McEwen Mining Inc. (NYSE: MUX)(TSX: MUX) (“McEwen”) is pleased to announce that it has entered into a definitive agreement and plan of merger (the “Agreement”) to acquire all of the issued and outstanding shares of Timberline Resources Corporation (TSXV:TBR)(OTCQB:TLRS) (“Timberline”) by way of a merger between Timberline and a subsidiary of McEwen (the “Transaction”). The Transaction will augment McEwen’s existing portfolio of development and exploration projects in Nevada.

Timberline shareholders will have the right to receive 0.01 of a share of McEwen’s common stock for each share of Timberline’s common stock (the “Exchange Ratio”), representing a value of US$0.102 per Timberline share, calculated based on the 20-day volume weighted average trading price of McEwen’s shares on the NYSE at the close on April 15th, 2024. This represents an 132% premium to Timberline’s 20-day volume-weighted average price on the OTCQB. McEwen currently owns 6.25 million Timberline shares representing approximately 3.3% of Timberline’s basic common shares outstanding and 6.25 million Timberline warrants. Excluding McEwen’s existing ownership, McEwen expects to issue approximately 1.84 million shares on closing for a transaction value of US$18.8 million.

The closing of the Transaction is subject to customary conditions, including receipt of necessary regulatory and stock exchange approvals and approval from Timberline’s shareholders holding a majority of its outstanding shares.

Timberline’s board of directors has unanimously recommended that Timberline’s shareholders vote in favour of the Transaction. The directors, officers and two principal shareholders of Timberline, holding shares reflecting approximately 40% of Timberline`s aggregate outstanding shares, have entered into voting and support agreements with McEwen, pursuant to which they have agreed, among other things, to vote their shares in favour of the Transaction.

The Agreement includes customary deal-protection provisions. Timberline has agreed not to solicit or initiate any discussion regarding any other business combination or acquisition. In the event that Timberline validly terminates the Agreement to accept a superior offer, Timberline will be required to pay McEwen a termination fee of US$400,000.

Each Timberline warrant outstanding immediately prior to the closing of the Transaction will remain outstanding and be converted into a warrant to acquire McEwen shares based on the Exchange Ratio. Each Timberline stock option outstanding and in-the-money immediately prior to the closing of the Transaction will automatically vest and be converted into the right to receive McEwen shares at the Exchange Ratio less the exercise price per stock option; all other outstanding Timberline stock options will be cancelled.