AGREEMENT AND PLAN OF MERGER by and among MCEWEN MINING INC., LOOKOUT MERGER SUB, INC. and TIMBERLINE RESOURCES CORPORATION Dated April 16, 2024Merger Agreement • April 16th, 2024 • Timberline Resources Corp • Gold and silver ores • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of April 16, 2024, by and among McEwen Mining Inc., a Colorado corporation (“Parent”), Lookout Merger Sub, Inc., a Delaware corporation and direct subsidiary of Parent (“Merger Sub”), and Timberline Resources Corporation, a Delaware corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE 1 below.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 16th, 2024 • Timberline Resources Corp • Gold and silver ores • Delaware
This Voting and Support Agreement (this “Agreement”) is entered into as of [●], 2024 by and between McEwen Mining Inc., a Colorado corporation (“Parent”), and [●] (“Stockholder”).
AMENDMENT TO OSTERBERG EMPLOYMENT LETTEROsterberg Employment Letter • April 16th, 2024 • Timberline Resources Corp • Gold and silver ores
This Amendment to the Osterberg Employment Letter (“Amendment”) is dated as of April 16, 2024, by and among Timberline Resources, Corp. (the “Company”), and Steven A. Osterberg (the “Employee”), and amends that certain Osterberg Employment Letter (the “Original Agreement”), dated October 9, 2020, between the Company and the Employee. Capitalized terms used in this Amendment without definition have the meanings given in the Original Agreement.
AMENDMENT TO HIGHSMITH EMPLOYMENT LETTERHighsmith Employment Letter • April 16th, 2024 • Timberline Resources Corp • Gold and silver ores
This Amendment to the Highsmith Employment Letter (“Amendment”) is dated as of April 16, 2024, by and among Timberline Resources, Corp. (the “Company”), and Patrick Highsmith (the “Employee”), and amends that certain Highsmith Employment Letter (the “Original Agreement”), dated October 3, 2020, between the Company and the Employee. Capitalized terms used in this Amendment without definition have the meanings given in the Original Agreement.
