McEwen Inc. (MUX) closes all-share Golden Lake Exploration arrangement
Rhea-AI Filing Summary
McEwen Inc. has completed its previously announced business combination with Golden Lake Exploration Inc. by way of a statutory plan of arrangement. Each Golden Lake share is being exchanged for 0.003876 McEwen common shares, consolidating Golden Lake’s Jewel Ridge and Jewel Ridge West projects into McEwen’s Gold Bar Mine Complex in Nevada.
All Golden Lake warrants and convertible notes were converted into Golden Lake shares before being exchanged for McEwen shares, and Golden Lake stock options were replaced with McEwen options on an equivalent economic basis. Golden Lake’s shares are expected to be delisted from the CSE, and the company plans to cease being a reporting issuer, fully folding the business into McEwen’s platform.
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Insights
McEwen folds adjacent Nevada exploration assets into its Gold Bar complex through an all-share acquisition of Golden Lake.
The transaction closes a previously announced all‑share combination, giving McEwen Inc. full ownership of Golden Lake and its Jewel Ridge projects, which sit next to McEwen’s Windfall and Lookout Mountain discoveries in Nevada’s Eureka Mining District. The exchange ratio of 0.003876 McEwen shares per Golden Lake share suggests a modest, equity‑funded roll‑up of nearby exploration ground.
Structurally, Golden Lake shareholders, warrant holders and noteholders are all migrated into McEwen equity, while Golden Lake options become McEwen replacement options, simplifying the capital structure. Golden Lake will be delisted from the CSE and seek to terminate reporting status, indicating McEwen is fully integrating governance and disclosure.
Strategically, management positions Jewel Ridge and Jewel Ridge West as contributors to turning the Gold Bar Mine Complex into a longer‑life operation by leveraging existing infrastructure and ongoing exploration. Actual impact on mine life and production will depend on future drilling, resource definition and permitting outcomes disclosed in subsequent technical and regulatory reports.
8-K Event Classification
Key Figures
Key Terms
statutory plan of arrangement regulatory
forward-looking statements regulatory
Qualified Person technical
regenerative copper mines technical
carbon neutral technical
cashlessly exercised financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 7.01 | Regulation FD Disclosure. |
On April 30, 2026, McEwen Inc. (the “Company”) announced that it completed its previously disclosed business combination with Golden Lake Exploration Inc. by way of a statutory plan of arrangement. 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.
The information furnished under this Item 7.01, including the referenced exhibit, 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 April 30, 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 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, as of the date of the press release, 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, 2025, 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 release 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: May 5, 2026 | By: | /s/ Carmen Diges |
| Carmen Diges, General Counsel | ||
Exhibit 99.1
McEwen Inc. and Golden Lake Exploration Inc. Announce Closing of Arrangement
Toronto, Ontario and Vancouver, British Columbia – April 30, 2026 – McEwen Inc. (“McEwen”) (NYSE/TSX:MUX) and Golden Lake Exploration Inc. (“Golden Lake”) (CSE: GLM) (OTCQB: GOLXF) are pleased to announce the completion of the previously announced business combination between McEwen and Golden Lake by way of statutory plan of arrangement (the “Arrangement”).
Golden Lake’s principal asset is its 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.
Under the terms of the Arrangement, each holder of common shares of Golden Lake (each, a "Golden Lake Share") received 0.003876 McEwen common shares (each, a "McEwen Share") for each Golden Lake Share held (the "Exchange Ratio"). In addition, pursuant to the terms of the Arrangement, all outstanding common share purchase warrants of Golden Lake (the "Golden Lake Warrants") were cashlessly exercised and cancelled in exchange for Golden Lake Shares having a value equal to their in-the-money amount, and all outstanding convertible notes of Golden Lake (the "Golden Lake Notes") were converted into Golden Lake Shares based on principal and accrued interest in accordance with their terms.
All issued and outstanding Golden Lake Shares (including the Golden Lake Shares issued to holders of Golden Lake Warrants and holders of Golden Lake Notes) were exchanged for McEwen Shares on the basis of the Exchange Ratio. Outstanding stock options of Golden Lake were exchanged for replacement options of McEwen on an equivalent economic basis, with adjusted exercise prices, exercisable within 90 days following the closing of the Arrangement, in accordance with the terms of Golden Lake's stock option plan.
The shares of Golden Lake are expected to be delisted from the Canadian Securities Exchange (the "CSE") effective as of the close of market on April 30, 2026. Golden Lake will submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate its public reporting requirements.
Information for Golden Lake Shareholders
Certificates formerly representing Golden Lake Shares now represent only the right to receive McEwen Shares to which the holders are entitled pursuant to the Arrangement.
| McEwen Inc. | Page 1 |
In order to receive their McEwen Shares, registered shareholders of Golden Lake must deposit their share certificates or DRS advice(s) with a completed Letter of Transmittal, as set forth in the information circular of Golden Lake dated February 10, 2026. The Letter of Transmittal was mailed to registered shareholders together with the meeting materials for the Golden Lake meeting and it is also available on Golden Lake's SEDAR+ profile on www.sedarplus.ca.
Golden Lake shareholders who own their shares through a broker or other intermediary should contact such broker or other intermediary regarding their receipt of McEwen Shares under the Arrangement. Further information regarding the Arrangement, including instructions on how to exchange Golden Lake Shares for McEwen Shares, is set out in the management information circular of Golden Lake dated February 10, 2026, a copy of which is available on the profile of Golden Lake on SEDAR+ at www.sedarplus.ca.
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.
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, 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 46.3% 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$250 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 Inc. | Page 2 |
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. 2006 | LinkedIn: | https://www.linkedin.com/in/robert-mcewen-646ab24 | ||
| info@mcewenmining.com | X: | X.com/robmcewenmux | ||
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 timing of delisting of shares of Golden Lake from the CSE, Golden Lake ceasing to be a reporting issuer, goals to have Los Azules copper become one of the world's first regenerative copper mines and achieve carbon neutrality by 2038, and the objectives for McEwen. 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. See McEwen Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, 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 McEwen.
| McEwen Inc. | Page 3 |
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 4 |
Figure 1. McEwen and Golden Lake Property Locations, Eureka Nevada
| McEwen Inc. | Page 5 |