01:46:18 EST Fri 27 Feb 2026
Enter Symbol
or Name
USA
CA



Golden Lake Exploration Inc
Symbol GLM
Shares Issued 99,363,847
Close 2026-02-26 C$ 0.145
Market Cap C$ 14,407,758
Recent Sedar+ Documents

Golden Lake mails management information circular

2026-02-26 20:18 ET - News Release

Mr. Mike England reports

GOLDEN LAKE ANNOUNCES MAILING OF THE MANAGEMENT INFORMATION CIRCULAR IN CONNECTION WITH ITS ANNUAL GENERAL AND SPECIAL MEETING OF SECURITYHOLDERS TO APPROVE THE ACQUISITION BY MCEWEN INC.

Golden Lake Exploration Inc. has mailed its management information circular and related proxy materials for its annual general and special meeting of the holders of common shares, common share purchase warrants and convertible notes of Golden Lake to be held at the offices of Farris LLP at 700 W Georgia St., 25th floor, Vancouver, B.C., V7Y 1B3, at 10 a.m. Vancouver time on March 18, 2026. The circular and related proxy materials are now available under the company's issuer profile on SEDAR+.

The arrangement

At the meeting, securityholders will be asked to consider and vote on a special resolution to approve a proposed plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia), all, whereby, among other things, McEwen Inc. will acquire all of the issued and outstanding shares of Golden Lake, in accordance with the terms of the arrangement agreement dated Jan. 27, 2026, between Golden Lake, McEwen and Timberline Resources Corp., which was previously announced on Jan. 29, 2026. Under the terms of the arrangement agreement, among other things, each Golden Lake common share would entitle its holder to receive 0.003876 McEwen common share as is equal to 12 cents divided by the volume-weighted average trading price of the McEwen shares on the Toronto Stock Exchange for the 20 consecutive trading days ending on and including the trading day of Jan. 26, 2026. The exchange ratio represents an implied offer price of 12 cents per Golden Lake share, being a premium of 60 per cent to the 20-day volume-weighted average price of the Golden Lake shares as at market close on Jan. 26, 2026.

In addition, pursuant to the terms of the arrangement, all outstanding common share purchase 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 all outstanding convertible notes of Golden Lake 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 holders of Golden Lake warrants and holders of Golden Lake notes) 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, exercisable within 90 days following the closing of the arrangement, in accordance with the terms of Golden Lake's stock option plan.

Board recommendation and reasons for the board recommendation

The board of directors of Golden Lake determined that the arrangement is fair to the securityholders and that the arrangement is in the best interests of Golden Lake and unanimously recommends that Golden Lake securityholders vote for the arrangement resolution for the following reasons:

  • Significant premium to Golden Lake shareholders: The consideration offered by McEwen represented an immediate and significant premium of approximately 60 per cent to Golden Lake shareholders, based on the volume-weighted average price of the shares of both companies for the 20-trading day period ending Jan. 26, 2026, the day before the last trading day prior to the announcement of the arrangement.
  • Strengths and strategic fit of McEwen: If the arrangement is completed, it is expected that Golden Lake shareholders will benefit from: (i) exposure to McEwen's existing and expansive exploration properties, as well as multiple other early-stage projects structurally oriented from known significant gold deposits; and (ii) the opportunity for synergies given the close proximity of Golden Lake's properties to other projects contiguous with Golden Lake properties.
  • Best prospect for maximizing shareholder value: After considering Golden Lake's current and historical financial condition, near-term financing requirements, liquidity, results of operations, competitive position and prospects, as well as Golden Lake's future business plans, the board concluded that there was no reasonably foreseeable development or transaction that would enhance the value of Golden Lake shares above the value of the consideration offered pursuant to the arrangement.
  • Participation by Golden Lake shareholders in future growth of the combined company: Golden Lake shareholders will receive McEwen shares under the arrangement and will have the opportunity to participate in any future potential increase in the value of McEwen's common shares as a result of the advancement of the current mineral projects of Golden Lake and the diversified portfolio of exploration projects held by McEwen. The combined company is expected to have enhanced trading liquidity, a generally enhanced capital markets profile and a stronger pro forma cash balance, which takes on particular importance given the extreme market volatility experienced recently.
  • Strong management ability and skills of the combined company: The combined company will have an experienced management team, with a proven record of generating shareholder value and with deep knowledge of the exploration opportunity in Nevada;
  • Low execution risk: There are no material regulatory issues that are expected to arise in connection with the arrangement that would prevent its completion and all required regulatory.

Additional details with respect to the arrangement, the reasons for the unanimous recommendation of the board, the unanimous recommendation of the special committee of the board, as well as potential benefits and risks of the arrangement, are described in the circular.

Your vote is important regardless of the number of Golden Lake securities you own. Golden Lake securityholders are encouraged to read the circular and vote their Golden Lake securities well in advance of the meeting and in any event, prior to the proxy voting deadline on Monday, March 16, 2026, at 10 a.m. Vancouver time.

Vote requirements

To be effective the arrangement resolution must be approved by: (i) at least 66-2/3rd per cent of the votes cast on the arrangement resolution by Golden Lake shareholders, voting as a single class, present in person or by proxy at the meeting; and (ii) at least 66-2/3rd per cent of the votes cast on the arrangement resolution by Golden Lake securityholders, voting together as a single class, present in person or by proxy at the meeting, as further detailed in the circular.

Interim order

The company is also pleased to announce it has obtained the interim order from the Supreme Court of British Columbia dated Feb. 12, 2026, with respect to the arrangement. The interim order, among other things, authorizes Golden Lake to call and hold the meeting relating to the arrangement. A copy of the interim order is included in the information circular.

The hearing date for the application for the final order of the Supreme Court of British Columbia is anticipated to be on or about March 23, 2026. Assuming timely receipt of all necessary court, Golden Lake securityholder, regulatory and third party approvals, and the satisfaction of all other conditions, closing of the arrangement is expected to occur by the end of March, 2026.

About Golden Lake Exploration Inc.

Golden Lake Exploration is a junior public mining exploration company engaged in the business of mineral exploration and the acquisition of mineral property assets.

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