8-K
McEwen Inc. (MUX)
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): July 27, 2022
McEWEN MINING INC.
(Exact name of registrant as specified in its charter)
| Colorado<br> (State or other jurisdiction of<br> incorporation or organization) | 001-33190<br> (Commission File<br> Number) | 84-0796160<br> (I.R.S. Employer<br> Identification No.) |
|---|
150 King Street West, Suite 2800
Toronto, Ontario, Canada M5H 1J9
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number including area code:
(866) 441-0690
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<br> 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 3.03 | Material Modification to Rights of Security Holders. |
|---|
To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Changein Fiscal Year |
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As previously disclosed, McEwen Mining Inc. (the “Company”) held its Annual Meeting of Shareholders on July 7, 2022, at which the shareholders of the Company approved, among other things, proposals to: (i) authorize the Board of Directors of the Company (the “Board”), to amend the Company’s Second Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) in order to implement a reverse stock split of the Company’s common stock, no par value per share (“Common Stock”), at a ratio of not less than one-for-five (1:5) and not greater than one-for-ten (1:10), with the exact ratio to be determined by the Board in its discretion (the “Reverse Split”) and (ii) amend the Articles of Incorporation to decrease the authorized number of shares of Common Stock from 675,000,000 to 200,000,000 (the “Decrease in Authorized Capital Amendment”).
Pursuant to that authority, effective July 27, 2022, the Company filed with the Secretary of State of the State of Colorado Articles of Amendment to the Articles of Incorporation that served to (i) effect a one-for-ten Reverse Split of the Company’s issued and outstanding Common Stock on July 27, 2022 at 11:59 p.m. (the “Effective Time”) and (ii) effect the Decrease in Authorized Capital Amendment. As a result of the one-for-ten Reverse Split, at the Effective Time, each ten shares of the Company’s Common Stock issued and outstanding immediately prior to the Effective Time were automatically combined into and became one share of Common Stock. As previously reported, no fractional shares will be issued in connection with the Reverse Split. Shareholders of record otherwise entitled to receive fractional shares of Common Stock will receive cash (without interest or deduction) in lieu of such fractional share interests. The Reverse Split will not alter the par value of the Common Stock or modify any voting rights or other terms of the Common Stock. Except for any shareholders who receive cash in lieu of a fractional share as a result of the Reverse Split, the Reverse Split will affect all shareholders uniformly. Computershare Trust Company, N.A., the Company’s transfer agent, is acting as the exchange agent for the Reverse Split.
At the Effective Time, the number of shares of Common Stock reserved for issuance under, the number of shares subject to outstanding awards, the per-share exercise or purchase price with respect to outstanding awards, and other relevant provisions under the Company’s Amended and Restated Equity Incentive Plan Incentive were appropriately adjusted to reflect the Reverse Split. The adjustments will be made in accordance with the terms of the plan and include a proportionate increase in the exercise price of outstanding options and a proportionate decrease in the number of shares of common stock issuable upon the exercise of outstanding options.
Also, at the Effective Time, the exercise prices and the number of shares of Common Stock issuable upon exercise of the Company’s outstanding warrants were, in accordance with their terms, increased and decreased, respectively, in proportion to the Reverse Split ratio.
| Item 7.01 | Regulation FD Disclosure |
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On July 27, 2022, the Company issued a press release announcing the Reverse Split. The press release is filed as Exhibit 99.1 to this Form 8-K.
The information furnished under this Item 7.01, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.
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| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. The following exhibits are filed or furnished with<br>this report: |
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| 3.1 | Articles of Amendment to the Second Amended and Restated Articles of Incorporation, effective as of July 27, 2022 |
| --- | --- |
| 99.1 | News Release dated July 27, 2022 |
| --- | --- |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit<br>101) |
| --- | --- |
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| McEWEN MINING INC. | ||
|---|---|---|
| Date: July 28, 2022 | By: | /s/ Carmen Diges |
| Carmen Diges, General Counsel |
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Exhibit 3.1
OFFICE OF THE SECRETARY OF STATE
OF THE STATE OF COLORADO
CERTIFICATEOF DOCUMENT FILED
I, Jena Griswold , as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, the attached document is a true and complete copy of the
Articles of Amendment
with Document # 20221723618 of
McEwen Mining Inc.
Colorado Corporation
(Entity ID # 19871378412 )
consisting of 4 pages.
This certificate reflects facts established or disclosed by documents delivered to this office on paper through 07/22/2022 that have been posted, and by documents delivered to this office electronically through 07/25/2022 @ 14:57:50.
I have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, and issued this official certificate at Denver, Colorado on 07/25/2022 @ 14:57:50 in accordance with applicable law. This certificate is assigned Confirmation Number 14187397.
| /s/ Jena Griswold<br><br> <br>Secretary<br> of State of the State of Colorado |
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******************************************************End of Certificate******************************************************
Notice: Acertificate issued electronically from the Colorado Secretary of State’s Web site is fully and immediately valid and effective.However, as an option, the issuance and validity of a certificate obtained electronically may be established by visiting the Validatea Certificate page of the Secretary of State’s Web site, http://www.sos.state.co.us/biz/CertificateSearchCriteria.do entering thecertificate’s confirmation number displayed on the certificate, and following the instructions displayed. Confirming the issuanceof a certificate is merely optional and is not necessary to the valid and effective issuance of a certificate. For more information,visit our Web site, http://www.sos.state.co.us/ click “Businesses, trademarks, trade names” and select “FrequentlyAsked Questions.”
| Document<br> must be filed electronically.<br><br> <br>Paper<br> documents are not accepted.<br><br> <br>Fees<br> & forms are subject to change.<br><br> <br>For<br> more information or to print copies of filed documents, visit www.sos.state.co.us. | Colorado<br> Secretary of State<br><br><br><br>Date and Time: 07/25/2022<br>02:45 PM<br><br><br><br>ID Number: 19871378412<br><br><br><br><br><br><br><br>Document number: 20221723618<br><br><br>Amount Paid: $25.00 |
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ABOVE SPACE FOR OFFICE USE ONLY
Articlesof Amendment
filed pursuant to §7-90-301, et seq. and §7-110-106 of the Colorado Revised Statutes (C.R.S.)
| 1. | For<br> the entity, its ID number and entity name are | |
|---|---|---|
| ID number | 19871378412 | |
| --- | --- | |
| (Colorado Secretary of State ID number) | ||
| Entity name | McEwen<br> Mining Inc. | . |
| --- | --- | --- |
| 2. | The<br> new entity name (if applicable) is ________________________________________________________________________________________. | |
| --- | --- | |
| 3. | (If the following statement applies, adopt the statement by marking the box and include an attachment.) | |
| --- | --- | |
| x | This<br> document contains additional amendments or other information. | |
| --- | --- | |
| 4. | If<br> the amendment provides for an exchange, reclassification or cancellation of issued shares,<br> the attachment states the provisions for implementing the amendment. | |
| --- | --- | |
| 5. | (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.) | |
| --- | --- |
(If the following statementapplies, adopt the statement by entering a date and, if applicable, time using the required format.)
The delayed effective date and, if applicable, time of this document is/are 07/27/2022 11:59 PM.
(mm/dd/yyyy hour:minuteam/pm)
Notice:
Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that such document is such individual's act and deed, or that such individual in good faith believes such document is the act and deed of the person on whose behalf such individual is causing such document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S. and, if applicable, the constituent documents and the organic statutes, and that such individual in good faith believes the facts stated in such document are true and such document complies with the requirements of that Part, the constituent documents, and the organic statutes.
This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is identified in this document as one who has caused it to be delivered.
| 6. The<br> true name and mailing address of the individual<br> causing the document to be delivered for filing<br> are | Waltz | Peter | |||||
|---|---|---|---|---|---|---|---|
| (Last) | (First) | (Middle) | (Suffix) | ||||
| 1401 Lawrence Street | |||||||
| (Street name and number or Post Office Box information) | |||||||
| Suite 2300 | |||||||
| Denver | CO | 80202 | |||||
| (City) | (State) | (Postal/Zip Code) | |||||
| United States | |||||||
| (Province – if applicable) | (Country – if not US) | ||||||
| AMD_PC | Page 1 of 2 | Rev. 12/20/2016 | |||||
| --- | --- | --- |
(If the following statementapplies, adopt the statement by marking the box and include an attachment.)
¨ This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing.
Disclaimer:
This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s).
| AMD_PC | Page 2 of 2 | Rev. 12/20/2016 |
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ARTICLES OF AMENDMENT TOTHE
SECONDAMENDED AND RESTATED ARTICLES OF INCORPORATION
OF MCEWEN MINING INC.
Pursuant to Section 7-110-103 of the Colorado Business Corporation Act and Section 7-90-304 of the Colorado Corporations and Associations Act, McEwen Mining Inc., a Colorado corporation (the “Corporation”), adopts the following Articles of Amendment to its Second Amended and Restated Articles of Incorporation, as previously amended, and hereby certifies as follows:
FIRST: The name of the corporation is McEwen Mining Inc.
SECOND: The board of directors of the Corporation duly approved the following amendments to the Second Amended and Restated Articles of Incorporation and recommended them for approval by the shareholders of the Corporation on May 27, 2022 and the shareholders of the Corporation duly approved said amendments on July 7, 2022.
THIRD: The first amendment effected by these Articles of Amendment is as follows: The following shall be added in its entirety immediately following Article IV, Section A of the Corporation’s Second Amended and Restated Articles of Incorporation:
“Upon the filing and effectiveness (the “Effective Time”) pursuant to the Colorado Business Corporations Act of these Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Corporation, each ten (10) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). Any fractional shares resulting from the Reverse Stock Split will not be issued but will be paid out in cash (without interest or deduction) in the amount equal to the number of shares exchanged into such fractional share multiplied by the closing trading price of the Common Stock on the New York Stock Exchange on the trading day immediately before the Effective Time. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional share interests as described above.”
FOURTH: The second amendment effected by these Articles of Amendment, which shall be deemed to be effective immediately after the matter described in Article Third, is as follows: The second sentence of Article IV, Section A of the Second Amended and Restated Articles of Incorporation is hereby deleted in its entirety and restated as follows:
The total number of shares which the Corporation is authorized to issue is 200,000,002 shares, of which (i) 200,000,000 shares, no par value, shall be Common Stock and (ii) two shares, no par value, shall be Preferred Stock.
FIFTH: The remainder of the Second Amended and Restated Articles of Incorporation, as previously amended, shall remain unchanged and in full force and effect.
SIXTH: The effective date of these Articles of Amendment shall be 11:59 P.M. Eastern Time July 27, 2022.
IN WITNESS WHEREOF, McEwen Mining, Inc. has caused these Articles of Amendment of the Second Amended and Restated Articles of Incorporation to be signed by its duly authorized officer, this 25th day of July 2022.
| McEwen Mining, Inc. |
|---|
| /s/Carmen Diges |
| Name: Carmen Diges |
| Title: General Counsel and Secretary |
Exhibit 99.1
McEwen Mining: Reverse Split To Be EffectiveJuly 28th
TORONTO, July 27, 2022 - McEwenMining Inc. (NYSE: MUX) (TSX: MUX) ("MUX" or the "Company”) announces that starting tomorrow the Company’s common shares are expected to begin trading on the NYSE and TSX after giving effect to the 1-for-10 reverse split previously announced on July 12^th^, 2022 (the “Reverse Split”). Following effectiveness of the Reverse Split the Company expects to regain compliance with NYSE continued listing requirements and remain listed on the NYSE.
Pursuant to the approval by the shareholders at the annual meeting of shareholders held on July 7^th^, 2022, the Company filed an Amendment to its Articles of Incorporation that served to:
| (i) | effect a 1-for-10 Reverse Split of the Company’s issued and outstanding common stock on July 27,<br>2022 at 11:59 p.m., and |
|---|---|
| (ii) | effect the decrease in authorized capital from 675 million to 200 million shares of common stock. |
| --- | --- |
As previously reported, no fractional shares will be issued in connection with the Reverse Split. Shareholders of record otherwise entitled to receive fractional shares of common stock will receive cash (without interest or deduction) in lieu of such fractional share interests. The Reverse Split will not alter the par value of the common stock or modify any voting rights or other rights or terms of the common stock. Except for any shareholders who receive cash in lieu of a fractional share as a result of the Reverse Split, the Reverse Split will affect all shareholders uniformly. Computershare Trust Company, N.A., the Company’s transfer agent, is acting as the exchange agent for the Reverse Split.
Computershare will send instructions (a “Letter of Transmittal”) to shareholders who hold stock certificates regarding the exchange of old certificates for new certificates. To exchange your stock certificates, you must follow the instructions contained in the Letterof Transmittal. Shareholders who hold their shares in brokerage accounts or "street name" are not required to take any action to effect the exchange of their shares.
Following the Reverse Split, the number of outstanding common shares of the Company will be reduced from approximately 474 million outstanding common shares to approximately 47 million outstanding common shares. MUX's common shares will continue to trade on the NYSE and the TSX under the existing ticker symbols subject to on-going satisfaction of continued listing requirements. Following the Reverse Split, the new CUSIP number for the Company's common shares will be 58039P305, and the new ISIN for the Company's common shares will be US58039P3055.
CAUTION CONCERNING FORWARD-LOOKINGSTATEMENTS
This news release contains certain forward-looking statements and information, including "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements and information expressed, as at the date of this news release, McEwen Mining Inc.'s (the "Company") estimates, forecasts, projections, expectations or beliefs as to future events and results. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, risks and contingencies, and there can be no assurance that such statements and information will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements and information. Risks and uncertainties that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking statements and information include, but are not limited to, effects of the COVID-19 pandemic, fluctuations in the market price of precious metals, mining industry risks, political, economic, social and security risks associated with foreign operations, the ability of the corporation to receive or receive in a timely manner permits or other approvals required in connection with operations, risks associated with the construction of mining operations and commencement of production and the projected costs thereof, risks related to litigation, the state of the capital markets, environmental risks and hazards, uncertainty as to calculation of mineral resources and reserves, and other risks. Readers should not place undue reliance on forward-looking statements or information included herein, which speak only as of the date hereof. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. See McEwen Mining's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2021 and other filings with the Securities and Exchange Commission, under the caption "Risk Factors", for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information regarding the Company. All forward-looking statements and information made in this news release are qualified by this cautionary statement.
| McEwen Mining Inc. | Page 1 |
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The NYSE and TSX have not reviewedand do not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by the managementof 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. It also has a large exposure to copper through its subsidiary McEwen Copper, owner of the Los Azules copper deposit in Argentina.
| CONTACT INFORMATION: | ||
|---|---|---|
| ****<br><br> <br>Investor Relations:<br><br> <br>(866)-441-0690 Toll-Free<br><br> <br>(647)-258-0395<br><br> <br><br><br> <br>Mihaela Iancu ext. 320<br><br> <br><br><br> <br>info@mcewenmining.com | <br><br> <br>Website: www.mcewenmining.com<br><br> <br><br><br> <br>Facebook: facebook.com/mcewenmining<br><br> <br>Facebook: facebook.com/mcewenrob<br><br> <br><br><br> <br>Twitter: twitter.com/mcewenmining<br><br> <br>Twitter: twitter.com/robmcewenmux<br><br> <br><br><br> <br>Instagram: instagram.com/mcewenmining | 150 King Street West<br><br> <br>Suite 2800, P.O. Box 24<br><br> <br>Toronto, ON, Canada<br><br> <br>M5H 1J9 |
| McEwen Mining Inc. | Page 2 | |
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