McEwen Mining Files 8-K on Agreements and Equity

TL;DR

McEwen Mining (MUX) filed an 8-K detailing new financial agreements and equity sales.

AI Summary

McEwen Mining Inc. entered into a material definitive agreement on February 7, 2025, related to its financial obligations. The company also reported on the creation of a direct financial obligation or an off-balance sheet arrangement. Additionally, the filing covers unregistered sales of equity securities and other events.

Why It Matters

This 8-K filing indicates significant financial and corporate actions by McEwen Mining, potentially impacting its financial structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can carry inherent risks for investors.

Key Players & Entities

• McEwen Mining Inc. (company) — Registrant
• February 7, 2025 (date) — Date of earliest event reported
• Colorado (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $110.0 million — Ewen Mining Inc. (the "Company") issued $110.0 million in aggregate principal amount of its 5.
• $15.0 million — nt includes the exercise in full of the $15.0 million option granted to the Initial Purchaser
• $105.9 m — ffering of the Notes were approximately $105.9 million, after deducting fees and estimat
• $15.1 million — Company. The Company used approximately $15.1 million of the net proceeds from the Notes to p
• $20.0 million — he Company intends to use approximately $20.0 million of the net proceeds to partially repay
• $1,000 — y be 88.9284 shares of Common Stock per $1,000 principal amount of Notes (equivalent t
• $11.25 — itial conversion price of approximately $11.25 per share of Common Stock). The convers
• $17.30 — ansactions have an initial cap price of $17.30 per share, which represents a premium o

Filing Documents

• ef20043276_8k.htm (8-K) — 49KB
• ef20043276_ex4-1.htm (EX-4.11) — 893KB
• ef20043276_ex10-1.htm (EX-10.1) — 273KB
• ef20043276_ex99-1.htm (EX-99.1) — 21KB
• graphic1.jpg (GRAPHIC) — 3KB
• graphic2.jpg (GRAPHIC) — 4KB
• graphic3.jpg (GRAPHIC) — 4KB
• graphic4.jpg (GRAPHIC) — 4KB
• graphic5.jpg (GRAPHIC) — 4KB
• graphic6.jpg (GRAPHIC) — 5KB
• 0001140361-25-003863.txt ( ) — 1619KB
• mux-20250207.xsd (EX-101.SCH) — 4KB
• mux-20250207_lab.xml (EX-101.LAB) — 21KB
• mux-20250207_pre.xml (EX-101.PRE) — 16KB
• ef20043276_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Indenture and Notes On February 11, 2025, McEwen Mining Inc. (the "Company") issued $110.0 million in aggregate principal amount of its 5.25% convertible senior notes due 2030 (the "Notes"), which amount includes the exercise in full of the $15.0 million option granted to the Initial Purchasers (as defined below) of the Notes, in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Notes bear interest at a fixed rate of 5.25% per year, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2025. The Notes are convertible into cash, shares of the Company's common stock, no par value per share ("Common Stock"), or a combination thereof, at the Company's election, and may be settled as described in the Indenture (as defined below). The Notes will mature on August 15, 2030 (the "Maturity Date"), unless earlier repurchased, redeemed or converted. The net proceeds from the offering of the Notes were approximately $105.9 million, after deducting fees and estimated expenses payable by the Company. The Company used approximately $15.1 million of the net proceeds from the Notes to pay the cost of the Capped Call Transactions (as defined below) entered into in connection with the offering. The Company intends to use approximately $20.0 million of the net proceeds to partially repay the outstanding amount under the Third Amended and Restated Credit Agreement, as amended (the "Third Amended and Restated Credit Agreement"), between the Company, as borrower, the lenders from time to time party thereto and Evanachan Limited as administrative agent), and the remainder of the net proceeds for general corporate purposes. The Company issued the Notes pursuant to an indenture, dated as of February 11, 2025 (the "Indenture"), between the Company and U.S.

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 and Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company offered and sold the Notes to the Initial Purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act for resale to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance on, Rule 144A of the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement (as defined below) pursuant to which the Company sold the Notes to the Initial Purchasers. The Notes and the underlying shares of the Common Stock issuable upon conversion of the Notes, if any, have not been and will not be registered under the Securities Act, and may not be offered or sold in the United To the extent that any shares of the Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of the Common Stock. The maximum number of shares of the Company's Common Stock issuable upon conversion of the Notes, including pursuant to any increase in the conversion rate for any Notes converted in connection with a make-whole fundamental change or a notice of redemption, is 12,716,759, based on the initial maximum conversion rate of 88.9284 shares of Common Stock per $1,000 principal amount of Notes, subject to the effect of customary antidilution provisions in the Indenture.

01

Item 8.01. Other Events. On February 7, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 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 99.1 hereto constitutes an offer to sell or a solicitation of an offer to buy the Notes, any shares of the 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.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The following exhibits are furnished or filed with this Report, as applicable: 4.1 Indenture, dated February 11, 2025, between McEwen Mining Inc. and U.S. National Association, as trustee. 4.2 Form of 5.25% Convertible Senior Note due 2030 (included in Exhibit 4.1). 10.1 Form of Capped Call Confirmation. 99.1 Press Release, dated February 7, 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 and certain contractual matters, certain matters discussed in the Current Report on Form 8-K 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 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 with whether the Company will consummate the Offering on

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: February 11, 2025 By: /s/ Carmen Diges Carmen Diges, General Counsel

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View this 8-K filing on SEC EDGAR