8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):	June 19, 2025

McEWEN MINING INC.

(Exact name of registrant as specified in its charter)

Colorado	001-33190	84-0796160
(State or other jurisdiction <br><br>of incorporation)	(Commission <br><br>File Number)	(IRS Employer<br> Identification No.)
150 King Street West, Suite 2800<br><br><br><br>Toronto**,Ontario** , Canada	M5H 1J9
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(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number including area code:	(866 ) 441-0690
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(Former name or former address, if changed since last report)

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 5.03.  Amendments to Articles of Incorporation or Bylaws;Change in Fiscal Year.

On June 19, 2025, the shareholders of McEwen Mining Inc. (the “Company”) approved at the annual meeting the change of the Company’s name to “McEwen Inc.” (the “Name Change”), as described further below. The form of Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Company (the “Articles of Amendment”) to be filed with the Secretary of State of the State of Colorado to give effect to the Name Change was included as Annex A to the proxy statement filed with the Securities and Exchange Commission under cover of Schedule 14A relating to such annual meeting of shareholders. The Company intends to file the Articles of Amendment with the Secretary of State of the State of Colorado and to cause the Name Change to become effective on July 7, 2025.

Contemporaneously with the effectiveness of the Name Change, the Company will make effective conforming only changes to its Amended and Restated **** Bylaws (the “Bylaws”) to reflect the Name Change on the cover page and in Section 1.1 of Article I thereof. A copy of the updated Bylaws that will become effective on July 7, 2025 is attached hereto as Exhibit **** 3.1 and incorporated herein by reference.

Item 5.07    Submission of Matters toa Vote of Security Holders.

On June 19, 2025, the Company held its annual meeting of shareholders. Of the 53,934,510 shares outstanding and entitled to vote at the meeting, 27,942,541 shares were voted, or approximately 51.81% of the outstanding shares entitled to vote.

At the annual meeting, the shareholders: (i) elected the eleven individuals nominated to serve as directors;  (ii) approved, on an advisory basis, the compensation of the named executive officers as described in the proxy statement (“say on pay”); (iii) ratified the appointment of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the year ending December 31, 2025 and (iv) approved the Articles of Amendment to effect the Name Change.

Proposal 1

Election results for the directors nominated at the meeting are as follows:

	Shares Voted
Name of Nominee		For	Withheld	Broker Non- Votes
Robert R. McEwen		19,138,567	461,348	8,342,616
Dalia Asterbadi		19,255,822	344,093	8,342,616
Ian J. Ball		19,294,446	305,469	8,342,616
Richard W. Brissenden		17,962,491	1,637,424	8,342,616
Alfred Colas		19,246,961	352,954	8,342,616
Nicolas Darveau-Garneau		19,283,698	316,217	8,342,616
Steve Kaszas		19,265,359	334,556	8,342,616
Michelle Makori		19,266,381	333,534	8,342,616
Michael Melanson		19,247,964	351,951	8,342,616
John Florek		16,354,561	3,245,354	8,342,616
William M. Shaver		19,312,397	287,518	8,342,616

Proposal 2

Election results for the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers are as follows:

For	Against	Abstain		Broker Non-Votes
18,735,730	514,236	349,959	8,342,616

Proposal 3

Election results for the ratification of the appointment of EY as the independent registered public accounting firm for the year ending December 31, 2025, are as follows:

For	Against	Abstain	Broker Non-Votes
27,269,481	523,370	149,687	0

Proposal 4

Election results for the proposal to approve the Articles of Amendment to effect the Name Change are as follows:

For	Against	Abstain	Broker Non-Votes
26,491,461	724,679	726,401	0

Item7.01   Regulation FD Disclosure

At the annual meeting, the Company’s senior management made a presentation on the Company’s business, exploration, development efforts, and financial results and condition. A copy of the PowerPoint slides used in connection with the presentation is furnished with this report as Exhibit 99.1.

The information furnished under this Item 7.01, including the 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 of 1933, except as shall be expressly set forth by reference to such filing.

Item 9.01    Financial Statements andExhibits.

(d)            Exhibits. The following exhibits are furnished or filed with this report, as applicable:

Exhibit No.	Description
3.1	Amended and Restated Bylaws of the Company, effective as of July 7, 2025
99.1	PowerPoint slides dated June 19, 2025
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

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: June 25, 2025	By:	/s/ Carmen Diges
		Carmen Diges, General Counsel

Exhibit 3.1

AMENDED AND RESTATED

BYLAWS OF

MCEWEN INC.

AMENDED ANDRESTATED BYLAWS OFMCEWEN INC.

DESCRIPTION	PAGE
Article I PRINCIPAL OFFICE AND CORPORATE SEAL	1
Section 1.1     Business Offices	1
Section 1.2     Corporate Seal.	1
Article II SHARES AND TRANSFER THEREOF	1
Section 2.1     Stock Certificates.	1
Section 2.2     Payment for Shares.	1
Section 2.3     New Certificates.	1
Section 2.4     Lost Certificates.	2
Section 2.5     Transfer of Shares.	2
Section 2.6     Transfer Agents, Registrars and Paying Agents	2
Article III SHAREHOLDERS AND MEETINGS THEREOF	2
Section 3.1     Holders of Record	2
Section 3.2     Place of Meetings	2
Section 3.3     Annual Meetings	3
Section 3.4     Special Meetings	3
Section 3.5     Notice of Shareholder Business and Nominations.	3
Section 3.6     Fixing Record Dates	7
Section 3.7     Notice of Meetings	8
Section 3.8     Stock List	8
Section 3.9     Proxies	9
Section 3.10   Quorum and Required Vote	9
Section 3.11   Conduct of Meetings	9
Section 3.12   Remote Communications	10
Article IV DIRECTORS, POWERS AND MEETINGS	11
Section 4.1     General Powers	11
Section 4.2     Number, Tenure and Qualifications	11
Section 4.3     Nomination of Directors	11
Section 4.4     Chairman	11
Section 4.5     Regular Meetings	11

\(i\)

Section 4.6     Special Meetings	11
Section 4.7     Participation in Meetings by Telephone.	12
Section 4.8     Quorum and Voting	12
Section 4.9     Resignations.	12
Section 4.10   Vacancies	12
Section 4.11   Compensation	12
Section 4.12   Committees.	13
Section 4.13   Removal of Directors.	13
Article V OFFICERS	13
Section 5.1     General	13
Section 5.2     Other Officers	14
Section 5.3     Officer Positions	14
Section 5.4     Compensation.	15
Section 5.5     Delegation of Powers.	15
Section 5.6     Removal	15
Section 5.7     Vacancies	15
Section 5.8     Surety Bonds	15
Article VI FINANCE	15
Section 6.1     Funds	15
Section 6.2     Deposits and Checks	15
Section 6.3     Fiscal Year	15
Article VII WAIVER OF NOTICE	16
Article VIII ACTION WITHOUT A MEETING	16
Section 8.1     Action Without a Meeting	16
Section 8.2     Effect of Action Without a Meeting	16
Article IX INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS	16
Section 9.1     General Scope.	16
Section 9.2     Exclusions	17
Section 9.3     Expenses	17
Section 9.4     Approval	17
Section 9.5     Advance Expenses.	18
Section 9.6     Insurance	18
Section 9.7     Non-Duplication.	18
Section 9.8     Non-Contravention and Non-Exclusivity	18

\(ii\)

Section 9.9     Continuation of Rights	18
Article X AMENDMENTS	19
Section 10.1   Amendment of Bylaws	19
Article XI MISCELLANEOUS	19
Section 11.1   Gender	19
Section 11.2   Voting of Securities by the Corporation	19
Section 11.3   FacsimileSignatures	19
Section 11.4   Reliance Upon Books, Reports and Records.	19
Section 11.5   Time Periods	19
Section 11.6   Subjectto Law and Articles of Incorporation	19
Section 11.7   Presumptionof Assent	20

\(iii\)

Article I

PRINCIPAL OFFICE AND CORPORATE SEAL

Section 1.1****Business Offices. The principal office of McEwen Inc. (the “Corporation”) shall be at Toronto, Canada or such other place as determined from time to time by resolution of the Board of Directors of the Corporation (the “Board”). Other offices and places of business may be established both within and without the state of Colorado from time to time by resolution of the Board or as the business of the Corporation may require.

Section 1.2****Corporate Seal. The seal of the Corporation shall have inscribed thereon the name of the Corporation and shall be in such form as may be approved by the Board, which shall have power to alter the same at pleasure. The Corporation may use the seal by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.

Article II

SHARES AND TRANSFER THEREOF

Section 2.1****Stock Certificates. The shares of stock of the Corporation may be represented by certificates, or may be uncertificated shares that may be evidenced by a book entry system maintained by the registrar of such stock, or a combination of both. To the extent that the shares are represented by certificates, such certificates shall be in the form authorized by the Board and signed, either manually or in facsimile, by any two of the following: the chair or vice chair of the Board, the chief executive officer and president or a vice president, the treasurer or an assistant treasurer, the secretary or an assistant secretary or by such other officer or officers as may be designated by the Board, and may be sealed with the seal of the Corporation or a facsimile thereof. In case any officer who has signed a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.

Section 2.2****Payment for Shares. Shares shall be issued for such consideration as shall be determined from time to time by the Board. Treasury shares shall be disposed of for such consideration as may be determined from time to time by the Board. Such consideration shall be paid in such form and in such manner as the Board shall determine. In the absence of actual fraud in the transaction, the judgment of the Board as to the value of such consideration shall be conclusive. The capital stock issued by the Corporation shall be deemed to be fully paid and non-assessable stock if: (a) the entire amount of the consideration has been received by the Corporation in the form of cash, services rendered, personal property, real property, leases of real property or a combination thereof; or (b) not less than the amount of the consideration determined to be capital pursuant to statute has been received by the Corporation in such form and the Corporation has received a binding obligation of the subscriber or purchaser to pay the balance of the subscription or purchase price; provided, however, nothing contained herein shall prevent the Board from issuing partly paid shares pursuant to statute.

Section 2.3****New Certificates. To the extent that shares are represented by certificates, no new certificates evidencing shares shall be issued unless and until the old certificate or certificates, in lieu of which the new certificate is issued, shall be surrendered for cancellation, except as provided in Section 2.4.

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Section 2.4****Lost Certificates. In case of a certificate of stock of the Corporation alleged to have been lost, stolen or destroyed, another certificate may be issued, at the discretion of the Board, in its place upon satisfactory proof of such loss or destruction and, at the discretion of the Board, upon giving to the Corporation a satisfactory bond of indemnity issued by a corporate surety in an amount and for a period satisfactory of the Board.

Section 2.5****Transfer of Shares. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation upon authorization of the registered holder thereof, or by such holder’s attorney thereunto authorized by a power of attorney duly executed and filed with the Corporation’s secretary or a transfer agent for such stock, if any, and if such shares are represented by a certificate or certificates, upon surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power (or by proper evidence of succession, assignment or authority to transfer) and the payment of any taxes thereon; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. The person in whose name shares are registered on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation; provided, however, that whenever any transfer of shares shall be made for collateral security and not absolutely, and written notice thereof shall be given to the Corporation’s secretary or to such transfer agent, such fact shall be stated in the entry of transfer. No transfer of shares shall be valid against the Corporation, or its shareholders and creditors, for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from whom and to whom transferred.

Section 2.6****Transfer Agents, Registrars and Paying Agents. The Board may, at its discretion, appoint one or more transfer agents, registrars and agents for making payment upon any class of stock, bond, debenture or other security of the Corporation. Such agents and registrars may be located either within or outside the State of Colorado. They shall have such rights and duties and shall be entitled to such compensation as may be agreed between the Corporation and such agents.

Article III

SHAREHOLDERS AND MEETINGS THEREOF

Section 3.1****Holders of Record. Only shareholders of record on the books of the Corporation shall be entitled to be treated by the Corporation as holders in fact of the shares standing in their respective names, and the Corporation shall not be bound to recognize any equitable or other claim to, or interest in, any shares on the part of any other person, firm or corporation, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Colorado.

Section 3.2****Place of Meetings. Meetings of shareholders shall be held at the principal office of the Corporation, or at such other place, either within or outside the State of Colorado, as may be designated in the notice of meeting given by or at the direction of the Board.

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Section 3.3****Annual Meetings. An annual meeting of shareholders of the Corporation for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held within the six (6) months following the Corporation’s fiscal year-end on such other date and time as may be determined from time to time by the Board. Failure to hold an annual meeting as required by these Bylaws shall not invalidate any action taken by the Board or officers of the Corporation.

Section 3.4****Special Meetings. Special meetings of shareholders may be called only by (i) the president, (ii) the chairman of the Board, (iii) the Board or (iv) the holders of not less than one-tenth of all the shares entitled to vote at the meeting. Any request to call a special meeting shall state the purpose or purposes of the proposed meeting. Business conducted at any special meeting of the shareholders shall be limited to matters properly brought before the meeting and specified in the notice of such special meeting.

Section 3.5****Notice of Shareholder Business and Nominations.

(a)          The proposal of business to be considered by the shareholders and nominations of persons for election to the Board at an annual or special meeting of the shareholders may be made only (a) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board, or (c) by any shareholder of the Corporation (i) who was a shareholder of record (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed or such nomination or nominations are made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving of notice provided for in this Section 3.5 and on the record date for the determination of shareholders entitled to vote at the meeting, (ii) who is entitled to vote at the meeting upon such election of directors or such business, as the case may be, and (iii) who complies with the notice procedures set forth in Section 3.5(b). As to proposals sought to be included in any proxy statement of the Corporation, shareholders shall comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As to matters not sought to be included in any proxy statement of the Corporation, Section 3.5(b) shall be the exclusive means for shareholders to make nominations or submit business to be brought before an annual or special meeting of the shareholders. In addition, for business (other than the nomination of persons for election to the Board) to be properly brought before an annual or special meeting by a shareholder, such business must be a proper matter for shareholder action pursuant to the Articles of Incorporation of the Corporation (the “Articles of Incorporation”), these Bylaws and applicable law.

(b)          For nominations or other business to be properly brought before an annual or special meeting by a shareholder, other than a special meeting called by such shareholder, pursuant to this Section 3.5, the shareholder (a) must have given timely notice thereof in writing and in proper form to the secretary of the Corporation at the principal executive offices of the Corporation, and (b) must provide any updates or supplements to such notice at such times and in the forms required by this Section 3.5. To be timely, a shareholder’s notice relating to an annual meeting shall be received by the secretary at the principal executive offices of the Corporation, in the case of an annual meeting, not less than ninety (90) nor more than one hundred twenty (120) calendar days prior to the first anniversary of the preceding year’s annual meeting (provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than thirty (30) days after such anniversary date, notice by the shareholder must be so delivered, or mailed and received, not less than ninety (90) nor more than one hundred twenty (120) calendar days before such annual meeting, or not more than ten (10) calendar days following the day on which public announcement (as defined below) of the date of such meeting is first made by the Corporation). To be timely, a shareholder’s notice relating to a special meeting shall be received by the secretary at the principal executive offices of the Corporation not more than one hundred twenty (120) calendar days before such special meeting nor less than the later of (i) ninety (90) calendar days prior to such meeting or (ii) if a public announcement is first made of the date of the special meeting less than one hundred (100) calendar days prior to such meeting, ten (10) calendar days following such public announcement. In no event shall the public announcement of an adjournment or postponement of a meeting of shareholders commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. To be in proper form for purposes of this Section 3.5(b), such notice shall set forth the information required by Section 3.5(c).

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(c)           To be in proper form for purposes of this Section 3.5, such shareholder’s notice (as specified in Section 3.5(b)) shall set forth:

(1)         as to each person whom the shareholder proposes to nominate for election or re-election as a director, (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case, pursuant to Regulation 14A under the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, (ii) a description of all Derivative Interests (as defined below) that have been entered into, as of the date of the notice, by or on behalf of such proposed nominee or any affiliate or associate thereof, such description to include (1) the class, series, and actual or notional number, principal amount or dollar amount of all securities of the Corporation underlying or subject to such Derivative Interests, (2) the material economic terms of such Derivative Interests, and (3) the contractual counterparty for such Derivative Interests, and (iii) a description of all direct and indirect compensation and other material monetary or other business agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among such shareholder and beneficial owner, if any, on whose behalf the nomination is being made, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant;

(2)         as to any other business that the shareholder proposes to bring before the meeting, (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and the text of the proposal or business (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend these Bylaws, the text of the proposed amendment), (ii) any material interest in such business of such shareholder and the beneficial owner, if any, or any affiliate or associate thereof, on whose behalf the proposal is made, (iii) a description of all arrangements or understandings between the shareholder, or any affiliate or associate thereof, on the one hand, and any other person or persons (naming such person or persons), on the other hand, regarding the proposal, and (iv) all other information relating to the proposal and the shareholder or any affiliate or associate thereof that would be required to be disclosed in filings with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies by the shareholder pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;

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(3)          as to the shareholder giving the notice and the beneficial owner, if any, or any affiliate or associate thereof, on whose behalf the nomination or proposal is made, (i) the name and address of such shareholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, and any affiliate thereof, (ii) the class and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such shareholder and such beneficial owner, if any, and any affiliate thereof, (iii) any proxy, contract, arrangement, understanding, or relationship pursuant to which such shareholder or beneficial owner, if any, or any affiliate thereof, has a right to vote any shares of any security of the Corporation, (iv) a description of all Derivative Interests that have been entered into as of the date of the notice by, or on behalf of, such shareholder or beneficial owner, if any, or by any affiliate or associate thereof, such description to include (1) the class, series, and actual or notional number, principal amount or dollar amount of all securities of the Corporation underlying or subject to such Derivative Interests, (2) the material economic terms of such Derivative Interests, and (3) the contractual counterparty for such Derivative Interests, and (v) any other information relating to such shareholder and beneficial owner, if any, or any affiliate thereof, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;

(4)         a description of all agreements, arrangements and understandings between such shareholder and beneficial owner, if any, or any affiliate thereof, and any other person or persons (including their names) in connection with the proposal of such business or nominations by the shareholder;

(5)         a representation that the shareholder is a holder of record of stock of the Corporation, entitled to vote at such meeting, and intends to appear in person or by proxy at the meeting to propose such business or nominations; and

(6)         a representation as to whether the shareholder or the beneficial owner, if any, or any affiliate or associate thereof, is or intends to be part of a group that intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (ii) otherwise to solicit proxies from shareholders in support of such proposal.

For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release or in a document publicly filed or furnished by the Corporation with the SEC pursuant to Sections 13, 14 or 15(b) of the Exchange Act, and the meaning of the term “group” shall be within the meaning ascribed to such term under Section 13(d)(3) of the Exchange Act.

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For purposes of these Bylaws, “Derivative Interests” shall mean (i) any option, warrant, convertible security, appreciation right or similar right with an exercise, conversion or exchange privilege, or a settlement payment or mechanism, related to any security of the Corporation, or any similar instrument with a value derived in whole or in part from the value of any security of the Corporation, in any such case whether or not it is subject to settlement in any security of the Corporation or otherwise and (ii) any arrangement, agreement or understanding (including any short position or any borrowing or lending of any securities) which includes an opportunity for the shareholder, or any affiliate or associate thereof, or any proposed nominee, or any affiliate or associate thereof, directly or indirectly, to profit or share in any profit derived from any increase or decrease in the value of any security of the Corporation, to mitigate any loss or manage any risk associated with any increase or decrease in the value of any security of the Corporation or to increase or decrease the number of securities of the Corporation which such person is or will be entitled to vote or direct the vote, in any case whether or not it is subject to settlement in any security of the Corporation or otherwise; provided, however, that Derivative Interests shall not include: (a) rights of a pledgee under a bona fide pledge of any security of the Corporation unless such pledge has voting rights with respect to such security; (b) rights applicable to all holders of a class or series of securities of the Corporation to receive securities of the Corporation pro rata, or obligations to dispose of securities of the Corporation, as a result of a merger, exchange offer or consolidation involving the Corporation; (c) rights or obligations to surrender any number or principal amount of securities of the Corporation, or have any number or principal amount of securities of the Corporation withheld, upon the receipt or exercise of a derivative security issued pursuant to an employee benefit plan of the Corporation or the receipt or vesting of any securities issued pursuant to an employee benefit plan of the Corporation, in order to satisfy the exercise price or the tax withholding consequences of receipt, exercise, or vesting; (d) interests in broad-based index options, broad-based index futures, and broad-based publicly traded market baskets of stocks approved for trading by the appropriate federal governmental authority; (e) interests or rights to participate in employee benefit plans of the Corporation held by current or former directors, employees, consultants or agents of the Corporation; or (f) options granted to an underwriter in a registered public offering for the purpose of satisfying over-allotments in such offering.

(d)          Notwithstanding anything in Section 3.5(b) to the contrary, if the number of directors to be elected to the Board at an annual meeting is increased and there is no public announcement by the Corporation specifying the size of the increased Board at least one hundred (100) days before the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by this Section 3.5 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the secretary at the principal executive offices of the Corporation not more than ten (10) calendar days following the day on which such public announcement is first made by the Corporation.

(e)           Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at a meeting of the shareholders and no person shall be eligible for election as a director by means of shareholder nomination except in accordance with the procedures set forth in this Section 3.5 or pursuant to a special meeting called by such shareholders in accordance with Sections 3.4 and 3.10. The chairman of the Board or other person presiding at a meeting shall, if the facts warrant, determine that any business or nomination was not properly brought before the meeting in accordance with the provisions of this Section 3.5 and, if such person should so determine, he or she shall so declare to the meeting, any such business not properly brought before the meeting shall not be transacted, and any nomination not properly brought before the meeting shall be disregarded.

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(f)            A shareholder providing notice of nominations of persons for election to the Board at or of business proposed to be brought before an annual or special meeting of shareholders shall further update and supplement such notice so that the information provided or required to be provided in such notice pursuant to Section 3.5(a) through Section 3.5(e) shall be true and correct both as of the record date for the determination of shareholders entitled to notice of the meeting and as of the date that is ten (10) business days before the meeting or the rescheduled date of the meeting following any adjournment or postponement thereof, and such updated and supplemental information shall be received by the secretary at the principal executive offices of the Corporation (a) in the case of information that is required to be updated and supplemented to be true and correct as of the record date for the determination of shareholders entitled to notice of the meeting, not later than the later of five (5) business days after such record date or five (5) business days after the public announcement of such record date, and (b) in the case of information that is required to be updated and supplemented to be true and correct as of ten (10) business days before the meeting or the rescheduled date of the meeting following any adjournment or postponement thereof, not later than eight (8) business days before the meeting or the rescheduled date of the meeting following any adjournment or postponement thereof (or if not practicable to provide such updated and supplemental information not later than eight (8) business days before the rescheduled date of the meeting following any adjournment or postponement, on the first practicable date before the date of such rescheduled meeting).

(g)         Notwithstanding the foregoing provisions of this Section 3.5, unless otherwise required by law, if the shareholder (or a qualified representative of the shareholder) does not appear at the annual or special meeting of shareholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 3.5, to be considered a qualified representative of the shareholder, a person must be authorized by a writing executed by such shareholder or an electronic transmission delivered by such shareholder to act for such shareholder as proxy at the meeting of shareholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of shareholders.

Section 3.6****Fixing Record Dates. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for any other lawful action, or in order to make a determination of shareholders for any other proper purpose, the Board may fix in advance a record date for any such determination of shareholders, which date in any case shall not be more than seventy (70) days and, in case of a meeting of shareholders or for payment of a dividend, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken or the date on which the dividend is declared. If the Board so fixes a record date for purposes of determining shareholders entitled to notice of a meeting of shareholders, such date shall also be the record date for determining the shareholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If the Board does not fix in advance a record date, as above provided, then the record date shall be thirty (30) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

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Section 3.7****Notice of Meetings. Written notice of any annual or special meeting of the shareholders shall be delivered by the person or persons calling such meeting. Notice of meetings of shareholders shall state the place (if any), day and hour of the meeting, the record date for determining shareholders entitled to vote at such meetings (if such record date is different from the record date for determining shareholders entitled to receive notice of such meetings), the means of remote communication (if any) by which shareholders and proxyholders may be deemed to be present in person and vote at such meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called. Notices of meetings of shareholders shall be delivered, unless otherwise provided by law, not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by mail to each shareholder of record entitled to notice of and to vote at such meeting; except to the extent that such notice is waived or is not required as provided in the Business Corporation Act of the State of Colorado, as amended from time to time (the “CBCA”), the Articles of Incorporation or these Bylaws. However, if the authorized shares of the Corporation are to be increased, at least thirty (30) days’ notice shall be given. Notice to shareholders of record, if mailed, shall be deemed given as to any shareholder of record, when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid, but if three successive letters mailed to the last-known address of any shareholder of record are returned as undeliverable, no further notices to such shareholder shall be necessary, until another address for such shareholder is made known to the Corporation. Without limiting the foregoing, any notice to shareholders given by the Corporation pursuant to these Bylaws shall be effective if given by a form of electronic transmission consented to by the shareholder to whom the notice is given.

When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time, place and the means of remote communication, if any, by which shareholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

Section 3.8****Stock List. The officer or agent having charge of the stock transfer books for shares of the Corporation shall prepare and make available for inspection, a complete list of the shareholders entitled to vote at a meeting of the shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held of record by each such shareholder, beginning the earlier of ten (10) days before the meeting for which the list was prepared or two (2) business days after notice of the meeting is given and continuing through the meeting. Such list shall be subject to inspection by any shareholder for any purpose germane to the meeting at any time during usual business hours at the principal office of the Corporation, whether within or outside Colorado, or at a place identified in the notice of the meeting in the city on which the meeting will be held; provided, however, if the record date for determining the shareholders entitled to vote is less than ten (10) days before the meeting date, the list shall reflect the shareholders entitled to vote as of the tenth (10th) day before the meeting date. If the meeting is to be held at a designated place, such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder for any purpose germane to the meeting during the whole time of the meeting. If the meeting is to be held solely by means of remote communication, then such list shall also be subject to the inspection of any shareholder for any purpose germane to the meeting during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such record or transfer books or to vote at any meeting of shareholders.

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Section 3.9****Proxies. Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may vote, consent or dissent either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 3.10****Quorum and Required Vote. Except as otherwise provided by statute or by the Articles of Incorporation, the presence in person or by proxy of one-third of the voting power of the outstanding shares of the Corporation entitled to vote shall constitute a quorum at a meeting of shareholders. If less than one-third of voting power of the outstanding shares are represented at a meeting, either the presiding officer of the meeting or a majority of the voting power of the shares so represented may adjourn the meeting from time to time in accordance with Section 3.7, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the withdrawal of enough outstanding shares of the Corporation entitled to vote that leaves less than a quorum.

If a quorum is present at a meeting of shareholders, action on a matter is approved if the votes favoring the action exceed the votes opposing the action, unless a greater number of affirmative votes, or voting by voting groups, is required by law, the Articles of Incorporation or these Bylaws (if authorized by the Articles of Incorporation). Notwithstanding the foregoing and unless the Articles of Incorporation provide otherwise, in the election of directors each shareholder entitled to vote at such election shall have the right to vote the number of shares owned by such shareholder for as many persons as there are directors to be elected, and for whose election the shareholder has the right to vote. Those candidates receiving the highest number of votes cast in their favor (equal to the number of directors to be elected) are elected to the board of directors. Cumulative voting shall not be allowed.

Section 3.11****Conduct of Meetings. At each meeting of shareholders, the president of the Corporation or such other person as the president or the Board designates shall act as the presiding officer of the meeting and shall fix and announce the date and time of the opening and the closing of the polls for each matter upon which the shareholders will vote at the meeting and shall determine the order of business and all other matters of procedure. The Board may adopt by resolution such rules, regulations, and procedures for the conduct of the meeting of shareholders as it shall deem appropriate. Except to the extent inconsistent with any such rules and regulations adopted by the Board, the presiding officer of the meeting shall have the right and authority to convene and to adjourn the meeting and to establish rules, regulations, and procedures, which need not be in writing, for the conduct of the meeting and to maintain order and safety. Without limiting the foregoing, he or she may:

(a)           restrict attendance at any time to bona fide shareholders of record and their proxies and other persons in attendance at the invitation of the presiding officer or the Board;

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(b)           place restrictions on entry to the meeting after the time fixed for the commencement thereof;

(c)           restrict dissemination of solicitation materials and use of audio or visual recording devices at the meeting;

(d)           adjourn the meeting without a vote of the shareholders, whether or not there is a quorum present; and

(e)           make rules governing speeches and debate, including time limits and access to microphones.

The presiding officer of the meeting shall act in his or her absolute discretion, and his or her rulings shall not be subject to appeal.

Section 3.12****Remote Communications. For the purposes of these Bylaws, if authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, shareholders and proxyholders not physically at a meeting of shareholders may, by means of remote communication:

(a)           participate in a meeting of shareholders; and

(b)          be deemed present in person and vote at a meeting of shareholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxyholder, (ii) the Corporation shall implement reasonable measures to provide such shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any shareholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

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Article IV

DIRECTORS, POWERS AND MEETINGS

Section 4.1****General Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board. In addition to the powers and authorities expressly conferred upon the Board by these Bylaws, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders or officers.

Section 4.2****Number, Tenure and Qualifications. The Board shall consist of such number of directors as may be determined from time to time by the Board, but such number shall not be less than three (3) nor more than nine (9), and shall initially be set at seven (7). Directors need not be shareholders of the Corporation or residents of the State of Colorado. Each director shall hold office until his or her successors shall have been elected and qualified or until his or her earlier death, resignation or removal.

Section 4.3****Nomination of Directors. Nominations of candidates for election as directors at any annual meeting of shareholders at which directors will be elected may be made (i) by the Board, or (ii) by any shareholder entitled to vote at any such meeting only in accordance with the procedures established in Section 3.5.

Section 4.4****Chairman. The Board may elect a chairman, and any such chairman shall (when present) preside at meetings of the Board and lead the Board in fulfilling its responsibilities. In the absence of the chairman, a member of the Board selected by the members present shall preside at meetings of the Board. The Board may delegate such other authority and assign such additional duties to the chairman as it may from time to time determine.

Section 4.5****Regular Meetings. A regular meeting of the Board shall be held as soon as practicable after the annual meeting of shareholders at the time and place, either within or without the State of Colorado, determined by the Board for the purpose of electing officers and the transaction of such other business as may come before the meeting, and no notice shall be required in connection therewith. Additional regular meetings of the Board may be held without notice at the time and place, either within or without the State of Colorado, as determined by resolution adopted by the Board.

Section 4.6****Special Meetings. Special meetings of the Board or any committee designated by said Board may be called at any time by or at the request of the chairman of the Board, the president, or any director, and may be held within or outside the State of Colorado at such time and place as the notice or waiver thereof may specify. Notice of the date, time and place of each such special meeting shall be given to each director who has not waived notice. Such notice shall be properly and timely given if it is (a) deposited in the United States mail not later than the fifth (5th) calendar day preceding the date of the meeting, or (b) personally delivered, telegraphed, sent by either facsimile transmission, electronic mail (effective when directed to an electronic mail address of the director), or other form of electronic transmission, or communicated by telephone or in person at least forty-eight (48) hours prior to the date or time fixed for the meeting. Special meetings of the Board may be held at any time that all directors are present in person, and presence of any director at a meeting shall constitute waiver of notice of such meeting except as otherwise provided by law. Unless specifically required by law, the Articles of Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose of, any meeting of the Board or any committee designated by said Board need be specified in the notice or waiver of notice of such meeting.

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Section 4.7****Participation in Meetings by Telephone. Members of the Board or any committee designated by such Board may participate in a meeting of the Board or committee by means of conference telephone, webcast or other communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person at the meeting.

Section 4.8****Quorum and Voting. A quorum at all meetings of the Board shall consist of the presence in person of a majority of the total number of directors then holding office. If less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, until a quorum shall be present. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless the vote of a greater number is required by the laws of the State of Colorado or by the Articles of Incorporation or these Bylaws. No director may vote or act by proxy at any meeting of the Board.

Section 4.9****Resignations.

(a)          Any director may resign at any time by giving written notice to the Corporation. A director’s resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof by the Corporation. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

(b)          Any director who is an employee of the Corporation shall be deemed to have tendered his/her resignation as a director to the Board upon termination of his/her employment with the Corporation. The Board shall determine whether to accept such resignation or whether the director shall finish his/her term as a director. Until and unless the Board formally accepts, by majority vote, such resignation or if the Board does not accept, by majority vote, the resignation, the director shall continue to serve on the Board and have full authority, power and privileges of a member of the Board until the end of such director’s term.

Section 4.10****Vacancies. Unless otherwise provided in the Articles of Incorporation, any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by an election at an annual meeting, or at a special meeting of shareholders called for that purpose. A director elected pursuant to this Section 4.10 shall hold such office until the next annual meeting of shareholders and until his or her successor is duly elected and qualified, unless sooner displaced.

Section 4.11****Compensation. Directors, as such, may receive such compensation as may be established by resolution of the Board for their services as directors, and in addition thereto, shall be paid for their reasonable traveling expenses, if any, for attendance at meetings of the Board. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore. Members of any committee of the Board may be allowed compensation for attending committee meetings and service on such committee.

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Section 4.12****Committees.

(a)          The Board, by resolution, may designate from among its members an executive committee, and one or more other committees each of which, to the extent provided in the resolution shall have all of the authority of the Board; but no such committee shall have the authority of the Board in reference to amending the Articles of Incorporation, adopting a plan of merger or consolidation, recommending to the shareholders the sale, lease, exchange or other disposition of all or substantially all of the property and assets of the Corporation otherwise than in the usual and regular course of its business, recommending to the shareholders a voluntary dissolution of the Corporation or a revocation thereof, or amending these Bylaws. The Board may also designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

(b)          Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

(c)          The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law.

Section 4.13****Removal of Directors. The shareholders may, at a meeting called for the express purpose of removing directors, by a majority vote of the shares entitled to vote at an election of directors, remove the entire Board or any lesser number, with or without cause.

Article V

OFFICERS

Section 5.1****General. The officers of the Corporation shall consist of at least a president, a corporate secretary and a chief financial officer each of whom shall be eighteen years or older and who shall be elected by the Board at its first meeting after the annual meeting of shareholders. Unless removed in accordance with procedures established by law and these Bylaws, the said officers shall serve until the next succeeding annual meeting of the Board and until their respective successors are elected and qualified or until their earlier death, resignation or removal. Any two offices, but not more than two, may be held by the same person at the same time, except that one person may not simultaneously hold the offices of president and secretary.

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Section 5.2****Other Officers. The Board may elect or appoint such other officers, assistant officers and agents as it may deem advisable, who shall hold office during the pleasure of the Board.

Section 5.3****Officer Positions. The officers of the Corporation shall exercise and perform the respective powers, duties and functions as are stated below, and as may be assigned to them by the Board.

(a)          The president shall be the chief executive of the Corporation and shall, subject to the control of the Board, have general supervision, direction and control of the business and officers of the Corporation. He, or his designate, shall preside at all meetings of the shareholders and of the Board, in the absence of the chairman of the Board. The president or a vice president may sign and execute, to the fullest extent permitted by law, in the name of the Corporation, all authorized stock certificates, bonds, deeds, mortgages, leases, contracts and other instruments of the Corporation, except in cases in which the signing and execution thereof shall have been expressly delegated to some other officer or agent of the Corporation. The president shall have such powers customarily and usually associated with the position of president and shall perform all the duties commonly incident to this office and such other duties as the Board shall designate.

(b)           In the absence or disability of the president, the vice president or vice presidents, if any, in order of their rank as fixed by the Board, and if not ranked, the vice presidents in the order designated by the Board, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions on, the president. Each vice president shall have such other powers and perform such other duties as may from time to time be assigned to him by the president.

(c)          The secretary shall keep accurate minutes of all meetings of the shareholders and the Board. The secretary shall keep, or cause to be kept a record of the shareholders of the Corporation and shall be responsible for the giving of notice of meetings of the shareholders and of the Board. The secretary shall be custodian of the records and of the seal of the Corporation and shall attest the affixing of the seal of the Corporation when so authorized. The secretary shall have such powers and perform all duties commonly incident to his office and such other powers and duties as may from time to time be assigned to him by the president.

(d)          An assistant secretary may, at the request of the secretary, or in the absence or disability of the secretary, perform all of the duties of the secretary. He shall perform such other duties as may be assigned to him by the president or by the secretary.

(e)          The chief financial officer, subject to the order of the Board, shall have the care and custody of the money, funds, valuable papers and documents of the Corporation. He shall keep accurate books of accounts of the Corporation’s transactions, which shall be the property of the Corporation, and shall render financial reports and statements of condition of the Corporation when so requested by the Board or president. The chief financial officer shall perform all duties commonly incident to his office and such other duties as may from time to time be assigned to him by the president. In the absence or disability of the president and vice president or vice presidents, the chief financial officer shall perform the duties of the president.

(f)            An assistant chief financial officer or individual serving in a similar capacity may, at the request of the chief financial officer, or in the absence or disability of the treasurer, perform all of the duties of the chief financial officer. He shall perform such other duties as may be assigned to him by the president or by the treasurer.

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Section 5.4****Compensation. All officers of the Corporation may receive salaries or other compensation if so ordered and fixed by the Board. The Board shall have authority to fix salaries in advance for stated periods or render the same retroactive as the Board may deem advisable. No officer shall be prevented from receiving a salary by reason of the fact that he or she is also a director of the Corporation.

Section 5.5****Delegation of Powers. Notwithstanding any provisions of these Bylaws, the Board may from time to time delegate the powers or duties of any officer to any other officers or agents, including in the event of the absence or inability of any officer to act.

Section 5.6****Removal. Any officer or agent of the Corporation may be removed at any time, with or without cause, by the Board or by the president, if any, whenever in its judgment the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not, of itself, create contract rights.

Section 5.7****Vacancies. Any officer or agent may resign at any time, subject to any rights or obligations under any existing contracts between such officer or agent and the Corporation, by giving written notice to the Corporation. An officer’s or agent’s resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof by the Corporation. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in any office by death, resignation, removal or otherwise shall be appointed by the Board for the unexpired portion of the term and until a successor shall have been duly chosen and qualified.

Section 5.8****Surety Bonds. The Board may require any officer or agent of the Corporation to execute to the Corporation a bond in such sums and with such sureties as shall be satisfactory to the Board, conditioned upon the faithful performance of his or her duties and for the restoration to the Corporation of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

Article VI

FINANCE

Section 6.1****Funds. The Board, in its uncontrolled discretion, may set aside from time to time, out of the net profits or earned surplus of the Corporation, such sum or sums as it deems expedient as a reserve fund to meet contingencies, for equalizing dividends, for maintaining any property of the Corporation, and for any other purpose.

Section 6.2****Deposits and Checks. The moneys of the Corporation shall be deposited in the name of the Corporation in such bank or banks or trust company or trust companies, as the Board shall designate, and may be drawn out only on checks or other transfers signed or authorized in the name of the Corporation by such person or persons as the Board by appropriate resolution may direct. Notes and commercial paper, when authorized by the Board, shall be signed in the name of the Corporation by such officer or officers or agent or agents as shall thereunto be authorized from time to time.

Section 6.3****Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board.

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Article VII

WAIVER OF NOTICE

With any notices required by law, the Articles of Incorporation or these Bylaws to be given to any shareholder or director of the Corporation, a waiver thereof in writing signed by the person entitled to such notice, whether before, at, or after the time stated therein shall be the equivalent to the giving of such notice. Attendance of a person at a meeting or (in the case of a shareholder) by proxy shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.

Article VIII

ACTION WITHOUT A MEETING

Section 8.1****Action Without a Meeting. Any action required or permitted to be taken at a meeting of the directors, executive committee, or other committee of the directors, or shareholders of the Corporation, may be taken without a meeting if a consent in writing, setting forth the action so taken shall be signed by all of the directors, executive or other committee members or shareholders, as the case may be, entitled to vote with respect to the subject matter thereof. Any such consent may be submitted to the Corporation by facsimile transmission, electronic mail or other form of wire or wireless communication that provides the Corporation with a complete copy of such consent, including a copy of the signature thereto.

Section 8.2****Effect of Action Without a Meeting. Such consent shall have the same force and effect as a unanimous vote of the directors, executive committee or other committee members or shareholders, as the case may be and may be stated as such in any articles or document filed with the Secretary of State of Colorado.

Article IX

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

Section 9.1****General Scope.

(a)           The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the CBCA, any person who was or is a party or was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), liability, losses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding if such person acted in good faith and in a manner he or she reasonably believed (i) to be in, or not opposed to, the best interests of the Corporation in the case of conduct in an official capacity with the corporation or (ii) was at least not opposed to the best interests of the Corporation in all other cases, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

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(b)          The termination of any action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not meet the standard of conduct described in Section 9.1(a).

(c)           The Corporation will indemnify a director, officer, employee or agent who is or was a party to a proceeding and failed to meet the standard of conduct set forth in the CBCA and in Section 9.1(a) only to the extent that the court in which such proceeding was brought or another court of competent jurisdiction determines upon application that, despite the failure of the director to meet the applicable standard of conduct but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court shall deem proper.

Section 9.2****Exclusions. The Corporation shall not indemnify nor hold harmless any person who is adjudged liable (a) to the Corporation in connection with a proceeding by or in the right of the Corporation, or (b) is adjudged liable on the basis that he or she derived an improper personal benefit in connection with any proceeding charging that the director derived an improper personal benefit, whether or not involving action in an official capacity; unless and only to the extent that the court in which such proceeding was brought or another court of competent jurisdiction determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such reasonable expenses which such court shall deem proper.

Section 9.3****Expenses. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits in defense of any action, suit or proceeding referred to in Section 9.1, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 9.4****Approval. Any indemnification under Section 9.1 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the officer, director, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the CBCA and in Sections 9.1 and 9.2. Such determination shall be made by either (a) the Board by a majority vote of the directors present at a meeting at which a quorum is present with only those directors not parties to the proceeding being counted in satisfying the quorum; (b) if a quorum cannot be obtained, by a majority vote of a committee of the Board designated by the Board, which consists of two or more directors not parties to the proceeding (except that directors who are parties to the proceeding may participate in the designation of directors for the committee); (c) independent legal counsel appointed in accordance with the CBCA; or (d) the shareholders of the Corporation.

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Section 9.5****Advance Expenses. Expenses incurred (including attorneys’ fees) in defending a proceeding may be paid by the Corporation in advance of the final disposition of such proceeding as authorized by the Board as provided in Section 9.4 upon (a) receipt of a written affirmation of the director’s, officer’s, employee’s or agent’s good faith belief that he or she has met the applicable standard of conduct set forth in the CBCA and Sections 9.1 and 9.2, (b) receipt of a written undertaking, executed personally or on behalf of the director, officer, employee or agent, to repay such amount if it is ultimately determined that he or she did not meet the applicable standard of conduct; and (c) a determination that the facts then known would not preclude indemnification under the CBCA or this Article IX.

Section 9.6****Insurance. The Board may exercise the Corporation’s power to purchase and maintain insurance on behalf of itself and any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss hereunder or otherwise.

Section 9.7****Non-Duplication. The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise shall not be interpreted so as to duplicate any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

Section 9.8****Non-Contravention and Non-Exclusivity. The rights conferred on any person by this Article IX shall not contravene the provisions of any applicable laws and such rights shall not be exclusive of any other rights that such person may be entitled under any provisions of the Articles of Incorporation, these Bylaws, agreement, vote of shareholders or disinterested directors, the CBCA, or otherwise.

Section 9.9****Continuation of Rights. The rights conferred on any person by this Article IX shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a person. Subject to any applicable laws, all rights provided by or granted pursuant to this Article IX shall be deemed to be a contract between the Corporation and each director, officer, employee or agent of the Corporation who serves or served in such capacity at any time while this Article IX is in effect. Any repeal or modification of this Article IX shall not in any way diminish any rights to indemnification of such directors, officers, employees or agents, or the obligations of the Corporation arising hereunder.

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Article X

AMENDMENTS

Section 10.1****Amendment of Bylaws. The Board may amend these Bylaws at any time to add, change or delete a provision unless otherwise prohibited by law. The shareholders may amend the Bylaws even though the Bylaws may also be amended by the Board.

Article XI

MISCELLANEOUS

Section 11.1****Gender. Whenever in these Bylaws the masculine gender is used, it shall be deemed to include the feminine gender.

Section 11.2****Voting of Securities by the Corporation. Unless otherwise ordered by the Board, the president, chief financial officer, each vice president, and the corporate secretary shall have full power and authority on behalf of the Corporation: (a) to attend and to vote at any meeting of security holders of other corporations entities in which the Corporation may hold securities; (b) to execute any proxy for such meeting on behalf of the Corporation; or (c) to execute a written action in lieu of a meeting of such other corporation entity on behalf of the Corporation. At such meeting, by such proxy or by such writing in lieu of meeting, the president and each vice president shall possess and may exercise any and all rights and powers incident to the ownership of such securities that the Corporation might have possessed and exercised if it had been present. The Board may, from time to time, confer like powers upon any other person or persons.

Section 11.3****Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board or a committee thereof.

Section 11.4****Reliance Upon Books, Reports and Records. Each director, each member of any committee designated by the Board, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

Section 11.5****Time Periods. In applying any provision of these Bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

Section 11.6****Subject to Law and Articles of Incorporation. All powers, duties and responsibilities provided for in these Bylaws, whether or not explicitly so qualified, are qualified by the Articles of Incorporation and applicable law.

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Section 11.7****Presumption of Assent. A director or shareholder of the Corporation who is present at a meeting of the Board or shareholders at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file a written dissent of such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director or shareholder who voted in favor of such action.

Approved by the Board of Directors on March 8, 2012.

/s/ Carmen Diges
General Counsel and Secretary

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Exhibit 99.1

Annual Meeting 2025<br>June 19, 2025
Formal Part of the Meeting<br>Carmen Diges, General Counsel<br>Company Presentation<br>Annual Meeting 2025 Rob McEwen, Chairman & Chief Owner<br>Finance Review Jeff Chan, VP Finance<br>Operations Overview Bill Shaver, Chief Operating Officer<br>Operations Gold Bar Adrian Blanco S., Director of America and Mexico Operations<br>Exploration Gold Bar Bob Kastelic, Exploration Manager<br>Operations Fox Complex Rory Greyvensteyn, Director of Operations, Canada<br>Exploration Fox Complex Sean Farrell, Exploration Manager<br>Grey Fox Kevin Bromfield, Project Director, Grey Fox<br>Technical Services Channa Kumarage, Technical Services Director<br>San José Stefan Spears, VP Corporate Development<br>Finance Review Perry Ing, Chief Financial Officer<br>McEwen Copper Michael Meding, VP & GM - McEwen Copper<br>Closing Remarks Rob McEwen, Chairman & Chief Owner<br>Q&A MUX Management 2<br>MUX Annual Meeting 2025 Agenda
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Formal Part of the Meeting<br>Carmen Diges<br>General Counsel
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Annual Meeting 2025<br>Rob McEwen<br>Chairman & Chief Owner
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McEwen Mining’s Board of Directors<br>Rob McEwen<br>CHIEF OWNER AND<br>CHAIRMAN<br>William Shaver<br>CHIEF OPERATING<br>OFFICER AND BOARD<br>DIRECTOR<br>Richard W.<br>Brissenden<br>Ian Ball<br>Alfred Colas<br>Michelle Makori<br>Nicolas<br>Darveau-Garneau<br>Dalia Asterbadi<br>John Florek<br>Steve Kaszas Michael Melanson
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6<br>Board of Directors Skill Set<br>Ian<br>Bill<br>Richard<br>Alfred<br>Michael Steve<br>Michelle<br>John<br>Operations<br>Market<br>IT, Ai<br>Exploration<br>Financial &<br>Corp / Legal<br>Dalia<br>Nicolas<br>Rob
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McEwen Mining Operations:<br>Gold, Silver Production & Copper Development Project<br>Fox Mine Complex<br>Timmins, Canada (100%)<br>San José Mine<br>Argentina (49%)<br>Los Azules<br>Argentina<br>El Gallo – Fenix Project<br>Mexico (100%)<br>Gold Bar Mine<br>Nevada (100%)<br>Elder Creek<br>Nevada<br>Rory Greyvensteyn<br>Sean Farrell<br>Kevin Bromfield<br>Bill Shaver<br>Channa Kumarage<br>Stefan Spears<br>Carmen Diges<br>Adrian Blanco S.<br>Bob Kastelic<br>Adrian Blanco S.<br>Stefan Spears<br>Michael Meding<br>$<br>Perry Ing<br>Jeff Chan<br>7
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This presentation and the information included herein do not constitute an offer to buy or<br>the solicitation of an offer to subscribe for or to buy any of the securities described herein,<br>nor shall there be any sale of these securities in any jurisdiction in which such offer,<br>solicitation or sale would be unlawful prior to registration or qualification under the<br>securities laws of any such jurisdiction.<br>This presentation contains certain forward-looking statements and information, including<br>"forward-looking statements" within the meaning of the Private Securities Litigation<br>Reform Act of 1995 ("Forward-looking Statements"). The Forward-looking Statements are<br>intended to be subject to the safe harbor provided by Section 27a of the Securities Act of<br>1933, Section 21e of the Securities Exchange Act of 1934 and Private Securities Litigation<br>Reform Act of 1995. The Forward-looking Statements express, as at the date of this<br>presentation, McEwen Mining Inc. (the "Company") estimates, forecasts, projections,<br>expectations or beliefs as to future events and results. Forward-looking Statements are<br>necessarily based upon a number of estimates and assumptions that, while considered<br>reasonable by management, are inherently subject to significant business, economic and<br>competitive uncertainties, risks and contingencies. There can be no assurance that such<br>statements and information will prove to be accurate. Therefore, actual results and future<br>events could differ materially from those anticipated in such statements and information.<br>Risks and uncertainties that could cause results or future events to differ materially from<br>current expectations expressed or implied by the Forward-looking Statements include, but<br>are not limited to, factors associated with fluctuations in the market price of precious<br>metals, mining industry risks, political, economic, social and security risks associated with<br>foreign operations, the ability of the corporation to receive or receive in a timely manner<br>permits or other approvals required in connection with operations, risks associated with<br>the construction of mining operations and commencement of production and the<br>projected costs thereof, risks related to litigation, the state of the capital markets,<br>environmental risks and hazards, uncertainty as to calculation of mineral resources and<br>reserves, risk of delisting from a public exchange, and other risks. Readersshould not place<br>undue reliance on Forward-looking Statements, which speak only as of the date hereof. The<br>Company undertakes no obligation to reissue or update Forward-looking Statements as a<br>result of new information or events after the date hereof, except as required by law. See<br>McEwen Mining's Annual Report on Form 10-K/A for the fiscal year ended December 31,<br>2024, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and other<br>filings with the Securities and Exchange Commission (the “SEC”), under the caption "Risk<br>Factors", for additional information on risks, uncertainties and other factors relating to the<br>Forward-looking Statements. All Forward-looking Statements made in this presentation are<br>qualified by this cautionary statement. Unless otherwise stated, all currency information<br>quoted in this presentation isinU.S. dollars.<br>The technical contents of this presentation, including reserves, have been reviewed and<br>approved by William Shaver, COO; the exploration technical contents of this presentation<br>including resources content have been reviewed and approved by Luke Willis, P. Geo.,<br>Director of Resource Modelling; all are Qualified Persons as defined by Canadian Securities<br>Administrators National Instrument 43-101 "Standards of Disclosure for Mineral Projects".<br>We are subject to the reporting requirements of the Securities and Exchange Act of 1934,<br>as amended (the “Exchange Act”) and applicable Canadian securities laws, and as a result,<br>we have reported our mineral reserves and mineral resources according to two different<br>standards. U.S. reporting requirements are governed by Item 1300 of Regulation S-K (“S-K<br>1300”), as issued by the U.S. Securities and Exchange Commission (“SEC”). Canadian<br>reporting requirements for disclosure of mineral properties are governed by National<br>Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), as adopted<br>from the definitions provided by the Canadian Institute of Mining, Metallurgy and<br>Petroleum. Both sets of reporting standards have similar goals in terms of conveying an<br>appropriate level of confidence in the disclosures being reported, but the standards<br>embody slightly different approaches and definitions. All disclosure of mineral resources<br>and mineral reserves in thisreport are reported in accordance with S-K 1300.<br>Investors should be aware that the estimation of measured resources and indicated<br>resources involve greater uncertainty as to their existence and economic feasibility than<br>the estimation of proven and probable reserves, and therefore investors are cautioned not<br>to assume that all or any part of measured or indicated resources will ever be converted<br>into reserves defined under S-K 1300. The estimation of inferred resources involves far<br>greater uncertainty as to their existence and economic viability than the estimation of<br>other categories of resources. It is expected that, with further exploration, the majority of<br>inferred resources will eventually be upgraded to a higher resource category. Investors are<br>cautioned not to assume that all or any part of inferred resources exist, or that they can be<br>mined legally or economically.<br>Cautionary Statement<br>8
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MUX: Cautionary Note Regarding<br>NON-GAAP Measures<br>In this presentation, we have provided information prepared or calculated according to U.S. GAAP, as well as provided some non-U.S. GAAP ("non-GAAP") performance measures. Because the<br>non-GAAP performance measures do not have any standardized meaning prescribed by U.S. GAAP,theymay not be comparable to similar measures presented by other companies.<br>Total Cash Costs per GEO, and All-in Sustaining Costs (“AISC”) per GEO<br>Total cash costs consist of mining, processing, on-site general and administrative costs, community and permitting costs relatedto current explorations, royalty costs, refining and treatment<br>charges (for both doré and concentrate products), sales costs, export taxes and operational stripping costs. All-in sustaining cash costs consist of total cash costs (as described above), plus<br>environmental rehabilitation costs, amortization of the asset retirement costs related to operating sites, sustaining exploration and development costs, and sustaining capital expenditures. In<br>order to arrive at our consolidated all-in sustaining costs, we also include corporate general and administrative expenses. Depreciation is excluded from both total cash costs and all-in sustaining<br>cash costs. For both total cash costs and all-in sustaining costs we include our attributable share of total cash costs from operations where we hold less than a 100% economic share in the<br>production, such as MSC, where we hold a 49% interest. Total cash cost and all-in sustaining cash cost per GEO sold are calculated on a co-product basis by dividing the respective proportionate<br>share of the total cash costs and all-in sustaining cash costs for the period attributable to each metal by the ounces of each respective metal sold. We use and report these measures to provide<br>additional information regarding operational efficiencies both on a consolidated and an individual mine basis, and believe that these measures provide investors and analysts with useful<br>information about our underlying costs of operations. A reconciliation to the nearest U.S. GAAP measure is provided in McEwen Mining's Annual Report on Form 10-K/A for the year ended<br>December 31, 2024 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.<br>Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”)<br>Adjusted EBITDA is a non-GAAP financial measure and does not have any standardized meaning. We use adjusted EBITDA to evaluate our operating performance and ability to generate cash<br>flow from our wholly owned operations in production; we believe this measure provides valuable assistance to investors and analysts in evaluating our ability to finance our precious metal<br>operations and capital activities separately from our copper exploration operations. The most directly comparable measure prepared in accordance with GAAP is net loss before income and<br>mining taxes. Adjusted EBITDA is calculated by adding back McEwen Copper's income or loss impacts on our consolidated income or loss before income and mining taxes. A reconciliation to the<br>nearest U.S. GAAP measure is provided in McEwen Mining's Annual Report on Form 10-K/A for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the quarter ended<br>March 31, 2025.<br>9
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0<br>5<br>10<br>15<br>20<br>25<br>30<br>35<br>40<br>45<br># of<br>Gold<br>Ounces<br>To Buy<br>The<br>Dow<br>129 Years of History: Number of Ounces of Gold to buy DJIA<br>1896 1920 1940 1960 1980 2000 2020<br>1 oz<br>Jan 18, 1980<br>Note: Data presented for illustrative purposes only. Historical returns do not guarantee positive future returns. Source: Bloomberg. measuringworth.com. OnlyGold.com. As of June 18, 2025.<br>2 oz<br>Jul 8, 1932<br>1 oz<br>Aug 7, 1896<br>44 oz<br>Jul 16, 1999<br>28 oz<br>Nov 26, 1966<br>18 oz<br>Aug 30, 1929<br>11<br>Dow: $41<br>Gold: $21<br>Dow: $867<br>Gold: $850<br>Market Timing – Gold vs DJIA<br>Dow: $42,172<br>Gold: $3,369<br>Dow: $25<br>Gold: $21<br>13 oz<br>Jun 18, 2025
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0<br>2<br>4<br>6<br>8<br>10<br>1970 1975 1980 1985 1990 1995 2000 2005 2010 2015 2020 2025<br>Commodities Are Cheap @ 55 Year Low Relative to Equities<br>S&P GS Commodity Index vs S&P 500 (1970-2025)<br>Tech Bubble<br>Current Period<br>Commodities Expensive vs Equities<br>Commodities Cheap vs Equities<br>2008 Financial Crisis<br>1990 Gulf War<br>Source: Bloomberg. As of June 18, 2025.<br>Oil Crisis
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13<br>Mining Industry As a % of Global Equities<br>Global Mining Industry Aggregate Market Cap Relative to Total Global Stocks' Market Cap<br>Today<br>Source: Statista, S&P Global Market Intelligence, Tavi Costa, Crescat Capital LLC. As of May 13, 2025.<br>10% 10%<br>9% 9%<br>7%<br>6% 6% 6%<br>7% 7%<br>9%<br>11% 11% 11%<br>9%<br>8%<br>7%<br>6%<br>5%<br>4% 4%<br>3% 3%<br>2% 2%<br>1%<br>0%<br>2%<br>4%<br>6%<br>8%<br>10%<br>12%<br>1900 1905 1910 1915 1920 1925 1930 1935 1940 1945 1950 1955 1960 1965 1970 1975 1980 1985 1990 1995 2000 2005 2010 2015 2020 2025
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-100<br>-50<br>0<br>50<br>100<br>150<br>200<br>250<br>2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025<br>Gold GDX GDXJ 14<br>Divergence: Gold (yellow) Running Ahead and<br>Gold Equities (GDX ETF blue & GDXJ ETF red) Are Poised to Outperform<br>Source: Bloomberg. Monthly chart. As of June 18, 2025.<br>%
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-50<br>0<br>50<br>100<br>150<br>200<br>250<br>300<br>350<br>Sep/2022 Dec/2022 Mar/2023 Jun/2023 Sep/2023 Dec/2023 Mar/2024 Jun/2024 Sep/2024 Dec/2024 Mar/2025 Jun/2025<br>MUX GDX GDXJ Nasdaq Gold Silver Copper Dow<br>%<br>Investments in McEwen Copper<br>Stellantis ARS $30 B<br>Nuton - Rio Tinto $30 M<br>McEwen Copper<br>completes $81.85 M<br>financing incl. $25 M<br>from Nuton - Rio Tinto<br>Investments in<br>McEwen Copper<br>Stellantis ARS $42 B<br>Nuton - Rio Tinto $10 M<br>MUX's Relative Performance Over Past 33 Months<br>Reduced debt<br>by 39%<br>2023 EPS $1.15<br>Gold operations<br>production met<br>guidance Los Azules 2023<br>PEA published<br>MUX<br>+219%<br>MUX<br>Share Price<br>US$<br>$12<br>$8<br>$4<br>Note: Data presented for illustrative purposes only. Historical returns do not guarantee positive future returns. Source: Bloomberg. Chart from Sep 1, 2022 (MUX $2.97) to Jun 18, 2025 (MUX $9.46).<br>MUX convertible<br>notes financing<br>MUX's Relative<br>Performance<br>Sep 1, 2022 – Jun 18, 2025<br>GDXJ +144%<br>GDX +130%<br>~1.5X<br>Silver +106% ~2X<br>Gold +98%<br>Nasdaq +66% ~3X<br>Copper +41% ~5X<br>Dow +33% ~7X<br>16
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McEwen Copper MUX<br>Amount Share Price Market Value Ownership Value Value/Share<br>Aug<br>2022 $82 M $10 $256 M 68.1% $175 M $3.25<br>Feb<br>2023<br>$30 M<br>$19 $550 M 51.9% $285 M $5.29<br>ARS $30 B1<br>Oct<br>2023<br>$10 M<br>$26 $800 M 47.7% $382 M $7.09<br>ARS $42 B2<br>Oct<br>2024 $56 M $30 $984 M 46.4% $457 M $8.47<br>McEwen Copper Private Financings: $453M Completed<br>2 Large Shareholders – Rio Tinto (Nuton) & Stellantis<br>M - millions, B - billions<br>Excludes 1.25% NSR on Los Azules & Elder Creek<br>1. Equivalent to US$155 M @ Official FX<br>2. Equivalent to US$120 M @ Official FX<br>McEwen Copper’s Growing Impact on MUX Share Value<br>17
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McEwen Mining: More Value to Potentially Surface<br>Management’s Estimate of Value. Sum of Its Parts.<br>MUX’s Assets<br>Range of Estimated $US<br>Value per MUX Share1<br>Low High<br>McEwen<br>Copper (46.4%)2<br>Los<br>Azules $8.47 3<br>$29.04 4<br>Royalty Portfolio $0.65 5<br>$0.65 5 MUX’s Closing Share<br>Price on NYSE on<br>Gold & Silver June 18, 2025 6 $8.10 7<br>$24.30 8<br>Total $17.22 $53.99 $9.46<br>Notes<br>1. McEwen Mining has 53.9M shares, as of June 18, 2025, estimated by McEwen Mining management.<br>2. McEwen Mining owns 46.4% of McEwen Copper, as of June 18, 2025, which owns the Los Azules and the Elder Creek projects.<br>3. (US$984M x 46.4%)/ 53.9M, = $8.47 using McEwen Copper’s implied market value of US$984 million on October 24, 2024.<br>4. ($4.5B x 75% x 46.4%)/ 53.9M = $29.04, using 75% of BHP / Lundin US$4.5 B deal for Josemaria’s and Filo del Sol’s copper deposits on July 29, 2024.<br>5. Estimated at $35M/ 53.9M, based on 1.25% NSR on Los Azules and Elder Creek, plus three other royalties.<br>6. Peer group (Jaguar Mining, Silvercorp, Fortitude, Endeavour Silver) Peers Avg EV/GEO = US$7,195/ GEO, MUX EV/ GEO = $4,398/ GEO. As of June 18, 2025.<br>Using (MUX Midpoint Guidance GEOs x Peers Avg EV/GEO + MUX Cash – MUX Debt)/ MUX Shares taken at:<br>7. 50% discount to $16.20 market value; 8. 50% premium to $16.20 market value.<br>Based on NYSE closing share price on June 18, 2025.<br>18
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Financial Review<br>Jeff Chan<br>VP Finance
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20<br>Current Financial Snapshot<br>Liquidity Debt Gross Profit Adjusted EBITDA<br>Improving working<br>capital<br>Cash1<br>$51 M<br>Working Capital1<br>$45 M<br>Positioning for<br>project growth<br>Convertible Debt<br>US$110 M<br>Closed in Feb 2025<br>Total Debt<br>US$130 M<br>Strong gold price<br>environment<br>Q1 2025<br>$10 M<br>Q1 2024<br>$6 M<br>Profitability in our<br>operations<br>Q1 2025<br>$9 M<br>$0.16/share<br>Q1 2024<br>$6 M<br>$0.13/share<br>1 Cash and working capital are preliminary estimates presented as at May 31, 2025. Cash includes cash, cash equivalents, and restricted cash.<br>Working capital represents our current assets less current liabilities.
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21<br>2025 Guidance and Q1 2025 Performance<br>Site Production<br>Q1 2025<br>Production<br>Guidance<br>FY 2025<br>Cash cost<br>Q1 2025<br>Cash Cost<br>Guidance<br>FY 2025<br>AISC<br>Q1 2025<br>AISC<br>Guidance<br>FY 2025<br>Fox Complex 5,520 oz 30 – 35,000 oz $2,061 $1,600 – 1,800 $2,504 $1,700 – 1,900<br>Gold Bar 7,688 oz 40 – 45,000 oz $1,146 $1,500 – 1,700 $2,197 $1,700 – 1,900<br>100% Owned 13,208 oz 70 – 80,000 oz $1,528 $1,542 – 1,744 $2,325 $1,700 – 1,900<br>San José 10,924 oz 50 – 60,000 oz $2,575 $1,600 – 1,800 $3,047 $1,900 – 2,100<br>Consolidated 24,132 oz 120 – 140,000 oz $2,002 $1,550 – 1,750 $2,652 $1,800 – 2,000<br>Currently maintaining production and cost guidance at our operations as follows:<br> • Fox Complex: Mining production improved during Q2 compared to Q1 2025, and we remain on target to meet production guidance through the<br>remainder of the year. Unit costs declined accordingly and we also expect to meet cost guidance for 2025.<br> • Gold Bar: Capital stripping finalized at Pick and is on track to meet production and cost guidance for 2025.<br> • San José: While on track to meet production guidance, we continue to monitor inflationary pressure on local Argentine costs.
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Operations<br>Bill Shaver<br>Chief Operating Officer
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23<br>Building the Future of McEwen Mining<br>Fundamental Strengths of McEwen Mining<br> • Excellent Safety Performance at All Operations and Exploration Projects, Including Contractors.<br> • Environmental Stewardship Excellent at All Operations.<br> • Exploration Success, Gold Resources Now Headed Toward 4.0 Million Ounces.<br> • Significant Cash Flow from Operations.<br> • Building for the Future at Stock and Grey Fox.<br> • Building the Future at Gold Bar and Timberline.<br> • Planning the Future of El Gallo.<br> • Operations Extended into 2030’s.<br> • Building the Long-Term Mega Future at Los Azules.<br> • Our People Are the Key to Our Success.
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24<br>Building the Future of McEwen Mining<br>What Will the Next 5 Years Look Like for Timmins<br> • Froome<br> ▪ Will extend to mid-year 2026 due to new better grade mineralization at Froome West (+3.0 g/t), which<br>we are starting to mine<br> • Stock Mine and Mill<br> ▪ Ramp Access to the Stock Mine underground started<br> ▪ Stock Mine is dewatered and the Ramp will access the mine at the 4th Level in Q1 2026<br> ▪ Mining planned to start in 2026<br> • Grey Fox<br> ▪ Started the Study & Permitting Phase of Grey Fox Mine, which we plan to have in production in 2028<br> ▪ Project Director Kevin Bromfield gives us a view of this later in the presentation<br> ▪ Mined material will initially go to Stock Mill but we see a new bigger mill in the future of Grey Fox<br> • Long Term Objective: Reaching 100,000 ounces annual gold production by 2030
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25<br>Building the Future of McEwen Mining<br>What Will the Next 5 Years Look Like for Gold Bar & Timberline<br> • Gold Bar - will continue mining and exploration into 2030.<br> • Gold Bar South - will mine all known resources in 2026.<br> • Timberline assets - will continue working on permitting, hoping to be in production in 2027.<br> • Adrian Blanco and Bob Kastelic will speak further to this.<br>What Will Mexico Contribute<br> • We hope to be able to start producing a small amount of Gold and Silver in Mexico at the same time<br>as reclamation work continues but this will be challenging due to the permitting pace and the<br>opposition to open pit mining.
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Operations<br>Adrian Blanco S.<br>Director of America and<br>Mexico Operations
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27<br>Gold Bar Mining Operation in Nevada<br>Strong Performance in 2024 - Excellence in Safety, Production, Cost Control & Mine-Life Expansion<br>1) Safety: 5.3 years without Lost Time Injuries - and still counting.<br>2) 44.6 Koz Gold Production: 7% above guidance & higher than 2023.<br>3) Strong Control of Costs/oz: $1,425 Cash Cost (below guidance) & $1,677 AISC (within guidance).<br>4) Mine-Life: >2 years expansion through exploration success & stronger gold prices<br>(before Timberline Resources integration).<br>Outlook for 2025 - On Track to Meet or Exceed Guidance<br>Production: 43-45 Koz Gold.<br>Costs/oz: ~$1,600 Cash Cost & ~$1,800 AISC, within guidance.<br>(considers the high stripping phase).<br>To Reiterate, Our People Drive Our Success.
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Exploration Nevada Projects<br>Bob Kastelic<br>Exploration Manager
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100 miles<br>Midas<br>South<br>Seven<br>Troughs<br>New Pass<br>Las Vegas<br>Elko<br>Winnemucca<br>Lovelock<br>N<br>Reno<br>Active Projects<br>Inactive Projects<br>Nevada Exploration Projects	Location Map<br>Projects in Northern Nevada<br> • 2025 Exploration Budget US$7 M<br> • 36,000 m drilling planned for 2025<br>Active Projects<br> • Carlin-Type Deposits On Battle Mountain-Eureka Trend,<br>South of Cortez:<br>Gold Bar<br>Timberline Eureka<br> • In High-Grade Epithermal Vein District North of Lovelock:<br>Seven Troughs<br>29<br>Battle Mtn-Eureka Trend<br>Timberline<br>Eureka<br>Tonkin<br>Gold Bar<br>Elder<br>Creek<br>Eureka<br>Slaven Cortez
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Dec 2024 Gold Bar Resources & Reserves1<br>:<br>221,900 oz Gold @ 0.64 g/t Proven & Probable<br>95,900 oz Gold @ 0.68 g/t Indicated<br>7,900 oz Gold @ 0.59 g/t Inferred<br>- 2024 Production 44,600 oz Gold<br>- Added 55,700 oz Gold in 2024 (net of production)<br>- Discovery cost per oz Gold: US$70<br>Near-Mine Targets<br>- Gold in Drill Intersections >1 g/t Gold at:<br> Taurus, Rook, Hunter, Saddle, Jug Handle<br>1 Resources are presented exclusive of Reserves<br>30<br>Gold Bar Complex	Advancing Brownfields Targets in 2025
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• Located 30 miles from Gold Bar<br> • Lookout Resource (2024 acquisition from Timberline)<br>423 Koz Gold @ 0.017 oz/T (0.56g/t) Measured & Indicated<br>84 Koz Gold @ 0.011 oz/T (0.39g/t) Inferred<br> • Windfall Potential<br>Open-Pit and underground oxide potential containing<br>100-200 Koz Gold @ 0.75-2 g/t<br> • Past Production<br>154 Koz Gold @ 0.10-0.3 oz/T (3.4-20 g/t)<br>from Lookout and Windfall<br> • 2024 Drilling Program<br>Strong exploration results at Windfall 31<br>Timberline Eureka Property<br>Lookout and Windfall Projects<br>Windfall<br>Lookout<br>Mountain
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32<br>Timberline Eureka Property<br>Windfall Project<br>Potential for 100-200 Koz Gold<br>Open-Pit Oxide Grading 0.75-2 g/t
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Lookout Mountain Exploration<br>2025 Drilling Program – 5,000 m<br> • Convert 84 Koz Gold Inferred Resources to Indicated<br> • Resource Definition to better determine shapes of mineralized zones<br> • Extend Mineralization along strike and at depth<br> • Core for Metallurgical Test Work and geologic data to define controls to mineralization<br>33<br>Timberline Eureka Property<br>Lookout Mountain Project
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Early 1900's Gold Production averaged 1.2 oz/T (41 g/t), one of the<br>highest-grade historical districts in Nevada<br>High-Grade Epithermal Vein Mineralization:<br>o >1 oz/T Gold left behind in flooded stopes at 1,000 ft depth<br>o >1 oz/T Gold in legacy drill holes<br>o Near-Surface Mineralization<br>Exploration potential includes both<br>underground and open-pit targets<br>Timberline Property<br>Seven Troughs Project<br>Scale in Miles 34 Gold Specimen from Seven Troughs
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Operations<br>Rory Greyvensteyn,<br>Director of Operations, Canada
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36<br>Fox Complex – Froome Mine<br>Strong Safety Culture - No Lost-Time Injuries<br>Zero Environmental Reportable Incidents<br>Mine Life Extended to Q2-2026<br> • Budget plan had production ending in 2025<br>Gold Production<br> • 2024 – 30,000 oz Au<br> • 2025 Jan - May – 8,000 oz Au<br> • 2025 Forecast – 30,000 oz Au
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37<br>Fox Complex – Froome West Zone<br>March 2025 Mineable Inventory Update<br> • 232 Kt @2.54 g/t Gold = 19 Koz Gold<br>June 2025 Mineable Inventory Update<br> • 191 Kt @ 4.34 g/t Gold = 27 Koz Gold<br> • 8 Koz Gold increase through a 5-week drill<br>program!<br>Phase 2 Infill & Definition Drill Program<br>Ongoing<br> • Estimated completion July 2025<br>Longer Term Potential Very Good.
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• Mine development operations proceeding @ Stock Project<br> • Commercial production planned to begin in 2026<br> • East Zone Resource:<br>75,000 oz Gold @ 2.70 g/t Indicated &<br>50,000 oz Gold @ 2.66 g/t Inferred<br> • Total Stock Project Resource:<br>281,000 oz Gold @ 3.12 g/t Indicated &<br>182,000 oz Gold @ 2.87 g/t Inferred<br> • Good exploration potential at all three Stock zones<br>Stock Project	Operational & Closure Plan Permit Received<br>38
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Exploration Fox Complex<br>Sean Farrell<br>Exploration Manager
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Fox Complex<br> • Production to Date: 3.3 M oz Gold<br> • Resources: 2.2 M oz Gold M+I @ 3.64 g/t & 0.8 M oz Gold Inferred @ 3.18 g/t<br> • Primary & Secondary Structural Controls: >30 km<br> • 2025 Exploration Budget: US$10 M<br>40<br>Fox Complex	Resource Building & Exploration Success<br>In the Timmins Camp (>70 M oz Gold Production)<br>0.1 M oz Au<br>Production<br> >1 M oz Au<br>Production<br>2.2 M oz Au<br>Production
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41<br>Stock Project	Resources and Exploration Potential<br>Stock Gold Resources1<br>Indicated<br>West & Main 206,000 oz Gold @ 3.31 g/t<br>East 75,000 oz Gold @ 2.70 g/t<br>Total Indicated 281,000 oz Gold @ 3.12 g/t<br>Inferred<br>West & Main 132,000 oz Gold @ 2.96 g/t<br>East 50,000 oz Gold @ 2.66 g/t<br>Total Inferred 181,000 oz Gold @ 2.87 g/t<br>1 Numbers may not sum due to rounding
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Grey Fox	A 2 Million oz Gold Deposit<br>Drilling Highlights<br>Drillhole Grade<br>(g/t Gold)<br>Width<br>(m)<br>24GF-1508 10.2 11.1<br>24GF-1511 46.3 1.3<br>24GF-1513 11.2 5.8<br>24GF-1520 17.7 8.0<br>25GF-1525 12.9 4.3<br>25GF-1528 5.5 10.5<br>25GF-1537 8.6 8.7<br>25GF-1537 4.4 13.4<br>25GF-1539 12.4 10.7<br>25GF-1548 4.0 30.1<br>All assay intervals represent true widths. 42<br>g/t Au / m (true width)<br>Stroud
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Grey Fox	Exploration Horizons<br>43<br> • At least two exploration<br>horizons for Fox East have been<br>identified<br> • Geophysics-targeted drilling<br>within the Black Fox Horizon &<br>Grey Fox Horizon to continue<br>during H2 2025<br> • Step-out drilling Northwest of<br>the historical Gibson Ramp to<br>continue building the Grey Fox<br>resource
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Gibson Zone	Good Grades & Widths: Open to the Northwest<br>44<br>500 Meters<br>Location Map of<br>Cross Section A-A’<br>Drillhole Grade<br>(g/t Gold)<br>Width<br>(m)<br>24GF-1460 10.2 3.1<br>24GF-1475 5.2 5.9<br>24GF-1513 3.0 10.7<br>24GF-1513 11.2 5.8<br>25GF-1525 4.2 3.2<br>25GF-1525 12.9 4.3<br>25GF-1525 15.3 2.7<br>25GF-1539 12.4 10.7<br>25GF-1548 17.8 2.4<br>25GF-1548 4.0 30.1<br>Drilling Highlights<br>12.4 / 10.7<br>12.9 / 4.3<br>4.0 / 30.1<br>15.3 / 2.7<br>17.8 / 2.4<br>3.0 / 10.7<br>10.2 / 3.1<br>5.2 / 5.9<br>4.2 / 3.2<br>11.2 / 5.8<br>Gibson Zone Cross Section<br>Looking Northeast +/- 50 m<br>g/t Au / m (true width)<br>Legend<br>Gold composites:<br>All assay intervals represent true widths
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45<br>Grey Fox	Expanding the Resource Base<br>Year End 2024 Resource Update<br> • 32% Increase to the Indicated Resource &<br>95% Increase to the Inferred Resource<br> • Whiskey Jack: 116,000 oz Gold @ 5.69 g/t Indicated,<br>represents 97% of the zone’s resource and remains<br>open for drilling at depth<br> • Discovery cost per ounce of Gold: US$ 15<br>(since the 2021 PEA resource estimate)<br>458,000 oz Gold @ 3.30 g/t Inferred<br>1,538,000 oz Gold @ 3.64 g/t Indicated
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68,500 m of drilling planned for 2025, with a focus on:<br> • High-priority areas: Gibson, Grey Fox South (GFS) & Whiskey Jack<br> • Strategic exploration pursuing long-term growth<br> ▪ Emphasis on geophysical drill targeting during H2 2025<br>Gibson Zone expansion drilling:<br> • Returning good grades & widths<br> • Targeting the addition of 100,000 to 150,000 oz Gold to the next resource update<br>Working towards a Pre-Feasibility study to build long-term value<br>46<br>Grey Fox	Near-Term Ounces, Long-Term Growth
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Operations<br>Kevin Bromfield<br>Project Director Grey Fox
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Opportunity:<br> • Leverage successful resource growth for the next phase of production growth in Ontario<br>2024 Mineral Resource Estimate ~2M Ounces<br>Classification Tonnes<br>(Kt)<br>Au Grade<br>(g/t)<br>Contained Au<br>(oz)<br>Indicated 13,135 3.64 1,538,000<br>Inferred 4,319 3.30 458,000<br>48<br>Grey Fox Project<br>12-Month Outlook: Advance Engineering to Pre-Feasibility<br> • De-risk project by leveraging existing knowledge, infrastructure & permits<br> • Detail staged construction & production plans for 7–10 year extension of<br>mining at Fox Complex<br> • Begin community consultations<br> • Exploration continues with >30,000 m drilled to date in 2025.
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Operations<br>Channa Kumarage,<br>Technical Services Director
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50<br>Fox Complex<br>- Strong Safety Culture<br>- No Lost<br>-<br>Time Injuries<br>- Zero Environmental Reportable<br>Incidents<br>- Mine Life Extended to Q2<br>-<br>2026 at Froome<br>- Stock Project Development in<br>progress<br>- Grey Fox Project<br> – Progressing<br>to Pre<br>-Feasibility study
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51<br>Stock Project<br>Project Capital: $80 - $100 M<br>Anticipated Production: >50 Koz Gold/ yr<br>Expected AISC: <$2,000/ oz Gold<br>Projected Mine Life: 6-8 years<br>Construction Capital<br>Development<br>Commercial<br>Production<br>2024 2025 2026<br>Project<br>Status
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52<br>Gold Bar<br>- Strong Safety Culture<br>- No<br>Lost<br>-Time Injuries<br>- Zero Environmental<br>reportable Incidents<br>- Mine Life extended to H2<br>2029<br>- Continued delineation<br>drilling to identify near term<br>targets
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53<br>MUX – The Future Is Bright!
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San José<br>Stefan Spears<br>VP Corporate Development
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San José<br>Mine<br>N<br>Newmont<br>Cerro Negro Mine<br>Production:1<br>2023 269,000 oz Au<br>2024 238,000 oz Au<br>2025E 250,000 oz Au<br>20 km<br>12 miles<br>San José<br>Argentina<br>Property outline<br>49% MUX Ownership/ Non-operator<br>1. Newmont reports.<br>San José Mine<br>Encircles Newmont’s Cerro Negro Mine, Deseado Massif, Argentina
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Financial Outlook<br>Perry Ing<br>CFO
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Outlook – Growth Self-Funded Through Operating Free Cash Flow<br>*100% held operations, excludes San Jose<br>*Free Cashflow: After Tax Cashflow from Operations less Sustaining CapEx 57
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Outlook - Self Financing Remains Viable in Face of Gold Price Volatility<br>*100% held operations, excludes San Jose 58<br>*Free Cashflow: After Tax Cashflow from Operations less Sustaining CapEx
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59<br>Adjusted EBITDA Outlook<br> • Based on the growth profile of our operations at<br>both Gold Bar and the Fox Complex, we expect<br>significant improvements in Adjusted EBITDA<br> • Key assumptions include a gold price of $3,350/oz<br>and a stable foreign exchange environment.<br> • During 2025, we expect to meet our production<br>and cost guidance at our operations as previously<br>described.<br> • Adjusted EBITDA removes the investment impact<br>of McEwen Copper on our operational results,<br>which we currently expense under US GAAP.
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Adjusted EPS Outlook<br>Estimated earnings based on current project pipeline<br>*Adjusted EPS excludes income (loss) from investments in McEwen Copper and MSC (San Jose Mine)<br>*Based on Gold Price of $3,350 for 2H 2025 through 2030 60
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McEwen Copper<br>Michael Meding<br>VP & GM
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Why Invest in Copper?<br>62<br>1. Copper Powers the Energy Transition<br>Demand for copper is rising with the growth of electric vehicles, AI data centers, and expanding power<br>grids. North America and Europe are aiming to securing supply, while demand in India, ASEAN nations,<br>and the GCC is accelerating.<br>2. New Mines Are Urgently Needed<br>Meeting future demand requires 900,000 tonnes of new copper capacity every year. Yet, permitting<br>delays (7–10 years) and geopolitical instability (e.g., Panama) are making new mine development<br>more difficult.<br>3. Supply Security Is Driving Protectionism<br>Despite large reserves, the US still imports 30–40% of its refined copper due to limited smelting.<br>Europe faces even greater constraints. Both regions are pushing to secure supply chains and invest in<br>domestic production.<br>4. Concentrate Market Remains Tight<br>Smelter expansion has outpaced concentrate supply, driving treatment and refining charges (TC/RCs)<br>into negative territory. With low utilization and tight supply, the concentrate market will remain under<br>pressure.
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Source: BMO Equity Research<br>Copper – A Prime Investor Preference Across Commodities<br>63<br> “The global demand for copper is<br>27 million tonnes. With prices<br>averaging $9,177 per tonne in April<br>2025, this translates into annual<br>market demand of $250 Billion. ”<br> “Demand is projected to rise<br>significantly, driven by the global<br>transition to clean energy and<br>electrification. Analysts estimate<br>that annual demand could reach<br>36.6 million tonnes by 2031, and<br>potentially over 50.0 million tonnes<br>by 2050. ”
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1 - Subject to financing, macroeconomic conditions, permits, etc. 64<br>Los Azules<br>Copper cathodes palleted for shipment to global markets. Quality copper<br>cathodes can be directly used in industrial applications such as copper<br>wire, sheet,tubing etc.<br>General Description<br>Los Azules is a low environmental footprint copper project that will produce<br>high-purity copper cathodes (99.99%) from open pit mining, heap leach<br>processing, and solvent extraction and electrowinning (SX-EW).<br>It will become Argentina’s 1<br>st industrial-scale copper cathode producer.<br>Key PEA Highlights<br> • Production start: 2029-2030<br> • Annual nominal production: 175,000 tonnes/yr (385M lb/yr)<br> • Carbon neutral by 2038<br> • 100% powered by solar, hydro & wind power<br> • Among the lowest H20 consumption projects in the region<br> • Strong support from local community & government<br>1
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Argentina	Emerging Tier 1 Mining Jurisdiction	Strong Copper Potential<br>*Ranking based on the 20 largest copper mines in the world in 2021 by production capacity. https://elements.visualcapitalist. com/the-largest-copper-mines-in-the-world-by-capacity/<br>Pelambres<br>Antofagasta<br>Andina Codelco<br>Los Bronces<br>Anglo American<br>Antamina Teck<br>Las Bambas MMG<br>Cerro Verde<br>Freeport-McMoRan<br>Taca Taca<br>First Quantum<br>Escondida<br>BHP/Rio Tinto<br>MARA Glencore<br>Los Azules<br>McEwen Copper<br>(MUX, Rio Tinto, Stellantis)<br>Josemaria<br>Lundin - BHP<br>Filo del Sol<br>Lundin – BHP<br>Veladero<br>Barrick/Shandong<br>Altar<br>Aldebaran Resources<br>El Pachón Glencore<br>65<br>MINE<br>DEVELOPMENT<br>Chile & Perú produce 40% of the world's copper production<br>Multiple In-Country<br>Key Industry Players<br>Vicuña JV
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• Designed to attract foreign investment to a variety of sectors in Argentina<br> • RIGI includes mining, a key pillar to country’s plans for economic growth<br> • Key Benefits:<br>Argentina’s Large Investment Incentive Regime (RIGI)<br>Long-term Certainty<br>Financial & Regulatory Stability<br>Attractive Fiscal Environment<br>66<br>6<br>- 30-year fiscal stability guarantee, protecting investors from<br>future provincial tax increases.<br>- Assured currency repatriation rights and access to<br>international arbitration.<br>- Total fiscal burden reduced from >50% to ~38%,<br>significantly enhancing investment appeal. VAT incentives,<br>and import/export duty exemptions.<br> • On Feb 11, 2025 McEwen Copper applied for admission of the Los Azules copper project to RIGI.<br> • RIGI fiscal & financial/ tax benefits will result in significant improvement to NPV & IRR for Los Azules.
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1. Dec 10, 2023 - Major Geopolitical Shift with the election of pro-business President Javier Milei<br>2. July 8, 2024 - Large Foreign Investment Incentive Regime Approved – potential to significantly increase Los Azules NPV<br>3. July 29, 2024 - BHP, World’s Largest Miner Completes US$4.5 Billion Copper Deal with Lundin Mining, consolidating the<br>Filo del Sol & Josemaria Deposits in San Juan province, Argentina<br>4. Aug 23, 2024 - United States Strengthens Relationship with Argentina by signing a Memorandum of Understanding to<br>strengthen cooperation on critical minerals<br>5. Oct 8, 2024 - Rio Tinto, World’s 2nd Largest Miner Buys Arcadium for US$6.7 billion for lithium mines in Argentina,<br>Australia & Canada<br>6. Nov 7, 2024 - Rio Tinto’s Nuton Technologies Options Aldebaran’s Altar Copper Deposit in San Juan province, Argentina.<br>Nuton can acquire 20% by making staged payments totaling US$250 Million<br>7. Dec 12, 2024 - Rio Tinto Announces $2.5 Billion Expansion of its Rincon Lithium Mine in Salta<br>8. May 4, 2025 - Lundin Mining / BHP Announce New Cu, Au, Ag Resource for Vicuña JV, making it one of the largest copper<br>resources on the planet<br>9. Jun 10, 2025 - Argentina and France to Sign Deal on critical minerals and nuclear energy worth US$571 Million to<br>strengthen industry resilience<br>67<br>Argentina Is Fast Becoming an Attractive Mining Investment Destination
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A Year of Strategic Milestones and Operational Excellence<br>- McEwen Copper steadily advancing the Los Azules copper project in San Juan, Argentina.<br>- >1.79 M work hourslogged since July 2023 with no Lost Time Incidents or Environmental Events.<br>Key Highlights<br>- Signed MOU with YPF Luz Engineering, Construction, Operation & Financing of Power Line<br>- Environmental Approval:<br>The Environmental Impact Assessment (EIA) for construction and operations approved in Dec 2024,<br>our most important regulatory milestone yet.<br>- Application to the Large Infrastructure Investment Regime (RIGI):<br>Applied to RIGI in Feb 2025. If approved, it will bring major tax benefits and legal stability.<br>- Drilling & Technical Progress:<br> >204,000 m resource & metallurgical drilling completed. Feasibility Study updatesinclude resource<br>modeling, geotechnical& hydrogeological work, and metallurgicaltesting confirming PEA recoveries.<br>- Mine Planning, OPEX & CAPEX Estimation Near Completion:<br>Mine plan optimization, OPEX & CAPEX estimation well advanced, major trade–offstudies complete.<br>Los Azules – Milestones Achieved<br>68
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Financial Momentum & Investor Engagement<br>Raised $56M in private placements — including $35M from Nuton/Rio Tinto at $30/share —<br>bringing Nuton’s total investment to $100M and valuing McEwen Copper at $984M (100%<br>basis) or $8.47 attributable per McEwen Mining share. Actively pursuing additional equity<br>and debt financing. Q1 spending totaled $24M, below budget.<br>Strengthening ESG and Community Trust<br>Engaged >4,000 residents through 71 meetings, reaching >80% of Calingasta’s economically<br>active population. Door-to-Door survey showed 97% acceptance and 94% trust in our<br>project. Initiated alignment with IFC Performance Standards to strengthen ESG credentials<br>and unlock multilateral, export credit agency and syndicated funding.<br>2025 Outlook: Planning & Execution<br>On track to complete the Feasibility Study beginning of Q3 and initiate basic engineering to<br>support a Final Investment Decision. Intensifying strategic investor engagement as we<br>prepare for a potential IPO. Progressing an ESIA addenda that is IFC performance standard<br>compliant to support multilateral, ECA and DFI financing to prepare for construction<br>readiness.<br>69<br>Los Azules – Current Milestones and the Path Forward
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70<br>Feasibility Study Achievements<br>Feasibility Study Nearing Completion – Q3 2025<br>Resource Model Update<br> • Incorporated all the resource drilling in the model, a total of 178,027 meters<br>Mining Engineering<br> • Focused on mining schedules following strategic planning grade profile<br> • Continued discussions with equipment suppliers to optimize equipment class, improve<br>equipment costs and truck payloads<br> • Electrification of mine operations continues to be a focus<br>Metallurgy<br> • All Conventional Column testing completed – final analysis of 37 columns underway,<br>results consistent with 2023 PEA<br> • Nuton® Large Column test completed: Preliminary recoveries as expected; mine planning,<br>system design and CAPEX/OPEX being finalized for study.<br>Infrastructure<br> • Finalizing Access Road design, including detailed engineering, CAPEX/OPEX assessments,<br>and routing optimization.<br> • Updated Initial Camp design to include regenerative concepts Copper cathode produced at metallurgical testing facility in<br>Chile with Los Azulesleach testing solutions.
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71<br>Feasibility Study Achievements<br>Process<br> • Heap Leach Pad designed to include design criteria consistent with<br>ICMM, IFC and other international standards<br> • Process Areas feasibility design complete<br> • OPEX complete; pending final mine schedule update<br>Hydrogeology<br> • Completed Pump Testing for vegas, pit dewatering and water supply<br>CAPEX<br> • Updating costs for the FS to be current as of Q1 2025<br>Third-Party Reviews<br> • Completed for: Geologic Modeling, Metallurgy, Geotechnical,<br>Hydrogeology, Constructability, Logistics, Operations, Sulfur Supply, Project<br>Execution, Contracting, Financial Modeling, Tax Modeling, and Mining<br>Initial construction and operations camp upgraded with regenerative design concepts.<br>Regenerative Concepts Continue to Be Incorporated<br> • Reducing consumption of water, power and land<br> • Maximizing electrification and renewable power use<br> • Minimizing site staffing and improving accommodations
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- AZ22174: 0.29% Cu / 1,052 m incl. 0.42% Cu / 480 m coincides with a prominent Deep Geophysical anomaly<br>- AZ23241: over 400 m North ofAZ22174 encountered 202 m of 0.20% Cu with last 12 m grading 0.44% Cu<br>- Long intercepts of between 0.2% to 0.3% Cu occur in the southern exploration holes<br>- AZ24338 intercepted 0.31% Cu over 70 m<br>Recent Exploration Suggests Los Azules Could Get BIGGER!<br>72<br>553 m<br>N<br>4000<br>Elev<br>Dark<br>Light<br>grey<br>grey<br>=<br>=<br>2023<br>Unconstrained<br>base case<br>pit<br>mineable<br>shell<br>pit shell S<br>2500<br>Elev<br>AZ22174 (1,128m)<br>AZ23241<br>(740m)<br>3000<br>Elev<br>3500<br>Elev<br>553 m<br>400 m<br>AZ24336CC<br>AZ24339CC<br>AZ24338<br>Hole AZ22174<br>is 1,128 m deep,<br>more than twice the height<br>of the CN Tower<br>500 meters<br>600 m<br>0.20%<br>Cu/<br>202.0m<br>0.31%Cu/ 70m<br>0.21%Cu/ 276.3m<br>0.23%Cu/ 180m<br>0.29%Cu/ 1052m<br>Incl.1.46%Cu/ 26m<br>0.42%Cu/ 480m<br>North of<br>Los Azules<br>South of<br>Los Azules
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Our property contains 7 new exploration targets with large<br>porphyry systems:<br>Ground reconnaissance, concession-wide aerial<br>magnetotelluric data, and initial drilling have identified<br>promising potential Porphyry Copper deposits.<br>Refined geologic sampling of the region and additional<br>geophysics planned for Q4.<br>New District Exploration Targets at Los Azules<br>73<br>1<br>2<br>3<br>6<br>4<br>5<br>7<br>Los Azules Open Pit<br>Total Magnetic Intensity (nT) Survey of Los Azules area<br>LOW HIGH<br>0 2.5 5<br>Km<br>N<br>1. Mercedes<br>2. Porfido Norte<br>3. Las Leñas<br>4. Azufre Noreste<br>5. Porfido Este<br>6. Tango<br>7. Vetas Rio Cerrado
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TANGO MERCEDES<br>Exploration of Targets at Los Azules<br>AZE2505C: 74 m (depth)<br>Azurite: Cu₃(CO₃)₂(OH)₂ - secondary mineral<br>in the oxidized zones of copper deposits.<br>500 m (depth)<br>Biotite Veinlets with K-feldspar halo -<br>common in hydrothermal systems 74<br>AZE2505C: 85 m (depth)<br>Chalcanthite: CuSO₄·5H₂O - found in<br>oxidation zones of<br>copper deposits<br>AMR2501: 396 m (depth)<br>Chalcopyrite: CuFeS₂ - abundant in copper ore
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Preliminary and ongoing drilling has confirmed copper oxide<br>and sulfide mineralization, consistent with a vertically zoned<br>porphyry system. Additional drilling is planned to confirm<br>the deeper porphyry source.<br>Drillhole Data<br>AZE2403 • 394-500 m @ 0.11% Cu – Broad zone with chalcopyrite,<br>suggesting early-stage subsurface enrichment.<br>AZE2404 • 312–324 m @ 0.11% Cu – Copper sulfide veinlets with<br>bornite and molybdenite, consistent with hypogene porphyry<br>mineralization.<br> • 416–422 m @ 0.23% Cu – Higher-grade interval at depth<br>with chalcocite and bornite, indicating enrichment within the sulfide<br>zone.<br>AZE2505C • 52–94 m @ 0.14% Cu – Shallow oxide zone with visible<br>malachite, azurite, and chrysocolla, supporting a supergene copper<br>cap.<br>Porphyry Target	Tango Area<br>75<br>Tango: High Potential Subsurface Mineralization<br>Tango Area<br>Total Magnetic Intensity (nT) Survey of Los Azules area<br>LOW HIGH<br>0 2.5 5<br>Km<br>N
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Porphyry Target	Mercedes Area<br>Mercedes: Surface Molybdenum & Porphyry Indicator<br>Moderate molybdenum-bearing B-type veining and<br>strong alteration indicate proximity to a porphyry center,<br>with high-grade molybdenum highlighting a compelling<br>new porphyry target.<br> • Surface samples >1000 ppm Mo, a major increase from 20–50<br>ppm historic values.<br> • A–D porphyry veins, consistent with porphyry-style<br>mineralization.<br> • Hydrothermal breccia & advanced argillic alteration point to a<br>nearby mineralized center.<br> • Jarosite & goethite at surface reflect oxidation of sulfide-rich<br>systems.<br> • Drillhole AMR2501 intersected multiple intrusive phases,<br>indicating several mineralizing events.<br>Mercedes Area<br>76<br>Total Magnetic Intensity (nT) Survey of Los Azules area<br>LOW HIGH<br>0 2.5 5<br>Km<br>N
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77<br>Porphyry Target	Porfido Norte<br>Porfido Norte: Concealed Porphyry Target<br>Porfido Norte<br>Total Magnetic Intensity (nT) Survey of Los Azules area<br>LOW HIGH<br>All indicators point to a concealed porphyry system at<br>depth, making Porfido Norte a high-priority target for<br>future drilling.<br> • Volcanic breccia containing porphyry clasts and elevated<br>molybdenum suggests proximity to a mineralized intrusive<br>source.<br> • Geophysical survey detected a strong anomaly at ~300 m<br>depth, consistent with a concealed porphyry center.<br> • Field mapping outlines a multi-phase intrusive complex with<br>early potassic alteration overprinted by sericitic halos — a<br>classic porphyry zonation pattern.<br> • These features define a high-priority exploration target with<br>strong potential to expand the mineralized system at depth.<br>0 2.5 5<br>Km<br>N
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David R. Beatty<br>Served on 39 (10 mining) different boards of directors in<br>Canada, America, Mexico, Australia and England, and has<br>been chairman of 9 (5 mining) public companies. Professor<br>Emeritus of Corporate Governance,University of Toronto.<br>Serge Gattesco<br>Chartered Professional Accountant with 35 years of<br>experience, 10 years as Managing Director for PWC<br>Canada, advising and servicing a wide range of clients<br>including mining.<br>Rob McEwen, Chairman<br>Founder of Goldcorp, where he took the company from a market<br>capitalization of $50 million to over $8 billion. At McEwen Mining<br>(MUX) he owns 15% of the company and takes a salary of $1/ year.<br>The cost of his investment in MUX and McEwen Copper exceeds<br>US$205 million.<br>WilliamShaver<br>Mining Engineer, ICD.D executive with over 50 years of management<br>executive experience in all facets of mine design, construction &<br>operations. Founder of Dynatec Corporation, one of the leading<br>contracting andmine operating groups, former COO ofINV now COO of<br>MUX.<br>Sergio Fuentes<br>Over 35 yearsin mining spanning operations, engineering, and project<br>management. Mr. Fuentes held senior leadership roles at Codelco and<br>Antofagasta Minerals, overseeing major copper projects and strategic<br>development initiatives.<br>Michael Meding<br>Over 20 years of international experience, primarily with major<br>mining companies such as Barrick Gold and Trafigura, including<br>extensive experience with project development and operations in<br>Argentina.<br>Adam J. Burley<br>Over 20 years pursuing copper growth. Founder and CEO<br>of Nuton, a Rio Tinto technology venture that is now<br>rapidly scaling and a key component of Rio Tinto's growth<br>strategy.<br>Juliano Almeida<br>Senior Vice President responsible for Purchasing and<br>Supply Chain at Stellantis in South America and more<br>than 20 years of experience in the automotive industry.<br>78<br>McEwen Copper	Led by an Experienced Board
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Over 250 years' combined experience attop tier mining projects & operationsin San Juan, Argentina, withmajor mining companiessuch as:<br>79<br>Los Azules Management Team	Deep Experience Plus a Track Record<br>of Success In San Juan Province
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McEwen Copper Positioned as the New Vehicle for Copper Growth<br>Backed by Key Strategic Partners<br>5 4<br>6 3<br>7 2<br>1<br>Mining for the Modern World With<br>Regenerative Principles + Low Carbon Intensity<br>Argentina - Emerging Tier 1 Lithium &<br>Copper Mining Jurisdiction<br>Experienced Board and<br>Management Team<br>World-class Resource<br>Not in the Hands of a Major<br>Robust Economics<br>Throughout Price Cycles<br>Significant Upside Potential<br>From Nuton Technologies & Exploration<br>Key Attributes of the McEwen Copper Story<br>8080
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81<br>A carbon-negative<br>copper mine.<br>Inspiring change<br>in the mining industry.<br>A safe and healthy mine. Building a<br>technologically advanced mine.<br>A positive & highly desirable<br>workplace. Net-positive ecological impact.<br>Supporting the world’s transition<br>to renewable energy.<br>Our Vision of a Mine Designed for the Future
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Future Camp Video: t.ly/lAYts
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Closing Remarks<br>Rob McEwen<br>Chairman & Chief Owner
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Q & A
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We Value Your Feedback<br>We’d love to hear your thoughts!<br>Please share any comments or suggestions about<br>our presentation with us from the link below<br>https://www.surveymonkey.com/r/PR27TQN<br>85
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Appendix
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McEwen Mining<br>(MUX)<br>46.4%<br>Stellantis<br>18.3%<br>Nuton/<br>Rio Tinto Venture<br>17.2%<br>Rob McEwen<br>12.7%<br>Victor<br>Smorgon<br>Grp<br>3.1%<br>Others<br>2.3%<br>World’s 6th Largest<br>Auto Manufacturer1<br>Subsidiary of<br>World’s 2nd Largest<br>Mining Company2<br>Founder of Goldcorp Inc.<br>Grew Market Cap<br>From $50 Million to $8 Billion<br>100%<br>100%<br>46.4%<br>Andes Corporacion Minera<br>1. Source: 6th largest by units sold in 2024. https://www.focus2move.com/world-car-group-ranking/<br>2. Source: https://www.mining.com/top-50-biggest-mining-companies/<br>McEwen Copper owns 100% of the Los Azules asset<br>McEwen Copper: 32.8 M Shares Outstanding<br>Ownership: Private, Pre-IPO, Global Industry Investors<br>87
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Los Azules	Global Leadership and Strategic Engagements<br>88<br>Michael Meding, Javier Milei, Rob McEwen Future Mineral Forum Saudi Arabia 2025 CEO Roundtable at the Toronto Stock Exchange<br>Michael Meding, EU Raw Materials Week<br>2024 , Brussels<br>Visit of the Canadian ambassador Stewart Wheeler to<br>Los Azules offices
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Los Azules	Global Leadership and Strategic Engagements<br>Visit of German Ambassador Dieter Lamlé. Joined by<br>German Consul Andreas Vollmer.<br>Visit of former Canadian ambassador Reid Sirrs to<br>the Los Azulessite<br>South America CRM Coalition of the Willing organized by<br>the EU. Only copper project present.<br>Meeting in San Juan with Swedish Ambassador Torsten<br>Ericsson 89
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Los Azules	Global Leadership and Strategic Engagements<br>Michael Meding, Arminera 2025. Buenos Aires<br>IFC representatives visited Los Azules to gain a deeper<br>understanding of the project<br>Michael Meding at Bauma 2025, Munich,<br>Germany 90<br>Visit of EU Ambassador Amador Sanchez Rico
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•Designed to attract foreign investment to sectors in Argentina<br> •RIGI includes mining, which is a key pillar to the country’s plans for economic growth<br> •Key Benefits:<br> • Corporate tax rate of 25% (currently 35%)<br> • Accelerated depreciation on equipment<br>and infrastructure<br> • Unlimited loss carryforward<br> • Unlimited interest deductions in 1<br>st 5 yrs<br> • Tax on dividends 3.5% after 7 yrs<br>(currently 7%)<br> • No withholding tax on foreign technical<br>services<br>1 Prior to, 20% available after 1 year and 40% after 2 years.<br>Tax Benefits<br> • Export proceeds freely available abroad for big projects<br>100% 3 yrs after the start-up of the project1 (currently<br>100% must be on-shored)<br> • Financing proceeds freely available with no restriction to<br>access AR foreign exchange when funds available abroad<br>(currently with limitations)<br> • Free accesstoforeign exchange marketforloans<br>repayments, investments repatriations, or payment of<br>interest & dividends (currently in practice heavily restricted)<br>Foreign Exchange<br> • Exports: Freedom to export products, with<br>exemption of duties after 3 yrs(currently4.5%)<br> • Imports: Freedom to import, with no quotas or<br>restrictions, and exemption of duties on imports of<br>capital goods (currently 0%-21%)<br> • Construction VAT: Payable with tax credit<br>certificate to be issued by the Government.<br>Supplier can use or transfer (sell) the VAT credit to<br>third parties<br>Other<br>91<br>Argentina’s Large Investment Incentive Regime (RIGI)<br> ✓ Improved fiscal and financial benefits to mining companies developing large-scale projects in Argentina<br> ✓ Improved foreign exchange regime and ability to repatriate capital1<br> ✓ Stability on tax, customs and foreign exchange for a 30-year period<br>On February 11, 2025 McEwen Copper applied for admission of the Los Azules copper project to RIGI.<br>The RIGI fiscal and financial/ tax benefits will result in a significant improvement to NPV & IRR for Los Azules.
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