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Bear Creek Mining (OTCQX: BCEKF) and Highlander Silver entered an amended and restated arrangement agreement on January 9, 2026 to complete Highlander’s statutory plan of arrangement to acquire all Bear Creek shares. The amendment removes the previously required Highlander shareholder special meeting because recent Highlander warrant exercises increased Highlander’s issued shares, eliminating the >25% issuance trigger under TSX policies. The amended agreement schedules a Bear Creek securityholder special meeting on or before February 19, 2026, with meeting materials to be mailed about January 21, 2026. All other principal arrangement terms remain unchanged.
Bear Creek Mining (OTCQX: BCEKF) closed a non-brokered private placement to raise C$18.0 million by issuing 50,000,000 common shares to Highlander Silver at C$0.36 per share. Net proceeds are earmarked for bonding, site investigation, exploration and studies at the Corani silver project in Puno, Peru, and for general working capital at the Mercedes gold mine in Sonora, Mexico.
Highlander Silver now holds 50,000,000 shares (approximately 14.6% undiluted, 13.2% fully diluted). The issued shares are subject to a statutory four-month-and-a-day hold expiring May 9, 2026. TSXV gave conditional acceptance on January 7, 2026. Highlander and Bear Creek have an arrangement agreement for a plan of arrangement expected to close in Q1 2026, subject to court, shareholder, regulatory and exchange approvals; completion would trigger TSXV delisting and cessation as a Canadian reporting issuer.
Highlander Silver (TSX: HSLV) and Bear Creek (TSXV: BCM / OTCQX: BCEKF) agreed December 18–19, 2025 to combine by way of a plan of arrangement, creating a silver-focused company with a combined equity market capitalization of approximately $625 million.
The transaction: Bear Creek shareholders will receive 0.1175 Highlander shares per Bear Creek share (approximately 34,450,672 Highlander shares issued), leaving Highlander shareholders ~82% and former Bear Creek shareholders ~18% pro forma. Closing expected Q1 2026, subject to approvals.
Key assets: Corani (proven & probable reserves 229 Moz Ag; 2019 after-tax NPV5% US$532m at US$18/oz Ag) and San Luis (Indicated 356 koz Au @24.4 g/t and 8.4 Moz Ag @579 g/t). Highlander will fund a $18M private placement into Bear Creek and settle ~US$121M of Bear Creek debt/stream obligations via agreements with Royal Gold and Equinox.
Bear Creek Mining (OTCQX: BCEKF) executed an agreement dated December 10, 2025 to sell its 100% interest in the non-core Tassa Project in southern Peru for total consideration of US$3.5 million payable in staged payments over 30 months.
Consideration breakdown: US$30,000 signing fee (paid), US$470,000 on execution (paid), US$500,000 within 6 months, US$1,000,000 within 18 months, and US$1,500,000 within 30 months. Deferred payments are secured by a first-ranking security interest on the Tassa concessions.
Upon completion, Bear Creek retains a 2% net smelter return royalty on Tassa, with Colque able to buy back 1% of the royalty for US$2.5 million. A US$70,000 commission (2% of consideration) was paid to BLB Advisory EIRL.
Bear Creek Mining (OTCQX: BCEKF) reported Q3 2025 interim results on November 11, 2025 covering the three and nine months ended September 30, 2025. The company recorded $22.5M revenue, produced 6,219 oz gold and 18,866 oz silver at Mercedes, and reported a comprehensive loss of $30.8M (adjusted loss $(10.6)M or $(0.04) per share).
Mercedes operating challenges — contractor underperformance and ventilation/ground stability at Marianas — reduced development (1,257 m) and shifted production to Rey de Oro. Cash and short-term investments were $2.3M at Sept 30, 2025 and net working capital deficiency was $113.1M. The company has a Sandstorm credit extension (drawn $5.4M of up to $6.5M) and a Strategic Review remains ongoing. Management disclosed material uncertainty about going concern.
Bear Creek Mining (OTCQX: BCEKF) drew US$1.2 million on October 8, 2025 under the secured 2025 Sandstorm Note, bringing total draws to US$5.4 million of a US$6.5 million facility.
The note carries 7% interest, matures on September 22, 2028, allows up to US$600,000 monthly draws, and remaining draws of up to US$1.1 million require Sandstorm approval. Interest payments from June–November 2025 are deferred until December 31, 2025. The Draw is for general working capital.
As of June 30, 2025 the company reported a working capital deficiency of US$91.7 million and stated material uncertainty about its ability to continue as a going concern.
Bear Creek Mining (OTCQX:BCEKF) reported Q2 2025 financial results, with significant operational challenges at its Mercedes mine. The company produced 7,973 oz of gold and 33,932 oz of silver during Q2, with revenue of $27.8 million and a comprehensive loss of $11.7 million.
Key developments include the termination of an underperforming mining contractor, deferral of debt interest payments to December 2025, and issuance of a $6.5 million secured promissory note to Sandstorm. The company faces significant financial challenges with a $92.7 million working capital deficiency and has expressed material uncertainty about its ability to continue as a going concern.
The company continues its strategic review process to explore financial options and enhance value, while implementing a recovery plan to address development deficits at the Mercedes mine.
Bear Creek Mining (OTCQX: BCEKF) has drawn down US$0.6 million from its 2025 Sandstorm Note on August 1, 2025. This is part of a secured promissory note with a maximum principal of US$6.5 million, allowing monthly drawdowns up to US$600,000. To date, US$4.2 million has been drawn, leaving US$2.3 million available subject to Sandstorm's approval.
The note carries a 7% annual interest rate and matures on September 22, 2028, with interest payments from June to November 2025 deferred until December 31, 2025. The company also announced the departure of Eduardo Flores, Senior VP of Business Development.
Notably, Bear Creek faces significant financial challenges, with a working capital deficiency of US$93.2 million as of Q4 2024, raising material uncertainty about its ability to continue as a going concern.
Bear Creek Mining (OTCQX: BCEKF) reported Q2 2025 production results from its Mercedes Mine, producing 7,973 ounces of gold and 33,932 ounces of silver. The quarter saw operational challenges due to contractor underperformance at the Marianas deposit, leading to the termination of the mining services agreement in May 2025.
The company drew down US$2.4 million from a Sandstorm Gold secured promissory note on July 14, 2025, bringing total drawdowns to US$3.6 million of the maximum US$6.5 million facility. The note bears a 7% annual interest rate with maturity in September 2028.
Notably, the company faces significant financial challenges with a working capital deficiency of US$93.2 million as of December 31, 2024, raising material uncertainty about its ability to continue as a going concern.