McEwen Mining Inc. Files 8-K: Material Agreement

TL;DR

McEwen Mining just signed a big deal, filing an 8-K today.

AI Summary

McEwen Mining Inc. entered into a material definitive agreement on April 16, 2024, related to its financial statements and exhibits. The company, incorporated in Colorado, filed this 8-K report on April 18, 2024, with the SEC.

Why It Matters

This filing indicates a significant new agreement for McEwen Mining, which could impact its financial operations and future strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent business risks.

Key Players & Entities

• McEwen Mining Inc. (company) — Registrant
• April 16, 2024 (date) — Date of earliest event reported
• April 18, 2024 (date) — Date of report
• Colorado (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — f common stock of Timberline, par value $0.001 per share (each, a " Timberline Share "
• $400,000 — to pay the Company a termination fee of $400,000. The foregoing description of the Merg

Filing Documents

• tm2412108d1_8k.htm (8-K) — 50KB
• tm2412108d1_ex2-1.htm (EX-2.1) — 481KB
• tm2412108d1_ex99-1.htm (EX-99.1) — 81KB
• tm2412108d1_ex99-2.htm (EX-99.2) — 18KB
• tm2412108d1_ex99-3.htm (EX-99.3) — 26KB
• tm2412108d1_ex99-3img001.jpg (GRAPHIC) — 25KB
• tm2412108d1_ex99-3img002.jpg (GRAPHIC) — 14KB
• tm2412108d1_ex99-3img003.jpg (GRAPHIC) — 9KB
• 0001104659-24-048473.txt ( ) — 1036KB
• mux-20240416.xsd (EX-101.SCH) — 3KB
• mux-20240416_lab.xml (EX-101.LAB) — 33KB
• mux-20240416_pre.xml (EX-101.PRE) — 22KB
• tm2412108d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On April 16, 2024, McEwen Mining Inc. (the " Company " or " McEwen ") entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Timberline Resources Corporation, a Delaware corporation (" Timberline ") and Lookout Merger Sub, Inc., a Delaware corporation and direct subsidiary of McEwen (" Merger Sub "). The Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Timberline, with Timberline surviving and continuing as the surviving corporation as a direct, wholly owned subsidiary of McEwen (such transaction, the " Merger "). At the Effective Time (as such term is defined in the Merger Agreement), each outstanding share of common stock of Timberline, par value $0.001 per share (each, a " Timberline Share "), will be converted into the right to receive 0.01 (the " Exchange Ratio ") of a share of common stock of McEwen, no par value per share (each, a " Company Share "). Any stockholder of Timberline who would otherwise be entitled to receive a fraction of a Company Share pursuant to the Merger (after taking into account all the Timberline Shares held immediately prior to the Effective Time by such holder) shall have their holdings of Company Shares rounded up to the nearest whole share. Pursuant to the Merger Agreement, at the Effective Time: (i) each option to acquire Timberline Shares (each, a " Timberline Option ") outstanding immediately prior to the Effective Time, whether vested or unvested, shall be cancelled and deemed to be fully vested and converted into such number of Timberline Shares equal to (A) the excess, if any, of (1) the volume weighted average price of a Timberline Share for the five trading days ending on, and including, the third trading day immediately preceding the Effective Time over (2) the per share exercise price of such Timberline Option, multiplied by

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On April 16, 2024, the Company issued a press release relating to its entry into the Merger Agreement. A copy of the press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K. The information furnished under this Item 7.01, including the referenced exhibit, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . The following exhibits are furnished or filed with this report, as applicable: Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of April 16, 2024, by and among McEwen Mining Inc., Lookout Merger Sub, Inc. and Timberline Resources Corporation. 99.1 Form of Voting and Support Agreement 99.2** Promissory Note by Timberline Resources Corporation in favor of McEwen Mining Inc., dated as of April 16, 2024 99.3 Press release issued by the Company, dated April 16, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 for any exhibits or schedules so furnished. **Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request. Important Information for Investors and Stockholders This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the potential transaction, the Company expects to file a registration statement on Form S-4 with the SEC containing a preliminary prospectus of the Company that also constitutes a preliminar

SIGNATURES

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: April 17, 2024 By: /s/ Carmen Diges Carmen Diges General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR