The Scheme was approved by 99.998% of the votes cast by shareholders present in person or represented by proxy at the Meeting. In addition, as required by Multilateral Instrument 61-101 of the Canadian Securities Administrators (“MI 61-101“), the Arrangement was also approved by 99.996% of the votes cast by disinterested shareholders, after excluding the 79,681,855 votes cast by “interested parties” (as defined under MI 61-101). The total number of votes cast in favor of the Arrangement represented approximately 64.79% of the total number of issued and outstanding common shares of Canadian Gold.
Under the terms of the October 10, 2025 agreement between Canadian Gold and McEwen (the “Settlement Agreement“), which was negotiated remotely, each holder of one common share of Canadian gold (each a “Canadian gold stock“) will receive 0.0225 shares of McEwen common stock for each Canadian Gold Share held.
Canadian Gold is also pleased to announce that it has received conditional approval from the TSX Venture Exchange with respect to the arrangement, subject to customary closing conditions. Canadian Gold expects to attend the British Columbia Supreme Court on or about December 10, 2025 to obtain the Court’s final ruling.
Completion of the Agreement remains subject to the satisfaction of customary conditions applicable to transactions of this nature, including the receipt of required court and stock exchange approvals. If all necessary approvals are received and the terms of the arrangement are satisfied or waived, the arrangement is expected to close on or about January 5, 2026.
About Canadian gold
Canadian Gold Corp. is a Canadian-based mineral exploration and development company focused on expanding the high-grade gold resource at the past-producing Tartan Mine, located in Flin Flon, Manitoba. The historic Tartan mine currently has a 2017 indicated mineral resource estimate of 240,000 oz gold (1,180,000 tonnes at 6.32 g/t 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 has a 100% interest in greenfield exploration properties in Ontario and Quebec, adjacent to some of Canada’s largest gold mines and development projects, most notably the Canadian Malartic Mine (QC), the Hemlo Mine (ON) and Hammond Reef Project (ON). McEwen has a 5.6% stake in Canadian gold, and Robert McEwen, the founder and former CEO of Goldcorp, and chairman and CEO of McEwen, has a 32.5% stake in Canadian gold.
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Neither the NYSE, TSX or TSX-V have reviewed nor accept responsibility for the adequacy or accuracy of the contents of this press release, which has been prepared by the management of McEwen and Canadian Gold.
Forward-Looking Statements
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as of the date of this press release. Any statement that involves discussions regarding predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always, using expressions such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “predicts”, “estimates”, “believes” or “intends” or variations of such words and phrases, or states that certain actions, events or results “may” or “would”, “could”, “could” or “will” be believed to occur or be achieved) are not statements of historical fact and may be forward-looking statements.
In this press release, forward-looking statements include, among other things, statements regarding: the Scheme; the Arrangement Agreement; the receipt of necessary court and regulatory approvals for the arrangement; the expected timetable for completion of the scheme; the conditions under which the Agreement may be completed; the expected benefits of the arrangement, including but not limited to McEwen having a 100% interest in the Tartan Mine; expectations regarding the combined company; the future financial and operating performance of the combined company; the combined company’s exploration and development programs; and potential future revenue and cost synergies arising from the scheme. These forward-looking statements are not guarantees of future performance and involve risks and uncertainties that could cause actual results to differ materially from the potential results discussed in the forward-looking statements.
With respect to the forward-looking statements relating to the Agreement and the expected timing of the completion of the Agreement, including, but not limited to, the expectation that McEwen will have a 100% interest in the Tartan Mine, McEwen and Canadian Gold have relied on certain assumptions that they currently believe reasonable, including assumptions about the parties’ ability to receive necessary regulatory, court, stock exchange and other third party approvals on a timely basis and on satisfactory terms and the ability of the parties to meet the other conditions for the completion of the Agreement in a timely manner. This timeline may change for a number of reasons, including the inability to obtain necessary regulatory approvals, courts, stock exchanges or other third parties within the assumed timeframe or the need for additional time to meet the other conditions for the completion of the arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release at these times.
Risks and uncertainties that could cause such differences include, but are not limited to: the risk that the Scheme will not be completed or will not be completed on a timely basis; the conditions for completion of the Scheme may not have been met; the risk that the Scheme will result in unexpected costs, liabilities or delays; the possibility of legal action being taken against McEwen, Canadian Gold and/or others in relation to the Scheme and the outcome of any such proceedings; the possible occurrence of an event, change or other circumstance that could lead to termination of the Agreement; risks related to the inability to obtain necessary court approval; other risks inherent in the mining industry. Failure to obtain required approvals, or the inability of the parties to otherwise comply with or complete the terms of the Agreement, may result in the Agreement not being completed on its proposed terms or at all. In addition, if the Arrangement is not completed, the announcement of the Arrangement and the commitment of substantial resources by McEwen and Canadian Gold to complete the Arrangement could have a material adverse effect on the stock price of McEwen and Canadian Gold, their current business relationships and on the current and future operations, financial condition and prospects of both McEwen and Canadian Gold.
Canadian Gold expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277054
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