Highlander Silver and BEAR Creek Mining Combine to Create Leading Growth Company IN the Silver Sector
HIGHLANDER SILVER AND BEAR CREEK MINING COMBINE TO CREATE
LEADING GROWTH COMPANY IN THE SILVER SECTOR
All monetary amounts are expressed in Canadian dollars, unless otherwise indicated.
Toronto, Ontario, December 19, 2025 – Highlander Silver Corp. (TSX: HSLV) (“Highlander
Silver”) and Bear Creek Mining Corporation (TSXV: BCM) (OTCQX: BCEKF) (BVL: BCM) (“Bear
Creek”) are pleased to announce that they have entered into a definitive agreement (the
“Arrangement Agreement”) whereby Highlander Silver and Bear Creek have agreed to combine
their respective businesses by way of a plan of arrangement under the Business Corporations Act
(British Columbia) (the “Arrangement”). The combined company will be managed by the Highlander
Silver executive team, supported by key Bear Creek personnel.
Corporate Highlights
Creates a leading growth company in the silver sector by adding the Corani silver project
(the “Corani Project”), one of the largest primary silver deposits in the world, to a foundation
supported by the bonanza grade San Luis gold-silver project
Leading management team with proven expertise in delivering rapid growth while advancing
projects in South America in partnership with community and government stakeholders
Combined company’s strong shareholder base includes global institutions and strategic
shareholders, Augusta Capital, the Lundin family and Eric Sprott; Highlander’s balance
sheet remains well-capitalized and debt free post-transaction
Flagship Assets
San Luis Gold-Silver Project – Ancash, Peru
Hosts Indicated Mineral Resources of 356 koz gold (“Au”) at 24.4 g/t Au and 8.4 Moz silver
(“Ag”) at 579 g/t Ag, ranking among the 10 highest grade projects globally in both gold and
silver categories
Rapidly growing Bonita zone discovery has returned robust drilling results, recently
including 23.9m of 20.82 g/t Au and 31.53 g/t Ag (BOD-023); 23.6m of 15.56 g/t Au and
74.49 g/t Ag (BOD-021); 23.4m of 11.70 g/t Au and 26.10 g/t Ag (BOD-022)1
Geophysics and drilling plans to be released in the New Year and set the stage for the next
1 See press releases: ‘Highlander Silver Reports New Discovery of Kusy Zone at Bonita Returning Highest
Grades to Date: 23.6m at 15.56 g/t Gold and 74.49 g/t Silver’ – October 6, 2025 and ‘Highlander Silver Reports
Record Results and New Discovery: 23.9m at 20.82 g/t Gold and 31.53 g/t Silver and 23.4m at 11.70 g/t Gold and
26.10 g/t Silver in Shallow Drilling’ – December 1, 2025
phase of growth at Bonita while permitting advances
Corani Project – Puno, Peru
One of the largest primary silver deposits in the world, with permitting well advanced and
supporting community agreements in place
2019 Feasibility Study (as defined below) using US$18/oz silver: US$532m NPV5% and
22.9% after-tax IRR; 9.6 Moz average annual silver production over LOM at AISC 2 of
US$4.55/oz silver
Proven & Probable reserves of 229 Moz silver; measured and indicated mineral resources
(inclusive of mineral reserves) of 323 Moz silver, and additional inferred mineral resources
of 84 Moz silver
Growth opportunity that has not seen exploration drilling in the last decade with exploration
opportunities to the north, northeast and south, and a related gold zone and porphyry target
to pursue
Mercedes Gold-Silver Mine – Sonora, Mexico
Operating underground mine with underutilized 2,000 tpd processing plant and associated
infrastructure; 2024 production of 40,220 oz gold and 217,676 oz silver
Large and highly prospective land package of 69,284 ha within prolific belt; main corridor of
veins open under cover for over 6km of largely untested prospective strike, with numerous
other targets to pursue across multiple styles of mineralization
Represents an attractive gold asset with significant upside that Highlander will seek to align
with a well-funded responsible operator which can prioritize investing in its long-term future
Daniel Earle, President and CEO of Highlander Silver, commented, “I am delighted to present this
transaction to our shareholders, which allows us to scale into the emerging structural bull market
for silver beyond our bonanza grade San Luis project. The Corani Project is already one of the
largest primary silver deposits in the world yet still offers robust growth and discovery potential. To
Bear Creek Shareholders, I’d like to extend a warm welcome and commit to honour the legacy of
your company as a trailblazer in Peruvian silver exploration by surfacing the full potential of the
Corani Project within our portfolio.”
Eric Caba, President and CEO of Bear Creek , commented, “I am extremely excited to realize the
combination of Bear Creek with Highlander Silver, which will result in a robust, silver-focused
enterprise with a significant mineral inventory, a clean balance sheet and a clear path to growth
lead by our flagship Corani Project.”
2 Non-GAAP Financial Measure, see “Non-GAAP Financial Measures”
Catherine McLeod-Seltzer, Chair, and Peter Mitchell, Special Committee Chair of Bear Creek ,
respectively, add, “The Highlander Arrangement is a comprehensive solution that first and foremost
provides exciting future opportunities for Bear Creek Shareholders to realize value from the Corani
Project and participate in Highlander’s San Luis project, and secondly provides an elegant solution
that eliminates their substantial exposure to Bear Creek’s liquidity and debt issues. After a thorough
and disciplined strategic review process, engaging with numerous potential counterparties and
carefully considering multiple alternative offers, we are extremely pleased to have negotiated the
Arrangement with Highlander Silver, which provides the best path forward for our shareholders.”
Bill Heissenbuttel, President and CEO of Royal Gold, commented, “With this transaction, Corani is
moving into the hands of a well-capitalized company with a management team that has experience
advancing large-scale projects in Latin America. I am pleased to see this transaction materialize,
as it increases Royal Gold’s exposure to the potentially large-scale and long-life Corani Project,
and also furthers our objective of simplifying the portfolio we acquired with Sandstorm Gold by
converting non-core assets into interests that fit our business model.”
Bear Creek Strategic Review and Benefits of the Arrangement to Bear Creek Shareholders
Bear Creek undertook a formal comprehensive and thorough strategic review process (the “Strategic
Review”) over the past nine months to explore and evaluate the strategic and financial options
available to Bear Creek with the ultimate view of restoring balance sheet strength and enhancing value
for shareholders. Bear Creek’s Special Committee, with the assistance of its legal and financial
advisors, engaged with more than 100 parties and carried out an exhaustive analysis of multiple
incoming proposals including joint venture, asset and corporate transactions. The Special Committee
determined the Highlander Arrangement to be the superior offer in the best interests of the
shareholders of Bear Creek (the “Bear Creek Shareholders”).
Benefits to Bear Creek Shareholders
Continued Exposure to the Corani Project: Creates a near-term and executable pathway to
construction and operation of the Corani Project – one of the world’s largest fully permitted silver
polymetallic deposits with 229 million ounces of silver and 4.4 billion pounds combined lead and
zinc in proven and probable mineral reserves – unlocking long-underappreciated value for Bear
Creek Shareholders.
Complementary Assets: Combines the Corani Project’s substantial silver mineral reserves with
Highlander’s rapidly-advancing San Luis gold-silver development property to establish a top tier
precious and base metal inventory and an organic pipeline of projects in Peru providing near and
long term growth.
Stabilizes Bear Creek’s Working Capital:Private Placement (as defined below) in the common
shares of Bear Creek (“Bear Creek Shares”) by Highlander Silver provides immediate liquidity and
demonstrates Highlander Silver’s confidence in the Arrangement.
Sound Financial Footing: Participation in a financially robust pro-forma company with a strong cash
position, no debt, and a strong group of supportive shareholders including the Augusta Group, the
Lundin family and Eric Sprott. The Arrangement eliminates Bear Creek’s debt and stream burden
(totaling US$121 million as at September 30, 2025) and significantly reduces liquidity and going
concern risk for Bear Creek Shareholders.
Enhanced Capital Markets Profile: Participation in a growth-oriented company with increased
critical mass, having a combined equity market capitalization of approximately $625 million,which
will benefit from increased liquidity and the potential to amplify market exposure and normalize
price to net asset value ratios.
Insider Support: All directors and officers of Bear Creek, as well as Bear Creek’s largest
shareholders, Royal Gold, Inc. (“Royal Gold”) and Equinox Gold Corp. (“Equinox”), have signed
voting support agreements in favour of the Arrangement, representing approximately 34% of the
outstanding Bear Creek Shares.
Debt Restructuring: Outstanding debt obligations with Equinox and affiliates of Royal Gold are
restructured in a manner which preserves Bear Creek Shareholders’ exposure to the Corani
Project.
Details of the Arrangement
Bear Creek and Highlander Silver entered into a definitive Arrangement Agreement on December
18, 2025, pursuant to which Highlander Silver will acquire all of the issued and outstanding Bear
Creek Shares by way of a statutory plan of arrangement under the Business Corporations Act
(British Columbia).
Bear Creek Shareholders will receive 0.1175 common shares in the capital of Highlander Silver
(the “Highlander Shares”, and such ratio being the “Exchange Ratio”) in exchange for each Bear
Creek Share held immediately prior to the effective time of the Arrangement. Upon completion of
the Arrangement, existing holders of Highlander Shares (“Highlander Shareholders”) and former
Bear Creek Shareholders will own approximately 82% and 18% of the total issued and outstanding
Highlander Shares, respectively, on a fully-diluted basis.
Highlander Silver expects to issue an aggregate of approximately 34,450,672 Highlander Shares
to the Bear Creek Shareholders, based on the Bear Creek Shares outstanding as at the date of this
announcement. Highlander Silver may also issue up to approximately 346,253 additional
Highlander Shares subject to, as part of the Arrangement, the conversion into Bear Creek Shares
of certain convertible securities of Bear Creek at the effective time of the Arrangement. In-the-
money stock options (as determined to be “in-the-money” as at the date of the Arrangement
Agreement), restricted share units (the “RSUs”) and deferred share units (the “DSUs”) of Bear
Creek outstanding immediately prior to the effective time of the Arrangement will (whether vested
or unvested) immediately vest and be converted, as a step in the Arrangement, into Bear Creek
Shares and the holders thereof will receive the number of Highlander Shares to which they are
entitled for such Bear Creek Shares under the Arrangement based on the Exchange Ratio. Out-of-
the-money options of Bear Creek (as determined to be “out-of-the-money” as at the date of the
Arrangement Agreement) will be cancelled without any payment and such out-of-the-money
optionholders will cease to have any rights under such cancelled options.
The outstanding warrants of Bear Creek will be treated in accordance with their terms and are
expected to continue to trade on the TSX Venture Exchange (“TSXV”) under the symbol “BCM.WT”.
After giving effect to the Arrangement, Bear Creek warrants will become exercisable into Highlander
Shares.
In addition, Highlander Silver has also entered into agreements with affiliates of Royal Gold and
Equinox to settle all of Bear Creek’s outstanding indebtedness owing to such parties, subject to the
completion of the Transaction (the “Debt Settlement Arrangements” and together with the
Arrangement, the “Transaction”).
The Transaction is expected to close in the first quarter of 2026, subject to the receipt of all required
court, regulatory and stock exchange approvals. Following completion of the Arrangement, the
Highlander Shares will remain listed on the Toronto Stock Exchange and the Bear Creek Shares
will be delisted from the TSXV.
Debt Settlement Arrangements
Highlander Silver has entered into definitive agreements to: (i) settle outstanding debt obligations
owing by Bear Creek to Equinox and certain affiliates of Royal Gold; and (ii) terminate the gold and
silver stream obligations between Bear Creek and an affiliate of Royal Gold under the Mercedes
streaming arrangement.
Royal Gold will receive cash consideration of US$6.2 million, an incremental 1.75% secured net
smelter return royalty on the Corani Project and an unsecured 2% net smelter return royalty on the
Mercedes mine, together with certain parent guarantees from Highlander Silver. Royal Gold’s
existing 1% secured net smelter return royalty on the Corani Project will remain in place, such that
Royal Gold will hold an aggregate 2.75% secured net smelter return royalty on the Corani Project
(the “Corani NSR”). Highlander Silver will be permitted to buy back 0.5% of the Corani NSR for
US$25 million until the earlier of: (i) January 1, 2033; and (ii) the date that is 6 months after a final
investment decision (“FID”) is made. If the FID is obtained before December 31, 2028, Highlander
Silver will be permitted to buy back 0.75% of the Corani NSR for US$30 million.
Equinox will receive US$1.6 million of cash consideration and a 0.5% unsecured net smelter royalty
on the Corani Project (the “Equinox NSR”). Highlander Silver will be permitted to buy back 0.167%
of the Equinox NSR for US$8.3 million until the earlier of: (i) January 1, 2033; and (ii) the date that
is 6 months after an FID.
The Debt Settlement Arrangements are conditional upon closing the Arrangement.
Concurrent with execution of the Arrangement Agreement, both Royal Gold and Equinox have
agreed to extend the interest accrual period on Bear Creek’s convertible debts owing to both parties
from December 31, 2025 to the earlier of (i) the closing date of the Arrangement and (ii) the
termination of the Arrangement Agreement in accordance with its terms (the “Interest Deferral”). As
at September 30, 2025, approximately $3.9 million of interest was accrued and payable to the
parties. The fixed gold delivery obligations to Royal Gold under the Mercedes streaming
arrangement will continue until the closing of the Arrangement.
Each of Royal Gold and Equinox is a “related party” of the Bear Creek and the Debt Settlement
Arrangements and the Interest Deferral constitute "related party transactions" (as each term is
defined in the policies of the TSXV and MI 61-101). Bear Creek intends to rely on the specified
markets exemption from the formal valuation requirement set forth in subsection 5.5(b) of MI 61-
101 and intends to seek approval from disinterested shareholders of Bear Creek, excluding for this
purpose the votes held by any person required under MI 61-101 at the Bear Creek Meeting (as
defined below).
Concurrent Non-Brokered Private Placement
Concurrently with the entering into of the Arrangement Agreement, Highlander Silver has entered
into a subscription agreement with Bear Creek pursuant to which Highlander Silver will subscribe
for 50,000,000 Bear Creek Shares at a price of $0.36 per Bear Creek Share for gross proceeds of
$18 million to acquire approximately 14.6% ownership stake in Bear Creek (the “Private
Placement”). The proceeds from the Private Placement will be used by Bear Creek for bonding,
site investigation, exploration and studies at the Corani Project and for general working capital
purposes at Mercedes. Closing of the Private Placement is expected to be completed on December
30, 2025 and is not contingent on the completion of the Arrangement.
The Private Placement is subject to the approval of the TSXV and other customary regulatory
approvals. No finder’s fee is payable in connection with the Private Placement. The Bear Creek
Shares issued under the Private Placement will be subject to a statutory four month and one day
hold period, pursuant to securities laws in Canada. The Bear Creek Shares issued under the Private
Placement have not been and will not be registered under the United States Securities Act of 1933,
as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. This
press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities
of Bear Creek, nor shall there be any offer or sale of any securities of Bear Creek in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction.
Pursuant to the Arrangement, Bear Creek Shares held by Highlander Silver will be cancelled in
accordance with the terms of the Arrangement Agreement and no Highlander Shares or other
compensation will be issued in connection with such cancellation.
Transaction Conditions and Timing
The Arrangement will be effected by way of a court-approved plan of arrangement under the
Business Corporations Act (British Columbia) and will require the approval of: (i) at least 66⅔% of
votes cast by Bear Creek Shareholders, (ii) 66⅔% of the votes cast by the Bear Creek Shareholders
and holders of the stock options, RSUs and DSUs (collectively, the “Bear Creek Securityholders”), voting
together as a single class, and, if required, (iii) a simple majority of the votes cast by disinterested
shareholders of Bear Creek, excluding for this purpose the votes held by any person required under
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
The Arrangement will require approval of a simple majority of votes cast by Highlander
Shareholders.
The Arrangement Agreement includes customary representations and warranties for a transaction
of this nature as well as customary interim period covenants regarding the operation of Highlander
Silver’s and Bear Creek’s businesses. The Arrangement Agreement also includes customary deal
protections in favour of each of Highlander Silver and Bear Creek. With respect to Highlander Silver,
these protections include fiduciary-out provisions, non-solicitation covenants, and a right to match
any superior proposals. With respect to Bear Creek, these protections include a fiduciary-out
provision. The Arrangement Agreement includes a termination fee of $8 million payable by Bear
Creek in the event the Arrangement Agreement is terminated in certain circumstances and a
reverse-termination fee of $8 million payable by Highlander Silver in the event the Arrangement
Agreement is terminated in certain circumstances.
In addition to securityholder and court approvals, the Arrangement is subject to applicable
regulatory approvals, stock exchange approvals and the satisfaction of certain other closing
conditions customary in transactions of this nature. The Arrangement is expected to close in the
first quarter of 2026.
None of the securities to be issued pursuant to the Arrangement have been or will be registered
under the U.S. Securities Act, or any state securities laws, and any securities issuable in the
Arrangement are anticipated to be issued in reliance upon available exemptions from such
registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable
exemptions under state securities laws. This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
Further details of the Arrangement, will be included in separate management information circulars
to be prepared by each of Bear Creek (the “Bear Creek Circular”) and Highlander Silver (the
“Highlander Circular”) that will be delivered to Bear Creek Shareholders and Highlander
Shareholders, respectively, in advance of the meeting of Bear Creek Securityholders (the “Bear
Creek Meeting”) and the meeting of Highlander Shareholders (the “Highlander Meeting”), each of
which are anticipated to be held in February 2026. A copy of the Arrangement Agreement will be
made available on Bear Creek’s and Highlander Silver’s SEDAR+ profiles at www.sedarplus.com.
The Bear Creek Circular and Highlander Circular will also be made available on Bear Creek’s and
Highlander Silver’s SEDAR+ profiles in advance of the Bear Creek Meeting and the Highlander
Meeting.
Boards of Directors’ Recommendation
The board of directors of Highlander Silver (the “Highlander Board”), after consultation with its
outside financial and legal advisors, unanimously approved, among other things, the Arrangement,
the subscription for Bear Creek Shares under the Private Placement and the Debt Settlement
Arrangements. The Highlander Board has determined the Arrangement is in the best interests of
Highlander Silver and the Highlander Board unanimously recommends that the Highlander
Shareholders vote in favour of approving the Arrangement at the Highlander Meeting.
Based on the unanimous recommendation of a special committee of independent directors of Bear
Creek (the “Special Committee”) and after consultation with its outside financial and legal advisors,
the board of directors of Bear Creek (the “Bear Creek Board”) unanimously approved the
Arrangement and has determined the Arrangement is in the best interests of Bear Creek, and that
the consideration to be received by Bear Creek Shareholders is fair, from a financial point of view,
to Bear Creek Shareholders. The Bear Creek Board unanimously recommends that Bear Creek
Shareholders vote in favour of approving the Arrangement at the Bear Creek Meeting.
BMO Capital Markets and Stifel Nicolaus Canada Inc. have provided fairness opinions to the Bear
Creek Board in connection with the Transaction.
Voting Support Agreements
Each of Highlander Silver’s and Bear Creek’s directors and officers support the Transaction and
have entered into customary voting support agreements agreeing to vote their Highlander Shares
or Bear Creek Shares, respectively, in favor of the Arrangement. Royal Gold and Equinox have
also entered into a voting support agreement with Highlander Silver to vote their Bear Creek Shares
in favour of the Arrangement, resulting in approximately 34% of all issued and outstanding Bear
Creek Shares and 31% of all issued and outstanding Highlander Shares being subject to voting
support agreements to support the Transaction. The voting support agreement may be terminated
in certain circumstances, including, without limitation, upon termination of the Debt Settlement
Arrangements (in the case of Royal Gold) or the Arrangement Agreement.
Advisors and Counsel
Canaccord Genuity Corp. and Minmetals Securities Co., Ltd., headquartered in China, are acting
as financial advisors to Highlander Silver. Osler, Hoskin & Harcourt LLP is acting as legal advisor
to Highlander Silver.
BMO Capital Markets and BLB Advisory EIRL are acting as financial advisors to Bear Creek. Stifel
Nicolaus Canada Inc. is acting as independent financial advisor to the Special Committee. Borden
Ladner Gervais LLP is acting as Canadian legal advisors to Bear Creek.
About Highlander Silver
Highlander Silver is primarily focused on advancing the bonanza grade San Luis gold-silver project
that is located adjacent to the past-producing Pierina mine in Central Peru. San Luis hosts Indicated
Mineral Resources of 356 koz Au at 24.4 g/t Au and 8.4 Moz Ag at 579 g/t Ag and ranks among the