approvals.
• Break Fee: Approximately C$250,000 payable to McEwen if certain termination events occur.
• Strategic Rationale – Golden Lake Shareholders: Integration into McEwen’s Gold Bar Mine Complex, access to McEwen’s technical team and infrastructure, exposure to a diversified commodity portfolio, premium offer and enhanced liquidity of McEwen shares.
• Strategic Rationale – McEwen Shareholders: Adds adjacent high‑grade property with historic drill intercepts (e.g., 2.20 g/t Au over 28.96 m), supporting long‑life mine development plans for the Gold Bar Complex.

Notable Quotes

• “Incorporating Golden Lake’s projects into the Gold Bar Mine Complex will help continue the mine’s transformation into a long‑life operation by investing in exploration and leveraging the current McEwen infrastructure.” – McEwen Management
• “The attractive premium and enhanced liquidity of McEwen shares provide significant value to Golden Lake shareholders.” – Golden Lake Management