McEwen Mining Inc. Files 8-K: Material Agreement

TL;DR

McEwen Mining signed a big deal on May 28th. 8-K filed.

AI Summary

McEwen Mining Inc. entered into a material definitive agreement on May 28, 2024. The filing also includes Regulation FD disclosures and financial statements and exhibits. The company is incorporated in Colorado and headquartered in Toronto, Ontario.

Why It Matters

This 8-K filing indicates a significant new agreement for McEwen Mining, which could impact its operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that require further analysis.

Key Players & Entities

• McEwen Mining Inc. (company) — Registrant
• May 28, 2024 (date) — Date of earliest event reported
• Colorado (jurisdiction) — State of incorporation
• Toronto, Ontario, Canada (location) — Principal executive address

FAQ

Key Financial Figures

• $110,000 — ection with the Offering, not to exceed $110,000. Proceeds to the Company after deductin
• $20.9 million — t fees are expected to be approximately $20.9 million. The shares of Common Stock sold in th
• $15.56 — w-through common shares at a price of US$15.56 per share and the issuance and sale of
• $13.49 — w-through common shares at a price of US$13.49 per share. We will enter into a subscr

Filing Documents

• ny20029030x3_8k.htm (8-K) — 33KB
• ny20029030x3_ex10-1.htm (EX-10.1) — 329KB
• ny20029030x3_ex99-1.htm (EX-99.1) — 19KB
• ny20029303x3_ex99-1img01.jpg (GRAPHIC) — 9KB
• ny20029303x3_ex99-1img02.jpg (GRAPHIC) — 3KB
• ny20029303x3_ex99-1img03.jpg (GRAPHIC) — 142KB
• ny20029303x3_ex99-1img04.jpg (GRAPHIC) — 139KB
• ny20029303x3_ex99-1img05.jpg (GRAPHIC) — 143KB
• 0001140361-24-028391.txt ( ) — 1184KB
• mux-20240528.xsd (EX-101.SCH) — 4KB
• mux-20240528_lab.xml (EX-101.LAB) — 21KB
• mux-20240528_pre.xml (EX-101.PRE) — 16KB
• ny20029030x3_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On May 28, 2024, McEwen Mining Inc. (the "Company") entered into a placement agency agreement (the "Placement Agency Agreement") with Cantor Fitzgerald Canada Corporation, Cantor Fitzgerald & Co., A.G.P./Alliance Global Partners, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC (together, the "Co-Placement Agents"), pursuant to which the Co-Placement Agents agreed to serve as exclusive placement agents for the issuance and sale of 1,533,000 shares of common stock, no par value (the "Shares"), of the Company (the "Offering"). Pursuant to the terms and conditions of the Placement Agency Agreement, the Company agreed to pay the Co-Placement Agents a cash fee equal to 5.0% of the gross proceeds from the Offering and to reimburse the Co-Placement Agents for certain legal and other expenses in connection with the Offering, not to exceed $110,000. Proceeds to the Company after deducting placement fees are expected to be approximately $20.9 million. The shares of Common Stock sold in the Offering are considered "flow-through" common shares for purposes of the Income Tax Act (Canada) in that they provide potential tax benefits to the purchasers if the Company uses the proceeds of the Offering for qualified exploration or development expenses. The Offering comprises the issuance and sale of 643,000 "Canadian Exploration Expense" flow-through common shares at a price of US$15.56 per share and the issuance and sale of 890,000 "Canadian Development Expense" flow-through common shares at a price of US$13.49 per share. We will enter into a subscription and renunciation agreement directly with each of the investors which purchase our common stock in the Offering. The Shares are being offered and sold pursuant to the Company's existing shelf registration statement on Form S-3 (File No. 333-275324), which was initially filed with the Securities and Exchange Commission (the "SEC") on November 3, 2023, amended on Dece

01

Item 7.01 Regulation FD Disclosure. On May 28, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished with this report as Exhibit 99.1. The information furnished under this Item 7.01, including the press release, 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.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Placement Agency Agreement, dated as of May 28, 2024, by and among the Company, Cantor Fitzgerald Canada Corporation, Cantor Fitzgerald & Co., A.G.P./Alliance Global Partners, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC 99.1 Press release dated May 28, 2024 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101) 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: May 31, 2024 By: /s/ Carmen Diges Carmen Diges, General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR