McEwen Inc 8-K, filed Mar 1, 2023
McEwen Inc. (MUX)
About this 8-K
McEwen Inc filed this 8-K on March 1, 2023, reporting on events of February 23, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry Into a Material Definitive Agreement
On February 23, 2023, McEwen Mining Inc. (the “Company”) and McEwen Copper Inc., a privately-held Alberta, Canada subsidiary of the Company (“McEwen Copper”), consummated agreements pursuant to which a single investor purchased 2,850,000 shares of McEwen Copper common stock from that entity for gross proceeds of ARS $20,854,490,614 (Argentine Pesos; $108,015,000 at a deemed ARS/USD exchange rate of 193.07) (the “Stellantis Private Placement”) and agreed to purchase an additional 1,250,000 shares of McEwen Copper common stock from an indirect subsidiary of the Company for aggregate proceeds of ARS $9,146,706,410 ($47,375,000 at a deemed ARS/USD exchange rate of 193.07) million (the “Stellantis Secondary Transaction”), in separate but related transactions. In each transaction, the purchaser of the McEwen Copper common stock is FCA Argentina S.A., an Argentinian subsidiary of Stellantis N.V., a public limited liability company organized under the laws of The Netherlands (“Stellantis”).
The Stellantis Private Placement was concluded pursuant to the terms of a Private Placement Subscription Agreement between McEwen Copper and Stellantis dated as of February 23, 2023 (“Subscription Agreement”). The agreement to purchase the common stock of McEwen Copper in the Stellantis Secondary Transaction is embodied in an Offer Agreement of the same date between Stellantis, the Company, McEwen Copper and certain subsidiaries of McEwen Copper (“Offer”). Both the Stellantis Private Placement and Stellantis Secondary Transaction closed on February 24, 2023.
In connection with the Stellantis Private Placement, the Company, McEwen Copper, Minera Andes Inc., a subsidiary of the Company, Robert McEwen (collectively, the Company, McEwen Copper, Minera Andes and Mr. McEwen are referred to as the “McEwen Parties”) and Stellantis entered into an Investor Rights Agreement, also dated February 23, 2023 (“IRA”). The IRA provides, among things, that (i) Stellantis has the right to appoint one member to the board of directors of McEwen Copper; (ii) Stellantis has the option to provide additional ARS$-denominated funding to McEwen Copper, in the event such funding becomes necessary; (iii) Stellantis, following any public offering of securities by McEwen Copper, shall have preemptive rights to purchase additional securities of McEwen Copper in any future offering in order to maintain Stellantis’ ownership percentage in McEwen Copper; and (iv) that the McEwen Parties shall take all necessary and reasonable action so that the mine, if developed, becomes carbon-neutral by 2038; in each case, subject to certain conditions.
Also in connection with the Stellantis Private Placement, Andes Corporación Minera S.A., a Company subsidiary and owner of the Los Azules project, entered into an Option Agreement with Stellantis that provides Stellantis the option to purchase copper cathodes and/or copper concentrates from the mine, if and when such mine reaches production (the “Copper Purchase Option”). The Copper Purchase Option gives Stellantis the right to purchase copper cathodes and/or copper concentrates up to a maximum percentage equal to Stellantis’ ownership interest in McEwen Copper at the time the Copper Purchase Option is exercised, at prices no less favorable than prices agreed with other purchasers.
Also effective on February 23, 2023, McEwen Copper entered into a binding term sheet with Nuton LLC, a current shareholder of McEwen Copper and subsidiary of Rio Tinto (“Nuton”), pursuant to which Nuton exercised its preemptive rights under an existing shareholder agreement and agreed to purchase 350,000 shares of McEwen Copper common stock directly from McEwen Copper for aggregate proceeds of $6,562,500 (the “Nuton LOI”). On the same date, Nuton entered into a binding term sheet with the Company (the “Nuton Secondary LOI”) pursuant to which Nuton agreed to purchase 1,250,000 shares of McEwen Copper common stock from the Company through its subsidiary for an aggregate purchase price of $23,437,500. The Nuton Secondary LOI also contemplates that the existing Nuton Collaboration Agreement between McEwen Copper, the Company and Mr. McEwen dated as of August 30, 2022 (“Original Collaboration Agreement”) would be amended to, among other items, provide Nuton (i) preemptive rights to purchase additional McEwen Copper securities following an IPO to maintain Nuton’s ownership interest in that entity; (ii) a right of first refusal to provide additional funding to McEwen Copper, should such funding become necessary; (iii) an option to purchase copper on the same terms and conditions as that granted to Stellantis in the Copper Purchase Option; (iv) additional information rights vis a vis the Los Azules project; (v) an extension of the exclusivity granted to Nuton under the Original Collaboration Agreement to provide heap-leach related technology to the project; and (vi) a promise that neither the Company nor Mr. McEwen will exercise “drag-along” rights to compel Nuton to sell its interest in McEwen Copper pursuant to that certain Unanimous Shareholder Agreement between, among others, the parties dated as of August 20, 2021. The transactions contemplated by the Nuton LOI will be documented by one or more definitive agreements expected to be finalized by the parties.
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Assuming consummation of each of the transactions discussed above, the Company would own 51.9% of McEwen Copper common stock on a fully diluted basis, and each of Nuton and Stellantis will own 14.2%.
Each of the agreements discussed above may contain customary representations, warranties, conditions and agreements in connection with the transactions. They are not intended to provide any other factual information about the Company, McEwen Copper, or any other Company subsidiary. The representations, warranties and covenants contained in the agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
The foregoing agreements are intended to be filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, anticipated to be filed with the United States Securities and Exchange Commission (“SEC”) on or before March 10, 2023. Interested parties are encouraged to read in their entirety the agreements when they become available, as they contain important information not discussed in this report.
The sales of McEwen Copper common stock was made in transactions not registered with the SEC. Specifically, in the case of the Stellantis Secondary Transaction and the Nuton Secondary LOI, the offers and sales were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), including under Sections 4(a)(1) and 4(a)(2) of the Securities Act and regulations, interpretive statements and letters issued by the SEC or its staff and decisions of courts thereunder and / or Regulation S under the Securities Act; and in the case of the Stellantis Private Placement and the Nuton LOI, pursuant to Section 4(a)(2) of the Securities Act, Regulation S and/or Rule 506 of Regulation D, each promulgated under the Securities Act. Each of the investors in the offerings in the U.S. was an accredited investor as defined in Regulation D. In each transaction exempt under Regulation S, the offers and sales were made in offshore transactions and no directed selling efforts were made in the U.S. In each case, offering restrictions were imposed.
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.
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Item 7.01 Regulation FD Disclosure
On February 27, 2023, the Company issued a press release announcing the completion of the Stellantis Private Placement and the agreement for the Stellantis Secondary Transaction. On the same date, the Company issued another press release announcing the execution of the Nuton LOI and the Nuton Secondary LOI. Copies of those press releases are furnished with this report as Exhibit 99.1 and Exhibit 99.2.
The information furnished under this Item 7.01, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they 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. The following exhibits are filed or furnished with this report: | |
| 99.1 | Press release dated February 27, 2023 regarding the Stellantis transactions | |
| 99.2 | Press release dated February 27, 2023 regarding the execution of the Nuton LOIs | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101) |
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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: March 1, 2023 | By: | /s/ Carmen Diges |
| Carmen Diges, General Counsel | ||
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Exhibit 99.1
McEwen Copper Closes ARS $30 Billion Investment by Stellantis
TORONTO, Feb. 27, 2023 (GLOBE NEWSWIRE) -- McEwen Copper Inc., a subsidiary of McEwen Mining Inc. (NYSE: MUX) (TSX: MUX), is pleased to announce closing of an ARS $30 billion investment by Stellantis, one of the world’s leading automakers and mobility providers with iconic brands including Abarth, Alfa Romeo, Chrysler, Citroën, Dodge, DS Automobiles, Fiat, Jeep®, Lancia, Maserati, Opel, Peugeot, RAM, Vauxhall, Free2Move and Leasys.
FCA Argentina S.A., a subsidiary of Stellantis N.V. (“Stellantis”), has invested ARS $30 billion in Argentina to acquire shares of McEwen Copper in a two-part transaction that closed on February 24th, 2023 (the “Transaction”) consisting of: 1. Private placement of 2,850,000 common shares, and 2. Purchase of 1,250,000 common shares indirectly owned by McEwen Mining in a secondary sale. The proceeds of the private placement will be used to advance development of the Los Azules copper project in San Juan, Argentina, and for general corporate purposes. After the closing of the Transaction, McEwen Mining will be separately compensated for the secondary sale by McEwen Copper in U.S. dollars.
Giving effect to the upcoming investment by Nuton LLC, also announced today, Stellantis owns 14.2% of McEwen Copper and McEwen Mining owns 51.9% on a fully diluted basis. The Transaction values McEwen Copper at approximately US$550 million.
Stellantis Chief Executive Officer Carlos Tavares said: “Stellantis intends to lead the industry with the commitment to be carbon net zero by 2038 – a goal that requires innovation and a complete redefinition of the entire business. We are taking important steps in Argentina and Brazil, with the aim of decarbonizing mobility and ensuring strategic supplies of clean energy and raw materials necessary for the success of the company’s global plans.”
McEwen Copper Chief Executive Officer Rob McEwen said: “We are delighted to have Stellantis as a partner in the future development of our Los Azules copper project. Together, we share a vision to build a mine for the future based on regenerative principles that can achieve net-zero carbon emissions by 2038. We are committed to delivering green copper to Argentina and the world, a product that will contribute to the electrification of transportation and the protection of our atmosphere.”
In connection with the Transaction, McEwen Copper and certain of its affiliates entered into an Investor Rights Agreement with Stellantis (the "Stellantis IRA”) and a Copper Cathodes and Concentrates Purchase Rights Agreement (the “CCCPRA”), which are described below.
The Stellantis IRA provides for the following principal terms:
| · | Stellantis will have the right to nominate one director to the Board of McEwen Copper; |
| · | Comprehensive scientific, technical and strategic planning information rights; |
| · | Pre-emptive right to maintain their ownership percentage in any follow-on equity offering; |
| · | McEwen Copper commits to achieve net-zero carbon emissions from the Los Azules project by 2038; and |
| · | Other terms and conditions consistent with a transaction of this nature. |
The CCCPRA provides an option to Stellantis and its affiliates that, if exercised to its maximum extent, would allow them to purchase a percentage of the copper cathodes or copper concentrates or both produced from the Los Azules project, in each case equal to their equity ownership percentage in McEwen Copper at the time of exercise.
About Stellantis
Stellantis N.V. (NYSE: STLA / Euronext Milan: STLAM / Euronext Paris: STLAP) is one of the world's leading automakers and a mobility provider. Its storied and iconic brands embody the passion of their visionary founders and today’s customers in their innovative products and services, including Abarth, Alfa Romeo, Chrysler, Citroën, Dodge, DS Automobiles, Fiat, Jeep®, Lancia, Maserati, Opel, Peugeot, RAM, Vauxhall, Free2Move and Leasys. Powered by their diversity, Stellantis leads the way the world moves – aspiring to become the greatest sustainable mobility tech company, not the biggest, while creating added value for all stakeholders as well as the communities in which it operates. For more information, visit www.stellantis.com.
About McEwen Copper
McEwen Copper Inc. holds 100% interest in the Los Azules copper project in San Juan, Argentina and the Elder Creek project in Nevada, USA.
Los Azules was ranked in the top 10 largest undeveloped copper deposits in the world by Mining Intelligence (2022). Its current copper resources are estimated at 10.2 billion pounds at a grade of 0.48% Cu (Indicated category) and an additional 19.3 billion pounds at a grade of 0.33% Cu (Inferred category).
After closing the pending investment by Nuton, also announced today, McEwen Copper will have 28,885,000 common shares outstanding, and its shareholders are: McEwen Mining Inc. 51.9%, Stellantis 14.2%, Nuton 14.2%, Rob McEwen 13.8%, Victor Smorgon Group 3.5%, and other shareholders 2.4%.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking statements and information, including "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements and information expressed, as at the date of this news release, McEwen Mining Inc.'s (the "Company") estimates, forecasts, projections, expectations or beliefs as to future events and results. 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 statements and information. Risks and uncertainties that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking statements and information include, but are not limited to, effects of the COVID-19 pandemic, fluctuations in the market price of precious metals, mining industry risks, political, economic, social and security risks associated with foreign operations, the ability of the corporation to receive or receive in a timely manner permits or other approvals required in connection with operations, risks associated with the construction of mining operations and commencement of production and the projected costs thereof, risks related to litigation, the state of the capital markets, environmental risks and hazards, uncertainty as to calculation of mineral resources and reserves, and other risks. Readers should not place undue reliance on forward-looking statements or information included herein, which speak only as of the date hereof. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. See McEwen Mining's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2021 and other filings with the Securities and Exchange Commission, under the caption "Risk Factors", for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information regarding the Company. All forward-looking statements and information made in this news release are qualified by this cautionary statement.
The NYSE and TSX have not reviewed and do not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by management of McEwen Mining Inc.
ABOUT MCEWEN MINING
McEwen Mining is a gold and silver producer with operations in Nevada, Canada, Mexico and Argentina. In addition, it owns approximately 52% of McEwen Copper which owns the large, advanced stage Los Azules copper project in Argentina. The Company’s goal is to improve the productivity and life of its assets with the objective of increasing its share price and providing a yield. Its Chairman and Chief Owner has personally provided the company with $220 million and takes an annual salary of $1.
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Exhibit 99.2
McEwen Copper Announces an Additional US$30 Million Investment by Nuton, a Rio Tinto Venture
TORONTO, Feb. 27, 2023 (GLOBE NEWSWIRE) -- McEwen Copper Inc., a subsidiary of McEwen Mining Inc. (NYSE: MUX) (TSX: MUX), is pleased to announce a binding agreement for an additional US$30 million investment by Nuton LLC, a Rio Tinto Venture, and existing McEwen Copper shareholder.
Nuton has agreed to invest US$30 million to acquire shares of McEwen Copper in a two-part transaction expected to close no later than March 10th, 2023 (the “Nuton Transaction”) consisting of: 1. Private placement of 350,000 McEwen Copper common shares, and 2. Purchase of 1,250,000 common shares owned by McEwen Mining in a secondary sale. Proceeds of the subscription and purchase are expected to be approximately US$6.5 million to McEwen Copper and US$23.5 million McEwen Mining, respectively. The proceeds of the private placement will be used to advance development of the Los Azules copper project in San Juan, Argentina, and for general corporate purposes.
After closing, Nuton will own 14.2% of McEwen Copper on a fully diluted basis, and McEwen Mining will own 51.9%. The transaction values McEwen Copper at approximately US$550 million.
McEwen Copper Chief Executive Rob McEwen said: “We are extremely pleased to have Nuton’s strong continued participation in McEwen Copper. Together we are exploring new technologies that save energy, water, time and capital in the pursuit of delivering green copper to Argentina and the world, a product that will contribute to the electrification of transportation and the protection of our atmosphere.”
In connection with the Transaction, McEwen Copper and certain of its affiliates entered into an Amended Collaboration Agreement (the "New Nuton Collaboration Agreement”) and a Copper Cathodes and Concentrates Purchase Rights Agreement (the “CCCPRA”), which are described below.
The New Nuton Collaboration Agreement provides for the following additional rights beyond those in the original Nuton Collaboration Agreement (see news release dated Aug 31, 2022):
| · | Nuton will have the opportunity to provide local currency funding, in certain circumstances, for advancement of the Los Azules project; | |
| · | Comprehensive scientific, technical and strategic planning information rights; | |
| · | Extension of exclusivity over novel, trade secret or patented copper heap leach technologies until August 10, 2024; | |
| · | Pre-emptive rights to maintain their ownership percentage in any follow-on equity offering; and | |
| · | Agreement of McEwen Mining and Rob McEwen to not trigger Drag Along Rights in the event of a bid for McEwen Copper prior to the planned initial public offering (IPO). |
The CCCPRA provides an option to Nuton that, if exercised to its maximum extent, would allow them to purchase a percentage of the copper products (cathodes, concentrates, etc.) produced from the Los Azules project equal to their equity ownership percentage in McEwen Copper at the time of exercise.
About Nuton
Nuton is an innovative new venture that aims to help grow Rio Tinto’s copper business. At the core of Nuton is a portfolio of proprietary copper leach-related technologies and capability – a product of almost 30 years of research and development. Nuton™ Technologies offer the potential to economically unlock copper sulphide resources, copper bearing waste and tailings, and achieve higher copper recoveries on oxide and transitional material, allowing for a significantly increased copper production. One of the key differentiators of Nuton is the potential to deliver leading environmental performance, including more efficient water usage, lower carbon emissions, and the ability to reclaim mine sites by reprocessing mine waste.
About Rio Tinto
Rio Tinto is the second largest mining and metals company in the world, operating in 35 countries, and producing the raw materials essential to human progress. It aims to help pioneer a more sustainable future, from partnering in the development of technology that can make the aluminum smelting process entirely free of direct greenhouse gas (GHG) emissions, to providing the world with the materials it needs – such as copper – to build a new low-carbon economy and products like electric vehicles, charging infrastructure and smartphones.
About McEwen Copper
McEwen Copper Inc. holds 100% interest in the Los Azules copper project in San Juan, Argentina and the Elder Creek project in Nevada, USA (subject to an earn-in by Rio Tinto).
Los Azules was ranked in the top 10 largest undeveloped copper deposits in the world by Mining Intelligence (2022). Its current copper resources are estimated at 10.2 billion pounds at a grade of 0.48% Cu (Indicated category) and an additional 19.3 billion pounds at a grade of 0.33% Cu (Inferred category).
After closing the Nuton Transaction, McEwen Copper will have 28,885,000 common shares outstanding on a fully diluted basis, and its shareholders are: McEwen Mining Inc. 51.9%, Stellantis 14.2%, Nuton 14.2%, Rob McEwen 13.8%, Victor Smorgon Group 3.5%, and other shareholders 2.4%.
About McEwen Mining
McEwen Mining is a gold and silver producer with operations in Nevada, Canada, Mexico and Argentina. In addition, it owns approximately 52% of McEwen Copper which owns the large, advanced stage Los Azules copper project in Argentina. The Company’s goal is to improve the productivity and life of its assets with the objective of increasing its share price and providing a yield. Its Chairman and Chief Owner has personally provided the company with $220 million and takes an annual salary of $1.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking statements and information, including "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements and information expressed, as at the date of this news release, McEwen Mining Inc.'s (the "Company") estimates, forecasts, projections, expectations or beliefs as to future events and results. 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 statements and information. Risks and uncertainties that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking statements and information include, but are not limited to, effects of the COVID-19 pandemic, fluctuations in the market price of precious metals, mining industry risks, political, economic, social and security risks associated with foreign operations, the ability of the corporation to receive or receive in a timely manner permits or other approvals required in connection with operations, risks associated with the construction of mining operations and commencement of production and the projected costs thereof, risks related to litigation, the state of the capital markets, environmental risks and hazards, uncertainty as to calculation of mineral resources and reserves, and other risks. Readers should not place undue reliance on forward-looking statements or information included herein, which speak only as of the date hereof. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. See McEwen Mining's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2021 and other filings with the Securities and Exchange Commission, under the caption "Risk Factors", for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information regarding the Company. All forward-looking statements and information made in this news release are qualified by this cautionary statement.
The NYSE and TSX have not reviewed and do not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by management of McEwen Mining Inc.
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