McEwen Inc 8-K, filed Aug 23, 2021
McEwen Inc. (MUX)
About this 8-K
McEwen Inc filed this 8-K on August 23, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive office) (Zip Code)
Registrant’s telephone number including
area code: (
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 7.01 | Regulation FD Disclosure |
On August 23, 2021, McEwen Mining Inc. (the “Company”) issued a press release announcing the closing of the first tranche of a private placement of equity securities by its subsidiary, McEwen Copper Inc. A copy of the press release is attached to 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 and Exhibits. |
| (d) | Exhibits. The following exhibit is furnished with this report: |
| 99.1 | Press release dated August 23, 2021 |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101) |
2
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| McEWEN MINING INC. | ||
| Date: August 23, 2021 | By: | /s/ Carmen Diges |
| Carmen Diges, General Counsel | ||
3
Exhibit 99.1
McEwen Copper Inc. Closes $40 million Private Placement with Rob McEwen
TORONTO, ONTARIO, August 23, 2021 – McEwen Mining Inc. (NYSE and TSX: MUX) announces that its subsidiary, McEwen Copper Inc., has closed the first tranche of the Series B private placement offering announced on July 6th, 2021 (the “Offering”), issuing 4,000,000 common shares at a price of $10.00 per share for gross proceeds of $40,000,000.
Subscription for the remaining 4,000,000 common shares is available to qualified accredited investors, subject to a $1 million minimum investment and certain other conditions. The securities sold in the Offering are private and subject to transfer restrictions until after such time as shares of McEwen Copper become listed on a public exchange. The second tranche of the Offering is expected to close on or before September 30th, 2021.
Rob McEwen’s investment corporation, Evanachan Limited, purchased all the shares issued pursuant to the first tranche of the Offering. Following completion of the Offering, Rob McEwen beneficially owns 18.6% of McEwen Copper, which holds a 100% interest in the Los Azules copper project in San Juan, Argentina, and a 100% interest in the Elder Creek exploration property in Nevada, subject to a 1.25% net smelter return (NSR) royalty on both assets payable to McEwen Mining.
McEwen Copper intends to pursue an initial public listing within 12 months from the final closing of the Offering. Proceeds from the Offering will be used exclusively by McEwen Copper to advance the Los Azules project to a pre-feasibility study, construction of a new year-round access road to the project, infill and exploration drilling at Los Azules and Elder Creek, environmental permitting and community relations, and general corporate purposes. Construction of the new access road is currently underway and has advanced 10 miles (16 km) of the approximate 72 mile (115 km) planned length.
McEwen Mining is relying on the exemption set forth in Section 602.1 of the TSX Company Manual, which provides that the TSX will not apply certain of its requirements to issuers whose shares are listed on another recognized stock exchange such as the NYSE.
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.
All amounts are in United States Dollars.
CAUTION STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This news release contains certain forward-looking statements and information, including "forward-looking statements" within the meaning of the private securities litigation reform act of 1995. The forward-looking statements are intended to be subject to the safe harbor provided by section 27a of the securities act of 1933, section 21e of the securities exchange act of 1934 and private securities litigation reform act of 1995.
| McEwen Mining Inc. | Page 1 |
This news release contains certain forward-looking statements and information, including "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements and information expressed, as at the date of this news release, McEwen Mining Inc.'s (the "Company") estimates, forecasts, projections, expectations or beliefs as to future events and results. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, risks and contingencies, and there can be no assurance that such statements and information will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements and information. Risks and uncertainties that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking statements and information include, but are not limited to, effects of the COVID-19 pandemic, fluctuations in the market price of precious metals, mining industry risks, political, economic, social and security risks associated with foreign operations, the ability of the corporation to receive or receive in a timely manner permits or other approvals required in connection with operations, risks associated with the construction of mining operations and commencement of production and the projected costs thereof, risks related to litigation, the state of the capital markets, environmental risks and hazards, uncertainty as to calculation of mineral resources and reserves, and other risks. Readers should not place undue reliance on forward-looking statements or information included herein, which speak only as of the date hereof. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. See McEwen Mining's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and other filings with the Securities and Exchange Commission, under the caption "Risk Factors", for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information regarding the Company. All forward-looking statements and information made in this news release are qualified by this cautionary statement.
The NYSE and TSX have not reviewed and do not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by management of McEwen Mining Inc.
ABOUT MCEWEN MINING
McEwen Mining is a diversified gold and silver producer and explorer focused in the Americas with operating mines in Nevada, Canada, Mexico and Argentina.
|
CONTACT INFORMATION: | |
|
Investor Relations: (866)-441-0690 Toll Free (647)-258-0395
Mihaela Iancu ext. 320
info@mcewenmining.com |
150 King Street West Suite 2800, P.O. Box 24 Toronto, ON, Canada M5H 1J9
|
| McEwen Mining Inc. | Page 2 |