Toronto – October 12, 2026 -- Highlander Silver Corp. (TSX: HSLV) has completed its plan of arrangement to acquire all shares of Bear Creek Mining Corporation (TSXV: BCM), issuing 36,225,457 of its own common shares and making Bear Creek a wholly owned subsidiary.
Highlander Silver pays 0.1175 of its shares for each Bear Creek share
Under the arrangement, completed under Division 5 of Part 9 of the Business Corporations Act (British Columbia), each Bear Creek share was exchanged for 0.1175 Highlander shares. Highlander acquired 308,302,938 Bear Creek shares in total. Immediately before closing it held 50,000,000 shares, or about 13.95% of the outstanding stock, and its stake now stands at 100%.
Highlander pays Royal Gold US$6.2 million and Equinox US$1.6 million in cash
The deal closed concurrently with debt settlement agreements between Highlander and two Bear Creek creditors. Royal Gold, Inc., through its subsidiary International Royalty Corporation, received US$6.2 million. Equinox Gold Corp. received US$1.6 million.
Highlander also repaid the advance and outstanding interest owed to Wheaton Precious Metals International Ltd. The obligation arose under a support agreement between Bear Creek and Wheaton dated November 22, 2022, as amended. The release does not disclose the amount.
Royal Gold ends up with about 3.37% of Highlander
Royal Gold held 58,381,399 Bear Creek shares, about 16.29% of the non-diluted total, before closing. It exchanged them for Highlander shares equal to approximately 3.37% of Highlander's issued and outstanding shares on a non-diluted basis. Both Royal Gold and Highlander will file early warning reports under National Instruments 62-103 and 62-104. The reports will be available on SEDAR+.
Bear Creek shares are due to leave the TSX Venture Exchange on March 2
Bear Creek stock is expected to be delisted from the TSX Venture Exchange on or about March 2, 2026. The company has told OTC Markets Group and the Bolsa de Valores de Lima that it will voluntarily withdraw from the OTCQX platform and the Lima exchange. It will also apply to Canadian securities regulators to cease to be a reporting issuer and end its public reporting obligations. Highlander intends for Bear Creek to remain a wholly owned subsidiary.
Registered shareholders must submit transmittal letters to Endeavor Trust
Registered holders of physical certificates or direct registration system advices must return a signed letter of transmittal with their documents to Endeavor Trust Corporation, the arrangement's depositary. Holders whose shares sit with a broker, bank or other intermediary should contact that intermediary to receive the Highlander shares. Procedures are set out in Bear Creek's management information circular dated January 16, 2026.