お知らせ • Feb 27
Highlander Silver Corp. (TSX:HSLV) completed the acquisition of Bear Creek Mining Corporation (TSXV:BCM).
Highlander Silver Corp. (TSX:HSLV) entered into a term sheet to acquire Bear Creek Mining Corporation (TSXV:BCM) for approximately CAD 130 million on November 12, 2025. Highlander Silver Corp. entered into a definitive Arrangement Agreement to acquire Bear Creek Mining Corporation for approximately CAD 130 million on December 18, 2025. Bear Creek Shareholders will receive 0.1175 common shares in the capital of Highlander Silver (the “Highlander Shares”, and such ratio being the “Exchange Ratio”) in exchange for each Bear Creek Share held immediately prior to the effective time of the Arrangement. Upon completion of the Arrangement, existing holders of Highlander Shares and former Bear Creek Shareholders will own approximately 82% and 18% of the total issued and outstanding Highlander Shares, respectively, on a fully-diluted basis. Highlander Silver expects to issue an aggregate of approximately 34,450,672 Highlander Shares to the Bear Creek Shareholders, based on the Bear Creek Shares outstanding as at the date of this announcement. Highlander Silver may also issue up to approximately 346,253 additional Highlander Shares subject to, as part of the Arrangement, the conversion into Bear Creek Shares of certain convertible securities of Bear Creek at the effective time of the Arrangement. The combined company will be managed by the Highlander Silver executive team, supported by key Bear Creek personnel. In case of termination, Highlander Silver Corp. will pay a termination fee of $8 million and seller will pay a termination fee of $8 million.
The Transaction is expected to close on April 17, 2026, with the right to extend for up to an additional 120 days, subject to the receipt of all required court, regulatory and stock exchange approvals. Following completion of the Arrangement, the Highlander Shares will remain listed on the Toronto Stock Exchange and the Bear Creek Shares will be delisted from the TSXV. The Arrangement will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require the approval of: (i) at least 66% of votes cast by Bear Creek Shareholders, (ii) 66% of the votes cast by the Bear Creek Shareholders and holders of the stock options, RSUs and DSUs (collectively, the “Bear Creek Securityholders”), voting together as a single class, and, if required, (iii) a simple majority of the votes cast by disinterested shareholders of Bear Creek, excluding for this purpose the votes held by any person required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Arrangement will require approval of a simple majority of votes cast by Highlander Shareholders. The board of directors of Highlander Silver (the “Highlander Board”), after consultation with its outside financial and legal advisors, unanimously approved, among other things, the Arrangement, the subscription for Bear Creek Shares under the Private Placement and the Debt Settlement Arrangements. The Bear Creek Board unanimously recommends that Bear Creek Shareholders vote in favor of approving the Arrangement at the Bear Creek Meeting. As of January 9, 2026, Highlander Silver Corp. and Bear Creek Mining Corporation have amended their arrangement agreement to remove the requirement for Highlander Silver shareholder approval. As of February 19, 2026, Bear Creek Shareholders approved the transaction. The Arrangement is expected to close in late February.
BMO Nesbitt Burns Inc. and Stifel Nicolaus Canada Inc. have provided fairness opinions to the Bear Creek Board in connection with the Transaction. Canaccord Genuity Corp. and Minmetals Securities Co., Ltd., headquartered in China, are acting as financial advisors to Highlander Silver. Alan Hutchison of Osler, Hoskin & Harcourt LLP is acting as legal advisor to Highlander Silver. BMO Nesbitt Burns Inc. and BLB Advisory EIRL are acting as financial advisors to Bear Creek. Stifel Nicolaus Canada Inc. is acting as independent financial advisor to the Special Committee. Fred R. Pletcher of Borden Ladner Gervais LLP is acting as Canadian legal advisors to Bear Creek. The Laurel Hill Advisory Group LLC acted as information agent for Bear Creek Mining Corporation. Endeavor Trust Corporation acted as depositary bank for Bear Creek Mining Corporation. Computershare Investor Services Inc. acted as transfer agent for Bear Creek Mining Corporation.
Highlander Silver Corp. (TSX:HSLV) completed the acquisition of Bear Creek Mining Corporation (TSXV:BCM) on February 26, 2026.