Mr. Arun Lamba of reports

HIGHLANDER SILVER AND BEAR CREEK MINING ENTER INTO AN AMENDED AND RESTATED ARRANGEMENT AGREEMENT TO REMOVE HIGHLANDER SILVER SHAREHOLDER APPROVAL REQUIREMENT

Highlander Silver Corp. and Bear Creek Mining Corp. have entered into an amended and restated arrangement agreement dated Jan. 9, 2026, amending and restating the arrangement agreement dated Dec. 18, 2025, pursuant to which Highlander Silver will acquire all of the issued and outstanding common shares of Bear Creek (that it does not already own) by way of statutory plan of arrangement under the Business Corporations Act (British Columbia).

The original agreement provided for a special meeting of Highlander Silver's shareholders to be held for the purposes of approving the issuance of the common shares of Highlander issuable pursuant to the arrangement and pursuant to the exercise of the share purchase warrants of Bear Creek in accordance with their terms following the arrangement, such special meeting to be held in accordance with the policies of the Toronto Stock Exchange. At the time of entering into the original agreement, the maximum number of Highlander shares issuable: (i) pursuant to the arrangement -- assuming the exercise, conversion or exchange for Bear Creek shares of all of Bear Creek's outstanding stock options, restricted share units and deferred share units as of the date of the original agreement being ultimately exchanged for Highlander shares pursuant to the arrangement; and (ii) upon exercise of the Bear Creek warrants in accordance with their terms following the arrangement, in the aggregate, was expected to be in excess of 25 per cent of Highlander Silver's issued and outstanding share capital at the effective time of the arrangement, such that the Highlander meeting would be required in order to comply with the policies of the TSX. Since entering into the original agreement, however, a sufficient number of share purchase warrants of Highlander Silver have been exercised for Highlander shares in accordance with their terms to the effect that the Highlander meeting is no longer required.

Accordingly, the amended and restated arrangement agreement amends and restates the original agreement to remove the requirement for the Highlander meeting and all related matters. The amended and restated arrangement agreement also now contemplates that a special meeting of Bear Creek's securityholders to approve the arrangement and certain other matters will be held on or before Feb. 19, 2026, with the related meeting materials to be mailed in connection with such meeting on or about Jan. 21, 2026. All other principal terms of the arrangement remain in effect.

For more information on the arrangement, please refer to the initial press release dated Dec. 19, 2025. A copy of the amended and restated arrangement agreement will be available under Highlander Silver's and Bear Creek's profiles on SEDAR+.

About Highlander Silver Corp.

Highlander Silver is primarily focused on advancing the bonanza-grade San Luis gold-silver project that is located adjacent to the past-producing Pierina mine in central Peru. San Luis hosts indicated mineral resources of 356,000 ounces gold at 24.4 grams per tonne gold and 8.4 million ounces silver at 579 grams per tonne silver and ranks among the 10 highest-grade projects globally in both gold and silver categories. Highlander Silver's significant shareholders include the Augusta Group, which boasts an exceptional record of value creation totalling over $4.5-billion in exit transactions, and strategic shareholders, the Lundin family and Eric Sprott.

About Bear Creek Mining Corp.

Bear Creek is a precious metals producer with a world-class development asset. The Corani project in Puno, Peru, is one of the largest fully permitted silver deposits in the world and is highlighted by its substantial reserves and resources, low estimated operating costs and overwhelming community support. The Mercedes mine in Sonora, Mexico, is a cash-flow-generating gold mine with operational upside and exciting exploration potential.

Scientific and technical information

Scientific and technical information in the news release relating to the San Luis project are taken from the technical report entitled "Technical Report on the San Luis Property" dated Jan. 15, 2025, prepared by independent qualified person (as defined in National Instrument 43-101, Standards of Disclosure for Mineral Projects) Martin Mount, MSc, MCSM, FGS, CGeol, FIMMM, CEng, and available on Highlander Silver's SEDAR+ profile.

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