Golden Lake Announces Mailing of the Management Information Circular in Connection with its Annual General and Special Meeting of Securityholders to Approve the Acquisition by McEwen Inc.

Executive Summary

• Golden Lake Exploration Inc. recommends Securityholders vote FOR the Arrangement Resolution, which will result in McEwen Inc. acquiring all outstanding Golden Lake shares.
• The proposed exchange ratio of 0.003876 McEwen shares per Golden Lake share represents an implied offer price of $0.12, a ~60% premium to Golden Lake’s recent VWAP.
• Upon completion (expected end‑March 2026), Golden Lake warrants will be cashlessly exercised, convertible notes converted, and stock options exchanged for McEwen equivalents; the combined entity is projected to have stronger liquidity, enhanced market profile, and synergistic exploration assets.

Key Details

• Arrangement Mechanics
• Each Golden Lake common share → 0.003876 McEwen common shares (based on $0.12 ÷ VWAP of McEwen over the 20‑day period ending 26 Jan 2026).
• Premium: ~60% to Golden Lake’s 20‑day VWAP as of 26 Jan 2026.
• Golden Lake warrants will be cashlessly exercised and cancelled; convertible notes converted into Golden Lake shares (principal + accrued interest).
• All outstanding Golden Lake shares (excluding those held by McEwen or dissenters) to be exchanged for McEwen shares at the above ratio.

• Existing Golden Lake stock options to be replaced with McEwen options on an equivalent economic basis, exercisable within 90 days post‑closing.

• Board Recommendation

• Unanimous board recommendation that the Arrangement is fair and in the best interests of Securityholders.

• Cited reasons: significant premium, strategic fit with McEwen’s exploration portfolio, lack of foreseeable superior alternatives, and low execution risk.

• Shareholder Vote Requirements

• Must achieve at least 66⅔ % of votes cast (both as a single class and overall) to be effective.

• Proxy voting deadline: 10:00 a.m. Vancouver time, 16 Mar 2026.

• Regulatory Timeline

• Interim Order from the Supreme Court of British Columbia obtained on 12 Feb 2026, authorizing the meeting.

• Final court order hearing anticipated around 23 Mar 2026; closing of the Arrangement expected by end‑March 2026, subject to all conditions and approvals.

• Meeting Details

• Annual General & Special Meeting: 18 Mar 2026, 10:00 a.m. Vancouver time, Farris LLP, 700 W Georgia St., Vancouver, BC.
• Management Information Circular and proxy materials filed on SEDAR+.

Notable Quotes

• Mike England – CEO & Director: “The Arrangement offers Golden Lake shareholders a substantial premium and the opportunity to participate in the growth of a combined company with enhanced liquidity, a stronger balance sheet, and synergistic exploration assets.”