UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): | January 27, 2026 |
McEWEN INC.
(Exact name of registrant as specified in its charter)
| Colorado | 001-33190 | 84-0796160 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
150 King Street West, Suite 2800 Toronto, Ontario, Canada |
M5H 1J9 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number including area code: | (866) 441-0690 |
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | MUX | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure.
On January 27, 2026, McEwen Inc. (the “Company”) issued a press release announcing the drill results from the Gold Bar Mine Complex. A copy of the press release is furnished with this report as Exhibit 99.1. Investors and other interested parties are encouraged to read in its entirety the press release because it contains important information not otherwise described herein.
On January 28, 2026, the Company also announced that it had entered into a definitive agreement to acquire all of the outstanding shares of Golden Lake Exploration Inc. by way of plan of arrangement. A copy of the press release is furnished with this report as Exhibit 99.2. Investors and other interested parties are encouraged to read in its entirety the press release because it contains important information not otherwise described herein.
The information furnished under this Item 7.01, including the referenced exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished or filed with this report, as applicable:
| Exhibit No. | Description | |
| 99.1 | Press Release, dated January 27, 2026 | |
| 99.2 | Press Release, dated January 28, 2026 | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
Cautionary Statement
With the exception of historical matters, the press releases contain certain forward-looking statements and information, including "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements and information expressed, as of the date of the respective press releases, are estimates, forecasts, projections, expectations, or beliefs as to future events and results. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic, and competitive uncertainties, risks, and contingencies, and there can be no assurance that such statements and information will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements and information. Risks and uncertainties that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking statements and information include, but are not limited to, fluctuations in the market price of precious and base metals, mining industry risks, political, economic, social and security risks associated with foreign operations, the ability of the Company to receive or receive in a timely manner permits or other approvals required in connection with operations, risks associated with the construction of mining operations and commencement of production and the projected costs thereof, risks related to litigation, the state of the capital markets, environmental risks and hazards, uncertainty as to calculation of mineral resources and reserves, foreign exchange volatility, foreign exchange controls, foreign currency risk, and other risks. Readers should not place undue reliance on forward-looking statements or information included in the press release, which speak only as of the date thereof. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. See the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and other filings with the Securities and Exchange Commission, under the caption "Risk Factors", for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information regarding the Company. All forward-looking statements and information made in the press releases are qualified by this cautionary statement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| McEWEN INC. | ||
| Date: February 2, 2026 | By: | /s/ Carmen Diges |
| Carmen Diges, General Counsel | ||
Exhibit 99.1
McEwen Drilling Returns Significant Intersection at Gold Bar Mine Complex in Nevada: 5.55 gpt Gold over 44.2 Meters Transformation into a Long-Life Mine Continues
Toronto, January 27, 2026 – McEwen Inc. (NYSE/TSX: MUX) (“McEwen” or the “Company”) announces new drill results from the Gold Bar Mine Complex in the Eureka Mining District of Nevada, that continues to highlight the mine’s transformation into a potential long-life operation. Results include the best hole drilled by McEwen to date at Windfall, which returned 5.55 gpt gold over 44.2 meters. Windfall, Lookout Mountain and Unity Ridge are three deposits at the Gold Bar Mine Complex that McEwen is advancing towards production. Gold Bar is an important part of the Company’s plan to double production by 2030.
Best Hole Drilled by McEwen at Windfall – Now Targeting Deeper Extensions
Over the past six months, drilling at the northern end of the Windfall deposit has been returning good gold grades over long widths, with today’s result from drill hole WF110 intersecting 5.55 gpt gold over 44.2 meters, including 48.38 gpt gold over 4.6 meters of oxide mineralization. This result followed up on other recently released holes along the same section that also intersected oxide mineralization, such as 2.43 gpt gold over 74.7 meters (drill hole WF039), 1.70 gpt gold over 64.0 meters (drill hole WF037) and 1.14 gpt gold over 67.1 meters (drill hole WF119). A deeper historical hole, located approximately 40 meters below these results, returned 3.75 gpt gold over 42.7 meters (drill hole EUR-P-237), indicating that the higher-grade mineralization remains open to expansion at depth (Fig. 2). Drilling is planned to target this deeper area in March. The Company believes there is good potential to continue expanding the mineralization with additional investment.
Definition Drilling Results Showing Excellent Continuity
As part of the Company’s upcoming Mineral Resource Estimates, definition drilling has been continuing at Windfall. Recent results continue to indicate excellent continuity of near-surface oxide gold mineralization along segments of a 1.6-kilometer (1 mile) long north-south trending Windfall fault zone (Fig. 3). The gold mineralization at Windfall remains open to further expansion in multiple directions. Other new results are highlighted below.

| McEwen Inc. | Page |

Table 1. Selection of recent assay results from Windfall
| HOLE-ID |
FROM (m) |
TO (m) |
Length (m) |
Au
Grade (gpt) |
| WF062 | 117.3 | 152.4 | 35.1 | 0.86 |
| Including | 118.9 | 121.9 | 3.0 | 3.25 |
| And | 158.5 | 167.6 | 9.1 | 1.72 |
| WF071 | 30.2 | 45.3 | 15.1 | 2.79 |
| Including | 32.6 | 39.3 | 6.7 | 5.82 |
| WF075 | 50.3 | 69.6 | 19.3 | 0.95 |
| WF076 | 93.7 | 112.7 | 18.9 | 0.56 |
| WF078 | 1.0 | 14.6 | 13.6 | 0.81 |
| And | 23.0 | 61.9 | 38.9 | 0.57 |
| WF097 | 83.8 | 102.1 | 18.3 | 0.62 |
| WF098 | 38.1 | 125.0 | 86.9 | 0.55 |
| WF108 | 39.6 | 93.0 | 53.3 | 0.49 |
Mineral Resource Estimate
The Company is currently completing a Mineral Resource Estimate for Lookout Mountain that will be published at the end of February. The updated Mineral Resource Estimate is expected to meaningfully increase the total ounces at the Gold Bar Mine Complex. The Company is planning to invest approximately $10 million into exploration in 2026 at Gold Bar. The results from the 2026 drilling program will be used to update the Mineral Resource Estimates, including initial Mineral Resource Estimates for Windfall and Unity Ridge, which are expected to have an additional positive impact.
2026 Development Path
In 2026, Windfall, Lookout Mountain and Unity Ridge will be subject to ongoing development work, such as metallurgical studies and mining designs, with the objective of advancing the deposits towards a production decision. Notably, Unity Ridge lies within the current Plan of Operations for mining activity at the Gold Bar Mine Complex and Windfall is located on private land, which should allow for an accelerated permitting process at both areas.
Why It Matters to Our Shareholders & the Value of Our Company
The Company’s objective at the Gold Bar Mine Complex is to convert our exploration success into a long-life asset as we integrate Windfall, Lookout Mountain and Unity Ridge into our production plans. Since much of the gold mineralization in these areas is oxide, McEwen will look to utilize the existing Gold Bar infrastructure where possible. Our focus is on return on capital and how efficiently these new ounces can be developed and produced.
A detailed table of new drill results at the Gold Bar Mine Complex for Windfall is available on the Company’s website and can be accessed by clicking here.

| McEwen Inc. | Page |

About McEwen
McEwen shares trade on both the NYSE and TSX under the ticker MUX.
McEwen provides its shareholders with exposure to a growing base of gold and silver production in addition to a very large copper development project, all in the Americas. The gold and silver mines are in prolific mineral-rich regions of the world, the Cortez Trend in Nevada, USA, the Timmins district of Ontario and Flin Flon in Manitoba, Canada, and the Deseado Massif in Santa Cruz province, Argentina. McEwen is also reactivating its gold and silver El Gallo Mine in Mexico.
The Company has a 46.4% interest in McEwen Copper, which owns the large, long-life, advanced-stage Los Azules copper development project in San Juan province, Argentina – a region that hosts some of the country’s largest copper deposits. According to the last financing for McEwen Copper, the implied value of McEwen’s ownership interest is US$456 million.
The Los Azules copper project is designed to be one of the world’s first regenerative copper mines and carbon neutral by 2038. Its Feasibility Study results were announced in the press release dated October 7, 2025.
McEwen also recently purchased 27.3% of Paragon Advanced Labs Inc., a newly listed public company that is deploying PhotonAssay™ units around the world, a technology that the Company believes is poised to become the new industry standard for assaying precious and base metals, with Paragon aiming to be one of the leading service providers.
Chairman and Chief Owner Rob McEwen has invested over US$200 million personally and takes a salary of $1 per year, aligning his interests with shareholders. He is a recipient of the Order of Canada, a member of the Canadian Mining Hall of Fame and a winner of the EY Entrepreneur of the Year (Energy) award. His objective is to build MUX’s profitability, share value, and eventually implement a dividend policy, as he did while building Goldcorp Inc.
Technical Disclosure
Technical information pertaining to the Gold Bar Complex exploration contained in this press release has been prepared under the supervision of Robert Kastelic, MSc, CPG, Exploration Manager for McEwen Inc. in Nevada, and Luke Willis, P.Geo, Director of Resource Modelling for McEwen Inc., who are Qualified Persons (QPs) as defined by SEC S-K 1300 and Canadian Securities Administrators National Instrument 43-101 "Standards of Disclosure for Mineral Projects."
Analyses reported herein were submitted either as half core samples or reverse circulation (RC) samples and, assayed by the photon assay method at the Paragon Geochemical laboratory, in Reno, Nevada.
As part of our regular QA/QC program, McEwen follows a closely controlled and documented Chain of Custody protocol and submits certified reference materials, blanks and duplicates at regular intervals in the sample stream for the monitoring and assessment of laboratory processes and procedures.

| McEwen Inc. | Page |

All incoming QA/QC results are reviewed to ensure data quality before incorporating the information into the geological database.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking statements and information, including "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements and information expressed are as at the date of this news release and are McEwen Inc.'s (the "Company") estimates, forecasts, projections, expectations or beliefs as to future events and results. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, risks and contingencies, and there can be no assurance that such statements and information will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements and information. Risks and uncertainties that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking statements and information include, but are not limited to, fluctuations in the market price of precious metals, mining industry risks, political, economic, social and security risks associated with foreign operations, the ability of the Company to receive or receive in a timely manner permits or other approvals required in connection with operations, risks associated with the construction of mining operations and commencement of production and the projected costs thereof, risks related to litigation, the state of the capital markets, environmental risks and hazards, uncertainty as to calculation of mineral resources and reserves, foreign exchange volatility, foreign exchange controls, foreign currency risk, and other risks. Readers should not place undue reliance on forward-looking statements or information included herein, which speak only as of the date hereof. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. See McEwen Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and other filings with the Securities and Exchange Commission, under the caption "Risk Factors", for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information regarding the Company. All forward-looking statements and information made in this news release are qualified by this cautionary statement.
The NYSE and TSX have not reviewed and do not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by the management of McEwen.
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| McEwen Inc. | Page |

| WEB SITE | SOCIAL MEDIA | |||||
| www.mcewenmining.com | McEwen | Facebook: | facebook.com/mceweninc | |||
| LinkedIn: | linkedin.com/company/mceweninc | |||||
| CONTACT INFORMATION | X: | X.com/mceweninc | ||||
| 150 King Street West | Instagram: | instagram.com/mceweninc | ||||
| Suite 2800, PO Box 24 | ||||||
| Toronto, ON, Canada | McEwen Copper | Facebook: | facebook.com/ mcewencopper | |||
| M5H 1J9 | LinkedIn: | linkedin.com/company/mcewencopper | ||||
| X: | X.com/mcewencopper | |||||
| Relationship with Investors: | Instagram: | instagram.com/mcewencopper | ||||
| (866)-441-0690 - Toll free line | ||||||
| (647)-258-0395 | Rob McEwen | Facebook: | facebook.com/mcewenrob | |||
| Mihaela Iancu ext. 320 | LinkedIn: | linkedin.com/in/robert-mcewen-646ab24 | ||||
| info@mcewenmining.com | X: | X.com/robmcewenmux | ||||
Figure 1. Location of Windfall, Lookout Mountain and Unity Ridge


| McEwen Inc. | Page |

Figure 2. Plan Map Showing Location of New Drill Results at Windfall Highlighted in this News Release


| McEwen Inc. | Page |

Figure 3. Cross-Section Showing Good Grades and Thickness at Windfall


| McEwen Inc. | Page |
Exhibit 99.2
McEwen Inc. to Acquire Golden Lake Exploration Inc.
Further Consolidates Gold Bar Mine Complex in Nevada
Toronto, Ontario and Vancouver, British Columbia – January 28, 2026 – McEwen Inc. (“McEwen”) (NYSE/TSX:MUX) and Golden Lake Exploration Inc. (“Golden Lake”) (CSE:GLM) are pleased to announce that they have entered into a Definitive Agreement (the "Agreement") on January 28, 2026 in respect of a proposed transaction (the "Proposed Transaction"), whereby McEwen would acquire all of the issued and outstanding shares of Golden Lake by way of plan of arrangement. If the Proposed Transaction is completed, Golden Lake would become a wholly-owned subsidiary of McEwen.
Golden Lake’s principal asset is its 100%-owned Jewel Ridge and Jewel Ridge West projects located adjacent to McEwen’s Windfall and Lookout Mountain discoveries, part of the Gold Bar Mine Complex, in the Eureka Mining District of Nevada. Historical drill highlights from Jewel Ridge project include 2.20 gpt gold over 28.96 meters, 1.24 gpt gold over 56.39 meters, 2.37 gpt gold over 67.57 meters. These holes are located north of McEwen’s Windfall deposit, where a recent drill hole returned 5.55 gpt gold over 44.2 meters. Incorporating Golden Lake’s projects into the Gold Bar Mine Complex will help continue the mine’s transformation into a long-life operation by investing in exploration and leveraging the current McEwen infrastructure.
The Proposed Transaction
Pursuant to the terms of the Proposed Transaction, each Golden Lake common share (a “Golden Lake Share”) would entitle its holder to receive 0.003876 McEwen common shares (each, a “McEwen Share”) as is equal to $0.12 divided by the volume-weighted average trading price of the McEwen Shares on the Toronto Stock Exchange (the “TSX”) for the twenty (20) consecutive trading days ending on and including the trading day of January 26, 2026 (the "Exchange Ratio"). The Exchange Ratio represents an implied offer price of CDN $0.12 per Golden Lake Share, being a premium of 60% to the 20-day volume weighted average price ("VWAP") of the Golden Lake Shares as at market close on January 26, 2026. Following completion of the transaction, existing Golden Lake shareholders will own approximately 0.5% of the combined company resulting from the Proposed Transaction.
Benefits of the Transaction for Golden Lake Shareholders:
| · | Ability to integrate Jewel Ridge and Jewel Ridge West into the Gold Bar Mine Complex, leveraging McEwen’s ability to fund exploration and utilize existing infrastructure; |
| · | Access to McEwen’s Nevada technical team with a track record in gold exploration, open pit mining, heap leaching, permitting and mine development; |
| · | Exposure to McEwen’s diversified portfolio of commodities, producing operations, development projects and royalties; and |
| · | An attractive premium of approximately 60% to the 20-day VWAP of the Golden Lake Shares and the enhanced liquidity of McEwen Shares from dual listing on US and Canada stock exchanges. |

| McEwen Inc. | Page |

Benefits of the Transaction for McEwen Shareholders:
| · | Adds an adjacent property to McEwen’s Gold Bar Mine Complex, with promising drill results. |
| · | Continued execution on the Gold Bar Mine Complex plan to develop a long-life operation with increasing production. |
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 Plan of Arrangement, (i) all outstanding 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 (ii) all outstanding Golden Lake convertible notes 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 warrantholders and noteholders) 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. |
| · | To be effective, the Proposed Transaction will require the approval of 66 ⅔% of the votes cast by shareholders, warrantholders, and noteholders of Golden Lake at a special meeting of Golden Lake shareholders, warrantholders, and noteholders expected to take place in March (the "Golden Lake Meeting"). |
| · | The Agreement includes provisions such as conditions to closing the Proposed Transaction, and representations and warranties and covenants customary for arrangement agreements. The Agreement also includes: (i) customary deal protection and non-solicitation provisions in favor of McEwen, including a break fee of approximately C$250,000 payable to McEwen in certain circumstances; and (ii) provisions allowing Golden Lake 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 TSX and the NYSE. |
A copy of the Agreement will be filed on McEwen's and Golden Lake’s SEDAR+ profiles at www.sedarplus.ca. The Proposed Transaction was approved by the Board of Directors of both McEwen and Golden Lake. No fairness opinion was obtained in connection with the Proposed Transaction. Further details with respect to the Proposed Transaction are included in the Agreement and in an information circular to be mailed to Golden Lake shareholders in connection with the Golden Lake Meeting. Once available, a copy of the Agreement will be filed on each of McEwen's and Golden Lake’s SEDAR+ profiles at www.sedarplus.ca and a copy of the information circular will be filed on Golden Lake’s SEDAR+ profile at www.sedarplus.ca.
About McEwen
McEwen shares trade on both the NYSE and TSX under the ticker MUX.
| McEwen Inc. | Page |

McEwen provides its shareholders with exposure to a growing base of gold and silver production in addition to a very large copper development project, all in the Americas. The gold and silver mines are in prolific mineral-rich regions of the world, the Cortez Trend in Nevada, USA, the Timmins district of Ontario, Flin Flon in Manitoba and the Deseado Massif in Santa Cruz province, Argentina. McEwen is also reactivating its gold-silver El Gallo Mine in Mexico.
The Company has a 46.4% interest in McEwen Copper, which owns the large, long-life, advanced-stage Los Azules copper development project in San Juan province, Argentina – a region that hosts some of the country’s largest copper deposits. According to the last financing for McEwen Copper, the implied value of McEwen’s ownership interest is US$456 million.
The Los Azules copper project is designed to be one of the world’s first regenerative copper mines and carbon neutral by 2038. Its Feasibility Study results were announced in the press release dated October 7, 2025.
McEwen also recently purchased 27.3% of Paragon Advanced Labs Inc., a newly listed public company that is deploying PhotonAssay™ units around the world, a technology that the Company believes is poised to become the new industry standard for assaying precious and base metals, with Paragon aiming to be one of the leading service providers.
Chairman and Chief Owner Rob McEwen has invested over US$200 million personally and takes a salary of $1 per year, aligning his interests with shareholders. He is a recipient of the Order of Canada, a member of the Canadian Mining Hall of Fame and a winner of the EY Entrepreneur of the Year (Energy) award. His objective is to build MUX’s profitability, share value and eventually implement a dividend policy, as he did while building Goldcorp Inc.
McEwen Contact Info and Social Media
| WEB SITE | SOCIAL MEDIA | |||
| www.mcewenmining.com | McEwen | Facebook: | facebook.com/mceweninc | |
| LinkedIn: | linkedin.com/company/mceweninc | |||
| CONTACT INFORMATION | X: | X.com/mceweninc | ||
| 150 King Street West | Instagram: | instagram.com/mceweninc | ||
| Suite 2800, PO Box 24 | ||||
| Toronto, ON, Canada | McEwen Copper | Facebook: | facebook.com/ mcewencopper | |
| M5H 1J9 | LinkedIn: | linkedin.com/company/mcewencopper | ||
| X: | X.com/mcewencopper | |||
| Relationship with Investors: | Instagram: | instagram.com/mcewencopper | ||
| (866)-441-0690 - Toll free | ||||
| (647)-258-0395 | Rob McEwen | Facebook: | facebook.com/mcewenrob | |
| Mihaela Iancu ext. 320 | LinkedIn: | https://www.linkedin.com/in/robert-mcewen-646ab24 | ||
| info@mcewenmining.com | X: | X.com/robmcewenmux | ||
| McEwen Inc. | Page |
About Golden Lake
Golden Lake Exploration is a junior public mining exploration company engaged in the business of mineral exploration and the acquisition of mineral property assets.
For Further Information, Please Contact:
Mike England
CEO & Director
Golden Lake Exploration Inc.
1-888-945-4770
Neither the NYSE, TSX or CSE have reviewed and do not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by the management of McEwen and Golden Lake.
Forward-Looking Statements
This news 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 at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.
In this news release, forward-looking statements relate to, among other things, statements regarding: the Proposed Transaction; the Agreement; the receipt of necessary shareholder, court and regulatory approvals for the Proposed Transaction; the anticipated timeline for completing the Proposed Transaction; the terms and conditions pursuant to which the Proposed Transaction will be completed, if at all; the anticipated benefits of the Proposed Transaction including, but not limited to McEwen having an 100% interest in Jewel Ridge; the combined company; the future financial and operational performance of the combined company; the combined company's exploration and development programs; and potential future revenue and cost synergies resulting from the Proposed Transaction. These forward-looking statements are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements.
In respect of the forward-looking statements concerning the Proposed Transaction, including the entering into the Agreement, and the anticipated timing for completion of the Proposed Transaction including, but not limited to the expectation of McEwen having a 100% interest in Jewel Ridge, McEwen and Golden Lake have relied on certain assumptions that they believe are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, shareholder, stock exchange and other third party approvals and the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Proposed Transaction. This timeline may change for a number of reasons, including unforeseen delays in preparing meeting materials; inability to secure necessary regulatory, court, shareholder, stock exchange or other third-party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Proposed Transaction. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times.
| McEwen Inc. | Page |
Risks and uncertainties that may cause such differences include but are not limited to: the risk that the Proposed Transaction may not be completed on a timely basis, if at all; the conditions to the consummation of the Proposed Transaction may not be satisfied; the risk that the Proposed Transaction may involve unexpected costs, liabilities or delays; the possibility that legal proceedings may be instituted against the McEwen, Golden Lake and/or others relating to the Proposed Transaction and the outcome of such proceedings; the possible occurrence of an event, change or other circumstance that could result in termination of the Proposed Transaction; risks relating to the failure to obtain necessary shareholder and court approval; other risks inherent in the mining industry. Failure to obtain the requisite approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the Proposed Transaction, may result in the Proposed Transaction not being completed on the proposed terms, or at all. In addition, if the Proposed Transaction is not completed, the announcement of the Proposed Transaction and the dedication of substantial resources of McEwen and Golden Lake to the completion of the Proposed Transaction could have a material adverse impact on each of McEwen's and Golden Lake’s share price, its current business relationships and on the current and future operations, financial condition, and prospects of each McEwen and Golden Lake.
McEwen and Golden Lake expressly disclaim 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 legislation.
Qualified Person
Technical information pertaining to the Gold Bar Complex exploration contained in this press release has been prepared under the supervision of Robert Kastelic, MSc, CPG, Exploration Manager for McEwen Inc. in Nevada, and Luke Willis, P.Geo, Director of Resource Modelling for McEwen Inc., who are Qualified Persons (QPs) as defined by SEC S-K 1300 and Canadian Securities Administrators National Instrument 43-101 "Standards of Disclosure for Mineral Projects. Technical information disclosed in this news release pertaining to the historic Jewel Ridge drilling was reviewed and approved by Don Hoy, P. Geo., who serves as a Qualified Person as defined under National Instrument 43-101 for Golden Lake Exploration Inc.
Historical References for Exploration Drilling at Jewel Ridge
| · | Golden Lake press release of March 23, 2022 |
| · | Golden Lake corporate website |
Continued..
| McEwen Inc. | Page |
Figure 1. McEwen and Golden Lake Property Locations, Eureka Nevada

| McEwen Inc. | Page |