Mr. Rob McEwen of McEwen reports
MCEWEN INC. AND CANADIAN GOLD CORP. ANNOUNCE CLOSING OF ARRANGEMENT
McEwen Inc. and Canadian Gold Corp. have completed the previously announced business combination between McEwen and Canadian Gold by way of statutory plan of arrangement. Shareholders of Canadian Gold approved the arrangement on Dec. 5, 2025, and a final order approving the arrangement was issued by the British Columbia Supreme Court on Dec. 10, 2025, as amended by a further order of the British Columbia Supreme Court according to the amending agreement described below.
The arrangement was completed under the Business Corporations Act (British Columbia) and was deemed to become effective at 8 a.m. (Vancouver time) on Jan. 5, 2026. Under the terms of the arrangement agreement, which was negotiated at arm's length, each holder of the common shares of Canadian Gold will receive 0.0225 McEwen common share for each Canadian Gold share held.
The shares of Canadian Gold are expected to be delisted from the TSX Venture Exchange effective as of the close of market on Jan. 7, 2026. Canadian Gold will submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate its public reporting requirements.
"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. Our immediate priorities are to accelerate and expand the scope of exploration, initiate mine plan engineering, and advance production permitting to enable us to timely restart the mine. We also expect to publish an updated resource estimate by the end of February," said Rob McEwen, chairman and chief owner.
Amending agreement
McEwen and Canadian Gold have also entered into an amending agreement to the arrangement agreement in order to address certain requirements of the New York Stock Exchange. Pursuant to the amending agreement, all Canadian Gold shares held by Rob McEwen will be exchanged on closing for subscription receipts of McEwen, rather than McEwen shares.
Under the original arrangement agreement, Mr. McEwen was to receive for his Canadian Gold shares up to 1 per cent of newly issued McEwen shares, with the balance of the consideration to be paid in subscription receipts. In accordance with the amending agreement, all Canadian Gold shares held by Mr. McEwen will now be exchanged solely for subscription receipts, which will convert into McEwen shares upon receipt of shareholder approval at a meeting of McEwen shareholders. Such shareholder approval is expected to be sought at the next annual meeting of McEwen shareholders. If this approval is not obtained, McEwen will satisfy the consideration for such subscription receipts in cash, in accordance with the terms of the amending agreement.
The amendments apply only to Mr. McEwen and do not affect the consideration to be received by other Canadian Gold shareholders.
Information for Canadian Gold shareholders
Certificates formerly representing Canadian Gold shares now represent only the right to receive McEwen shares to which the holders are entitled pursuant to the arrangement.
In order to receive their McEwen shares, registered shareholders of Canadian Gold must deposit their share certificates or DRS advice(s) with a completed letter of transmittal, as set forth in the information circular of Canadian Gold dated Oct. 30, 2025. The letter of transmittal was mailed to registered shareholders together with the meeting materials for the Canadian Gold meeting and it is also available on Canadian Gold's SEDAR+ profile.
Canadian Gold shareholders who own their shares through a broker or other intermediary should contact such broker or other intermediary regarding their receipt of McEwen shares under the arrangement. Further information regarding the arrangement, including instructions on how to exchange Canadian Gold shares for McEwen shares, is set out in the management information circular of Canadian Gold dated Oct. 30, 2025, a copy of which is available on the profile of Canadian Gold on SEDAR+.
About McEwen
Inc.
McEwen shares trade on both the NYSE and Toronto Stock Exchange under the ticker MUX.
McEwen provides its shareholders with exposure to a growing base of gold and silver production in addition to a very large copper development project, all in the Americas. The gold and silver mines are in prolific mineral-rich regions of the world: the Cortez trend in Nevada, United States, the Timmins district of Ontario, Canada, and the Deseado massif in Santa Cruz province, Argentina. McEwen is also reactivating its El Gallo gold and silver mine in Mexico.
The company has a 46.4-per-cent interest in McEwen Copper, which owns the large, long-life, advanced-stage Los Azules copper development project in San Juan province, Argentina -- a region that hosts some of the country's largest copper deposits. According to the last financing for McEwen Copper, the implied value of McEwen's ownership interest is $456-million (U.S.).
The Los Azules copper project is designed to be one of the world's first regenerative copper mines and carbon neutral by 2038. Its feasibility study results were announced in the press release dated Oct. 7, 2025.
McEwen also recently purchased 27.3 per cent of Paragon Advanced Labs Inc., a newly listed public company that is deploying PhotonAssay units around the world, a technology that the company believes is poised to become the new industry standard for assaying precious and base metals, with Paragon aiming to be one of the leading service providers.
Chairman and chief owner Rob McEwen has invested over $200-million (U.S.) personally and takes a salary of $1 per year, aligning his interests with shareholders. He is a recipient of the Order of Canada, a member of the Canadian Mining Hall of Fame and a winner of the EY Entrepreneur of the Year (Energy) award. His objective is to build McEwen's profitability, share value and eventually implement a dividend policy, as he did while building Goldcorp Inc.
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