Timberline Announces Acquisition by McEwen Mining at a Significant Premium - Seite 2

The proposed transaction will be completed by the merger of a wholly-owned subsidiary of McEwen with and into Timberline, with Timberline surviving as a wholly-owned subsidiary of McEwen. The transaction will require the approval of a majority of the Timberline common shares outstanding and entitled to vote at a special meeting of Timberline shareholders. It is also subject to other customary closing conditions. The directors and officers of Timberline, together with two significant shareholders of Timberline, representing approximately 40% of the common shares outstanding have entered into a voting and support agreement pursuant to which they have agreed to vote their shares in favor of the Transaction. It is anticipated that the transaction will close in the third quarter of 2024.

Timberline's Board of Directors has determined that the proposed transaction is in the best interest of the Company and its shareholders, having taken into account advice from its financial advisor, and has unanimously approved the execution of the Merger Agreement. Timberline's Board of Directors recommends that its shareholders vote in favor of the Transaction. Cormark Securities Inc. has provided an opinion to Timberline's Board of Directors that the consideration to be received from McEwen in connection with the Transaction is fair, from a financial point of view, to the Timberline shareholders.

Timberline Bridge Facility

Concurrent with the execution of the Merger Agreement, McEwen and Timberline have entered into an interim financing arrangement whereby McEwen has agreed to loan Timberline up to approximately US$500,000 to fund working capital and corporate costs of Timberline through the anticipated closing of the proposed transaction.

Advisors and Counsel

Cormark Securities Inc. is acting as financial advisor to Timberline, and Davis Graham & Stubbs LLP is acting as Timberline's legal advisor.

About McEwen Mining

McEwen Mining is a gold and silver producer with operations in Nevada, Canada, Mexico and Argentina. In addition, it owns approximately 47.7% of McEwen Copper which owns the large, advanced stage Los Azules copper project in Argentina. The Company's goal is to improve the productivity and life of its assets with the objective of increasing its share price and providing a yield. Rob McEwen, Executive Chairman and Chief Owner, has a personal investment in the group of US$220 million and takes an annual salary of US$1.