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 27, 2018
McEWEN MINING INC.
(Exact name of registrant as specified in its charter)
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Colorado
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001-33190
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84-0796160
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150 King Street, 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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. o
Item 1.01 Entry into a Material Definitive Agreement.
On November 27, 2018, Compañia Minera Pangea, S.A. de C.V. (“CMP”), a wholly-owned subsidiary of McEwen Mining Inc. (the “Company”), entered into a first amendment (the “First Amendment”) to that certain line of credit agreement (“Original Line of Credit”) between CMP and Banco Nacional de Comercio Exterior, S.N.C., a Mexican federal development banking institution (“Bancomext”), dated November 30, 2017. The Company disclosed the Original Line of Credit in its Current Report on Form 8-K, filed with the SEC on December 4, 2017.
The First Amendment extends the maturity date of the Original Line of Credit until December 1, 2019 and provides for certain environmental covenants of CMP. Except as modified by the First Amendment, the terms and conditions of the Original Line of Credit remain in full force and effect.
The description of the First Amendment in this report is a summary only and is qualified in its entirety by the terms of the First Amendment, an English summary of which is filed herewith as Exhibit 10.1 and is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed or furnished with this report:
10.1 English summary of First Amendment to Line of Credit Agreement, dated November 27, 2018
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.
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McEWEN MINING INC. |
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Date: December 3, 2018 |
By: |
/s/ Andrew Elinesky |
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Andrew Elinesky, Senior Vice President and Chief Financial Officer |
English Summary of the First Amendment (“First Amendment”), dated and finalized November 27, 2018, to the Line of Credit Agreement (“Original Line of Credit”), dated and finalized November 30, 2017, between Banco Nacional de Comercio Exterior, S.N.C. a Mexican federal development banking institution (“Bancomext”) and Compañia Minera Pangea S.A. de C.V. (“CMP”).
Parties to the First Amendment : Bancomext and CMP.
Subject Matter of the First Amendment : Bancomext and CMP agreed to modified the following provisions of the Line of Credit:
Advances : The Line of Credit will be available for withdrawals for one (1) year beginning from December 1 st , 2018.
Affirmative and Negative Covenants : The following environmental covenants were added:
· CMP must deliver to Bancomext, on an annual basis, a letter confirming its legal status and an update of any environmental and social fines and penalties it has received.
· CMP must submit to Bancomext, on an annual basis, a perimeter noise study.
· CMP must deliver to Bancomext, on annual basis, a copy of the acknowledgment of the determination of the risk rate related to work insurance presented before the Mexican Social Insurance Institute (Instituto Mexicano del Seguro Social). The due date for this delivery is within the first fifteen (15) working days of March of each year.
· CMP must deliver to Bancomext, on annual basis, a copy of the acknowledgment of receipt of the Annual Operation License (Cedula de Operacion Anual), presented before the Environmental and Natural Resources Secretary (Secretaria de Medio Ambiente y Recursos Naturales or “SEMARNAT”). The due date for this delivery is within the first fifteen (15) working days of July of each year.
· CMP must submit to Bancomext, on annual basis, a copy of its registration, before SEMARNAT, as a generator of special residues and hazardous material.
· If CMP exceeds 25,000 tons of CO2 equivalent emissions, CMP must solicit a verification executed by an entity accredited by the Report of Corporate Inventory of Compound Emissions and Greenhouse Gases (Reporte de Inventario Corporativo de Emisiones de Compuestos y Gases de Efecto Invernadero). Such verification must then be filed with SEMARNAT. CMP must deliver to Bancomext an acknowledgment of receipt from SEMARNAT.
· CMP must submit to Bancomext, on annual basis, a copy of its valid Unique Environmental License.
· CMP must submit to Bancomext, on an annual basis, a copy of the acknowledgment of receipt of its compliance reports related to compliance with resolutions SGPARN/247/01-
631, SG/145/2.1.1/0378/17, and SG/145/2.1/0428/16, which regulate the environmental impact authorization, and the change of use of forest lands.
· CMP must deliver to Bancomext, on an annual basis, a memo describing any progress in the implementation of programs and social benefits intended to improve the living conditions of the population living within the communities around the mine site.
Except for the foregoing amendments, all other provisions of the Original Line of Credit remain in full force and effect.