Highlander Silver and Bear Creek Mining Enter into an Amended and Restated Arrangement Agreement to Remove Highlander Silver Shareholder Approval Requirement

Core Viewpoint - Highlander Silver Corp. is set to acquire Bear Creek Mining Corporation through an amended arrangement agreement, streamlining the process by removing the requirement for a special shareholder meeting of Highlander Silver [1][3]. Group 1: Acquisition Details - The amended and restated arrangement agreement (A&R Arrangement Agreement) updates the original agreement from December 18, 2025, allowing Highlander Silver to acquire all outstanding common shares of Bear Creek that it does not already own [1]. - The original agreement required a special meeting of Highlander Silver's shareholders to approve the issuance of shares related to the acquisition, but this requirement has been removed due to the exercise of sufficient share purchase warrants [2][3]. - A special meeting of Bear Creek's securityholders is scheduled to approve the arrangement and related matters by February 19, 2026, with materials to be mailed around January 21, 2026 [3]. Group 2: Company Profiles - Highlander Silver focuses on advancing the San Luis gold-silver project in Peru, which has indicated mineral resources of 356,000 ounces of gold at 24.4 g/t and 8.4 million ounces of silver at 579 g/t, ranking among the top 10 highest-grade projects globally [5]. - Bear Creek is a precious metals producer with significant assets, including the Corani Project in Peru, one of the largest fully permitted silver deposits, and the Mercedes mine in Mexico, which generates cash flow and has exploration potential [6].