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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

Date of Report (Date of earliest event reported):  November 19, 2019

 

McEWEN MINING INC.

(Exact name of registrant as specified in its charter)

 

Colorado
(State or other jurisdiction of
incorporation or organization)
  001-33190
(Commission File
Number)
  84-0796160
(I.R.S. Employer
Identification No.)

 

150 King Street West, Suite 2800

Toronto, Ontario, Canada  M5H 1J9

(Address of principal executive offices)  (Zip Code)

 

Registrant’s telephone number including area code:  (866) 441-0690

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   MUX   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 8.01 Other Events

 

On November 19, 2019, McEwen Mining Inc. (the “Company”) issued a press release announcing a proposed offering of its common stock and warrants to purchase its common stock. A copy of the press release dated November 19, 2019 is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

 

In connection with the offering, the Company is filing as Exhibits 23.1 and 23.2 hereto updated consents of certain mining consultants. Such consents are incorporated by reference into the Company’s registration statement on Form S-3, File No. 333-224476, along with the other registration statements named in the consents.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are filed with this report:

 

  23.1 Consent of Independent Mining Consultants, Inc.
     
  23.2 Consent of P&E Mining Consultants Inc.
     
  99.1 Press Release dated November 19, 2019
     
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

  2  

 

SIGNATURE

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  McEWEN MINING INC.
   
   
Date: November 19, 2019 By: /s/ Carmen Diges
    Carmen Diges, General Counsel

 

  3  

 

Exhibit 23.1

 

INDEPENDENT

MINING CONSULTANTS, INC.

3560 E. Gas Road
Tucson, Arizona 85714 USA
Tel: (520) 294-9861 Fax: (520) 294-9865
jmcnaughton@imctucson.com

 

November 19, 2019

 

RE:          CONSENT OF INDEPENDENT MINING CONSULTANTS, INC.

 

We hereby consent to the incorporation by reference into the following Registration Statements, including any amendments thereto and any related prospectuses (together, the “Registration Statements”) filed by McEwen Mining Inc. with the Securities and Exchange Commission, of the reserve estimates for the Gold Bar Project, Eureka County, Nevada, disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2018: (i) registration statement on Form S-3 (File No. 333-224476); (ii) registration statement on Form S-4 (File No. 333-226858); and (iii) registration statements on Form S-8 (File Nos. 333-144563, 333-144569, 333-112269, 333-179143, 333-179144, 333-204693, and 333-222609). We further consent to the use of the name Independent Mining Consultants Inc. in the Registration Statements and in the Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as well as to the reference to our firm as experts in the Registration Statements.

 

 

/s/ Joseph S. C. McNaughton  
Independent Mining Consultants, Inc.  
   
November 19, 2019  

 

 

 

 

 

 

 

 

 

 

 

  INDEPENDENT
  MINING CONSULTANTS, INC.

 

 

EXHIBIT 23.2

 

 

 

 

201 County Court Blvd., Suite 401 Brampton, Ontario, L6W 4L2

Ph: 905-595-0575 Fax: 905-595-0578 

 

Consent of P&E Mining Consultants Inc.

 

I hereby consent to the incorporation by reference into the following Registration Statements, including any amendments thereto and any related prospectuses (together, the “Registration Statements”) filed by McEwen Mining Inc. with the Securities and Exchange Commission, of the information contained in the Technical Report dated February 7, 2019 prepared by Hochschild and audited by P&E Mining Consultants Inc. concluding that the reserve estimates for the San José mine prepared by Hochschild at December 31, 2017 provide a reliable estimation of reserves in accordance with the standards of the Joint Ore Reserve Committee of the Australian Institute of Mining and Metallurgy (“JORC”), NI 43-101, the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) best practices and Industry Guide 7: (i) Registration Statement on Form S-3 (File No. 333-224476); (ii) Registration Statement on Form S-4 (File No. 333-226858); and (iii) Registration Statements on Form S-8 (File Nos. 333-144563, 333-144569, 333-112269, 333-179143, 333-179144, 333-204693, and 333-222609). I further consent to the use of the name P&E Mining Consultants Inc. in the Registration Statements and in the Annual Report on Form 10-K of McEwen Mining Inc. for the year ended December 31, 2018, as well as the reference to my firm as experts in the Registration Statements.

 

/s/ Eugene Puritch  
Eugene Puritch, P.Eng., FEC, CET  
President  
   
November 19, 2019  

 

 

EXHIBIT 99.1

 

 

 

MCEWEN MINING ANNOUNCES PROPOSED PUBLIC OFFERING

 

TORONTO, November 19, 2019 - McEwen Mining Inc. (the “Company” or “McEwen”) (NYSE: MUX) (TSX: MUX) today announced its intention to offer shares of its common stock and warrants to purchase its common stock in a registered underwritten public offering, subject to market and other conditions. McEwen Mining also expects to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of common stock and warrants sold in the public offering.

 

The Company intends to use the net proceeds from the offering for advancing its current mining projects and exploration prospects, for additional operating capital and for general working capital purposes.

 

Roth Capital Partners and Cantor Fitzgerald Canada Corporation are acting as joint book-running managers for the offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

 

The securities described above are being offered pursuant to a registration statement on Form S-3 (File No. 333-224476) that was filed in the United States with the Securities and Exchange Commission (the "SEC" and declared effective on July 6, 2018 and in Canada. McEwen will file a preliminary prospectus supplement, with the Securities and Exchange Commission (the “SEC”) and file a Canadian preliminary prospectus supplement under the “Northbound” multi-jurisdictional disclosure system with securities regulatory authorities in each of the provinces of Canada other than Quebec for the offerings to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and the accompanying prospectus and other documents the issuer has filed with the SEC and Canadian securities regulators for more complete information about the issuer and these offerings. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov or by visiting the SEDAR website at www.sedar.com. Copies of the preliminary prospectus supplement and the accompanying prospectus related to the Offering, when filed, may also be obtained in the U.S. by contacting Roth Capital Partners, LLC, 888 San Clemente Drive, Newport Beach, CA 92660, Attn: Prospectus Department by calling (800) 678-9147 or in Canada by contacting Cantor Fitzgerald Canada Corporation, Attention: Equity Capital Markets, 181 University Avenue, Suite 1500, Toronto, ON, M5H 3M7 by emailing ecmcanada@cantor.com or in the U.S. by contacting Cantor Fitzgerald & Co., Attn: Capital Markets, 499 Park Avenue, 6th Floor, New York, NY 10022 by emailing prospectus@cantor.com.

 

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

 

ABOUT MCEWEN MINING

 

McEwen Mining is a diversified gold and silver producer and explorer with operating mines in Nevada, Canada, Mexico and Argentina. It also owns a large copper deposit in Argentina. McEwen’s goal is to create a profitable gold and silver producer focused in the Americas.

 

McEwen has approximately 362.5 million shares outstanding. Rob McEwen, Chairman and Chief Owner, owns 22% of the shares.

 

 

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

 

This news release and the related prospectuses and documents incorporated by reference therein contain certain forward-looking statements and information, including "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements and information expressed, as at the date of this news release, the Company's estimates, forecasts, projections, expectations or beliefs as to future events and results. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, risks and contingencies, and there can be no assurance that such statements and information will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements and information. Risks and uncertainties that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking statements and information include, but are not limited to, factors associated with fluctuations in the market price of precious metals, mining industry risks, political, economic, social and security risks associated with foreign operations, the ability of the corporation to receive or receive in a timely manner permits or other approvals required in connection with operations, risks associated with the construction of mining operations and commencement of production and the projected costs thereof, risks related to litigation, the state of the capital markets, environmental risks and hazards, uncertainty as to calculation of mineral resources and reserves, and other risks. The Company’s dividend policy will be reviewed periodically by the Board of Directors and is subject to change based on certain factors such as the capital needs of the Company and its future operating results. Readers should not place undue reliance on forward-looking statements or information included herein, which speak only as of the date hereof, or included in the related prospectuses and documents incorporated by reference therein, which speak only as of the date hereof. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. See the prospectuses and documents incorporated by reference therein, including in the McEwen Mining's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as amended, and other filings with the Securities and Exchange Commission, under the caption “Risk Factors”, for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information regarding the Company. All forward-looking statements and information made in this news release and the related prospectuses and documents incorporated by reference therein are qualified by this cautionary statement.

 

The NYSE and TSX have not reviewed and do not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by management of McEwen Mining Inc.

 

  CONTACT INFORMATION:  
     
  Investor Relations: 150 King Street
  (866)-441-0690 Toll Free West Suite 2800,
  (647)-258-0395 P.O. Box 24
    Toronto, ON, Canada M5H 1J9
  Christina McCarthy ext. 390  
  Mihaela Iancu ext. 320  
     
  info@mcewenmining.com