McEwen Inc S-4/A, filed Jun 14, 2024

Rights of McEwen Stockholders

Rights of Timberline Stockholders

Number of Directors

The Colorado Act provides that the number of directors constituting the board of directors is to be stated in or fixed in accordance with the bylaws of a corporation.

McEwen’s bylaws provide that the McEwen board of directors shall fix the size of the board from time to time, but such number to be not less than three nor more than nine. McEwen currently has nine directors.

Any directorship to be filled by reason of an increase in the number of directors must 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.

If the number of directors to be elected at an annual meeting is increased and there is no public announcement by McEwen specifying the size of the increased Board at least one hundred days before the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required will be considered timely, but only with respect to nominees for any new positions created by such increase, if received by the secretary at the principal executive offices of McEwen not more than ten calendar days following the day on which such public announcement is first made by McEwen.

The DGCL provides that the board of directors of a Delaware corporation must consist of one or more directors, with the number of directors fixed by or in the manner provided in the corporation’s by-laws unless the certificate of incorporation fixes the number of directors.

Timberline’s certificate of incorporation provides that the number of directors on the Timberline Board will be fixed from time to time by the Timberline Board but shall in no event be fewer than one nor more than fifteen directors. Timberline currently has five directors. Timberline’s bylaws require changes to the number of Directors be adopted by resolution of an affirmative vote of a majority of the total number of Directors then in office.

Election of Directors

Under the Colorado Act, the board of directors are elected at each annual shareholders’ meeting unless the articles of incorporation specify that the directors’ terms are staggered. Unlike the Colorado Act, cumulative voting is not allowed in the election of directors of McEwen under its articles of incorporation.

The DGCL provides that, unless the certificate of incorporation or by-laws provide otherwise, directors will be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

McEwen’s bylaws provide that an annual meeting of shareholders is to be held for the election of directors and for the transaction of other business within the six months following fiscal year-end

Timberline’s bylaws provide that directors shall be elected by a plurality of votes validly cast and entitled to vote on the election of Directors.

McEwen Inc. (MUX)

S-4/A 2024-06-14

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Added on October 17, 2026

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Colorado			1040			84-0796160
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

			Page
Questions and Answers about the Merger and the Special Meeting			1

Summary			9
The Parties to the Merger			9
The Merger			9
Merger Consideration			10
No Appraisal Rights			10
Treatment of Timberline Options			10
Treatment of Timberline Warrants			10
No Solicitation			11
Opinion of Timberline’s Financial Advisor			11
Interests of Directors and Executive Officers of Timberline in the Merger			11
Bridge Financing			12
Accounting Treatment of the Merger			12
Litigation Relating to the Merger			12
Certain Beneficial Owners of Timberline Common Stock			12
Regulatory Approvals Required for the Merger			13
Material U.S. Federal Income Tax Consequences of the Merger			14
Conditions to the Merger			15
Termination; Expenses and Termination Fees			16
Special Meeting			17
Risk Factors			19

Comparative Per Share Market Price and Dividend Information			20
Market Prices			20
Dividends			20

Cautionary Note Regarding Forward-Looking Statements			21
Risk Factors			23
Risks Related to the Merger			23
Risks Relating to McEwen After Completion of the Merger			27

The Parties to the Merger			29
McEwen Mining Inc.			29
Timberline Resources Corporation			29
Lookout Merger Sub, Inc.			29

The Merger			30
Background of the Merger			30
McEwen’s Rationale for the Transaction			35
Timberline Board’s Recommendations and Reasons for the Transaction			35
Opinion of Timberline’s Financial Advisor			37
Interests of Directors and Executive Officers of Timberline in the Merger			42
Share Ownership of Directors, Executive Officers and Certain Beneficial Owners of Timberline			45
Director and Officer Indemnification			47
Bridge Financing			47
Accounting Treatment of the Merger			48
Litigation Relating to the Merger			48
Regulatory Approvals Required for the Merger			48
NYSE and TSX Listing of McEwen Common Stock; Delisting, De-quotation and De-registration of Timberline Common Stock			48
Material U.S. Federal Income Tax Consequences			49
Restrictions on Sales of Shares of McEwen Common Stock Received in the Merger			51

			Page
The Merger Agreement			52
Explanatory Note Regarding the Merger Agreement			52
Structure of the Merger			52
Merger Consideration			52
No Appraisal Rights			53
Treatment of Timberline Options			53
Treatment of Timberline Warrants			53
Closing and Effectiveness of the Merger			53
Conversion of Shares; Exchange of Certificates			54
Representations and Warranties; Material Adverse Effect			55
Covenants and Agreements			57
Conditions to the Merger			65
Termination			66
Expenses and Termination Fees			66
Amendment and Waiver			67
Third-Party Beneficiaries			67
Governing Law; Waiver of Jury Trial			67
Enforcement			68

The Special Meeting			69
Date, Time, Place and Purpose of the Timberline Special Meeting			69
Recommendation of the Timberline Board			69
Record Date; Stockholders Entitled to Vote			69
Quorum; Adjournment			70
Required Vote; Broker Non-Votes and Abstentions			70
Voting by Timberline’s Directors and Executive Officers			71
Voting by Significant Stockholders of Timberline			71
Voting of Proxies by Holders of Record			71
Voting of Proxies by “Street Name” Holders			71
Revocability of Proxies			72
Solicitation			72
Assistance			72

Timberline Proposals			73
Item 1. The Merger Proposal			73
Item 2. The Merger-Related Compensation Proposal			73
Item 3. The Adjournment Proposal			73

Non-Binding, Advisory Vote on Merger-Related Compensation for Timberline’s Named Executive Officers			74

Description of McEwen CAPITAL Stock			75
McEwen Common Stock			75
McEwen Preferred Stock			75

Comparison of Rights of Stockholders of McEwen And Timberline			76

Validity of Common Stock			83

Experts			83

Householding of Proxy Statement/Prospectus			84

Where You Can Find More Information			85
McEwen SEC Filings			85
Timberline SEC Filings			85

	McEwen Common Stock	Timberline Common Stock	Implied Per Share Value of Merger Consideration
April 15, 2024	$11.26	$0.04	$0.11
June 7, 2024	$10.63	$0.11	$0.11

			Adjusted EV / oz
Mean			$59
Median			$24
Minimum			$9
Maximum			$191

Named Executive Officer	Cash ($)⁽¹⁾	Equity Awards ($)⁽²⁾	Benefits ($)	Total ($)
Patrick Highsmith	243,000	—	—	$243,000
Steven Osterberg	175,000	9,130	9,758	$193,888
Ted Sharp	—	3,043	—	$3,043

Named Executive Officer	Cash Severance (Double Trigger)	Transaction Bonus (Single Trigger)
Patrick Highsmith	168,000	75,000
Steven Osterberg	150,000	25,000
Ted Sharp	—	—

	Timberline Common Stock Beneficially Owned
Name	Number of Shares of Common Stock	Common Stock Underlying Derivative Securities	Total	Percent of Class**
Leigh Freeman^(a)(1) Chairman of the Board, Director	65,066	605,217	670,283	*
Steven Osterberg^(c)(2) VP - Exploration	1,108,994	906,522	2,015,516	1.06
Donald McDowell^(a)(3) Former VP - Corporate Development, Director	9,487,000	656,522	10,143,522	5.34
William Matlack^(a)(4) Director	17,204,961	4,166,848	21,371,809	11.25
Patrick Highsmith^(b)(5) Chief Executive Officer, Director	—	1,250,000	1,250,000	*
Pamela Saxton^(a)(6) Director	—	200,000	200,000	*
Ted R. Sharp^(c)(7) Chief Financial Officer	—	302,173	302,173	*
All directors and executive officers as a group (7 persons)	27,866,021	8,087,282	35,953,303	18.92%

	Rights of McEwen Stockholders	Rights of Timberline Stockholders
Authorized Capital Stock	The authorized capital stock of McEwen consists of 200,000,000 shares of common stock, no par value per share, and 10,000,000 shares of preferred stock, no par value per share.	The authorized capital stock of Timberline consists of 500,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share.

Special Meetings of Stockholders; Action by Written Consent	Under the Colorado Act and McEwen’s bylaws, a special meeting of shareholders may be called by the president, the chairman of the board of directors or holders of at least 10% of the voting stock.	Under the DGCL, a special meeting of stockholders may be called by the board of directors or by any other person authorized to do so in the certificate of incorporation or by-laws.

	The Colorado Act and McEwen’s bylaws further provide that any action required or permitted to be taken at a meeting of the shareholders of McEwen may be taken without a meeting if a consent in writing, setting forth the action so taken is signed by all of the shareholders entitled to vote with respect to the subject matter thereof.	Timberline’s bylaws provide that special meetings of Timberline stockholders may be called by a majority of the Timberline Board, chief executive officer or president or by one or more stockholders holding shares in aggregate entitled to cast not less than 33% of the shares eligible to vote at that special meeting. Unlike the DGCL, Timberline’s bylaws provide that, any action required or permitted to be taken at a stockholders meeting may be taken only upon the vote of stockholders at an annual or special meeting duly noticed and called in accordance with the DGCL and Timberline’s bylaws and may not be taken by written consent without a meeting.

	Rights of McEwen Stockholders	Rights of Timberline Stockholders
Stockholder Proposals and Nominations of Candidates for Election to the Board of Directors	McEwen’s articles of incorporation generally allow shareholders voting power for the election of directors. McEwen’s bylaws provide that 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 of directors, or (ii) by any shareholder entitled to vote in accordance with the procedures established in the bylaws further described below. The nominations of a candidate to the board of directors at an annual or special meeting of the shareholders may be made only (a) pursuant to the McEwen’s notice of meeting (or any supplement thereto), (b) by or at the direction of the board of directors, or (c) by any shareholder of McEwen (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 McEwen) both at the time of giving of notice 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. For nominations of a candidate to the board of directors before an annual or special meeting by a shareholder, other than a special meeting called by such shareholder, the shareholder (1) must have given timely notice thereof in writing and in proper form to the secretary of McEwen at the principal executive offices of McEwen, and (2) must provide any updates or supplements to such notice at such times and in the forms required by the bylaws.	Timberline’s certificate of incorporation generally allows stockholders voting power for the election of directors and all other purposes subject to such limitations as may be imposed by law. The holders of common stock, who are record holders at the time the notice described below is given, are entitled to vote at such annual meeting to nominate candidates for election to the Timberline Board and propose other business to be brought before an annual meeting. Timberline’s bylaws provide that if a stockholder calls a special meeting, the request must (i) be in writing, (ii) specify the time of such meeting and the general nature of the business proposed to be transacted, and (iii) be delivered personally, via registered mail, or by facsimile transmission to the chair of the Board, the chief executive officer, the president, or the secretary of the company. Stockholder meetings require advance notice of such meeting not less than ten or more than 60 days before the date of the meeting to each stockholder of record entitled to vote. Each stockholder entitled to vote at a meeting of the stockholders may authorize another person or persons to act for such stockholder by proxy authorized in writing.

	Rights of McEwen Stockholders	Rights of Timberline Stockholders
		extent the person is adjudged to be liable to the corporation unless a court approves the indemnity. Timberline’s certificate of incorporation provides that it will indemnify its directors and officers to the fullest extent permitted by the DGCL. In addition, Timberline has obtained policies of directors’ and officers’ liability insurance. Timberline is required under its by-laws to advance expenses incurred by such person who is a director or officer of Timberline in connection with any such action, suit or proceeding prior to its final disposition so long as the person undertakes to repay any advanced amounts if it is ultimately determined that he or she is not entitled to be indemnified.

Amendments to Certificate of Incorporation	Under the Colorado Act, an amendment to a corporation’s articles of incorporation must be proposed either by the board of directors or by the holders of at least 10% of the voting stock and must be approved by the shareholders with the votes cast in favor of the amendment exceeding the votes cast against.	As provided under the DGCL, any amendment to Timberline’s certificate of incorporation requires (i) the approval of the Timberline Board and (ii) the approval of a majority of the voting power of the outstanding stock entitled to vote upon the proposed amendment.

Amendments to Bylaws	The Colorado Act and McEwen’s bylaws provide that the bylaws may be amended by the board of directors or by the shareholders, with the votes cast in favor of such amendment exceeding the votes cast against.	Timberline’s bylaws may be altered, amended or repealed by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Timberline common stock entitled to vote thereon at any annual or special meeting of stockholders. Timberline’s bylaws may also be altered, amended or repealed by a resolution of the Timberline Board approved by at least a majority of the directors then in office except that any action taken by the Timberline Board may be changed or repealed by the stockholders in accordance with the prior sentence. Additionally, the board may adopt emergency bylaws pursuant to Section 110 of the DGCL.

			Page
ARTICLE 1 DEFINITIONS			A-5

	1.01	Definitions	A-5
	1.02	Other Definitional Provisions	A-14

ARTICLE 2 THE MERGER			A-14

	2.01	The Merger	A-14
	2.02	Closing	A-15
	2.03	Effective Time	A-15
	2.04	Certificate of Incorporation and Bylaws	A-15
	2.05	Directors and Officers of the Surviving Corporation	A-15
	2.06	Treatment of Company Shares, Company Equity Awards, Company Warrants and Merger Sub Shares	A-15
	2.07	Closing of the Company Transfer Books	A-16
	2.08	Exchange Fund; Exchange of Certificates	A-17
	2.09	Withholding	A-18
	2.10	Interest; No Liability	A-18
	2.11	Adjustments to Prevent Dilution	A-18
	2.12	Further Action	A-18

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY			A-19

	3.01	Organization and Corporate Power	A-19
	3.02	Authorization; Valid and Binding Agreement	A-19
	3.03	Capital Stock	A-20
	3.04	Subsidiaries	A-20
	3.05	No Breach	A-20
	3.06	Consents, etc.	A-21
	3.07	Company SEC Documents and Company SEDAR+ Documents; Disclosure Controls and Procedures	A-21
	3.08	No Undisclosed Liabilities	A-22
	3.09	Absence of Certain Developments	A-23
	3.10	Property	A-24
	3.11	Tax Matters	A-25
	3.12	Company Material Contracts	A-26
	3.13	Intellectual Property	A-28
	3.14	Data Privacy	A-29
	3.15	Litigation	A-29
	3.16	Insurance	A-30
	3.17	Employee Benefit Plans	A-30
	3.18	Compliance with Law; Permits; Anti-Corruption Laws	A-31
	3.19	Environmental Compliance and Conditions	A-32
	3.20	Mineral Resources	A-32
	3.21	Operations	A-32
	3.22	Employment and Labor Matters	A-33
	3.23	Brokerage	A-33
	3.24	Disclosure	A-34
	3.25	Anti-Takeover Laws	A-34
	3.26	Opinion	A-34
	3.27	No Other Representations and Warranties	A-34

			Page
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB			A-34

	4.01	Organization and Corporate Power	A-34
	4.02	Authorization; Valid and Binding Agreement	A-35
	4.03	Capital Stock	A-35
	4.04	No Breach	A-35
	4.05	Consents, etc.	A-36
	4.06	SEC Reports; Disclosure Controls and Procedures	A-36
	4.07	Litigation	A-37
	4.08	Absence of Certain Developments	A-37
	4.09	Ownership of Company Common Stock	A-37
	4.10	Brokerage	A-37
	4.11	Merger Sub	A-37
	4.12	No Other Representations and Warranties	A-37

ARTICLE 5 COVENANTS			A-37

	5.01	Interim Operations of the Company	A-37
	5.02	Obligations of Merger Sub	A-39
	5.03	Investigation	A-39
	5.04	Proxy Statement; Registration Statement	A-40
	5.05	Company Stockholders’ Meeting	A-41
	5.06	Non-Solicitation	A-41
	5.07	Regulatory Approvals; Additional Agreements	A-44
	5.08	Employee and Labor Matters	A-44
	5.09	Indemnification of Officers and Directors	A-45
	5.10	Public Disclosure	A-46
	5.11	Notification of Certain Matters; Shareholder Litigation	A-46
	5.12	NYSE Listing; Delisting, De-quotation and De-Registration	A-46
	5.13	Takeover Laws	A-47
	5.14	Section 16	A-48
	5.15	Tax Matters	A-47
	5.16	No Control of Other Party’s Business	A-48
	5.17	Notice of Certain Events	A-48

ARTICLE 6 CONDITIONS TO CLOSING			A-48

	6.01	Conditions to All Parties’ Obligations	A-48
	6.02	Conditions to Parent’s and Merger Sub’s Obligations	A-48
	6.03	Conditions to Company’s Obligations	A-49

ARTICLE 7 TERMINATION			A-49

	7.01	Termination	A-49
	7.02	Effect of Termination	A-50
	7.03	Termination Fee	A-51

ARTICLE 8 MISCELLANEOUS			A-51

	8.01	No Survival	A-51
	8.02	Expenses	A-52
	8.03	Amendment	A-52
	8.04	Waiver	A-52

		Page
8.05	Entire Agreement	A-52
8.06	Governing Law; Jurisdiction	A-52
8.07	Waiver of Jury Trial	A-53
8.08	Assignability	A-53
8.09	No Third-Party Beneficiaries	A-53
8.10	Notices	A-53
8.11	Severability	A-54
8.12	Specific Performance	A-54
8.13	Counterparts	A-54

Exhibit A			Form of Voting and Support Agreement

Exhibit B			Amended and Restated Certificate of Incorporation of the Surviving Corporation

			Notices to Parent or Merger Sub prior to the Closing Date:

			McEwen Mining Inc.
			150 King Street West
			Suite 2800
			Toronto, ON M5H 1J9
			Attention:			General Counsel
			Email:			notices@mcewenmining.com

			with copies (which shall not constitute notice) to:

			Hogan Lovells US LLP
			1601 Wewatta Street, Suite 900
			Denver, CO 80202
			Attention:			George A. Hagerty
			Email:			george.hagerty@hoganlovells.com

			and to:

			Hogan Lovells US LLP
			390 Madison Ave
			New York, NY 10017
			Attention:			Richard Aftanas
			Email:			richard.aftanas@hoganlovells.com

			Notices to the Company:

			Timberline Resources Corporation
			9030 North Hess Street, Suite 161
			Hayden, ID 83835
			Attention:			Patrick Highsmith
			Email:			highsmith@timberline-resources.com

			with a copy (which shall not constitute notice) to:

			Davis Graham and Stubbs LLP
			1550 17^th Street, Suite 500
			Denver, CO 80202
			Attention:			Brian Boonstra
			Email:			brian.boonstra@dgslaw.com

			PARENT:

			MCEWEN MINING INC.

			By:			/s/ Stefan Spears
						Name: Stefan Spears
						Title: Vice President of Corporate Development

			MERGER SUB:

			LOOKOUT MERGER SUB, INC.

			By:			/s/ Stefan Spears
						Name: Stefan Spears
						Title: Treasurer

			COMPANY:

			TIMBERLINE RESOURCES CORPORATION

			By:			/s/ Patrick Highsmith
						Name: Patrick Highsmith
						Title: President and Chief Executive Officer

Exhibit Number			Description
2.1†			Agreement and Plan of Merger, dated April 16, 2024, among McEwen Mining Inc., Lookout Merger Sub, Inc. and Timberline Resources Corporation (included as Annex A to the proxy statement/prospectus, which forms a part of this registration statement)

3.1.1			Second Amended and Restated Articles of Incorporation of McEwen Mining Inc. as filed with the Colorado Secretary of State on January 20, 2012 (incorporated by reference to Exhibit 3.1 to McEwen Mining Inc.’s Current Report on Form 8-K filed with the SEC on January 24, 2012)

3.1.2			Articles of Amendment to the Second Amended and Restated Articles of Incorporation of McEwen Mining Inc. as filed with the Colorado Secretary of State on January 24, 2012 (incorporated by reference to Exhibit 3.2 to McEwen Mining Inc.’s Current Report on Form 8-K filed with the SEC on January 24, 2012)

3.1.3			Articles of Amendment to the Second Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to McEwen Mining Inc.’s Current Report on Form 8-K filed with the SEC on June 30, 2021)

3.1.4			Articles of Amendment to the Second Amended and Restated Articles of Incorporation as filed with the Colorado Secretary of State on July 25, 2022 (incorporated by reference to Exhibit 3.1 to McEwen Mining Inc.’s Current Report on Form 8-K filed with the SEC on July 28, 2022)

3.1.5			Articles of Amendment to the Second Amended and Restated Articles of Incorporation as filed with the Colorado Secretary of State on June 30, 2023 (incorporated by reference to Exhibit 3.1 to McEwen Mining Inc.’s Current Report on Form 8-K filed with the SEC on July 3, 2023)

3.2			Amended and Restated Bylaws of McEwen Mining Inc. (incorporated by reference to Exhibit 3.2 to McEwen Mining Inc.’s Current Report on Form 8-K filed with the SEC on March 12, 2012)

5.1**			Opinion of Hogan Lovells US LLP

23.1**			Consent of Ernst & Young LLP, independent registered public accounting firm of McEwen Mining Inc.

23.2*			Consent of Assure CPA, LLP, independent registered public accounting firm of Timberline Resources Corporation.

23.3**			Consent of Hogan Lovells US LLP (included in Exhibit 5.1)

23.4**			Consent of Mining Plus US Corporation

23.5**			Consent of P&E Mining Consultants Inc.

23.6**			Consent of Samuel Engineering Inc.

23.7**			Consent of Stantec Consulting International Ltd.

23.8**			Consent of Knight Piesold Ltd.

23.9**			Consent of W. Dave Tyler

23.10**			Consent of SRK Consulting UK Limited

23.11**			Consent of Independent Mining Consultants Inc.

Exhibit Number			Description
23.12**			Consent of Forte Dynamics, Inc.

23.13**			Consent of Kevin W. Kunkel

23.14**			Consent of Michael C. Baumann

23.15**			Consent of Benjamin Bermudez

23.16**			Consent of Sheila Daniel

23.17**			Consent of Steven Sibbick

23.18**			Consent of Piers Wendlandt

23.19**			Consent of Lewis Kitchen

23.20**			Consent of Benoit Bissonnette

23.21**			Consent of William Bagnell

23.22**			Consent of Daniel D. Downton

23.23**			Consent of Channa Kumarage

23.24**			Consent of Aleksandr Mitrofanov

23.25**			Consent of Kenneth Tylee

23.26**			Consent of James Tod

23.27**			Consent of SLR Consulting Ltd.

23.28*			Consent of Dr. Steven A. Osterberg.

23.29*			Consent of RESPEC Company LLC

24.1*			Power of Attorney (included on the signature page of this registration statement)

99.1*			Consent of Cormark Securities Inc.

99.2**			Form of Proxy Card for the Special Meeting of Timberline Resources Corporation

107*			Filing Fee Table

McEwen Mining Inc.

By:	/s/ Robert R. McEwen
	Name:	Robert R. McEwen
	Title:	Chief Executive Officer

Signature	Title	Date

/s/ Robert R. McEwen	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	June 13, 2024
Robert R. McEwen		June 13, 2024

/s/ Perry Ing	Chief Financial Officer (Principal Financial and Accounting Officer)	June 13, 2024
Perry Ing		June 13, 2024

/s/ Allen V. Ambrose	Director	June 13, 2024
Allen V. Ambrose	Director	June 13, 2024

/s/ Ian Ball	Director	June 13, 2024
Ian Ball	Director	June 13, 2024

/s/ Richard W. Brissenden	Director	June 13, 2024
Richard W. Brissenden	Director	June 13, 2024

/s/ Michelle Makori	Director	June 13, 2024
Michelle Makori	Director	June 13, 2024

/s/ Dr. Merri Sanchez	Director	June 13, 2024
Dr. Merri Sanchez	Director	June 13, 2024

/s/ Nicolas Darveau-Garneau	Director	June 13, 2024
Nicolas Darveau-Garneau	Director	June 13, 2024

/s/ William Shaver	Director	June 13, 2024
William Shaver	Director	June 13, 2024

/s/ Robin Dunbar	Director	June 13, 2024
Robin Dunbar	Director	June 13, 2024

Toronto, Canada	/s/ Ernst & Young LLP
June 13, 2024	Chartered Professional Accountants
	Licensed Public Accountants

	MINING PLUS US CORPORATION

	By:	/s/ Peter Lock
	Name:	Peter Lock
	Title:	Director

	P&E MINING CONSULTANTS INC.

	By:	/s/ Eugene Puritch
	Name:	Eugene Puritch, P.Eng., FEC, CET
	Title:	President

	By:	/s/ Stantec Consulting International Ltd.
	Name:	Stantec Consulting International Ltd.

	By:	/s/ SRK Consulting UK Limited
	Name:	SRK Consulting UK Limited

	INDEPENDENT MINING CONSULTANTS, INC.

	By:	/s/ Joseph S.C. McNaughton
	Name:	Joseph S.C. McNaughton
	Title:	Partner

	FORTE DYNAMICS, INC.

	By:	/s/ Barry L. Carlson
	Name:	Barry L. Carlson
	Title:	President

	By:	/s/ Kevin W. Kunkel
		Kevin W. Kunkel, Certified Professional Geologist, American Institute of Professional Geologists (AIPG), #11139
		McEwen Mining Inc.