Highlander Silver and BEAR Creek Mining Complete Buiness Combination
HIGHLANDER SILVER AND BEAR CREEK MINING COMPLETE BUINESS
COMBINATION
All monetary amounts are expressed in Canadian dollars, unless otherwise indicated.
Toronto, Ontario, February 26, 2026 – Highlander Silver Corp. (TSX: HSLV) (“Highlander
Silver”) and Bear Creek Mining Corporation (TSXV: BCM) (OTCQX: BCEKF) (BVL: BCM)
(“Bear Creek ”) are pleased to a nnounce the successful completion of the previously
announced plan of arrangement under Division 5 of Part 9 of the Business Corporations Act
(British Columbia) (the “Arrangement”) and the concurrent closing of the debt settlement
agreements (the “Debt Settlement Agreements”) between Highlander Silver and each of
Royal Gold, Inc. , through its wholly -owned subsidiary, International Royalty Corporation,
(“Royal Gold”) and Equinox Gold Corp. (“Equinox”).
Pursuant to the Arrangement, Highlander Silver acquired all of the issued and outstanding
common shares of Bear Creek (the “Bear Creek Shares”) in exchange for 0.1175 common
shares in the capital of Highlander Silver (the “ Highlander Shares”) for each Bear Creek
Share held immediately prior to the effective time of the Arrangement (the “Consideration”).
In connection with the closing of the Debt Settlement Agreements, Highlander Silver paid
cash consideration in the amounts of US$6.2 million to Royal Gold and US$1.6 million to
Equinox. Concurrently with the closing of the Arrangement and the Debt Settlement
Agreements, Highlander Silver repaid the advance and outstanding interest owed to
Wheaton Precious Metals International Ltd. (“Wheaton”) pursuant to the support agreement
dated November 22, 2022, as amended, between Bear Creek and Wheaton.
As a result of the completion of the Arrangement, the Bear Creek Shares are expected to
be delisted from the TSX Venture Exchange on or about March 2, 2026 (the “Delisting”).
Bear Creek has notified OTC Markets Group and the Bolsa Valores de Lima (“BVL”) of its
intent to voluntarily withdraw its securities from the OTCQX trading platform and the BVL
exchange. In connection with the Delisting, Bear Creek will also submit an application to the
applicable securities regulators to cease to be a reporting issuer and to terminate its public
reporting obligations in Canada. Further details regarding the Arrangement are set out in
Bear Creek’s management information circular dated January 16, 2026 , 2026, (the
“Circular”) a copy of which is available under Bear Creek’s issuer profile on SEDAR+ at
www.sedarplus.ca.
Bear Creek Shareholders are reminded to review the Circular in respect of the procedure
for receiving the Consideration for their Bear Creek Shares. Registered shareholders (Bear
Creek Shares held in physical form or a direct registration system ("DRS") advice) must
complete, sign and return the letter of transmittal, along with their share certificate(s) or DRS
advice(s), to Endeavor Trust Corporation, the depositary for the Arrangement. Non -
registered shareholders (Bear Creek Shares held with a broker, bank or other intermediary)
should contact their intermediaries for instructions and assis tance in receiving the
Consideration for such Bear Creek Shares. The letter of transmittal is available at
https://bearcreekmining.com/investors/shareholder-meetings/ or under Bear Creek’s profile
on SEDAR+ (www.sedarplus.ca).
Early Warning Disclosure – Highlander
Pursuant to the requirements of National Instrument 62 -104 – Take-Over Bids and Issuer
Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over
Bid and Insider Reporting Issues , Highlander Silver will file an early warning report (the
“Early Warning Report”) in accordance with applicable securities laws, a copy of which will
be made available on Highlander Silver’s issuer profile on SEDAR+ at www.sedarplus.ca.
Further information and a copy of the Early Warning Report may also be obtained by
contacting Highlander Silver at the contact information below. The head office of Highlander
Silver is located at 100 King Street West, Suite 2500, Toronto, Ontario M5X 1A9.
Immediately prior to closing of the Arrangement, Highlander Silver held 50,000,000 Bear
Creek Shares, representing approximately 13.95% of the outstanding Bear Creek Shares
immediately prior to closing of the Arrangement. Pursuant to the Arrangement, Highlander
Silver acquired an aggregate of 308,302,938 Bear Creek Shares, thereby increasing its
holdings of Bear Creek Shares to 100%. Upon completion of the Arrangement, Bear Creek
became a wholly-owned subsidiary of Highlander Silver. In exchange for the Bea r Creek
Shares, Highlander Silver issued 0.1175 Highlander Shares to holders of Bear Creek
Shares for each Bear Creek Share held, for aggregate consideration of 36,225,457
Highlander Shares.
Highlander Silver acquired the Bear Creek Shares pursuant to the Arrangement and intends
for Bear Creek to cease to be a reporting issuer in all jurisdictions of Canada and remain a
wholly-owned subsidiary of Highlander Silver.
Early Warning Disclosure – Royal Gold
Immediately prior to the completion of the Arrangement, Royal Gold beneficially owned,
directly or indirectly, or exercised control or direction over 58,381,399 Bear Creek Shares,
representing approximately 16.29% of the issued and outstanding Bear Creek Shares (on
a non-diluted basis). As a result of completion of the Arrangement, Bear Creek became a
wholly-owned subsidiary of Highlander, and pursuant thereto, Royal Gold exchanged its
Bear Creek Shares for such number of Highlander Shares as is equal to approximately
3.37% of the issued and outstanding Highlander Shares (on a non-diluted basis).
Royal Gold will be filing an early warning report (the “Royal Gold Early Warning Report”)
in accordance with applicable securities laws, a copy of which will be made available on the
issuer profiles of both Royal Gold and Bear Creek, respectively, on SEDAR+ at
www.sedarplus.ca. Further information and a copy of the Royal Gold Early Warning Report
may also be obtained by contacting Highlander Silver at the contact information below. The
head office of Highlander Silver is located at 100 King Street West, Suite 2500, Toronto,
Ontario M5X 1A9.
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 10 highest grade projects globally in both gold and silver
categories.1 Highlander Silver’s significant shareholders include the Augusta Group, which
boasts an exceptional track record of value creation totaling over $4.5 billion in exit
transactions, and strategic shareholders, the Lundin family and Eric Sprott.
Information contact
Highlander Silver
Arun Lamba, Vice President Corporate Development
Email: [email protected]
Scientific and Technical Information
Scientific and technical information in the news release relating to the San Luis Project are
taken from the technical report entitled, “Technical Report on the San Luis Property” dated
January 15, 2025 , prepared by independent “qualified person” ( as defined in National
Instrument 43-101 Standards of Disclosure for Mineral Projects), Martin Mount, MSc MCSM
FGS CGeol FIMMM Ceng, and available on Highlander Silver’s SEDAR+ profile at
www.sedarplus.ca.
Forward-looking statements
This news release contains “forward-looking information” within the meaning of applicable
1 S&P Global rankings including the San Luis gold-silver project.
Canadian securities legislation. All statements, other than statements of historical fact, are
forward-looking statements and are based on expectations, estimates and projections as at
the date of this news release. Any statement that involves discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events
or performance (often but not always using phrases such as “expects”, or “does not expect”,
“is expected ”, “anticipates” or “does not anticipate ”, “plans”, “budget”, “scheduled”,
“forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or
stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be
taken to occur or be achieved) are not statements of historical fact and may be forward -
looking statements.
In this news release, forward-looking statements relate to, among other things, statements
regarding: the completion of the Delisting and the timing thereof; the submission of the
cease to be a reporting issuer application by Bear Creek; the filing of the Early Warning
Report and the Royal Gold Early Warning Report; the intention for Bear Creek to remain a
wholly-owned subsidiary of Highlander Silver; and the exploration potential of the Mercedes
mine. These forward -looking statements are no guarantees of f uture results and involve
risks and uncertainties that may cause actual results to differ materially from the potential
results discussed in the forward-looking statements.
In respect of the forward-looking statements, Highlander Silver and Bear Creek have relied
on certain assumptions that they believe are reasonable at this time, including , but not
limited to, assumptions concerning Highlander Silver, Bear Creek and the Arrangement,
including the anticipated benefits therefrom . Events or circumstances may cause actual
results to differ materially from those predicted as a result of numerous known and unknown
risks, uncertainties, and other factors.
Risks and uncertainties that may cause such differences include but are not limited to: the
possibility that the Bear Creek Shares will not be delisted from the TSX Venture Exchange,
the OTCQX or the BVL exchange within the timing currently contemplated or at all; that Bear
Creek’s application for an order to cease to be a reporting issuer (or equivalent) in each of
the provinces and territories of Canada may not be accepted or may be delayed; and such
other risk factors identified under the “Risk Factors” section in the Circular, a copy of which
is available under Bear Creek’s issuer profile on SEDAR+ at www.sedarplus.ca . These
factors are not intended to represent a complete list of the factors that could affect
Highlander Silver and Bear Creek. However, such risk factors should be considered
carefully. There can be no assurances that such estimates and assumptions will pr ove to
be correct. Accordingly, readers should not place undue reliance on the forward -looking
statements and information contained in this news release concerning these times. Each of
Highlander Silver and Bear Creek is under no obligation (and expressly disclaims any such
obligation) to update or alter any statements containing forward -looking information or the
factors or assumptions underlying them, whether as a result of new information, future
events or otherwise, except as required by applicable securities laws. All of the forward -
looking information in this release is qualified by the cautionary statements herein.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this news release.