Mr. Rob McEwen reports

MCEWEN INC. AND CANADIAN GOLD CORP. ANNOUNCE LETTER OF INTENT

McEwen Inc. and Canadian Gold Corp. entered into a binding letter of intent on July 27, 2025, in respect of a proposed transaction, whereby McEwen would acquire all of the issued and outstanding securities of Canadian Gold by way of plan of arrangement. If the proposed transaction is completed, Canadian Gold would become a wholly owned subsidiary of McEwen.

Canadian Gold's principal asset is its 100-per-cent interest in the Tartan mine, which is located in Manitoba, Canada. The Tartan mine is a high-grade, former-producing mine with existing infrastructure and high exploration potential. Canadian Gold also holds a 100-per-cent interest in greenfield exploration properties in the Hammond Reef and Malartic South projects, which are adjacent to some of Canada's largest gold mines and development projects in Ontario and Quebec.

The proposed transaction

Pursuant to the terms of the proposed transaction, each Canadian Gold common share would entitle its holder to receive 0.0225 of a McEwen common share. The exchange ratio represents an offer price of 35 cents per Canadian Gold share, being a premium of 26 per cent to the 30-day volume-weighted average price (VWAP) of the Canadian Gold shares as at market close on July 25, 2025. Following completion of the transaction, existing Canadian Gold shareholders will own approximately 8.2 per cent of the combined company resulting from the proposed transaction.

The LOI provides for the parties to enter into a definitive arrangement agreement setting out the final terms and conditions of the proposed transaction. Upon the execution of the arrangement agreement, McEwen and Canadian Gold will issue a subsequent news release containing any additional terms of the proposed transaction.

Benefits of the transaction for Canadian Gold shareholders:

• Ability to finance development and construction of the Tartan mine with McEwen's existing financial resources;
• Access to McEwen's technical team with a strong record in gold exploration, underground mining and mine development;
• Exposure to McEwen's diversified portfolio of commodities, producing operations, development projects and royalties;
• An attractive premium of approximately 26 per cent to the 30-day VWAP of the Canadian Gold shares and the enhanced liquidity of McEwen shares from dual stock exchanges listings within the United States and Canada.

Benefits of the transaction for McEwen shareholders:

• Adds an increasingly rare, high-grade, former-producing mine in Canada with existing infrastructure; situated close to Flin Flon, Man., the Tartan mine benefits from access to a skilled mining work force and does not require the construction of a mining camp;
• Proposed development of the Tartan mine has many similarities to McEwen's Fox complex (ramp access, mining method and proposed process plant design), leveraging McEwen's internal skills;
• Enhances McEwen's development and production pipeline with the potential to recommence production at the Tartan mine within 24 to 36 months;
• Substantial exploration potential, which has been recently increased by Canadian Gold's optioning of the adjoining Tartan West property.

"I am enthusiastic about the Tartan mine for several reasons. First, it is a high-grade gold deposit with strong exploration potential in Canada. Second, the existing infrastructure, including the mine ramp, roads and power, provides an opportunity to restart operations within a relatively short time frame. Third, Manitoba stands out as one of the world's premier mining jurisdictions, offering a skilled work force, low-cost renewable energy and attractive mining tax credits. Additionally, the Tartan mine shares many similarities with our Fox complex, enabling us to leverage our internal expertise and resources to maximize its potential," said Rob McEwen, chairman and chief owner of McEwen.

"I'd like to thank Mr. McEwen, McEwen Inc. and all our shareholders for the support of Canadian Gold Corp. over the past several years. We believe that this acquisition by McEwen is a fantastic result for our shareholders as we will benefit from a broader portfolio of high-quality assets," said Peter Shippen, chairman of Canadian Gold.

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 terms of the LOI, McEwen will acquire all of the issued and outstanding Canadian Gold shares in exchange for McEwen shares on the basis of the exchange ratio. Outstanding options and warrants to purchase Canadian Gold shares would be exercisable prior to the closing of the proposed transaction, in accordance with their respective terms. Any outstanding options and warrants not duly exercised prior to the closing would be terminated without any additional compensation.

In order to comply with New York Stock Exchange rules, Rob McEwen will not be entitled to receive newly issued shares of McEwen representing more than 1 per cent of the currently issued and outstanding shares of McEwen without obtaining the prior approval of McEwen shareholders, which is expected to be voted on at the next annual meeting of McEwen shareholders. If such shareholder approval is not obtained, McEwen will pay for such excess shares in cash.

To be effective, the proposed transaction will require the approval of: (a) 66-2/3rds per cent of the votes cast by shareholders of Canadian Gold; and (b) a simple majority of the votes cast by minority Canadian Gold shareholders in accordance with Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, at a special meeting of Canadian Gold shareholders expected to take place by the end of 2025. In accordance with MI 61-101, the vote of the minority Canadian Gold shareholders will exclude, among others, the shares of Canadian Gold held by McEwen and Rob McEwen.

The arrangement agreement will include provisions such as conditions to closing the proposed transaction and representations, warranties and covenants customary for arrangement agreements. The LOI stipulates that the arrangement agreement will also include: (i) customary deal protection and non-solicitation provisions in favour of McEwen, including a break fee of approximately $2.2-million payable to McEwen in certain circumstances; and (ii) provisions allowing Canadian Gold 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 Toronto Stock Exchange and the NYSE.

A copy of the LOI will be filed on McEwen's and Canadian Gold's SEDAR+ profiles. The proposed transaction was approved by the boards of directors of both McEwen and Canadian Gold, based on the recommendation of their respective special committees comprising independent and disinterested directors. These special committees reached their decisions after consulting with their independent legal and financial advisers.

Rob McEwen and Ian Ball, recognizing their respective conflicts of interest as directors of McEwen and as shareholders/interested parties in Canadian Gold, abstained from voting on the approval of the proposed transaction by McEwen's board of directors. Similarly, Alexander McEwen and Jim Downey acknowledged their conflicts of interest as they were appointed to the Canadian Gold board of directors by Rob McEwen.

To ensure a thorough and impartial review of the proposed transaction, the special committees of both companies have engaged independent financial advisers. These advisers will prepare a formal valuation of the respective shares, as required by securities law, and provide an opinion that, subject to the assumptions, limitations and qualifications outlined in the written opinion, the consideration to be exchanged is fair from a financial perspective.

Further details with respect to the proposed transaction will be included in the arrangement agreement and in an information circular to be mailed to Canadian Gold shareholders in connection with the Canadian Gold meeting. Once available, a copy of the arrangement agreement will be filed on each of McEwen's and Canadian Gold's SEDAR+ profiles and a copy of the information circular will be filed on Canadian Gold's SEDAR+ profile.

Overview of Canadian Gold's Tartan mine

The Tartan mine is a former-producing mine with significant infrastructure close to the town of Flin Flon, Man. It has access to a skilled work force, inexpensive renewable power, and a supportive mining and taxation environment.

Tartan mine produced 47,000 ounces of gold between 1987 and 1989. Recently, Canadian Gold announced two transactions that expanded the strike length of Tartan from eight kilometres to 29.5 kilometres along a key regional shear zone. The expanded property has the benefit of leveraging the infrastructure at Tartan mine that includes a ramp to 320 metres below surface, the footprint of the former 450-tonne-per-day mill, road access and power to the mine site.

About McEwen Inc.

McEwen provides its shareholders with exposure to gold, copper and silver in the Americas by way of its three mines located in the United States, Canada and Argentina and its large advanced-stage copper development project in Argentina. It also has a gold and silver mine on care and maintenance in Mexico. Its Los Azules copper project aims to become one of the world's first regenerative copper mines and is committed to carbon neutrality by 2038.

Rob McEwen, chairman and chief owner, has personally invested $205-million (U.S.) in the companies and takes a salary of $1 per year. He is a recipient of the Order of Canada and a member of the Canadian Mining Hall of Fame. His objective for McEwen is to build its share value and establish a dividend, as he did while building Goldcorp Inc.

McEwen's shares are publicly traded on the NYSE and the TSX under the symbol MUX.

About Canadian Gold Corp.

Canadian Gold is a Canadian-based mineral exploration and development company whose objective is to expand the high-grade gold resource at the past-producing Tartan mine, located in Flin Flon, Man. The historic Tartan mine currently has a 2017 indicated mineral resource estimate of 240,000 ounces gold (1.18 million tonnes at 6.32 grams per tonne gold) and an inferred estimate of 37,000 ounces gold (240,000 tonnes at 4.89 grams per tonne gold) (Tartan Lake project technical report, Manitoba, Canada, April, 2017, written by Mining Plus Canada Consulting Ltd.). The company also holds a 100-per-cent interest in greenfield exploration properties in Ontario and Quebec adjacent to some of Canada's largest gold mines and development projects, specifically, the Canadian Malartic mine (Quebec), the Hemlo mine (Ontario) and Hammond Reef project (Ontario). McEwen holds a 5.6-per-cent interest in Canadian Gold, and Rob McEwen, the founder and former chief executive officer of Goldcorp and chairman and chief executive officer of McEwen, holds a 32.5-per-cent interest in Canadian Gold.

Qualified person

The scientific and technical information disclosed in this news release was reviewed and approved by Wesley Whymark, PGeo, consulting geologist for McEwen and Canadian Gold and a qualified person as defined under National Instrument 43-101.

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