McEwen to Acquire Canadian Gold in Statutory Plan of Arrangement.

McEwen Inc. is acquiring all common shares of Canadian Gold Corp. in a statutory plan of arrangement. The deal is expected to close in early January 2026. Canadian Gold will become a wholly-owned subsidiary of McEwen. The acquisition was negotiated at arm's length, and a special meeting of Canadian Gold shareholders is scheduled for December 5, 2025.

McEwen Inc. (NYSE: MUX) has announced a definitive agreement to acquire all common shares of Canadian Gold Corp. (TSX-V:CGC) through a statutory plan of arrangement. The acquisition, expected to close in early January 2026, will make Canadian Gold a wholly-owned subsidiary of McEwen. The deal was negotiated at arm's length and has been approved by the boards of both companies.

Under the terms of the arrangement, each holder of Canadian Gold shares will receive 0.0225 McEwen shares for each Canadian Gold share held, representing a 96.7% premium over the closing price of Canadian Gold shares on the trading day immediately prior to the public announcement of the letter of intent. The exchange ratio translates to a current offer price of CDN $0.60 per Canadian Gold share.

Upon completion of the transaction, existing McEwen and Canadian Gold shareholders will own approximately 92% and 8% of McEwen, respectively, on both an outstanding shares and fully-diluted basis. McEwen will continue trading under the name McEwen Inc. on the New York Stock Exchange (NYSE) and the Toronto Stock Exchange (TSX) under the symbol "MUX".

Canadian Gold's principal asset is its 100% interest in the Tartan Lake Gold Mine Project (the "Tartan Mine"), located in the province of Manitoba, Canada. The Tartan Mine is a high-grade gold project and former producing mine with existing infrastructure and significant exploration potential.

The acquisition is expected to offer significant benefits to McEwen shareholders, including access to the Tartan Mine's high-grade gold resources and existing infrastructure. For Canadian Gold shareholders, the transaction is expected to provide a substantial premium over the current market price.

The Arrangement Agreement was approved by the boards of directors of both McEwen and Canadian Gold, based on the recommendation of their respective special committees comprised of independent and disinterested directors. Each company's special committee engaged an independent financial advisor to ensure a thorough and impartial review of the agreement. The advisors provided a written opinion stating that the proposed consideration is fair from a financial perspective.

Further details with respect to the Proposed Transaction will be included in an information circular to be mailed to Canadian Gold shareholders in connection with the Canadian Gold Meeting. A copy of the Arrangement Agreement and the information circular will be filed on the companies' SEDAR+ profiles at www.sedarplus.ca.