Libertystream Infrastructure Partners — M&A Activity 2026

Feb 3, 2026

VOTING AGREEMENT

THIS AGREEMENT is made as of the 27th day of January, 2026 (the "Effective Date").

AMONG:

MCEWEN INC., a corporation existing under the laws of the State of Colorado

(“Parent”)

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TIMBERLINE RESOURCES CORPORATION, a corporation existing under the laws of the State of Delaware

(“Purchaser”)

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The persons Listed on Schedule A hereto

(each such person a “Shareholder” and collectively the “Shareholders”)

WHEREAS each Shareholder is the sole direct or indirect beneficial owner of, or exercises control or direction over, the common shares in the capital of Golden Lakes Exploration Inc. (“Corporation”) (the “Shares”) as set out in Schedule A hereto;

AND WHEREAS each Shareholder is the holder of that number of options to purchase Share (the “Options”) and/or that number of warrants exercisable for Shares (the “Warrants”) as set out in Schedule A hereto;

AND WHEREAS each Shareholder understands that the Corporation, the Purchaser, and the Parent are, concurrently with the execution and delivery of this Agreement, executing and delivering the Arrangement Agreement dated the date hereof (the “Arrangement Agreement”) providing for, amongst other things, the acquisition of all of the issued and outstanding Shares of the Corporation by the Purchaser pursuant to a plan of arrangement;

AND WHEREAS this Agreement sets out the terms and conditions of the agreement of each Shareholder (i) to vote its Subject Securities or cause such Subject Securities to be voted in favour of the Arrangement Resolution (as defined in the Arrangement Agreement), and (ii) to abide by the other restrictions and covenants set forth herein;

AND WHEREAS such Shareholder acknowledges that the Purchaser and the Parent would not enter into the Arrangement Agreement but for the execution and delivery of this Agreement by such Shareholder;

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AND WHEREAS the foregoing recitals are made by each Shareholder only with respect to itself and its Subject Securities and, for greater certainty, are not made in relation to any other Shareholder or any other Subject Securities;

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

All terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to them in the Arrangement Agreement:

(a) “Subject Options” means that number of Options set forth on Schedule “A” attached to this Agreement, being all of the Options owned legally and/or beneficially by a Shareholder or over which a Shareholder exercises control or direction, and shall further include any options otherwise acquired by a Shareholder after the date hereof.

(b) “Subject Securities” means, collectively, the Subject Shares, the Subject Options, the Subject Warrants and any other securities that are convertible, redeemable or exercisable for Subject Shares or Subject Options.

(c) “Subject Shares” means that number of Shares set forth on Schedule A to this Agreement, being all of the Shares owned legally and/or beneficially, either directly or indirectly, by a Shareholder or over which a Shareholder exercises control or direction, either directly or indirectly, and shall further include any Shares issued upon the exercise by a Shareholder of Options or Warrants and any Shares otherwise acquired by a Shareholder after the date hereof.

(d) “Subject Warrants” means that number of Warrants set forth on Schedule A attached to this Agreement, being all of the Warrants owned legally and/or beneficially by a Shareholder or over which a Shareholder exercises control or direction, and shall further include any common share purchase warrants otherwise acquired by a Shareholder after the date hereof.

ARTICLE 2 COVENANTS OF THE SHAREHOLDER

2.1 General

Each of the Shareholders hereby severally, and not jointly or jointly and severally, irrevocably covenants and agrees in favour of the Purchaser and the Parent that, from the date hereof until the earlier of (i) the Effective Date and (ii) the termination of this Agreement in accordance with Article 4, and except as otherwise set forth below or as permitted by this Agreement, such Shareholder:

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(a) will not, directly or indirectly, through any employee, officer, director, investment banker, representative or agent of Shareholder or its subsidiaries (collectively, the "Representatives"), or otherwise (i) make, solicit, assist, initiate, encourage or otherwise knowingly facilitate (including by way of furnishing information or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers relating to (or which may lead to the making or completion of) any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or that would reasonably be expected to lead to, any Acquisition Proposal, (iii) furnish to any Person any information with respect to, or otherwise co-operate in any way with, or assist or participate in, facilitate or knowingly encourage, any effort or attempt by any person to make or complete (or which may lead to the making or completion of) any Acquisition Proposal, (iv) approve, accept, endorse or recommend, or propose publicly to accept, approve, endorse or recommend any Acquisition Proposal, or (v) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement (including a confidentiality or standstill agreement), arrangement, understanding or undertaking, oral or written, regarding, or that would reasonably be expected to lead to, any Acquisition Proposal;

(b) will immediately cease and cause its Representatives to cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons with respect to any Acquisition Proposal;

(c) will immediately (and in any event within 24 hours after it has received any inquiry, proposal or request) notify the Parent of any Acquisition Proposal or of any inquiry, proposal or request for non-public information that it or any of its Representatives receives relating to the Corporation or its subsidiary in connection with an Acquisition Proposal or for access to the properties, books or records of the Corporation or its subsidiary by any person or entity that informs it or any of its Representatives that such person or entity is considering making, or has made, an Acquisition Proposal, such notice to be made, from time to time, first immediately orally and then promptly in writing, and shall indicate the identity of the person making such proposal, inquiry or contact and all material terms and such other details of the proposal, inquiry or contact known to such Shareholder as the Parent may reasonably request;

(d) will not, directly or indirectly, option, sell, transfer, gift, assign, pledge, encumber, grant a security interest in, hypothecate or otherwise convey (including by way of any derivative transaction or otherwise) any Subject Securities, or any right or interest therein (legal or equitable), to any person or group or agree to do any of the foregoing, other than (i) pursuant to the Arrangement Agreement, (ii) the exercise of any Options (provided that any Corporation Shares issued to such Shareholder upon exercise shall be deemed to be subject to the terms hereof as Shares), or (iii) with the prior written consent of the Parent, a transfer of Subject Securities to any trust for the direct or indirect benefit of such Shareholder or to any immediate family member of such Shareholder, provided that such transferee (including the trustee of the trust, if applicable) agrees to be bound in writing by the obligations

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and restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value;

(e) will not grant or agree to grant any proxy or other right to vote any Subject Securities, or enter into any voting trust, vote pooling or other agreement with respect to voting, the right to vote, the calling of meetings of Corporation Securityholders, or the giving of any consents or approvals of any kind with respect to the Corporation Shares, Options, or Warrants and any action attempted to be taken in violation of the foregoing will be null and void;

(f) will not take any action of any kind which might reasonably be regarded as likely to prevent, reduce the success of, or delay or interfere with the completion of, the Arrangement and the other transactions contemplated by the Arrangement Agreement;

(g) hereby irrevocably waives to the fullest extent permitted by law any and all rights of such Shareholder to dissent or exercise appraisal rights with respect to any resolution relating to the approval of the Arrangement (including the Arrangement Resolution) and not exercise any such right with respect to any such resolution;

(h) in the event that any Acquisition Proposal other than the Arrangement is presented for approval of or acceptance by the securityholders of the Corporation, will not, directly or indirectly, vote in favour of, accept, assist or otherwise further the successful completion of such Acquisition Proposal or purport to tender or deposit into any such transaction any of the Subject Securities;

(i) hereby agrees that any shares or other securities of the Corporation (or rights or options to acquire any such securities) as to which legal or beneficial ownership or the right to vote or the right of disposition is acquired by such Shareholder after the date hereof shall be deemed to be subject to the terms hereof as Subject Securities;

(j) will take all such steps as are necessary or advisable to ensure that, at and immediately prior to the Effective Time, its Subject Securities will be held by such Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands of any nature or kind whatsoever, and will not be subject to any shareholders’ agreements, voting trust or similar agreements or any option, right or privilege (whether by law, pre-emptive or contractual) capable of becoming a shareholders’ agreement, voting trust or other agreement affecting such Subject Securities or the ability of any holder thereof to exercise all ownership rights thereto, including the voting of any such Subject Securities; and

(k) will not commence or participate in, and shall, and hereby agrees to, take all reasonable actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Corporation, the Purchaser or the Parent, or any of their respective subsidiaries (or any of their respective successors) relating to the negotiation, execution and delivery of this Agreement or the

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Arrangement Agreement or the consummation of the transactions contemplated thereby.

2.2 Voting of the Subject Securities

Each Shareholder hereby severally, and not jointly or jointly and severally, irrevocably covenants and agrees in favour of the Purchaser and the Parent that, from the date hereof until the earlier of (i) the Effective Date, and (ii) the termination of this Agreement in accordance with Article 4, except as otherwise permitted by this Agreement, at any meeting (whether annual or special, and at each adjourned or postponed meeting) or any consent process of the securityholders of the Corporation, such Shareholder will:

(a) appear at such meeting or otherwise cause all of the Subject Securities beneficially owned or controlled, directly or indirectly, by such Shareholder to be counted as present thereat for purposes of calculating a quorum or other minimum participation requirement, and respond to each request for written consent, if any; and

(b) vote or consent or cause to be voted or consented by or on behalf of such Shareholder all of the Subject Securities and other voting securities of, or equity interests in, the Corporation beneficially owned or controlled, directly or indirectly, by such Shareholder,

(i) in favour of approval and adoption of the Arrangement Resolution and the transactions contemplated by the Arrangement Resolution and any other actions required for the consummation of the transactions contemplated by the Arrangement Agreement;

(ii) against any Acquisition Proposal and any other action or proposal made in opposition to or competition with or which otherwise interferes with or prevents the consummation of the transactions contemplated by the Arrangement Agreement;

(iii) against any action or proposal that is intended to, or is reasonably likely to, result in any of the conditions of the obligations of the Corporation, the Purchaser, or the Parent under the Arrangement Agreement not being fulfilled;

(iv) against any action or proposal which would reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the consummation of the transactions contemplated by the Arrangement Agreement; and

(v) against any action or proposal which would reasonably be expected to result in a breach of any covenant or other obligations of the Corporation in the Arrangement Agreement.

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2.3 Proxy

Each Shareholder hereby covenants and agrees in favour of the Parent that (i) no later than 5 calendar days prior to the date of the meeting of Corporation, the Shareholder shall duly and properly complete and cause forms of proxy or voting instruction forms, as applicable, (and the Shareholder shall name those individuals designated by the Corporation in the information circular as the proxyholder in any such proxy) in respect of all the Subject Securities which the Shareholder is entitled to vote at the meeting of the Corporation to be validly delivered to the Corporation (or as otherwise directed on such forms) (and if requested by the Parent, a copy of the executed proxy or voting instruction form provided to the Parent at the address listed in Section 5.8 thereof), to cause the Subject Shares which the Securityholder is entitled to vote at the meeting of the Corporation to be voted in accordance with, and as required by, this Agreement, and (ii) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless prior written consent from the Parent has been obtained or this Agreement is terminated pursuant to Article 4.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Shareholder

Each of the Shareholders hereby severally, and not jointly or jointly and severally, represents and warrants to the Purchaser and the Parent as follows, and acknowledges that the Purchaser and the Parent are relying upon such representations and warranties in entering into this Agreement:

(a) Incorporation. If such Shareholder is a corporation or other legal entity, such Shareholder is a subsisting corporation or other entity under the laws of its incorporating jurisdiction. Such Shareholder has all necessary power, authority and capacity and right to execute and deliver this Agreement and to carry out each of its obligations under this Agreement.

(b) Authorization. This Agreement has been duly authorized, executed and delivered by such Shareholder and constitutes a legal, valid and binding agreement enforceable against such Shareholder in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.

(c) Ownership of Subject Securities. Such Shareholder is the sole direct or indirect beneficial owner of the Subject Securities. Such Shareholder has good and marketable title to such Subject Securities, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever. Such Shareholder is not a party to, bound or affected by or subject to, any charter

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or by-law, contract, provision, statute, regulation, judgment, order, decree or law which would in any material respect be violated, contravened, breached by, or under which any material default would occur as a result of, the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.

(d) No Agreements. No person has or will have any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of such Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement.

(e) Voting. Other than pursuant to this Agreement, none of the Subject Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind.

(f) Consents. No consent, waiver, approval, authorization, exemption, registration, licence or declaration of or by, or filing with, or notification to any Governmental Authority which has not been made or obtained is required to be made or obtained by such Shareholder in connection with (i) the execution and delivery by such Shareholder and enforcement against such Shareholder of this Agreement, or (ii) the consummation of any transactions by such Shareholder provided for herein, except for, in either case, the filing of insider trading reports under applicable securities legislation.

(g) Legal Proceedings. There are no legal proceedings in progress or pending by or before any Governmental Authority or threatened against such Shareholder or any of its affiliates that would adversely affect in any manner the ability of such Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of such Shareholder to any of its Subject Securities and there is no judgment, decree or order against such Shareholder that would adversely affect in any manner the ability of such Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of such Shareholder to any of its Subject Securities.

(h) No Other Securities. The only securities of the Corporation that are beneficially owned or controlled, directly or indirectly, by such Shareholder are its Subject Securities and any Options and Warrants set out in Schedule A hereto, such Shareholder has no other agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by such Shareholder or transfer to such Shareholder of additional securities of the Corporation.

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3.2 Representations and Warranties of the Purchaser and the Parent

The Purchaser and the Parent hereby represent and warrant to each Shareholder as follows, and acknowledges that each Shareholder is relying upon such representations and warranties in entering into this Agreement:

(a) Power and Authority. It has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder;

(b) Authorization. The execution and delivery of this Agreement by it and the consummation by it of the transactions contemplated hereunder have been duly authorized and this Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding agreement enforceable against it in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought; and

(c) Consents. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Authority which has not been received or made is required in connection with the execution and delivery of this Agreement by it, except as provided in the Arrangement Agreement.

ARTICLE 4 TERMINATION

4.1 Automatic Termination

Unless extended by mutual agreement of the Shareholders and the Parent, this Agreement shall automatically terminate upon the earliest of:

(a) the termination of the Arrangement Agreement in accordance with its terms; or

(b) the Effective Time.

4.2 Agreement to Terminate

This Agreement may be terminated with respect to one or more Shareholders by a written instrument executed by each of the Parent and such Shareholder or Shareholders.

4.3 Effect of Termination

If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except, in the case of the covenants in Section 2.1(g) and Section 2.1(k), which shall survive indefinitely, in respect of a breach of the representations, warranties, obligations, terms or conditions of this Agreement

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which occurred prior to such termination in which case any party to this Agreement shall be entitled to pursue any and all remedies at law or equity which may be available to it.

ARTICLE 5

GENERAL

5.1 No Limit on Fiduciary Duty

Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(f) of this Agreement do not (i) restrict, limit or prohibit a Shareholder from exercising his or her fiduciary duties in his or her capacity as an officer or director of the Corporation, the Purchaser, or the Parent under applicable law, including taking any actions, or causing the Corporation to take any actions, consistent with Section 5.1.4 or Section 5.1.8 of the Arrangement Agreement, or (ii) require a Shareholder, in his or her capacity as a director or officer of the Corporation, the Purchaser or the Parent, to take any action in contravention of, or omit to take any action pursuant to, the exercise of their fiduciary duties as an officer or director of the Corporation, the Purchaser or the Parent, provided that such Shareholder shall immediately (and in any event within 24 hours) notify the Parent if such Shareholder does not comply with Sections 2.1(a), 2.1(b), 2.1(c) or 2.1(f) of this Agreement in reliance on this Section 5.1.

5.2 Further Assurances

Each party hereto shall, from time to time and at all times hereafter, at the request of any other party hereto, but without further consideration, do all such further acts, and execute and deliver all such further documents and instruments as may be reasonably required in order to fully perform and carry out the terms and intent thereof.

5.3 Disclosure

Each Shareholder hereby authorizes the Corporation and the Parent to publish and disclose in any announcement or disclosure required by applicable securities Laws and in any management information circular or proxy statement prepared in connection with the Arrangement such Shareholder’s identity and ownership of the Subject Securities and the nature of such Shareholder’s obligations under this Agreement.

5.4 Assignment

The provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns; provided, however, that a Shareholder may not assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Parent and any attempted assignment without such consent shall be null and void without effect; and provided, further, that the Purchaser and the Parent may assign its respective rights or obligations hereunder to any direct or indirect wholly-owned subsidiary of the Parent (or any successor thereto) without the prior written consent of the parties hereto.

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5.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein (without regard to conflict of laws principles).

5.6 Entire Agreement

This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement and understanding between and among the parties hereto with respect to the subject matter hereof and supersedes any prior agreement, representation or understanding with respect thereto.

5.7 Amendments

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the Parent and any affected Shareholder.

5.8 Notices

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given or made as of (i) the date delivered if delivered personally, or by facsimile or email, upon confirmation of receipt, (ii) the first Business Day following the date of dispatch if delivered by a recognized next day courier service, or (iii) the fifth (5th) Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(a) if to the Purchaser or the Parent:

c/o McEwen Inc.
150 King Street West
Suite 2800
Toronto, Ontario M5H 1J9

Attention: Robert R. McEwen, President and Chief Executive Officer
Email: notice@mcewenmining.com

with a copy (which shall not constitute notice) to:

Bennett Jones LLP
3400 One First Canadian Place, P.O. Box 130
Toronto, Ontario M5X 1A4

Attention: Jeffrey Kerbel
Email: kerbelj@bennettjones.com

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(b) if to the Shareholders, at the addresses shown on the attached Schedule A.

5.9 Specific Performance and other Equitable Rights

It is recognized and acknowledged that a material breach by any party of any obligations contained in this Agreement will cause the other party to sustain injury for which it would not have an adequate remedy at law for money damages. Accordingly, in the event of any such breach, any non-breaching party shall be entitled to the granting of the remedy of specific performance of its obligations and interlocutory, preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity.

5.10 Expenses

Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.

5.11 Independent Legal Advice

Each of the Shareholders hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this Agreement that they have either done so or waived their right to do so in connection with the entering into of this Agreement.

5.12 Severability

If any one or more of the provisions or parts thereof contained in this Agreement should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, such provisions or parts shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom and:

(a) the validity, legality or enforceability of the remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed; and

(b) the invalidity, illegality or unenforceability of any provision or part thereof contained in this Agreement in any jurisdiction shall not affect or impair such provision or part thereof or any other provisions of this Agreement in any other jurisdiction.

5.13 Time of Essence

Time shall be of the essence.

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5.14 Counterparts

This Agreement may be executed in counterparts, in original, facsimile or electronic form, each of which shall be deemed an original, and all of which together constitute one and the same instrument.

[Remainder of page intentionally left blank. Signature pages follow.]

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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

"Michael B. England"
Name: Michael B. England

"Donald Hoy"
Name: Donald Hoy

"John E. Hiner"
Name: John E. Hiner

"George Peter Mah"
Name: George Peter Mah

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"Jay Sujir"

Name: Jay Sujir

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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

MCEWEN INC.

Per: "Robert R. McEwen"
Name: Robert R. McEwen
Title: Chairman and CEO

TIMBERLINE RESOURCES CORPORATION

Per: "Robert R. McEwen"
Name: Robert R. McEwen
Title: President

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SCHEDULE A

| Beneficial Owner
(“Shareholder”) | Registered Owner | Number of Shares | Number of Options | Number of Warrants | Contact information
[Email addresses redacted.] |
| --- | --- | --- | --- | --- | --- |
| Michael B. England | England Communications Ltd. / Michael B. England | 4,612,000 | 1,100,000 | 500,000 | |
| Donald Hoy | | 400,000 | 900,000 | 400,000 | |
| John E. Hiner | | 0 | 550,000 | 0 | |
| George Peter Mah | | 14,000 | 550,000 | 0 | |
| Jay Sujir | J. Sujir Law Corporation | 1,100,000^{(1)} | 500,000 | Nil | |
| Leon Ho | | 100,000 | 0 | 100,000 | |

Note: Inclusive of 1,000,000 Corporation Shares issuable upon conversion of the convertible note dated August 29, 2025 in the principal amount of C$50,000.