Mr. Michael Swistun reports
CANADIAN GOLD CORP. ANNOUNCES SENDING OF MEETING MATERIALS FOR PROPOSED PLAN OF ARRANGEMENT
Canadian Gold Corp. publicly filed on Nov. 6, 2025, and will commence sending its management information circular and related materials for its special meeting to be held on Dec. 5, 2025, to approve the previously announced plan of arrangement with McEwen Inc.
Under the terms of the arrangement agreement dated Oct. 10, 2025, between Canadian Gold and McEwen, which was negotiated at arm's length, each holder of the common shares of Canadian Gold will receive 0.0225 McEwen common share for each Canadian Gold share held.
Canadian Gold is also pleased to announce that it has obtained an interim order of the B.C. Supreme Court, which provides for, among other things, the holding of the meeting under applicable corporate legislation.
The arrangement is subject to customary conditions applicable to such transactions, including receipt of requisite court, shareholder and stock exchange approvals. If all necessary approvals are obtained and the conditions to the arrangement are met or waived, it is currently anticipated that the arrangement will be completed in January, 2026.
Fairness opinion
Red Cloud Securities Inc. was engaged by Canadian Gold to prepare an opinion as to the fairness of the arrangement, from a financial point of view, to Canadian Gold shareholders. The special committee of independent directors of Canadian Gold has received the fairness opinion from Red Cloud, which states that, based upon and subject to the limitations, assumptions and qualifications of, and other matters considered in connection with the preparation of, such opinion, the consideration to be received by Canadian Gold shareholders pursuant to the arrangement is fair, from a financial perspective, to Canadian Gold shareholders.
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 oz gold (240,000 tonnes at 4.89 g/t 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 the Hammond Reef project (Ontario). McEwen holds a 5.6-per-cent interest in Canadian Gold, and Robert McEwen, the founder and former chief executive officer of Goldcorp, and chairman and CEO of McEwen, holds a 32.5-per-cent interest in Canadian Gold.
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