McEwen Mining Inc. (Form: 8-K, Received: 02/06/2025 17:25:09)

falseMcEwen Mining Inc.000031420300003142032025-02-062025-02-06

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): February 6, 2025

McEWEN MINING INC.

(Exact name of registrant as specified in its charter)

Colorado		001-33190		84-0796160
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS 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

(Former name or former address, if changed since last report)

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		NYSE

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 1.01. Entry into a Material Definitive Agreement.

On January 31, 2025, McEwen Mining Inc. (the “Company”) entered into an Amendment No. 1 (the “Amendment”) to its Third Amended and Restated Credit Agreement, dated as of May 19, 2023 (the Credit Agreement”), between the Company, as borrower, the lenders from time to time party thereto and Evanachan Limited as administrative agent. The Amendment (i) extends the credit facility maturity date from August 31, 2026 to August 31, 2028, and (ii) extends the commencement date for monthly mandatory repayments of drawn principal from January 31, 2025 to January 31, 2027, and (iii) permits the Company to incur up to $110 million principal amount of unsecured convertible senior notes due 2030 pursuant to the Offering (as defined below). As consideration for the Amendment, the Company has agreed to issue to the Lender (as defined in the Credit Agreement) or as the Lender may direct, that number of common shares calculated on the basis of the 30 (thirty) day value weighted trading average of the common stock of the Company on the New York Stock Exchange that is equal to 2% (two per cent) of the principal amount of the loan outstanding on March 31, 2025.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment attached as Exhibit 10.1 hereto, and is incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition.

On February 6, 2025, the Company announced its intention to offer, subject to market conditions and other factors, $85 million aggregate principal amount of convertible senior notes due 2030 (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Offering”). In connection with the Offering, the Company provided the disclosure attached as Exhibit 99.1 to this Current Report on Form 8-K for the purpose of supplementing and updating disclosures contained in the Company’s prior filings with the Securities and Exchange Commission (the “SEC”), which includes certain preliminary unaudited financial information of the Company as of December 31, 2024. Such disclosure is furnished under the heading “Select Estimated Preliminary Unaudited Financial Information as of December 31, 2024” in Exhibit 99.1 to this Current Report on Form 8-K.

The preliminary unaudited financial information presented is an estimate based on information available to management as of the date of this Current Report on Form 8-K, have not been reviewed or audited by the Company’s independent registered accounting firm, and are subject to change. It is possible that the final results may differ from the preliminary unaudited information provided, including differences due to the completion of the financial closing procedures and/or the annual audit process; changes in facts, circumstances and/or assumptions and/or developments in the interim. The preliminary unaudited financial information does not present all information necessary for a complete understanding of the Company’s results as of December 31, 2024 and should not be viewed as a substitute for full financial statements prepared in accordance with GAAP.

Item 7.01. Regulation FD Disclosure.

On February 6, 2025, the Company announced the Offering. In connection with the Offering, the Company expects to grant to the initial purchasers of the Notes an option to purchase, for settlement within a 13-day period from the date of initial issuance of the Notes, up to an additional $15 million aggregate principal amount of Notes. The Company is disclosing under Item 7.01 of this Current Report on Form 8-K the information contained in Exhibit 99.1, which information is incorporated by reference herein. The information contained in Exhibit 99.1 is excerpted from a preliminary offering memorandum that is being disseminated in connection with the Offering.

Neither this Current Report on Form 8-K nor the information filed as Exhibit 99.1 hereto constitutes an offer to sell or a solicitation of an offer to buy the Notes, any shares of the Company’s common stock issuable upon conversion of the Notes, or any other securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Any offer of the Notes will be made only by means of a private offering memorandum.

The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

On February 6, 2025, the Company issued a press release announcing the Offering. The Company also announced it intends to use the net proceeds from the Offering (including any additional proceeds resulting from the exercise by the initial purchasers of their option to purchase the additional Notes) (i) to pay the cost of the capped call transactions, (ii) to repay approximately $20 million of the outstanding amount under the Company’s existing credit agreement and (iii) the remainder of the net proceeds for general corporate purposes. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Neither this Current Report on Form 8-K nor the press release filed as Exhibit 99.2 hereto constitutes an offer to sell or a solicitation of an offer to buy the Notes, any shares of the Company’s common stock issuable upon conversion of the Notes, or any other securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Any offer of the Notes will be made only by means of a private offering memorandum.

The Company is including the following risk factor disclosure in connection with the Offering to supplement those discussed under the heading “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 15, 2024, as amended, and subsequent reports filed with the SEC. The risk factor below should be read with the other risk factors described in the Company’s prior public filings.

Tariffs and the imposition of other restrictions on trade could adversely affect our business.

The U.S. federal government has made changes to the U.S. trade policy, including entering into a successor to the North American Free Trade Agreement (“NAFTA”), known as the United States-Mexico-Canada Agreement (“USMCA”), effective as of July 1, 2020. In addition, the U.S. federal government has implemented tariffs on certain foreign goods and may implement additional tariffs on foreign goods. On February 1, 2025, the U.S. President issued an executive order imposing a 25% tariff on imports from Mexico and Canada into the United States. On February 3 the implementation of the tariffs was paused and the effective date has been delayed for one month. As we currently have mining operations in the United States, these tariffs would have the effect of increasing the costs of our inputs from Mexico and Canada used in our operations, such a supplies, equipment and machinery. Additionally, the Canadian and Mexican governments have indicated their intention to impose retaliatory tariffs on imports from the United States, which would have a similar effect on U.S. goods imported for use at our Mexican and Canadian operations. Such tariffs and any further legislation or actions taken by the U.S. federal government that restrict trade, such as additional tariffs, trade barriers, and other protectionist or retaliatory measures taken by governments in Canada, Mexico, Europe, Asia, and other countries, could adversely impact the cost of our products and the components and raw materials that go into making them. These increased costs could adversely impact the gross margin that we earn on our products, which could make our business less competitive. Countries may also adopt other protectionist measures that could limit our ability to offer our products and services either in response to the U.S. government’s imposition of tariffs or otherwise. The ultimate impact of any tariffs, including any related responses, are uncertain and will depend on various factors, including if any tariffs are ultimately implemented, the timing of implementation, and the amount, scope, and nature of the tariffs. Any or all of these actions could adversely affect our business, financial condition, cash flows as well as the value of the notes offered hereby and/or the underlying common stock.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits. The following exhibits are furnished or filed with this Report, as applicable:

10.1	Amendment No. 1 to Third Amended and Restated Credit Agreement

99.1	Excerpts from Preliminary Offering Memorandum.

99.2	Press Release, dated February 6, 2025.

104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101)

Cautionary Statement

With the exception of historical matters, the matters discussed in the press release include forward-looking statements within the meaning of applicable securities laws that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained therein. These forward-looking statements include statements regarding the anticipated terms of the Notes being offered, the completion, timing and size of the Offering, the intended use of net proceeds from the Offering, and the anticipated terms of, and the effects of entering into, the capped call transactions described in the press release and the actions of the option counterparties and their respective affiliates. 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. Among the important factors that the Company thinks could cause its actual results to differ materially from those expressed in or contemplated by the forward-looking statements include risks related to or associated with whether the Company will consummate the Offering on the expected terms, or at all, whether the Company will enter into the capped call transactions, the terms thereof and whether the capped call transactions become effective, market conditions, including market interest rates, the trading price and volatility of the Company’s common stock and risks relating to the Company’s business, including those described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in the Company’s subsequent filings under the Securities Exchange Act of 1934, as amended. All forward-looking statements and information made in this news release are qualified by this cautionary statement. Most of these factors are beyond the Company’s ability to predict or control. The Company disclaims any obligation to update any forward-looking statement made in the press release, whether as a result of new information, future events, or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	McEWEN MINING INC.

Date: February 6, 2025	By:	/s/ Carmen Diges
		Carmen Diges, General Counsel

Exhibit 10.1

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

among

MCEWEN MINING INC. (as Borrower)

and

THE LENDERS FROM TIME TO TIME PARTY TO THIS AGREEMENT (as Lenders)

and

EVANACHAN LIMITED (as Administrative Agent)

dated as of

JANUARY 31, 2025

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment No. 1 to the Third Amended and Restated Credit Agreement is dated as of January 31, 2025

BETWEEN:

MCEWEN MINING INC.

as Borrower

- and -

THE LENDERS FROM TIME TO TIME PARTY TO THIS AGREEMENT

as Lenders

- and -

EVANACHAN LIMITED

as Administrative Agent

RECITALS

WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent are parties to the third amended and restated credit agreement dated as of May 19, 2023 (the “Third Amended and Restated Credit Agreement”), pursuant to which the Lenders provided certain credit facilities in favour of the Borrower on the terms and conditions set forth in the Third Amended and Restated Credit Agreement;

AND WHEREAS, the parties wish to amend certain terms and conditions of the Third Amended and Restated Credit Agreement, without novation, as more particularly set out in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I – AMENDMENTS

Section 1.01 Definition – Credit Facility Maturity Date.

The definition of “Credit Facility Maturity Date” in Section 1.01 of the Third Amended and Restated Credit Agreement is hereby amended by replacing “2026” with “2028”.

Section 1.02 Definition – Permitted Debt.

The definition of “Permitted Debt” in Section 1.01 of the Third Amended and Restated Credit Agreement is hereby amended by deleting subsections (m) and (n) thereof and replacing the same with the following:

“(m) Guarantee Obligations incurred in the ordinary course of business by any Group Entity of obligations of any other Group Entity that are permitted under this Agreement;

(n) up to $110 million principal amount of unsecured convertible senior notes due 2030, substantially on the terms set out in the purchase agreement to be entered into on or around February 7, 2025 between Cantor Fitzgerald & Co. as representative of the several purchasers listed in schedule 1 of that agreement and the Borrower; and

(o) any other Debt of the Loan Parties permitted in writing by the Agent, acting on instructions of the Required Lenders.”

Section 1.03 Mandatory Repayment.

The reference to “January 31, 2025” in the first line of Section 3.01 of the Third Amended and Restated Credit Agreement is hereby deleted and replaced with “January 31, 2027”.

Section 1.04 Changes in Capital Structure.

The following language is inserted in Section 11.04 of the Third Amended and Restated Credit Agreement after the word “Party” in the first line of that section:

“(other than pursuant to subsection (n) of the definition of “Permitted Debt”)”.

ARTICLE II - CONSIDERATION

Section 2.01 Additional Payment.

As consideration for the amendments to the Third Amended and Restated Credit Agreement provided for in this Agreement, the Borrower shall issue to the Lender or as the Lender may direct, that number of common shares calculated on the basis of the 30 (thirty) day value weighted trading average of the common stock of the Borrower on the New York Stock Exchange that is equal to 2% (two per cent) of the principal amount of the Loan outstanding on March 31, 2025. Such payment shall be made within 5 (five) Business Days of March 31, 2025. The Lender acknowledges and agrees that such common stock shall bear customary restrictions on transfer in Canada and the United States and that no other or further consideration shall be paid in respect of this Agreement.

ARTICLE III - GENERAL

Section 3.01 Notices.

Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be made in writing and mailed by certified or registered mail, delivered by hand or overnight courier service or e-mail address, as the case may be specified beside each party’s signature on the signature page hereto. Notices mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when received. Unless the Lender specifies otherwise: (i) notices and other communications sent by email shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgment); provided that, if such notice, email or other communication is not sent during the recipient’s normal business hours, such notice, email or communication shall be deemed to have been sent at the recipient’s opening of business on the next Business Day; and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its email address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

Section 3.02 Capitalized Terms.

All capitalized terms not otherwise defined in this Agreement shall have their respective means accorded them in the Third Amended and Restated Credit Agreement.

Section 3.03 No Other Amendments.

Other than as set out herein, all other terms of the Third Amended and Restated Credit Agreement continue in full force, unamended as of the date hereof.

Section 3.04 Counterparts; Effectiveness.

This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

Section 3.05 Severability.

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision thereof or invalidate or render unenforceable such term or provision in any other jurisdiction.

Section 3.06 Governing Law; Jurisdiction.

This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby and thereby 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 any choice or conflict of laws principles. The parties hereto irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario.

Section 3.07 Time of the Essence.

Time is of the essence of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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

BORROWER:	MCEWEN MINING INC., as Borrower

McEwen Mining Inc. 150 King St. W #2800 Toronto, ON M5H 1J9 Attention: Carmen Diges, General Counsel Facsimile: (647) 258-0408 E-mail: notices@mcewenmining.com	By: /s/ Perry Y. Ing Name: Perry Y. Ing Title: Chief Financial Officer

Acknowledged and accepted by the Guarantors set out below:

GUARANTORS:	10393444 CANADA INC., as Guarantor
150 King St. W #2800 Toronto, ON M5H 1J9 Attention: Carmen Diges, General Counsel Facsimile: (647) 258-0408 E-mail: notices@mcewenmining.com	By: /s/ Perry Y. Ing Name: Perry Y. Ing Title: Chief Financial Officer

	MCEWEN MINING NEVADA INC., as Guarantor

	By: /s/Perry Y. Ing Name: Perry Y. Ing Title: Chief Financial Officer

	GOLDEN PICK LLC, by its Manager, ROBERT MCEWEN, as Guarantor

	By: /s/ Robert McEwen Name: Robert McEwen Title: Manager

	WKGUS LLC, by its Manager, ROBERT MCEWEN, as Guarantor

	By: /s/ Robert McEwen Name: Robert McEwen Title: Manager

	GOLD BAR ENTERPRISES LLC, by its Manager, ROBERT MCEWEN as Guarantor

	By: /s/ Robert McEwen Name: Robert McEwen Title: Manager

AGENT:	EVANACHAN LIMITED, as Agent

Evanachan Limited c/o Mr. Robert McEwen 150 King St. W #2800 Toronto, ON M5H 1J9 Attention: Robert McEwen Facsimile: (647) 258-0408 E-mail: rob@mcewenmining.com	By: /s/ Robert McEwen  Name: Robert McEwen Title: President

LENDERS:

Evanachan Limited c/o Mr. Robert McEwen 150 King St. W #2800 Toronto, ON M5H 1J9 Attention: Robert McEwen Facsimile: (647) 258-0408 E-mail: rob@mcewenmining.com	EVANACHAN LIMITED, as a Lender By: /s/ Robert McEwen Name: Robert McEwen Title: President

Exhibit 99.1

Excerpts from Preliminary Offering Memorandum

Recent Developments

Select Estimated Preliminary Unaudited Financial Information as of December 31, 2024

Our audited financial statements for the year ended December 31, 2024 are not yet available, however, we currently estimate that our cash balance as of December 31, 2024 was approximately $13.7 million. The foregoing estimated year-end cash balance is preliminary and subject to change. Our estimated year-end cash balance is based on the information available to us as of the date of this offering memorandum and may be adjusted or may differ materially from our actual results as a result of, among other things, completion of customary annual audit procedures. Accordingly, you should not place undue reliance on this preliminary data. See the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for additional information regarding factors that could result in differences between our preliminary estimated year-end cash balance and the actual year-end cash balance and other financial results that we will report for the year ended December 31, 2024.

The foregoing estimated year-end cash balance has been prepared by, and is the responsibility of, management. Our independent registered public accounting firm, Ernst & Young LLP, has not audited, reviewed, compiled or performed any procedures with respect to our estimated year-end cash balance. Accordingly, our independent registered public accounting firm does not express an opinion or any other form of assurance with respect thereto.

Exhibit 99.2

McEwen Mining Inc. Announces Proposed Offering of $85 Million of Convertible Senior Notes

TORONTO, February 6, 2025 -- McEwen Mining Inc. (NYSE: MUX) (TSX: MUX) (the “Company”) today announced its intention to offer, subject to market conditions and other factors, $85 million aggregate principal amount of convertible senior notes due 2030 (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the offering, the Company expects to grant to the initial purchaser of the Notes an option to purchase, for settlement within a 13-day period from the date of initial issuance of the Notes, up to an additional $15 million aggregate principal amount of Notes.

The Notes will be senior, unsecured obligations of the Company. Interest on the Notes will be payable semi-annually in arrears. The Notes will be convertible into cash, the Company’s common stock, or a combination thereof, at the election of the Company. Final terms of the Notes, including the interest rate, the initial conversion rate, repurchase or redemption rights and other terms, will be determined at the time of pricing.

The Company intends to use the net proceeds from the offering (including any additional proceeds resulting from the exercise by the initial purchaser of its option to purchase the additional Notes) to pay the cost of capped call overlay, to repay approximately $20 million of the outstanding borrowings under the Company’s existing credit agreement, and the remainder for general corporate purposes.

In connection with the pricing of the Notes, the Company expects to enter into privately negotiated capped call transactions with certain financial institutions (the “Option Counterparties”). The capped call transactions will cover, subject to customary adjustments substantially similar to those applicable to the Notes, the number of shares of the Company’s common stock initially underlying the Notes. The capped call transactions are generally expected to reduce the potential dilution to the Company’s common stock upon any conversion of the Notes or, at the Company’s election (subject to certain conditions), offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchaser of the Notes exercises its option to purchase the additional Notes, the Company expects to use a portion of the proceeds from the sale of the additional Notes to enter into additional capped call transactions with the Option Counterparties.

In connection with establishing their initial hedges of the capped call transactions, the Company expects the Option Counterparties or their respective affiliates will enter into various derivative transactions with respect to the Company’s common stock and/or purchase shares of the Company’s common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Company’s common stock or the Notes at that time.

In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Company’s common stock and/or purchasing or selling shares of the Company’s common stock or other securities of the Company in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so during the relevant valuation period under the capped call transactions, which is scheduled to occur during a 45 day trading day period commencing on the 46th trading day prior to the maturity date of the Notes, or, to the extent the Company exercises the relevant election under the capped call transactions, following any repurchase, redemption or early conversion of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of the Company’s common stock or the Notes, which could affect the ability of noteholders to convert the Notes, and, to the extent the activity occurs during any observation period related to a conversion of the Notes, it could affect the number of shares of common stock, if any, and value of the consideration that noteholders will receive upon conversion of the Notes.

The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. The offer and sale of the Notes and any shares of the Company’s common stock issuable upon conversion of the Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and, unless so registered, such Notes and shares may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

The Company is an “Eligible Interlisted Issuer” as such term is defined in the TSX Company Manual. As an Eligible Interlisted Issuer, the Company has relied on an exemption pursuant to Section 602.1 of the TSX Company Manual, the effect of which is that the Company was not required to comply with certain requirements relating to the issuance of securities in connection with the transaction.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This news release contains 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 of the date of this news release, are the Company’s estimates, forecasts, projections, expectations, or beliefs as to future events and results. These forward-looking statements include statements regarding the anticipated terms of the Notes being offered, the completion, timing and size of the proposed offering, the intended use of net proceeds from the offering, and the anticipated terms of, and the effects of entering into, the capped call transactions described above and the actions of the Option Counterparties and their respective affiliates. 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. Among the important factors that the Company thinks could cause its actual results to differ materially from those expressed in or contemplated by the forward-looking statements include risks related to or associated with whether the Company will consummate the offering on the expected terms, or at all, whether the Company will enter into the capped call transactions, the terms thereof and whether the capped call transactions become effective, market conditions, including market interest rates, the trading price and volatility of the Company’s common shares and risks relating to the Company’s business, including those described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31^st, 2023 and in the Company’s subsequent filings under the Securities Exchange Act of 1934, as amended. All forward-looking statements and information made in this news release 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 the management of McEwen Mining Inc.

CONTACT INFORMATION

150 King Street West

Suite 2800, PO Box 24

Toronto, ON, Canada

M5H 1J9

RELATIONSHIP WITH INVESTORS:

(866)-441-0690 - Toll free line

(647)-258-0395

Mihaela Iancu ext. 320

info@mcewenmining.com