8-K

---

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 24, 2024

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
---	---
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number including area code:	(866 ) 441-0690
---	---

(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 8.01    Other Events.

On June 24, 2024, the Company issued a press release announcing a non-brokered private placement financing of up to 2,333,333 common shares of McEwen Copper Inc. at a subscription price of US$30.00 per common share, for gross proceeds of up to US$70 million. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits.

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

Exhibit No.	Description
99.1	Press release dated June 24, 2024 regarding the McEwen Copper offering
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

Cautionary Statement

With the exception of historical matters, the matters discussed in the press releases attached as exhibits hereto include forward-looking statements within the meaning of applicable securities laws that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained therein. Such forward-looking statements include, among others, statements regarding future production and cost estimates, exploration, development, construction and production activities. Factors that could cause actual results to differ materially from projections or estimates include, among others, future drilling results, metal prices, economic and market conditions, operating costs, receipt of permits, and receipt of working capital, as well as other factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and other filings with the United States Securities and Exchange Commission. Most of these factors are beyond the Company’s ability to predict or control. The Company disclaims any obligation to update any forward-looking statement made in the press releases attached as exhibits hereto, whether as a result of new information, future events, or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

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 27, 2024	By:	/s/ Carmen Diges
		Carmen Diges, General Counsel

Exhibit 99.1

McEwen Copper Announces $70 Million Financing

to Advance the Los Azules Copper Project

TORONTO, ONTARIO, June 24, 2024 –McEwen Mining Inc. (NYSE and TSX: MUX) announces a non-brokered private placement financing of up to 2,333,333 common shares of its wholly-owned subsidiary McEwen Copper Inc. at a subscription price of US$30.00 per common share, for gross proceeds of up to US$70 million (the "Offering"). McEwen Copper currently has 30,937,615 common shares outstanding (basic and diluted).

Lead orders to purchase 27% of the total Offering have been committed by McEwen Mining and Rob McEwen. McEwen Mining will purchase up to 466,667 common shares of McEwen Copper for US$14 million and Rob McEwen will purchase up to 166,666 common shares for US$5 million. Final investment amounts are subject to adjustment according to anti-dilution and pre-emptive rights on the part of other existing shareholders of McEwen Copper.

This Offering will be used to advance work on a bankable feasibility study for the Los Azules copper project, which is scheduled for publication by the end of the first quarter (Q1) of 2025.

Subscription for the remaining 1,700,000 common shares is available to qualified accredited investors, subject to a US$2 million minimum investment and certain other conditions. The securities sold in the Offering are private and subject to transfer restrictions until such time when they become listed on a public exchange.

Prior to the Offering, ownership in McEwen Copper is of 14,768,000 common shares (47.7%) for McEwen Mining and 4,000,000 common shares for Rob McEwen (12.9%). Assuming completion of the full amount of the Offering and the investment amounts shown above, McEwen Mining will own 45.8% of McEwen Copper and Rob McEwen will own 12.5%.

About McEwen Copper

McEwen Copper Inc. holds a 100% interest in the Los Azules copper project in San Juan, Argentina and the Elder Creek project in Nevada, USA.

Los Azules ranked the 8^th^ largest undeveloped copper deposits in the world (Mining Intelligence, 2022). Its current copper resources have increased to 10.9 billion pounds at a grade of 0.40% Cu (Indicated category) and an additional 26.7 billion pounds at a grade of 0.31% Cu (Inferred category) as of the June 2023 Preliminary Economic Assessment (PEA). The PEA estimates a $2.7 billion after-tax NPV8% at $3.75/lb Cu, a low average C1 production cost of $1.07/lb Cu, a 3.2-year payback period, and a 27-year mine life.

A bankable feasibility study (FS) is underway with completion, planned by the end of Q1 2025. Los Azules is being designed to be distinctly different from other copper mines, consuming significantly less water, emitting much lower carbon and progressing towards carbon neutral by 2038, and being powered by 100% renewable electricity once in operation.

This news release and the information included herein do not constitute an offer to buy or the solicitation of an offer to subscribe for or to buy any of the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

| *McEwen Mining Inc.* | *Page* *1* |

| --- | --- |

CAUTION STATEMENT CONCERNING FORWARD-LOOKINGINFORMATION

This news release contains certain forward-lookingstatements and information, including "forward-looking statements" within the meaning of the private securities litigation reformact of 1995. The forward-looking statements are intended to be subject to the safe harbor provided by section 27a of the securities actof 1933, section 21e of the securities exchange act of 1934 and private securities litigation reform act of 1995.

Thisnews release contains certain forward-looking statements and information, including "forward-looking statements" within themeaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements and information expressed, as at the dateof this news release, McEwen Mining Inc.'s (the "Company") estimates, forecasts, projections, expectations or beliefs as tofuture events and results. Forward-looking statements and information are necessarily based upon a number of estimates and assumptionsthat, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties,risks and contingencies, and there can be no assurance that such statements and information will prove to be accurate. Therefore, actualresults and future events could differ materially from those anticipated in such statements and information. Risks and uncertainties thatcould cause results or future events to differ materially from current expectations expressed or implied by the forward--looking statementsand information include, but are not limited to, effects of the COVID-19 pandemic, fluctuations in the market price of precious metals,mining industry risks, political, economic, social and security risks associated with foreign operations, the ability of the corporationto receive or receive in a timely manner permits or other approvals required in connection with operations, risks associated with theconstruction of mining operations and commencement of production and the projected costs thereof, risks related to litigation, the stateof the capital markets, environmental risks and hazards, uncertainty as to calculation of mineral resources and reserves, and other risks.Readers should not place undue reliance on forward-looking statements or information included herein, which speak only as of the datehereof. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new informationor events after the date hereof except as may be required by law. See McEwen Mining's Annual Report on Form 10-K for the fiscal yearended December 31, 2023, and other filings with the Securities and Exchange Commission, under the caption "Risk Factors",for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information regardingthe Company. All forward-looking statements and information made in this news release are qualified by this cautionary statement.

The NYSE and TSX have not reviewed and do notaccept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by management of McEwenMining Inc.

ABOUT MCEWEN MINING

McEwen Mining is a gold and silver producer with operations in Nevada, Canada, Mexico and Argentina. In addition, it owns approximately 47.7% of McEwen Copper which owns the large, advanced stage Los Azules copper project in Argentina. The Company’s goal is to improve the productivity and life of its assets with the objective of increasing its share price and providing a yield. Its Chairman and Chief Owner has personally provided the company with $220 million and takes an annual salary of $1.

CONTACT INFORMATION:
Investor Relations: <br> (866)-441-0690 Toll Free<br> (647)-258-0395<br><br> <br>Mihaela Iancu ext. 320	150 King Street West<br><br> Suite 2800, P.O. Box 24<br><br> Toronto, ON, Canada<br><br> M5H 1J9

info@mcewenmining.com

| *McEwen Mining Inc.* | *Page* *2* |

| --- | --- |