McEwen Inc. Files 8-K: Material Agreement, Equity Sales

TL;DR

McEwen Inc. filed an 8-K on 10/16 for 10/10 events: material agreement, equity sales, Reg FD, financials.

AI Summary

McEwen Inc. filed an 8-K on October 16, 2025, reporting on events that occurred on October 10, 2025. The filing indicates an entry into a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate activity for McEwen Inc., including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Players & Entities

• McEwen Inc. (company) — Filer of the 8-K report
• October 10, 2025 (date) — Earliest event date reported
• October 16, 2025 (date) — Date of the 8-K filing

FAQ

Key Financial Figures

• $2.195 million — pay the Company a termination fee of CAD$2.195 million upon the occurrence of certain events o

Filing Documents

• tm2528824d1_8k.htm (8-K) — 40KB
• tm2528824d1_ex10-1.htm (EX-10.1) — 604KB
• tm2528824d1_ex99-1.htm (EX-99.1) — 38KB
• tm2528824d1_ex99-1img001.jpg (GRAPHIC) — 3KB
• tm2528824d1_ex99-1img002.jpg (GRAPHIC) — 2KB
• 0001104659-25-100139.txt ( ) — 977KB
• mux-20251010.xsd (EX-101.SCH) — 3KB
• mux-20251010_lab.xml (EX-101.LAB) — 33KB
• mux-20251010_pre.xml (EX-101.PRE) — 22KB
• tm2528824d1_8k_htm.xml (XML) — 4KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. On October 10, 2025, McEwen Inc. (the "Company") entered into a definitive agreement (the "Arrangement Agreement") with Canadian Gold Corp., a corporation existing under the laws of the province of British Columbia, Canada ("CGC"), pursuant to which the Company will acquire all of the issued and outstanding common shares of CGC (the "CGC Shares") in exchange for shares of the Company's common stock, no par value per share (the "Company Shares") by way of a court-approved statutory plan of arrangement under the provisions of the Business Corporations Act (British Columbia) (the "Proposed Transaction"). The Arrangement Agreement was signed pursuant to the letter of intent disclosed in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the "Commission") on July 31, 2025, and has terms that are in all material respects similar to those of the letter of intent. Pursuant to the terms of the Arrangement Agreement, each CGC Share will entitle its holder to receive 0.0225 Company Shares, subject to the approval of the Company's stockholders ("Stockholder Approval") for any Company Shares to be issued to Mr. Robert McEwen in excess of one percent (1%) of the issued and outstanding Company Shares (the "Excess Shares") as of the consummation of the Proposed Transaction (the "Effective Time") pursuant to the applicable rules of the New York Stock Exchange ("NYSE"). In the event Stockholder Approval is not obtained, the Company will, in lieu of Company Shares, deliver cash to Mr. McEwen for the Excess Shares based on the close price of the Company Shares on the trading day prior to the Effective Time. The Proposed Transaction will also require the approval of (a) 66 % of the votes cast by shareholders of CGC; and, (b) a simple majority of the votes cast by minority CGC shareholders in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactio

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Company Shares issued pursuant to the Arrangement Agreement will be issued in a private placement pursuant to the exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended (the "Securities Act").

01 Regulation

Item 7.01 Regulation FD Disclosure. On October 14, 2025, the Company issued a press release announcing that it had entered into the Arrangement Agreement. A copy of the press release is furnished with this Current Report as Exhibit 99.1. Investors and other interested parties are encouraged to read in its entirety the press release because it contains important information not otherwise described herein. 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, except as shall be expressly set forth by reference to such filing.

01 Financial

Item 9.01 Financial (d) Exhibits . The following exhibits are furnished or filed with this report, as applicable: Exhibit No. Description 10.1*+ Arrangement Agreement, dated October 10, 2025, between Canadian Gold Corp. and McEwen Inc. 99.1 Press Release, dated October 14, 2025 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document * The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request. + Certain portions of this exhibit (indicated by "[***]") have been redacted pursuant to Regulation S-K, Item 601(a)(6). Cautionary Statement This Current Report and accompanying press release contain forward-looking statements and informationwithin the meaningof applicable Canadian securities legislation andtheU.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are forward-looking that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. The forward-looking statements relate to, among other things, statements regarding: the Proposed Transaction; the Arrangement Agreement; the receip

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 INC. Date: October 16, 2025 By: /s/ Carmen Diges Carmen Diges, General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR