Canadian Gold Corp. Secures Shareholder Approval for McEwen Deal

Canadian Gold Corp. has announced that its shareholders have overwhelmingly approved a significant business combination with McEwen Inc. The special meeting held on December 5, 2025, in Flin Flon, Manitoba, saw an impressive 99.998% of votes cast in favor of the arrangement, which will be executed through a statutory plan of arrangement under the Business Corporations Act of British Columbia.

The resolution was supported not only by the shareholders present but also met the requirements of Multilateral Instrument 61-101 of the Canadian Securities Administrators. This stipulates that disinterested shareholders must also approve the deal. In this instance, 99.996% of disinterested votes were in favor, after the exclusion of 79,681,855 votes held by interested parties.

Under the terms of the arrangement agreement established on October 10, 2025, each holder of a common share in Canadian Gold will receive 0.0225 common shares of McEwen for each Canadian Gold share held. This strategic move aims to bolster both companies’ positions in the mining sector.

Next Steps and Regulatory Approvals

In addition to shareholder approval, Canadian Gold Corp. has secured conditional approval from the TSX Venture Exchange for the transaction, pending customary conditions. The company plans to seek a final order from the British Columbia Supreme Court around December 10, 2025. The completion of the arrangement relies on satisfying standard conditions typical for such transactions, including obtaining necessary court and stock exchange approvals.

If all required approvals are granted and conditions are met, the arrangement is expected to close on or about January 5, 2026.

About Canadian Gold Corp. and McEwen Inc.

Canadian Gold Corp. is focused on mineral exploration and development, particularly at the past-producing Tartan Mine in Manitoba. The mine has an indicated mineral resource estimate of 240,000 oz of gold and an inferred estimate of 37,000 oz, according to a technical report from April 2017 by Mining Plus Canada Consulting Ltd. The firm also holds exploration properties in Ontario and Quebec near major gold mining operations.

McEwen Inc. holds a 5.6% interest in Canadian Gold, with its founder and CEO, Robert McEwen, owning a substantial 32.5% stake in the company. This merger is anticipated to enhance McEwen’s interest in the Tartan Mine, solidifying its foothold in the Canadian gold mining sector.

As both companies move forward, they will navigate the complexities of regulatory approvals and market conditions while aiming to capitalize on new growth opportunities in the evolving mining landscape.

For further information, please contact:
Michael Swistun, CFA
President & CEO
Canadian Gold Corp.
(204) 232-1373
[email protected]

This announcement has not been reviewed by the NYSE, TSX, or TSX-V, which do not accept responsibility for the accuracy of its contents.

Forward-looking statements in this release involve risks and uncertainties that could cause actual results to differ from anticipated outcomes. The management of both companies will continue to monitor these factors as they proceed with the arrangement.