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): May 28, 2024
McEWEN MINING INC.
(Exact name of registrant as specified in its charter)
Colorado
(State or other jurisdiction of incorporation or organization) | 001-33190
(Commission File Number) | 84-0796160
(I.R.S. Employer Identification No.) |
150 King Street West, 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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock
| | MUX
| | New York Stock Exchange
|
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 ☐
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. ☐
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 December 11, 2023 and declared effective by the SEC on January 2, 2024. The Company has filed a prospectus supplement, dated May 28, 2024, with the SEC in connection with the Offering.
The Placement Agency Agreement contains customary representations and warranties, covenants, conditions to closing and indemnification provisions that the parties make to, and solely for the benefit of, each other in the context of all of the terms and conditions of such agreement and in the context of the specific relationship between the parties. The provisions of the Placement Agency Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement or parties expressly permitted to rely on such provisions and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to such agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC.
The foregoing description of the terms and conditions of the Placement Agency Agreement is not complete and is qualified in its entirety by the full text of the Placement Agency Agreement, which is filed herewith as Exhibit 10.1, and incorporated into this Item 1.01 by reference.
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.
Item 9.01
| Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | | |
| | 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 |
| | 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 |
