McEwen Inc. and Canadian Gold Corp. Announce Closing of Arrangement
FOR IMMEDIATE RELEASE
McEwen Inc. and Canadian Gold Corp. Announce Closing of Arrangement
Toronto, Ontario and Flin Flon, Manitoba – January 6, 2026 – McEwen Inc. (“ McEwen”)
(NYSE/TSX:MUX) and Canadian Gold Corp. (“ Canadian Gold”) (TSX -V:CGC) are pleased to
announce the completion of the previously announced business combination between McEwen and
Canadian Gold by way of statutory plan of arrangement (the “ Arrangement”). Shareholders of
Canadian Gold approved the Arrangement on December 5, 2025 and a final order approving the
Arrangement was issued by the British Columbia Supreme Court on December 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 8:00 a.m. Vancouver time on January 5, 2026. Under the terms of the
Arrangement Agreement, which was negotiated at arms-length, each holder of the common shares of
Canadian Gold (each, a “Canadian Gold Share”) will receive 0.0225 McEwen common shares (each,
a “McEwen 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 January 7, 2026. Canadian Gold will submit an application to cease to be
a reporting issuer under applicable Canadian securities la ws 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 adva nce production permitting to enable us to timely restart the mine.
We also expect to publish an updated re source 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 (the “Amending Agreement”) in order to address certain requirements of the New York
Stock Exchange (the "NYSE"). Pursuant to the Amending Agreement, all Canadian Gold Shares held
by Mr. 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% of newly issued McEwen S hares, 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 October 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 on www.sedarplus.ca.
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 October 30, 2025, a copy of which is available on the profile of
Canadian Gold on SEDAR+ at www.sedarplus.ca.
About McEwen
McEwen shares trade on both the NYSE and TSX 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, USA, the Timmins
district of Ontario, Canada, and the Deseado Massif in Santa Cruz province, Argentina. McEw en is
also reactivating its El Gallo gold and silver mine in Mexico.
The Company has a 46.4% 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 US$456 million.
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
October 7, 2025.
McEwen also recently purchased 27.3% 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 US$200 million 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 MUX’s profitability, share value and eventually
implement a dividend policy, as he did while building Goldcorp Inc.
McEwen Contact Info and Social Media:
WEB SITE SOCIAL MEDIA
www.mcewenmining.com
McEwen
Facebook: facebook.com/mceweninc
LinkedIn: linkedin.com/company/mceweninc
CONTACT INFORMATION X: X.com/mceweninc
150 King Street West Instagram: instagram.com/mceweninc
Suite 2800, PO Box 24
Toronto, ON, Canada
McEwen
Copper
Facebook: facebook.com/ mcewencopper
M5H 1J9 LinkedIn: linkedin.com/company/mcewencopper
X: X.com/mcewencopper
Relationship with Investors: Instagram: instagram.com/mcewencopper
(866)-441-0690 - Toll free line
(647)-258-0395
Rob McEwen
Facebook: facebook.com/mcewenrob
Mihaela Iancu ext. 320 LinkedIn: linkedin.com/in/robert-mcewen-
646ab24
[email protected] X: X.com/robmcewenmux
Neither the NYSE, TSX or TSX-V have reviewed and do not accept responsibility for the adequacy or accuracy of
the contents of this news release, which has been prepared by the management of McEwen and Canadian Gold.
Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of applicable 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 timing of delisting of shares of Canadian Gold from the TSX Venture Exchange, exploration and
development potential of Tartan, plans to accelerate and expand the scope of exploration, timing of
mine plan engineering and production permitting to potentially restart the mine, the timing of
publishing of an updated resource estimate, goals to have Los Azules copper become one of the
world's first regenerative copper mines and achieve carbon neutrality by 2038, and the objectives for
McEwen. These forward-looking statements are not guarantees of future results and involve risks and
uncertainties that may cause actual results to differ materially from the potential results discussed in
the forward-looking statements. See McEwen Inc.'s Annual Report on Form 10-K for the fiscal year
ended December 31, 2024, and other filings with the Securities and Exchange Commission, under the
caption "Risk Factors", for additional information on risks, uncertainties and other factors relating to
the forward-looking statements and information regarding McEwen.
McEwen and Canadian Gold expressly disclaim any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events or otherwise except
as otherwise required by applicable securities legislation.