8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):	July 27, 2025

McEWEN INC.

(Exact name of registrant as specified in its charter)

Colorado	001-33190	84-0796160
(State or other jurisdiction <br><br>of incorporation)	(Commission <br><br>File Number)	(IRS Employer<br> Identification No.)
150 King Street West, Suite 2800<br><br><br><br>Toronto**,Ontario** , Canada	M5H 1J9
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(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number including area code:	(866 ) 441-0690
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(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 1.01. Entry into a Material Definitive Agreement.

On June 27, 2025, McEwen Inc. (the “Company”) entered into a binding letter of intent (the “Letter of Intent”) with Canadian Gold Corp., a corporation incorporated under the laws of the province of British Columbia, Canada (“CGC”), regarding the proposed acquisition by the Company (the “Proposed Acquisition”) of all of the issued and outstanding common shares of CGC, including all common shares issuable upon the exercise of all outstanding options and warrants (the “CGC Shares”), in exchange for shares of the Company’s common stock (the “MUX Shares”). Pursuant to the terms of the Proposed Transaction, each CGC Share would entitle its holder to receive 0.0225 of a MUX Share, subject to adjustment as detailed in the Letter of Intent.

It is anticipated that the Proposed Acquisition will proceed by way of a court-approved plan of arrangement of CGC under the Business Corporations Act (British Columbia). The Letter of Intent provides for an exclusivity period of 90 days following the execution of the Letter of Intent (the “Exclusivity Period”), which Exclusivity Period shall be extended upon the written agreement of the Company and CGC for an additional thirty (30) days in the event the parties are continuing to negotiate the definitive agreements (the “Definitive Agreements”). In the event the Definitive Agreements are executed, the closing of the Proposed Acquisition will be subject to a number of conditions, including the receipt of a favorable opinion as to the fairness of the consideration from a financial perspective along with customary regulatory, third party, court and shareholder approvals.

The Letter of Intent was approved by the board of directors of the Company based on the recommendation of its special committee of independent and disinterested directors. Each of Messrs. Rob McEwen, who owns approximately 32.5% of CGC, and Ian Ball, who serves as a consultant for CGC and served as its interim Chief Executive Officer from April 2023 to October 2023, recognizing their respective conflicts of interest as directors of the Company and as shareholders/interested parties in CGC, abstained from voting on the approval of the Proposed Transaction by the Company’s Board of Directors. Similarly, Messrs. Alexander McEwen and Jim Downey acknowledged their conflicts of interest, as they were appointed to the CGC Board of Directors by Rob McEwen. In consideration of services provided by Mr. Ball in connection with the formation and operation of a company affiliated with Rob McEwen that was previously acquired by CGC in 2023, Mr. McEwen has agreed to share a portion of the proceeds he will receive in the sale with Mr. Ball. Additionally, Mr. Ball currently serves as a consultant for CGC and served as interim Chief Executive Officer of CGC from April 2023 to October 2023. The foregoing description of the Letter of Intent and the Proposed Acquisition is qualified in its entirety by reference to the full text of the Letter of Intent, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On July 28, 2025, the Company issued a press release announcing that it had entered into the Letter of Intent. A copy of the Press Release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements andExhibits.

(d)	Exhibits. The following exhibits are furnished or filed<br>with this report, as applicable:
Exhibit No.	Description
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10.1	Letter of Intent
99.1	Press Release, dated July 28, 2025
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 matters discussed in the press release include forward-looking statements within the meaning of applicable securities laws that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained therein. Such forward-looking statements include, among others, the expected benefits of the Proposed Acquisition, and projected synergies, future opportunities, and any other statements regarding the Company’s and CGC’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. Factors that could cause actual results to differ materially from projections or estimates include, among others, uncertainties as to the timing to consummate the Proposed Acquisition, the risk that CGC’s stockholders may not approve the Proposed Acquisition, the effects of disruption to the Company’s or CGC’s respective businesses and changing economic, regulatory (federal and state) and political environments in the jurisdictions in which the Company and CGC operate. Most of these factors are beyond the Company’s ability to predict or control. The Company disclaims any obligation to update any forward-looking statement made in this Current Report on Form 8-K, the Letter of Intent or the press release, whether as a result of new information, future events, or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

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: July 31, 2025	By:	/s/ Carmen Diges
		Carmen Diges, General Counsel

Exhibit 10.1

BINDINGLetter of Intent

PRIVATE & CONFIDENTIAL

July 24, 2025

Canadian Gold Corp.

401 Bay St., Suite 2702

Toronto, ON M5H 2Y4

Attention: Board of Directors

Re: Binding Letter of Intent for Acquisition of all of the sharesof Canadian Gold Corp.

This binding letter of intent (“Letter”) reflects the mutual intention of McEwen Inc., a company organized under the laws of the state of Colorado (“MUX”) and Canadian Gold Corp., a corporation incorporated under the laws of the province of British Columbia and any of its subsidiaries (“CGC”) concerning the acquisition of all of the issued and outstanding common shares of the CGC, including all common shares issuable upon the exercise of all outstanding options and warrants (the “Shares” and such related agreements, the “Proposed Transaction”). In this Letter, MUX and CGC are referred to, each, as a “Party” and, together, as the “Parties.”

Upon execution of this Letter, the Parties will negotiate a definitive written agreement giving effect to the Proposed Transaction (“Agreement”) and related agreements, including, but not limited to certain voting and support agreements, confidentiality and non-disclosure agreements and lock-up agreements, (together with the Agreement, “Definitive Agreements”). The Agreement will contain the definitive provisions and conditions of the Proposed Transaction and representations, warranties, conditions, covenants and indemnification customary for an acquisition of this size and type. Based on the information currently known to the Parties, the Parties mutually agree that the following terms will be consistent with the terms of the Agreement:

1.	Proposed Structure. The Proposed Transaction would be structured as a plan of arrangement under<br>the Business Corporations Act (British Columbia) involving CGC, CGC shareholders, MUX, and one or more subsidiaries of MUX (“Acquiror”).<br>CGC will become an indirect wholly-owned subsidiary of MUX. The Acquiror will acquire all of the outstanding Shares free and clear of<br>all encumbrances. Unless the parties otherwise agree, effective as of the Closing (as defined below) of the Proposed Transaction, all<br>options and warrants of CGC would be duly exercised in accordance with their respective terms. All options and warrants that were not<br>duly exercised prior to the Closing of the Proposed Transaction would be terminated without any additional compensation. Notwithstanding<br>the foregoing, the final structure would be determined upon completion of MUX’s due diligence review, securities analysis, and tax analysis.
2.	Due Diligence. For purposes of MUX’s due diligence review, CGC will make available to MUX and its<br>representatives, at all reasonable times, such information and material concerning the business, financial condition, operations, assets<br>and liabilities of CGCs, in written, printed, graphic, electronic, oral or other form or medium, as MUX may request.
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3.	Purchase Price. Based on our analysis to date and subject to completion of our due diligence review,<br>the purchase price for the Shares is CAD$0.35 per share. The purchase price shall be payable in shares of common stock of MUX pursuant<br>to an exchange ratio (the “Exchange Ratio”) calculated on the closing price of MUX and CGC on the date of this Letter.<br>The purchase price implies a value equal to per Share or an enterprise value of approximately CAD$70.3 million and represents a premium<br>of 26% per Share above the thirty (30) day VWAP of the Shares on the TSX Venture Exchange on July 25, 2025. The Exchange Ratio shall<br>be subject to adjustment in the event that the number of fully diluted Shares outstanding at the Closing Date (as defined below) of the<br>Proposed Transaction is greater than 213,518,480 (such number representing the number of fully diluted Shares outstanding as of<br>the date hereof).
4.	Conditions to Closing. The Closing of the Proposed Transaction will be subject to the satisfaction<br>of various customary conditions, including, without limitation:
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(a)	the due diligence review of CGC being satisfactory to MUX, in its sole discretion;
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(b)	CGC continuing to operate in the ordinary course of business consistent with past practice and maintaining<br>and preserving its business organization, assets, properties, key employees, goodwill and business relationships, in a manner satisfactory<br>to MUX, in its sole discretion;
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(c)	no change in capital structure of CGC and no additional issuances or agreements to issue securities by<br>CGC except pursuant to agreements existing on the date hereof, unless otherwise waived in writing by MUX;
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(d)	the Proposed Transaction being structured, including as to securities and tax matters, in a manner mutually<br>satisfactory to MUX and CGC;
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(e)	the negotiation and execution of the Agreement, containing customary representations, warranties, covenants<br>and conditions (including customary provisions relating to the ability of the board of directors of CGC to accept a “Superior Proposal”<br>with a right to match in favor of MUX) and containing a break fee equal to 3% of the product of $0.35 and the number of shares of CGC<br>outstanding on the date of this Letter on a fully diluted basis, payable in cash by or on behalf of CGC or its affiliates to MUX, in certain<br>customary circumstances to be negotiated;
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(f)	no material adverse change having occurred with respect to the financial condition, results of operations,<br>assets, liabilities, operations or prospects of either Party;
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(g)	no law, regulation, policy, judgment, decision, order, ruling or directive is proposed or enacted, which<br>has or would have a material adverse effect on or would prevent the ability of MUX, the Acquiror or CGC to complete the Proposed Transaction;
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(h)	shareholders of not more than 5% of the Shares have exercised dissent rights, unless otherwise waived<br>in writing by MUX;
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(i)	the representations and warranties of CGC, MUX, and the Acquiror in the Agreement are true in all material<br>respects;
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(j)	all of CGC’s directors and officers deliver written resignations and releases, subject to customary releases<br>from the Acquiror and CGC, indemnification and run-off insurance, all in a form and substance satisfactory to MUX, in its sole discretion;
(k)	CGC does not enter into additional change of control agreements with its directors, officers or employees<br>and the no amounts are payable under existing change of control agreements, unless otherwise waived in writing by MUX;
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(l)	MUX having received voting support agreements from each of the directors and officers of CGC (collectively,<br>the “Insider Holders”), entering into customary voting support agreements pursuant to which they agree to vote all of<br>their Shares in favor of the Proposed Transaction, with no right to withdraw; such voting support agreements shall be entered into simultaneously<br>with the execution of the Agreement, all in a form and substance satisfactory to MUX, in its sole discretion;
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(m)	CGC’s existing credit facility, lease obligations and other material liabilities being dealt with in a<br>manner mutually satisfactory to the Parties;
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(n)	receipt by the independent committee of the board of directors of each of MUX and CGC of an independent<br>fairness opinion in support of the Proposed Transaction;
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(o)	approval of the independent committee and the board of directors of MUX, in their sole and absolute discretion;<br>and
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(p)	all necessary shareholder, regulatory and other third party approvals being obtained, including, without<br>limitation, (i) approval of the parties’ existing lenders, if applicable, (ii) any material third party consents, (iii) regulatory<br>approvals, (iv) approval of the New York Stock Exchange, the Toronto Stock Exchange and the TSX Venture Exchange on customary terms,<br>(v) approval of the Supreme Court of British Columbia, (vi) applicable Canadian and US competition and antitrust approvals and<br>any other regulatory approvals being received on terms that are customary for transactions of this nature or otherwise mutually acceptable<br>and (vii) approval of the shareholders of CGC in accordance with the requirements of Multilateral Instrument 61-101 – Protection<br>of Minority Security Holders in Special Transactions; for greater certainty, this shall mean that all of the shares of CGC held by MUX<br>and Rob McEwen are withheld from voting (it being understood that approval of the shareholders of MUX is not required).
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5.	Representations, Warranties, and Covenants of the Parties
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(a)	Each Party makes the following representations and warranties to the other Party and acknowledges and<br>agrees that the other Party is relying on such representations and warranties for the purposes of entering into this Letter:
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(i)	The Party is organized, incorporated, or formed and under the laws of its jurisdiction of organization,<br>incorporation, or formation, as applicable, and is in good standing under the applicable legislation in that jurisdiction.
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(ii)	The Party has the power and authority to enter into, deliver and perform its obligations under this Letter.<br>The execution, delivery and performance by the Party of this Letter is authorized by all necessary corporate action on the part of the<br>Party.
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(iii)	This Letter is duly executed and delivered by the Party and constitutes a legal, valid and binding obligation<br>of the Party, enforceable against it in accordance with its terms.
(iv)	The execution and delivery by the Party of this Letter and the performance by the Party of its obligations<br>hereunder and the completion of the transactions contemplated hereby, do not and will not:
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(A)	result in a violation, contravention or breach of, require any consent to be obtained under, or constitute<br>a default (or an event which, with notice or lapse of time or both, would constitute a default), or gives rise to any termination rights<br>under any provision of:
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(I)	the organization documents of the Party or its subsidiaries;
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(II)	any statute, regulation, judgment, decree or law to which the Party is subject or bound; or
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(III)	any contract, agreement, licence or permit to which the Party is bound or is subject to or of which the<br>Party is a beneficiary;
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in each case, which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Party.

(b)	Each Party covenants and agrees that it shall submit the Definitive Agreements to such Party’s board of directors for approval as<br>may be required by and in accordance with applicable law prior to the execution of the Definitive Agreements.
(c)	Each Party covenants and agrees that it shall promptly notify the other in writing of any material adverse<br>change (as defined in applicable securities legislation) that occurs during the course of negotiations of the Definitive Agreements.
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6.	Closing. The consummation of the Proposed Transaction (“Closing”) will take place<br>in Toronto, Ontario on the first business day after the day the last of the conditions set forth in the Definitive Agreements is satisfied<br>or waived, or at such other place and date as is agreed between the Parties (“Closing Date”). The Parties shall use commercially<br>reasonable efforts to cause the Closing Date to occur on or before November 30, 2025.
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7.	Exclusivity. MUX will incur significant costs in completing its due diligence review, structuring<br>the Proposed Transaction and entering into discussions and negotiations with CGC. Accordingly, CGC grants MUX a period of exclusivity<br>(the “Exclusivity Period”) which will commence upon the date that this Letter is accepted by CGC and continue for a period<br>of ninety (90) days which period shall be extended upon written agreement by the Parties for an additional thirty (30) days in the event<br>the parties are continuing to negotiate the Agreement. Upon its acceptance of this Letter, CGC will immediately terminate, and cause to<br>be terminated, any activities (including data room access (virtual or otherwise)), discussions or negotiations involving parties other<br>than MUX and the Acquiror with respect to an Acquisition Proposal (as hereinafter defined). During the Exclusivity Period:
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(a)	CGC shall not, and it shall cause its subsidiaries to not, directly or indirectly, through any Representative<br>or otherwise:
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(i)	solicit, assist, initiate, encourage or otherwise facilitate (including, without limitation, by way of<br>furnishing information) any inquiries, proposals or offers with respect to an Acquisition Proposal;
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(ii)	engage in or otherwise facilitate any discussions or negotiations with respect to an Acquisition Proposal;
(iii)	release any third party from any confidentiality agreement or standstill agreement; and
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(b)	CGC shall promptly notify MUX by telephone, followed by notice in writing, of any proposal, inquiry, offer<br>(or any amendment thereto) or request relating to or constituting an Acquisition Proposal received by or communicated to CGC or any subsidiary<br>or any of their respective Representatives, or of any request received for non-public information by CGC or any subsidiary or any of their<br>respective Representatives, in connection with an Acquisition Proposal or for access to the properties, books and records of CGC or any<br>subsidiary by any person, and shall provide MUX with copies of any such proposal, inquiry, offer, request or Acquisition Proposal. Such<br>notice shall include a description of the material terms and conditions of any proposal and provide such details of the proposal, inquiry<br>or contact as MUX may reasonably request, including the identity of the person making such proposal, inquiry or contact. CGC shall keep<br>MUX reasonably informed of the status and the material terms and conditions (including any amendment thereto) of any such Acquisition<br>Proposal, inquiry or request.
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For the purposes of this Letter:

(a)	“Acquisition Proposal” means any merger, amalgamation, take-over bid, tender offer, arrangement,<br>recapitalization, liquidation, dissolution or share exchange involving CGC or any subsidiary of CGC, any sale of assets (including shares<br>of any subsidiary or rights or interests therein or thereto) of CGC or any of its subsidiaries representing 20% or more of the consolidated<br>assets or contributing 20% or more of the consolidated revenue of CGC and its subsidiaries, taken as a whole (or any lease, long-term<br>supply agreement or other arrangement having the same economic effect), any sale of more than 20% of any class of equity securities of<br>CGC (or rights or interests therein or thereto), or similar transactions involving CGC or any of its subsidiaries having the same economic<br>effect, or a proposal or offer, or public announcement of an intention, to do any of the foregoing, directly or indirectly, or any modification<br>or proposed modification of any of the foregoing; and
(b)	“Representatives” means, in respect of any person, its directors, managers, officers,<br>employees, legal advisors, financial advisors, consultants, agents and other representatives.
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8.	Term. Subject to the terms and conditions of this Letter, this Letter shall have a term commencing<br>on the date of execution by both Parties and ending automatically upon execution of the Agreement, or, if the Agreement is not executed<br>on or before the end of the Exclusivity Period, such later date as the Parties may agree upon in writing (“Term”). In<br>the event that the Agreement is not executed on or before the end of the Exclusivity Period, then either Party may terminate this Letter<br>upon written notice to the other Party, provided that (i) the terminating Party is not in violation of any terms of this Letter at<br>the time of termination; and (ii) the terminating Party retains the right to pursue claims against the other Party pertaining to<br>any breach of this Letter by the other Party.
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9.	Public Disclosure. MUX and CGC agree that they will consult with each other and agree before issuing<br>any press release or otherwise making any public statement with respect to this Letter, the Proposed Transaction, the Definitive Agreements,<br>or any Acquisition Proposal and will not issue any such press release or make any such public statement prior to such agreement, except<br>as may be required by law or any stock exchange, in which case reasonable efforts to consult with the other Party will be made prior to<br>any such press release or public statement.
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10.	Effect of Letter. This Letter, once executed by both parties on or before July 28, 2025 as<br>provided for below, shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted<br>assigns.
11.	Miscellaneous Provisions.
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(a)	Amendments; Waivers. This Letter may not be modified, amended or supplemented except by a written<br>instrument signed by the Parties. In addition, no waiver of any provision of this Letter shall be binding unless set forth in a writing<br>signed by the Party affecting the waiver. Any waiver shall be limited to the circumstance or event specifically referenced in the written<br>waiver document and shall not be deemed a waiver of any other term of this Letter or of the same circumstance or event upon any recurrence<br>thereof.
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(b)	Payment of Expenses. Except as otherwise set forth in this Letter, each Party shall bear its own<br>legal, accounting and other fees and expenses incurred in connection with the Proposed Transaction, whether or not the Definitive Agreements<br>are executed or the Closing of the Proposed Transaction contemplated by this Letter occurs.
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(c)	Notices. Any notice or other communication required or permitted to be given hereunder must be<br>in writing and delivered personally or sent by e-mail, addressed as follows:
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If to CGC:

Canadian Gold Corp.

401 Bay St., Suite #2702

Toronto, ON M5H 2Y4

Attention: Peter Shippen, Chairman

E-mail: pjs@extramedium.ca

If to MUX:

McEwen Inc.

150 King St W., Suite 2800,

Toronto, ON M5H 1J9

Attention: General Counsel

E-mail: notice@mcewenmining.com

(d)	Governing Law. This Letter shall be governed by the laws of the province of Ontario and the federal<br>laws of Canada applicable therein.
(e)	No Assignment. This Letter and the benefits and obligations contained herein may not be assigned<br>by any of the Parties.
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(f)	Headings. Section and other headings contained in this Letter are for reference purposes only<br>and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Letter or any provision hereof.
(g)	Entire Agreement. This Letter contains the entire understanding among the Parties and supersedes<br>any prior written or oral agreements between them respecting the subject matter of this Letter. There are no representations, agreements,<br>arrangements, or understandings, oral or written, between the Parties relating to the subject matter of this Letter that are not fully<br>set forth herein, and unless and until such time as the Definitive Agreements are executed and delivered pursuant to their terms, this<br>Letter constitutes a complete and exclusive statement of the terms of the agreement between the Parties with respect to the subject matter<br>hereof.
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(h)	Counterparts. This Letter may be executed in one or more counterparts, each of which shall be deemed<br>to be an original, but all of which shall constitute one agreement. Photocopies, facsimile transmissions, or e-mail transmissions of Adobe<br>portable document format files of signatures shall be deemed original signatures and shall be fully binding on the Parties to the same<br>extent as original signatures.
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[The remainder of this page is intentionallyleft blank; signature page follows.]

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If the foregoing evidences our mutual intent, please so indicate by signing and returning the enclosed copy of this Letter on or before 5:00 p.m. (Toronto time) on July 28, 2025.

Very<br> truly yours,
MCEWEN<br> INC.
Per:	/s/ Perry Ing
Name:	Perry Ing
Title:	Authorized Signing Officer
Accepted<br> as of the 27th day of July, 2025.
CANADIAN<br> GOLD CORP.
Per:	/s/ Peter Shippen
Name:	Peter Shippen
Title:	Authorized Signing Officer

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Exhibit 99.1

McEwen Inc. and Canadian Gold Corp. AnnounceLetter of Intent

Toronto, Ontario and Flin Flon, Manitoba – July 28, 2025 – McEwen Inc. (“McEwen”) (NYSE: MUX) (TSX:MUX) and Canadian Gold Corp. (“Canadian Gold”) (TSX-V:CGC) are pleased to announce that they have entered into a binding letter of intent (the “LOI”) on July 27, 2025 in respect of a proposed transaction (the “Proposed Transaction”), whereby McEwen would acquire all of the issued and outstanding securities of Canadian Gold by way of plan of arrangement. If the Proposed Transaction is completed, Canadian Gold would become a wholly-owned subsidiary of McEwen.

Canadian Gold’s principal asset is its 100% interest in the Tartan Mine, which is located in Manitoba, Canada (the “Tartan Mine”). The Tartan Mine is a high-grade former producing mine with existing infrastructure and high exploration potential. Canadian Gold also holds a 100% interest in greenfield exploration properties in the Hammond Reef and Malartic South projects, which are adjacent to some of Canada’s largest gold mines and development projects in Ontario and Quebec.

The Proposed Transaction

Pursuant to the terms of the Proposed Transaction, each Canadian Gold common share (a “Canadian Gold Share”) would entitle its holder to receive 0.0225 of a McEwen common share (a “McEwenShare”) (the “Exchange Ratio”). The Exchange Ratio represents an offer price of CDN $0.35 per Canadian Gold Share, being a premium of 26% to the 30-day volume weighted average price (“VWAP”) of the Canadian Gold Shares as at market close on July 25, 2025. Following completion of the transaction, existing Canadian Gold shareholders will own approximately 8.2% of the combined company resulting from the Proposed Transaction.

The LOI provides for the parties to enter into a definitive arrangement agreement (the “Arrangement Agreement”) setting out the final terms and conditions of the Proposed Transaction. Upon the execution of the Arrangement Agreement, McEwen and Canadian Gold will issue a subsequent news release containing any additional terms of the Proposed Transaction.

Benefits of the Transaction for Canadian Gold Shareholders:

·	Ability to fund development and construction<br>of the Tartan Mine with McEwen’s existing financial resources;
·	Access to McEwen’s technical team with<br>a strong track record in gold exploration, underground mining and mine development;
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·	Exposure to McEwen’s diversified portfolio<br>of commodities, producing operations, development projects and royalties; and
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·	An attractive premium of approximately 26% to<br>the 30-day VWAP of the Canadian Gold Shares and the enhanced liquidity of McEwen Shares from dual stock exchanges listings within the<br>US and Canada.
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McEwen Inc.	Page 1

Benefits of the Transaction for McEwen Shareholders:

·	Adds an increasingly rare, high-grade former<br>producing mine in Canada with existing infrastructure. Situated close to Flin Flon, Manitoba (Fig. 1), the Tartan Mine benefits from access<br>to a skilled mining workforce and does not require the construction of a mining camp.
·	Proposed development of the Tartan Mine has many<br>similarities to McEwen’s Fox Complex (ramp access, mining method and proposed process plant design), leveraging McEwen’s internal<br>skills;
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·	Enhances McEwen’s development and production<br>pipeline with the potential to re-commence production at the Tartan Mine within 24 to 36 months; and
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·	Substantial exploration potential, which has<br>been recently increased by Canadian Gold’s optioning of the adjoining Tartan West property (Fig. 2, 3 & 4).
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“I am enthusiastic about the TartanMine for several reasons. First, it is a high-grade gold deposit with strong exploration potential in Canada. Second, the existing infrastructure,including the mine ramp, roads, and power, provides an opportunity to restart operations within a relatively short timeframe. Third, Manitobastands out as one of the world’s premier mining jurisdictions, offering a skilled workforce, low-cost renewable energy, and attractivemining tax credits. Additionally, the Tartan Mine shares many similarities with our Fox Complex, enabling us to leverage our internalexpertise and resources to maximize its potential,” said Rob McEwen, Chairman andChief Owner of McEwen Inc.

***“I’d like to thank Mr. McEwen,McEwen Inc. and all our shareholders for the support of Canadian Gold Corp. over the past several years. We believe that this acquisitionby McEwen is a fantastic result for our shareholders as we will benefit from a broader portfolio of high-quality assets,”***said Peter Shippen, Chairman of Canadian Gold Corp.

Details of the Proposed Transaction

·	The Proposed Transaction is expected to be completed<br>by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). Under the terms of the LOI,<br>McEwen will acquire all of the issued and outstanding Canadian Gold Shares in exchange for McEwen Shares on the basis of the Exchange<br>Ratio. Outstanding options and warrants to purchase Canadian Gold Shares would be exercisable prior to the closing of the Proposed Transaction<br>(the “Closing”), in accordance with their respective terms. Any outstanding options and warrants not duly exercised prior<br>to the Closing would be terminated without any additional compensation.
·	In order to comply with NYSE rules, Mr. Rob<br>McEwen will not be entitled to receive newly-issued shares of McEwen representing more than 1% of the currently issued and outstanding<br>shares of McEwen without obtaining the prior approval of McEwen shareholders, which is expected to be voted on at the next annual meeting<br>of McEwen shareholders. If such shareholder approval is not obtained, McEwen will pay for such excess shares in cash.
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·	To be effective, the Proposed Transaction will<br>require the approval of: (a) 66 ⅔% of the votes cast by shareholders of Canadian Gold; and, (b) a simple majority of<br>the votes cast by minority Canadian Gold shareholders in accordance with Multilateral Instrument 61-101 - Protection of Minority Security<br>Holders in Special Transactions (“MI 61-101”), at a special meeting of Canadian Gold shareholders expected to take place<br>by the end of 2025 (the “Canadian Gold Meeting”). In accordance with MI 61-101, the vote of the minority Canadian Gold<br>shareholders will exclude, among others, the shares of Canadian Gold held by McEwen and Mr. Rob McEwen.
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·	The Arrangement Agreement will include provisions<br>such as conditions to closing the Proposed Transaction, and representations and warranties and covenants customary for arrangement agreements.<br>The LOI stipulates that the Arrangement Agreement will also include: (i) customary deal protection and non-solicitation provisions<br>in favor of McEwen, including a break fee of approximately C$2.2 million payable to McEwen in certain circumstances; and (ii) provisions<br>allowing Canadian Gold to consider and accept superior proposals, in compliance with its fiduciary duties.
·	Completion of the Proposed Transaction will be<br>subject to customary closing conditions and receipt of necessary court and regulatory approvals, including approval of the TSX and the<br>NYSE.
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A copy of the LOI will be filed on McEwen’s and Canadian Gold’s SEDAR+ profiles at www.sedarplus.ca.

The Proposed Transaction was approved by the Board of Directors of both McEwen and Canadian Gold, based on the recommendation of their respective special committees comprised of independent and disinterested directors. These special committees reached their decisions after consulting with their independent legal and financial advisors.

Messrs. Rob McEwen and Ian Ball, recognizing their respective conflicts of interest as directors of McEwen and as shareholders/interested parties in Canadian Gold, abstained from voting on the approval of the Proposed Transaction by McEwen’s Board of Directors. Similarly, Messrs. Alexander McEwen and Jim Downey acknowledged their conflicts of interest, as they were appointed to the Canadian Gold Board of Directors by Rob McEwen.

To ensure a thorough and impartial review of the Proposed Transaction, the special committees of both companies have engaged independent financial advisors. These advisors will prepare a formal valuation of the respective shares, as required by securities law, and provide an opinion that, subject to the assumptions, limitations, and qualifications outlined in the written opinion, the consideration to be exchanged is fair from a financial perspective.

Further details with respect to the Proposed Transaction will be included in the Arrangement Agreement and in an information circular to be mailed to Canadian Gold shareholders in connection with the Canadian Gold Meeting. Once available, a copy of the Arrangement Agreement will be filed on each of McEwen’s and Canadian Gold’s SEDAR+ profiles at www.sedarplus.ca and a copy of the information circular will be filed on Canadian Gold’s SEDAR+ profile at www.sedarplus.ca.

Overview of Canadian Gold’s Tartan Mine

The Tartan Mine is a former producing mine with significant infrastructure close to the town of Flin Flon, Manitoba. It has access to a skilled workforce, inexpensive renewable power and a supportive mining and taxation environment.

Tartan Mine produced 47,000 ounces of gold between 1987 and 1989. Recently, Canadian Gold announced two transactions that expanded the strike length of Tartan from 8 kilometers to 29.5 kilometers along a key regional shear zone. The expanded property has the benefit of leveraging the infrastructure at Tartan Mine that includes a ramp to 320 meters below surface, the footprint of the former 450 tpd mill, road access and power to the mine site.

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About McEwen

McEwen provides its shareholders with exposure to gold, copper and silver in the Americas by way of its three mines located in the USA, Canada and Argentina and its large advanced-stage copper development project in Argentina. It also has a gold and silver mine on care and maintenance in Mexico. Its Los Azules copper project aims to become one of the world’s first regenerative copper mines and is committed to carbon neutrality by 2038.

Rob McEwen, Chairman and Chief Owner, has personally invested US$205 million in the companies and takes a salary of $1/ year. He is a recipient of the Order of Canada and a member of the Canadian Mining Hall of Fame. His objective for MUX is to build its share value and establish a dividend, as he did while building Goldcorp Inc.

McEwen’s shares are publicly traded on the New York Stock Exchange (NYSE) and the Toronto Stock Exchange (TSX) under the symbol “MUX”.

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/<br> mcewencopper
M5H 1J9		LinkedIn:	linkedin.com/company/mcewencopper
		X:	X.com/mcewencopper
Relationship with Investors:		Instagram:	instagram.com/mcewencopper
(866)-441-0690<br> - Toll free line
(647)-258-0395	Rob McEwen	Facebook:	facebook.com/mcewenrob
Mihaela<br> Iancu ext. 320		LinkedIn:	linkedin.com/in/robert-mcewen-646ab24
info@mcewenmining.com		X:	X.com/robmcewenmux

About Canadian Gold

Canadian Gold Corp. 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, 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 authored by Mining Plus Canada Consulting Ltd.). The Company also holds a 100% 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 (QC), the Hemlo Mine (ON) and Hammond Reef Project (ON). McEwen Inc. (NYSE & TSX: MUX) holds a 5.6% interest in Canadian Gold, and Rob McEwen, the founder and former CEO of Goldcorp, and Chairman and CEO of McEwen Inc., holds a 32.5% interest in Canadian Gold.

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For Further Information, Please Contact:

Michael Swistun, CFA

President & CEO

Canadian Gold Corp.

(204) 232-1373

info@canadiangoldcorp.com

Social Media Accounts:

X (Twitter): https://x.com/CanadianGold

Instagram: https://www.instagram.com/canadiangoldcorp/

Facebook: https://www.facebook.com/CanadianGoldCorp/

LinkedIn: https://www.linkedin.com/company/canadiangoldcorp/

Neither the NYSE, TSX or TSX-Vhave reviewed and do not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been preparedby the management of McEwen and Canadian Gold.

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 Arrangement 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 the Tartan Mine; 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 of the Arrangement 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 the Tartan Mine, McEwen and Canadian Gold 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.

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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, Canadian Gold 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 Canadian Gold to the completion of the Proposed Transaction could have a material adverse impact on each of McEwen’s and Canadian Gold’s share price, its current business relationships and on the current and future operations, financial condition, and prospects of each McEwen and Canadian Gold.

McEwen and Canadian Gold 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

The scientific and technical information disclosed in this news release was reviewed and approved by Wesley Whymark, P. Geo., Consulting Geologist for McEwen and Canadian Gold, and a Qualified Person as defined under National Instrument 43-101.

Historical Exploration References TartanWest

^(1)^Spooner, A.J., 1987. Tout Lake Joint Venture Diamond Drilling. Manitoba Mineral Assessment Report 71523. NTS REF. No. 63K-13SW

^(2)^Spooner, A.J., 1988. Tout Lake Joint Venture Diamond Drilling. Manitoba Mineral Assessment Report 81737. NTS REF. No. 63K-13SW

^(3)^Spooner, A.J., 1989. Tout Lake Joint Venture Diamond Drilling. Manitoba Mineral Assessment Report 72046. NTS REF. No. 63K-13SW

^(4)^Historical scanned paper maps on Company database

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Figure 1. Tartan Mine locationin relation to Flin Flon

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Figure 2. Tartan Mine - MainZone Longitudinal Section (from Canadian Gold’s Feb 18, 2025 press release)

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***Figure 3.***Tartan Mine - South Zone Longitudinal Section (from Canadian Gold’s June 10, 2025 press release)

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Figure 4. Locationof highlight historic gold occurrences on the Tartan West Property

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