McEwen Inc. to acquire Canadian Gold Corp. in $1.1B deal.

McEwen Inc. and Canadian Gold Corp. have entered into a definitive agreement for McEwen to acquire all of Canadian Gold's issued and outstanding common shares through a statutory plan of arrangement. If approved by Canadian Gold shareholders and the Supreme Court of British Columbia, Canadian Gold will become a wholly-owned subsidiary of McEwen.

McEwen Inc. (NYSE: MUX) and Canadian Gold Corp. (TSXV: CGC) have entered into a definitive agreement under which McEwen will acquire all of Canadian Gold's issued and outstanding common shares. The transaction, expected to close in early January 2026, is subject to shareholder, court, and regulatory approvals.

Under the terms of the agreement, each Canadian Gold share will be exchanged for 0.0225 McEwen shares, representing a 96.3% 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 implies a current offer price of CDN $0.60 per Canadian Gold share, according to a Stocktitan release.

Upon completion of the transaction, existing McEwen and Canadian Gold shareholders will own approximately 92% and 8% respectively, of McEwen, 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, 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 transaction is expected to offer significant benefits to Canadian Gold shareholders, including a potential increase in share value and the opportunity to participate in McEwen's growth strategy.

The Arrangement Agreement was approved by the Board 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 Arrangement Agreement. The advisors have provided a written opinion stating that the proposed consideration is fair from a financial perspective.

Canadian Gold shareholders will vote on the transaction at a special meeting on December 5, 2025, with a record date of October 30, 2025. Further details of the proposed transaction will be included in an information circular to be mailed to Canadian Gold shareholders in connection with the Canadian Gold Meeting.