Mr. Eric Caba reports
INDEPENDENT PROXY ADVISORY FIRMS RECOMMEND SECURITYHOLDERS VOTE TO APPROVE ARRANGEMENT BETWEEN BEAR CREEK MINING CORPORATION AND HIGHLANDER SILVER CORP.
Two leading independent proxy advisory firms, including Institutional Shareholder Services (ISS), have recommended that holders of Bear Creek Mining Corp. common shares, stock options, restricted share units and deferred share units vote for both the proposed plan of arrangement with Highlander Silver Corp. and the interest deferral agreements entered into between the company and each of Royal Gold Inc. and Equinox Gold Corp. ISS is an independent proxy advisory firm with approximately 3,400 clients including many of the world's leading institutional investors who rely on ISS's objective and impartial analysis to make important voting decisions.
Securityholders are encouraged to vote well in advance of the proxy voting deadline, Feb. 17, 2026, at 10 a.m. (Vancouver time).
The board of directors of Bear Creek unanimously recommends that securityholders vote for the arrangement with Highlander.
Securityholder questions or need voting assistance? Please contact Laurel Hill Advisory Group by e-mail at assistance@laurelhill.com, or by texting INFO to, or calling, 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America).
A special meeting at which securityholders will be asked to approve the arrangement and the interest deferral agreements, is scheduled for Thursday, Feb. 19, 2026, at 10 a.m. (Vancouver time). Under the arrangement, shareholders will receive 0.1175 of a common share of Highlander for each Bear Creek share held.
Independent third party proxy advisory recommendations
Both ISS and a second independent proxy advisory firm recommend securityholders vote for the arrangement and the interest deferral agreements. In its recommendation, ISS stated: "The arrangement appears strategically sound, as the combined company is expected to benefit from a stronger balance sheet, enhanced liquidity and the transactions eliminate [Bear Creek's] debt and stream burden. Furthermore, the positive market reaction, [mitigation of] going concern issues, and the support of multiple fairness opinions are viewed as outweighing any concerns."
Eric Caba, president and chief executive officer of Bear Creek, commented: "The positive recommendations issued by both leading proxy advisory firms reinforce our board's view that the arrangement with Highlander is in the best interests of shareholders. We believe the combination creates a stronger, better-capitalized company with the scale and financial flexibility to advance Bear Creek's Corani project and Highlander's San Luis project -- two incredibly exciting Peruvian silver-focused deposits -- while providing shareholders with meaningful participation in the combined company's future growth. We encourage securityholders to vote for these resolutions well in advance of the Feb. 17, 2026, proxy deadline."
Benefits of the arrangement
- Unlocks value at the Corani project by creating a clear, near-term pathway to construction and combining it with Highlander's San Luis project for a stronger, complementary Peru-focused portfolio.
- Creates a stronger combined company with substantial liquidity, no debt, supportive strategic shareholders and a market capitalization currently estimated at $1.2-billion, enhancing both scale and competitiveness.
- Offers meaningful ownership in future growth, with shareholders expected to own approximately 18 per cent of the combined entity and retain long-term exposure to key assets.
- Backed by rigorous oversight and fairness protections, including a comprehensive nine-month strategic review process, confirmatory financial fairness opinions, insider voting support (representing about 30 per cent of the company's issued and outstanding shares) and court/shareholder approval safeguards.
Vote today
The proxy voting deadline is Feb. 17, 2026, at 10 a.m. (Vancouver time). Securityholders are encouraged to vote well in advance of the proxy voting deadline to ensure that their vote is received and recorded in a timely manner. Securityholders may vote on-line, by telephone or any other methods provided in the form or proxy or voting instruction which have been included as part of the Jan. 19, 2026, mailing of meeting materials.
Shareholder questions and voting assistance
Shareholders with questions or who require voting assistance may contact Bear Creek's proxy solicitation agent:
Laurel Hill Advisory Group
North America toll-free: 1-877-452-7184
Outside North America: 1-416-304-0211
Text message: text INFO to 416-304-0211 or 1-877-452-7184
E-mail: assistance@laurelhill.com
We seek Safe Harbor.
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