TORONTO and VANCOUVER, British Columbia, Jan. 28, 2026 (GLOBE NEWSWIRE) -- McEwen Inc. (“McEwen”) (NYSE/TSX:MUX) and Golden Lake Exploration Inc. (“Golden Lake”) (CSE:GLM) are pleased to announce that they have entered into a Definitive Agreement (the "Agreement") on January 28, 2026 in respect of a proposed transaction (the "Proposed Transaction"), whereby McEwen would acquire all of the issued and outstanding shares of Golden Lake by way of plan of arrangement. If the Proposed Transaction is completed, Golden Lake would become a wholly-owned subsidiary of McEwen.

Golden Lake’s principal asset is its 100%-owned Jewel Ridge and Jewel Ridge West projects located adjacent to McEwen’s Windfall and Lookout Mountain discoveries, part of the Gold Bar Mine Complex, in the Eureka Mining District of Nevada. Historical drill highlights from Jewel Ridge project include 2.20 gpt gold over 28.96 meters, 1.24 gpt gold over 56.39 meters, 2.37 gpt gold over 67.57 meters. These holes are located north of McEwen’s Windfall deposit, where a recent drill hole returned 5.55 gpt gold over 44.2 meters. Incorporating Golden Lake’s projects into the Gold Bar Mine Complex will help continue the mine’s transformation into a long-life operation by investing in exploration and leveraging the current McEwen infrastructure.

The Proposed Transaction

Pursuant to the terms of the Proposed Transaction, each Golden Lake common share (a “Golden Lake Share”) would entitle its holder to receive 0.003876 McEwen common shares (each, a “McEwen Share”) as is equal to $0.12 divided by the volume-weighted average trading price of the McEwen Shares on the Toronto Stock Exchange (the “TSX”) for the twenty (20) consecutive trading days ending on and including the trading day of January 26, 2026 (the "Exchange Ratio"). The Exchange Ratio represents an implied offer price of CDN $0.12 per Golden Lake Share, being a premium of 60% to the 20-day volume weighted average price ("VWAP") of the Golden Lake Shares as at market close on January 26, 2026. Following completion of the transaction, existing Golden Lake shareholders will own approximately 0.5% of the combined company resulting from the Proposed Transaction.

Benefits of the Transaction for Golden Lake Shareholders:

Ability to integrate Jewel Ridge and Jewel Ridge West into the Gold Bar Mine Complex, leveraging McEwen’s ability to fund exploration and utilize existing infrastructure;
Access to McEwen’s Nevada technical team with a track record in gold exploration, open pit mining, heap leaching, permitting and mine development;
Exposure to McEwen’s diversified portfolio of commodities, producing operations, development projects and royalties; and
An attractive premium of approximately 60% to the 20-day VWAP of the Golden Lake Shares and the enhanced liquidity of McEwen Shares from dual listing on US and Canada stock exchanges.

Benefits of the Transaction for McEwen Shareholders:

Adds an adjacent property to McEwen’s Gold Bar Mine Complex, with promising drill results.
Continued execution on the Gold Bar Mine Complex plan to develop a long-life operation with increasing production.

Details of the Proposed Transaction

The Proposed Transaction is expected to be completed by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). Under the Plan of Arrangement, (i) all outstanding warrants of Golden Lake will be cashlessly exercised and cancelled in exchange for Golden Lake Shares having a value equal to their in-the-money amount, and (ii) all outstanding Golden Lake convertible notes will be converted into Golden Lake Shares based on principal and accrued interest in accordance with their terms. All issued and outstanding Golden Lake Shares (other than those held by McEwen or dissenting shareholders, but including the Golden Lake Shares issued to warrantholders and noteholders) will be exchanged for McEwen Shares on the basis of the Exchange Ratio. Outstanding stock options of Golden Lake will be exchanged for replacement options of McEwen on an equivalent economic basis, with adjusted exercise prices.
To be effective, the Proposed Transaction will require the approval of 66 ?% of the votes cast by shareholders, warrantholders, and noteholders of Golden Lake at a special meeting of Golden Lake shareholders, warrantholders, and noteholders expected to take place in March (the "Golden Lake Meeting").
The Agreement includes provisions such as conditions to closing the Proposed Transaction, and representations and warranties and covenants customary for arrangement agreements. The Agreement also includes: (i) customary deal protection and non-solicitation provisions in favor of McEwen, including a break fee of approximately C$250,000 payable to McEwen in certain circumstances; and (ii) provisions allowing Golden Lake to consider and accept superior proposals, in compliance with its fiduciary duties.
Completion of the Proposed Transaction will be subject to customary closing conditions and receipt of necessary court and regulatory approvals, including approval of the TSX and the NYSE.

A copy of the Agreement will be filed on McEwen's and Golden Lake’s SEDAR+ profiles at www.sedarplus.ca. The Proposed Transaction was approved by the Board of Directors of both McEwen and Golden Lake. No fairness opinion was obtained in connection with the Proposed Transaction. Further details with respect to the Proposed Transaction are included in the Agreement and in an information circular to be mailed to Golden Lake shareholders in connection with the Golden Lake Meeting. Once available, a copy of the Agreement will be filed on each of McEwen's and Golden Lake’s SEDAR+ profiles at www.sedarplus.ca and a copy of the information circular will be filed on Golden Lake’s SEDAR+ profile at www.sedarplus.ca.

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