McEwen Inc. and Canadian Gold Corp. Announce Arrangement Agreement

Core Viewpoint - McEwen Inc. has entered into a definitive agreement to acquire Canadian Gold Corp., which will make Canadian Gold a wholly-owned subsidiary of McEwen if approved by shareholders and the Supreme Court of British Columbia [1][3]. Transaction Details - The acquisition will be executed through a statutory plan of arrangement, with Canadian Gold shareholders receiving 0.0225 McEwen shares for each Canadian Gold share held, equating to a current offer price of CDN $0.60 per Canadian Gold share, representing a 96.7% premium over the previous closing price [2][3]. - The transaction is expected to close in early January 2026, pending necessary approvals [1][3]. Shareholder Impact - Upon completion, existing McEwen shareholders will own approximately 92% of the combined entity, while Canadian Gold shareholders will own about 8% [3]. - The transaction is anticipated to provide significant benefits to both Canadian Gold and McEwen shareholders, including enhanced liquidity and access to McEwen's diversified portfolio [5][6]. Asset Overview - Canadian Gold's primary asset is its 100% interest in the Tartan Lake Gold Mine Project, a high-grade gold project with existing infrastructure and exploration potential [4][6]. - The Tartan Mine is strategically located near Flin Flon, Manitoba, benefiting from access to a skilled mining workforce [6]. Approval Process - The Arrangement Agreement has been approved by the Boards of Directors of both companies, with independent financial advisors confirming the fairness of the proposed consideration [8]. - The transaction requires approval from 66 ⅔% of Canadian Gold shareholders and a simple majority from minority shareholders at a special meeting scheduled for December 5, 2025 [13]. Regulatory Compliance - The completion of the Proposed Transaction is subject to customary closing conditions and necessary court and regulatory approvals, including those from the TSX Venture Exchange, TSX, and NYSE [13].