10-K - MUX - Equibles

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number 001-33190

MCEWEN MINING INC.

(Name of registrant as specified in its charter)


Colorado	84-0796160
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
150 King Street West , Suite 2800 , Toronto , Ontario ** Canada**	M5H 1J9
(Address of principal executive offices)	(Zip Code)

( 866 ) 441-0690

(Registrant’s telephone number, including area code)

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, no par value	MUX	New York Stock Exchange (“NYSE”)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☐
	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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262 (b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2022 (the last business day of the registrant’s second fiscal quarter), the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant was $172,281,488 based on the closing price of $4.39 per share as reported on the NYSE. There were 47,427,584 shares of common stock outstanding on March 13, 2023.

DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s Proxy Statement for the 2023 Annual Meeting of Shareholders are incorporated into Part III, Items 10 through 14 of this report.

Table of Contents TABLE OF CONTENTS

PART I
ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS	18
ITEM 1B.	UNRESOLVED STAFF COMMENTS	35
ITEM 2.	PROPERTIES	35
ITEM 3.	LEGAL PROCEEDINGS	50
ITEM 4.	MINE SAFETY DISCLOSURES	50
PART II
ITEM 5.	MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	52
ITEM 6.	[RESERVED]	52
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	53
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	79
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	83
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	120
ITEM 9A.	CONTROLS AND PROCEDURES	120
ITEM 9B.	OTHER INFORMATION	120
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	120
ITEM 11.	EXECUTIVE COMPENSATION	120
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	121
ITEM 13.	CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	121
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	121
PART IV
ITEM 15.	EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES	122
ITEM 16.	FORM 10-K SUMMARY	124
SIGNATURES		125

ADDITIONAL INFORMATION

Descriptions of agreements or other documents in this report are intended as summaries and are not necessarily complete. Please refer to the agreements or other documents filed or incorporated herein by reference as exhibits. Please see Item 15, Exhibits and Financial Statement Schedules in this report for a complete list of those exhibits.

Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Please see the note under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for a description of special factors potentially affecting forward-looking statements included in this report.

CAUTIONARY NOTE REGARDING DISCLOSURE OF MINERAL PROPERTIES

Mineral Reserves and Resources

We are subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and applicable Canadian securities laws, and as a result, we have reported our mineral reserves and mineral resources according to two different standards. U.S. reporting requirements are governed by Item 1300 of Regulation S-K (“S-K 1300”), as issued by the U.S. Securities and Exchange Commission (“SEC”). Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), as adopted from the definitions provided by the Canadian Institute of Mining, Metallurgy and Petroleum. Both sets of reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but the standards embody slightly different approaches and definitions. All disclosure of mineral resources and mineral reserves in this report are reported in accordance with S-K 1300.

Investors should be aware that the estimation of measured and indicated resources involve greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves, and therefore investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves that conform to S-K 1300 guidelines. The estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources. It is reasonably expected that the majority of the inferred mineral resource could be upgraded to an indicated mineral resource with continued exploration. Investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically.

Technical Report Summaries and Qualified Persons

The technical information concerning our mineral projects in this Form 10-K have been reviewed and approved by William Shaver, P.Eng., Chief Operating Officer, and Luke Willis, P.Geo, Director, Resource Modeling, each a “qualified person” under S-K 1300. For a description of the key assumptions, parameters and methods used to estimate mineral reserves and mineral resources included in this Form 10-K, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the Technical Report Summaries for each of our material properties which are included as exhibits to the 2021 Form 10-K.

RELIABILITY OF INFORMATION

Minera Santa Cruz S.A. (“MSC”), the owner of the San José mine, is responsible for and has supplied to us all reported results from the San José mine. The technical information contained herein with regard to the San José mine is, with few exceptions as noted, based entirely on information provided to us by MSC. Our joint venture partner, a subsidiary of Hochschild Mining plc, and its affiliates other than MSC do not accept responsibility for the use of project data or the adequacy or accuracy of this information.

Table of Contents PART I

ITEM 1. BUSINES S

History and Organization

McEwen Mining Inc. (the “Company”) is a gold and silver mining production and exploration company with an advanced copper development project, focused on the Americas. We were incorporated under the laws of the state of Colorado in 1979 as US Gold Corp. In September 2011, US Gold Corp. acquired Minera Andes Inc., and was renamed McEwen Mining Inc. We own 100% of the Froome mine and Stock mill in Ontario, Canada, a 100% interest in the Gold Bar mine in Nevada, 100% of the Fenix Project in Sinaloa, Mexico, 68.1% of McEwen Copper Inc., the owner of the Los Azules copper project (“Los Azules”) in San Juan, Argentina, and a 49% interest in MSC, the owner and operator of the San José mine in Santa Cruz, Argentina. MSC is controlled by the majority owner of the joint venture, Hochschild Mining plc (“Hochschild”). In addition to the above, we hold interests in advanced-stage and exploration-stage properties and projects in the United States, Canada, Mexico and Argentina.

Our commencement of Canadian operations in 2017 was facilitated by the acquisition of Lexam VG Gold Inc. (“Lexam”) in April 2017, followed by the acquisition of the Black Fox Property and Stock Property from Primero Mining Corp. in October 2017. These two acquisitions provided us with an operating mine, mill and significant land interests in the historic Timmins mining district of Ontario (collectively, the “Fox Complex”). On September 19, 2021, our currently operating Froome mine, located within the Black Fox Property, reached commercial production.

In the United States, construction began on our 100% owned Gold Bar mine in Nevada in 2017. The Gold Bar mine poured its first gold ingot on February 16, 2019 and achieved commercial production on May 23, 2019. Current production is from our Pick and Ridge deposits, and in December 2022 we began mining from our Gold Bar South (“GBS”) deposit.

At the El Gallo mine in Sinaloa, Mexico, mining and crushing activities ceased during the second quarter of 2018, with production activities since that time limited to residual leaching up to the third quarter of 2022. The Company is currently reviewing reprocessing heap leach material at the El Gallo mine (“HLM”) as well as new silver processing operations (“El Gallo Silver”) in the immediate vicinity as part of its Fenix Project.

In July 2021, we announced the creation of McEwen Copper Inc. (“McEwen Copper”), through which we hold an indirect interest in Los Azules in the province of San Juan, Argentina and the Elder Creek exploration property in Nevada. During 2021 and 2022, we closed a $81.9 million private placement offering for a 31.9% interest in McEwen Copper, which included a $40 million investment by an affiliate of our Chairman and Chief Executive Officer, Robert McEwen.

Our objective is to increase shareholder value through the exploration for and economic extraction of gold, silver and other valuable minerals. Other than the San José mine in Argentina, we generally conduct our activities as the sole operator, but we may enter into strategic arrangements with other companies through joint venture or similar agreements. We hold our mineral property interests and operate our business through various subsidiary companies, each of which is owned directly, or indirectly, by us.

Our principal executive office is located at 150 King Street West, Suite 2800, Toronto, Ontario, Canada M5H 1J9 and our telephone number is (866) 441-0690. We also maintain offices in Elko, Nevada (U.S.), Matheson, Canada, Guamúchil, Mexico, and San Juan, Argentina. Our website is www.mcewenmining.com. We make available at no cost our periodic reports including Forms 10-K, 10-Q and 8-K, and news releases and certain of our corporate governance documents, including our Code of Ethics, on our website. Our common stock is listed on the New York Stock Exchange (“NYSE”) and on the Toronto Stock Exchange (“TSX”) under the symbol “MUX.”

In this report, unless otherwise noted, “Au” represents gold; “Ag” represents silver; “Cu” represents copper; “oz” represents troy ounce; “lb” represents pound; “g/t” represents grams per metric tonne; “o/t” represents troy ounces per short ton; “ft” represents feet; “m” represents meter; “sq” represents square; and C$ refers to Canadian dollars. All our financial information is reported in United States (U.S.) dollars, unless otherwise noted. References to our company include, where the context requires, all of our subsidiaries, including our 68.1% interest in McEwen Copper Inc. 3

Table of Contents Segment Information

Our operating segments include Canada, United States, Mexico, MSC and McEwen Copper. Financial information for each of our reportable segments can be found under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8**.** Financial Statements and Supplementary Data, Note 3, Operating Segment Reporting.

Products

The end product at our gold and silver operations is generally in the form of doré or concentrate. Doré is an alloy consisting primarily of gold and silver but may also contain other trace elements. Doré is sent to third party refiners to produce saleable bullion. Ore concentrate, or simply concentrate, is raw mineralized material that has been finely ground into a powdery product from which gangue (waste) is removed, thus concentrating the metal component. Concentrate, as well as slag and fine carbons (which are by-products of the gold production process), are sent to third party smelters for further recovery of gold and silver.

During 2022, production consisted of 100% doré from the Gold Bar mine, 99% doré and 1% slag and fine carbon from the Fox Complex, and 92% doré and 8% slag and fine carbon from the El Gallo mine. Production from the San José mine consisted of 55% doré and 45% concentrate.

During 2022, we reported the following consolidated production attributable to us:


	****	Gold	****	Silver	****	Gold ** equivalent**
Consolidated Production		ounces		ounces		ounces^(1)^
Fox Complex		36,652		—		36,652
Gold Bar mine		26,611		684		26,619
El Gallo mine		844		616		851
San José mine (49% attributable basis)		38,613		2,593,304		69,129
Total Production		102,720		2,594,604		133,252
(1)	Calculated using an average silver to gold ratio of 84:1.
---	---

Gold and silver contained in our end products are generally sold at the prevailing spot market price per ounce at the time of sale. Concentrates produced by the San José mine are provisionally priced, whereby the selling price is subject to final adjustments at the end of a period ranging from 30 to 90 days after delivery to the customer. The final price is based on the market price of the contained metals at the relevant quotation period stipulated in the contract. Due to the time elapsed between shipment and the final settlement with the buyer, MSC estimates the prices at which sales of metals will be settled. At the end of each financial reporting period, previously recorded provisional sales are adjusted to estimated settlement metals prices based on relevant forward market prices until final settlement with the buyer.

During 2022, revenues from gold and silver sales were $47.9 million from the Gold Bar mine, $60.8 million from the Fox Complex, $1.6 million from the El Gallo mine, and $124.8 million from the San José mine on a 49% basis. Revenue from the San José mine is not included in our Consolidated Statements of Operations and Comprehensive (Loss) as we use the equity method of accounting for MSC. See Item 7. **** Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information regarding production and operating results for our properties, and Item 8**.** Financial Statements and Supplementary Data, Note 2, Summary of Significant Accounting Policies—Investments and Note 9, Investment in Minera Santa Cruz S.A. (“MSC”) – San José Mine for additional information regarding the equity method of accounting. 4

Table of Contents Like all metal producers, our operations are affected by fluctuations in metal prices. The following table presents the annual high, low and average daily London P.M. Fix prices per ounce for gold and London Fix prices per ounce for silver over the past three years and 2023 to the most recent practical date on the London Bullion Market:


	Gold						Silver
Year	High		Low		Average		High		Low		Average
	(in dollars per ounce)
2020		2,067		1,474		1,770		28.90		12.00		20.50
2021		1,943		1,684		1,799		29.59		21.53		25.14
2022		2,039		1,629		1,800		26.18		17.77		21.71
2023 (through March 10, 2023)		1,861		1,816		1,838		21.09		20.09		20.65

On March 10, 2023, the London P.M. Fix for gold was $1,861.25 per ounce and the London Fix for silver was $20.09 per ounce.

Processing Methods

At our operations, gold and silver are extracted from mineralized material by either milling or heap leaching depending on, among other things, the amount of gold and silver contained in the material, whether the material is naturally oxidized or not, and the amenability of the material to treatment.

At our Froome mine in Canada, mineralized material from the underground mine is transported to our Stock mill and fed to a crushing circuit. Final sized product is then leached with cyanide, and gold-cyanide in solution is recovered to activated carbon. The gold is stripped from the carbon and recovered with electrowinning cells, after which the gold is poured into doré bars.

At the Gold Bar mine and the previously operating El Gallo mine, both open pit operations, the mineralized material is processed using heap leaching methods. Heap leaching consists of stacking crushed, oxidized material on impermeable pads, where a diluted cyanide solution is applied to the surface of the heap to extract the contained gold and silver content. The gold and silver-bearing solution is then recovered through adsorption onto activated carbon, followed by desorption, electrowinning, retorting and finally smelting into doré bars.

At the San José mine, mineralized material from the underground mine is processed initially using a conventional crushing-grinding-flotation mill. A portion of the flotation concentrate is cyanide leached followed by an electrowinning which produces a precipitate. This precipitate is then smelted and poured into silver and gold doré bars. The remainder of the concentrate is shipped to third-party smelters for toll processing.

Proven and Probable Mineral Reserves

We had attributable estimated proven and probable gold reserves of 0.3 million ounces of gold at our Gold Bar mine and the San José mine, and 5.1 million ounces of proven and probable silver reserves at the San José mine at December 31, 2022.

A “mineral reserve” is an estimate of tonnage and grade or quality of measured and indicated mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted. The term “economically viable,” as used in the definition of reserve, means that the qualified person has analytically determined that extraction of the mineral reserve is economically viable under reasonable investment and market assumptions.

The term “proven reserves” means the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource. The term “probable reserves” means reserves for which quantity and grade are computed from information similar to that used for proven reserves, but the sites for sampling are farther apart or are otherwise less closely spaced. The degree of assurance, although lower than that for proven reserves, is high enough 5

Table of Contents to assume continuity between points of observation. Proven and probable reserves include gold and silver attributable to our ownership or economic interest.

The proven and probable reserve figures presented herein are estimates based on information available at the time of calculation. No assurance can be given that the indicated levels of recovery of gold or silver will be realized. Reserve estimates may require revision based on actual production. Market fluctuations in the price of gold or silver, as well as increased production costs or reduced metallurgical recovery rates, could render certain proven and probable reserves containing higher cost reserves uneconomic to exploit and might result in a reduction of reserves.

Proven and probable reserves are based on extensive drilling, sampling, mine modeling and metallurgical testing from which we determined economic feasibility. The price sensitivity of reserves depends upon several factors including grade, metallurgical recovery, operating cost, waste-to-ore ratio and ore type. Metallurgical recovery rates vary depending on the metallurgical properties of each deposit and the production process used.

Proven and probable reserves disclosed at December 31, 2022 and 2021 have been prepared in accordance with the Regulation S-K 1300 requirements of the SEC.

The following tables summarize the estimated proven and probable gold and silver reserves attributable to our ownership or economic interest as of December 31, 2022:


	Gold Reserves at December 31, 2022
	Proven			Probable			Proven and Probable
	Tonnes	Gold	Gold	Tonnes	Gold	Gold	Tonnes	Gold	Gold
	(kt)	(g/t)	(koz)	(kt)	(g/t)	(koz)	(kt)	(g/t)	(koz)
Gold Bar mine ^(1)^	-	-	-	5,943	1.07	204	5,943	1.07	204
San José mine ^(2)^	251	5.95	48	209	6.88	46	461	6.37	94


	Silver Reserves at December 31, 2022
	Proven			Probable			Proven and Probable
	Tonnes	Silver	Silver	Tonnes	Silver	Silver	Tonnes	Silver	Silver
	(kt)	(g/t)	(Moz)	(kt)	(g/t)	(Moz)	(kt)	(g/t)	(Moz)
San José mine ^(2)^	251	337	2.7	209	346	2.3	461	341	5.1
(1)	The reserve estimate for the Gold Bar mine as at December 31, 2022 is based on November 30, 2022 topography prepared by Joseph McNaughton, P.E., Senior Mining Engineers, Partner, Independent Mining Consultants.
---	---
(2)	The reserve estimate for the San José mine as at December 31, 2022, presented on a 49% basis, was prepared by Hochschild and audited by P&E Mining Consultants Inc. (“P&E”).
---	---

The following tables summarize the estimated proven and probable gold and silver reserves attributable to our ownership or economic interest as of December 31, 2021:


	Gold Reserves at December 31, 2021
	Proven			Probable			Proven and Probable
	Tonnes	Gold	Gold	Tonnes	Gold	Gold	Tonnes	Gold	Gold
	(kt)	(g/t)	(koz)	(kt)	(g/t)	(koz)	(kt)	(g/t)	(koz)
Gold Bar mine	-	-	-	14,053	0.82	370	14,053	0.82	370
San José mine	381	5.69	70	351	5.68	64	733	5.69	134


	Silver Reserves at December 31, 2021
	Proven			Probable			Proven and Probable
	Tonnes	Silver	Silver	Tonnes	Silver	Silver	Tonnes	Silver	Silver
	(kt)	(g/t)	(Moz)	(kt)	(g/t)	(Moz)	(kt)	(g/t)	(Moz)
San José mine	381	368	4.5	351	314	3.5	733	342	8.1
(1)	The reserve estimate for the Gold Bar mine as at December 31, 2021 was prepared by Joseph McNaughton, P.E., Senior Mining Engineers, Partner, Independent Mining Consultants.
---	---
(2)	The reserve estimate for the San José mine as at December 31, 2021, presented on a 49% basis, was prepared by Hochschild and audited by P&E.
---	---

Table of Contents Notes to the 2022 Mineral Reserve tables

Gold Bar mine

Mineral reserves equal the total ore planned for processing from the mine plan based on a $1,650/oz gold price. Mineral reserves are based on the following economic input parameters: $4.97/ average ore tonne mining cost, $3.35/ average waste tonne mining cost, $5.41/ore tonne crushed process cost, $4.13/ average ore tonne run-of-mine (“ROM”) process cost, $3.06/ average ore tonne general and administrative (“G&A”) cost, $0.475/oz gold refining charge, $1.538/oz transport & sales cost, 99.95% payable gold, and a 1% royalty at GBS only.

The stated mineral reserves are based on a variable cut-off grade (“COG”) based on rock type, mining area, carbon content, clay content and process response. The grades reported from Pick and Ridge include a mining dilution based on the surrounding block grades. Mineral reserves are contained within an engineered pit design between the $1,250/oz and $1,400/oz gold sales price Lerchs-Grossman pit shells, based on end of November 2022 topography.

The metal price used ($1,650) for mineral reserves reflects a conservative combination of a recent trailing average sourced from Kitco’s Historic Price data and a consensus forecast via Bloomberg. Recoveries are variable and as follows: 78% crushed oxide recovery at Pick and Ridge, 72% ROM oxide recovery at Pick and Ridge, 61% ROM oxide recovery at Gold Bar South, and 0% ROM mid-carbon recovery. COGs are variable and based on the presence or not of clay content, carbon content and recoveries and range from 0.0065 o/t to 0.0121 o/t. The reference point for the mineral reserves is at the primary crusher.

The following changes have impacted mineral reserves during 2022: Mining depletion at Pick and Gold Bar South; operating costs increase largely driven by an increase in mining costs; revised interpretation of the mineralization and geological model, project costs were re-estimated based on current mining activity and new contractor quotes; an update to the mining schedule based on the costs.

San José mine

Mineral reserves are reported at McEwen’s 49% attributable interest. Hochschild hold a 51% interest in San José.

COG is reported in silver equivalent grams per tonne, calculated using a ratio of 75:1 Ag:Au. For mineral reserves, the silver equivalent COG is: cut & fill 311 g/t silver equivalent, long hole 250 g/t silver equivalent.

Mineral reserves as presented are in place and include average internal dilution of 6%, average mining and geotechnical dilution of 51%, and mine extraction of 29%, but do not include allowances for mill or smelter recoveries. For the 2022 mineral reserves estimate, inaccessible mineral resources that contained insufficient tonnages to permit the development of local infrastructure, mineral resources in mined out/isolated areas, mineral resources located in sill and rib pillars and operationally lost mineral resources were not included in the mineral reserves estimate.

The December 31, 2022 mineral reserves estimate was based on a gold price of $1,650/oz and a silver price of $22/oz. P&E determined that these metal prices are suitable to be utilized for mineral reserve estimation since they are based on recognized consensus forecast metal prices.

Ongoing definition, delineation and mine exploration drilling will lead to better definition of existing resources or extensions of known veins that will be reflected on the year-on-year comparison of both mineral reserves. Mine depletion, commodity price changes and equivalents leading to cut-off grade changes will also have an effect on the comparative data.

Measured, Indicated, and Inferred Mineral Resources

We had attributable estimated measured and indicated mineral resources of 3.3 million ounces of gold, 58.9 million ounces of silver, and 3.1 million tonnes (or 6.9 billion pounds) of copper at December 31, 2022. We had attributable estimated inferred mineral resources of 3.3 million ounces of gold, 105.6 million ounces of silver, and 5.9 million tonnes (or 13.1 billion pounds) of copper at December 31, 2022.

Table of Contents The measured, indicated, and inferred resource figures presented herein are estimates based on information available at the time of calculation and are exclusive of reserves. A “mineral resource” is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade, or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. The reference point for mineral resources is in situ. Mineral resources are sub-divided, in order of increasing geological confidence, into inferred, indicated and measured categories. Ounces of gold and silver or pounds of copper and molybdenum included in the measured, indicated and inferred resources are those contained prior to losses during metallurgical treatment. The terms "measured resource," "indicated resource," and "inferred resource" mean that part of a mineral resource for which quantity and grade or quality are estimated on the basis of geological evidence and sampling that is considered to be comprehensive, adequate, or limited, respectively.

We publish measured, indicated and inferred resources annually, considering metal prices, changes, if any, to future production and capital costs, divestments and depletion as well as any acquisitions and additions. Measured, indicated, and inferred resources disclosed at December 31, 2022 have been prepared in accordance with the new Regulation S-K 1300 requirements of the SEC.

The following tables summarize measured, indicated and inferred resources, exclusive of reserves attributable to our ownership or economic interest as of December 31, 2022:

Canada

Mineral resources, exclusive of reserves, as at December 31, 2022:


Gold	Measured			Indicated			Measured & Indicated			Inferred
	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	COG Au gt	Met Rec %
Froome mine	744	4.14	99	270	4.10	36	1,014	4.13	135	218	3.26	23	2.35	87
Grey Fox	-	-	-	7,566	4.80	1,168	7,566	4.80	1,168	1,685	4.35	236	2.30	85
Stock West	-	-	-	1,280	3.67	151	1,280	3.67	151	1,041	3.20	107	1.95	94
Fuller	-	-	-	1,149	4.25	157	1,149	4.25	157	693	3.41	76	2.30	88
Stock East	-	-	-	1,232	2.41	95	1,232	2.40	95	21	2.32	2	1.67	94
Others	504	6.42	104	1,221	2.19	86	1,725	3.43	190	254	5.02	41
Total	1,248	5.06	203	12,718	4.14	1,693	13,966	4.22	1,896	3,912	3.86	485

Mineral resources, exclusive of reserves, as at December 31, 2021:


Gold	Measured			Indicated			Measured & Indicated			Inferred
	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	COG Au gt	Met Rec %
Froome mine	790	4.47	113	641	3.92	81	1,432	4.22	194	276	3.32	29	2.35	87
Grey Fox	-	-	-	7,566	4.80	1,168	7,566	4.80	1,168	1,685	4.35	236	2.30	85
Stock West	-	-	-	1,171	3.83	144	1,171	3.82	144	1,049	3.30	111	1.95	94
Fuller	-	-	-	1,149	4.25	157	1,149	4.25	157	693	3.41	76	2.30	88
Stock East	-	-	-	1,232	2.41	95	1,232	2.40	95	21	2.32	2	1.67	94
Others	484	6.30	98	1,227	2.18	86	1,711	3.34	184	309	5.13	51
Total	1,274	5.15	211	12,986	4.15	1,731	14,261	4.24	1,942	4,033	3.89	505

Table of Contents United States

Mineral resources, exclusive of reserves, as at December 31, 2022:


Gold	Measured			Indicated			Measured & Indicated			Inferred
	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	COG Au g/t	Met Rec %
Gold Bar mine	-	-	-	3,339	0.78	83.9	3,339	0.78	83.9	1,391	1.41	63	0.0065 - 0.0121	var ^(1)^
Total	-	-	-	3,339	0.78	83.9	3,339	0.78	83.9	1,391	1.41	63
(1)	78% crushed oxide recovery at Pick & Ridge, 50% mid-carbon recovery at Pick & Ridge, 72% ROM oxide recovery at Pick & Ridge, 61% ROM oxide recovery at GBS, 0% ROM mid-carbon recovery.
---	---

Mineral resources, exclusive of reserves, as at December 31, 2021:


Gold	Measured			Indicated			Measured & Indicated			Inferred
	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	COG Au g/t	Met Rec %
Gold Bar mine	-	-	-	1,342	1.92	82.4	1,342	1.92	82.4	1,774	0.79	44.4	0.0065 - 0.0121	var ^(1)^
Total	-	-	-	1,342	1.92	82.4	1,342	1.92	82.4	1,774	0.79	44.4
(1)	78% crushed oxide recovery at Pick & Ridge, 50% mid-carbon recovery at Pick & Ridge, 72% ROM oxide recovery at Pick & Ridge, 61% ROM oxide recovery at GBS, 0% ROM mid-carbon recovery.
---	---

Mexico

Mineral resources, exclusive of reserves, as at December 31, 2022:


Gold	Measured			Indicated			Measured & Indicated			Inferred
	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	COG	Met Rec %
Fenix Project	9,800	0.46	145	4,700	0.23	34	14,500	0.39	182	200	0.31	2	var ^(1)^	var ^(2)^
Total	9,800	0.46	145	4,700	0.23	34	14,500	0.39	182	200	0.31	2


Silver	Tonnes (000s)	Au Grade (g/t)	Contained Ag (Moz)	Tonnes (000s)	Au Grade (g/t)	Contained Ag (Moz)	Tonnes (000s)	Au Grade (g/t)	Contained Ag (Moz)	Tonnes (000s)	Au Grade (g/t)	Contained Ag (Moz)	COG	Met Rec %
Fenix Project	9,800	17	5.2	4,700	95	14.3	14,500	42	19.5	200	40	0.3	var ^(1)^	var ^(2)^
Total	9,800	17	5.2	4,700	95	14.3	14,500	42	19.5	200	40	0.3
(1)	The El Gallo mine HLM has no COG as the entire heap is processed with zero selectivity. El Gallo Silver’s COG is 58 g/t Ag.
---	---
(2)	The El Gallo mine’s HLM recoveries are 85% Au and 60% Ag. El Gallo Silver’s recoveries are 86% Au and 75% Ag.
---	---

Mineral resources, exclusive of reserves, as at December 31, 2021:


Gold	Measured			Indicated			Measured & Indicated			Inferred
	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	COG	Met Rec %
Fenix Project	9,800	0.46	146	4,700	0.23	35	14,500	0.39	182	200	0.31	2	var ^(1)^	var ^(2)^
Total	9,800	0.46	146	4,700	0.23	35	14,500	0.39	182	200	0.31	2


Silver	Tonnes (000s)	Ag Grade (g/t)	Contained Ag (Moz)	Tonnes (000s)	Ag Grade (g/t)	Contained Ag (Moz)	Tonnes (000s)	Ag Grade (g/t)	Contained Ag (Moz)	Tonnes (000s)	Ag Grade (g/t)	Contained Ag (Moz)	COG	Met Rec %
Fenix Project	9,800	17	5.2	4,700	95	14.3	14,500	42	19.5	200	40	0.3	var ^(1)^	var ^(2)^
Total	9,800	17	5.2	4,700	95	14.3	14,500	42	19.5	200	40	0.3
(1)	The El Gallo mine HLM has no COG as the entire heap is processed with zero selectivity. El Gallo Silver’s COG is 58 g/t Ag.
---	---
(2)	The El Gallo mine’s HLM recoveries are 85% Au and 60% Ag. El Gallo Silver’s recoveries are 86% Au and 75% Ag.
---	---

Table of Contents MSC

Mineral resources, exclusive of reserves, as at December 31, 2022:


Gold	Measured			Indicated			Measured & Indicated			Inferred
	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	COG	Met Rec %
San José (49% attrib.)	110	4.52	16	100	2.82	9	210	3.70	25	1,010	5.99	194	293gpt AgEq	90
Total	110	4.52	16	100	2.82	9	210	3.70	25	1,010	5.99	194


Silver	Tonnes (000s)	Ag Grade (g/t)	Contained Ag (Moz)	Tonnes (000s)	Ag Grade (g/t)	Contained Ag (Moz)	Tonnes (000s)	Ag Grade (g/t)	Contained Ag (Moz)	Tonnes (000s)	Ag Grade (g/t)	Contained Ag (Moz)	COG	Met Rec %
San José (49% attrib.)	110	259	0.9	100	168	0.5	210	216	1.5	1,010	404	13.1	293gpt AgEq	90
Total	110	259	0.9	100	168	0.5	210	216	1.5	1,010	404	13.1

Mineral resources, exclusive of reserves, as at December 31, 2021:


Gold	Measured			Indicated			Measured & Indicated			Inferred
	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	COG	Met Rec %
San José (49% attrib.)	56	5.09	9.2	49	2.41	3.8	106	3.84	13.2	901	5.22	151.1	240g/t AgEq	90
Total	56	5.09	9.2	49	2.41	3.8	106	3.84	13.2	901	5.22	151.1


Silver	Tonnes (000s)	Ag Grade (g/t)	Contained Ag (Moz)	Tonnes (000s)	Ag Grade (g/t)	Contained Ag (Moz)	Tonnes (000s)	Ag Grade (g/t)	Contained Ag (Moz)	Tonnes (000s)	Ag Grade (g/t)	Contained Ag (Moz)	COG	Met Rec %
San José (49% attrib.)	56	310	0.6	49	204	0.3	106	260	0.9	901	332	9.6	240g/t AgEq	90
Total	56	310	0.6	49	204	0.3	106	260	0.9	901	332	9.6

McEwen Copper

Mineral resources, exclusive of reserves, as at December 31, 2022:


Gold	Measured			Indicated			Measured & Indicated			Inferred
	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	COG	Met Rec %
Los Azules (68.1% attrib.)	-	-	-	655,122	0.06	1,158	655,122	0.06	1,158	1,815,546	0.04	2,588	0.2%Cu	90
Total	-	-	-	655,122	0.06	1,158	655,122	0.06	1,158	1,815,546	0.04	2,588


Silver	Tonnes (000s)	Ag Grade (g/t)	Contained Ag (Moz)	Tonnes (000s)	Ag Grade (g/t)	Contained Ag (Moz)	Tonnes (000s)	Ag Grade (g/t)	Contained Ag (Moz)	Tonnes (000s)	Ag Grade (g/t)	Contained Ag (Moz)	COG	Met Rec %
Los Azules (68.1% attrib.)	-	-	-	655,122	2	37.9	655,122	2	37.9	1,815,546	2	92.2	0.2%Cu	90
Total	-	-	-	655,122	2	37.9	655,122	2	37.9	1,815,546	2	92.2


Copper	Tonnes (000s)	Cu Grade (%)	Contained Cu (Blbs)	Tonnes (000s)	Cu Grade (%)	Contained Cu (Blbs)	Tonnes (000s)	Cu Grade (%)	Contained Cu (Blbs)	Tonnes (000s)	Cu Grade (%)	Contained Cu (Blbs)	COG	Met Rec %
Los Azules (68.1% attrib.)	-	-	-	655,122	0.48	6.9	655,122	0.48	6.9	1,815,546	0.33	13.1	0.2% Cu	90
Total	-	-	-	655,122	0.48	6.9	655,122	0.48	6.9	1,815,546	0.33	13.1


Molybdenum	Tonnes (000s)	Mo Grade (%)	Contained Mo (Mlbs)	Tonnes (000s)	Mo Grade (%)	Contained Mo (Mlbs)	Tonnes (000s)	Mo Grade (%)	Contained Mo (Mlbs)	Tonnes (000s)	Mo Grade (%)	Contained Mo (Mlbs)	COG	Met Rec %
Los Azules (68.1% attrib.)	-	-	-	655,122	0.003	39	655,122	0.003	39	1,815,546	0.003	132.1	0.2%Cu	90
Total	-	-	-	655,122	0.003	39	655,122	0.003	39	1,815,546	0.003	132.1

Table of Contents Mineral resources, exclusive of reserves, as at December 31, 2021:


Gold	Measured			Indicated			Measured & Indicated			Inferred
	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	Tonnes (000s)	Au Grade (g/t)	Contained Au (000s oz)	COG	Met Rec %
Los Azules (82% attrib.)	-	-	-	788,800	0.06	1,394	788,800	0.06	1,394	2,186,000	0.04	3,116	0.2%Cu	90
Total	-	-	-	788,800	0.06	1,394	788,800	0.06	1,394	2,186,000	0.04	3,116


Silver	Tonnes (000s)	Ag Grade (g/t)	Contained Ag (Moz)	Tonnes (000s)	Ag Grade (g/t)	Contained Ag (Moz)	Tonnes (000s)	Ag Grade (g/t)	Contained Ag (Moz)	Tonnes (000s)	Ag Grade (g/t)	Contained Ag (Moz)	COG	Met Rec %
Los Azules (82% attrib.)	-	-	-	788,840	1.8	45.7	788,800	1.8	45.7	2,186,000	1.6	111	0.2%Cu	90
Total	-	-	-	788,840	1.8	45.7	788,800	1.8	45.7	2,186,000	1.6	111


Copper	Tonnes (000s)	Cu Grade (%)	Contained Cu (Blbs)	Tonnes (000s)	Cu Grade (%)	Contained Cu (Blbs)	Tonnes (000s)	Cu Grade (%)	Contained Cu (Blbs)	Tonnes (000s)	Cu Grade (%)	Contained Cu (Blbs)	COG	Met Rec %
Los Azules (82% attrib.)	-	-	-	788,800	0.48	8.4	788,800	0.48	8.4	2,186,000	0.33	15.8	0.22% Cu	90
Total	-	-	-	788,800	0.48	8.4	788,800	0.48	8.4	2,186,000	0.33	15.8


Molybdenum	Tonnes (000s)	Mo Grade (%)	Contained Mo (Mlbs)	Tonnes (000s)	Mo Grade (%)	Contained Mo (Mlbs)	Tonnes (000s)	Mo Grade (%)	Contained Mo (Mlbs)	Tonnes (000s)	Mo Grade (%)	Contained Mo (Mlbs)	COG	Met Rec %
Los Azules (82% attrib.)	-	-	-	788,800	0.003	47	788,800	0.003	47	2,186,000	0.003	159.1	0.2%Cu	90
Total	-	-	-	788,800	0.003	47	788,800	0.003	47	2,186,000	0.003	159.1

The following table is a variance of the mineral resources from December 31, 2021 and December 31, 2022:


Property	Measured			Indicated			Measured & Indicated			Inferred
	Mass %	Grade %	Metal %	Mass %	Grade %	Metal %	Mass %	Grade %	Metal %	Mass %	Grade %	Metal %
Froome	-5.8	-7.4	-12.4	-57.9	4.6	-55.6	-29.2	-2.1	-30.4	-21	-1.8	-20.7
Grey Fox	-	-	-	-	-	-	-	-	-	-	-	-
Stock West	-	-	-	9.3	-4.2	4.9	9.3	-4.2	4.9	-0.8	-3	-3.6
Stock East	-	-	-	-	-	-	-	-	-	-	-	-
Fuller	-	-	-	-	-	-	-	-	-	-	-	-
Gold Bar mine	-	-	-	148.9	-59.4	1.8	148.9	-59.4	1.8	-21.6	78.8	41.9
Los Azules	-	-	-	-16.9	-	-16.9	-16.9	-	-16.9	-16.9	-	-16.9
Fenix Project	-	-	-	-	-	-	-	-	-	-	-	-

Notes to the 2022 Mineral Resource tables

Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that any part of the mineral resources estimated will be converted into a mineral reserves estimate. The numbers in the tables have been rounded to reflect the accuracy of the estimates and may not sum due to rounding. The inferred mineral resource in these estimates has a lower level of confidence than that applied to an indicated mineral resource and must not be converted to a mineral reserve. It is reasonably expected that the majority of the inferred mineral resource could be upgraded to an indicated mineral resource with continued exploration.

Underground mineral resources include the ‘must take’ minor material below cut-off grade within the potentially mineable shape optimizer stopes that are generated by above-cut-off grade blocks.

Canada – Fox Complex

Mineral resources for the Froome mine are reported above an economic cut-off grade of 2.35 g/t gold assuming underground extraction methods and based on a mining cost of C$80/t, process cost of C$24.34/t, G&A cost of C$10.50/t, haulage cost of C$4.70/t, refining cost of C$1.82/oz, metallurgical recovery of 87%, royalty buyout of C$1.21/t, dilution of 15%, and realized gold price of $1,632/oz (after considering the impact of our gold stream with Sandstorm Gold Ltd.).

Mineral resources for Grey Fox are reported above an economic cut-off grade of 2.30 g/t gold assuming underground extraction methods and based on a mining cost of C$80/t, process cost of C$24.34/t, G&A cost of C$10.50/t, haulage cost of C$5.64/t, refining cost of C$1.82/oz, metallurgical recovery of 85%, royalty NSR of 2.65%, dilution of 15%, and gold price of $1,725/oz. 11

Table of Contents Mineral resources for Stock West are reported above an economic cut-off grade of 1.95 g/t gold assuming underground extraction methods and based on a mining cost of C$80/t, process cost of C$24.34/t, G&A cost of C$10.50/t, refining cost of C$1.82/oz, metallurgical recovery of 94%, dilution of 15%, and gold price of $1,725/oz.

Mineral Resources for Fuller are reported above an economic cut-off grade of 2.30 g/t gold assuming underground extraction methods and based on a mining cost of C$90/t, process cost of C$24.55/t, G&A cost of C$10.50/t, haulage cost of C$6.64/t, metallurgical recovery of 88%, 10% Net Profits Interest (NPI) royalty, dilution of 10% and gold price of $1,725/oz.

Mineral resources for Stock East are reported above an economic cut-off grade of 1.67 g/t gold assuming underground extraction methods and based on a mining cost of $60.61/t, process cost of $18.60/t, G&A cost of $7.95/t, metallurgical recovery of 94%, and gold price of $1,725/oz.

The gold price used in estimating mineral resources of $1,725 was based on long-term consensus pricing forecasts published in late 2022. Resources are stated as in-situ. In addition, underground constraining shapes were used to better define reasonable prospects for eventual economic extraction. The Froome mine and Stock West used improvements to modeling and estimation methodology and updates based on drilling results. The Froome mine also included changes due to mining depletion.

United States - Gold Bar mine

Mineral resources are based on the following economic input parameters: $3.19/ore ton mining cost, $1.99/waste ton mining cost, $4.91/ore ton crushed process cost, $3.77/ore ton ROM process cost, $3.16/ore ton G&A cost, $0.475/oz gold refining charge, $1.538/oz transport & sales cost, 99.95% payable gold, and a 1% royalty (Gold Bar South only). Mineral resources stated are contained within a $1,725/oz gold sales price Lerchs-Grossmann pits based on end of November 2022 topography.

The gold price used in estimating mineral resources of $1,725 was based on long-term consensus pricing forecasts published in late 2022. Resources are reported as in-situ. Recoveries are variable and as follows: 78% crushed oxide recovery at Pick and Ridge, 50% mid-carbon recovery at Pick and Ridge, 72% ROM oxide recovery at Pick and Ridge, 61% ROM oxide recovery at Gold Bar South, 0% ROM mid-carbon recovery. Cut-off grades are variable and based on the presence or not of clay content, carbon content and recoveries.

Changes in mineral resources are due to mining depletion during 2022. The following changes have impacted the project mineral resources: Mining depletion at Pick and Gold Bar South; operating costs increase largely driven by an increase in mining costs; project costs were re-estimated based on current mining activity and new contractor quotes; an update to the mining schedule based on the costs.

Mexico – Fenix Project

Gold and silver mineral resources were calculated using metal prices of $1,300/oz and $16/oz, respectively. These prices were based off the 3-year trailing average of the London Closing Fix for 2017-2019 ($1,306 and $16.32) sourced from Kitco’s Historical Data charts.

Mineral resources are stated as in situ for El Gallo Silver, and as crushed and stacked, ready for hauling and processing for the El Gallo mine HLM.

El Gallo Silver: Milling recovery assumptions of 86% (sulfide) and 75% (oxide) for silver and 86% gold. Mining costs of $1.95/t, processing and G&A costs of $26.15/t milled were used. Mineral resources are stated within an optimized pit shell indicating reasonable prospects for eventual economic extraction.

HLM: Because of the unconsolidated nature of the heap leach material, the mine schedule plans to mine the entire heap without the benefit of selectivity. Sub-cut-off leach pad material will inherently have potential acid generating sulfide liabilities if placed in our waste dumps and so it will be prudent to process the entire leach pad and place tailings in a previously mined pit at an overall environmental and economic benefit. Metallurgical recovery assumptions for the HLM are 85% gold and 60% silver.

Table of Contents

The differences in annual mineral resources at the El Gallo mine are attributed to the heap leach operation. Residual leaching continued through 2022. There was a minor amount of metal recovered of 844 ounces of gold and 616 ounces of silver at the operation in 2022.

MSC - San José mine

Mineral resources are reported at McEwen’s 49% attributable interest. Hochschild has a 51% interest in San José. Mineral resources are in situ.

Cut-off grades are reported in silver equivalent grams per tonne, calculated using a ratio of 75:1 Ag:Au. For mineral resources, the silver equivalent cut-off grades are: 293 g/t silver equivalent.

The December 31, 2022 mineral resource estimate was based on a gold price of $1,800/oz and a silver price of $24/oz. P&E determined that these metal prices are suitable to be utilized for mineral resource estimation since they are based on recognized consensus forecast prices.

Ongoing definition, delineation and mine exploration drilling will lead to better definition of existing resources or extensions of known veins that will be reflected on the year-on-year comparison of both mineral resources. Mine depletion, commodity price changes and equivalents leading to cut-off grade changes will also have an effect on the comparative data.

McEwen Copper - Los Azules

The mineral resources estimate for Los Azules is reported inside of a pit shell. The parameters assumed are a copper price of $2.75/lb, operating costs of $1.70/t mining, $5.00/t for processing and $1.00/t for G&A, and copper metallurgical recovery of 90%. The mineral resources estimate is reported with a cut-off grade of 0.20% Cu.

Mineral resources are in-situ and are reported at McEwen’s 68.1% attributable interest.

Competitive Business Conditions

We compete with many companies in the mining and mineral exploration and production industry, including large, established mining companies with substantial capabilities, personnel, and financial resources. There is a limited supply of desirable mineral lands available for claim-staking, lease, or acquisition in the United States, Canada, Mexico, Argentina, and other areas where we may conduct our mining or exploration activities. We may be at a competitive disadvantage in acquiring mineral properties, since we compete with these individuals and companies, many of which have significantly greater financial resources and larger technical staffs than we do. From time to time, specific properties or areas that would otherwise be attractive to us for exploration or acquisition may be unavailable due to their previous acquisition by other companies or our lack of financial resources.

Competition in the industry is not limited to the acquisition of mineral properties, but also extends to the technical expertise to find, advance, and operate such properties; the labor to operate the properties; and the capital for the purpose of funding such exploration and development. Many competitors not only explore for and mine precious and base metals but conduct refining and marketing operations on a world-wide basis. Such competition may result in our company not only being unable to acquire desired properties, but to recruit or retain qualified employees or to acquire the capital necessary to fund our operation and advance our properties. Our inability to compete with other companies for these resources would have a material adverse effect on our results of operation, financial condition and cash flows.

General Government Regulations

In the United States, Canada, Mexico and Argentina, we are subject to various governmental laws and regulations, including environmental regulations. Other than operating licenses for our mining and processing facilities and concessions 13

Table of Contents granted under contracts with the host government, there are no third-party patents, licenses or franchises material to our business. The applicable laws and regulations applicable to us include but are not limited to:

●	mineral concession rights.
●	surface rights.
---	---
●	water rights.
---	---
●	mining royalties.
---	---
●	environmental laws.
---	---
●	mining permits.
---	---
●	mining and income taxes.
---	---
●	health and safety laws and regulations.
---	---
●	labor laws and regulations.
---	---
●	export regulations.
---	---

We believe that all of our properties are operated in compliance with all applicable governmental laws and regulations.

Reclamation Obligations

Under applicable laws in the jurisdictions where our properties are located, we are required to reclaim disturbances caused by our mining activities. Accordingly, we have recorded estimates in our financial statements for our reclamation obligations, in accordance with United States Generally Accepted Accounting Principles (“US GAAP” or “GAAP”) the most significant of which are related to our properties in the U.S., Canada and Mexico.

Estimated future reclamation costs are based primarily on legal and regulatory requirements. At December 31, 2022, we accrued $41.8 million for reclamation costs relating to currently developed and producing properties. These amounts are included in Asset Retirement Obligation on the Consolidated Balance Sheets.

U.S. Environmental Laws

We are subject to extensive environmental regulation under the laws of the U.S. and the state of Nevada, where our U.S. operations are conducted. For example, certain mining wastes resulting from the extraction and processing of ores would be considered hazardous waste under the Resource Conservation and Recovery Act (“RCRA”) and state law equivalents, but we are currently exempt from the extensive set of Environmental Protection Agency (“EPA”) regulations governing hazardous waste. If our mine wastes were treated as hazardous waste under RCRA or such wastes resulted in operations being designated as “Superfund” sites under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) or state law equivalents for cleanup, significant expenditures could be required for the construction of additional waste disposal facilities, for other remediation expenditures, or for natural resource damages. Under CERCLA, any present or past owners or operators of a Superfund site generally may be held liable and may be forced to undertake remedial cleanup action or to pay for the government’s cleanup efforts. Such owners or operators may also be liable to governmental entities for the cost of damages to natural resources, which may be substantial. Additional regulations or requirements may also be imposed upon our operations, tailings, and waste disposal areas, as well as upon mine closure under federal and state environmental laws and regulations, including, without limitation, CERCLA, the Clean Water Act, Clean Air Act, the Endangered Species Act and state law equivalents. See Note 12 to our consolidation financial statements, Reclamation and Remediation Liabilities, for information on reclamation obligations under governmental environmental laws.

We have reviewed and considered current federal legislation relating to climate change and do not believe it to have a material effect on our operations. Future changes in U.S. federal or state laws or regulations could have a material adverse effect upon us and our results of operations. 14

Table of Contents Foreign Government Regulations

Canada, where the Fox Complex is located, and Mexico, where the El Gallo mine and Fenix Project are located, have both adopted laws and guidelines for environmental permitting that are similar to those in effect in the U.S. The permitting process requires a thorough study to determine the baseline condition of the mining site and surrounding area, an environmental impact analysis, and proposed mitigation measures to minimize and offset the environmental impact of exploration and mining operation activities. We have received all permits required to operate our current activities in Canada and Mexico and have received all permits necessary for the exploration activities being conducted at our non-U.S. properties.

Customers

Production from the Gold Bar mine, the Froome mine, and the El Gallo mine is sold as refined metal on the spot market or doré under the terms set out in doré purchase agreements.

We have doré purchase agreements with Canadian financial institutions, Asahi Refining (“Asahi”), and with metals trading companies. Under the terms of our doré purchase agreements, we have the option to sell approximately 90% of the gold and silver contained in doré bars produced at the Gold Bar, Froome and El Gallo mines prior to the completion of refining. On July 27, 2022, we entered into a precious metals purchase agreement with Auramet International LLC (“Auramet”). Under this agreement, we have the option to sell the gold on a Spot Basis, on a Forward Basis and on a Supplier Advance basis. During the year ended December 31, 2022, in respect of our 100% owned mines, 52% of our sales were made to Asahi, and 46% of our sales were made to Auramet.

During the year ended December 31, 2022, 92% of the total sales from the San José mine were made to three companies: Aurubis AG, a German company, accounted for 15% of the total sales; LS Nikko Copper, a Korean company, accounted for 35% of the total sales and Argor-Heraeus, a Swiss company, accounted for 42% of the total sales. MSC has sales agreements with each of these purchasers. The remaining 8% of San José’s sales are made to a number of customers under smaller contract quantities.

In the event that our customer relationships or MSC’s customer relationships were interrupted for any reason, we believe that we or MSC could locate other purchasers for our products. However, any interruption may temporarily disrupt the sale of our products and may affect our operating results.

Human Capital Resources

As of December 31, 2022, we had 520 employees, including 75 in the United States, 25 in Toronto, Ontario, Canada, 193 in Timmins, Ontario, Canada, 84 in Mexico, and 143 in Argentina. All our employees based in Toronto work in an executive, technical or administrative position, while our employees in the United States, Timmins, Mexico, and Argentina include management, laborers, craftsmen, miners, geologists, environmental specialists, information technologists, and various other support roles. As of December 31, 2022, MSC had 1,348 employees in Argentina. We also frequently engage independent contractors in connection with certain administrative matters and the exploration of our properties, such as drillers, geophysicists, geologists, and other specialty technical disciplines. For Canada and United States, we also engage independent contractors for technical and professional expertise as well as extractive and exploration activities such as drilling, geophysics, hauling and crushing. Of our employees in Mexico, 35 are covered by union labor contracts and we believe we have good relations with them.

As part of our fundamental need to attract and retain talent, we regularly evaluate our compensation, benefits and employee wellness offerings. We have determined that our compensation arrangements are competitive in the industry. Over 93% of our U.S. employees are enrolled in our medical benefit plan, over 90% of U.S. employees contribute to our 401(k) plan and 94% of employees in Canada contribute to our Deferred Profit Share Plan. Supplemental healthcare is provided above government requirements in both Canada and Mexico.

Table of Contents Risk Factor Summary

Our business and operations are subject to a number of risks and uncertainties which you should be aware of prior to making a decision to invest in our common stock. Listed below is a summary of these risks, which are described more fully immediately following in the section titled “Item 1A. RISK FACTORS.”

Risks Related to Our Financial Condition, Results of Operation and Cash Flows

●	Our results of operations, cash flows and the value of our properties are highly dependent on the market prices of gold, silver, and copper and these prices can be volatile, which may cause volatility in the price of our common stock.
●	We have incurred substantial losses in recent years and may never be profitable.
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●	Our current operations require substantial capital investment from outside sources, and we may be unable to raise additional funding on favorable terms to develop additional mining operations.
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●	Our ongoing reliance on equity funding will result in continued dilution to our existing shareholders.
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●	Our indebtedness adversely affects our cash flow and may adversely affect our ability to operate our business.
---	---
●	Any failure to meet our debt obligations could harm our business and financial condition and may require us to sell assets or take other steps to satisfy the debt.
---	---
●	Restrictive debt covenants contained in our debt agreement could limit our growth and our ability to finance our operations, fund our capital needs, respond to changing conditions, and engage in other business activities that may be in our best interests.
---	---
●	Increased operating and capital costs could adversely affect our results of operations.
---	---
●	If we do not hedge our exposure to reductions in gold and silver prices, we may be subject to significant reductions in the price we receive for our products.
---	---
●	Estimates relating to new development projects and mine plans of existing operations are uncertain and we may incur higher costs and lower economic returns than estimated.
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●	We are subject to foreign currency risks which may increase our costs and affect our results of operation.
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●	Our continuing reclamation obligations at Tonkin, Gold Bar, Fox Complex, El Gallo, and other properties could require significant additional expenditures.
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●	There is no guarantee that we will declare distributions to shareholders.
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Risks Relating to our Operations as a Mining Company

●	Our estimates of proven and probable mineral reserves and resources are based on interpretation and assumptions and may yield less mineral production than is currently estimated or may result in additional impairment charges to our operations.
●	We may be unable to replace gold and silver reserves as they become depleted.
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●	Our acquisitions may not achieve their intended results.
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●	We own our 49% interest in the San José mine under the terms of an option and joint venture agreement and are therefore unable to control all aspects of the exploration and development of, and production from, this property.
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●	The development of the Los Azules project presents challenges that may negatively affect, if not completely negate, the feasibility for development of the property.
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●	We may acquire additional exploration-stage properties on which reserves may never be discovered.
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●	The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses that could adversely and materially affect our operations.
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●	Our operations are subject to permitting requirements which could require us to delay, suspend or terminate our operations on our mining properties.
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●	Our operations in Argentina, Mexico and Canada subject us to political and social risks.
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●	Our operations face substantial regulation of health and safety.
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●	Reform of the General Mining Law in the United States could adversely affect our results of operations.
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●	Title to mineral properties can be uncertain, and we may be at risk of loss of ownership of one or more of our properties.
●	We cannot ensure that we will have an adequate supply of water to complete desired exploration or development of our mining properties.
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●	Our ongoing operations and past mining activities are subject to environmental risks, which could expose us to significant liability and delay, suspension or termination of our operations.
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●	Our industry is highly competitive, attractive mineral lands are scarce, and we may not be able to obtain quality properties.
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●	We rely on contractors to conduct a significant portion of our operations and construction projects.
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●	If our employees or contractors engage in a strike, work stoppage or other slowdown, we could experience business disruptions and/or increased costs.
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●	Our business is sensitive to nature and climate conditions.
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●	Mining companies are increasingly required to consider and provide benefits to the communities and countries in which they operate in order to maintain operations.
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Risks Related to Our Common Stock

●	A small number of existing shareholders own a significant portion of McEwen Mining common stock, which could limit your ability to influence the outcome of any shareholder vote.
●	Our stock price may be volatile, and as a result you could lose all or part of your investment.
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●	Failure of the Company to maintain compliance with the NYSE listing requirements could result in delisting of our common stock, which in turn could adversely affect our future financial condition and the market for our common stock.
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●	The future issuances of our common stock will dilute current shareholders and may reduce the market price of our common stock.
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General Risks

●	The Coronavirus pandemic could result in adverse operating results due to workforce reductions, supply and/or demand interruptions and travel restrictions.
●	We do not insure against all risks to which we may be subject in our operations.
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●	Our business is subject to the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws, a breach or violation of which could lead to civil and criminal fines and penalties, loss of licenses or permits and reputational harm.
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●	We conduct operations in a number of foreign countries and are exposed to legal, political and social risks associated with those operations.
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●	Our business depends on good relations with our employees, and if we are unable to attract and retain additional highly skilled employees, our business and future operations may be adversely affected.
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●	Our business could be negatively impacted by security threats, including cybersecurity threats, and other disruptions.
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●	Several of our directors and officers are residents outside of the United States, and it may be difficult for shareholders to enforce within the United States any judgments obtained against such directors or officers.
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●	The laws of the State of Colorado, our Articles of Incorporation and agreements with certain officers and directors may protect our directors from certain types of lawsuits.
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●	We may be required to write down certain long-lived assets, due to metal prices, operational challenges or other factors. Such write- downs may adversely affect our results of operations and financial condition.
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●	A significant delay or disruption in sales of concentrates or doré as a result of the unexpected disruption in services provided by smelters or refiners or other third parties could have a material adverse effect on our results of operations.
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Table of Contents ITEM 1A. RISK FACTOR S

Our operations and financial condition are subject to significant risks, including those described below. You should carefully consider these risks. If any of these risks actually occurs, our business, financial condition, and/or results of operation could be adversely affected. This report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward looking statements that may be affected by several risk factors, including those set forth below. The following information summarizes all material risks known to us as of the date of filing this report:

Risks Relating to Our Financial Condition, Results of Operation and Cash Flows

Our results of operations, cash flows and the value of our properties are highly dependent on the market prices of gold, silver, and copper and these prices can be volatile.

The profitability of our gold and silver mining operations and the value of our mining properties are directly related to the market price of gold, silver and copper. The price of gold, silver and copper may also have a significant influence on the market price of our common stock. Historically, the market price of gold and silver has fluctuated significantly and is affected by numerous factors beyond our control. These factors include supply and demand fundamentals, global or national political or economic conditions, expectations with respect to the rate of inflation, the relative strength of the U.S. dollar and other currencies, interest rates, gold and silver sales and loans by central banks, forward sales by metal producers, accumulation and divestiture by exchange traded funds, and a number of other factors such as industrial and commercial demand. The volatility of mineral prices represents a substantial risk which no amount of planning or technical expertise can fully eliminate. This is especially true since we do not hedge any of our sales.

We derive all of our revenue from the sale of gold and silver and our results of operations will fluctuate as the prices of these metals change. A period of significant and sustained lower gold and silver prices would materially and adversely affect our results of operations and cash flows. In the event metal prices decline or remain low for prolonged periods of time, our existing producing properties may become uneconomic, and we might be unable to develop our undeveloped properties, which may further adversely affect our results of operations, financial performance and cash flows. An asset impairment charge may also result from the occurrence of unexpected adverse events that impact our estimates of expected cash flows generated from our producing properties or the market value of our non-producing properties, including a material diminution in the price of gold and/or silver.

During 2022, the price of gold, as measured by the London PM fix, fluctuated between $1,629 and $2,039 per ounce, while the price of silver fluctuated between $17.77 and $26.18 per ounce. As at March 10, 2023, gold, silver and copper prices were $1,861.25/oz, $20.09/oz, and $3.86/lb, respectively.

We have incurred substantial losses in recent years and may never return to profitability.

During the three years ended December 31, 2022, 2021, and 2020, we have incurred pre-tax losses on an annual basis of $80.3 million $64.2 million and $153.7 million, respectively. As of December 31, 2022, our accumulated deficit, which includes historic non-cash impairment charges, was $1.3 billion. In the future, our ability to become profitable will depend on the profitability of the Gold Bar mine, the Fox Complex, including the Froome mine and Stock deposits, and the San José mine, our ability to generate revenue sufficient to cover our costs and expenses, and our ability to advance, sell or otherwise monetize our other properties and our interest in the Los Azules copper project. In pursuit of profitability, we will seek to identify additional mineralization that can be extracted economically at operating and exploration properties. For our non-operating properties that we believe demonstrate economic potential, we need to either develop our properties, locate and enter into agreements with third party operators, or sell the properties. We may suffer significant additional losses in the future and may not be profitable again. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. 18

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Our business requires substantial capital investment from outside sources, and we may be unable to raise additional funding on favorable terms to develop additional mining operations. In addition, our ongoing reliance on equity funding will result in continued dilution to our existing shareholders.

We have in the past and will likely in the future require significant capital to develop our exploration projects. A significant portion of that funding in the past has come in the form of sales of our common stock. We continue to evaluate capital and development expenditure requirements as well as other options to monetize certain assets in the Company’s portfolio including Los Azules, Grey Fox, Stock West and the Fenix Project. If we make a positive decision to develop one or more of these initiatives, the expenditures incurred may significantly exceed our working capital. Our ability to obtain necessary funding, in turn, depends upon a number of factors, including the state of the economy, our operating results and applicable commodity prices. We may not be successful in obtaining the required financing to advance our projects or for other purposes, on terms that are favorable to us or at all, in which case, our ability to replace reserves and continue operating would be adversely affected. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration or potential development and in the possible partial or total loss of our interest in certain properties. Even if we are successful in obtaining additional equity capital, it will result in dilution to existing shareholders.

Our indebtedness adversely affects our cash flow and may adversely affect our ability to operate our business.

As of December 31, 2022, we had an outstanding long term, secured debt with a principal amount of $50.0 million and an outstanding long term, unsecured subordinated promissory note with a principal amount of $15.0 million. Repayment of the debt is secured by a lien on certain of our and our subsidiaries’ assets. This debt requires us to make monthly principal payments of $2.0 million beginning on August 31, 2023 for 18 months, with a final $12.0 million principal payment on March 31, 2025. The promissory note is payable in full on or before September 25, 2025, and interest on the promissory note is payable monthly at a rate of 8% per annum.

We cannot be certain that our cash flow from operations will be sufficient to allow us to pay the principal and interest on our debt and meet our other obligations. Even if we have sufficient cash flow to retire the debt, those payments will affect the amount of cash we have available for capital investment, exploration, ongoing operations and other purposes. Payments on our debt may also inhibit our ability to react to changing business conditions.

Any failure to meet our debt obligations could harm our business and financial condition and may require us to sell assets or take other steps to satisfy the debt.

Our ability to make payments on and/or to refinance our indebtedness and to fund planned capital expenditures will depend on our ability to generate sufficient cash flow from operations or financing in the future. We cannot assure that our business will generate sufficient cash flow from operations or that future borrowings, or other financing will be available to us in an amount sufficient to enable us to pay principal and interest on our indebtedness or to fund our other liquidity needs. Decreases in precious metal prices, in addition to our ability to execute our mine plans at existing operations, may adversely affect our ability to generate cash flow from operations. If our cash flow and existing capital resources are insufficient to fund our debt obligations, we may be forced to reduce our planned capital expenditures, sell assets, seek additional equity or debt capital, or restructure our debt, and any of these actions, if completed, could adversely affect our business and/or the holders of our securities. We cannot assure that any of these remedies could, if necessary, be completed on commercially reasonable terms, in a timely manner or at all. In addition, any failure to make scheduled payments of interest and principal on our outstanding indebtedness could result in the immediate acceleration of the debt and foreclosure of our assets.

Restrictive debt covenants could limit our growth and our ability to finance our operations, fund our capital needs, respond to changing conditions, and engage in other business activities that may be in our best interests.

Our credit facility contains covenants that restrict or limit our ability to:

●	Pay dividends or distributions on our capital stock;
●	Borrow additional funds;
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●	Repurchase, redeem, or retire our capital stock;
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●	Make certain loans and investments;
●	Sell assets;
---	---
●	Enter into certain transactions with affiliates;
---	---
●	Create or assume certain liens on our assets;
---	---
●	Make certain acquisitions; or
---	---
●	Engage in certain other corporate activities.
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As part of our facility, the debt can be called in certain circumstances, including on demand in the event of a material adverse change in our business or our inability to satisfy certain financial tests on an ongoing basis. Our ability to comply with these requirements may be affected by events beyond our control, and we cannot assure you that we will satisfy them in the future. In addition, these requirements could limit our ability to obtain future financings, make needed capital expenditures, withstand a future downturn in our business or the economy in general, or otherwise conduct necessary corporate activities. We may also be prevented from taking advantage of potential business opportunities that arise because of the restrictive covenants under our debt agreement. A breach of any of the covenants in our debt agreements could result in a default under the agreement.

Increased operating and capital costs could adversely affect our results of operations.

Costs at any particular mining location are subject to variation due to a number of factors, such as variable ore grade, changing metallurgy and revisions to mine plans in response to the physical shape and location of the ore body, as well as the age and utilization rates for the mining and processing- related facilities and equipment. In addition, costs are affected by the price and availability of input commodities, such as fuel, electricity, labor, chemical reagents, explosives, steel, concrete and mining and processing related equipment and facilities. Commodity costs are, at times, subject to volatile price movements, including increases that could make production at certain operations less profitable. Further, changes in laws and regulations can affect commodity prices, uses and transport. Reported costs may also be affected by changes in accounting standards. A material increase in costs at any significant location could have a significant adverse effect on our results of operation and operating cash flow.

We could have significant increases in capital and operating costs over the next several years in connection with the development of new projects in challenging jurisdictions and in the sustaining and/or expansion of existing mining and processing operations. Costs associated with capital expenditures may increase in the future as a result of factors beyond our control. Increased capital expenditures may have an adverse effect on the results of operation and cash flow generated from existing operations, as well as the economic returns anticipated from new projects.

If we do not hedge our exposure to reductions in gold and silver prices, we may be subject to significant reductions in price.

We do not use hedging transactions with respect to any of our gold and silver production. Accordingly, we may be exposed to more significant price fluctuations if gold and/or silver prices decline. While the use of hedging transactions limits the downside risk of price declines, their use also may limit future revenues from price increases. Hedging transactions also involve the risk that the counterparty may be unable to satisfy its obligations.

Estimates relating to new development projects and mine plans of existing operations are uncertain and we may incur higher costs and lower economic returns than estimated.

Our decision to develop a project is typically based on the results of feasibility studies, which estimate the anticipated economic returns of a project. However, the actual project profitability or economic feasibility may differ from such estimates as a result of any of the following factors, among others:

●	Changes in metals prices;
●	Changes in tonnage, grades and metallurgical characteristics of mineralized material to be mined and processed;
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●	Changes in input commodity and labor costs;
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●	The quality of the data on which engineering assumptions were made;
●	Adverse geotechnical conditions;
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●	Availability of an adequate and skilled labor force;
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●	Availability, supply and cost of utilities such as water and power;
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●	Fluctuations in inflation and currency exchange rates; or
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●	Changes in tax laws, the laws and/or regulations around royalties and other taxes due to the regional and national governments and royalty agreements.
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Our recent development activities, including at our Gold Bar mine and at the Fox Complex, may not result in the expansion or replacement of past production with new production, or one or more of these new production sites or facilities may be less profitable than currently anticipated or may not be profitable at all, any of which could have a material adverse effect on our results of operations and financial position.

For our existing operations, we base our mine plans on geological, metallurgical and engineering assumptions, financial projections and commodity price estimates. These estimates are periodically updated to reflect changes in our operations, including modifications to our proven and probable reserves and measured, indicated and inferred resources, revisions to environmental obligations, changes in legislation and/or our political or economic environment, and other significant events associated with mining operations. There are numerous uncertainties inherent in estimating quantities and qualities of gold, silver and copper and costs to mine recoverable reserves, including many factors beyond our control, that could cause actual results to differ materially from expected financial and operating results or result in future impairment charges.

We are subject to foreign currency risks which may increase our costs and affect our results of operation.

While we transact most of our business in U.S. dollars, certain expenses, such as labor, operating supplies, and property and equipment, may be denominated in Canadian dollars, Mexican pesos or Argentine pesos. As a result, currency exchange fluctuations and foreign exchange regulations may impact our operating costs. The appreciation of non-U.S. dollar currencies against the U.S. dollar increases costs and the cost of purchasing property and equipment in U.S. dollar terms in Canada, Mexico and Argentina, which can adversely impact our operating results and cash flows.

The value of cash and cash equivalents denominated in foreign currencies also fluctuates with changes in currency exchange rates. Appreciation of non-U.S. dollar currencies results in a foreign currency gain on such investments and a depreciation in non-U.S. dollar currencies results in a loss. We have not utilized market risk sensitive instruments to manage our exposure to foreign currency exchange rates but may do so in the future. We also hold portions of our cash reserves in Canadian, Mexican and Argentine currency.

Our continuing reclamation obligations at Tonkin, Gold Bar, Fox Complex, El Gallo, and other properties could require significant additional expenditures.

We are responsible for the reclamation obligations related to disturbances on all our properties. In Canada and the United States, we are required to post bonds to ensure performance of our reclamation obligations. As of December 31, 2022, we have accrued $41.8 million in estimated reclamation costs for our properties, including $39.4 million covered by surety bonds for projects in the United States and Canada. We have not posted a bond in Mexico as none is required by the current legislation; however, we have recorded a liability of $10.5 million based on the estimated amount of our reclamation obligations in that jurisdiction.

There is a risk that any surety bond or recorded liability, even if increased based on the analysis and work performed to update the reclamation obligations, could be inadequate to cover the actual costs of reclamation when actually carried out. The satisfaction of bonding requirements and continuing reclamation obligations will require a significant amount of capital. Further, it is possible that the United States Bureau of Land Management may request that we provide additional long-term financing supported by a long-term trust for an amount that cannot be determined at present. There is a risk that we will be unable to fund any additional bonding requirements or that the surety bonds may no longer be accepted by the governmental agencies as satisfactory reclamation coverage, in which case we would be required to replace the surety bonding with cash, and further, that the regulatory authorities may increase reclamation and bonding requirements to such 21

Table of Contents a degree that it would not be commercially reasonable to continue exploration activities, which may adversely affect our results of operations, financial performance and cash flows.

There is no guarantee that we will declare distributions to shareholders.

From June 2015 to September 2018, we paid a distribution to holders of our common stock on a semi-annual basis. Those distributions were suspended in March 2019. Any determination to reinstate this distribution on our common stock will be based primarily upon covenants in outstanding debt instruments, our financial condition, results of operations and capital requirements, including for capital expenditures and acquisitions, and our Board of Directors’ determination that the distribution to shareholders is in the best interest of our shareholders and in compliance with all laws and agreements applicable to the Company. The provisions of our outstanding secured debt prohibit us from paying dividends, even if our operations might warrant such payment.

Risks Relating to Our Operations as a Mining Company

Our estimates of proven and probable mineral reserves and resources are based on interpretation and assumptions and, under actual conditions, may yield less mineral production than is currently estimated or may result in additional impairment charges to our operations.

Unless otherwise disclosed, proven and probable reserves and measured, indicated and inferred resources figures presented in our filings with securities regulatory authorities, including the SEC, in our news releases and other public statements that may be made from time to time, are based upon estimates made by both independent and our own internal professionals. Estimates of proven and probable reserves and measured, indicated and inferred resources are subject to considerable uncertainty and are based, to a large extent, on the prices of gold and silver and interpretations of geologic data obtained from drill holes and other exploration techniques. These prices and interpretations are subject to change. If we determine that certain of our estimated reserves or resources have become uneconomic, we may be forced to reduce our estimates. Actual production may be significantly less than we expect and such reductions may result in impairment charges such as we experienced in 2020.

When making determinations about whether to advance any of our projects to development, we rely upon such estimated calculations as to the mineralized material and grades of mineralization on our properties. Until ore is mined and processed, mineralized material and grades of mineralization must be considered as estimates only. We cannot ensure that these estimates will be accurate, or this mineralization can be mined or processed profitably.

Any material changes in mineral estimates and grades of mineralization may affect the economic viability of placing a property into production and such property’s return on capital. There can be no assurance that minerals recovered in small scale tests will be recovered in large-scale tests under on-site conditions or in production scale. Extended declines in market prices for gold and/or silver may render portions of our mineralization estimates uneconomic and result in reduced reported mineralization or adversely affect the commercial viability of one or more of our properties. Any material reductions in estimates of mineralization, or of our ability to extract this mineralization, could have a material adverse effect on our results of operations or financial condition.

Investors should also be aware that calculations of “reserves” and “resources” differ under SEC reporting standards and those under other international standards, such as Canada. Investors should also be aware that resources may not be converted into reserves. Please also see, CAUTIONARY NOTE TO UNITED STATES INVESTORS-INFORMATION CONCERNING PREPARATION OF RESOURCE AND RESERVE ESTIMATES.

We may be unable to replace gold and silver reserves as they become depleted.

Like all metal producers, we must continually replace reserves depleted by production to maintain production levels over the long term and provide a return on invested capital. Depleted reserves can be replaced in several ways, including expanding known ore bodies, locating new deposits or acquiring interests in reserves from third parties. Exploration is highly speculative in nature, involves many risks and uncertainties and is frequently unsuccessful in discovering significant mineralization. Accordingly, our current or future exploration programs may not result in new mineral producing 22

Table of Contents operations. Even if significant mineralization is discovered, it will likely take many years from the initial phases of exploration to commencement of production, during which time the economic feasibility of production may change.

From time to time, we may acquire reserves from other parties, as we did in 2017. Such acquisitions are based on an analysis of a variety of factors including historical operating results, estimates and assumptions on the extent of ore reserves, the timing of production from such reserves, cash and other operating costs. In addition, we may rely on data and reports prepared by third parties (including in relation to the ability to permit and comply with existing regulations), which may contain information or data that we are unable to independently verify or confirm in advance. Other than historical operating results, these factors are uncertain, they may contribute to the uncertainties related to the process used to estimate ore reserves and have an impact on our revenue, our cash flow and other operating issues.

As a result of these uncertainties, our exploration programs and acquisitions may not result in the expansion or replacement of our current production with new ore reserves or operations, which could have a material adverse effect on our business, prospects, results of operations and financial position.

Our acquisitions may not achieve their intended results.

Our acquisitions subject us to many risks. The Fox Complex acquired in 2017 was a distressed asset which has struggled to produce positive cash flows during its years of operation. We are working to improve the operations but without a reserve base, the success of this operation is dependent upon finding additional mineralization through exploration and there is no guarantee that we will be able to convert this mineralization into mineable reserves. We may discover title defects, adverse environmental or other conditions relating to the properties acquired of which we are currently unaware. Environmental, title, and other problems could reduce the value of the properties to us, and depending on the circumstances, we could have limited or no recourse to the sellers with respect to those problems. We have assumed substantially all of the liabilities associated with acquired properties, and such liabilities could be significant.

We own our 49% interest in the San José mine under the terms of an option and joint venture agreement (“OJVA”), and therefore we are unable to control all aspects of the exploration and development of, and production from, this property.

Our interest in the San José mine is subject to the risks normally associated with the conduct of joint ventures. A disagreement between joint venture partners on strategic decisions or how to conduct business efficiently, the inability of joint venture partners to meet their obligations to the joint venture or third parties, or litigation arising between joint venture partners regarding joint venture matters could have a material adverse effect on the viability of our interests held through the joint venture. Since all day-to-day decisions are made by the majority owner of the venture, we are unable to participate in those decisions, including whether and when to pay dividends to the venture partners.

Even if we are successful in achieving one or more of our strategic initiatives at the Los Azules project, its development presents challenges that may negatively affect, if not completely negate, the feasibility for development of the property.

Los Azules is located in a remote location, previously accessibly only by 75 miles of dirt road with eight river crossings and two mountain passes above 13,450 feet. An additional access road at lower altitude was completed in May 2022, which has one mountain pass above 11,000 feet. Even assuming that technical difficulties associated with this remote location can be overcome, the significant capital costs required to develop the project may make the project uneconomical. If the long-term price of copper decreased significantly below the current price or capital cost estimates increased significantly, Los Azules may not be feasible for development, and we may have to write off the remaining carrying value of the asset. Furthermore, the project’s economic feasibility has not yet been demonstrated through a full feasibility study. The Preliminary Economic Assessment (“PEA”) is preliminary in nature, includes S-K 1300 mineral resources that are considered too speculative geologically to have economic considerations applied to them that would allow them to be categorized as mineral reserves either under S-K 1300 or NI 43-101, and there is no certainty that the PEA will be realized. 23

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We may acquire additional exploration-stage properties on which reserves may never be discovered.

We have acquired in the past and may acquire in the future additional exploration-stage properties. There can be no assurance that we have completed or will be able to complete the acquisition of such properties at reasonable prices or on favorable terms and that reserves will be identified on any properties that we acquire. We may also experience negative reactions from the financial markets if we are unable to successfully complete acquisitions of additional properties or if reserves are not located on acquired properties. These factors may adversely affect the trading price of our common stock or our financial condition or results of operations.

The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses that could adversely and materially affect our operations.

Exploration for and production of minerals is highly speculative and involves greater risk than many other businesses. Many exploration programs do not result in the discovery of mineralization, and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Few properties that are explored are ultimately advanced to production. Our current exploration efforts, and future development and mining operations are subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, such as, but not limited to:

●	economically insufficient mineralized material;
●	fluctuations in production costs that may render mining uneconomical;
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●	availability of labor, contractors, engineers, power, transportation and infrastructure;
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●	labor disputes;
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●	potential delays related to social, public health, and community issues;
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●	negotiations with aboriginal groups or local populations affecting our efforts to explore, develop or produce gold and silver deposits;
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●	unanticipated variations in grade and other geological problems;
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●	environmental hazards;
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●	water conditions;
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●	difficult surface or underground conditions;
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●	metallurgical and other processing problems;
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●	mechanical and equipment performance problems;
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●	industrial accidents, personal injury, fire, flooding, cave-ins, landslides and other natural disasters; and
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●	decrease in reserves or resources due to a lower price of silver, gold or copper.
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Any of these risks can adversely and materially affect, among other things, the development of properties, production quantities and rates, costs and expenditures, potential revenues and production dates. We currently have no insurance to guard against any of these risks, except in very limited circumstances. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a write-down of our investment in these interests. All of these factors may result in losses in relation to amounts spent and those amounts that would then not be recoverable.

Our operations are subject to permitting requirements which could require us to delay, suspend or terminate our operations on our mining properties.

Our mining operations, including ongoing exploration drilling programs and development efforts, require permits from various state and federal governments, including permits for the use of water and for drilling water wells. We may be unable to obtain these permits in a timely manner, on reasonable terms or on terms that provide us sufficient resources to develop our properties in any way. Even if we are able to obtain such permits, the time required by the permitting process can be significant. If we cannot obtain or maintain the necessary permits, or if there is a delay in receiving these permits, our timetable and business plan for exploration of our properties will be adversely affected, which may in turn adversely affect our results of operations, financial condition, cash flows and market price of our securities. 24

Table of Contents Due to increased activity levels of non-governmental, aboriginal and local groups targeting the mining industry, the potential for the government or process instituted by non-governmental, aboriginal and local groups, to delay the issuance of permits or impose new requirements or conditions upon mining operations may be increased. Any changes in government policies may be costly to comply with and may delay mining operations. Future changes in such laws and regulations, if any, may adversely affect our operations, make them prohibitively expensive, or prohibit them altogether. If our interests are materially adversely affected as a result of a violation of applicable laws, regulations, permitting requirements or a change in applicable law or regulations, it would have a significant negative impact on the value of our company and could have a significant impact on our stock price.

Our operations in Argentina and Mexico are subject to political and social risks.

With respect to Los Azules and our affiliated company, Minera Santa Cruz S.A, which owns the San José mine, there are risks relating to an uncertain or unpredictable political and economic environment in Argentina, illustrated by the following:

●	Argentina defaulted on foreign debt repayments and on the repayment on a number of official loans to multinational organizations in 2002 and 2003, and defaulted again on its bonds in 2014.
●	In 2012, Argentina’s President announced the nationalization of the majority stake of Yacimientos Petrolíferos Fiscales (“YPF”), Argentina’s largest oil company.
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●	In December 2017, Argentina enacted comprehensive tax reform (Law No. 27,430 (the “Law”)). Specifically, the Law introduces amendments to tax and other various laws, including a special regime comprising an optional revaluation of assets for income tax purposes.
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●	In 2018, Argentina’s federal government introduced a decree imposing a temporary tax on all exports from Argentina. The tax was introduced as an emergency measure due to the significant peso devaluation during the year. The estimated impact to MSC is a tax of approximately 7.5% of revenue.
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●	In September 2019, Argentine authorities implemented new foreign exchange regulations that impact the results of MSC. The main restrictions include, but are not limited to, full repatriation of proceeds of exports in cash bank savings to be denominated only in Argentine pesos and authorization from the Argentina Central Bank being required for dividend distributions abroad and intercompany loan payments.
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●	In October 2019, Alberto Fernández was elected to office. The prior president, Mr. Mauricio Macri, who assumed office in December 2015, implemented several significant economic and policy reforms, including reforms related to foreign exchange and trade, fiscal policy, labor laws and tax rules. The fiscal, monetary and currency adjustments undertaken by the Macri administration subdued growth in the short-term, and some measures, including the export tax, have negatively impacted Argentina sourced revenues.
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●	In December 2019, the Argentina federal government approved a decree delaying the corporate tax rate to change from 30% to 25% to the end of 2021 and extending the temporary export tax introduced in September 2018 to the end of 2021. Furthermore, the decree suspended the increase in the dividend withholding tax from 7% to 13% until January 2021.
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●	In 2020, the Alberto Fernández administration marked its first year in office, a year in which it faced numerous challenges including renegotiating Argentina’s foreign debt, managing currency crises, and, most difficult, designing Argentina’s response to the COVID-19 pandemic.
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●	In June 16, 2021, Law 27,630, which introduced amendments to the corporate income tax law, entered into force. Under prior law, the corporate income tax rate was 25%. As per the new law applicable to fiscal years starting on or after January 1, 2021, corporate income will be subject to tax at progressive rates ranging from 25% to 35%. Starting in January 2022, these brackets will be annually adjusted to account for inflation, as per the consumer price index published by relevant governmental agency.
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●	Under prior law, distribution of earnings attributable to fiscal year 2021 were subject to withholding tax at a 13% rate. The rate was tied to the prior income tax rate of 25%. The enacted Law 27,630 reduced the withholding tax rate on dividend distributions to non-residents from earnings obtained from the beginning of 2021 to 7%.
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With respect to the El Gallo mine in Mexico, there has been an ongoing level of violence and crime relating to drug cartels and gangs in Sinaloa State where we operate, and in other regions of Mexico. Our facility at the El Gallo mine was robbed 25

Table of Contents in 2015. On December 17, 2019, the US State Department issued a Level 2 (“Increased caution”) warning with respect to five Mexican states, including Sinaloa State, due to violent crime. On September 8, 2020, the US State Department issued a Level 3 (“Reconsider travel”) warning with respect to five Mexican states, including Sinaloa State, due to violent crime and COVID-19. On April 20, 2021, the US State Department issued a Level 4 (“Do not travel”) warning with respect to six Mexican states, including Sinaloa State, due to violent crime and COVID-19. On January 5, 2023, the US State Department reiterated its caution against travel to Sinaloa State due to unrest resulting from the capture of Ovidio Guzmán López, a high-ranking member of the Sinaloa Cartel. These events may disrupt our ability to carry out exploration and mining activities and may affect the safety and security of our employees and contractors.

Our operations and properties in Canada expose us to additional political risks.

Our properties in Canada may be of particular interest or sensitivity to one or more interest groups, including aboriginal groups (which are generally referred to as "First Nations" and “Metis” groups). We have mineral projects in Ontario that are in areas with an aboriginal presence. It is our practice to work closely with and consult with First Nations in areas in which our projects are located or which could be impacted by our activities. However, there is no assurance that relationships with such groups will be positive. Accordingly, it is possible that our production, exploration or development activities on these properties could be interrupted or otherwise adversely affected in the future by political uncertainty, native land claims entitlements, expropriations of property, changes in applicable law, governmental policies and policies of relevant interest groups, including those of First Nations. Any changes in law or relations or shifts in political conditions may be beyond our control, or we may enter into agreements with First Nations, all of which may adversely affect our business and operations and if significant, may result in the impairment or loss of mineral concessions or other mineral rights, or may make it impossible to continue our mineral production, exploration or development activities in the applicable area, any of which could have an adverse effect on our financial conditions and results of operations.

Our operations face substantial regulation of health and safety.

Our operations are subject to extensive and complex laws and regulations governing worker health and safety across our projects and our failure to comply with applicable legal requirements can result in substantial penalties. Future changes in applicable laws, regulations, permits and approvals or changes in their enforcement or regulatory interpretation could substantially increase costs to achieve compliance, lead to the revocation of existing or future exploration or mining rights or otherwise have an adverse impact on our results of operations and financial position.

Our mines are inspected on a regular basis by government regulators who may issue citations and orders when they believe a violation has occurred under local mining regulations. If inspections result in an alleged violation, we may be subject to fines, penalties or sanctions and our mining operations could be subject to temporary or extended closures.

In addition to potential government restrictions and regulatory fines, penalties or sanctions, our ability to operate (including the effect of any impact on our workforce) and thus, our results of operations and our financial position, could be adversely affected by accidents, injuries, fatalities or events detrimental (or perceived to be detrimental) to the health and safety of our employees, the environment or the communities in which we operate.

Reform of the General Mining Law in the United States could adversely affect our results of operations.

Periodically, members of the U.S. Congress have introduced bills which would supplant or alter the provisions of the General Mining Law of 1872, which governs the unpatented claims that we control with respect to our U.S. properties. One such amendment has become law and has imposed a moratorium on the patenting of mining claims, which reduced the security of title provided by unpatented claims such as those on our U.S. properties. If additional legislation is enacted, it could substantially increase the cost of holding unpatented mining claims by requiring payment of royalties, and could significantly impair our ability to develop mineral estimates on unpatented mining claims. Such bills have proposed, among other things, to make permanent the patent moratorium, to impose a federal royalty on production from unpatented mining claims and to declare certain lands as unsuitable for mining. Although it is impossible to predict at this time what royalties may be imposed in the future, the imposition of such royalties could adversely affect the potential for development of such mining claims, and the economics of existing operating mines on federal unpatented mining claims. Passage of such legislation could adversely affect our business. 26

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Title to mineral properties can be uncertain, and we may be at risk of loss of ownership of one or more of our properties.

Our ability to explore and operate our properties depends on the validity of our title to those properties. Our U.S. mineral properties include leases of unpatented mining claims, as well as unpatented mining and mill site claims, which we control directly. Unpatented mining claims provide only possessory title and their validity is often subject to contest by third parties or the federal government, which makes the validity of unpatented mining claims uncertain and generally riskier. Similarly, Canadian mineral properties consist of patented and unpatented claims which each have their respective risks and uncertainties. Further, there may be title defects or additional rights that are not recorded on the title. Our concessions in Mexico are subject to continuing government regulation and failure to adhere to such regulations will result in termination of the concession. Similarly, under Argentine Law, failure to comply with applicable conditions may result in the termination of the concession. Uncertainties inherent in mineral properties relate to such things as the sufficiency of mineral discovery, proper posting and marking of boundaries, assessment work and possible conflicts with other claims not determinable from public record. We have not obtained title opinions covering our entire property, with the attendant risk that title to some claims, particularly title to undeveloped property, may be defective. There may be valid challenges to the title to our property which, if successful, could impair development and/or operations.

We cannot ensure that we will have an adequate supply of water to complete desired exploration or development of our mining properties.

Our mining operations require significant quantities of water for mining, ore processing and related support facilities. Our operations in the United States, Mexico and Argentina are in areas where water is scarce and competition among users for continuing access to water is significant. Continuous production at our mines is dependent on our ability to maintain our water rights and claims and to defeat claims adverse to our current water uses in legal proceedings. Although each of our operations currently has sufficient water rights and claims to cover its operational demands, we cannot predict the potential outcome of pending or future legal proceedings relating to our water rights, claims and uses. Water shortages may also result from weather or environmental and climate impacts out of the Company’s control.

Our ongoing operations and past mining activities are subject to environmental risks, which could expose us to significant liability and delay, suspension or termination of our operations.

All aspects of our operations are subject to United States, Canada, Mexico and Argentina federal, state and local environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste, including cyanide. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for us and our officers, directors and employees. Future changes in environmental regulation, if any, may adversely affect our operations, make our operations prohibitively expensive, or prohibit them altogether. Environmental hazards may exist on our properties that are unknown to us at the present and that have been caused by us, previous owners or operators, or that may have occurred naturally. We utilize explosives in our business, which could cause injury to our personnel, and damage to our equipment or assets. Mining properties from the companies we have acquired may cause us to be liable for remediating any damage that those companies may have caused. The liability could include response costs for removing or remediating the release and damage to natural resources, including ground water, as well as the payment of fines and penalties. Failure to comply with applicable environmental laws, regulations and permitting requirements may also result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities, causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.

Our industry is highly competitive, attractive mineral lands are scarce, and we may not be able to obtain quality properties.

We compete with many companies in the mining industry, including large, established mining companies with substantial capabilities, personnel and financial resources. There is a limited supply of desirable mineral lands available for claim staking, lease or acquisition in the United States, Canada, Mexico and Argentina, and other areas where we may conduct exploration activities. We may be at a competitive disadvantage in acquiring mineral properties, since we compete with 27

Table of Contents these individuals and companies, many of which have greater financial resources and larger technical staffs than we do. From time to time, specific properties or areas which would otherwise be attractive to us for exploration or acquisition may be unavailable to us due to their previous acquisition by other companies or our lack of financial resources. Competition in the industry is not limited to the acquisition of mineral properties but also extends to the technical expertise to find, advance, and operate such properties; the labor to operate the properties; and the capital for the purpose of funding such properties. Many competitors not only explore for and mine precious metals, but conduct refining and marketing operations on a world-wide basis. Such competition may result in our Company being unable not only to acquire desired properties, but to recruit or retain qualified employees or to acquire the capital necessary to fund our operation and advance our properties. Our inability to compete with other companies for these resources would have a material adverse effect on our results of operation, financial condition and cash flows.

We rely on contractors to conduct a significant portion of our operations and construction projects.

A portion of our operations and construction projects are currently conducted in whole or in part by contractors, including our operations at the Gold Bar mine, Fox Complex and Los Azules. As a result, our operations are subject to a number of risks, some of which are outside our control, including:

●	Negotiating agreements with contractors on acceptable terms;
●	The inability to replace a contractor and its operating equipment in the event that either party terminates the agreement;
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●	Reduced control and oversight over those aspects of operations which are the responsibility of the contractor;
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●	Failure of a contractor to perform under its agreement;
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●	Interruption of operations or increased costs in the event that a contractor ceases its business due to insolvency or other unforeseen events;
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●	Failure of a contractor to comply with our standards and policies, as well as with applicable legal and regulatory requirements, to the extent it is responsible for such compliance; and
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●	Problems of a contractor with managing its workforce, labor unrest or other related employment issues.
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In addition, we may incur liability to third parties as a result of the actions of our contractors. The occurrence of one or more of these risks could potentially adversely affect our results of operations and financial position.

If our employees or contractors engage in a strike, work stoppage or other slowdown, we could experience business disruptions and/or increased costs.

As of December 31, 2022, a number of our employees were represented by different trade unions and work councils which subject us to employment arrangements very similar to collective bargaining agreements. Further, most of our employees are based in foreign locations. The laws of certain foreign countries may place restrictions on our ability to take certain employee-related actions or may require that we conduct additional negotiations with trade unions, works councils or other governmental authorities before we can take such actions.

If the employees or contractors at the Gold Bar mine, Fox Complex, or San José mine were to engage in a strike, work stoppage, or other slowdown in the future, we could experience a significant disruption of our operations. Such disruption could interfere with our business operations and could lead to decreased productivity, increased labor costs, and lost revenue.

We may not be successful in negotiating new collective bargaining agreements or other employment arrangements when the current ones expire. Furthermore, future labor negotiations could result in significant increases in our labor costs. The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations. 28

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Our business is sensitive to nature and climate conditions

A number of governments have introduced or are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels. Regulations relating to emission levels (such as carbon taxes) and energy efficiency are becoming more stringent. If the current regulatory trend continues, this may result in increased costs at some or all of our project locations. In addition, the physical risks of climate change may also have an adverse effect on our operations and properties. Extreme weather events have the potential to disrupt our power supply, surface operations and exploration at our mines and may require us to make additional expenditures to mitigate the impact of such events.

Some of the countries in which we operate have implemented, and are developing, laws and regulations related to climate change and greenhouse gas emissions. In December 2009, the United States Environmental Protection Agency (“EPA”) issued an endangerment finding under the U.S. Clean Air Act that current and projected concentrations of certain mixed greenhouse gases, including carbon dioxide, in the atmosphere threaten the public health and welfare. Additionally, the United States and China signed a bilateral agreement in November 2014 that committed the United States to reduce greenhouse gas emissions by an additional 26% to 28% below 2005 levels by the year 2025. The EPA in August 2015 issued final rules for the Clean Power Plan under Section 111 (d) of the Clean Air Act designed to reduce greenhouse gas emissions at electric utilities in line with reductions planned for the compliance with the Paris Agreement. As part of a regulatory review, on June 19, 2019, the EPA repealed the Clean Power Plan and replaced it with the Affordable Clean Energy rule which eliminates most of the emission reduction standards included in the Clean Power Plan. That rule is now the subject of challenges in the courts.

Legislation and increased regulation and requirements regarding climate change could impose increased costs on us, our venture partners and our suppliers, including increased energy, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations.

Mining companies are increasingly required to consider and provide benefits to the communities and countries in which they operate in order to maintain operations.

Greater scrutiny on the private sector broadly and multi-national companies specifically, to contribute to sustainable outcomes in the places where they operate, has led to a proliferation of standards and reporting initiatives focused on environmental stewardship, social performance and transparency. Extractive industries, and mining in particular, have seen significant increases in stakeholder expectations. These businesses are increasingly required to meaningfully engage with impacted stakeholders; understand and avoid or mitigate negative impacts while optimizing economic development and employment opportunities associated with their operations. The expectation is for companies to create shared value for shareholders, employees, governments, local communities and host countries. Such expectations tend to be particularly focused on companies whose activities are perceived to have high socio-economic and environmental impacts. In response, we have developed and continues to evolve a system of ESG management that includes standards, guidance, assurance, participation in international organizations focused on improved performance and outcomes for host communities and the environment. Despite the Company’s commitment to on-going engagement with communities and stakeholders, no assurances can be provided that increased stakeholder expectations will not result in adverse financial and operational impacts to the business, including, without limitation, operational disruption, increased costs, increased investment obligations and increased taxes and royalties payable to governments.

Risks Relating to Our Common Stock

A small number of existing shareholders own a significant portion of McEwen Mining common stock, which could limit your ability to influence the outcome of any shareholder vote.

As of March 13, 2023, Mr. McEwen beneficially owned approximately 17% of the 47.4 million shares of McEwen Mining common stock outstanding. Under our Articles of Incorporation and the laws of the State of Colorado, the vote of the holders of a majority of the shares voting at a meeting at which a quorum is present is generally required to approve most shareholder action. As a result, Mr. McEwen will be able to significantly influence the outcome of shareholder votes for the foreseeable future, including votes concerning the election of directors, amendments to our Articles of Incorporation or proposed mergers, acquisitions or other significant corporate transactions. 29

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Our stock price may be volatile, and as a result you could lose all or part of your investment.

In addition to other risk factors identified herein and to volatility associated with equity securities in general, the value of your investment could decline due to the impact of any of the following factors upon the market price of our common stock:

●	Changes in the worldwide price for gold, silver and/or copper;
●	Disappointing results from our exploration or production efforts;
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●	Producing at rates lower than targeted;
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●	Political and regulatory risks;
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●	Weather conditions, including unusually heavy rains, unusually light rains or drought;
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●	Failure to meet our revenue, profit goals or operating budget;
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●	Decline in demand for our common stock;
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●	Downward revisions in securities analysts’ estimates or changes in general market conditions;
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●	Technological innovations by competitors or in competing technologies;
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●	Investor perception of our industry or our prospects;
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●	Disruption of supply and demand and other economic factors due to virus and other disease;
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●	Actions by government central banks; and
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●	General economic trends.
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Stock markets in general have in the past and may in the future experience extreme price and volume fluctuations. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. Adverse price fluctuations may lead to threatened or actual delisting of our common stock from the NYSE. As a result, you may be unable to resell your shares at a desired price.

Failure of the Company to maintain compliance with the NYSE listing requirements could result in delisting of its common stock, which in turn could adversely affect its future financial condition and the market for its common stock.

If the common stock ultimately were to be delisted for any reason, it could negatively impact the Company by (i) reducing the liquidity and market price of the Company’s common stock; (ii) reducing the number of investors willing to hold or acquire the Company’s common stock, which could negatively impact the Company’s ability to raise equity financing; (iii) limiting the Company’s ability to use a registration statement to offer and sell freely tradable securities, adversely affecting the Company’s ability to access the public capital markets; and (iv) impairing the Company’s ability to provide equity incentives to its employees.

The future issuances of our common stock will dilute current shareholders and may reduce the market price of our common stock.

Under certain circumstances, our board of directors has the authority to authorize the offer and sale of additional securities without the vote of or notice to existing shareholders. We may issue equity in the future in connection with capital formation, acquisitions, strategic transactions or for other purposes. Based on the need for additional capital to fund expected growth, it is likely that we will issue additional securities to provide such capital and that such additional issuances may involve a significant number of shares of our common stock. Issuance of additional securities in the future will dilute the percentage interest of existing shareholders and may reduce the market price of our common stock and any other outstanding securities. Furthermore, the sale of a significant amount of our common stock by any selling security holders, including Mr. McEwen, may depress the price of our common stock. As a result, you may lose all or a portion of your investment. 30

Table of Contents General Risks

The Coronavirus pandemic could result in adverse operating results due to workforce reductions, supply and/or demand interruptions and travel restrictions.

On March 11, 2020, the World Health Organization (“WHO”) declared the COVID-19 virus a global pandemic. During late March and early April, our operations were disrupted by temporary shutdowns to protect our workforce from the spread of the virus. During the shutdown periods, rigorous policies and procedures were implemented at each site to minimize potential health and safety risks to our workforce. We continue to experience periodic disruption in our operations both due to government policies around COVID-19 and due to incidents of illness due to the virus at our operations.

This continues to adversely impact cash flows and liquidity and is expected to continue to have adverse consequences to us beyond 2022. Previously, due to slowed ramp up in production and sales in 2021, our liquidity and financial condition have been adversely affected and we are at an increased risk of not having sufficient cash flow to fund our operations as well as an increased risk of default under our debt agreement. Achieving and maintaining normal operating capacity is also dependent on the continued availability and logistical delivery of supplies, which remains out of our control. The long-term impact of the COVID-19 outbreak on our results of operations, financial position and cash flows will depend on future developments, including the endemic characteristics, duration and spread of the outbreak and related advisories and restrictions, and the viability and success of the ongoing treatment development and worldwide vaccination roll-out.

Illnesses or government restrictions, including the closure of national borders, related to COVID-19 also may disrupt the supply of raw goods, equipment, supplies and services upon which our operations rely. We also continue to monitor legislative initiatives in the U.S., Mexico, Canada and Argentina related to COVID-19 to determine their potential impacts or benefits (if any) to our business.

Third parties with whom we conduct business, including the refiners and smelters that process and, in some cases, purchase the gold and silver doré and concentrate produced by our mines, are also subject to these risks and may be required to reduce or suspend operations, which could impact our ability to conduct our operations, advance exploration, development and expansion projects, sell our products and generate revenue. Management continues to actively monitor the global situation on our financial condition, liquidity, operations, suppliers, industry and workforce.

We do not insure against all risks to which we may be subject in our operations.

While we currently maintain insurance policies to insure against general commercial liability claims and physical assets at our properties in the United States, Canada, Mexico and Argentina, we do not maintain insurance to cover all of the potential risks associated with our operations. We may also be unable to obtain insurance to cover other risks at economically feasible premiums or at all. Insurance coverage may not continue to be available, or may not be adequate to cover liabilities. We might also become subject to liability for environmental, pollution or other hazards associated with mineral exploration and production including bankruptcy of our refiners or other third party contractors which may not be insured against, which may exceed the limits of our insurance coverage or which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to incur significant costs that could materially adversely affect our financial condition and our ability to fund activities on our property. A significant loss could force us to reduce, temporarily suspend or, in the worst case, terminate our operations.

Our business is subject to the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws, a breach or violation of which could lead to civil and criminal fines and penalties, loss of licenses or permits and reputational harm.

We operate in certain jurisdictions that have experienced governmental and private sector corruption to some degree. The U.S. Foreign Corrupt Practices Act and anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business or other commercial advantage. Violations of these laws, or allegations of such violations, could lead to civil and criminal fines and penalties, litigation, and loss of operating licenses or permits, and may damage our reputation, which could have a material adverse effect on our business, financial position and results of operations. There can be no assurance that our internal control 31

Table of Contents policies and procedures will always protect us from recklessness, fraudulent behavior, dishonesty or other inappropriate acts committed by our affiliates, employees or agents. As such, our corporate policies and processes may not prevent all potential breaches of law or other governance practices.

We may not be able to operate successfully if we are unable to recruit, hire, retain and develop key personnel and a qualified and diverse workforce. In addition, we are dependent upon our employees being able to perform their jobs in a safe and respectful work environment.

We depend upon the services of a number of key executives and management personnel. Our success is also dependent on the contributions of our highly skilled and experienced workforce. Our ability to achieve our operating goals depends upon our ability to recruit, hire, retain and develop qualified and diverse personnel to execute on our strategy. We are fundamentally committed to creating and maintaining a work environment in which employees are treated fairly, with dignity, decency, respect and in accordance with all applicable laws. We recognize that bullying, sexual harassment and harassment based on other protected categories, including race, have been prevalent in every industry, including the mining industry. Features of the mining industry, such as being a historically hierarchical and male-dominated culture, create risk factors for harmful workplace behavior. While we do not tolerate discrimination and harassment of any kind (including but not limited to sexual, gender identity, race, religion, ethnicity, age, or disability, among others), our policies and processes may not prevent or detect all potential harmful workplace behaviors. If we fail to maintain a safe, respectful and inclusive work environment, it could impact our ability to retain talent and maintain a diverse workforce and damage our reputation. There continues to be competition over highly skilled personnel in our industry. If we lose key personnel, or one or more members of our senior management team, and we fail to develop adequate succession plans, or if we fail to hire, retain and develop qualified and diverse employees, our business, financial condition, results of operations and cash flows could be harmed.

Our business is dependent upon our workforce being able to safely perform their jobs, including the potential for physical injuries or illness. If we experience periods where our employees are unable to perform their jobs for any reason, including as a result of illness (such as COVID-19), our operations could be adversely affected. In addition to physical safety, protecting the psychological safety of our employees is necessary to maintaining a safe, respectful and inclusive work environment. If the Company fails to maintain a safe environment that is free of harassment, discrimination or bullying, it could adversely impact employee engagement, performance and productivity, result in potential legal claims and/or damage the Company’s reputation, which could have a material adverse effect on our business, financial position and results of operations or adversely affect the Company’s market value.

We conduct operations in a number of foreign countries and are exposed to legal, political and social risks associated with those operations.

A significant portion of our revenue in 2022 was generated by operations outside the United States. Exploration, development, production and closure activities in many countries are potentially subject to heightened political and social risks that are beyond our control and could result in increased costs, capacity constraints and potential disruptions to our business. These risks include the possible unilateral cancellation or forced renegotiation of contracts in which we may, directly or indirectly, have an interest, unfavorable changes in foreign laws and regulations, royalty and tax increases (including taxes associated with the import or export of goods), risks associated with consumption taxes in Mexico, Argentina, and Canada, income tax refund recovery and collection processes in Mexico and Argentina, changes in US legislation as applicable to foreign operations, claims by governmental entities or indigenous communities, expropriation or nationalization of property and other risks arising out of foreign sovereignty over areas in which we conduct our operations. The right to import and export gold and silver may depend on obtaining certain licenses and quotas, which could be delayed or denied at the discretion of the relevant regulatory authorities, or could become subject to new taxes or duties imposed by U.S. or foreign jurisdictions, which could have a material adverse effect on our business, financial condition, or future prospects. In addition, our rights under local law may be less secure in countries where the rule of law is less robust and judicial systems may be susceptible to manipulation or influence from government agencies, non-governmental organizations or civic groups.

Any of these developments could require us to curtail or terminate operations at our mines, incur significant costs in renegotiating contracts and meeting newly-imposed environmental or other standards, pay greater royalties or higher prices 32

Table of Contents for labor or services and recognize higher taxes, or experience significant delays or obstacles in the recovery of consumption taxes or income tax refunds owed, which could materially and adversely affect our financial condition, results of operations and cash flows.

Our ongoing and future success depends on developing and maintaining productive relationships with the communities, including indigenous peoples, and other stakeholders in our operating locations. Notwithstanding our ongoing efforts, local communities and stakeholders can become dissatisfied with our activities or the level of benefits provided, which may result in civil unrest, protests, direct action or campaigns against us. Any such occurrences could materially and adversely affect our financial condition, results of operations and cash flows.

Our business could be negatively impacted by security threats, including cybersecurity threats, and other disruptions.

We face various security threats, including attempts by third parties to gain unauthorized access to sensitive information or to render data or systems unusable; threats to the safety of our employees; threats to the security of our infrastructure; and threats from terrorist acts. There can be no assurance that the procedures and controls we use to monitor and mitigate our exposure to these threats will be sufficient in preventing them from materializing. If any of these events were to materialize, they could lead to losses of sensitive information, critical infrastructure, personnel or capabilities essential to our operations and could have a material adverse effect on our reputation, financial condition, results of operations, or cash flows.

Our business partners’ technologies, systems and networks may become the target of cyber-attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, theft of property or other disruption of our business operations. In addition, certain cyber incidents, such as surveillance, may remain undetected for an extended period. A cyber incident involving our business partners’ information systems and related infrastructure could disrupt our business plans and negatively impact our operations. Although to date we have not experienced any significant cyber-attacks, there can be no assurance that we will not be the target of such attacks in the future. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any security vulnerabilities.

Several of our directors and officers are residents outside of the United States, and it may be difficult for shareholders to enforce within the United States any judgments obtained against such directors or officers.

Several of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside of the United States. As a result, it may be difficult for investors to effect service of process on such directors and officers, or enforce within the United States any judgments obtained against such directors and officers, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, shareholders may be effectively prevented from pursuing remedies against such directors and officers under United States federal securities laws. In addition, shareholders may not be able to commence an action in a Canadian court predicated upon the civil liability provisions under United States federal securities laws. The foregoing risks also apply to those experts identified in this report that are not residents of the United States.

The laws of the State of Colorado, our Articles of Incorporation and agreements with certain officers and directors may protect our directors from certain types of lawsuits.

The laws of the State of Colorado provide that our directors will not be liable to us or our shareholders for monetary damages for all but certain types of conduct as directors of the Company. Our Articles of Incorporation permit us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law, including through stand-alone indemnity agreements. We have also entered into indemnification agreements with our executive officers and directors which require that we indemnify them against certain liabilities incurred by them in their capacity as such. The exculpation provisions may have the effect of preventing shareholders from recovering damages against our directors caused by their negligence, poor judgment or other 33

Table of Contents circumstances. The indemnification provisions may require us to use our limited assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

We may be required to write down certain long-lived assets, due to metal prices, operational challenges or other factors. Such write- downs may adversely affect our results of operations and financial condition.

We review our long-lived assets for recoverability pursuant to the Financial Accounting Standard Board’s Accounting Standards Codification Section 360. Under that standard, we review the recoverability of our long-lived assets, such as our mining properties, quarterly or upon a triggering event. Such review involves estimating the future undiscounted cash flows expected to result from the use and eventual disposition of the asset. Impairment, measured by comparing an asset’s carrying value to its fair value, must be recognized when the carrying value of the asset exceeds these cash flows. We conduct a review of the financial performance of our mines in connection with the preparation of our financial statements for each reported period and determine whether any triggering events are indicated.

For example, during the first quarter of 2020, we performed a comprehensive analysis of the Gold Bar mine and the related long-lived assets and determined that indicators of impairment existed, and we ultimately concluded that the carrying value of the long-lived assets for the Gold Bar mine were impaired, and a non-cash impairment charge of $83.8 million was recorded during the first quarter of 2020. If there are further significant and sustained declines in relevant metal prices, or if we fail to control production and operating costs or realize the mineable ore reserves at our mining properties, we may terminate or suspend mining operations at one or more of our properties. These events could require a further write-down of the carrying value of our assets. Any such actions would adversely affect our results of operations and financial condition.

We may record other types of charges in the future if we sell a property or asset for a price less than its carrying value or have to increase reclamation liabilities in connection with the closure and reclamation of a property. Any additional write-downs of mining properties or other assets could adversely affect our results of operations and financial condition.

A significant delay or disruption in sales of concentrates or doré as a result of the unexpected disruption in services provided by smelters or refiners or other third parties could have a material adverse effect on our results of operations.

We rely on refiners and smelters to refine and process and, in some cases, purchase, the gold and silver doré and concentrate produced by our mines or the mines in which we have an interest. Access to refiners and smelters on economical terms is critical to our ability to sell our products to buyers and generate revenues. We have existing agreements with refiners and smelters, some of which operate their refining or smelting facilities outside the United States. We believe we currently have contractual arrangements with a sufficient number of refiners and smelters so that the loss of any one refiner or smelter would not significantly or materially impact our operations or our ability to generate revenues. Nevertheless, services provided by a refiner or smelter may be disrupted by new or increased tariffs, duties or other cross-border trade barriers, shipping delays, the bankruptcy or insolvency of one or more refiners or smelters or the inability to agree on acceptable commercial or legal terms with a refiner or smelter. Such an event or events may disrupt an existing relationship with a refiner or smelter or result in the inability to create (or the necessity to terminate) a contractual relationship with a refiner or smelter, which may leave us with limited, uneconomical or no access to refining or smelting services for short or long periods of time. Epidemics, pandemics or natural disasters may also impact refiners, smelters or other third parties with which we have contractual arrangements or have an indirect effect on our ability to obtain refining, smelting or other third-party services.

Any delay or loss of access to refiners or smelters may significantly impact our ability to sell doré and concentrate products and generate revenue. A default by a refiner or smelter on its contractual obligations to us or an insolvency event or bankruptcy filing by a refiner or smelter may result in the loss of all or part of our doré or concentrate in the possession of the refiner or smelter, and such a loss likely would not be insured by our insurance policies. We cannot ensure that alternative refiners or smelters would be available or offer comparable terms if the need for them were to arise or that it would not experience delays or disruptions in sales that would materially and adversely affect results of operations. 34

Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENT S

None.

ITEM 2. PROPERTIE S

We classify our mineral properties into reportable segments consistent with the manner in which they are grouped in Item 8**.** Financial Statements and Supplementary Data**,** Note 3, Operating Segment Reporting **** and subdivide them within each segment by their respective stage of development: “production properties”, “advanced-stage properties” and “exploration properties.” Advanced-stage properties consist of properties for which advanced studies and reports have been completed indicating the presence of economically mineable mineralized material or in some cases, proven and probable reserves, and for which we have obtained or are in the process of obtaining the required permitting. Our designation of certain properties as “production properties” or “advanced-stage properties” should not suggest that we have proven or probable reserves at those properties as defined by S-K 1300. Our current operating or advanced stage properties are the following: the Fox Complex in Ontario, Canada; the Gold Bar mine in Nevada, United States; the Fenix Project in Sinaloa, Mexico; the Los Azules copper project in San Juan, Argentina; and the San José mine in Santa Cruz, Argentina.

The following table summarizes our properties (other than the Gold Bar mine and the Elder Creek exploration property) in the State of Nevada, United States:


Project Name	County	Type of Interest	Acres	Hectares	Claimant or Owner	Agreement Status
Tonkin Springs	Eureka County	1390 Unpatented Claims	27708	11213	Held By Tonkin Springs LLC	Not currently under agreement.
Cornerstone	Eureka County	50 Unpatented Claims	1015	411	Held by Nevada Pacific Gold LLC	Not currently under agreement.
Patty JV	Eureka County	Total of 616 claims<br>311 claims contributed by McEwen Mining Nevada Inc.<br>257 claims contributed by NGM<br>48 Leased Claims	12644	5117	McEwen Mining Nevada Inc.<br>Nevada Gold Mines<br>Etchegaray, Smith, Damele et al<br>	Joint Venture with Nevada Gold Mines (60% as Manager)<br>Serabi Gold (10%) and McEwen Mining Nevada Inc. (30%)
New Pass	Churchill County	107 Unpatented Claims	2211	895	Held by McEwen Mining Nevada Inc.	Under a 50/50 JV with Bonaventure (Iconic)
South Midas<br>(Squaw Creek)	Elko County	151 Unpatented Claims	3096	1253	Held by McEwen Mining Nevada Inc.	Under a 50/50 JV with Bonaventure (Iconic)
Slaven Canyon	Lander County	68 Unpatented Claims	1382	559	Held by WKGUS LLC	Currently in an Exploration Agreement with Option to Lease with Baker Hughes Oilfield Operations LLC, set to expire 5/7/2023
Keystone and O'Dair	Eureka County	2 Patented Claims	16.52	6.7	Owned by:<br>50% Nevada Pacific Gold (US), Inc.<br>50% Robert C. Withnell and Ralph S.Withnell	Not currently under agreement.

The following table summarizes our properties (other than the Fox Complex) in Canada in the Province of Ontario:


Property name	Municipality	Type of Interest	Acres / Hectares	Stage	Conditions	Ownership
Buffalo Ankerite	Timmins	11 Patented claims	432 / 175	Exploration	NPI agreement with Summit	Held by McEwen Mining via Lexam VG
Paymaster	Timmins	15 Patented claims	1730 / 700	Exploration	None	60% JV interest with Newmont (40%)
Black Fox North	Black River-Matheson	50 Unpatented claims	1608 / 651	Exploration	None	100% McEwen Mining

Table of Contents The location of our significant production, advanced-stage and exploration properties is shown below:

Table of Contents SEGMENT: UNITED STATES

The following map depicts the location of our major properties in the United States segment, including the Gold Bar mine and exploration properties which are fully owned by us or subject to joint venture agreements. The Gold Bar mine is located in the southern Roberts Creek Mountains along the prolific Battle Mountain-Eureka-Cortez gold trend in central Nevada. Approximately 25 miles northwest of the Gold Bar property is the Cortez gold mine owned by Nevada Gold Mines (Barrick Gold Corporation and Newmont Corporation joint venture), and 25 miles southeast is the producing Ruby Hill mine:

The following table summarizes the land position of our properties in Nevada as of December 31, 2022:


	****	Number of	****	Square
USA Mineral Property Interest		Claims		Miles
Gold Bar		3,016		97
Tonkin		1,390		45
Other Properties		994		32
Total United States Properties	****	5,400	****	174

Table of Contents

Production Properties

Gold Bar mine, Nevada (100% owned)

For detailed information on the Gold Bar mine production statistics and financial results, refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview and History

The Gold Bar mine is an open pit, oxide gold mine with a processing facility, heap leach pad and gold recovery plant. The mine is located primarily on public lands managed by the Nevada Bureau of Land Management. We commenced construction in November 2017 following receipt of the signed Record of Decision from the U.S. Environmental Protection Agency. The Gold Bar mine achieved commercial production on May 23, 2019. Mining occurs at the Pick and Ridge pits, as well as the Gold Bar South pit, where we received permitting on in April 2022 and began mining in December 2022.

The property is located within the Battle Mountain-Eureka-Cortez gold trend in Eureka County, Nevada. The property was previously mined from 1987 to 1994 by Atlas Precious Metals Inc.

Location and Access

The Gold Bar mine is located in the Southern Roberts Creek Mountains, in Eureka County, Nevada, approximately 30 miles northwest of the town of Eureka, Nevada, primarily in Township 22 North, Range 50 East (N39°48’16.5”; W116°21’09.65”). The mine site is accessed from US Highway 50 by travelling north on Robert’s Creek Road, an unimproved dirt road maintained by the Company. The mine area is approximately 15 miles from U.S. Highway 50.

Geology and Mineralization

The mine is located in the Battle Mountain-Eureka mineral belt in a large window of lower-plate carbonate rocks surrounded by upper-plate rocks. The lower-plate carbonates consist of (from oldest to youngest) an east-dipping section of Silurian Lone Mountain Dolomite, Devonian McColley Canyon Formation, Devonian Denay Formation, Devonian Devils Gate Limestone and siliceous Horse Canyon. Gold mineralization is hosted primarily in the Bartine Member of the McColley Canyon Formation, which consists of carbonate wackestones and packstones approximately 250 to 380 feet thick. Minor amounts of mineralization are found in the underlying dolomitic limestone Kobeh Member of the McColley Canyon Formation where it is adjacent to apparent feeder structures. The project is in an area with “Carlin-Type” sediment-hosted gold mineralization characteristics with typical associated alteration (decalcification, silicification).

At Ridge, extensive alteration (silicification) and gold mineralization occurs at surface and at depth proximal to three historical open pits. Drilling is ongoing to extend mineralization beyond the currently defined resource.

At Pick, strong alteration and gold mineralization is strata-bound in the Bartine member of the McColley Canyon Formation and controlled by high-angle north to northeast faults. Mineralization is typically associated with strong decalcification of the host limestone and local pods of remobilized carbon.

At Gold Bar South, oxide gold mineralization is stratigraphically hosted in the lower Devonian Horse Canyon overlying the Devonian Devils Gate Limestone. Mineralization occurs along the crest of a broad fold with higher-grade mineralization focused along the intersection of northwest and northeast faults. The alteration footprint significantly extends to the north and south of the deposit with future drilling planned to expand the current footprint.

Facilities and Infrastructure

Gold Bar mine construction began in November 2017 with key site facilities and infrastructure completed by the end of 2018. Commercial production was declared on May 23, 2019. The Gold Bar mine has well developed infrastructure including on-site power generation and transmission lines, water, natural gas and related supply utilities as well as buildings which support the operations and administration. The water supply for the Gold Bar mine and processing 38

Table of Contents facilities comes from production wells located approximately two miles southeast from the site and powered by a diesel generator. The mining of the open pits, carried out by a contractor, progressed during 2022. Mineralized material from the mine is transported to the crusher and conveyor system with the crushed and agglomerated material transported to the heap leach pad via an overland conveyor.

The mineralized material is stacked onto the heap using a radial stacker and then leached with a diluted cyanide solution to extract the precious metal values. The gold is then recovered from the pregnant solution in the carbon plant by adsorbing the dissolved gold onto activated carbon followed by desorption, electrowinning, retorting and smelting to recover the gold as a final doré product.

Exploration Activities

Exploration activities in 2022 included drilling 16,924 feet of core and reverse circulation (“RC”) drilling focused on targets around the Gold Bar mine, including near-mine extensions at Cabin North, Pick and potential extensions at the Atlas Pit. A concerted effort was placed on fieldwork and new target development in the Cabin South and Wall Fault Corridor areas. At Cabin South, we completed 12 shallow rotary air blast holes for a total of 990 feet, the results of which provided three intercepts in early 2023 that we are following up on with a phase one core drilling campaign. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for more details. With multiple near-surface targets identified, we expect to continue similar drilling around the Gold Bar mine in 2023.

Exploration Properties

Tonkin property (100% owned)

The Tonkin property represents our second largest holding within the Battle Mountain-Eureka Trend in Eureka County, Nevada with approximately 45 square miles of claims. The Tonkin property consists of the Tonkin deposit and the previously operating Tonkin mine.

From 1985 through 1989, the Tonkin mine produced approximately 30,000 ounces of gold utilizing an oxide heap leach and a separate ball mill involving bio-oxidation to treat refractory sulfide mineralized material. Due to cost escalation and recovery issues, the operation was shut down. The mine site is currently on care and maintenance, and we continue to advance the reclamation program. We also continue evaluation work with respect to the Tonkin deposit.

Other exploration properties

We hold other exploration stage properties throughout Nevada which are not considered material at this time.

SEGMENT: CANADA

The following map depicts the location of our major properties forming the Canada segment of our operations. The properties within the Canada segment are located in the well-established Timmins Gold Mining district in Northern Ontario, Canada. The segment consists of the Black Fox and Stock properties and various exploration and advanced stage properties (the “Fox Complex”), comprising 5,100 hectares of land packages intersecting nine miles of the Destor-Porcupine Fault, which is known as the ‘Golden Highway’. The Destor-Porcupine Fault has a total strike length of approximately 124 miles and hosts many of Ontario and Quebec’s prolific gold mines.

The Black Fox property includes the Black Fox mine and surrounding properties, including the advanced-stage Grey Fox property and Froome mine, the latter of which declared commercial production during the third quarter of 2021. The Stock property, the site of former Stock mine, is located approximately 17 miles from the Black Fox mine. The Stock property includes the Stock mill where mineralized material from the Froome mine is transported to and processed, and the Stock West advanced development project. In addition, the Canada segment includes other exploration properties such as Fuller, Davidson-Tisdale, Buffalo Ankerite and Paymaster. 39

Table of Contents The location of the various properties is shown below:

The following table summarizes the Canada land position of our company as of December 31, 2022:


		Number of		Number of		Square
Canada Mineral Property Interest		PINs^(1)^		Claims		Miles
Black Fox property		32		53		10
Stock property		25		108		10
Davidson-Tisdale		11		1		2
Fuller		4		—		1
Paymaster		15		—		1
Buffalo Ankerite		7		1		3
Total Canada Properties	****	94	****	163	****	27
(1)	Parcel Identification Number (“PIN”) is a unique number assigned to each automated parcel in the Ontario Land Registry.
---	---

Production Properties

Fox Complex, Canada (100% owned)

For detailed information on the Fox Complex production statistics and financial results, refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 40

Table of Contents Overview and History

We acquired the properties comprising the Fox Complex during 2017. These properties are located in the well-established Timmins Gold Mining district in Northern Ontario, Canada. Given the proximity to communities in a region with primary industries of mining and forestry, local supplies and services are easily available and can be delivered in a timely manner to our operations.

The Black Fox property includes the Froome mine, the Grey Fox deposit, as well as the Black Fox mine which is currently under care and maintenance. The Black Fox mine initially produced gold from 1997 to 2001, operated by Exall Resources Limited. Re-commissioned by Brigus Gold Corporation (“Brigus”), the mine restarted in early 2009. Primero Mining Corp. (“Primero”) acquired Brigus on March 5, 2014, and continued to operate the mine. We acquired the property on October 3, 2017 and continued commercial operations. During 2021, mining transitioned to the Froome mine where we have been operating since.

Our Stock property hosts the Stock mill and is the site of the former Stock mine previously operated until 2005 by St Andrews Goldfields. Exploration initiated by us in 2018 and continuing in 2022 has defined two mineralized zones at Stock East and Stock West, within a 2-mile mineralized trend along the Destor-Porcupine Fault.

The Fox Complex contains 118 parcels representing patents and leases and 163 unpatented mining claims totaling 27 square miles in mining rights, as well as 11 square miles in surface rights. All land parcels are located within the Beatty, Hislop, Stock, Bond, German, townships in the municipality of Black River-Matheson as well as within the Deloro, and Tisdale townships in the City of Timmins.

Location and Access

The Black Fox and Froome mines are located six miles east of Matheson, Ontario, and accessed directly from Highway 101 East. Matheson, in turn, is located approximately 45 miles east of Timmins, which has a commercial airport. Timmins is approximately 342 miles north of Toronto by air. The approximate coordinates of the Black Fox Mine are N48°32'2" and W80°20'2".

The Stock mill is located approximately 17 miles from the Black Fox and Froome mines. Mineralized material is trucked to the mill from the Froome mine and previously from the Black Fox mine before mining ceased. The approximate coordinates for the geographic center for the Stock property are N48°33'0" and W80°45'1".

Geology and Mineralization

All of our properties in the Timmins-Matheson region are located within the Archean aged, Abitibi greenstone belt. Gold mineralization at the Black Fox and Froome mines occurs in different geological environments within a complex system of structurally-prepared pathways (conduits) that host economic quantities of gold mineralization as: (1) free gold grains associated with shallow dipping quartz veins (aka ‘flats’) and stockworks within green carbonate and ankerite-altered ultramafic rocks; (2) gold associated with the development and distribution of pyrite, and (3) free gold carried within steeply dipping sigmoidal/sheared quartz veins.

Facilities and Infrastructure

The Black Fox property has well developed infrastructure including electricity, roads, water supply and high-speed internet access. There are seven fully serviced modular buildings supporting various functions of the underground mine, including a maintenance shop, warehouse, compressed air plant, backfill plant and water management facilities. Mineralized material from the Froome mine is transported to, and processed at, the Stock mill, which has a nominal processing capacity of 1,200 tonnes per day.

The primary water supply for the Black Fox property comes from an on-site fresh water well and water produced from dewatering activities. Current water supplies are adequate to sustain current and planned future operations. 41

Table of Contents The Stock property, the site of our Stock mill, also has well developed infrastructure including electricity, roads, water supply and high-speed internet access. Two buildings support security and administration of the mill. There is an assay lab and several other buildings to support operations and milling, including a hoist house, warehouse and maintenance shop, mine dry building, crusher and conveyor systems and the mill building itself. The site also houses various support structures including storage and generator buildings.

Underground Mine Development

Froome mine, Canada (100% Owned)

The Froome mine, which is part of the overall Fox Complex, is accessed from two declines from the bottom of the Black Fox pit and is situated approximately one-half mile west of the Black Fox mine. The mineralized material from Froome is hauled approximately 20 miles to the Stock mill, where it is processed. Based on the PEA announced on January 26, 2022 and effective December 31, 2021, the life of mine of the Froome mine is expected to total four years. Low cost, bulk mining will be used to bridge gold production and provide cash flow while we continue to drill and assess potential additional resources at the Black Fox property, Grey Fox, Stock and Lexam projects for future development towards expanded production.

Development of the underground access to the Froome mine was completed during 2021 and commercial production was achieved in Q3 2021. The Froome mine offers several benefits compared to the Black Fox mine such as a straighter, more efficient haulage route and wider, more consistent mineralization that is amenable to lower cost bulk mining methods. We are targeting an average annualized production rate of 40,000 - 45,000 gold equivalent ounces (“GEO”) from Froome over its life of mine.

Advanced-Stage Properties

Stock West, Canada (100% owned)

The Stock West project is located approximately one mile west of the historic Stock mine shaft and 0.6 mile southwest of the Stock mill. The Stock property is easily accessible via an access road from Highway 101 located approximately one mile to the south. The approximate coordinates for the geographic center for the Stock property are N48°33'0" and W80°45'1".

The Stock property is the site of the former Stock mine, which produced 137,000 ounces of gold from an underground operation between 1989 and 2005.

Exploration activities (primarily diamond drilling and geophysical surveys) were initiated at the Stock property in early 2018, and continued at a steady pace throughout 2019. These efforts led to growth of mineralized material at Stock East, and the discovery of a new source of potentially economic bulk mineralization known as Stock West sitting approximately 0.5 miles west of the existing mine workings. We resumed exploration at Stock West in late August 2020. In early 2021 and continuing into 2022, a diamond drill program totaling 94 holes and 107,375 feet (2022) were initiated in close proximity to the former producing Stock Mine which was designed to identify zones of mineralization meant to enhance the PEA for the Fox Complex, including for Stock West.

Grey Fox, Canada (100% owned)

The Grey Fox project is located 2.2 miles southeast of Black Fox mine and adjacent to Agnico Eagle’s former Hislop mine. Access is either by paved or well maintained, two-way, dirt roads. The approximate coordinates of Grey Fox are N48°30'20.0” and W80°18'20.0”.

An internal feasibility-level study completed on the Grey Fox project in early 2015 by Primero, recommended further development of the deposit. Further advanced project work continued until 2016, when Primero ceased all non-essential expenditures. 42

Table of Contents In 2021, we undertook a substantial surface exploration program of 185 holes and nearly 255,000 feet of core drilling that focused on the Stock and Grey Fox properties in support of a planned preliminary economic assessment. This was published in January 2022 as both NI 43-101 (PEA) and S-K 1300 Technical Reports (Initial Assessment). Diamond drilling operations at Grey Fox continued in 2022 with the primary goal being to identify new lenses of mineralization at two of the select zones (Gibson and Whiskey Jack) present at this project.

Exploration Properties

Other exploration properties acquired in connection with our acquisition of Lexam VG Gold Inc. in 2017 include Davidson-Tisdale, Fuller, Paymaster, and Buffalo Ankerite. No exploration work was performed at these properties in 2022.

SEGMENT: MEXICO

The following map depicts the location of our property forming the Mexico segment, of which the El Gallo mine and the advanced-stage Fenix Project are described in the sections below:

Table of Contents The following table summarizes the Company’s land position in Mexico as of December 31, 2022:


Mexico Mineral Property Interest		Number of Claims	Square Miles
Fenix Project (including the El Gallo mine)		45	204
Other Mexico properties		1	2
Total Mexico Properties	****	46	206

Mexico Properties

El Gallo mine, Mexico (100% owned)

For detailed information on the El Gallo mine production statistics and financial results, refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview and History

We own 100% of the El Gallo mine, originally known as the Magistral mine. The El Gallo mine was an open pit gold mine and heap leach operation that we operated from September 2012 to June 2018, when we ceased active mining. Residual leaching production and ongoing closure and reclamation activities continued through 2022.

The El Gallo mine consists of 8 square miles of concessions. Concession titles are granted under Mexican mining law. Mining concessions are subject to annual work requirements and payment of annual surface taxes that are assessed and levied on a semi-annual basis in accordance with Mexican law. An annual lease agreement for surface access to the El Gallo mine is currently in place.

Location and Access

The El Gallo mine and the surrounding properties are in northwestern Mexico in the western foothills of the Sierra Madre Occidental mountain range, within the State of Sinaloa in the Mocorito Municipality, approximately 60 miles by air northwest of Culiacan, the capital city of Sinaloa State. Access is by paved and well maintained, two-way dirt roads. The concession area is located approximately 20 miles by road from the village of Mocorito, approximately 30 miles from the town of Guamúchil. The approximate coordinates for the center of the district are longitude W107°51’ and latitude N25°38’.

Facilities and Infrastructure

The El Gallo mine has well-developed infrastructure including electricity, roads, water supply and high-speed internet access. There is a truck shop, a warehouse, a fuel depot, core logging facilities, an explosives magazine, heap leach pads, process ponds, an assay laboratory, a three-stage crushing plant, an adsorption-desorption-recovery (“ADR”) process plant with a sulfidation-acidification recovery (“SAR”) circuit added in the first quarter of 2018 and an administrative office. The laboratory is equipped to process all assay samples from the mine, core, chips and soil. The metallurgical lab is capable of determining cyanide leaching amenability and gold and silver recoveries of mineralized material amenable to cyanide leaching.

Advanced-Stage Properties

Fenix Project, Mexico (100% owned)

Overview and History

Two areas of interest located inside of our property are currently considered for the Fenix Project and are the basis of the resource estimate included in the feasibility study released on February 16, 2021. 44

Table of Contents The Fenix Project, which is currently under consideration but has not been approved for development, contemplates a two-phase development process. Phase 1 includes the reprocessing of material from the heap leach pad at the existing El Gallo mine, which we refer to as HLM. Phase 2 includes the processing of open pit silver mineralization from the nearby El Gallo Silver deposit, with our existing process plant.

The process plant is expected to use conventional and proven mineral processing and precious metals recovery technologies. Phase 1 is envisioned to have a throughput rate of 5,000 tonnes per day. During Phase 2, mineralized material from the El Gallo Silver deposit would be processed at a maximum of 3,250 tonnes per day. The difference in treatment rate is due to the finer grind sizes targeted, and the difference in grinding characteristics of the El Gallo Silver mineralized material.

Tailings produced during the operation would be stored in the mined-out Samaniego open pit at the El Gallo mine. As part of this process, tailings deposition would include a delivery system designed to maximize tailings consolidation and water recovery. Utilizing the in-pit tailings storage technology is expected to be cost effective and environmentally friendly as it would reduce the disturbance footprint and construction material, eliminate the construction of a tailings dam, recycle process water, and reduce closure obligations by removing the leach pad.

During 2019, we received an environmental permit approval for in-pit tailings storage in the Samaniego pit as well as approval for the process plant for Phase 1, which entails the construction of the Carbon-In-Leach (“CIL”) mill circuit. During 2022, we executed an agreement to purchase a secondhand gold processing plant and associated equipment for a purchase price of $2.8 million. This package includes substantially all of the major components required for Phase 1 of the Fenix Project, in addition to surplus equipment which can be sold or used at our other operations. This purchase is expected to materially reduce the estimated capital expenditure required in Phase 1 as contemplated by our feasibility study.

A decision to pursue the project remains under review.

Access and Location

The Fenix Project is located adjacent to the El Gallo mine and is similarly accessible.

Facilities and Infrastructure

In addition to the El Gallo mine infrastructure described above, which would support the Fenix Project if a positive production decision is made, we purchased a secondhand gold processing plant and associated equipment in September 2022, which includes substantially all of the major components contemplated in Phase 1 of our Fenix Project feasibility study. As of the end of 2022, this equipment was in the process of being mobilized from the Los Mochis port to the Fenix Project site. 45

Table of Contents SEGMENT: MCEWEN COPPER

Exploration Properties

Our McEwen Copper segment contains the Los Azules copper project in the province of San Juan, Argentina as well as the Elder Creek exploration property in the state of Nevada, United States.

The following map depicts the location of the Los Azules project. Los Azules is located in the Andean Copper Belt in Northern Argentina, which hosts many of the world’s largest copper deposits.

The following table summarizes the land position related to the McEwen Copper segment as of December 31, 2022:


	****	Number of	****	Square
McEwen Copper Mineral Property Interest		Claims		Miles
Los Azules project		21		126
Elder Creek exploration property		573		18
Other Argentina properties		17		180
Total McEwen Copper Properties	****	611	****	324

Table of Contents Los Azules Copper Project, Argentina (100% owned by McEwen Copper)

Overview and History

The Los Azules copper project is an advanced-stage porphyry copper exploration project located in the cordilleran region in the province of San Juan, Argentina near the border with Chile. In 1994, Minera Andes acquired lands in the southern portion of the Los Azules area. Over the years, additional exploration was performed by Minera Andes and other companies who owned adjacent properties around Los Azules. We acquired Minera Andes in January 2012.

The environmental baseline monitoring work continued as well as other works, which were identified as necessary to develop a conforming Environmental Impact Assessment (“EIA”) submission. The environmental work included the geological mapping of the tailings dam design.

Location and Access

The project is located at approximately S31^o^13’30” and W70^o^13’50” and abuts the border of Chile and Argentina. The elevation at the site ranges between 11,500 feet to 14,750 feet above sea level (“ASL”). A new low altitude access road (max. 11,155 feet ASL) was completed in early 2022, which has only one high mountain pass, and successfully used to extend our drilling season to May 2022. We share part of the new access road with other mining projects, including El Pachón (Glencore) and Altar (Sibanye-Stillwater and Aldebaran Resources). We expect the road will be further upgraded and adapted for winter operating conditions. In addition, work is being done on the initial access road, extending road widths, improving berms and primarily working on the switchback both in the Totora as well as the Cabeza de Leon passes to allow the passage of semi-trailer transport. It is anticipated that these efforts will result in safer operations, reduced costs and logistics efficiencies, in addition to providing year-round access to support our current phase of work on Los Azules.

Geology and Mineralization

The deposit is located within a copper porphyry belt that hosts some of the world’s largest copper mines. The upper part of the system consists of a barren leached cap, which is underlain by a high-grade secondary enrichment blanket. Primary mineralization below the secondary enrichment zone has been intersected in drilling up to a depth of more than 3,700 feet below surface.

Exploration Activities

During Q4/22, we completed 28,920 feet of diamond and sonic drilling, comprised substantially of diamond drilling in an effort to upgrade our existing mineral resource categorization through increasing our drill hole density. Geotechnical drilling was also completed during Q4/22 to facilitate mine design. Step out exploration activities during Q4/22 were performed to test for potential extensions to our mineral resource both laterally and at depth, and as a result of our current findings, deep diamond drilling is planned for 2023. Drilling is being conducted by established and well-recognized drilling contractors employing the local workforce.

Our study teams continued to work on an updated PEA to include all drill information, assay information and metallurgical testing of core obtained during the 2017, 2018 and 2022 exploration seasons. Work on trade-off studies related to power supply and the potential for renewables, mining methods and processing options, an updated glacier study, and initial geotechnical field of work for the design of the tailing and waste storage facilities were continued during the quarter. Hydro-geological holes have commenced and complement the works on the assessments of historical information and the re-establishment of existing water monitoring locations.

Hyperspectral scanning of all available core has been completed for new and historic core. Data from this initiative will ensure a refined and improved geological and resource model. By the end of Q4/22, over 220,000 feet of current and historical drilling has been scanned and processed. Hyperspectral data is expected to be used for geotechnical, metallurgical and resource modelling. 47

Table of Contents A preliminary optimization study was completed in Q1/22 using existing information and was further refined during the remainder of the year. The study focused on the following objectives: value improvement, scale and capital requirement optimization, reduction in complexity, risk minimization and to enable fast trade-off analysis of environmentally friendly and regenerative solutions. Currently, we are developing a scenario for Los Azules as an open pit mine that initially processes leachable copper content in a heap leach, with a solvent extraction and electrowinning (“SX/EW”) facility to produce LME Grade A copper cathodes for export or consumption in Argentina. This scenario would greatly reduce capital expenditures as compared to using concentrator technology, and in addition, would be more environmentally friendly due to a lower carbon footprint. The project design makes use of renewable energy, reduces overall complexity while still conceived as a long-life asset with upside opportunity further enhancing the life of mine and financial attractiveness.

Metallurgical studies continue, utilizing international certified laboratories as well as additional confirmation work with the Institute of Mining Investigations, part of the engineering faculty of the University of San Juan and our partners from Nuton, the Rio Tinto venture specialized in heap leaching of copper ore. Initial results show promising recoveries and reduced acid consumption for the scenario described above.

The preparation of the Exploitation Environmental Impact Report (“EIR”), the basis for environmental permitting in Argentina, has been awarded to Knight Piesold and the drafting of the report is underway and on track for presentation to San Juan authorities by April 2023.

Facilities and Infrastructure

As described above, construction was completed on a new access road that, together with continued improvements to both access roads, will provide year-round access to the project. As part of our ongoing involvement with local communities and entrepreneurs, local contractors are being sourced for our road improvements.

Elder Creek property

On October 24, 2022, McEwen Copper signed an agreement whereby Kennecott Exploration Company (“KEX”), a subsidiary of Rio Tinto, for KEX to earn a 60% interest in the Elder Creek property by investing $18 million over up to seven years (the “Expenditure Commitment”). If and when the Expenditure Commitment is completed, KEX and McEwen Copper will form an unincorporated 60:40 joint venture. 48

Table of Contents SEGMENT: MINERA SANTA CRUZ (“MSC”), ARGENTINA

The following map depicts the location in the northwest corner of the Deseado Massif region of the San José mine land package, which forms the Minera Santa Cruz segment. The land package surrounds Newmont’s Cerro Negro property and the San José mine is located approximately 12 miles north of the Cerro Negro mine.

Production Properties

San José mine, Argentina (49% owned)

For detailed information on the San José mine production statistics and financial results, refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview and History

The San José mine is an underground gold and silver mining operation located in Santa Cruz, Argentina. We acquired our interest in the San José mine in connection with our acquisition of Minera Andes in January 2012. The property is owned and operated under an option and joint venture agreement (“OJVA”) between Minera Andes (49%) and Hochschild (51%) in the name of MSC. The property was acquired by Minera Andes in 1997, followed by an extensive exploration program from 1997 to 2001, leading to the discovery of the Huevos Verdes and Saavedra West Zones. A feasibility study was completed in October 2005 under the direction of MSC and, following construction, commercial production was declared on January 1, 2008. 49

Table of Contents The mine is part of a larger property which covers a total area of approximately 1,004 sq. miles and consists of 141 mining concessions.

MSC has purchased the land and the corresponding occupation rights necessary to conduct its operations.

Location and Access

The San José property is in the province of Santa Cruz, Argentina, lying approximately between latitude S46°41’ and S46°47’ and longitude W70°17’ and W70°00’. The mine is 1,087 miles south-southwest of the city of Buenos Aires and 217 miles southwest of the Atlantic port city of Comodoro Rivadavia. The principal access route to the San José property is a paved highway from Comodoro Rivadavia followed by a 20 mile two-lane dirt road to the mine. Comodoro Rivadavia has regularly scheduled air services to Buenos Aires. The nearest town is Perito Moreno, which is approximately 19 miles west of the San José property.

Geology and Mineralization

The San José property is in the Deseado Massif, which consists of Paleozoic metamorphic basement rocks unconformably overlain by Middle to Upper Jurassic bimodal andesitic and rhyolitic volcanics and volcaniclastics. Cretaceous sediments and Tertiary to Quaternary basalts overlie the Jurassic volcanics. The Jurassic Bajo Pobre Formation is the main host of gold and silver vein mineralization at the mine. The formation is comprised of a lower andesite volcaniclastic unit and an upper andesite lava flow and has a maximum thickness of 394 ft. Mineralization in the San José area occurs as low sulfidation epithermal quartz veins, breccias and stockwork systems accompanying normal sinistral faults.

Facilities and Infrastructure

Infrastructure at the property consists of camp facilities that can accommodate up to approximately 1,100 personnel, a medical clinic, a security building, a maintenance shop, a laboratory, processing facilities, a mine and process facility warehouse, a surface tailings impoundment, support buildings and mine portals, a change house, a core warehouse, an administration building and offices. The laboratory is equipped to process all assays (core, chips and soil). MSC has installed a satellite-based telephone/data/internet communication system.

Electricity is provided by an 81-mile 132 kV electric transmission line, which connects the San José mine processing facility to the national power grid.

The San José mine is a ramp access underground mining operation.

ITEM 3. LEGAL PROCEEDING S

We are not currently subject to any material legal proceedings. To the best of our knowledge, no such proceeding is threatened, the results of which would have a material impact on our properties, results of operations, or financial condition. Nor, to the best of our knowledge, are any of our officers or directors involved in any legal proceedings in which we are an adverse party.

ITEM 4. MINE SAFETY DISCLOSURES

At McEwen Mining, safety is a core value, and we strive for superior performance. Our health and safety management system, which includes detailed standards and procedures for safe operations, addresses topics such as employee training, risk management, workplace inspection, emergency response, accident investigation and program auditing. Based on strong leadership and involvement from all levels of the organization, these programs and procedures form the cornerstone of safety at McEwen Mining, ensuring that employees are provided a safe and healthy environment and are intended to reduce workplace accidents, incidents and losses, comply with all mining-related regulations and provide support for both regulators and the industry to improve mine safety. 50

Table of Contents The operation of our Gold Bar mine is subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects our Gold Bar mine on a regular basis and may issue citations and orders when it believes a violation has occurred under the Mine Act. While we assign most of the mining operations at Gold Bar to an independent contractor, we may be considered an “operator” for purposes of the Mine Act and may be issued notices or citations if MSHA believes that we are responsible for violations.

We are required to report certain mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K, and that required information is included in Exhibit 95 filed with this report.

Table of Contents PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

On January 24, 2012, our common stock commenced trading on the NYSE and TSX under the symbol “MUX”, subsequent to the completion of the acquisition of Minera Andes. As of March 13, 2023, there were 47,427,584 **** shares of our common stock outstanding, which were held by approximately 3,000 stockholders of record.

Transfer Agent

Computershare Trust Company, N.A. is the transfer agent for our common stock. The principal office of Computershare is 250 Royall Street, Canton, Massachusetts, 02021 and its telephone number is (303) 262-0600. The transfer agent in Canada is Computershare Trust Company of Canada at 100 University Ave., 8th Floor, Toronto ON, M5J 2Y1 and its telephone number is 1-800-564-6253.

Performance Graph

The above graph compares our cumulative total shareholder return for the five years ended December 31, 2022, with (i) the NYSE Arca Gold Bugs Index, which is an index of companies involved in the gold industry and (ii) the NYSE Composite Index, which is a performance indicator of the overall stock market. The graph assumes a $100 investment on December 31, 2017, in our common stock and the two other stock market indices, and assumes the reinvestment of dividends, if any.

<br><br>
	December 31,
	2017		2018		2019		2020		2021		2022
McEwen Mining (MUX)	$	100	$	80	$	56	$	43	$	39	$	26
NYSE Arca Gold Bugs Index		100		84		126		156		135		119
NYSE Composite Index		100		89		109		113		134		119

ITEM 6. [RESERVED] 52

Table of Contents

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

This section of this Annual Report on Form 10-K generally discusses fiscal 2022 and 2021 items including our results of operations and financial condition, and year-to-year comparisons between 2022 and 2021 with a particular emphasis on 2022. In each case, we discuss factors that we believe have affected our operating results and financial condition and may do so in the future. For a discussion of our financial condition and results of operations for 2021 compared to 2020, please refer to Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 7, 2022.

Regarding properties and projects that are not in production, we provide some details of our plan of operation. This section provides information up to the date of filing this report.

The discussion contains financial performance measures that are not prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP” or “GAAP”). Each of the following is a non-GAAP measure: cash gross profit, cash costs, cash cost per ounce, all-in sustaining costs (“AISC”), all-in sustaining cost per ounce, average realized price per ounce, and liquid assets. These non-GAAP measures are used by management in running the business and we believe they provide useful information that can be used by investors to evaluate our performance and our ability to generate cash flows. These measures do not have standardized definitions and should not be relied upon in isolation or as a substitute for measures prepared in accordance with GAAP. Cash Costs equals Production Costs Applicable to Sales and is used interchangeably throughout the document. For a reconciliation of these non-GAAP measures to the amounts included in our Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 and to our Balance Sheets as of December 31, 2022 and 2021 and certain limitations inherent in such measures, please see the discussion under “Non-GAAP Financial Performance Measures”, beginning on page 70.

This discussion also includes references to advanced-stage properties, which are defined as properties for which advanced studies and reports have been completed indicating the presence of mineralized material or proven or probable reserves, or that have obtained or are in the process of obtaining the required permitting. Our designation of certain properties as “advanced-stage properties” should not suggest that we have or will have proven or probable reserves at those properties as defined by S-K 1300. This section provides information up to the date of the filing of this report.

The information in this section should be read in conjunction with our consolidated financial statements and the notes thereto included in this Annual Report on Form 10-K.

Throughout this Management’s Discussion and Analysis (“MDA”), the reporting periods for the three months ended on December 31, 2022 and December 31, 2021 are abbreviated as Q4/22 and Q4/21, the reporting for the years ended December 31, 2022 and 2021 are abbreviated as the full year 2022 and the full year 2021 respectively. All financial quarterly and other interim results are unaudited.

In addition, in this report, gold equivalent ounces (“GEO”) includes gold and silver ounces calculated based on a silver to gold ratio of 78:1 for Q1/22, 83:1 for Q2/22, 90:1 for Q3/22, and 85:1 for Q4/22. Beginning with Q2/19, we adopted a variable silver to gold ratio for reporting that approximates the average price during each fiscal quarter.

Table of Contents

Response to the COVID-19 Pandemic

We are continuing to closely monitor and respond, as possible, to the ongoing COVID-19 pandemic. As the situation continues to evolve, ensuring the health and safety of the Company’s employees and contractors is one of our top priorities.

The long-term impact of the COVID-19 pandemic on our results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak, variants of the COVID-19 virus, related advisories and restrictions and the success and acceptance of various vaccines, and other adverse effects caused (or contributed to) by pandemic, such as supply chain constraints, labor shortages and inflationary pressures. Management is actively monitoring the global situation and its effect on our financial condition, liquidity, operations, suppliers, industry and workforce.

In response to the need to protect our employees and our company, we formed our COVID-19 Task Team. The Task Team consists of management members from each operating site and office and has coordinated steps to prevent a wider spread of the virus, while exchanging information with associations, governments, and industry peers. We have implemented preventative measures to ensure a safe working environment for our employees and contractors and to prevent the spread of COVID-19 including facilitating access to vaccinations at our sites by coordinating with local health authorities and continue to maintain these systems and safety protocols through 2023.

Table of Contents Index to Management’s Discussion and Analysis:

	I
	Page
2022 and Q4/22 Operating and Financial Highlights	56
Selected Consolidated Financial and Operating Results	58
Consolidated Performance	58
Consolidated Financial Review	59
Liquidity and Capital Resources	60
Operations Review	61
U.S.A Segment	61
Gold Bar mine operating results	61
Exploration Activities - Nevada	62
Canada Segment	62
Fox Complex, Black Fox mine and Froome mine development	62
Froome Underground Mine Development	63
Exploration Activities - Fox Complex	63
Mexico Segment	64
El Gallo mine operating results	64
Advanced-Stage Properties - Fenix Project	65
MSC Segment, Argentina	66
MSC operating results	66
McEwen Copper Inc	67
Los Azules Project	68
Commitments and Contingencies	69
Non-GAAP Financial Performance Measures	70
Critical Accounting Estimates	75
Forward Looking Statements	77
Risk Factors Impacting Forward-Looking Statements	78

Table of Contents 2022 AND Q4/22 OPERATING AND FINANCIAL HIGHLIGHTS

Highlights for the year and quarter ended December 31, 2022 are summarized below and discussed further in the section entitled “Consolidated Performance”:

Corporate Developments

●	Mr. William (Bill) Shaver, P. Eng., who is currently serving on our Board of Directors, was appointed as Interim Chief Operating Officer of the Company on May 6, 2022.
●	Mr. Perry Ing, CA, CPA, CFA, who previously served as Chief Financial Officer of the Company from 2012 to 2015, was appointed as Interim Chief Financial Officer on May 6, 2022.
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●	In June and August 2022, we raised $41.9 million through private placement offerings for McEwen Copper Inc. (“McEwen Copper”). Rio Tinto, through its copper leaching technology venture Nuton LLC (“Nuton”), now owns 9.7% of McEwen Copper, as a result of its investment of $25.0 million. Nuton, as our collaborative partner, is testing the Los Azules copper mineralization to see if it can accelerate and increase copper recoveries using its proprietary technologies.
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●	In August 2022, we entered into a binding term sheet with Kennecott Exploration, a subsidiary of Rio Tinto, for an option to earn a 60% interest in the Elder Creek exploration project, by spending $18.0 million on exploration within seven years. On October 21, 2022, we signed the definitive Elder Creek option and joint venture agreement. Elder Creek is held by McEwen Copper and is located in Nevada.
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●	Subsequent to December 31, 2022, we announced the closing of an ARS $30 billion investment by FCA Argentina S.A., a subsidiary of Stellantis N.V. (“Stellantis”) to acquire shares of McEwen Copper in a two-part transaction that closed on February 24, 2023. The transaction consisted of: 1. Private placement of 2,850,000 common shares, and 2. Purchase of 1,250,000 common shares indirectly owned by McEwen Mining in a secondary sale. The proceeds of the private placement will be used to advance development of the Los Azules copper project in San Juan, Argentina, and for general corporate purposes. After the closing of the Transaction, McEwen Mining was separately compensated for the secondary sale by McEwen Copper in U.S. dollars. Subsequent to the transaction, the Stellantis companies and Nuton both hold approximately 14.2% of the outstanding shares of McEwen Copper, while McEwen Mining reduced its ownership to 51.9% of the outstanding shares.
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Operational Highlights

●	Production improved during Q4/22 compared to prior quarters in 2022. We produced 37,279 GEOs in Q4/22, including 19,417 attributable GEOs from the San José mine^(1)^, bringing our full year 2022 production to 133,300 GEOs, including 69,129 GEOs from the San José mine^(1)^. We met revised production guidance at our Gold Bar and San José mines and our production was slightly below our revised guidance at the Fox Complex. Our 2022 production compares to 40,153 GEOs produced in Q4/21 and 154,391 GEOs produced in full year 2021.
●	Decrease in GEO’s sold during 2022 over 2021. We sold 36,724 GEOs in Q4/22, including 19,278 attributable GEOs from the San José mine^(1)^, bringing our total sales in full year 2022 to 132,186 GEOs, including 68,360 attributable GEOs from the San José mine^(1)^. This compares to 40,184 GEOs sold in Q4/21 and 153,415 GEOs sold in full year 2021.
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●	Our Froome mine reached its 2022 mining tonnage target, stockpiling 120,000 tonnes of mineralized material at the end of 2022, ready for processing in 2023.
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●	Change in pastefill methodology at Froome mine lowered cash costs. Our operations optimized backfill and used waste rock for pastefill underground, reducing mining costs in 2022.
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●	Safety record improved at Fox Complex. We lowered our total recordable injury frequency rate (“TRIFR”) to 1 during 2022, below industry standard of 4.
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Table of Contents

●	At our Gold Bar mine, we addressed challenges related to carbonaceous ore impacting production during 2022. New deposits were identified, including Gold Bar South (“GBS”) which does not contain carbonaceous ore. In addition, GBS has a much lower waste stripping ratio, oxide mineralization with no carbonaceous material, and a higher average gold grade compared to currently mined areas at the Gold Bar mine. Our 2023 mine production is expected to be primarily from GBS. Additionally, we successfully transitioned to a new mining contractor within Q4/22 which is expected to drive improved production efficiencies in 2023.
●	Our Gold Bar mine reached a record safety milestone, operating for over 1,000 days without a lost-time incident.
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●	Operations at the San José mine remained consistent. Despite a slow start to 2022 due to COVID-19 impacts and mill availability, we met revised production guidance at the San José mine.
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Financial Highlights

●	We reported cash, cash equivalents and restricted cash of $43.6 million as at December 31, 2022, of which $36.8 million is to be used toward McEwen Copper for the advancement of the Los Azules Copper project.
●	On March 2, 2022, the Company closed the private placement offering of 1,450,000 flow-through common shares priced at $10.40 for gross proceeds of $15.1 million.
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●	We reported gross loss of $0.5 million and cash gross profit^(2)^ of $19.2 million for full year 2022 compared with gross loss of $6.5 million and cash gross profit^(2)^of $17.3 million for full year 2021.
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●	We reported a net loss of $81.1 million, or $1.71 per diluted share for full year 2022 compared with net loss of $56.7 million, or $1.25 per diluted share for full year 2021.
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Exploration and Mineral Resources and Reserves

●	Our exploration and advanced projects spend of $81.7 million in 2022 focused on advancing the Los Azules Copper Project in Argentina and expanding the resource base at the Stock West deposit within the Fox Complex and at the Gold Bar mine.
●	At Los Azules, our drill program focused on increasing drill hole density to upgrade our copper mineral resource classification to measured and indicated and to better understand the payback pit design; providing metallurgical, hydrological and geotechnical data to support mine design; and testing potential extensions of the copper resource to the north, south and at depth. We ended the 2022 year with 6 drill rigs on site, adding 3 more in early 2023. We continue to work on updating our PEA for the Los Azules project and expect to publish results in early Q2/23.
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●	On January 26, 2022, we announced a PEA for the Fox Complex effective December 31, 2021. The PEA estimates positive economics for an expansion project, where subsequent to the depletion of Froome mine, production could continue for another 9 years at an average production of 80,800 oz gold per year. Overall, the PEA estimates an IRR of 21% at a gold price of $1,650/oz, at average cash costs and AISC of $769/oz and $1,246/oz, respectively.
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●	During 2022, we concentrated on resource delineation and exploration expansion at both our Stock and Grey Fox properties, drilling a total of 181,145 feet at the Fox Complex. At our Stock property, the principal aim of the diamond drilling during 2022 was to enhance our PEA by identifying additional resources in proximity to the proposed ramp to Stock West.
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●	During 2022, exploration activities at the Gold Bar mine were primarily focused on field activities and target development with RC and core drilling at the Cabin North Pit, Atlas Pit, and Pick Pit for an aggregate of 16,924 feet. We also continued exploration activities on our Cabin South deposit, trenching approximately 3,550 feet and drilling 12 rotary air blast holes totaling 990 feet.
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(1)	At our 49% attributable interest.
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(2)	As used here and elsewhere in this report, this is a Non-GAAP financial performance measure. See “Non-GAAP Financial Performance Measures” beginning on page 70.
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Table of Contents SELECTED CONSOLIDATED FINANCIAL AND OPERATING RESULTS

The following tables present selected financial and operating results of our company for the three months ended December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021, and 2020:


		Three months ended December 31,				Year ended December 31,
		2022		2021		2022		2021		2020
		(in thousands, except per share)
Revenue from gold and silver sales^(1)^		$	28,240	$	34,966	$	110,417	$	136,541	$	104,789
Production costs applicable to sales		$	(20,321)	$	(33,742)	$	(91,260)	$	(119,223)	$	(108,827)
Loss before income and mining taxes		$	(34,937)	$	(24,465)	$	(80,288)	$	(64,199)	$	(153,715)
Net loss		$	(37,364)	$	(20,856)	$	(81,076)	$	(56,712)	$	(152,325)
Net loss per share		$	(0.79)	$	(0.46)	$	(1.71)	$	(1.25)	$	(3.78)
Cash used in operating activities		$	(8,057)	$	(1,147)	$	(58,609)	$	(20,223)	$	(27,873)
Cash additions to mineral property interests and plant and equipment		$	(7,047)	$	(6,405)	$	(24,187)	$	(34,888)	$	(13,373)
(1)	Excludes revenue from the San José mine, which is accounted for under the equity method.
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		Three months ended December 31,				Year ended December 31,
		2022		2021		2022		2021		2020
		(in thousands, except per ounce)
Produced - gold equivalent ounces^(1)^			37.3		40.2		133.3		154.4		114.8
100% owned operations			17.9		20.0		64.2		77.6		60.3
San José mine (49% attributable)			19.4		20.2		69.1		76.8		54.5
Sold - gold equivalent ounces^(1)^			36.7		40.2		132.2		153.4		115.6
100% owned operations			17.4		19.9		63.8		77.3		60.7
San José mine (49% attributable)			19.3		20.3		68.4		76.1		54.9
Average realized price ($/GEO)^(2)(3)^		$	1,674	$	1,806	$	1,788	$	1,803	$	1,771
P.M. Fix Gold ($/oz)^(4)^		$	1,726	$	1,795	$	1,800	$	1,799	$	1,735
Cash cost per ounce ($/GEO):^(2)^
100% owned operations		$	1,112	$	1,601	$	1,276	$	1,453	$	1,772
San José mine (49% attributable)		$	1,321	$	1,708	$	1,306	$	1,262	$	1,233
AISC per ounce ($/GEO):^(2)^
100% owned operations		$	1,509	$	1,940	$	1,688	$	1,635	$	2,077
San José mine (49% attributable)		$	1,701	$	2,043	$	1,714	$	1,603	$	1,514
Cash gross profit (loss) ^(2)^		$	7,919	$	1,224	$	19,157	$	17,318		(4,038)
Gross profit (loss)		$	(288)	$	(5,898)	$	(544)	$	(6,481)		(26,948)
Silver : Gold ratio^(1)^			85 : 1		77 : 1		84 : 1		72 : 1		86 : 1
(1)	Silver production is presented as a gold equivalent; the silver to gold ratio used is 84:1 for 2022 and 72:1 for 2021 and 86:1 for 2020; 85:1 for Q4/22 and 77:1 for Q4/21.
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(2)	As used here and elsewhere in this report, this is a Non-GAAP financial performance measure. See “Non-GAAP Financial Performance Measures” beginning on page 70.
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(3)	On sales from 100% owned operations only, excluding streaming arrangement.
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(4)	Average for the quarter or year as presented.
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CONSOLIDATED PERFORMANCE

For the year ended December 31, 2022, we reported a net loss of $81.1 million (or $1.71 per share) compared to a net loss of $56.7 million (or $1.25 per share) for the year ended December 31, 2021. The current net loss includes $81.7 million of expenditures on exploration activities and advanced projects, of which $61.1 million was related to expenditures for the Los Azules project and $14.9 million on the continued exploration at our Canadian, US and Mexico operating sites. In addition, our revenues decreased by $26.1 million, driven by a 13.8% decrease in GEOs sold and a slightly lower average realized price compared to 2021. Partially offsetting these impacts were a $27.8 million decrease in our cost of sales as we improved our operating margins, and a $12.8 million improvement in the operating results of our attributable interest in MSC.

Cash gross profit of $19.2 million for 2022 increased by $1.9 million compared to a cash gross profit of $17.3 million in 58

Table of Contents 2021, driven by our improved operating margin despite decreases in production and revenue. See “Non-GAAP Financial Performance Measures” for a reconciliation to gross (loss) profit, which we consider to be the nearest GAAP measure*.*

Production from our 100% owned mines of 64,171 GEOs in full year 2022 decreased by 13,381 GEOs as compared to full year 2021. We had 39% lower production at our Gold Bar mine due to the impacts of carbonaceous ore and the transition to a new mining contractor, as well as lower residual leach production from the El Gallo mine as it ramps down. Production at the Fox Complex improved by 22% year over year, partially offsetting these decreases.

Our share of the San José mine production of 69,129 GEO in 2022 was 7,709 lower than in 2021. This decrease was attributable to lower processed tonnes due to COVID-19 impacts and mill availability issues in early 2022.

CONSOLIDATED FINANCIAL REVIEW

Year ended December 31, 2022, compared to 2021

Revenue from gold and silver sales in full year 2022 of $110.4 million decreased by 19% compared to full year 2021. This decrease was driven by lower sales of 13,478 GEOs from our 100% owned mines in 2022 compared to 2021 as well as a slightly lower average realized price of $1,788 per GEO or a $15 per GEO decrease compared to 2021. The decrease in GEOs sold for the full year 2022 consists of an increase of 6,377 GEOs sold from the Black Fox mine, a decrease of 17,043 GEOs sold from the Gold Bar mine, and a decrease of 2,812 GEOs sold from the El Gallo mine.

Production costs applicable to sales in full year 2022 decreased by 23% to $91.3 million compared to full year 2021. The decrease was partially due to lower sales, as well as improved operational efficiencies resulting in margin improvements at both our Gold Bar and Froome mines.

Advanced projects of $66.7 million in full year 2022 increased by $54.3 million compared to full year 2021. We spent $61.2 million at our Los Azules project in Argentina, continuing to advance our project to feasibility. Expenditures included in advanced projects also related to the construction of the Gold Bar South haul road in Nevada.

Exploration costs of $15.0 million in full year 2022 decreased by $7.6 million compared to full year 2021. Exploration activities decreased in 2022, as we limited our spending to funding received from our flow-through share issuances closed in December 2020 and March 2022. Flow-through funds are being used to expand high potential target areas at our Fox Complex and exploration activities are expected to continue through the end of 2023.

General and administrative of $11.9 million in full year 2022 increased slightly by $0.5 million compared to full year 2021, due to higher insurance premiums, corporate fees and other employee costs.

Gain from investment in MSC of $2.8 million in full year 2022 represents a $10.3 million improvement from the $7.5 million loss recognized in 2021. The gain from investment in MSC includes the amortization of fair value increments arising from the initial purchase price allocation and its related income tax recovery. This is discussed further in Note 9 to the Consolidated Financial Statements.

Revision of estimates and accretion of reclamation and remediation obligations of $3.3 million in full year 2022, decreased by $0.2 million from full year 2021. This year over year decrease was driven by cost estimate updates for our properties in Nevada. This is discussed further in Note 12 to the Consolidated Financial Statements.

Other income was $22.9 million for 2022 compared to $6.3 million for 2021. Other income in 2022 includes realized gains from our Blue Chip Swap transactions*.* This is discussed further in Notes 4 and 5 to the Consolidated Financial Statements.

Income and mining tax expense of $5.8 million for 2022 increased by $13.1 million from the $7.3 million recovery recognized in 2021. The increase in tax expense was primarily due to the taxable gains in Argentine entities partly offset by flow-through share premium amortization and by a change in the valuation allowance mainly caused by the fluctuating Argentine and Mexican pesos against the U.S. dollar, causing fluctuations to the Company’s deferred tax liabilities denominated in the respective foreign currency. 59

Table of Contents LIQUIDITY AND CAPITAL RESOURCES

Our cash and cash equivalents balance as at December 31, 2022 of $43.6 million decreased by $17.1 million from $60.6 million as at December 31, 2021. The decrease in cash and cash equivalents for the year ended December 31, 2022 was primarily driven by our increased exploration and advanced project expenditures of $29.1 million as well as additions to our mineral property, plant, and equipment of $8.1 million, which were partially offset by forward gold sales and an increase in liabilities, as well as our equity and debt financings in 2022.

Cash used in investing activities of $23.9 million in 2022 decreased slightly from $24.6 million from 2021. Our additions to mineral property interests, plant and equipment were lower by $10.7 million due to lower capital development required at the Froome mine. This was largely offset by a decrease of $9.5 million in dividends received from MSC during 2022 as a result of commodity price and production impacts at MSC.

Cash provided by financing activities provided $65.5 million in 2022 compared to $81.0 million in 2021. Cash provided by financing activities were derived from three primary sources during 2022: private placements related to McEwen Copper to support the continued development of Los Azules; a flow-through share sale; and a loan received from Evanachan Limited, a related party.

We closed two tranches of our private placement offering for McEwen Copper during June and August 2022, receiving gross proceeds of $41.9 million and net proceeds of $41.3 million. The proceeds received from the private placements will be used to advance the Los Azules project in Argentina.

In March 2022, the Company closed a private placement totaling $14.4 million (gross proceeds of $15.5 million) from the issuance of Canadian Development Expenditures (“CDE”) flow-through shares. We are required to spend the flow-through share proceeds on CDE flow-through eligible expenditures as defined by subsection 66.2(5) of the Income Tax Act (Canada). For more details on our flow-through share financing, refer to Note 13 to the Consolidated Financial Statements, Shareholders’ Equity.

In addition, during March 2022, the Company issued into a $15 million Promissory Note to Evanachan Limited maturing on September 30, 2025. The Promissory Note bears interest of 8% payable monthly in arrears and can be repaid by the Company at any time without penalty. The proceeds of the Promissory Note were used for working capital purposes.

Working capital as at December 31, 2022 of ($2.5) million decreased by $35.2 million over 2022. The change in working capital is primarily attributable to the decrease in cash and cash equivalents as discussed above, an increase in our current debt payable of $10.0 million and current contract liabilities of $6.2 million.

Subsequent to December 31, 2022, the Company and its subsidiary McEwen Copper completed two transactions that substantially improved the working capital position of each entity and entered into two binding letters of intent (“LOIs”) that, if completed, would further enhance each entities’ liquidity and capital position.

On February 23, 2023, the Company and McEwen Copper announced the closing of an ARS $30.0 billion investment by FCA Argentina S.A., a subsidiary of Stellantis N.V. (“Stellantis”) to acquire shares of McEwen Copper in a two-part transaction that closed on February 23, 2023. The transaction consisted of: 1. Private placement of 2,850,000 common shares, and 2. Purchase of 1,250,000 common shares indirectly owned by McEwen Mining in a secondary sale. The proceeds of the private placement will be used to advance development of the Los Azules copper project in San Juan, Argentina, and for general corporate purposes.

Also on March 9, 2023, McEwen Copper and Nuton LLC, a current shareholder of McEwen Copper and subsidiary of Rio Tinto (“Nuton”), consummated the agreement pursuant to which Nuton exercised its preemptive rights under an existing shareholder agreement and agreed to purchase 350,000 shares of McEwen Copper common stock directly from McEwen Copper for aggregate proceeds of $6.6 million. On the same date, Nuton and the Company consummated the agreement pursuant to which Nuton purchased 1,250,000 shares of McEwen Copper common stock from the Company through its subsidiary for an aggregate purchase price of $23.4 million. 60

Table of Contents Upon consummation of each of the Nuton transactions discussed above, the Company owns 51.9% of McEwen Copper common stock on a fully diluted basis, and each of Nuton and Stellantis own 14.2%.

Funds received by McEwen Copper are expected to be used to advance the Los Azules project, while funds received by the Company are expected to be used to repay third-party debt as well as for general corporate purposes. The Company believes that it has sufficient liquidity along with funds generated from ongoing operations to fund anticipated cash requirements for operations, capital expenditures and working capital purposes for the next 12 months.

OPERATIONS REVIEW

United States Segment

The United States segment is comprised of the Gold Bar mine and our exploration properties in the State of Nevada.

Gold Bar mine

The following table sets out operating results for the Gold Bar mine for the three months ended December 31,2022 and 2021 and year ended December 31, 2022, compared to 2021 and 2020:


		Three months ended December 31,				Year ended December 31,
		2022			2021	2022		2021		2020
Operating Results		(in thousands, unless otherwise indicated)
Mined mineralized material (t)			87		511		1,382		2,227		1,072
Average grade (g/t Au)			** 0.49**		0.39		0.65		0.63		0.72
Processed mineralized material (t)			140		529		1,336		2,296		1,164
Average grade (g/t Au)			** 0.64**		0.41		0.67		0.64		0.69
Gold ounces:
Produced			7.9		10.0		26.6		43.9		27.9
Sold			8.0		10.1		26.8		43.9		27.8
Silver ounces:
Produced			0.1		0.1		0.7		1.1		0.7
Sold			—		—		0.6		—		0.6
Gold equivalent ounces:
Produced			8.0		10.0		26.6		43.9		27.9
Sold			8.0		10.1		26.8		43.9		27.8
Revenue from gold and silver sales		$	13,592	$	18,286	$	47,926	$	79,205	$	48,884
Cash costs^(1)^		$	8,666	$	20,615	$	43,500	$	73,991	$	58,465
Cash cost per ounce ($/GEO)^(1)^		$	1,083	$	2,038	$	1,622	$	1,687	$	2,106
All‑in sustaining costs^(1)^		$	11,156	$	21,286	$	53,328	$	76,870	$	68,272
AISC per ounce ($/GEO)^(1)^		$	1,395	$	2,104	$	1,989	$	1,753	$	2,459
Silver : gold ratio			85 : 1		77 : 1		84 : 1		72 : 1		86 : 1
(1)	As used here and elsewhere in this report, this is a Non-GAAP financial performance measure. Cash costs for the Company’s 100% owned operations equal Production costs applicable to sales. See “Non-GAAP Financial Performance Measures” beginning on page 70 for additional information.
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2022 compared to 2021

The Gold Bar mine produced 7,943 and 26,619 GEOs in Q4/22 and the full year 2022, respectively. This represents a 20% and 39% decrease from the 9,965 and 43,849 GEOs produced in Q4/21 and the full year 2021, respectively. The decrease was primarily driven by lower tonnes mined and processed, due to the presence of carbonaceous ore mined in Q2/22 and Q3/22 which was classified as waste. During Q4/22, mining activities also slowed during a transition period while we mobilized a new mining contractor.

Revenue from gold and silver sales was $13.6 million in Q4/22 compared to $18.3 million in Q4/21. The decrease in revenue was due to a decrease in GEOs sold during Q4/22 together with a lower average realized gold price ($1,642 per GEO in Q4/22 compared with $1,806 per GEO in Q4/21). Revenue from gold and silver sales was $47.9 million for the 61

Table of Contents full year 2022 compared to $79.2 million for the full year 2021, with the decrease driven by both lower volumes sold and lower gold prices.

Production costs applicable to sales were $8.7 million in Q4/22 compared to $20.6 million in Q4/21. The decrease is due to lower sales as described above, in addition to lower costs realized while awaiting the mobilization of a new mining contractor at the end of Q4/22. Production costs applicable to sales were $43.5 million for full year 2022, compared to $74.0 million for the full year 2021. A higher proportion of operational costs were in respect of development capital during 2022 in respect of managing carbonaceous ore.

Cash cost and AISC per GEO sold were $1,083 and $1,395 in Q4/22 respectively compared to $2,038 and $2,104 in Q4/21 respectively. The decrease in cash cost per ounce was lower due to reduced contract mining costs coupled with lower ounces sold. AISC was lower as a result of lower production costs and lower sustaining exploration costs.

Cash cost and AISC per GEO sold were $1,622 and $1,989 for full year 2022 respectively compared to $1,687 and $1,753 for full year 2021 respectively. The year-over-year decrease in cash costs was primarily a result of reduced contract mining costs. AISC for full year 2022 was higher due to higher capital spend such as reclamation activity, capital exploration, plant and equipment, and securing environmental credits for the Gold Bar South project.

Exploration Activities – Nevada

In Q4/22 activities were focused on the Cabin South deposit, where we trenched approximately 3,550 feet and drilled 12 shallow RAB drill holes for a total of 990 feet. Positive results on three of these holes were received in early 2023 and we are planning a phase one drill program to expand on interesting intercepts. This compares with Q4/21 core drilling of 3,684 ft at the Cabin North and Pick Pits.

For 2022, exploration activities were primarily focused on field activities and target development with RC and core drilling at the Cabin North Pit, Atlas Pit, and Pick Pit for an aggregate of 16,924 feet. This compares to 2021 RC and core drilling of 27,698 feet at the Pick Pit, Atlas Pit, North Ridge deposit, and Tonkin property.

Aggressive drill programs are planned in 2023 at numerous exploration targets with the primary focus on oxide targets within the existing Gold Bar Mine Plan of Operations (“MPO”). Additional targets within and outside of the MPO will be tested to determine the potential for large, high-grade mineralized zones.

Canada Segmen t

The Canada segment is comprised of the Fox Complex properties, which includes the Black Fox mine, currently on care and maintenance; our currently operating Froome underground mine; the Grey Fox and Stock West advanced-stage projects; the Stock mill; and a number of exploration properties located near the city of Timmins, Ontario, Canada.

Fox Complex

On January 26, 2022, we announced the results of our PEA on the Fox Complex, effective December 31, 2021. The PEA estimates positive economics for our expansion project at the Fox Complex, where after depletion of Froome, production could continue for another 9 years, at an average production of 80,800 gold ounces per year. Overall, we predict an IRR 62

Table of Contents of 21% at a gold price of $1,650/oz, at average cash costs and AISC of $769/oz and $1,246/oz, respectively. We continue to review opportunities to shorten the payback period of the Fox Complex.

The following table sets out operating results for the Fox Complex mines for the three months ended December 31, 2022 and 2021, and the years ended December 31, 2022, 2021, and 2020:


		Three months ended December 31,				Year ended December 31,
		2022		2021		2022		2021		2020
Operating Results			(in thousands, unless otherwise indicated)
Mined mineralized material (t)			95		122		419		307		200
Average grade (g/t Au)			** 3.33**		3.05		3.49		3.38		3.51
Processed mineralized material (t)			88		92		345		303		235
Average grade (g/t Au)			** 3.74**		3.41		3.77		3.24		3.19
Gold equivalent ounces:
Produced			9.9		9.5		36.7		30.0		24.4
Sold			9.4		9.2		36.1		29.7		24.8
Revenue from gold and silver sales		$	14,648	$	15,738	$	60,848	$	50,704	$	41,452
Cash costs^(1)^		$	10,742	$	10,339	$	36,845	$	32,961	$	34,639
Cash cost per ounce ($/GEO)^(1)^		$	1,137	$	1,122	$	1,020	$	1,108	$	1,397
All‑in sustaining costs^(1)^		$	15,169	$	16,221	$	52,912	$	43,457	$	40,904
AISC per ounce ($/GEO)^(1)^		$	1,606	$	1,760	$	1,465	$	1,461	$	1,650
Silver : gold ratio			85 : 1		77 : 1		84 : 1		72 : 1		86 : 1
(1)	As used here and elsewhere in this report, this is a Non-GAAP financial performance measure. Cash costs for the Company’s 100% owned operations equal Production costs applicable to sales. See “Non-GAAP Financial Performance Measures” beginning on page 70 for additional information.
---	---

2022 compared to 2021

The Froome mine produced 9,869 and 36,652 GEOs in Q4/22 and full year 2022, respectively. This represents a 4% change and a 22% increase from the 9,458 and 30,016 GEOs produced in Q4/21 and full year 2021, respectively. We wound down production from the Black Fox mine during 2021 and began production from the Froome mine in Q4/21, which improved the Fox Complex production profile for 2022.

Revenue from gold and silver sales was $14.6 million in Q4/22 compared to $15.7 million in Q4/21. The decrease was primarily due to a lower average realized gold price per ounce ($1,674/oz gold in Q4/22 compared with $1,806/oz gold in Q4/21). Revenue from gold and silver sales was $60.8 million for full year 2022 compared to $50.7 million for full year 2021, driven by higher ounces sold and slightly offset by lower realized prices.

Production costs applicable to sales were $10.7 million and $37.0 million in Q4/22 and full year 2022, respectively, compared to $10.3 million and $33.0 million in Q4/21 and full year 2021, respectively. Production costs in Q4/22 were consistent with Q4/21. During 2022, we processed 14% more tonnes at lower cost as a result of productivity improvements compared with 2021.

Cash cost and AISC per GEO sold were $1,137 and $1,606 in Q4/22, respectively, compared to $1,122 and $1,760 in Q4/21, respectively. Cash cost per GEO sold in Q4/22 was consistent with Q4/21. The decrease in AISC per GEO sold in Q4/22 was primarily due to lower capitalized underground development associated with the mine plan.

For full year 2022, cash cost and AISC per GEO sold were $1,020 and $1,465, respectively compared to $1,108 and $1,461 for full year 2021. The decrease in cash cost per GEO sold was driven by mining and milling efficiency gains in 2022. AISC was similar year over year.

Exploration Activities

During 2022, we concentrated on resource delineation and exploration expansion at both our Stock and Grey Fox 63

Table of Contents properties. The principle aim of the diamond drilling was to enhance the initial PEA for Stock West by identifying additional resources in proximity to the proposed ramp to Stock West. As a result of our exploration results, longer term exploration targets were identified at Stock.

During Q4/22, we incurred $3.3 million in exploration expenses at Stock West and Grey Fox, which included 43,232 feet of diamond drilling over 28 holes (25 at the Stock property and 3 at Grey Fox) using 5 surface drill rigs. During full year 2022, we incurred $11.4 million in exploration expenses, completing 181,148 feet of drilling over 139 holes (125 holes at the Stock property and 14 at Grey Fox). We also completed scanning of diamond drill core using a hyperspectral scanning device; a total of 39,370 feet of core was scanned during Q4/22 for both the Stock and Grey Fox properties. All expenditures were considered flow-through expenditures.

Encouraging intercepts were drilled at the Fox Complex during Q4/22 including SM22-110, which returned an intercept of 6.5 g/t gold over 34.4 feet true width and is located just southwest of the proposed ramp system to Stock West, and S22-255W1, which returned 4 g/t gold over 32.8 feet true width and is located approximately 200 feet down plunge of the current Stock West resource. Drilling at Grey Fox successfully identified at least 4 new C-1 oriented vein systems at the Gibson zone. We are optimistic that these vein systems will continue in the southwest direction towards the historic Goldpost ramp which opens nearly 1,640 feet of generally untested ground for additional drilling.

Mexico Segment

The Mexico segment includes the El Gallo mine and the related advanced-stage Fenix Project, both located in Sinaloa state.

El Gallo mine

Activities at the El Gallo mine in 2022 were limited to residual leaching as part of closure and reclamation plans.

The following table summarizes certain operating results at the El Gallo mine for the three months ended December 31, 2022 and 2021, and for the years ended December 31, 2022, 2021, and 2020:


	Three months ended December 31,				Year ended December 31,
	2022		2021		2022		2021		2020
Operating Results	(in thousands, unless otherwise indicated)
Gold ounces:
Produced		—		0.5		0.8		3.5		8.0
Sold		—		0.5		0.9		3.6		8.1
Silver ounces:
Produced		—		2.0		0.6		7.0		4.9
Sold		—		1.9		0.9		7.8		5.0
Gold equivalent ounces:
Produced		—		0.5		0.9		3.6		8.1
Sold		—		0.5		0.9		3.7		8.1
Revenue from gold and silver sales	$	—	$	942	$	1,643	$	6,632	$	14,453
Silver : gold ratio		85 : 1		77 : 1		84 : 1		72 : 1		86 : 1

Table of Contents Cash costs and All-in-sustaining costs

The residual leaching activities of the El Gallo mine ceased in Q3/22, and remaining costs are recognized as general and administrative expenses.

2022 compared to 2021

Production and revenue decreased in Q4/22 and full year 2022 compared to Q4/21 and full year 2021, as we ceased our residual heap leach operation.

Advanced-Stage Properties – Fenix Project

We announced on December 31, 2020 the results of a feasibility study for the development of our 100%-owned Fenix Project, which includes HLM at the El Gallo mine and the El Gallo Silver deposit.

The study envisions a 9.5-year mine life with an after-tax IRR of 28% at a commodity price of using $1,500/oz gold and $17/oz silver, with an estimated initial capital expenditure of $41.6 million for Phase 1 and $24 million for Phase 2. The project implementation is envisioned in two distinct phases: Phase 1 (years 1 to 6) - gold production from heap leach reprocessing, and Phase 2 (years 7 to 10) - silver production from open pit mining. The Fenix Project feasibility study was published on February 16, 2021 and is available on our website and SEDAR (www.sedar.com).

Key environmental permits for Phase 1 were received in 2019, including the approval for an in-pit tailings storage facility and process plant construction.

An agreement to purchase a second-hand gold processing plant and associated equipment was executed in September 2022 for a purchase price of $2.8 million. This package includes substantially all the major components required for Phase 1 of the anticipated Fenix Project as well as surplus items that can be sold or used at our other operations. This equipment purchase materially reduces the Phase 1 capital investment required which, for the process plant, was $25.3 million out of the $41.6 million total estimate in our Fenix Project feasibility study.

Multiple strategic alternatives continue to be evaluated for the project including financing options, lower capital costs, potential base metal evaluation and the possible divestiture of our Mexican business unit. No development decision has been made on the Fenix Project as we evaluate these alternatives.

Table of Contents MSC Segment , Argentina

The MSC segment is comprised of a 49% interest in the San José mine, located in Santa Cruz, Argentina.

MSC – Operating Results

The following table sets out operating results for the San José mine for the three months ended December 31, 2022 and 2021, and for the years ended December 31, 2022, 2021, and 2020 (on a 100% basis):


		Three months ended December 31,				Year ended December 31,
		2022		2021		2022		2021		2020
Operating Results		(in thousands, except otherwise indicated)
San José Mine—100% basis
Mined mineralized material (t)			150		144		555		532		400
Average grade mined (g/t)
Gold			5.0		5.7		5.0		5.4		5.7
Silver			320		358		345		353		389
Processed mineralized material (t)			153		143		507		539		401
Average grade processed (g/t)
Gold			5.4		5.8		5.6		5.5		5.6
Silver			332		346		369		344		357
Average recovery (%):
Gold			86.3		86.9		87.0		88.1		89.4
Silver			87.8		87.3		88.0		88.0		89.1
Gold ounces:
Produced			22.8		23.1		78.8		83.6		65.0
Sold			22.5		22.7		77.2		81.8		65.3
Silver ounces:
Produced			1,430		1,393		5,292		5,250		4,108
Sold			1,435		1,392		5,303		5,229		4,172
Gold equivalent ounces:
Produced			39.6		41.2		141.1		156.8		111.2
Sold			39.3		41.5		139.5		155.3		112.1
Revenue from gold and silver sales		$	77,890	$	76,065	$	254,698	$	271,863	$	219,020
Average realized price:
Gold ($/Au oz)		$	1,988	$	1,869	$	1,826	$	1,760	$	1,842
Silver ($/Ag oz)		$	23.16	$	24.12	$	21.45	$	24.45	$	23.67
Cash costs^(1)^		$	51,963	$	70,866	$	182,195	$	196,032	$	138,182
Cash cost per ounce ($/GEO)^(1)^		$	1,321	$	1,708	$	1,306	$	1,262	$	1,233
All‑in sustaining costs^(1)^		$	66,939	$	84,761	$	239,146	$	249,018	$	169,715
AISC per ounce ($/GEO)^(1)^		$	1,701	$	2,043	$	1,714	$	1,603	$	1,514
Silver : gold ratio			85 : 1		77 : 1		84 : 1		72 : 1		89 : 1
(1)	As used here and elsewhere in this report, this is a Non-GAAP financial performance measure. Cash costs for the Company’s 100% owned operations equal Production costs applicable to sales. See “Non-GAAP Financial Performance Measures” beginning on page 70 for additional information.
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The comparative analysis below compares the operating and financial results of MSC on a 100% basis.

2022 compared to 2021

GEOs produced decreased by 4% in Q4/22 compared to Q4/21, driven by lower gold and silver grades processed as well as lower recoveries. GEOs produced decreased by 10% in full year 2022, compared to full year 2021 primarily as a result of a 6% decrease in processed mineralized material and a 1% decrease in gold recovery. As previously discussed, production at the San José mine was impacted in early 2022 due to COVID-19 impacts and mill availability.

Revenue from gold and silver sales increased by 2% in Q4/22 compared to Q4/21 as a result of provisional sales adjustments on concentrate sales contributing to an increased average realized gold price per ounce over the comparative 66

Table of Contents period. Revenue decreased by 6% in full year 2022 compared to full year 2021, driven by lower GEOs sold in full year 2022 compared to full year 2021.

Cash costs per GEO in Q4/22 decreased by 23% compared to Q4/21, driven by $18.9 million lower production costs applicable to sales as a result of costs related to COVID-19 impacts in 2021. Cash costs per GEO in full year 2022 increased by 3% compared to full year 2021 as a result of lower GEOs sold as described above, and partially offset by $13.8 million lower production costs.

AISC per GEO in Q4/22 decreased by 17% compared to Q4/21. AISC per GEO for full year 2022 increased by 7% compared to full year 2021. Changes in AISC per GEO resulted largely from the same issues described in changes in cash costs per GEO, discussed above.

Investment in MSC

We recognized a gain of $5.3 million in full year 2022 attributable to our 49% share of operations from our investment in MSC, compared to a loss of $7.5 million recognized in full year 2021. MSC recognized higher net income in full year 2022 compared to full year 2021 primarily driven by a decrease in year over year current and deferred tax expenses.

MSC Dividend Distribution (49%)

We received $0.3 million in dividends from MSC for full year 2022, compared to $9.8 million received during 2021. The decrease in 2022 was predominately related to a significant decrease in metal prices compared to 2021. Additionally, the operation was impacted by COVID-19 and mill availability in Q1 2022 which have since been resolved.

McEwen Copper Inc.

We own a 68.1% interest in McEwen Copper Inc. (“McEwen Copper”), which owns a 100% interest in the Los Azules copper project in San Juan, Argentina, and the Elder Creek exploration project in Nevada, USA.

On August 23, 2021, McEwen Copper successfully closed the first tranche of the proposed $81.9 million private placement (the “Offering”), with a $40.0 million investment by Robert McEwen, Chairman and Chief Owner. A second tranche offering was closed on June 21, 2022, with a $10.0 million investment by the Victor Smorgon Group and $5 million from other investors, for total gross proceeds of $15.0 million. On August 31, 2022, a final tranche of $26.9 million was raised, with an investment by Nuton LLC, a Rio Tinto Venture, completing the Offering.

McEwen Copper continues to use the proceeds from the Offering to conduct exploration drilling, complete a new resource model, continue baseline monitoring for environmental permitting, continue community development and relations, and for other technical work partially focused on the publication of an updated PEA and to advance to Feasibility Study (“FS”) level of confidence. As described below, our team is continuing to work on an updated PEA on the Los Azules copper project targeting early Q2/23.

On October 21, 2022, McEwen Copper signed an agreement whereby Kennecott Exploration Company (“KEX”), a subsidiary of Rio Tinto, for KEX to earn a 60% interest in the Elder Creek property by investing $18 million over up to seven years (the “Expenditure Commitment”). If and when the Expenditure Commitment is completed, KEX and McEwen Copper will form an unincorporated 60:40 joint venture.

Subsequent to December 31, 2022, we announced the closing of an ARS $30.0 billion investment by FCA Argentina S.A., a subsidiary of Stellantis N.V. (“Stellantis”) to acquire shares of McEwen Copper in a two-part transaction that closed on February 24, 2023. The transaction consisted of: 1. Private placement of 2,850,000 common shares, and 2. Purchase of 1,250,000 common shares indirectly owned by McEwen Mining in a secondary sale. The proceeds of the private placement will be used to advance development of the Los Azules copper project in San Juan, Argentina, and for general corporate purposes. After the closing of the Transaction, McEwen Mining was separately compensated for the secondary sale by McEwen Copper in U.S. dollars. Subsequent to the transaction, the Stellantis companies and Nuton both hold 67

Table of Contents approximately 14.2% of the outstanding shares of McEwen Copper, while McEwen Mining reduced its ownership to 51.9% of the outstanding shares.

Los Azules, San Juan, Argentina

The Los Azules project is one of the world’s largest undeveloped open-pit copper porphyry deposits and is located in the Province of San Juan, Argentina. The total indicated and inferred resources were estimated at 6.9 and 13.1 billion lbs. of copper, respectively, as defined in our 2017 PEA. Since that time, extensive enterprise optimization work has been completed on potential larger scale, lower cost and lower carbon footprint options compared with the 2017 PEA.

McEwen Copper spent $28.2 million dollars in Q4/22 on the activities below:

Drilling Program

Several drilling contractors were secured for the 2022-2023 drilling season. We began mobilizing drill rigs in September 2022, with six rigs on site by year end and another three in early 2023. Drilling began in the first week of October 2022, when our exploration road reopened subsequent to seasonal closures.

The drilling program aims to:

Increase drill hole density in an effort to upgrade our copper mineral resource classification and better understand our payback pit design;
Provide metallurgical, hydrological and geotechnical data to facilitate mine design; and
Test for potential extensions of the resource to the north, south and at depth to determine how much larger the identified deposit could be.

Road Construction

A new low altitude access road (max. 11,155 feet ASL) was completed in 2022, which has only one high mountain pass and we share part of the road with other mining projects, including El Pachón (Glencore) and Altar (Stillwater-Sibanye and Aldebaran Resources). We expect the new road will be further upgraded and adapted for winter operating conditions. It was successfully used for demobilization and allowed the drilling season to be extended until May 2022. In addition, work is being done on the initial exploration access road, extending road widths, improving berms and primarily working on the switchback both in the Totora as well as the Cabeza de Leon passes to allow the passage of semi-trailer transport. As we advance, this will allow for safer operation and more cost and logistics efficiencies. It is anticipated that the two existing roads to the site will provide almost year-round access to adequately support the current phase of work.

Technical Studies

Our study teams continued to work on an updated PEA to include all available drill information, assay information and metallurgical testing of core obtained during the 2017, 2018 and 2022 exploration seasons. Work on trade-off studies related to power supply and the potential for renewables, mining methods and processing options, an updated glacier study, and initial geotechnical field of work for the design of the tailing and waste storage facilities were continued during the quarter. Hydro-geological holes have commenced and complement the works on the assessments of historical information and the re-establishment of existing water monitoring locations.

Hyperspectral scanning of all available core has been completed for new and historic core. Data from this initiative will ensure a refined and improved geological and resource model. By the end of Q4/22, over 220,000 feet of current and historic drilling has been scanned and processed. Hyperspectral data is expected to be used for geotechnical, metallurgical and resource modelling. 68

Table of Contents A preliminary optimization study was completed in Q1/22 using existing information and was further refined during the remainder of the year. The study focused on the following objectives: value improvement, scale and capital requirement optimization, reduction in complexity, risk minimization and to enable fast trade-off analysis of environmentally friendly and regenerative solutions. Currently, we are developing a scenario for Los Azules as an open pit mine that initially processes leachable copper content in a heap leach, with a solvent extraction and electrowinning (“SX/EW”) facility to produce LME Grade A copper cathodes for export or consumption in Argentina. This scenario is would greatly reduce capital expenditures as compared to using concentrator technology, and in addition, would be more environmentally friendly due to a lower carbon footprint. The project design makes use of renewable energy, reduces overall complexity while still conceived as a long-life asset with upside opportunity further enhancing the life of mine and financial attractiveness.

COMMITMENTS AND CONTINGENCIES

As of December 31, 2022, we have the following consolidated contractual obligations:


		Payments due by period
		2023		2024		2025		2026		Thereafter			Total
Mining and surface rights		$	1,555	$	1,401	$	607	$	600	$	52	$	4,215
Exploration - Los Azules			29,428		—		—		—		—		29,428
Exploration - Other			13,155		—		—		—		—		13,155
Reclamation costs^(1)^			12,815		1,400		1,744		3,068		32,821		51,849
Long-term debt			14,712		26,833		16,337		—		—		57,882
Lease obligations			1,572		689		272		147		—		2,680
Total		$	73,237	$	30,324	$	18,960	$	3,815	$	32,873	$	159,209
(1)	Amounts presented represent the undiscounted uninflated future payments.
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With respect to reclamation cost commitments disclosed above, we have surety bonds outstanding to provide bonding for our obligations in the United States and Canada. These surety bonds are available for draw down in the event we do not perform our reclamation obligations. If the bond is drawn, we would be obligated to reimburse the surety. When the specific reclamation requirements are met, the beneficiary of the surety bonds will cancel and/or return the instrument to the issuing entity. As of December 31, 2022, no additional liability has been recognized for our surety bonds of $39.4 million.

Lease obligations disclosed above include long term leases covering office space, exploration expenditures, option payments and option payments on properties.

Table of Contents NON-GAAP FINANCIAL PERFORMANCE M EASURES

We have included in this report certain non-GAAP performance measures as detailed below. In the gold mining industry, these are common performance measures but do not have any standardized meaning and are considered non-GAAP measures. We use these measures to evaluate our business on an ongoing basis and believe that, in addition to conventional measures prepared in accordance with GAAP, certain investors use such non-GAAP measures to evaluate our performance and ability to generate cash flow. We also report these measures to provide investors and analysts with useful information about our underlying costs of operations and clarity over our ability to finance operations. Accordingly, they are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. There are limitations associated with the use of such non-GAAP measures. We compensate for these limitations by relying primarily on our US GAAP results and using the non-GAAP measures supplementally.

The non-GAAP measures are presented for our wholly owned mines and our interest in the San José mine. The GAAP information used for the reconciliation to the non-GAAP measures for our minority interest in the San José mine may be found in Item 8. Financial Statements and Supplementary Data, Note 9, Investment in Minera Santa Cruz S.A. (“MSC”) – San José Mine. The amounts in the reconciliation tables labeled “49% basis” were derived by applying to each financial statement line item the ownership percentage interest used to arrive at our share of net income or loss during the period when applying the equity method of accounting. We do not control the interest in or operations of MSC and the presentations of assets and liabilities and revenues and expenses of MSC do not represent our legal claim to such items. The amount of cash we receive is based upon specific provisions of the Option and Joint Venture Agreement (“OJVA”) and varies depending on factors including the profitability of the operations.

The presentation of these measures, including the minority interest in the San José, has limitations as an analytical tool. Some of these limitations include:

●	The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not represent our legal claim to the assets and liabilities, or the revenues and expenses; and
●	Other companies in our industry may calculate their cash gross profit, cash costs, cash cost per ounce, all-in sustaining costs, all-in sustaining cost per ounce, average realized price per ounce, and liquid assets differently than we do, limiting the usefulness as a comparative measure.
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Cash Gross Profit

Cash gross profit is a non-GAAP financial measure and does not have any standardized meaning. We use cash gross profit to evaluate our operating performance and ability to generate cash flow from mining operations; we disclose cash gross profit or loss as we believe this measure provides valuable assistance to investors and analysts in evaluating our ability to finance our ongoing business and capital activities. The most directly comparable measure prepared in accordance with GAAP is gross profit or loss. Cash gross profit or loss is calculated by adding depletion and depreciation to gross profit or loss. 70

Table of Contents The following tables present a reconciliation of cash gross profit or loss to the most directly comparable GAAP measure, gross profit or loss:


		Year ended December 31, 2022
	****	Gold Bar		****	Fox Complex		****	El Gallo		****	Total (100% owned)
		(in thousands)
Gross profit (loss)		$	(311)		$	9,039		$	(9,272)		$	(544)
Add: Depreciation and depletion			4,737			14,964			—			19,701
Cash gross profit (loss)		$	4,426		$	24,003		$	(9,272)		$	19,157


	Three months ended December 31,					Year ended December 31,
	2022		****	2021		2022		****	2021		2020
	(in thousands)
San José mine cash gross profit (100% basis)
Gross profit (loss)	$	15,356		$	(6,327)	$	40,303		$	35,882	$	51,029
Add: Depreciation and depletion		10,571			11,527		32,200			39,948		29,809
Cash gross profit	$	25,927		$	5,200	$	72,503		$	75,830	$	80,838


	Year ended December 31, 2021
	Gold Bar		Fox Complex		El Gallo		Total (100% owned)
	(in thousands)
Gross (loss) profit	$	(3,287)	$	2,447	$	(5,640)	$	(6,480)
Add: Depreciation and depletion		8,502		15,296		—		23,798
Cash gross (loss) profit	$	5,215	$	17,743	$	(5,640)	$	17,318


	Year ended December 31, 2020
	Gold Bar		Fox Complex		El Gallo		Total (100% owned)
	(in thousands)
Gross (loss) profit	$	(21,366)	$	(4,070)	$	(1,512)	$	(26,948)
Add: Depreciation and depletion		11,785		10,883		242		22,910
Cash gross (loss) profit	$	(9,581)	$	6,813	$	(1,270)	$	(4,038)

Cash Costs and All-In Sustaining Costs

The terms cash costs, cash cost per ounce, all-in sustaining costs (“AISC”), and all-in sustaining cost per ounce used in this report are non-GAAP financial measures. We report these measures to provide additional information regarding operational efficiencies on an individual mine basis, and believe these measures provide investors and analysts with useful information about our underlying costs of operations.

Cash costs consist of mining, processing, on-site general and administrative expenses, community and permitting costs related to current operations, royalty costs, refining and treatment charges (for both doré and concentrate products), sales costs, export taxes and operational stripping costs, but exclude depreciation and amortization (non-cash items). The sum of these costs is divided by the corresponding gold equivalent ounces sold to determine a per ounce amount.

All-in sustaining costs consist of cash costs (as described above), plus accretion of retirement obligations and amortization of the asset retirement costs related to operating sites, environmental rehabilitation costs for mines with no reserves, sustaining exploration and development costs, sustaining capital expenditures and sustaining lease payments. Our all-in sustaining costs exclude the allocation of corporate general and administrative costs. The following is additional information regarding our all-in sustaining costs:

●	Sustaining operating costs represent expenditures incurred at current operations that are considered necessary to maintain current annual production at the mine site and include mine development costs and ongoing replacement of mine equipment and other capital facilities. Sustaining capital costs do not include costs of expanding the

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project that would result in improved productivity of the existing asset, increased existing capacity or extended useful life.
●	Sustaining exploration and development costs include expenditures incurred to sustain current operations and to replace reserves and/or resources extracted as part of the ongoing production. Exploration activity performed near-mine (brownfield) or new exploration projects (greenfield) are classified as non-sustaining.
---	---

The sum of all-in sustaining costs is divided by the corresponding gold equivalent ounces sold to determine a per ounce amount.

Costs excluded from cash costs and all-in sustaining costs, in addition to depreciation and depletion, are income and mining tax expenses, all corporate financing charges, costs related to business combinations, asset acquisitions and asset disposal, and any items that are deducted for the purpose of normalizing items.

The following tables reconcile these non-GAAP measures to the most directly comparable GAAP measure, production costs applicable to sales; the El Gallo mine results are excluded from this reconciliation for 2021 and 2020 as the economics of residual leaching operations are measured by incremental revenue exceeding incremental costs. Residual leaching costs for the year ended December 31, 2022 were $0.7 million compared to $9.3 million for the year ended in 2021. As a result, we have ceased using cash cost and all-in sustaining cost per gold equivalent ounce to evaluate the El Gallo mine on an ongoing basis and have therefore ceased disclosure of such metric:


		Three months ended December 31, 2022						Year ended December 31, 2022
		Gold Bar		Fox Complex		Total		Gold Bar		Fox Complex		Total
		(in thousands, except per ounce)						(in thousands, except per ounce)
Production costs applicable to sales - Cash costs (100% owned)		$	8,666	$	10,742	$	19,408	$	43,500	$	36,845	$	80,345
Mine site reclamation, accretion and amortization			218		—		218		1,654		—		1,654
In‑mine exploration			505		—		505		3,335		—		3,335
Capitalized underground mine development (sustaining)			—		4,317		4,317		—		15,448		15,448
Capital expenditures on plant and equipment (sustaining)			1,576		—		1,576		3,084		—		3,084
Sustaining leases			191		110		301		1,754		619		2,373
All ‑ in sustaining costs		$	11,156	$	15,169	$	26,325	$	53,327	$	52,912	$	106,239
Ounces sold, including stream (GEO)^(1)^			8.0		9.4		17.4		26.8		36.1		62.9
Cash cost per ounce ($/GEO sold)		$	1,083	$	1,137	$	1,112	$	1,622	$	1,020	$	1,276
AISC per ounce ($/GEO sold)		$	1,395	$	1,606	$	1,509	$	1,989	$	1,465	$	1,688
(1)	Total gold equivalent ounces sold for Q4/22 and 2022 is 36,724 and 132,186 respectively and includes gold equivalent ounces sold from 49% interest in MSC and 100% owned operating mines of 17,446 and 62,942, as disclosed above, and 0 and 883 gold equivalent ounces sold from the El Gallo mine for Q4/22 and 2022, respectively.
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	Three months ended December 31, 2021						Year ended December 31, 2021
	Gold Bar		Fox Complex		Total		Gold Bar		Fox Complex		Total
	(in thousands, except per ounce)						(in thousands, except per ounce)
Production costs applicable to sales - Cash costs (100% owned)	$	20,615	$	10,339	$	30,954	$	73,990	$	32,961	$	106,951
Mine site reclamation, accretion and amortization		167		152		320		651		906		1,557
In‑mine exploration		40		436		476		921		2,248		3,168
Capitalized underground mine development (sustaining)		—		4,969		4,969		—		5,771		5,771
Capital expenditures on plant and equipment (sustaining)		29		110		139		29		836		865
Sustaining leases		435		215		650		1,279		735		2,014
All‑in sustaining costs	$	21,286	$	16,221	$	37,507	$	76,870	$	43,456	$	120,326
Ounces sold, including stream (GEO)^(1)^		10.1		9.2		19.3		43.9		29.7		73.6
Cash cost per ounce ($/GEO sold)	$	2,038	$	1,122	$	1,601	$	1,687	$	1,108	$	1,453
AISC per ounce ($/GEO sold)	$	2,104	$	1,760	$	1,940	$	1,753	$	1,461	$	1,635


	Year ended December 31, 2020
	Gold Bar		Fox Complex		Total
	(in thousands, except ounces and per ounce)
Production costs applicable to sales - Cash costs (100% owned)	$	58,465	$	34,639	$	93,104
Mine site reclamation, accretion and amortization		1,223		414		1,637
In‑mine exploration		1,923		1,280		3,203
Capitalized underground mine development (sustaining)		—		3,646		3,646
Capital expenditures on plant and equipment (sustaining)		4,739		601		5,340
Sustaining leases		1,922		324		2,246
All‑in sustaining costs	$	68,272	$	40,904	$	109,176
Ounces sold, including stream (GEO)		27.8		24.8		52.6
Cash cost per ounce ($/GEO sold)	$	2,106	$	1,397	$	1,772
AISC per ounce ($/GEO sold)	$	2,459	$	1,650	$	2,077


	Three months ended December 31,				Year ended December 31,
	2022		2021		2022		2021		2020
San José mine cash costs (100% basis)	(in thousands, except per ounce)
Production costs applicable to sales - Cash costs	$	51,963	$	70,866	$	182,195	$	196,032	$	138,182
Mine site reclamation, accretion and amortization		111		118		400		451		635
Site exploration expenses	****	2,158		2,715		8,946		11,207		9,183
Capitalized underground mine development (sustaining)	****	10,201		9,509		37,959		27,548		16,782
Less: Depreciation		(499)		(647)		(1,990)		(1,971)		(1,184)
Capital expenditures (sustaining)	****	3,006		2,199		11,636		15,751		6,117
All ‑ in sustaining costs	$	66,939	$	84,761	$	239,146	$	249,018	$	169,715
Ounces sold (GEO)		39.3		41.5		139.5		155.3		112.1
Cash cost per ounce ($/GEO sold)	$	1,321	$	1,708	$	1,306	$	1,262	$	1,233
AISC per ounce ($/GEO sold)	$	1,701	$	2,043	$	1,714	$	1,603	$	1,514

Average realized prices

The term average realized price per ounce used in this report is also a non-GAAP financial measure. We prepare this measure to evaluate our performance against market (London P.M. Fix). Average realized price is calculated as gross sales of gold and silver, less streaming revenue, divided by the number of net ounces sold in the period, less ounces sold under the streaming agreement. 73

Table of Contents The following table reconciles this non-GAAP measure to the most directly comparable U.S. GAAP measure, revenue from gold and silver sales. Ounces of gold and silver sold for the San José mine are provided to us by MSC.


	Three months ended December 31,						Year ended December 31,
	2022		****	2021		****	2022		****	2021		****	2020
Average realized price - 100% owned	(in thousands, except per ounce)
Revenue from gold and silver sales	$	28,240		$	34,966		$	110,417		$	136,541		$	104,789
Less: revenue from gold sales, stream		512			413			1,748			1,309			1,194
Revenue from gold and silver sales, excluding stream	$	27,728		$	34,553		$	108,669		$	135,232		$	103,595
Gold equivalent ounces sold		17.4			19.9			63.8			77.3			60.6
Less: gold ounces sold, stream		0.9			0.7			3.0			2.3			2.1
Gold equivalent ounces sold, excluding stream		16.6			19.1			60.8			75.0			58.5
Average realized price per GEO sold, excluding stream	$	1,674		$	1,806		$	1,788		$	1,803		$	1,771


	Three months ended December 31,						Year ended December 31,
	2022		****	2021		****	2022		****	2021		****	2020
Average realized price - San José mine (100% basis)	(in thousands, except per ounce)
Gold sales	$	44,648		$	42,484		$	140,948		$	144,024		$	120,258
Silver sales		33,242			33,581			113,750			127,839			98,762
Gold and silver sales	$	77,890		$	76,065		$	254,698		$	271,863		$	219,020
Gold ounces sold	****	22.5			22.7			77.2			81.8			65.3
Silver ounces sold	****	1,435			1,392			5,303			5,229			4,172
Gold equivalent ounces sold	****	39.3			41.5			139.5			155.3			112.1
Average realized price per gold ounce sold	$	1,988		$	1,869		$	1,826		$	1,760		$	1,842
Average realized price per silver ounce sold	$	23.2		$	24.12		$	21.5		$	24.45		$	23.67
Average realized price per gold equivalent ounce sold	$	1,980		$	1,834		$	1,826		$	1,750		$	1,954

Liquid assets

The term liquid assets used in this report is also a non-GAAP financial measure. We report this measure to better understand our liquidity in each reporting period.

Liquid assets are calculated as the sum of the Balance Sheet line items of cash and cash equivalents, restricted cash and investments, plus ounces of doré held in precious metals inventories valued at the London PM Fix spot price at the corresponding period. The following table summarizes the calculation of liquid assets as of December 31, 2022 and 2021:


		December 31,
		2022		2021
		(in thousands)
Cash and cash equivalents		$	39,782	$	54,287
Restricted cash			3,797		6,347
Investments			1,295		1,806
Precious metals valued at market value ^(1)(2)^			1,982		1,018
Total liquid assets		$	46,856	$	63,458
(1)	As of December 31, 2022 and 2021 we held 1,100 and 560 gold equivalent ounces in inventory, valued at $1,800 and $1,799 per ounce, respectively, net of our streaming agreement.
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(2)	Precious metals valued at cost on December 31, 2022 and 2021 equals $2,119 and $1,819 respectively.
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CRITICAL ACCOUNTING ESTIMATES AND ACCOUNTING DEVELOPMENTS

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in conformity with US GAAP. The preparation of these statements requires that we make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. We base these estimates on historical experience and on assumptions that we consider reasonable under the circumstances; however, reported results could differ from those based on the current estimates under different assumptions or conditions. The summary of our significant accounting policies is detailed in Note 2 of the Consolidated Financial Statements.

We believe that significant areas requiring the use of management estimates and assumptions relate to environmental reclamation and closure obligations; asset useful lives utilized for depletion, depreciation, amortization and accretion calculations; the fair value of equity investments and asset groups used in impairment testing; recoverable gold in leach pad inventory; current and long-term inventory and mine development capitalization costs; the collectability of value added taxes receivable; fair values of assets and liabilities acquired in business combinations; reserves; valuation allowances for deferred tax assets; income and mining tax provisions and reserves for contingencies and litigation. There are other items within our financial statements that require estimation but are not deemed to be critical. However, changes in estimates used in these and other items could have a material impact on our financial statements. In the section below we identify estimates critical to the understanding of our financial condition and results of operations and that require the application of significant management judgment.

Asset Retirement Obligation, Reclamation and Remediation Costs: The Company records the fair value of a liability for an asset retirement obligation (“ARO”) in the period that it is incurred if a reasonable estimate of fair value can be made. The Company prepares estimates of the timing and amounts of expected cash flows when an ARO is incurred, which are updated to reflect changes in facts and circumstances. Estimation of the fair value of AROs requires significant judgment, including amount of cash flows, timing of reclamation, inflation rate and credit risk. Accrued reclamation and closure costs can represent a significant and variable liability on our balance sheet. The company has estimated its liabilities under appropriate accounting guidance and reviews its liabilities on at least an annual basis. However, the ranges of liability could exceed the liabilities recognized. If substantial damages were awarded, claims were settled, or remediation costs were incurred in excess of our accruals, our financial results or condition could be materially adversely affected.

Mineral Property Interests, Plant and Equipment and Mine Development Costs: The Company amortizes its mineral property interests, plant and equipment, and mine development costs using the most appropriate method, which includes the units-of-production method over the estimated life of the mine or ore body based on recoverable ounces to be mined from proven and probable reserves, or the straight-line method over the useful life. The accounting estimates related to amortization are critical accounting estimates because (1) the determination of reserves involves uncertainties with respect to the ultimate geology of its reserves and the assumptions used in determining the economic feasibility of mining those reserves and (2) changes in estimated proven and probable reserves and asset useful lives can have a material impact on net (loss) income.

Estimates regarding mine development capitalization costs involve the determination of proven and probable reserves.

Impairment of Long-lived Assets: The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Once it is determined that impairment exists, an impairment loss is measured as the amount by which the asset carrying value exceeds its fair value.

For asset groups where an impairment loss is determined using the discounted future net cash flows method or discounted future net cash flows method, future cash flows are estimated based on quantities of recoverable mineralized material, expected gold and silver prices (considering current and historical prices, trends and related factors), production levels, operating costs, capital requirements and reclamation costs, all based on life-of-mine plans. The term “recoverable mineralized material” refers to the estimated amount of gold or other commodities that will be obtained after considering losses during processing and treatment. The Company’s estimates of future cash flows are based on numerous assumptions and uncertainties. It is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold, silver and other commodity prices, production levels and costs of capital are each subject to significant risks and uncertainties. 75

Table of Contents Stockpiles, Material on Leach Pads, In-process Inventory, Precious Metals Inventory and Materials and Supplies: Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, an estimate of the contained metals (based on assay data) and the estimated metallurgical recovery rates. Costs are allocated to stockpiles based on current mining costs incurred including applicable overhead relating to mining operations.

Costs are attributed to the mineralized material on leach pads based on current mining costs incurred up to the point of placing the ore on the pad. Costs are removed from the leach pad inventory based on the average cost per estimated recoverable ounce of gold on the leach pad as the gold is recovered. The estimates of recoverable gold on the leach pads are calculated from the quantities of mineralized material placed on the leach pads (measured tonnes added to the leach pads), the grade of mineralized material placed on the leach pads (based on assay data) and a recovery percentage.

Although the quantities of recoverable gold placed on the leach pads are reconciled by comparing the grades of ore placed on the pads to the quantities of gold recovered (metallurgical balancing), the nature of the leaching process inherently limits the ability to precisely monitor inventory levels. As a result, the metallurgical balancing process is constantly monitored, and the engineering estimates are refined based on actual results over time.

In-process material is measured based on assays of the material from the various stages of processing. Costs are allocated to in-process inventories based on the costs of the material fed into the process attributable to the source material coming from the mines, stockpiles and/or leach pads plus the in-process conversion costs incurred to that point in the process.

Costs are allocated to precious metal inventories based on costs of the respective in-process inventories incurred prior to the refining process plus applicable refining costs.

The assumptions used by the Company to measure metal content during each stage of the inventory conversion process includes estimated recovery rates based on laboratory testing and assaying. The Company periodically reviews its estimates compared to actual experience and revises its estimates when appropriate. The ultimate recovery will not be known until leaching operations cease.

Proven and Probable Reserves: Critical estimates are inherent in the process of determining the Company’s reserves. The Company’s reserves are affected largely by our assessment of future metals prices, as well as by engineering and geological estimates of ore grade, accessibility and production cost. The Company’s assessment of reserves occurs at least annually, and periodically utilizes external audits.

Reserve estimates are used in determining appropriate rates of units-of-production depreciation, with net book value of many assets depreciated over remaining estimated reserves. Reserves are also a key component in forecasts, with which the Company compares future cash flows to current asset values to ensure that carrying values are reported appropriately. The Company’s forecasts are also used in determining the level of valuation allowances on the Company’s deferred tax assets. Reserves also play a key role in the valuation of certain assets in the determination of the purchase price allocations for acquisitions. Reserves involve many estimates and are not guarantees that the Company will recover the indicated quantities of metals. Changes in the estimates could result in material adjustments to the Company’s reserves and asset values.

Income and Mining Taxes: The Company accounts for income and mining taxes under ASC 740 using the liability method, recognizing certain temporary differences between the financial reporting basis of liabilities and assets and the related tax basis for such liabilities and assets. This method generates either a net deferred income and mining tax liability or asset for the Company, as measured by the statutory tax rates in effect. The Company derives the deferred income and mining tax charge or benefit by recording the change in either the net deferred income and mining tax liability or asset balance for the year. The Company records a valuation allowance against any portion of those deferred income and mining tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all the deferred income and mining tax asset will not be realized. 76

Table of Contents FORWARD-LOOKING S TATEMENTS

This report contains or incorporates by reference “forward-looking statements”, as that term is used in federal securities laws, about our financial condition, results of operations and business. These statements include, among others:

●	statements about our anticipated exploration results, cost and feasibility of production, production estimates, receipt of permits or other regulatory or government approvals and plans for the development of our properties;
●	statements regarding the potential impacts of the COVID-19 pandemic, government responses to the continuing pandemic, and our response to those issues;
---	---
●	statements regarding strategic alternatives that we are, or may in the future, evaluate in connection with our business;
---	---
●	statements concerning the benefits or outcomes that we expect will result from our business activities and certain transactions that we contemplate or have completed, such as receipt of proceeds, increased revenues, decreased expenses and avoided expenses and expenditures;
---	---
●	statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts.
---	---

These statements may be made expressly in this document or may be incorporated by reference to other documents that we will file with the SEC. Many of these statements can be found by looking for words such as “believes”, “expects”, “anticipates”, “estimates” or similar expressions used in this report or incorporated by reference in this report.

Forward-looking statements and information are based upon several estimates and assumptions that, while considered reasonable by management, they 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.

Included among the forward-looking statements and information that we may provide is production guidance. From time to time the Company provides guidance on operations, based on stand-alone budgets for each operating mine. In developing the mine production portion of the budget, we evaluate several factors and assumptions, which include, but are not limited to:

●	gold and silver price forecasts.
●	average gold and silver grade mined, using a resource model.
---	---
●	average grade processed by the crushing facility (Gold Bar) or milling facility (San José mine and Fox Complex).
---	---
●	expected tonnes moved and strip ratios.
---	---
●	available stockpile material (grades, tonnes, and accessibility).
---	---
●	estimates of in process inventory (either on the leach pad or plant for the El Gallo mine and Gold Bar, or in the mill facility for the San José mine and the Black Fox mine).
---	---
●	estimated leach recovery rates and leach cycle times (the El Gallo mine and Gold Bar).
---	---
●	estimated mill recovery rates (San José mine and Fox Complex).
---	---

Table of Contents

●	dilution of material processed.
●	internal and contractor equipment and labor availability.
---	---
●	seasonal weather patterns.
---	---

Actual production results are sensitive to variances in any of the key factors and assumptions noted above. As a result, we frequently evaluate and reconcile actual results to budgeted results to determine if key assumptions and estimates require modification. Any changes will, in turn, influence production guidance.

We caution you not to put undue reliance on these forward-looking statements, which speak only as of the date of this report. Further, the information contained in this document or incorporated herein by reference is a statement of our present intention and is based on present facts and assumptions, and may change at any time and without notice, based on changes in such facts or assumptions. Readers should not place undue reliance on forward-looking statements.

RISK FACTORS IMPACTING FORWARD-LOOKING STATEMENTS

The important factors that could prevent us from achieving our stated goals and objectives include, but are not limited to, those set forth in other “Risk Factors” section in this report and the following:

●	our ability to raise funds required for the execution of our business strategy;
●	the effects of pandemics such as COVID-19 on health in our operating jurisdictions and the worldwide, national, state and local responses to such pandemics, and direct and indirect effects of Covid-19 or other pandemics on our business plans and operations;
---	---
●	our ability to secure permits or other regulatory and government approvals needed to operate, develop or explore our mineral properties and projects;
---	---
●	our ability to maintain an on-going listing of our common stock on the New York Stock Exchange or another national securities exchange in the U.S;
---	---
●	decisions of foreign countries, banks and courts within those countries.;
---	---
●	national and international geopolitical events and conflicts, and unexpected changes in business, economic, and political conditions;
---	---
●	operating results of MSC;
---	---
●	fluctuations in interest rates, inflation rates, currency exchange rates, or commodity prices;
---	---
●	timing and amount of mine production;
---	---
●	our ability to retain and attract key personnel;
---	---
●	technological changes in the mining industry;
---	---
●	changes in operating, exploration or overhead costs;
---	---
●	access and availability of materials, equipment, supplies, labor and supervision, power and water;
---	---
●	results of current and future exploration activities;
---	---

Table of Contents

●	results of pending and future feasibility studies or the expansion or commencement of mining operations without feasibility studies having been completed;
●	changes in our business strategy;
---	---
●	interpretation of drill hole results and the geology, grade and continuity of mineralization;
---	---
●	the uncertainty of reserve estimates and timing of development expenditures;
---	---
●	litigation or regulatory investigations and procedures affecting us;
---	---
●	changes in federal, state, provincial and local laws and regulations;
---	---
●	local and community impacts and issues including criminal activity and violent crimes;
---	---
●	accidents, public health issues, and labor disputes;
---	---
●	our continued listing on a public exchange;
---	---
●	uncertainty relating to title to mineral properties;
---	---
●	changes in relationships with the local communities in the areas in which we operate;
---	---
●	changes in environmental laws and requirements in the jurisdictions in which we operate;
---	---
●	decisions by third parties over which we have no control.
---	---

We undertake no responsibility or obligation to update publicly these forward-looking statements, except as required by law and we may update these statements in the future in written or oral statements. Investors should take note of any future statements made by or on our behalf.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Our exposure to market risks includes, but is not limited to, the following risks: changes in foreign currency exchange rates, equity price risks, commodity price fluctuations, credit risk and inflationary risk. We do not use derivative financial instruments as part of an overall strategy to manage market risk.

Further, our participation in the joint venture with Hochschild for the 49% interest held at MSC creates additional risks because, among other things, we do not exercise decision-making power over the day-to-day activities at MSC; however, implications from our partner’s decisions may result in us having to provide additional funding to MSC or in a decrease in our percentage of ownership.

Foreign Currency Risk

In general, the devaluation of non-U.S. dollar currencies with respect to the U.S. dollar has a positive effect on our costs and liabilities which are incurred outside the U.S. while it has a negative effect on our assets denominated in non-U.S. dollar currency. Although we transact most of our business in U.S. dollars, some expenses, labor, operating supplies and property and equipment are denominated in Canadian dollars, Mexican pesos or Argentine pesos.

Since 2008, the Argentine peso has been steadily devaluing against the U.S. dollar by 10% to 53% on an annual basis. As noted in the graph below, during 2022 the Argentine peso devalued 41% compared to devaluations of 18% and 29% in 2021 and 2020 respectively. During 2022, the Mexican peso appreciated 12% against the US dollar, compared to a devaluation of 3% and 5% in 2021 and 2020 respectively. 79

Table of Contents During 2022, the Canadian dollar devalued by 6% against the U.S. dollar, compared to a devaluation of 0.4% in 2021 and an increase in value of 2% in 2020.

The following chart illustrates changes in the value of these currencies compared to the U.S. dollar in the twelve months ended December 31, 2022:

The value of cash and cash equivalents denominated in foreign currencies also fluctuates with changes in currency exchange rates. Appreciation of non-U.S. dollar currencies results in a foreign currency gain on such investments and a depreciation in non-U.S. dollar currencies results in a loss. We have not utilized material market risk-sensitive instruments to manage our exposure to foreign currency exchange rates but may do so in the future. We hold minor portions of our cash reserves in non-U.S. dollar currencies.

Based on our Canadian cash balance of $1.00 million (C$1.37 million) at December 31, 2022, a 1% change in the Canadian dollar would result in a gain/loss of $0.01 million in the Consolidated Statements of Operations and Comprehensive (Loss) Income. Based on our Argentine peso balance of $2.14 million (ARG$379.77 million) at December 31, 2022, a 1% change in the Argentine peso would result in a gain/loss of $0.02 million in the Consolidated Statements of Operations and Comprehensive (Loss) Income. We also hold negligible portions of our cash reserves in Mexican pesos, with effect of a 1% change in this currency resulting in gains/losses immaterial for disclosure purposes.

Further, we are also subject to foreign currency risk on the fluctuation of the Mexican peso on our VAT receivable balance. As of December 31, 2022, our VAT receivable balance was MEX$19.95 million, equivalent to approximately $0.6 million, for which a 1% change in the Mexican peso would have resulted in a gain/loss of less than $0.01 million in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

MSC holds a portion of its local cash balances in Argentine pesos and is therefore exposed to the effects of this continued devaluation and also the risk that there may be a sudden severe devaluation of the Argentine peso. A severe devaluation could result in material foreign exchange losses as reported in U.S. dollars. 80

Table of Contents Equity Price Risk

We have in the past sought and will likely in the future seek to acquire additional funding by sale of common stock or other equity securities. Movements in the price of our common stock have been volatile in the past and may also be volatile in the future. As a result, there is a risk that we may not be able to sell equity securities at an acceptable price to meet future funding requirements.

We have invested and may continue to invest in shares of common stock of other entities in the mining sector. Some of our investments may be highly volatile and lack liquidity caused by lower trading volumes. As a result, we are inherently exposed to fluctuations in the fair value of our investments, which may result in gains or losses upon their valuation.

Commodity Price Risk

We produce and sell gold and silver, therefore changes in the market price of gold and silver could significantly affect our results of operations and cash flows in the future. Change in the price of gold and silver could materially affect our revenues. Based on our revenues from gold and silver sales of $110.4 million for the year ended December 31, 2022, with all other variables held constant, a 10% change in the price of gold and silver would have had resulted in an additional income or loss before income and mining taxes of approximately $11.0 million. Changes in the price of gold and silver can also affect the provisionally priced sales that we make under agreements with refiners and other purchasers of our products. At December 31, 2022, we had no gold or silver sales subject to final pricing. Decreases in the market price of gold or silver can also significantly affect the value of our product inventory, stockpiles and leach pads, and it may be necessary to record a write-down to net realizable value.

We have in the past and may in the future hold a portion of our treasury in gold and silver bullion, where the value is recorded at the lower of cost or market. Gold and silver prices may affect the value of any bullion that we hold in treasury.

We do not hedge any of our sales and are therefore subject to all changes in commodity prices.

Credit Risk

We may be exposed to credit loss through our precious metals and doré sales agreements with Canadian and American financial institutions and refineries, should these customers be unable to make payment in accordance with the terms of the agreements. However, based on the history and financial condition of our counterparties, we do not anticipate any of the financial institutions or refineries to default on their obligation. As of December 31, 2022, we do not believe we have any significant credit exposure associated with precious metals and our doré sales agreements.

In Mexico, we are exposed to credit loss regarding our VAT taxes receivable if the Mexican tax authorities are unable or unwilling to make payments in accordance with our monthly filings. Timing of collection on VAT receivables is uncertain as VAT refund procedures require a significant amount of information and follow-up. The risk is mitigated to the extent that the VAT receivable balance can be applied against future income taxes payable. However, at this time we are uncertain when, if ever, our Mexican operations will generate sufficient taxable operating profits to offset this receivable against taxes payable. We continue to face risk on the collection of our VAT receivables, which amount to $0.6 million as at December 31, 2022.

In Nevada and Ontario, Canada we are required to provide security to cover our projected reclamation costs. As at December 31, 2022, we have surety bonds of $39.4 million in place to satisfy bonding requirements for this purpose. The bonds have an annual fee of 2.3% of their value and require a deposit of 11% of the amount of the bond. Although we do not believe we have any significant credit exposure associated with these bonds, we are exposed to the risk that the surety bonds may no longer be accepted by the governmental agencies as satisfactory reclamation coverage, in which case we would be required to replace the surety bonding with cash. 81

Table of Contents Interest rate risk

Our outstanding debt consists of various equipment leases, a revolving gold prepayment facility, and the senior secured credit facility. The leases and senior secured facility are at fixed rates; the prepayment facility is subject to variable rates. Exposure to variable rates is very limited, (less than 30 days) and as the debt is at fixed rates, we consider our interest rate risk exposure to be insignificant at this time.

Inflationary Risk

Argentina has experienced a significant amount of inflation over the last ten years and has now been classified as a highly inflationary economy. ASC 830 defines a hyperinflationary economy as one where the cumulative inflation rate exceeds 100% over the last three years which precede the reporting period. In this scenario, ASC 830 requires companies to change the functional currency of its foreign subsidiaries operating in a highly inflationary economy, to match the company’s reporting currency. In our case, the functional currency of all our Argentine subsidiaries has always been our reporting currency, the U.S. dollar. As such, we do not expect the classification of Argentina’s economy as a highly inflationary economy, to change our financial reporting methodology.

Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements:

Management’s Report on Internal Control Over Financial Reporting		84

Reports of Independent Registered Public Accounting Firm (PCAOB ID: 1263)		85

Consolidated Statements of Operations and Comprehensive (Loss) for the years ended December 31, 2022, 2021, and 2020		88

Consolidated Balance Sheets as of December 31, 2022 and 2021		89

Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2022, 2021 and 2020		90

Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020		91

Notes to Consolidated Financial Statements		92

Table of Contents MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Securities Exchange Act of 1934 defines internal control over financial reporting in Rule 13a-15(f) and 15d-15(f) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the board of directors of the Company; and
---	---
●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.
---	---

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based upon its assessment, management concluded that, as of December 31, 2022, the Company’s internal control over financial reporting was effective based upon those criteria.

Ernst & Young LLP, an independent registered public accounting firm, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022.

Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of McEwen Mining Inc.

Opinion on the consolidated financial statements

We have audited the accompanying consolidated balance sheets of McEwen Mining Inc. [the “Company”] as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes [collectively referred to as the “consolidated financial statements”]. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its results of operations and its consolidated cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) [the “PCAOB”], the Company’s internal control over financial reporting as of December 31, 2022, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 13, 2023 expressed an unqualified opinion thereon.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: [1] relates to accounts or disclosures that are material to the financial statements; and [2] involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the 85

Table of Contents consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.


		Valuation of Inventory at the Gold Bar mine
Description of the Matter		On December 31, 2022, the carrying value of the Company’s inventory was $34.2 million, of which $7.6 million was for the leach pad inventory at the Gold Bar mine in Nevada, USA. As discussed in Note 2 to the consolidated financial statements, inventory is valued at the lower of cost and net realizable value. The net realizable value of the inventory is calculated based on the estimated amount of recoverable gold on the leach pads. The significant assumption used by management in the valuation of the leach pad inventory is the life of mine recovery rate, which is a subjective and complex estimate.<br><br>Auditing management’s estimate of the expected amount of gold to be recovered was complex due to the subjective nature of the assumption used in the calculation. The estimates of recoverable gold on the leach pads are calculated from the quantities of mineralized material placed on the leach pads, the grade of mineralized material placed on the leach pads and a recovery rate. This significant assumption is subjected to high estimation uncertainty and required a high degree of auditor judgment given it could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit		We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the quantities of material placed on the pad, the grade determination, the recovery rate, and the calibration process to assess whether the recovery rate is appropriate.<br><br>Our substantive audit procedures included, among others, evaluating the reasonableness of the above-noted significant assumption used in the recoverable gold calculation. As each of the key inputs were determined by management’s specialist, we also assessed the competence and objectivity of management’s specialist by evaluating their professional qualifications, experience, and their use of accepted industry practices. In addition, we evaluated the methodologies used by management’s specialist by understanding the life of mine plan for ore to be placed on the pad, timing of the leaching cycle and the grade determination. We also involved our internal mining specialist to assess the appropriateness of the Gold Bar mine’s gold recovery model and performed a sensitivity analysis to assess the impact of the recovery rate on the ending inventory balance. We reperformed management’s calculation of the leach pad inventory value to verify mathematical accuracy.<br><br>We assessed the adequacy of the Company’s disclosure in Note 2 to the consolidated financial statements.

/s/ Ernst & Young LLP

Chartered Professional Accountants

Licensed Public Accountants

We have served as the Company's auditor since 2016.


Toronto, Canada
March 13, 2023

Table of Contents Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of McEwen Mining Inc.

Opinion on internal control over financial reporting

We have audited McEwen Mining Inc.’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) [the “COSO criteria”]. In our opinion, McEwen Mining Inc. [the “Company”] maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) [the “PCAOB”], the consolidated balance sheets of the Company as of December 31, 2022 and 2021, and the related consolidated statements of operations and comprehensive (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated March 13, 2023 expressed an unqualified opinion thereon.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that [1] pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; [2] provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and [3] provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


/s/ Ernst & Young LLP
Chartered Professional Accountants
Licensed Public Accountants


Toronto, Canada
March 13, 2023

Table of Contents

MCEWEN MINING INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS )

FOR THE YEARS ENDED DECEMBER 31,

(in thousands of U.S. dollars, except per share amounts)



	****	****	2022		****	2021		****	2020
Revenue from gold and silver sales			$	110,417		$	136,541		$	104,789
Production costs applicable to sales			****	(91,260)			(119,223)			(108,827)
Depreciation and depletion				(19,701)			(23,798)			(22,910)
Gross loss				(544)			(6,480)			(26,948)

OTHER OPERATING INCOME (EXPENSES):
Advanced projects - Los Azules			****	(61,148)			(5,019)			—
Advanced projects - Other				(5,580)			(7,420)			(11,681)
Exploration			****	(14,973)			(22,604)			(15,861)
General and administrative			****	(11,890)			(11,435)			(9,201)
Gain (loss) from investment in Minera Santa Cruz S.A. (Note 9)			****	2,776			(7,533)			(1,517)
Depreciation			****	(733)			(339)			(405)
Reclamation and remediation (Note 12)			****	(3,345)			(3,450)			(1,788)
Impairment loss on mineral property interests and plant and equipment				—			—			(83,805)
Other operating				—			—			(1,968)
			****	(94,893)			(57,800)			(126,226)
Operating loss			****	(95,437)			(64,280)			(153,174)

OTHER INCOME (EXPENSE):
Interest and other finance expenses, net			****	(7,789)			(6,200)			(7,434)
Other income (Note 4)				22,938			6,281			6,893
Total other income (expense)			****	15,149			81			(541)
Loss before income and mining taxes				(80,288)			(64,199)			(153,715)
Income and mining tax (expense) recovery (Note 19)				(5,806)			7,315			1,390
Net loss after income and mining taxes				(86,094)			(56,884)			(152,325)
Net loss attributable to non-controlling interests (Note 20)				5,019			172			—

Net loss and comprehensive loss attributable to McEwen shareholders			$	(81,075)		$	(56,712)		$	(152,325)

Net loss per share (Note 14):
Basic and diluted			$	(1.71)		$	(1.25)		$	(3.78)
Weighted average common shares outstanding (thousands) (Note 13):
Basic and diluted			****	47,427			45,490			40,346

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents MCEWEN MINING INC.

CONSOLIDATED BALANCE SHEETS

AS AT DECEMBER 31,

(in thousands of U.S. dollars)


		December 31,			December 31,
	****	2022		****	2021		****
ASSETS
Current assets:
Cash and cash equivalents (Note 18)		$	39,782		$	54,287
Restricted cash (Note 18)			—			2,550
Investments (Note 5)		****	1,295			1,806
Receivables, prepaids and other assets (Note 6)		****	8,840			10,591
Inventories (Note 7)		****	31,735			15,792
Total current assets		****	81,652			85,026
Mineral property interests and plant and equipment, net (Note 8)		****	346,281			342,303
Investment in Minera Santa Cruz S.A. (Note 9)		****	93,451			90,961
Inventories (Note 7)			2,432			2,543
Restricted cash (Note 18)			3,797			3,797
Other assets		****	1,106			711
TOTAL ASSETS		$	528,719		$	525,341

LIABILITIES & SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities		$	42,521		$	39,615
Contract liability (Note 17)			6,155			—
Flow-through share premium (Note 13)			4,056			1,572
Debt, current portion (Note 11)			10,000			—
Lease liabilities (Note 10)			1,215			2,901
Reclamation and remediation liabilities (Note 12)		****	12,576			5,761
Tax liabilities (Note 19)			7,663			—
Other liabilities			—			2,550
Total current liabilities		****	84,186			52,399
Lease liabilities (Note 10)			1,191			1,515
Debt (Note 11)			53,979			48,866
Reclamation and remediation liabilities (Note 12)		****	29,270			29,691
Other liabilities			3,819			2,929
Total liabilities		$	172,445		$	135,400

Shareholders’ equity:
Common shares: 47,428 **** as of December 31, 2022 and 45,919 as of December 31, 2021 issued and outstanding (in thousands) (Note 13)		$	1,644,145		$	1,615,424
Non-controlling interests (Note 20)			33,465			14,777
Accumulated deficit		****	(1,321,336)			(1,240,260)
Total shareholders’ equity		****	356,274			389,941
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY		$	528,719		$	525,341

The accompanying notes are an integral part of these consolidated financial statements.

Commitments and contingencies: Note 17

Subsequent event: Note 23

Table of Contents MCEWEN MINING INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31,

(in thousands of U.S. dollars and shares)


		Common Shares										****
		and Additional										****
		Paid-in Capital				Accumulated		Non-controlling				****
	****	Shares	****	Amount		Deficit		Interests		Total		****
Balance, December 31, 2019		40,034		$	1,530,702	$	(1,031,223)		—	$	499,479
Stock-based compensation		—			613		—		—		613
Sale of flow-through shares		1,397			15,478		—		—		15,478
Exercise of stock options		14			138		—		—		138
Shares issued for debt refinancing		209			1,875		—		—		1,875
Shares issued for acquisition of mineral property interests		5			70		—		—		70
Net loss		—			—		(152,325)		—		(152,325)
Balance, December 31, 2020		41,659		$	1,548,876	$	(1,183,548)	$	—	$	365,328
Stock-based compensation		—			837		—		—		837
Sale of flow-through shares		1,260			10,785		—		—		10,785
Sale of shares for cash		3,000			29,875		—		—		29,875
Issuance of equity by subsidiary (Note 20)		—			25,051		—		14,949		40,000
Net loss		—			—		(56,712)		(172)		(56,884)
Balance, December 31, 2021		45,919		$	1,615,424	$	(1,240,260)	$	14,777	$	389,941
Stock-based compensation	****	—			340		—		—		340
Sale of flow-through shares		1,450			10,320		—		—		10,320
Shares issued for debt refinancing		59			500		—		—		500
Issuance of equity by subsidiary (Note 20)		—			17,643		—		23,707		41,350
Share repurchase (Note 13)		—			(87)		—		—		(87)
Exercise of warrants		—			4		—		—		4
Net loss	****	—			—		(81,075)		(5,019)		(86,094)
Balance, December 31, 2022	****	47,428		$	1,644,145	$	(1,321,336)	$	33,465	$	356,274

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents MCEWEN MINING INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31,

(in thousands of U.S. dollars)


	Year ended December 31,
	2022		****	2021		2020
Cash flows from operating activities:
Net loss	$	(86,094)		$	(56,884)	$	(152,325)
Adjustments to reconcile net loss from operating activities:
Impairment loss on mineral property interests and plant and equipment	****	—			—		83,805
(Income) loss from investment in Minera Santa Cruz S.A. (Note 9)	****	(2,776)			7,533		1,517
Gain on sale of mineral property interests	****	—			(2,271)		—
Depreciation and amortization	****	19,532			25,338		23,090
Unrealized loss (gain) on investments (Note 5)		511			(28)		619
Unrealized foreign exchange gain and adjustment to estimate (Note 12)	****	4,814			1,272		278
Deferred income and mining tax recovery	****	(1,856)			(7,315)		(1,390)
Stock-based compensation	****	340			837		612
Accretion of reclamation and remediation liability (Note 12)		2,354			2,405		1,788
Change in non-cash working capital items:
Increase (decrease) in assets related to operations	****	(12,873)			7,887		12,696
Increase in liabilities related to operations		17,439			1,003		1,437
Cash used in operating activities	$	(58,609)		$	(20,223)	$	(27,873)

Cash flows from investing activities:
Additions to mineral property interests and plant and equipment	$	(24,187)		$	(34,888)	$	(13,373)
Proceeds from disposal of property and equipment		—			492		—
Proceeds from sale of investments	****	—			—		1,266
Dividends received from Minera Santa Cruz S.A. (Note 9)	****	286			9,832		340
Cash used in investing activities	$	(23,901)		$	(24,564)	$	(11,767)

Cash flows from financing activities:
Proceeds from sale of subsidiary shares, net of issuance costs (Note 20)	$	41,263		$	29,875	$	—
Sale of flow-through common shares, net of issuance costs (Note 13)		14,376			11,966		19,644
Proceeds from promissory note (Note 11 and Note 15)		15,000			40,000		—
Subscription proceeds received in advance (Note 20)		(2,850)			2,550		—
Proceeds from exercise of warrants		4			—		138
Payment of finance lease obligations		(2,338)			(3,408)		(2,204)
Cash provided by financing activities	$	65,455		$	80,983	$	17,578
Decrease (increase) in cash, cash equivalents and restricted cash	****	(17,055)			36,196		(22,062)
Cash, cash equivalents and restricted cash, beginning of year	****	60,634			24,438		46,500
Cash, cash equivalents and restricted cash, end of year (Note 18)	$	43,579		$	60,634	$	24,438

The accompanying notes are an integral part of these consolidated financial statements.

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MCEWEN MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

NOTE 1 NATURE OF OPERATIONS

McEwen Mining Inc. (the “Company”) was organized under the laws of the State of Colorado on July 24, 1979. The Company is engaged in the exploration, development, production and sale of gold and silver and exploration and development of copper.

The Company operates in the United States, Canada, Mexico and Argentina. The Company owns a 100% interest in the Gold Bar gold mine in Nevada, the Fox Complex in Ontario, Canada, the Fenix Project in Mexico and a portfolio of exploration properties in Nevada, Canada, Mexico and Argentina. As of December 31, 2022, the Company also owns a 68.1% interest in the Los Azules copper project in San Juan, Argentina through its subsidiary, McEwen Copper Inc. (“McEwen Copper”). It also owns a 49% interest in Minera Santa Cruz S.A. (“MSC”), owner of the producing San José silver-gold mine in Santa Cruz, Argentina, which is operated by the joint venture majority owner Hochschild Mining plc. The Company reports its investment in McEwen Copper as a controlling interest and its investment in MSC as an equity investment.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Use of Estimates:

The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in United States of America (“US GAAP”). The preparation of the Company’s consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to environmental reclamation and closure obligations; asset useful lives utilized for depletion, depreciation, amortization and accretion calculations; fair value of equity investment and the impairment test; recoverable gold in leach pad inventory; current and long-term inventory; mine development capitalization costs; the collectability of value added taxes receivable; the amount of mineral reserves; valuation allowances for deferred tax assets; income and mining tax provisions; and reserves for contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates.

References to “C$” refer to Canadian dollar.

Basis of Consolidation:

The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated. Investments over which the Company exerts significant influence but does not control through majority ownership are accounted for using the equity method, as described in Investments, below.

Cash and Cash Equivalents and Restricted Cash:

The Company considers cash in banks, deposits in transit, and highly liquid term deposits with remaining maturities of three months or less at the date of acquisition to be cash and cash equivalents. Because of the short maturity of these instruments, the carrying amounts approximate their fair value. The Company classifies Restricted Cash between short term and long term based on the restrictions. 92

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December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

Investments:

The Company accounts for investments over which it exerts significant influence but does not control through majority ownership using the equity method of accounting pursuant to ASC (“Accounting Standards Codification”) Topic 323, Investments – Equity Method and Joint Ventures. Under the equity method, the Company’s investment is initially recognized at cost in the Consolidated Balance Sheets and subsequently increased or decreased to recognize the Company's share of income and losses of the investee, dividends received from the investee and for impairment losses after the initial recognition date. The Company's share of income and losses of the investee and impairment losses are recognized in the Consolidated Statements of Operations and Comprehensive (Loss) (“Statement of Operations”) during the period. The Company evaluates the equity method investments for impairment under ASC 323-35-31 and ASC 323-35. An impairment loss on the equity method investments is recognized in operations when the decline in value is determined to be other-than-temporary.

The Company’s investments in marketable equity securities and warrants are measured at fair value at each period end with changes in fair value recognized in net (loss) income in the Statement of Operations in accordance with ASU 2016-01 with reference to further updates in ASU 2018-03, ASU 2019-04, and ASU 2020-01.

Stockpiles, Material on Leach Pads, In-process Inventory, Precious Metals Inventory and Materials and Supplies:

Stockpiles, material on leach pads, in-process inventory, precious metals inventory and materials and supplies (collectively, “Inventories”) are accounted for using the weighted average cost method and are carried at the lower of average cost or net realizable value. Net realizable value represents the estimated future sales price of the product based on current and long-term metals prices, less the estimated costs to complete production and bring the product to a saleable form. Write-downs of Inventories resulting from net realizable value impairments are reported as a component of production costs applicable to sales. The current portion of Inventories is determined based on the expected amounts to be processed and/or recovered within the next twelve months of the balance sheet date, with the remaining portion, if any, classified as long-term.

Stockpiles represent mineralized material extracted from the mine and available for processing. Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, an estimate of the contained metals (based on assay data) and the estimated metallurgical recovery rates. Costs are allocated to stockpiles based on current mining costs incurred including applicable overhead relating to mining operations. Material is removed from the stockpile at an average cost per tonne.

Mineralized material on leach pads is the material that is placed on pads where it is treated with a chemical solution that dissolves the gold contained in the mineralized material over a period of time. Costs are attributed to the mineralized material on leach pads based on current mining costs and processing costs incurred related to the ore on the pad. Costs are removed from the leach pad inventory based on the average cost per estimated recoverable ounce of gold on the leach pad as the gold is recovered. The estimates of recoverable gold on the leach pads are calculated from the quantities of mineralized material placed on the leach pads (measured tonnes added to the leach pads), the grade of mineralized material placed on the leach pads (based on assay data) and a recovery percentage.

While the quantities of recoverable gold placed on the leach pads are periodically reconciled by comparing the grades of ore placed on the pads to the quantities of gold actually recovered (metallurgical balancing), the nature of the leaching process inherently limits the ability to precisely monitor inventory levels. As a result, the metallurgical balancing process is constantly monitored, and the engineering estimates are refined based on actual results over time.

In-process inventories represent materials that are currently in the process of being converted to a saleable product. In-process material is measured based on assays of the material from the various stages of processing. Costs are allocated to 93

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

in-process inventories based on the costs of the material fed into the process attributable to the source material coming from the mines, stockpiles and/or leach pads plus the in-process conversion costs incurred to that point in the process.

Precious metal inventories include gold and silver doré and bullion that is unsold and held at the Company’s or the refinery’s facilities. Costs are allocated to precious metal inventories based on costs of the respective in-process inventories incurred prior to the refining process plus applicable refining costs.

Materials and supplies inventories are comprised of chemicals, reagents, spare parts and consumable parts used in operating and other activities. Cost includes applicable taxes and freight.

Proven and Probable Reserves:

The definition of proven and probable reserves is set forth in SEC Regulation S-K Item 1300 (“S-K 1300”). Proven mineral reserves are the economically mineable part of a measured mineral resource. For a proven mineral reserve, the qualified person has a high degree of confidence in the results obtained from the application of modifying factors and in the estimates of tonnage and grade or quality. A proven mineral reserve can only result from the conversion of a mineral resource. Probable mineral reserves are the economically mineable part of an indicated and, in some cases, measured mineral resource. For a probable mineral reserve, the qualified person’s confidence in the results obtained from the application of the modifying factors and in the estimates of tonnage and grade or quality is lower than what is sufficient for a classification as a proven mineral reserve, but is still sufficient to demonstrate that, at the time of reporting, extraction of the mineral reserve is economically viable under reasonable investment and market assumptions. The lower level of confidence is due to higher geologic uncertainty when the qualified person converts an indicated mineral resource to a probable reserve or higher risk in the results of the application of modifying factors at the time when the qualified person converts a measured mineral resource to a probable mineral reserve. A qualified person must classify a measured mineral resource as a probable mineral reserve when his or her confidence in the results obtained from the application of the modifying factors to the measured mineral resource is lower than what is sufficient for a proven mineral reserve.

Mineral Property Interests and Plant and Equipment:

Mineral property interests: Mineral property interests represent capitalized expenditures related to the development of mineral properties and expenditures arising from property acquisitions. The amount capitalized for an acquired mineral property represents its fair value at the time of acquisition, either as an individual asset purchase or as a part of a business combination.

Development costs include engineering and metallurgical studies, drilling and other related costs to delineate an ore body, and the removal of overburden to initially expose an ore body at open pit surface mines (“pre-stripping”) and building of access paths and other infrastructure to gain access to the ore body at underground mines. Development costs are charged to operations in the year incurred as Advanced Projects until proven and probable reserves as defined by S-K 1300 have been delineated, after which they are capitalized. Where multiple open pits exist at a mine, pre-stripping costs are capitalized separately to each pit. Production commences when saleable minerals, beyond a de minimis amount, are produced.

During the production phase of a mine, costs incurred to provide access to reserves and resources that will be produced in future periods that would not have otherwise been accessible are capitalized and included in the carrying amount of the related mineral property interest.

Drilling and related costs are capitalized for an ore body where proven and/or probable reserves exist and the activities are directed at obtaining additional information, providing greater definition of the ore body or converting non-reserve mineralization to proven and/or probable reserves and the benefit is expected to be realized over a period beyond one year. 94

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

All other drilling and related costs are expensed as incurred as Exploration or Advanced Projects. Exploration costs include costs incurred to identify new mineral resources, evaluate potential resources, and convert mineral resources into proven and probable reserves. However, drilling costs specifically incurred for the purpose of operational ore control during the production stage rather than obtaining additional information on the ore body are expensed and allocated to inventory costs and then included as a component of production costs applicable to sales as the revenue from the sale of inventory is realized.

Mineral property interests are amortized upon commencement of production on a unit-of-production basis over proven and probable reserves, as defined by S-K 1300. When a property does not contain mineralized material that satisfies the definition of proven and probable reserves, the amortization of the capitalized costs is charged to expense based on the most appropriate method, which includes straight-line method and units-of-production method over the estimated useful life of the mine, as determined by internal mine plans.

Plant and Equipment: For properties where the Company has established proven and probable reserves as defined by S-K 1300, expenditures for plant and equipment and expenditures that extend the useful lives of existing plant and equipment are capitalized and recorded at cost. The cost capitalized for plant and equipment includes borrowing costs incurred that are attributable to qualifying plant and equipment. Plant and equipment are depreciated using the straight-line method over the estimated productive life of the asset.

For properties where the Company did not establish proven and probable reserves as defined by S-K 1300, substantially all costs, including design, engineering, construction, and installation of equipment are expensed as incurred, unless the equipment has alternative uses or significant salvage value, in which case the equipment is capitalized at cost.

Construction-in-progress costs: Assets under construction are capitalized as construction-in-progress until the asset is available for its intended use, at which point costs are transferred to the appropriate category of plant and equipment or mineral property interest and amortized. The cost of construction-in-progress comprises the purchase price of the asset and any costs directly attributable to bringing it into working condition for its intended use.

Impairment of Long-Lived Assets:

The Company reviews and evaluates its long-lived assets for impairment on a quarterly basis or when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Once it is determined that impairment exists, an impairment loss is measured as the amount by which the asset carrying amount exceeds its estimated fair value. For the purpose of recognition and measurement of impairment, the Company groups its long-lived assets by specific mine or project, as this represents the lowest level for which identifiable cash flows exist.

For asset groups where an impairment indicator is identified, an impairment loss is determined if the carrying amount of the asset group exceeds the estimated recoverable amount as determined using the undiscounted future net cash flows. An impairment loss, if any, is the amount by which the carrying amount exceeds the estimated discounted future net cash flows. It is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold, silver and other commodity prices, production levels and costs of capital are each subject to significant risks and uncertainties.

For asset groups where the Company is unable to determine a reliable estimate of future net cash flows, the Company adopts a market approach to estimate fair value by using a combination of observed market value per square mile and observed market value per ounce or pound of estimated mineralized material based on comparable transactions. 95

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

Reclamation and Remediation Liabilities:

Provisions for environmental rehabilitation are made in respect of the estimated future costs of closure and restoration and rehabilitation costs (which include the dismantling and demolition of infrastructure, removal of residual materials and remediation of disturbed areas) in the accounting period when the related environmental disturbance occurs. The associated asset retirement costs, including periodic adjustments, if any, are capitalized as part of the carrying amount of the long-lived asset when proven or probable reserves exist or if they relate to an acquired mineral property interest; otherwise, the costs are charged to the operations. Periodic accretion is recorded to reclamation and remediation liabilities and charged to operations.

The fair value of reclamation and remediation liabilities is measured by discounting the expected cash flows adjusted for inflation, using a credit-adjusted risk free rate of interest. The Company prepares estimates of the timing and amounts of expected cash flows when reclamation and remediation liabilities are incurred, which are updated to reflect changes in facts and circumstances. Estimation of the fair value of reclamation and remediation liabilities requires significant judgment, including the amount of cash flows, timing of reclamation, inflation rate and credit risk.

Lease Accounting:

Contracts are analyzed to identify whether the contract contains an operating or financing lease according to ASC 842, Lease Accounting. If a contract is determined to contain a lease, the Company will include lease payments (the lease liability) and the right-of-use asset (“ROU”) representing the right to the underlying asset for the lease term within the Consolidated Balance Sheets. Lease liabilities are disclosed as a distinct line item within the Consolidated Balance Sheets, whereas, the ROU asset is included in mineral property interests and plant and equipment. Related depreciation and amortization expense and interest expense for finance leases, and rent expense for operating leases is recorded within the Statement of Operations. For leases with a term of twelve months or less, an accounting policy election is made to not recognize lease assets and lease liabilities. The Company has elected to account for non-lease components as part of the lease component to which they relate.

ROU asset balances and lease liabilities are recognized at the commencement date of the lease based on the present value of the future lease payments over the lease term. The Company utilizes the incremental borrowing rate (“IBR”) in determining the present value of the future lease payments. IBR represents the rate of interest that a lessee would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. IBR is determined by using the average bond yield ratings for comparable companies.

Revenue Recognition:

Revenue consists of proceeds received and expected to be received for the Company’s principal products, gold and silver. Revenue is recognized when title to gold and silver passes to the buyer and when collectability is reasonably assured. Title passes to the buyer based on terms of the sales contract, usually upon delivery of the product. Product pricing is determined under the sales agreements which are referenced against active and freely traded commodity markets, for example, the London Bullion Market for both gold and silver, in an identical form to the product sold.

In addition to selling refined bullion at spot, the Company has doré purchase agreements in place with financial institutions and refineries. Under the agreements, the Company has the option to sell approximately 90% of the gold and silver contained in doré bars prior to the completion of refining by the third party refiner. On July 27, 2022, the Company entered into a precious metals purchase agreement with Auramet International LLC (“Auramet”). Under this agreement, the Company has an option to sell gold on a Spot Basis, on a Forward Basis, and on a Supplier Advance basis. 96

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

Revenue is recognized when the Company has provided irrevocable instructions to the refiner to transfer to the purchaser the refined ounces sold upon final processing, and when payment of the purchase price for the purchased doré or bullion has been made in full by the purchaser. There is no judgment involved in revenue recognition in connection with sale of bullion as revenue is recognized when payment has been made by the purchaser and the product has been delivered.

Foreign Currency:

The functional currency for the Company’s operations is the U.S. dollar. All monetary assets and liabilities denominated in a currency which is not the U.S. dollar are translated at current exchange rates at each balance sheet date and the resulting adjustments are included in a separate line item under other income (expense). Revenues and expenses in foreign currencies are translated at the average monthly exchange rates for the corresponding period.

Stock-Based Compensation:

The Company accounts for stock options at fair value as prescribed in ASC 718, Stock-Based Compensation. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the service period, if any, of the stock option. The Company’s estimates may be impacted by certain variables including, but not limited to, stock price volatility, employee stock option exercise behavior and estimates of forfeitures.

Flow-Through Common Shares:

Current Canadian tax legislation permits mining entities to issue flow-through common shares to investors by which the deductions for tax purposes related to resource exploration and evaluation expenditures may be claimed by investors instead of the entity, subject to a renouncement process. Under ASC 740, Income Taxes proceeds from the issuance of flow-through common shares are allocated first to the common stock based on the underlying quoted price of shares and the residual amount is allocated to the sale of tax benefits, which is classified as a liability. After the sale of the shares, as the Company incurs qualifying exploration and evaluation expenditures to fulfill its obligation, the liability is drawn down and the sale of tax benefits is recognized in the Statement of Operations as a reduction of deferred tax expense.

Income and Mining Taxes:

The Company accounts for income and mining taxes under ASC 740 using the liability method, recognizing certain temporary differences between the financial reporting basis of liabilities and assets and the related tax basis for such liabilities and assets. This method generates either a net deferred income and mining tax liability or asset for the Company, as measured by the statutory tax rates in effect. The Company derives the deferred income and mining tax charge or benefit by recording the change in either the net deferred income and mining tax liability or asset balance for the year. The Company records a valuation allowance against any portion of those deferred income and mining tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income and mining tax asset will not be realized.

Comprehensive (Loss) Income:

In addition to net income or loss, comprehensive income or loss is included in changes in equity during a period.

Per Share Amounts:

Basic income or loss per share is computed by dividing income or loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted income per share reflects the potential dilution 97

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December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

of securities that could share in the earnings of the Company and is computed in accordance with the treasury stock method based on the average number of common shares and dilutive common share equivalents outstanding. Only those instruments that result in a reduction in income per share are included in the calculation of diluted income per share.

As a result of the Company’s share consolidation (Note 13), all share and per share amounts in the consolidated financial statements have been retroactively restated to reflect the share consolidation.

Loans and Borrowings:

Borrowings are recognized initially at fair value, net of financing costs incurred, and subsequently measured at amortized cost. Any difference between the amounts originally received and the redemption value of the debt is recognized in the Statements of Operations over the period to maturity using the effective interest method. Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset (i.e. an asset that necessarily takes a substantial period of time to get ready for its intended use or sale) are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period they occur.

Fair Value of Financial Instruments:

Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Loans and borrowings: Borrowings are recognized initially at fair value, net of financing costs incurred, and subsequently measured at amortized cost. Any difference between the amounts originally received and the redemption value of the debt is recognized in the Consolidated Statement of Operations and Comprehensive (Loss) Income over the period to maturity using the effective interest method. Fair Value of Financial Instruments: Fair value accounting, as prescribed in ASC Section 820, utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

NOTE 3 OPERATING SEGMENT REPORTING

McEwen Mining is a mining and minerals production and exploration company focused on precious and base metals in the United States, Canada, Mexico, and Argentina. The Company’s chief operating decision maker (“CODM”) reviews the operating results, assesses performance and makes decisions about allocation of resources to these segments at the geographic region level or major mine/project where the economic characteristics of the individual mines or projects within a geographic region are not alike. As a result, these operating segments also represent the Company’s reportable segments. The Company’s business activities that are not considered operating segments are included in General and administrative and other and are provided in this note for reconciliation purposes.

The CODM reviews segment income or loss, defined as gold and silver sales less production costs applicable to sales, depreciation and depletion, advanced projects, and exploration costs, for all segments except for the MSC segment which is evaluated based on the attributable equity income or loss pickup. Gold and silver sales and production costs applicable to sales for the reportable segments are reported net of intercompany transactions.

Capital expenditures include costs capitalized in mineral property interests and plant and equipment in the respective periods. 98

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

Significant information relating to the Company’s reportable operating segments for the periods presented is summarized in the tables below:


Year ended December 31, 2022	****	USA		****		Canada	Mexico		MSC		****	McEwen Copper		****	Total
Revenue from gold and silver sales		$	47,926		$	60,848	$	1,643	$	—		$	—		$	110,417
Production costs applicable to sales			(43,500)			(36,845)		(10,915)		—			—		****	(91,260)
Depreciation and depletion			(4,737)			(14,964)		—		—			—			(19,701)
Gross profit (loss)			(311)			9,039		(9,272)		—			—			(544)

Advanced projects			(52)			(1,206)		(4,322)		—		$	(61,148)		****	(66,728)
Exploration			(4,828)			(9,443)		(2)		—			(700)		****	(14,973)
Gain from investment in Minera Santa Cruz S.A.			—			—		—		2,776			—		****	2,776
Segment profit (loss)		$	(5,191)		$	(1,610)	$	(13,596)	$	2,776		$	(61,848)		$	(79,469)
General and administrative and other																(819)
Loss before income and mining taxes															$	(80,288)

Capital expenditures		$	5,374		$	15,317	$	2,800	$	—		$	2,743		$	26,234


Year ended December 31, 2021	****	USA		****	Canada		****	Mexico		****	MSC		****	McEwen Copper		****	Total
Revenue from gold and silver sales		$	79,205		$	50,704		$	6,632		$	—		$	—		$	136,541
Production costs applicable to sales			(73,990)			(32,961)			(12,272)			—			—			(119,223)
Depreciation and depletion			(8,502)			(15,296)			—			—			—			(23,798)
Gross (loss) profit			(3,287)			2,447			(5,640)			—			—			(6,480)

Advanced projects			(440)			(2,635)			(4,345)			—		$	(5,019)			(12,439)
Exploration			(5,875)			(15,017)			(14)			—			(1,698)			(22,604)
Loss from investment in Minera Santa Cruz S.A.			—			—			—			(7,533)			—			(7,533)
Segment loss		$	(9,602)		$	(15,205)		$	(9,999)		$	(7,533)		$	(6,717)		$	(49,056)
General and administrative and other																		(15,143)
Loss before income and mining taxes																	$	(64,199)

Capital expenditures		$	2,416		$	33,617		$	—		$	—		$	—		$	36,033

0
Year ended December 31, 2020	****	USA		****	Canada		****	Mexico		****	MSC		****	McEwen Copper		****	Total
Revenue from gold and silver sales		$	48,884		$	41,452		$	14,453		$	—		$	—		$	104,789
Production costs applicable to sales			(58,465)			(34,639)			(15,723)			—			—			(108,827)
Depreciation and depletion			(11,785)			(10,883)			(242)			—			—			(22,910)
Gross loss			(21,366)			(4,070)			(1,512)			—			—			(26,948)

Advanced projects			(1,071)			(6,088)			(4,522)			—			—			(11,681)
Exploration			(6,777)			(6,450)			(513)			—			(2,121)			(15,861)
Impairment of mineral property interests and plant and equipment			(83,805)			—			—			—			—			(83,805)
Loss from investment in Minera Santa Cruz S.A.			—			—			—			(1,517)			—			(1,517)
Other operating			(1,390)			(578)			—			—			—			(1,968)
Segment loss		$	(114,409)		$	(17,186)		$	(6,547)		$	(1,517)		$	(2,121)		$	(141,780)
General and administrative and other																		(11,935)
Loss before income and mining taxes																	$	(153,715)

Capital expenditures		$	4,821		$	9,104		$	—		$	—		$	—		$	13,925

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MCEWEN MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

Geographic information

Geographic information includes the following long-lived assets balances and revenues presented for the Company’s operating segments:


		Non-current Assets					Revenue ^(1)^
		Year ended December 31,					Year ended December 31,
		2022		****	2021		2022		2021		2020
USA		$	70,577		$	37,878	$	47,926	$	79,205	$	48,884
Canada			91,552			93,294		60,848		50,704		41,452
Mexico			29,219			26,561		1,643		6,632		14,453
Argentina ^(2)^			255,718			282,583		—		—		—
Total Consolidated ^(3)^		$	447,066		$	440,316	$	110,417	$	136,541	$	104,789
(1)	Presented based on the location from which the product originated.
---	---
(2)	Includes Investment in MSC of $93.5 million as of December 31, 2022 (December 31, 2021 - $90.9 million).
---	---
(3)	Total excludes $0.3 million (December 31, 2021 - $0.4 million) related to the Company’s ROU office lease asset as the business activities related to corporate are not considered to be a part of the operating segments
---	---

As gold and silver can be sold through numerous gold and silver market traders worldwide, the Company is not economically dependent on a limited number of customers for the sale of its product. The following is a summary of revenue from gold and silver sales for significant customers for the years ended December 31, 2022, 2021 and 2020:


		Year ended December 31,
		2022		2021		2020
Asahi Refining Inc.	$	57,835	$	134,395	$	66,934
Auramet		50,580		—		—
Bank of Nova Scotia		—		—		33,060
Other		2,002		2,146		4,795
Revenue from gold and silver sales	$	110,417	$	136,541	$	104,789

NOTE 4 OTHER INCOME

The following is a summary of other income (expense) for the years ended December 31, 2022, 2021 and 2020:


	Year ended December 31,
	2022		2021		2020
COVID-19 relief	$	—	$	3,541	$	6,420
Unrealized and realized gain (loss) on investments (Note 5)		(511)		28		(619)
Foreign currency gain on Blue Chip Swap		19,772		—		—
Foreign currency gain, other		4,030		513		1,078
Other income (loss), net		(353)		2,199		14
Total other income	$	22,938	$	6,281	$	6,893

During the year ended December 31, 2022, 2021 and 2020, the Company recognized $nil, $3.5 million and $6.4 million, respectively, of other income through COVID-19 relief from the Canadian government via the Canadian Emergency Wage Subsidy and Canada Emergency Rent Subsidy programs.

Foreign currency gain on Blue Chip Swap represents the realized foreign exchange gain from the transfer of marketable securities to facilitate intragroup funding transfers between the US parent and its Argentine subsidiary (“Blue Chip Swap”). 100

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

The Blue Chip Swap transaction is the fund transfer vehicle provided by a financial institution, which utilizes the existing loan structure between the Company’s Canadian, Cayman Islands, and Argentina subsidiaries. The Company does not acquire marketable securities or engage in these transactions for speculative purposes.

For the year ended December 31, 2022, the Company completed eleven Blue Chip Swap transactions to transfer funds from its Canadian USD bank account to Argentina. These funds were used for the continued development of the Los Azules Copper project. For the year ended December 31, 2022, the Company realized a net gain of $18.8 million. The net gain for the year ended December 31, 2022 was comprised of a foreign currency gain of $19.8 million and a realized loss on investments of $1.0 million, including the impact of fees and commissions. No similar transactions occurred in 2021 and 2020.

NOTE 5 INVESTMENTS

The Company’s investment portfolio consisted of marketable equity securities and warrants of certain publicly-traded companies.

The following is a summary of the activity in investments for the years ended December 31, 2022 and 2021:


	As at		Additions/				Disposals/		Unrealized		Fair value
	December 31,		transfers during		Net gain (loss) on		transfers during		loss on		December 31,
	2021		period		securities sold		year		securities held		2022
Marketable equity securities	$	1,644	$	—	$	—	$	—	$	(511)	$	1,133
Warrants		162	****	—	****	—	****	—	****	—		162
Investments	$	1,806	$	—	$	—	$	—	$	(511)	$	1,295


		As at		Additions/				Disposals/		Unrealized		Fair value
		December 31,		transfers during		Net gain (loss) on		transfers during		gain on		December 31,
	****	2020		period		securities sold		year		securities held		2021
Marketable equity securities		$	—	$	1,616	$	—	$	—	$	28	$	1,644
Warrants			—		162		—		—		—		162
Investments		$	—	$	1,778	$	—	$	—	$	28	$	1,806

On June 23, 2021, the Company closed the sale of two projects in Nevada, Limousine Butte and Cedar Wash, with Nevgold Corp. (“Nevgold”, formerly Silver Mountain Mines Inc.). In addition to $0.5 million of cash received as part of the consideration, the Company received 4,963,455 common shares and 2,481,727 warrants of Nevgold. The warrants have an exercise price of $0.60 per share and are exercisable until June 23, 2023. The common shares trade on the TSX Venture Exchange.

During the years ended December 31, 2022, 2021 and 2020, the Company sold marketable equity securities for proceeds of $nil, $nil and $1.3 million, respectively.

NOTE 6 RECEIVABLES AND OTHER CURRENT ASSETS

Receivables and other current assets as at December 31, 2022 and 2021 consisted of the following:


	December 31, 2022		December 31, 2021
Government sales tax receivable		2,868	$	3,708
Prepaids and other assets		5,972		6,883
Receivables and other current assets	$	8,840	$	10,591

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

Included in government sales tax receivable for the year ended December 31, 2022 is $0.9 million HST receivable from the company’s operations at the Fox Complex (December 31, 2021 - $2.2 million). The timing of receipt of these funds is uncertain due to ongoing review conducted by local tax authorities.

Government Sales Taxes Receivable:

In Mexico, Argentina, and Canada, value added taxes are assessed on purchases of materials and services and sales of products. Businesses are generally entitled to recover the taxes they have paid related to purchases of materials and services, either as a refund or as a credit against future taxes payable.

NOTE 7 INVENTORIES

Inventories at December 31, 2022 and 2021 consist of the following:


	December 31, 2022		December 31, 2021
Material on leach pads	$	7,571	$	4,660
In-process inventory	****	3,674		3,049
Stockpiles	****	15,392		5,105
Precious metals	****	2,119		1,819
Materials and supplies	****	5,411		3,702
	$	34,167	$	18,335
Less long-term portion		(2,432)		(2,543)
		31,735		15,792

During the year ended December 31, 2022, inventory at the Fox Complex, El Gallo mine and Gold Bar Mine were written down to their estimated net realizable value by $2.4 million, $4.6 million and $nil respectively. During the year ended December 31, 2021, the inventory at the Fox Complex, El Gallo mine and Gold Bar Mine were written down to their net realizable value by $2.1 million, $3.3 million, and $1.4 million respectively. Of these write-downs, a total of $6.4 million was included in production costs applicable to sales (December 31, 2021 - $6.0 million) and $0.6 million was included in depreciation and depletion (December 31, 2021 - $0.8 million) in the Statement of Operations.

NOTE 8 MINERAL PROPERTY INTERESTS AND PLANT AND EQUIPMENT

The cost and carrying value of mineral property interests and plant and equipment at December 31, 2022 and 2021 are as follows:


	December 31, 2022		December 31, 2021
Mineral property interests, cost	$	359,845	$	344,529
Less: accumulated depletion		(58,700)		(47,197)
Mineral property interests, carrying value	$	301,145	$	297,332

Plant and equipment, cost
Land	$	17,850	$	8,949
Construction in progress		8,408		4,078
Plant and equipment		73,740		76,887
Subtotal	$	99,998	$	89,914
Less: accumulated depreciation	****	(54,862)		(44,942)
Plant and equipment, carrying value	$	45,136	$	44,972

Mineral property interests and plant and equipment, carrying value	$	346,281	$	342,303

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December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

Mineral property interest carrying value at December 31, 2022 and 2021 includes the following:


Name of Property/Complex	****	State/Province	****	Country	****	2022		****	2021		****
Fox Complex		Ontario		Canada		$	40,413		$	37,678
Lexam Exploration Properties		Ontario		Canada			41,595			41,595
Los Azules Copper Project		San Juan		Argentina			191,490			191,490
Tonkin Properties		Nevada		United States		****	4,833			4,833
Gold Bar Mine		Nevada		United States		****	12,982			11,790
Elder Creek Exploration Property		Nevada		United States		****	785			785
Fenix Project Properties		Sinaloa		Mexico		****	9,047			9,160
Total mineral property interests						$	301,145		$	297,332

Gold Bar mineral property interests are depleted based on the units of production method from the production commencement date over the estimated proven and probable reserves.

The El Gallo mine and Fox Complex are depleted and depreciated using the straight line or units-of-production method over the stated mine life, as the projects do not have proven and probable reserves compliant with S-K 1300*.*

The definition of proven and probable reserves is set forth in the S-K 1300. If proven and probable reserves exist at the Company’s properties, the relevant capitalized mineral property interests and asset retirement costs are charged to expense based on the units of production method upon commencement of production. The Company’s Gold Bar Mine and San José properties have proven and probable reserves estimated in accordance with S-K 1300.

The Company conducts a review of potential triggering events for impairment for all its mineral projects on a quarterly basis or when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. During the year ended December 31, 2022 and 2021, no impairment has been noted for any of the Company’s mineral property interests.

NOTE 9 INVESTMENT IN MSC - SAN JOSÉ MINE

The Company accounts for investments over which it exerts significant influence but does not control through majority ownership using the equity method of accounting. In applying the equity method of accounting to the Company’s investment in MSC, MSC’s financial statements, which are originally prepared by MSC in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, have been adjusted to conform with US GAAP. As such, the summarized financial data presented under this heading is in accordance with US GAAP. 103

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

A summary of the operating results of MSC for the years ended December 31, 2022, 2021, and 2020, is as follows:


		Year ended December 31,
		2022		2021			2020	****
Minera Santa Cruz S.A. (100%)
Revenue from gold and silver sales		$	254,698	$	271,863	$	219,020
Production costs applicable to sales			(182,195)		(196,033)		(138,182)
Depreciation and depletion			(32,200)		(39,948)		(29,809)
Gross profit			40,303		35,882		51,029
Exploration			(8,946)		(10,602)		(10,446)
Other expenses^(1)^			(19,715)		(17,077)		(30,515)
Net income before tax		$	11,642	$	8,203	$	10,068
Current and deferred tax recovery (expense)			1,221		(7,934)		(4,466)
Net income		$	12,863	$	269	$	5,602

Portion attributable to McEwen Mining Inc. (49%)
Net income		$	6,303	$	132	$	2,745
Amortization of fair value increments		****	(4,155)		(8,331)		(5,390)
Income tax recovery			628		666		1,128
Income (loss) from investment in MSC, net of amortization		$	2,776	$	(7,533)	$	(1,517)
(1)	Other expenses include foreign exchange, accretion of asset retirement obligations and other finance related expenses.
---	---

The income (loss) from investment in MSC attributable to the Company includes amortization of the fair value increments arising from the initial purchase price allocation and related income tax recovery. The income tax recovery reflects the impact of devaluation of the Argentine peso against the U.S. dollar on the peso-denominated deferred tax liability recognized at the time of acquisition, as well as income tax rate changes over the periods.

Changes in the Company’s investment in MSC for the year ended December 31, 2022 and 2021 is as follows:


	December 31, 2022		****	December 31, 2021
Investment in MSC, beginning of period	$	90,961		$	108,326
Attributable net income from MSC		6,303			132
Amortization of fair value increments	****	(4,155)			(8,331)
Income tax recovery		628			666
Dividend distribution received	****	(286)			(9,832)
Investment in MSC, end of period	$	93,451		$	90,961

A summary of the key assets and liabilities of MSC as at December 31, 2022 and 2021, before and after adjustments for fair value increments arising from the purchase price allocation, are as follows:


As at December 31, 2022	Balance excluding FV increments		Adjustments		Balance including FV increments
Current assets	$	98,956	$	1,103	$	100,059
Total assets	$	204,671	$	81,434	$	286,105
Current liabilities	$	(60,584)	$	—	$	(60,584)
Total liabilities	$	(82,185)	$	(1,295)	$	(83,480)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)


As at December 31, 2021	Balance excluding FV increments		Adjustments		Balance including FV increments
Current assets	$	89,876	$	469	$	90,345
Total assets	$	180,302	$	89,975	$	270,277
Current liabilities	$	(51,244)	$	—	$	(51,244)
Total liabilities	$	(82,075)	$	(2,577)	$	(84,652)

NOTE 10 LEASE LIABILITIES

The Company’s lease obligations include equipment, vehicles and office space. Leased assets are included in plant and equipment (Note 8). The terms and conditions contained in the Company’s leases do not contain variable components.

Lease liabilities as at December 31, 2022 and 2021 are as follows:


	Total discounted lease liabilities
	December 31, 2022		December 31, 2021
Finance leases	$	1,320	$	3,833
Operating lease		1,086		583
Lease liabilities	$	2,406	$	4,416
Current portion		(1,215)		(2,901)
Long-term portion	$	1,191	$	1,515

Lease liabilities as at December 31, 2022 are recorded using a weighted average discount rate of 3.63% and 8.00% for finance and operating leases and have average remaining lease terms of two years and three years, respectively. By comparison, as at December 31, 2021 lease liabilities were recorded at a rate of 6.67% and 8.73% for finance and operating leases and had average remaining lease term of one year and three years.

During the year ended December 31, 2022, the Company recorded $3.0 million (December 31, 2021 – $2.0 million) in interest and other finance costs related to leases. A breakdown of the lease related costs for the year ended December 31, 2022 and 2021 are as follows:


	December 31, 2022		December 31, 2021
Finance leases:
Amortization of ROU assets	$	2,865	$	1,659
Interest expense		140		329
Total	$	3,005	$	1,988

Operating lease:
Rent expense	$	152	$	135

Future minimum undiscounted lease payments as at December 31, 2022 are as follows:


	Payments due by period
	2023		2024		2025		2026		Total
	(in thousands)
Operating lease obligation	$	512	$	332	$	204	$	118	$	1,166
Finance lease obligations		1,060		357		68		29		1,514
Total future minimum lease payments	$	1,572	$	689	$	272	$	147	$	2,680
Less: Imputed interest										21
Total										2,701

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

NOTE 11 LONG-TERM DEBT

$50 Million Term Loan Facility

On August 10, 2018, the Company finalized a $50.0 million senior secured three-year term loan. Interest on the loan accrued at the rate of 9.75% per annum with interest due monthly and was secured by a lien on certain of the Company’s and its subsidiaries’ assets.

On June 25, 2020, the Company entered into an Amended and Restated Credit Agreement (“ARCA”) which refinanced the outstanding $50.0 million loan and included the following revisions:

●	Scheduled repayments were extended by two years; monthly repayments of principal in the amount of $2.0 million were due beginning on August 31, 2022, and continuing for 11 months, followed by a final principal payment of $26.0 million, and any accrued interest on August 31, 2023 (but, later extended, as described below).
●	Additionally, the minimum working capital maintenance requirement was reduced from $10.0 million under the original term loan to $nil between June 30, 2020 through December 31, 2020, and from $10.0 million to $2.5 million from March 31, 2021 until the end of 2021. The working capital requirement increased to $5.0 million at March 31, 2022, $7.0 million at June 30, 2022, and $10 million at September 30, 2022, and each fiscal quarter thereafter (further amended, see below).
---	---
●	The Company issued 209,170 shares of common stock valued at $1,875,000 to the lenders as consideration for the maintenance, continuation, and extension of the maturity date of the loan. The value of the shares plus the unamortized costs of the original term loan are being amortized over the modified term of the loan.
---	---
●	Sprott Private Resource Lending II (Collector), LP replaced Royal Capital Management Corp. as the administrative agent and lender. An affiliate of Robert R. McEwen remained as a lender. The remaining principal terms of the original agreement remained unchanged.
---	---

On March 31, 2022, further amendments were made to the ARCA which refinanced the outstanding $50.0 million loan and which terms differed in material respects from the previous amendment as follows:

●	Scheduled repayments of the principal were extended by 18 months thereafter; monthly repayments of principal in the amount of $2.0 million are now due beginning on August 31, 2023, and continuing for 18 months, followed by a final principal payment of $12.0 million, and any accrued interest on March 31, 2025.
●	The minimum working capital maintenance requirement was reduced from $10.0 million under the amended term loan to $5.0 million at March 31, 2022 and until March 31, 2023. The working capital requirement increases to $7.0 million at June 30, 2023 and $10 million at September 30, 2023 and each fiscal quarter thereafter.
---	---
●	The Company issued shares of common stock valued at $0.5 million to the unaffiliated lender as consideration for the maintenance, continuation, and extension of the maturity date of the loan. The value of the shares plus the unamortized costs of the original term loan are being amortized over the modified term of the loan.
---	---

The remaining principal terms of the original agreement remained unchanged. The Company is currently in full compliance with all covenants under the ARCA.

$15 Million Subordinated Promissory Note

On March 31, 2022, the Company issued a $15.0 million unsecured subordinated promissory note to a company controlled by Robert R. McEwen, the Chairman and Chief Executive Officer of the Company (“Promissory Note”). The Promissory Note is payable in full on or before September 25, 2025, interest is payable monthly at a rate of 8% per annum. The promissory note is subordinated to the ARCA loan facility. 106

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

A reconciliation of the Company’s long-term debt for the year ended December 31, 2022 and 2021 is as follows:


	Year ended December 31, 2022		Year ended <br>December 31, 2021
Balance, beginning of period	$	48,866	$	48,160
Promissory note - initial recognition		15,000		—
Interest expense	****	5,488		5,581
Interest payments	****	(4,875)		(4,875)
Financing fee		(500)		—
Balance, end of period	$	63,979	$	48,866
Less: current portion		10,000		—
Long-term portion	$	53,979	$	48,866

NOTE 12 RECLAMATION AND REMEDIATION LIABILITIES

The Company is responsible for reclamation of certain past and future disturbances at its properties. The most significant properties subject to these obligations are the Gold Bar and Tonkin properties in Nevada, the Fox Complex properties in Canada, and the El Gallo mine in Mexico.

A reconciliation of the Company’s asset retirement obligations for the years ended December 31, 2022 and 2021 are as follows:


	December 31, 2022		****	December 31, 2021		****
Reclamation and remediation liability, beginning balance	$	35,452		$	34,000
Settlements	****	(774)			(2,225)
Accretion of liability	****	2,354			2,405
Revisions to estimates and discount rate	****	5,664			1,257
Foreign exchange revaluation		(850)			15
Reclamation and remediation liability, ending balance	$	41,846		$	35,452
Less: current portion		12,576			5,761
Long-term portion	$	29,270		$	29,691

The adjustment reflecting updated estimates for the year ended December 31, 2022, primarily relates to a $3.2 million increase in obligations in Gold Bar, $1.2 million increase in obligations in Tonkin Springs and $1.3 million increase in obligations in El Gallo. By comparison, as at December 31, 2021, $0.5 million increase in obligations relates to Gold Bar, $0.1 million increase - Tonkin Springs and $0.6 million increase - Fox Complex.

Reclamation expense in the Statement of Operations includes adjustments for updates in the reclamation liability for properties that do not have reserves in compliance with S-K 1300. Reclamation accretion for all properties is as follows:


	Year ended December 31,
	2022		2021		2020
Reclamation adjustment reflecting updated estimates	$	991	$	1,045	$	(113)
Reclamation accretion		2,354		2,405		1,901
Total	$	3,345		3,450	$	1,788

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

NOTE 13 SHAREHOLDERS’ EQUITY

Share Consolidation and Articles of Amendment

Effective after the close of trading on July 27, 2022, the Company filed Articles of Amendment to its Second Amended and Restated Articles of Incorporation with the Colorado Secretary of State to, among other items, effect a one-for-ten reverse split of its outstanding common stock. This reverse split, or consolidation, resulted in every 10 shares of common stock outstanding immediately prior to the effective date being converted into one share of common stock after the effective date. The consolidation was effected following approval by the shareholders in order for the Company to regain compliance with the NYSE (the “New York Stock Exchange”) listing requirements, specifically those requiring a minimum share trading price of $1 per share. The consolidation was effective for trading purposes on July 28, 2022. Following the consolidation, the company purchased fractional shares resulting from the split.

The Articles of Amendment also served to reduce the Company’s authorized capital from 675,000,002 shares to 200,000,002 shares, with 200,000,000 shares being common stock and 2 shares being a special preferred stock.

Equity Issuances

Equity Financing

During the year ended December 31, 2021, the Company completed a registered direct offering of common stock and issued 3,000,000 shares priced at $10.50 per share for gross proceeds of $31.5 million. Total issuance costs amounted to $1.7 million for net proceeds of $29.9 million.

Flow-Through Shares Issuance – Canadian Exploration Expenditures (“CEE”)

On March 2, 2022, the Company issued 1,450,000 flow-through common shares priced at $10.40 per share for gross proceeds of $15.1 million. The proceeds of this offering have been or will be used for the continued development of the Company’s properties in the Timmins region of Canada. The total proceeds were allocated between the sale of tax benefits and the sale of common shares. The total issuance costs related to the issuance of the flow-through shares were $0.8 million, which were accounted for as a reduction to the value of the common shares. The net proceeds of $14.4 million were allocated between the sale of tax benefits in the amount of $4.1 million and the sale of common shares in the amount of $10.3 million.

On December 31, 2020, the Company issued 766,990 flow-through common shares priced at $12.80 per share for gross proceeds of $9.8 million. The purpose of this offering was to fund exploration activities on the Company’s properties in the Timmins region of Canada. No issuance costs were incurred as part of this issuance. Proceeds of $9.8 million were allocated between the sale of tax benefits in the amount of $2.1 million and the sale of common shares in the amount of $7.7 million.

On September 10, 2020, the Company issued 629,816 flow-through common shares priced at $16.50 per share for gross proceeds of $10.4 million. The purpose of this offering was also to fund exploration activities on the Company’s properties in the Timmins region of Canada. The total issuance costs related to the issuance of the flow-through shares were $0.6 million, which were accounted for as a reduction to the common shares. The net proceeds of $9.8 million were allocated between the sale of tax benefits in the amount of $2.0 million and the sale of common shares in the amount of $7.8 million.

The Company is required to spend these flow-through share proceeds on flow-through eligible CEE as defined by subsection 66.1(6) of the Income Tax Act (Canada). As of December 31, 2022, the Company had incurred a total of $21.4 million in eligible CEE ($12.7 million as of December 31, 2021). The Company expects to fulfill its remaining CEE commitments from its most recent common share flow through offering of $15.1 million by the end of 2023. 108

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December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

Flow-Through Shares Issuance – Canadian Development Expenses (“CDE”)

On January 29, 2021, the Company issued 1,260,060 flow-through common shares priced at $10.10 per share for gross proceeds of $12.7 million. The purpose of this offering was to fund the continued development of the Froome Mine. The total issuance costs related to the issuance of the flow-through shares were $0.7 million, which were accounted for as a reduction to the common shares. The net proceeds of $12.0 million were allocated between the sale of tax benefits in the amount of $1.2 million and the sale of common shares in the amount of $10.8 million.

The Company is required to spend these flow-through share proceeds on flow-through eligible CDE as defined by subsection 66.2(5) of the Income Tax Act (Canada). The Company satisfied the total of $12.7 million CDE requirement during 2021.

November 2019 Offering

On November 20, 2019 (the “November Offering”), the Company issued 3,775,000 Units at $13.25 per Unit, for net proceeds of $46.6 million (net of issuance costs of $3.5 million). Each Unit consisted of one share of common stock and one-half of one warrant. Ten whole warrants are exercisable at any time for one share of common stock of the Company at a price of $17.22, subject to customary adjustments, expiring five years from the date of issuance. The warrants provide for cashless exercise under certain conditions. The warrants under the November Offering are listed for trading on an over the counter market.

The Company concluded that both common stock and warrants are equity-linked financial instruments and should be accounted for permanently in the shareholders’ equity section in the Consolidated Balance Sheets, with no requirement to subsequently revalue any of the instruments. Of the net proceeds of $46.6 million, $37.3 million was allocated to common stock and $9.3 million was allocated to warrants, based on their relative fair values at issuance.

The Company used the Black-Scholes pricing model to determine the fair value of warrants issued in connection with the November Offering using the following assumptions:


	November 20, 2019
Risk-free interest rate		1.55	%
Dividend yield		0.00	%
Volatility factor of the expected market price of common stock		60	%
Weighted-average expected life		5 years
Weighted-average grant date fair value	$	0.52

As of December 31, 2022, 2,170,625 warrants issued under the November Offering remain outstanding and unexercised. The warrants expire in November 2024.

Stock Options

The Company’s Amended and Restated Equity Incentive Plan (“Plan”) allows for equity awards to be granted to employees, consultants, advisors, and directors. The Plan is administered by the Compensation Committee of the Board of Directors (“Committee”), which determines the terms pursuant to which any award is granted. The Committee may delegate to certain officers the authority to grant awards to certain employees (other than such officers), consultants and advisors. ****The number of shares of common stock reserved for issuance thereunder is 1.75 million shares, including shares issued under the Plan before it was amended, with no more than 1 million shares subject to grants of options to an individual in a calendar year. The Plan provides for the grant of incentive options under Section 422 of the Internal Revenue Code, which provide potential tax benefits to the recipients compared to non-qualified options. 109

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December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

As of December 31, 2022, 447,787 options were outstanding under the plan (December 31, 2021 – 616,958).

Shareholder Distributions

Pursuant to the ARCA (Note 11), the Company is prevented from paying any dividends on its common stock, so long as the loan is outstanding.

Stock-Based Compensation

The following table summarizes information about stock options outstanding under the Plan at December 31, 2022:


	****		****			****	Weighted	****			****
				Weighted			Average				****
				Average			Remaining				****
		Number of		Exercise			Contractual		Intrinsic		****
		Shares		Price			Life (Years)		Value		****
		(in thousands, except per share and year data)
Balance at December 31, 2019		527		$	20.02		3.0		$	364
Granted		510			12.24		—			—
Exercised		(14)			10.20		—			10
Forfeited		(197)			21.79		—			2
Expired		(125)			11.85		—			—
Balance at December 31, 2020		701		$	15.51		4.2		$	53
Granted		95			12.21		—			—
Exercised		—			—		—			10
Forfeited		(159)			14.56		—			2
Expired		(20)			71.00		—			—
Balance at December 31, 2021		617		$	13.43		4.2		$	53
Forfeited		(159)			12.27		—			2
Expired		(10)			27.80		—			—
Balance at December 31, 2022		448		$	13.43		2.6		$	—
Exercisable at December 31, 2022		321		$	13.81		2.6		$	—

Stock options have been granted to key employees, directors and consultants under the Plan. Options to purchase shares under the Plan were granted at or above the market value of the common stock as of the date of the grant. During the year ended December 31, 2021, the Company granted stock options to certain employees and directors for an aggregate of 0.1 million shares of common stock at a weighted average exercise price of $12.20 per share. The options vest equally over a three-year period if the individuals remain affiliated with the Company (subject to acceleration of vesting in certain events) and are exercisable for a period of five years from the date of grant.

The fair value of the options granted under the Plan was estimated at the date of grant, using the Black-Scholes option-pricing model, with the following weighted-average assumptions:


	2022	****		2021	****		2020
Risk-free interest rate	-			0.519% to 0.873%			0.157% to 0.322%
Dividend yield	-			0.00%			0.00%
Volatility factor of the expected market price of common stock	-			63%			59%
Weighted-average expected life of option	-			3.5 years			3.5 years
Weighted-average grant date fair value	-		$	1.22		$	1.22

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December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

During the year ended December 31, 2022, the Company recorded stock option expense of $0.3 million (2021 – $0.8 million, 2020 – $0.6 million) while the corresponding fair value of awards vesting in the period was $0.8 million (2021 – $0.8 million and 2020 – $0.1 million).

As of December 31, 2022, there was $0.1 million (2021 – $0.6 million, 2020 - $1.4 million) of unrecognized compensation expense related to 0.4 million (2021 – 0.4 million, 2020 – 0.6 million) unvested stock options outstanding. This cost is expected to be recognized over a weighted-average period of approximately 0.9 years (2021 – 1.4 years, 2020 – 1.6 years).

The following table summarizes the status and activity of non-vested stock options for the year ended December 31, 2022, for the Company’s Plan and the replacement options from the acquisition of Lexam:


			Weighted Average
			Grant Date
	Number of		Fair Value
	Shares	****	Per Share
	(in thousands, except per share amounts)
Non-vested, beginning of year	390		$	4.26
Granted	—		$	-
Cancelled/Forfeited	(99)		$	4.16
Vested	(165)		$	4.40
Non-vested, end of year	126		$	4.15

NOTE 14 NET LOSS PER SHARE

Basic net income (loss) per share is computed by dividing the net income or (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed similarly except that the weighted average number of common shares is increased to reflect all dilutive instruments. Diluted net income per share is calculated using the treasury stock method. In applying the treasury stock method, employee stock options with an exercise price greater than the average quoted market price of the common shares for the period outstanding are not included in the calculation of diluted net income per share as the impact would be anti-dilutive. Potentially dilutive instruments are not considered in calculating the diluted loss per share, as their effect would be anti-dilutive.

Below is a reconciliation of the basic and diluted weighted average number of common shares and the computations for basic and diluted net (loss) per share for the years ended December 31, 2022, 2021 and 2020:


	Year ended December 31,
	2022		2021		2020
	(amounts in thousands, unless otherwise noted)
Net loss	$	(81,075)	$	(56,712)	$	(152,325)
	****
Weighted average common shares outstanding		47,427		45,490		40,346
Diluted shares outstanding		47,427		45,490		40,346

Net loss per share - basic and diluted	$	(1.71)	$	(1.25)	$	(3.78)

For the years ended December 31, 2022, 2021 and 2020, all outstanding options to purchase shares of common stock and share purchase warrants were excluded from the respective computations of diluted loss per share, as the Company was in a loss position, and all potentially dilutive instruments were anti-dilutive and therefore not included in the calculation of diluted net loss per share.

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December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

NOTE 15 RELATED PARTY TRANSACTIONS

The Company incurred the following expense in respect to the related parties outlined below during the periods presented:


	Year ended December 31,
	2022		****	2021		****	2020
Lexam L.P.	$	—		$	78		$	99
REVlaw		366			347			158

The Company has the following outstanding accounts payable balance in respect to the related parties outlined below:


	December 31, 2022			December 31, 2021
REVlaw		112			137

REVlaw is a company owned by Ms. Carmen Diges, General Counsel of the Company. The legal services of Ms. Diges as General Counsel and other support staff, as needed, are provided by REVlaw in the normal course of business and have been recorded at their exchange amount.

An affiliate of Mr. McEwen participated as a lender in the $50.0 million term loan by providing $25.0 million of the total $50.0 million funding and continued as such under the ARCA. During the year ended December 31, 2022, the Company paid $2.4 million (year ended December 31, 2021 – $2.8 million) in interest to this affiliate. Furthermore, pursuant to the ARCA, 104,585 shares of common stock valued at $0.9 million were issued to the affiliate. The payments to the affiliate of Mr. McEwen are on the same terms as the non-affiliated lender (Note 11).

On March 31, 2022, the Company issued a $15.0 million unsecured subordinated promissory note to a company controlled by Mr. McEwen. The Promissory Note is payable in full on or before September 25, 2025, interest is payable monthly at a rate of 8% per annum and is subordinated to the ARCA loan facility. The amount of interest paid during the year ended December 31, 2022, is $0.9 million (Note 11).

On August 23, 2021, an affiliate of Mr. McEwen participated in the Series B private placement offering conducted by McEwen Copper (Note 20).

NOTE 16 FAIR VALUE ACCOUNTING

As required by accounting guidance, certain assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Warrants

Upon initial recognition, the warrants received as part of the asset sale to Nevgold (Note 4) were fair valued using the Black-Scholes valuation model as they are not quoted in an active market. Subsequently, the warrants have been accounted for as equity investment at cost. Average volatility of 94.6% was determined based on a selection of similar junior mining companies. The warrants are exercisable upon receipt and have an exercise price of $0.60 per share and expire June 23, 2023. As of December 31, 2022, no warrants related to the Nevgold transaction have been exercised. 112

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December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

Assets and liabilities measured at fair value on a recurring basis

The following tables identify the Company’s assets and liabilities measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy as at December 31, 2022 and 2021, as reported in the Consolidated Balance Sheets:


		Fair value as at December 31, 2022								****	Fair value as at December 31, 2021
	****	Level 1		****	Level 2		****	Total		****	Level 1		Level 2		Total
Marketable equity securities		$	1,133		$	—		$	1,133		$	1,644	$	—	$	1,644
Total investments		$	1,133		$	—		$	1,133		$	1,644	$	—	$	1,644

The Company’s investments as at December 31, 2022 mainly consist of marketable equity securities which are exchange-traded and are valued using quoted market prices in active markets and as such are classified within Level 1 of the fair value hierarchy. The fair value of the investments is calculated as the quoted market price of the marketable equity security multiplied by the quantity of shares held by the Company.

The fair value of other financial assets and liabilities were assumed to approximate their carrying values due to their short-term nature and historically negligible credit losses.

NOTE 17 COMMITMENTS AND CONTINGENCIES

Commitments

The following are minimum commitments of the Company as at December 31, 2022, and related payments due over the following five years:


		Payments due by period
		2023		2024		2025		2026		Thereafter			Total
Mining and surface rights		$	1,555	$	1,401	$	607	$	600	$	52	$	4,215
Exploration - Los Azules			29,428		—		—		—		—		29,428
Exploration - Other			13,155		—		—		—		—		13,155
Reclamation costs^(1)^			12,815		1,400		1,744		3,068		32,821		51,849
Long-term debt			14,712		26,833		16,337		—		—		57,882
Lease obligations			1,572		689		272		147		—		2,680
Total		$	73,237	$	30,324	$	18,960	$	3,815	$	32,873	$	159,209
(1)	Amounts presented represent the undiscounted uninflated future payments.
---	---

Reclamation Bonds

As part of its ongoing business and operations, the Company is required to provide bonding for its environmental reclamation obligations of $27.8 million in Nevada pertaining primarily to the Tonkin and the Gold Bar properties and $11.5 million (C$15.6 million) in Canada with respect to the Black Fox Complex. In addition, under Canadian regulations, the Company was required to deposit approximately $0.1 million with respect to its Lexam properties in Timmins, which is recorded as non-current restricted cash (Note 18).

Surety Bonds

As at December 31, 2022, the Company had a surety facility in place to cover all its bonding obligations, which include $25.3 million of bonding in Nevada and $11.5 million (C$15.6 million) of bonding in Canada. The terms of the facility 113

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December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

carry an average annual financing fee of 2.3% and require a deposit of 10%. The surety bonds are available for draw-down by the beneficiary in the event the Company does not perform its reclamation obligations. If the specific reclamation requirements are met, the beneficiary of the surety bonds will release the instrument to the issuing entity. The Company believes it is in compliance with all applicable bonding obligations and will be able to satisfy future bonding requirements, through existing or alternative means, as they arise. As at December 31, 2022, the Company recorded $3.8 million in restricted cash as a deposit against the surety facility (Note 18).

Streaming Agreement

As part of the acquisition of the Fox Complex in 2017, the Company assumed a gold purchase agreement (streaming contract) related to production, if any, from certain claims. Under the streaming contract, the Company is obligated to sell 8% of gold production from the Black Fox mine and 6.3% from the adjoining Pike River property (Black Fox Extension) to Sandstorm Gold Ltd. at the lesser of market price or $561 per ounce (with inflation adjustments of up to 2% per year) until 2090.

The Company records revenue on these shipments based on the contract price at the time of delivery to the customer. During the year ended December 31, 2022, the Company recorded revenue of $1.7 million (2021 – $1.3 million) related to the gold stream sales.

Flow-through Eligible Expenses

On March 2, 2022, the Company completed a flow-through share issuance for gross proceeds of $15.1 million. The proceeds of this offering were used for the continued development of the Company’s properties in the Timmins region of Canada. As of December 31, 2022, the Company has incurred $1.0 million of the required CEE spend and expects to fulfill the remaining $14.0 million of CEE commitments by the end of 2023 (Note 13). ****

Prepayment Agreement

On July 27, 2022, the Company entered into a precious metals purchase agreement with Auramet. Under this agreement, the Company may sell the gold on a Spot Basis, on a Forward Basis and on a Supplier Advance basis, i.e. the gold is priced and paid for while the gold is:

(i)	at a mine for a maximum of 15 business days before shipment; or
(ii)	in-transit to a refinery; or
---	---
(iii)	while being refined at a refinery.
---	---

During the year ended December 31, 2022, the Company received net proceeds of $46.0 million from the sales on a Supplier Advance Basis. The Company recorded revenue of $40.6 million related to the gold sales, with the remaining $6.2 million representing 3,500 ounces pledged but not yet delivered to Auramet, recorded as a contract liability on the Consolidated Balance Sheets.

Other potential contingencies

The Company’s mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment, and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations. 114

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December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

The Company and its predecessors have transferred their interest in several mining properties to third parties throughout its history. The Company could remain potentially liable for environmental enforcement actions related to its prior ownership of such properties. However, the Company has no reasonable belief that any violation of relevant environmental laws or regulations has occurred regarding these transferred properties.

NOTE 18 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows:


	December 31, 2022		December 31, 2021
Cash and cash equivalents	$	39,782	$	54,287
Restricted cash - current		-		2,550
Restricted cash - non-current		3,797		3,797
Total cash, cash equivalents, and restricted cash	$	43,579	$	60,634

As of December 31, 2022, of $43.6 million of cash and cash equivalents, $2.5 million in cash and $35.6 million in bankers’ acceptance notes with maturity dates between 34 to 81 days are held by McEwen Copper. The non-current portion of restricted cash includes deposits related to the Company’s reclamation obligations and surety facility (Note 17).

NOTE 19 INCOME AND MINING TAXES

The Company’s income and mining tax (expense)/recovery consisted of:


	2022		2021		****	2020
United States	$	—	$	—		$	—
Foreign		7,663		—			—
Current tax expense	$	7,663	$	—		$	—

United States	$	—	$	(387)		$	(817)
Foreign		(1,856)		(6,928)			(573)
Deferred tax recovery	$	(1,856)	$	(7,315)		$	(1,390)

United States	$	—	$	(387)		$	(817)
Foreign		5,806		(6,928)			(573)
Total income and mining tax expense/(recovery)	$	5,806	$	(7,315)		$	(1,390)

The Company’s net loss before income and mining tax consisted of:


	2022		****	2021		2020
United States	$	(20,618)		$	(24,808)	$	(127,524)
Foreign		(59,670)			(39,391)		(26,191)
Loss before income and mining taxes	$	(80,288)		$	(64,199)	$	(153,715)

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December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

A reconciliation of the tax provision for 2022, 2021 and 2020 at statutory U.S. Federal and State income tax rates to the actual tax provision recorded in the financial statements is computed as follows:


Expected tax recovery at	****	2022		****	2021		****	2020
Loss before income and mining taxes		$	(80,288)		$	(64,199)		$	(153,715)
Statutory tax rate			21%			21%			21%
US Federal and State tax expense at statutory rate			(16,860)			(13,482)			(32,280)
Reconciling items:
Equity pickup in MSC		****	(583)			1,326			374
Deferred foreign income inclusion		****	—			—			795
Realized flow-through expenditures			2,169			6,148			496
Realized flow-through premium			(2,011)			(3,486)			(338)
Adjustment for foreign tax rates		****	(8,384)			(3,039)			(2,043)
Deferred mining tax liability			116
Permanent differences		****	31,369			9,353			(2,546)
NOL expires and revisions		****	—			241			1,066
Valuation allowance		****	(10)			(4,377)			33,086
Income and mining tax expense (recovery)		$	5,806		$	(7,315)		$	(1,390)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as at December 31, 2022 and 2021 respectively are presented below:


	****	2022		****	2021		****
Deferred tax assets:
Net operating loss carryforward		$	65,174		$	70,830
Mineral Properties			69,326			59,426
Other temporary differences			22,433			29,009
Total gross deferred tax assets			156,933			159,265
Less: valuation allowance			(149,342)			(149,921)
Net deferred tax assets		$	7,591		$	9,344
Deferred tax liabilities:
Acquired mineral property interests			(7,746)			(9,344)
Total deferred tax liabilities		$	(7,746)		$	(9,344)
Deferred income and mining tax liability		$	(155)		$	—

The Company reviews the measurement of its deferred tax assets at each balance sheet date. On the basis of available information at December 31, 2022, the Company has provided a valuation allowance for certain of its deferred assets where the Company believes it is more likely than not that some portion or all of such assets will not be realized.

The table below summarizes changes to the valuation allowance:


For the year ended December 31,	****	Balance ** at beginning of year**		****	Additions(a)		****	Deductions(b)		****	Balance at end of year
2022		$	149,921		$	6,600		$	(7,179)		$	149,342
2021			154,298			4,058			(8,435)			149,921
2020			121,212			39,794			(6,708)			154,298
(a)	The additions to valuation allowance mainly result from the Company and its subsidiaries incurring losses and exploration expenses for tax purposes which do not meet the more-likely-than-not criterion for recognition of deferred tax assets.
---	---

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(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

(b)	The reductions to valuation allowance mainly result from release of valuation allowance, expiration of the Company’s tax attributes, foreign exchange reductions of tax attributes in Canada, Mexico and Argentina and inflationary adjustments to tax attributes in Argentina.

As at December 31, 2022, 2021 and 2020, the Company did not have any income-tax related accrued interest and tax penalties.

The following table summarizes the Company’s losses that can be applied against future taxable profit:


Country	****	Type of Loss	****	Amount		****	Expiry ** Period**
United States^(a)^		Net-operating losses		$	197,714		2027-Unlimited
Mexico		Net-operating losses			46,842		2023-2032
Canada^(a)^		Net-operating losses			35,576		2025-2040
Argentina^(a)^		Net-operating losses			1,288		2023-2027
(a)	The losses in the United States, Canada, and Argentina are part of multiple consolidating groups, and therefore, may be restricted in use to specific projects.
---	---

The Company or its subsidiaries file income tax returns in the United States, Canada, Mexico, and Argentina. These tax returns are subject to examination by local taxation authorities provided the tax years remain open to audit under the relevant statute of limitations. The following summarizes the open tax years by major jurisdiction:

United States: 2018 to 2022

Canada: 2014 to 2022

Mexico: 2017 to 2022

Argentina: 2017 to 2022

NOTE 20 NON-CONTROLLING INTERESTS

On August 23, 2021, the Company’s subsidiary, McEwen Copper, closed the first tranche of a Series B private placement offering in which McEwen Copper issued 4,000,000 common shares at a price of $10.00 per share for gross proceeds of $40.0 million. An affiliate of Mr. McEwen purchased all the shares in this first tranche. As of August 23, 2021 and December 31, 2021, the affiliate held 18.6% ownership of McEwen Copper. As of September 30, 2022, this ownership was decreased to 15.57% due to the closing of the second and the third tranches of Series B private placement offering.

As a result of the common shares issued, the Company’s 100% ownership in McEwen Copper was reduced by 18.6% to 81.4%. The Company assessed 18.6% as non-redeemable non-controlling interests. Consequently, the Company recorded $14.9 million as non-controlling interests and $25.1 million as additional paid-in-capital on the Consolidated Balance Sheets in 2021.

On June 21, 2022, McEwen Copper closed the second tranche of the Series B private placement offering in which McEwen Copper issued 1,500,000 additional common shares at a price of $10.00 per share for gross proceeds of $15.0 million.

As a result of the common shares issued, the Company’s 81.4% ownership in McEwen Copper was reduced by 5.31% to 76.09%. The Company assessed 23.91% as non-redeemable non-controlling interests. Consequently, the Company recorded $7.6 million as non-controlling interests and $7.4 million as additional paid-in-capital in 2022.

On August 31, 2022, McEwen Copper closed its third and final tranche of the Series B private placement offering under which McEwen Copper issued 2,685,000 additional common shares at a price of $10.00 per share for gross proceeds of $26.9 million.

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MCEWEN MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

As a result of the common shares issued, the Company’s 76.09% ownership in McEwen Copper was reduced by 7.96% to 68.13%. The Company assessed 31.87% as non-redeemable non-controlling interests. Consequently, the Company recorded $16.1 million as non-controlling interests and $10.8 million as additional paid-in-capital in 2022.

As of December 31, 2022, the Company recorded $5.0 million net loss attributed to non-controlling interests of 31.87% (December 31, 2021 - $0.2 million net loss attributed to non-controlling interests of 18.6%).

NOTE 21 UNAUDITED SUPPLEMENTARY QUARTERLY INFORMATION

The following table summarizes unaudited supplementary quarterly information for the years ended December 31, 2022 and 2021:


		Three months ended
	****	March 31, 2022		****	June 30, 2022		****	September 30, 2022		****	December 31, 2022
		(unaudited) (in thousands, except per share)
Revenue from gold and silver sales		$	25,542		$	30,647		$	25,988		$	28,240
Gross profit (loss)			(5,994)			4,235			1,503			(288)
Net loss attributable to McEwen shareholders			(19,327)			(14,409)			(9,976)			(37,364)
Net loss per share:
Basic and diluted		$	(0.41)		$	(0.30)		$	(0.21)		$	(0.79)
Weighted average shares outstanding:
Basic and diluted			47,369			47,428			47,427			47,428


		Three months ended											****
	****	March 31, 2021		****	June 30, 2021		****	September 30, 2021		****	December 31, 2021		****
		(unaudited) (in thousands, except per share)
Revenue from gold and silver sales		$	23,740		$	40,706		$	37,129		$	34,966
Gross profit (loss)			(4,986)			4,059			344			(5,897)
Net loss attributable to McEwen shareholders			(12,466)			(5,989)			(17,401)			(20,856)
Net loss per share:
Basic and diluted		$	(0.28)		$	(0.13)		$	(0.38)		$	(0.46)
Weighted average shares outstanding:
Basic and diluted			44,179			45,919			45,919			45,490

NOTE 22 COMPARATIVE FIGURES

Certain amounts in prior years have been reclassified to conform to the current year’s presentation. Reclassified amounts were not material to the financial statements and relate to the presentation of Other Operating Expenses. Advanced projects in the Statement of Operations includes mine development costs, property holding and general and administrative costs associated with advanced stage projects. Exploration in the Statement of Operations includes exploration expenses, property holding and general and administrative costs associated with exploration stage projects. General and Administrative in the Statement of Operations include corporate (head office) general and administrative costs.

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MCEWEN MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued)

NOTE 23 SUBSEQUENT EVENTS

On February 23, 2023, the Company and McEwen Copper consummated agreements pursuant to which a single investor purchased 2,850,000 shares of McEwen Copper common stock from that entity for gross proceeds of ARS $20.9 billion (the “Stellantis Private Placement”) and an additional 1,250,000 shares of McEwen Copper common stock from an indirect subsidiary of the Company for aggregate proceeds of ARS $9.1 billion (the “Stellantis Secondary Transaction”). In each transaction, the purchaser of the McEwen Copper common stock is FCA Argentina S.A., an Argentinian subsidiary of Stellantis N.V., a public limited liability company organized under the laws of The Netherlands (“Stellantis”).

The Stellantis Private Placement was concluded pursuant to the terms of a Private Placement Subscription Agreement between McEwen Copper and Stellantis dated as of February 23, 2023 (“Subscription Agreement”). The agreement to purchase the common stock of McEwen Copper in the Stellantis Secondary Transaction is embodied in an Offer Agreement of the same date between Stellantis, the Company, McEwen Copper and certain subsidiaries of McEwen Copper (“Offer”). Both the Stellantis Private Placement and Stellantis Secondary Transaction closed on February 24, 2023. The parties entered into certain ancillary agreements in conjunction with the two transactions.

Upon consummation of each of the Nuton transactions discussed above, the Company owns 51.9% of McEwen Copper common stock on a fully diluted basis, and each of Nuton and Stellantis own 14.2%.

119

Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

During the fiscal period covered by this report, our management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the required time periods specified in the Commission’s rules and forms and are designed to ensure that information required to be disclosed in our reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in the Company's internal control over financial reporting during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Management’s report on internal control over financial reporting and the attestation report of Ernst & Young LLP, an independent registered public accounting firm, are included in Item 8**.** Financial Statements and Supplementary Data of this annual report on Form 10-K.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Pursuant to General Instruction G of Form 10-K, the information required to be included in this Item 10 is incorporated by reference to our Definitive Proxy Statement for our 2023 Annual Meeting of Shareholders, expected to be filed with the SEC on or before April 30, 2023.

The Company has a code of business conduct and ethics that applies to all of its employees, officers and directors. The code of business conduct and ethics is available on our website at www.mcewenmining.com and we will post any amendments to, or waivers, from, the code of ethics on that website.

ITEM 11. EXECUTIVE COMPENSATION

Pursuant to General Instruction G of Form 10-K, the information required to be included in this Item 11 is incorporated by reference to our Definitive Proxy Statement for our 2023 Annual Meeting of Shareholders, expected to be filed with the SEC on or before April 30, 2023.

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Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Pursuant to General Instruction G of Form 10-K, the information required to be included in this Item 12 is incorporated by reference to our Definitive Proxy Statement for our 2023 Annual Meeting of Shareholders, expected to be filed with the SEC on or before April 30, 2023.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Pursuant to General Instruction G of Form 10-K, the information required to be included in this Item 13 is incorporated by reference to our Definitive Proxy Statement for our 2023 Annual Meeting of Shareholders, expected to be filed with the SEC on or before April 30, 2023.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Pursuant to General Instruction G of Form 10-K, the information required to be included in this Item 14 is incorporated by reference to our Definitive Proxy Statement for our 2023 Annual Meeting of Shareholders, expected to be filed with the SEC on or before April 30, 2023.

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Table of Contents PART IV

ITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULES ****

The exhibits listed in this Item 15 are filed or furnished (except where otherwise indicated) as part of this report:


1.1		Agency Agreement between the Company and Cantor Fitzgerald Corporation dated March 2, 2022 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on March 3, 2022, Exhibit 1.1, File No. 001-33190)
3.1.1		Second Amended and Restated Articles of Incorporation of the Company as filed with the Colorado Secretary of State on January 20, 2012 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on January 24, 2012, Exhibit 3.1, File No. 001 33190)
3.1.2		Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Company as filed with the Colorado Secretary of State on January 24, 2012 (incorporated by reference from the Current Report on Form 8 K filed with the SEC on January 24, 2012, Exhibit 3.2, File No. 001 33190)
3.1.3		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 from the Current Report on the Form 8-K filed with the SEC on July 28, 2022, Exhibit 3.1, File No. 001-33190).
3.2		Amended and Restated Bylaws of the Company (incorporated by reference from the Current Report on Form 8-K filed with the SEC on March 12, 2012, Exhibit 3.2, File No. 001-33190).
4.1		Description of Capital Stock (incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 16, 2020, Exhibit 4.1, File No. 001-33190)
4.2		Form of Warrant issued by the Company in connection with November 2019 financing (incorporated by reference from the Current Report on Form 8-K filed with the SEC on November 22, 2019, Exhibit 4.1, File No. 001-33190)
10.1*		Amended and Restated Equity Incentive Plan dated as of March 17, 2015 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on May 29, 2015, Exhibit 4.1, File No. 001-33190)
10.2		First Amendment to the Amended and Restated Equity Incentive Plan dated April 16, 2021 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on June 30, 2021, Exhibit 10.1, File No. 001-33190)
10.3*		Form of Indemnification Agreement between the Company and its officers and directors (incorporated by reference from the Current Report on Form 8-K dated December 7, 2005, Exhibit 10.1, File No. 000-09137)
10.4		Second Amended and Restated Credit Agreement among the Company, as Borrower, the Lenders party to the Agreement and Sprott Private Resource Lending II (Collector), LP, as Administrative Agent, dated April 1, 2022 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 6, 2022, Exhibit 10.2, File No. 001-33190)
10.5		Subordinated Promissory Note executed by the Company in favor of Evanachan Limited, dated March 31, 2022 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 6, 2022, Exhibit 10.1, File No. 001-33190)
10.6*		Consulting Agreement between the Company and Perry Ing, executed on June 8, 2022 (incorporated by reference from the Current Report on Form 8-K/A filed with the SEC on June 8, 2022, Exhibit 10.1, File No. 001-33190)
10.7		Form of Subscription Agreement between McEwen Copper Inc. and non-U.S. residents (incorporated by reference from the Current Report on Form 8-K as filed with the SEC on June 23, 2022, Exhibit 10.1, File No. 001-33190).
10.8<br><br><br><br>10.9		Form of Subscription Agreement between McEwen Copper Inc. and U.S. residents (incorporated by reference from the Current Report on Form 8-K as filed with the SEC on June 23, 2022, Exhibit 10.2, File No. 001-33190).<br><br>Form of Subscription Agreement between McEwenb Copper Inc. and an institutional investor (incorporated by reference from the Current Report on Form 8-K as filed with the SEC on June 23, 2022, Exhibit 10.3, File No. 001-33190)
10.10		Unanimous Shareholder Agreement between Minera Andes Inc., Evanachan Limited, McEwen Copper Inc. and other parties dated August 20, 2021 (incorporated by reference from the Current Report on Form 8-K as filed with the SEC on August 25, 2021, Exhibit 10.2, File No. 001-33190)
10.11		Collaboration Agreement by and among McEwen Copper Inc., McEwen Mining Inc., Robert McEwen and Nuton LLC dated August 30, 2022 (incorporated by reference from the Current Report on Form 8-K as filed with the SEC on September 6, 2022, Exhibit 10.3, File No. 001-33190).
10.12.1		Option and Joint Venture Agreement, by and among Minera Andes Inc., Minera Andes S.A., and Mauricio Hochschild & CIA. LTDA., dated March 15, 2001 (the “OJVA”) (incorporated by reference from the Annual Report on Form 10-K filed with the SEC on March 1, 2017, Exhibit 10.12, File No. 001-33190)
10.12.2		First Amendment to OJVA, dated May 14, 2002 (incorporated by reference from the Annual Report on Form 10-K filed with the SEC on March 1, 2017, Exhibit 10.12.1, File No. 001-33190)
10.12.3		Second Amendment to OJVA, dated August 27, 2002 (incorporated by reference from the Annual Report on Form 10-K filed with the SEC on March 1, 2017, Exhibit 10.12.2, File No. 001-33190)

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10.12.4		Third Amendment to OJVA, dated September 10, 2004 (incorporated by reference from the Annual Report on Form 10-K filed with the SEC on March 1, 2017, Exhibit 10.12.3, File No. 001-33190)
10.12.5		Fourth Amendment to OJVA, dated September 17, 2010 (incorporated by reference from the Annual Report on Form 10-K filed with the SEC on March 1, 2017, Exhibit 10.12.4, File No. 001-33190)
10.13		Subscription Agreement between McEwen Copper Inc. and Evanachan Limited dated August 20, 2021 (incorporated by reference from the Current Report on Form 8-K as filed with the SEC on August 25, 2021, Exhibit 10.1, File No. 001-33190)
10.14		Nuton Collaboration Agreement among McEwen Copper Inc., McEwen Mining Inc., Robert McEwen and Nuton LLC dated August 30, 2022 ((incorporated by reference from the Current Report on Form 8-K as filed with the SEC on September 6, 2022, Exhibit 10.3, File No. 001-33190)
10.15+		Private Placement Subscription Agreement between McEwen Copper Inc. and FCA Argentina S.A. dated as of February 23, 2023
10.16+		Offer Agreement among Andes Corporacion S.A., McEwen Copper Inc., Minera Andes Inc., McEwen Mining Inc. and FCA Argentina S.A. dated as of February 23, 2023
10.17+		Investor Rights Agreement among McEwen Copper Inc., Minera Andes Inc., McEwen Mining Inc., Robert McEwen and FCA Argentina S.A. dated as of February 23, 2023
10.18+		Binding Term Sheet for Subscription between Nuton LLC and McEwen Copper Inc. effective as of February 23, 2023
10.19+		Binding Term Sheet for Subscription for Seconary Offering of Shares amonbg Nuton LLC, McEwen Copper Inc. and McEwen Mining Inc. dated as of February 23, 2023
21+		List of subsidiaries of the Company
23.1+		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.3+		Consent of Mining Plus US Corporation
23.5+		Consent of Michael C. Bauman
23.6+		Consent of P&E Mining Consultants Inc.
23.7+		Consent of Eric Sellars
23.8+		Consent of Aleksandr Mitrofanov
23.9+		Consent of Daniel D. Downton
23.10+		Consent of Dave Tyler
23.11+		Consent of Kenneth Tylee
23.12+		Consent of Benjamin Bermudez
23.13+		Consent of Kevin W. Kunkel
23.14+		Consent of Independent Mining Consultants Inc.
23.15+		Consent of Forte Dynamics
23.16+		Consent of Channa Kumarage
23.17+		Consent of SLR Consulting Ltd.
23.18+		Consent of Wood Canada Ltd.
31.1+		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Robert R. McEwen, principal executive officer.
31.2+		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Perry Ing, interim chief financial officer.
32+		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Robert R. McEwen and Perry Ing.
95+		Mine safety disclosure
101+		The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 are filed herewith, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Audited Consolidated Statements of Operations and Other Comprehensive (Loss) for the years ended December 31, 2022, 2021 and 2020, (ii) the Audited Consolidated Balance Sheets as of December 31, 2022 and 2021, (iii) the Audited Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2022, 2021 and 2020, (iv) the Audited Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020, and (v) the Notes to the Audited Consolidated Financial Statements
104+		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Management contract or compensatory plan or arrangement.
+	Filed or furnished with this report.
---	---

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Table of Contents ITEM 16. FORM 10-K SUMMARY

None

124

Table of Contents SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		MCEWEN MINING INC.
	By:	/s/ ROBERT R. MCEWEN
Dated: March 13, 2023		Robert R. McEwen,
		Chairman of the Board of Directors and
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ ROBERT R. MCEWEN	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	March 13, 2023
Robert R. McEwen

/s/ PERRY ING	Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 13, 2023
Perry Ing

/s/ ALLEN V. AMBROSE	Director	March 13, 2023
Allen V. Ambrose

/s/ RICHARD W. BRISSENDEN	Director	March 13, 2023
Richard W. Brissenden

/s/ WILLIAM SHAVER	Director	March 13, 2023
William Shaver

/s/ IAN J. BALL	Director	March 13, 2023
Ian Ball

/s/ MERRI SANCHEZ	Director	March 13, 2023
Merri Sanchez

/s/ ROBIN DUNBAR	Director	March 13, 2023
Robin Dunbar

125

Exhibit 10.15

McEWEN COPPER INC.

(the “Issuer”)

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

(COMMON SHARES)

INSTRUCTIONS TO SUBSCRIBER

1.	You must complete all the information in the boxes on page ii and sign where indicated with an “X”.
2.	You must complete and sign Exhibit “A” - “Canadian Investor Questionnaire” that starts on page A-1. The purpose of this form is to determine whether you meet the standards for participation in a private placement under applicable Canadian securities laws. In order for the Issuer to satisfy its obligations under applicable Canadian securities laws, you may be required to provide additional evidence to verify the information you have provided in Exhibit “A” - “Canadian Investor Questionnaire” that starts on page A-1.
---	---
3.	A completed and signed copy of the Subscription Agreement must be delivered to:
---	---

McEwen Copper Inc.

150 King Street West, S. 2800

Toronto, ON M5H 1J9

Attention:Carmen Diges

Email:[*]

ii - McEWEN COPPER INC.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

The undersigned (the “Subscriber”) hereby subscribes for the number of common shares in the capital of McEwen Copper Inc. (the “Issuer”) set out below, subject to the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Common Shares” (the “Terms and Conditions”), which are hereby agreed between the Subscriber and the Issuer.

Subscriber Information		Common Shares to be Issued to the Subscriber

FCA Argentina S.A.		Number of Common Shares: 2,850,000
		(the “Common Shares”)
(Name of Subscriber)
		Subscription Amount: US$108,015,000
/s/ Francisco Bellucci (Attorney-in-fact)		(the “Subscription Amount”)
(Signature of Authorized Signatory – if the Subscriber is not an Individual)

/s/ German Federico Penelas (Attorney-in-fact)		If the Subscriber is subscribing as an agent on behalf of a
(Name and Title of Authorized Signatory – if the Subscriber is not an Individual)		beneficial purchaser (check the appropriate box):
		☐the Subscriber is a trust company or trust corporation or a registered adviser acting on behalf of a fully managed account and deemed under applicable securities laws to be purchasing as principal, or<br><br>☐the following information is true and correct and, as applicable, Exhibit “A” hereto has been completed for each beneficial purchaser:
Carlos María Della Paolera 265, 22nd floor
C1001ADA, Buenos Aires, Argentina

(Subscriber’s Address, including postal or zip code)
(Telephone Number)
		(Name of Beneficial Purchaser)
fabiano.augusto@stellantis.com; julian.burgo@stellantis.com
(Email Address)		(Address of Beneficial Purchaser)

		(Beneficial Purchaser’s Telephone Number)

		(Beneficial Purchaser’s E-Mail Address)


Register the Common Shares as set forth below:		Deliver the Common Shares as set forth below:

FCA Argentina S.A.		McCarthy Tétrault LLP
		Attention: Grant Szelewicki
(Name to Appear on Share Certificate)
		(Attention - Name)
(Account Reference, if applicable)
		(Account Reference, if applicable)
		McCarthy Tétrault LLP
Carlos María Della Paolera 265, 22nd floor		Suite 4000
C1001ADA, Buenos Aires, Argentina		421 - 7th Avenue SW
		Calgary AB T2P 4K9
(Address, including postal or zip code)
		(Street Address, including postal or zip code – no PO Boxes permitted)
		403-260-3589
		(Telephone Number)

iii - ACCEPTANCE

The Issuer hereby accepts the Subscription (as defined herein) on the terms and conditions contained in this private placement subscription agreement (this “Agreement”) as of the 23rd day of February, 2023.

McEWEN COPPER INC.


Per:	/s/ Robert McEwen
	Authorized Signatory

TERMS AND CONDITIONS OF

SUBSCRIPTION FOR COMMON SHARES

1.	SUBSCRIPTION

1.1On the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Subscriber hereby subscribes for the Common Shares for the Subscription Amount shown on page ii of this Agreement (such subscription of the Common Shares being the “Subscription”) by way of a private placement offering (the “Offering”), and the Issuer agrees to issue and deliver the Common Shares to the Subscriber, effective upon the Closing Date.

2.	CONSIDERATION

2.1Subject to the other terms and conditions hereof, the Subscription Amount shall be paid and satisfied by the assignment by the Subscriber to the Issuer of all of the Subscriber’s rights, title and interest to the ICC (as defined below), and the following six steps shall occur in sequence, with each step immediately following the preceding step, at the Closing:

(a)	the Subscriber shall deliver an offer to Andes Corporacion Minera S.A. (“ACM”) in the form attached as Exhibit “B” hereto (the “ICC Agreement”), duly executed by the Subscriber, pursuant to which the Subscriber will offer to make an irrevocable capital contribution (aporte irrevocable) (“ICC”) on account of future capital subscription to ACM of an amount in Argentine Pesos equal to the Subscription Amount, converted by applying the Exchange Rate (such converted amount, the “ICC Amount”),
(b)	the Issuer shall cause ACM to deliver to the Subscriber an acceptance to the Subscriber’s offer to enter into the ICC Agreement, duly executed by ACM;
---	---
(c)	the Subscriber shall contribute the ICC Amount by delivering to ACM an e-cheque (cheque electrónico) duly endorsed in favour of ACM;
---	---
(d)	ACM shall deliver to the Subscriber a letter acknowledging receipt of the ICC Amount;
---	---
(e)	the Subscriber shall deliver an offer to the Issuer in the form attached hereto as Exhibit “C” (the “ICC Assignment Agreement”), duly executed by the Subscriber, and the Issuer shall deliver an acceptance to such offer to enter into the ICC Assignment Agreement, duly executed by the Issuer;
---	---
(f)	the Subscriber shall deliver a notice to ACM informing ACM of the ICC Assignment Agreement; and
---	---
(g)	the number of Common Shares shown on page ii of this Agreement shall be issued to the Subscriber
---	---

(together, the “Closing”). The Closing shall take place concurrently with the closing of the transactions described in the Share Purchase Agreement.

3.	DOCUMENTS REQUIRED FROM SUBSCRIBER

3.1The Subscriber must complete, sign and return to the Issuer the following documents:

(a)	this Agreement;
(b)	the Canadian Investor Questionnaire (the “Questionnaire”) attached as Exhibit “A” that starts on page A-1, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Questionnaire; and
---	---
(c)	such other supporting documentation that the Issuer may request to establish the Subscriber’s eligibility to participate in the Offering.
---	---

The Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer.

3.2As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings the Issuer may reasonably require or otherwise, may be required by any Governmental Authority or Applicable Laws.

4.	CLOSING DATE AND CONDITIONS TO CLOSING

4.1Subject to the satisfaction of the conditions set forth below in Section 4.2, the date of the Closing (the “Closing Date”) shall be February 24, 2023, or such other date as may be determined by mutual agreement between the Issuer and the Subscriber.

4.2The Subscription is subject to the following conditions for the benefit of the Subscriber (any of which may be waived by the Subscriber in its sole discretion):

(a)	the Issuer having obtained all necessary approvals and consents for the Offering;
(b)	the Issuer having delivered a notice on or about January 24, 2023 to the shareholders of the Issuer regarding the proposed issuance of common shares of the Issuer to the Subscriber and the shareholders’ pre-emptive rights to participate in such proposed issuance in accordance with the unanimous shareholder agreement of the Issuer dated August 20, 2021 (the “Shareholder Agreement”), and none of the shareholders having exercised their pre-emptive rights within the period set forth in such notice, except for Nuton LLC having exercised its pre-emptive rights and agreed to subscribe for 350,000 common shares of the Issuer;
---	---
(c)	the Issuer having delivered to the Subscriber:
---	---
(i)	an original share certificate representing the Common Shares (“Certificate”);
---	---
(ii)	an investor rights agreement, substantially in the form attached hereto as Exhibit “D” (the “Investor Rights Agreement”), duly executed by the Issuer, McEwen Mining Inc. (“MUX”), Minera Andes Inc. (“MAI”) and Robert McEwen;
---	---
(iii)	a copper cathodes and concentrates purchase rights agreement, substantially in the form attached hereto as Exhibit “E” (the “Copper Cathodes and Concentrates Purchase Rights Agreement”), duly executed by ACM;
---	---
(iv)	an offer letter addressed to the Subscriber to enter into the Share Purchase Agreement, substantially in the form attached hereto as Exhibit “F”, duly executed by the MUX, the Issuer, MAI and ACM;
---	---

(v)	an acknowledgment, in the form attached hereto as Exhibit “I”, duly executed by the Issuer, MAI, Evanachan Limited and Nuton LLC;
(vi)	a certificate of status for the Issuer dated no earlier than one business day prior to the Closing Date; and
---	---
(vii)	a certificate of an officer of the Issuer certifying (A) the articles and by-laws of the Issuer, (B) the directors’ resolutions of the Issuer approving the appointment of the director nominated by the Subscriber to the Issuer’s board of directors, (C) the satisfaction of the conditions set forth in Section 4.2(b), and (D) and the shareholders’ and directors’ resolutions of the Issuer approving the transactions contemplated by this Agreement;
---	---
(d)	the Subscriber having received a legal opinion prepared by Vargas Galindez dated as of the Closing Date (the “Vargas Opinion”), in form and substance satisfactory to the Subscriber, acting reasonably;
---	---
(e)	the Subscriber having received a legal opinion prepared by external counsel to the Cayman Subsidiaries dated as of the Closing Date, in form and substance satisfactory to the Subscriber, acting reasonably, with respect to each of the Cayman Subsidiaries’ organizational status, good standing, share capitalization, no outstanding litigation and other matters customary in transactions similar to the transactions contemplated by this Agreement;
---	---
(f)	the issue and sale of the Common Shares being exempt from the requirement to file a prospectus and the requirement to deliver an offering memorandum under applicable securities laws relating to the sale of the Common Shares, or the Issuer having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver an offering memorandum;
---	---
(g)	the Subscriber having received written confirmation, in form and substance satisfactory to the Subscriber, acting reasonably, signed by Nuton LLC, acknowledging that the Issuer has met its obligations under the Shareholder Agreement and the Nuton Collaboration Agreement in connection with the transactions contemplated under this Agreement, the Share Purchase Agreement, the Investor Rights Agreement and the Copper Cathodes and Concentrates Purchase Rights Agreement;
---	---
(h)	Juliano Almeida (or another person designated in writing by the Subscriber) shall have been duly appointed to the Issuer’s board of directors;
---	---
(i)	a signed copy of the notice of change of directors of the Issuer’s in respect of the Subscriber’s nominee appointed to the board of directors of the Issuer, which the Issuer shall file with the Alberta corporate registry promptly (and in any event within two Business Days) following the Closing;
---	---
(j)	all of the Conditions Precedent (as defined in the Share Purchase Agreement) under the Share Purchase Agreement having been satisfied or waived;
---	---
(k)	the Subscriber having received evidence satisfactory to the Subscriber, acting reasonably, of Nuton LLC having agreed to subscribe for 350,000 common shares in the capital of the
---	---

4 - Issuer by exercising its pre-emptive rights pursuant to the notice described in Section 4.2(b); and

(l)	the Subscriber having received evidence satisfactory to the Subscriber, acting reasonably, that all private placements of the Issuer undertaken in 2022 have been approved by the board of directors of the Issuer.
5.	ACKNOWLEDGEMENTS AND AGREEMENTS OF THE SUBSCRIBER
---	---

5.1The Subscriber acknowledges and agrees that:

(a)	no prospectus has been filed by the Issuer with any securities commission or any other regulatory authority in connection with the issuance of the Common Shares;
(b)	the Subscriber has not received, nor has the Subscriber requested nor had any need to receive, or been provided with a prospectus, offering memorandum or any document purporting to describe the business and affairs of the Issuer which has been prepared for review by prospective purchasers to assist in making an investment decision in respect of the Common Shares and that the Subscriber’s decision, or, if applicable, the decision of others for whom the undersigned is contracting hereunder, to enter into this Agreement and to subscribe for the Common Shares is based entirely upon this Agreement and publicly available information concerning the Issuer and not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the Issuer;
---	---
(c)	the Issuer’s constating documents contain restrictions on the transfer of the Common Shares, which provide that no Common Shares may be transferred without the prior approval of the board of directors of the Issuer;
---	---
(d)	the Issuer is not a “reporting issuer” as that term is defined in applicable Canadian securities laws, nor will it become a reporting issuer in any jurisdiction in Canada or elsewhere upon completion of the Offering and, as a result:
---	---
(i)	unless the Issuer becomes a reporting issuer at a later date, the Issuer will not be subject to the continuous disclosure requirements of any securities laws, including any requirement relating to the production and filing of audited financial statements or other financial information, and
---	---
(ii)	any applicable hold periods under applicable securities laws may never expire, and the Common Shares may be subject to restrictions on resale for an indefinite period of time;
---	---
(e)	the issuance of the Common Shares will be made pursuant to exemptions from the registration and prospectus requirements of applicable Canadian securities laws and therefore:
---	---
(i)	the Subscriber is restricted from using those civil remedies which would otherwise be available to the Subscriber under applicable securities laws but for the fact that such issuance is being made pursuant to such exemptions;
---	---
(ii)	the Subscriber may not receive information about the Issuer that would otherwise be required to be provided to it under applicable securities laws,
---	---

(iii)	the Issuer is relieved from certain obligations that would otherwise apply under applicable securities laws,
(iv)	no securities commission or similar regulatory authority has reviewed or passed on the merits of the Common Shares,
---	---
(v)	there is no government or other insurance covering the Common Shares, and
---	---
(vi)	there are risks associated with the purchase of the Common Shares, including that the Subscriber may lose the Subscriber’s entire investment;
---	---
(f)	an investment in the Issuer is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Issuer and the Common Shares;
---	---
(g)	any subscription monies paid by the Subscriber for the Common Shares is being raised as “seed” or “risk” capital for the Issuer, which is in a speculative stage, and there is no market for the Common Shares whatsoever;
---	---
(h)	none of the Common Shares have been or will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or under any securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to any U.S. Person (as defined in Section 6.2) except in accordance with the provisions of Regulation S under the 1933 Act (“Regulation S”), pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with any other applicable state, provincial and foreign securities laws;
---	---
(i)	the Issuer has not undertaken, and will have no obligation, to register any of the Common Shares under the 1933 Act or any other securities laws;
---	---
(j)	the Issuer will refuse to register the transfer of any of the Common Shares to a U.S. Person not made pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act, and in each case will only register such transfer in accordance with Applicable Laws;
---	---
(k)	it will hold harmless the Issuer from any loss or damage it may suffer as a result of the Subscriber’s failure to correctly complete this Agreement or the Questionnaire;
---	---
(l)	it and its advisor(s) have had a reasonable opportunity to ask questions of, and receive answers from, the Issuer in connection with the distribution of the Common Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Issuer without unreasonable effort or expense;
---	---
(m)	the books and records of the Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at the Issuer’s principal place of business, and all documents, records and books in connection with the distribution of the Common Shares hereunder have been made available by the Issuer for inspection by the Subscriber, its legal counsel and/or its advisor(s) if requested by the Subscriber;
---	---

(n)

any resale, assignment, transfer, hypothecation or pledge of any of the Common Shares by the Subscriber will be subject to: (i) resale restrictions contained in the securities laws applicable to the Issuer, the Subscriber and any proposed transferee; and (ii) the Issuer’s constating documents and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with such restrictions before selling any of the Common Shares;

(o)

it consents to the placement of a legend or legends on the Certificate and any other document evidencing any of the Common Shares setting forth the restrictions on transferability and sale thereof contained in this Agreement, including the following:

---

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THE CONSTATING DOCUMENTS OR UNANIMOUS SHAREHOLDER AGREEMENT OF THE COMPANY.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED HEREBY MUST NOT TRADE THE SECURITIES BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER OF (I) FEBRUARY 24, 2023 AND (II) THE DATE THAT THE COMPANY BECOMES A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY IN CANADA.”;

(p)	it has been advised to consult its own legal, tax and other advisors with respect to the Offering and the risks of an investment in the Common Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Issuer is not in any way responsible) for compliance with:
(i)	any Applicable Laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Common Shares hereunder, and
---	---
(ii)	any applicable resale restrictions;
---	---
(q)	there may be material tax consequences to the Subscriber of an acquisition or disposition of the Common Shares and the Issuer gives no opinion and makes no representation to the Subscriber with respect to the tax consequences to the Subscriber under federal, state, provincial, local or foreign tax laws that may apply to the Subscriber’s acquisition or disposition of any of the Common Shares;
---	---
(r)	the Issuer is relying on one of the “Accredited Investor” exemption or the “Minimum Amount Investment” exemption from the prospectus requirements as set out in National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) adopted by the Canadian Securities Administrators or subsection 73.4(2) of the Securities Act (Ontario), as applicable, which, among other restrictions, impose: (i) a transfer restriction on the Common Shares to the effect that, for so long as the Issuer is not a reporting issuer, the Common Shares are subject to restrictions on transfer that are contained in the Issuer’s constating documents; and (ii) a requirement to legend the Certificate representing the Common Shares to reflect such transfer restriction;
---	---
(s)	there is no market for any of the Common Shares and no market for any of the Common Shares may ever exist; and
---	---

(t)	this Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Issuer reserves the right to reject this Subscription for any reason.
6.	REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER
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6.1The Subscriber hereby represents and warrants to the Issuer (which representations and warranties will survive the Closing) that:

(a)	the Subscriber is not a U.S. Person;
(b)	the Subscriber is resident in the jurisdiction set out on page ii of this Agreement;
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(c)	if the Subscriber is resident outside of Canada:
---	---
(i)	the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the Common Shares,
---	---
(ii)	the Subscriber is acquiring the Common Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to acquire the Common Shares under the Applicable Laws of the International Jurisdiction without the need to rely on any exemptions,
---	---
(iii)	the Applicable Laws of the authorities in the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Common Shares,
---	---
(iv)	the acquisition of the Common Shares by the Subscriber does not trigger:
---	---
(A)	any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, in the International Jurisdiction, or
---	---
(B)	any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction, and
---	---
(v)	the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv), above, to the satisfaction of the Issuer, acting reasonably;
---	---
(d)	the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Subscriber;
---	---

(e)	the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f)	the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;
---	---
(g)	the Subscriber has received and carefully read this Agreement;
---	---
(h)	the Subscriber acknowledges receipt of a copy of the unanimous shareholder agreement of the Issuer and acknowledges that it is a condition of becoming a shareholder of the Issuer that the Subscriber must become a party to such unanimous shareholder agreement;
---	---
(i)	the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including the possible loss of the entire investment;
---	---
(j)	the Subscriber is not aware of any advertisement of any of the Common Shares and is not acquiring the Common Shares as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
---	---
(k)	the Subscriber has made an independent examination and investigation of an investment in the Common Shares and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Common Shares and the Issuer;
---	---
(l)	no person has made to the Subscriber any written or oral representations:
---	---
(i)	that any person will resell or repurchase any of the Common Shares,
---	---
(ii)	that any person will refund the purchase price of any of the Common Shares, or
---	---
(iii)	as to the future price or value of any of the Common Shares; and
---	---
(m)	there is no person acting or purporting to act in connection with the Offering for or on behalf of the Subscriber who is entitled to any brokerage or finder’s fee payable by the Issuer. If any such person establishes a claim that any fee or other compensation is payable by the Issuer in connection with this subscription for the Common Shares, the Subscriber or any beneficial purchaser for whom the undersigned is acting covenants to indemnify and hold harmless the Issuer with respect thereto and with respect to all costs reasonably incurred in the defence thereof.
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6.2In this Agreement, the term “U.S. Person” has the meaning ascribed thereto in Regulation S, and for the purpose of this Agreement includes: (i) any person in the United States; (ii) any natural person resident in the United States; (iii) any partnership or corporation organized or incorporated under the laws of the United States; (iv) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is

9 - organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; or (v) any estate or trust of which any executor, administrator or trustee is a U.S. Person.

7.	REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON

7.1The Subscriber acknowledges that its representations and warranties contained herein and in the Questionnaire are made by it with the intention that such representations and warranties will be relied upon by the Issuer in determining the Subscriber’s eligibility to subscribe for the Common Shares under Applicable Laws, or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to subscribe for the Common Shares under Applicable Laws. The Subscriber further agrees that, as at the Closing, it will be representing and warranting that its representations and warranties contained herein and in the Questionnaire are true and correct as at the Closing with the same force and effect as if they had been made by the Subscriber on the Closing, and that they will survive the subscription by the Subscriber of the Common Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of the Common Shares.

8.	REPRESENTATIONS AND WARRANTIES OF THE ISSUER

8.1The Issuer hereby represents and warrants to the Subscriber (which representations and warranties will survive the Closing) that:

(a)	each of the Issuer and the Material Subsidiaries (as defined herein) is validly subsisting under the laws of its jurisdiction of incorporation, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and carries and shall carry on its business in the ordinary course and in compliance in all material respects with all Applicable Laws of each such jurisdiction;
(b)	on the Closing Date, the Issuer will have taken all corporate steps and proceedings necessary to duly approve the transactions contemplated under this Agreement, including its execution and delivery, and the execution and delivery of the Investor Rights Agreement, the Share Purchase Agreement and each other agreement contemplated by this Agreement;
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(c)	on the Closing Date the Issuer will have caused ACM to have taken, all corporate steps and proceedings necessary to duly approve the transactions contemplated under this Agreement, including the execution and delivery of the Copper Cathodes and Concentrates Purchase Rights Agreement, the Share Purchase Agreement and each other agreement contemplated by this Agreement to which ACM is a party;
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(d)	the Issuer is not in breach of any securities laws;
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(e)	at the time of closing on the Closing Date, the Common Shares will be duly and validly created, authorized and issued; will be validly issued as fully paid as non-assessable Common Shares in the capital of the Issuer;
---	---
(f)	the issuance and delivery of the Common Shares by the Issuer to the Subscriber does not and will not constitute a breach of or default under the constating documents of the Issuer
---	---

10 - or any law, regulation, order or ruling applicable to the Issuer or any agreement, contract or indenture to which the Issuer is a party or by which it is bound;

(g)	for the purposes of the transactions contemplated herein, the Issuer has obtained waivers from the shareholders of the Issuer in respect of the pre-emptive rights set out in the Shareholder Agreement, or the Issuer has provided notice to the shareholders of the Issuer under the pre-emptive rights provisions of the Shareholder Agreement and the relevant exercise period has expired, or the Issuer has provided notice in writing to the Subscriber outlining in reasonable detail the extent to which the shareholders of the Issuer have exercised such pre-emptive rights, as applicable;
(h)	the Issuer is authorized to issue an unlimited number of Common Shares and an unlimited number of Class B common shares; and as of the date of this Agreement, 25,685,000 Common Shares are issued and outstanding and no Class B common shares are issued and outstanding;
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(i)	as of the Closing Date, there exist no options, warrants, rights of conversion or other rights, contracts or commitments that could require the Issuer to issue any Common Shares or other securities other than the pre-emptive rights set out in the Shareholder Agreement and the 40,000 options that the Issuer has agreed to grant to Michael Meding upon the completion of an initial public offering of the Issuer, pursuant to the employment agreement between the Issuer and Michael Meding dated February 7, 2022;
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(j)	except for Michael Meding and Sharry Wang, the Issuer has no employees or independent contractors, and neither of such employees are entitled to any bonus, increase in compensation or other benefit that is contingent on the Closing. The Issuer has provided copies of the employment agreements between the Issuer and each of Michael Meding and Sharry Wang, and there are no other agreements, whether written or oral, between either of such employees and the Issuer;
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(k)	the issuance and sale of the Common Shares by the Issuer and the fulfilment of the terms hereof does not and will not conflict with or constitute a breach of or default under (i) the constating documents of the Issuer or its Material Subsidiaries (as defined below), (ii) any Applicable Laws, order or ruling or (ii) any agreement, contract or indenture, including any covenants or provisions respecting the Issuer’s right to issue additional equity, or any pre-emptive right or similar rights therein, to which the Issuer or any of its Material Subsidiaries (as defined below) is a party or by which it is bound, or to which any of the property or assets of the Issuer or any of its Material Subsidiaries (as defined below) is subject;
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(l)	each of this Agreement, the Investor Rights Agreement, the Share Purchase Agreement and the Copper Cathodes and Concentrates Purchase Rights Agreement and each other agreement of the Issuer and its affiliates contemplated hereby, when signed by the Issuer or such affiliates, as the case may be, constitutes a binding and enforceable obligation of the Issuer or such affiliates, as applicable, enforceable in accordance with its respective terms;
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(m)	Exhibit “G” accurately shows (i) each direct and indirect subsidiary of the Issuer (collectively, “Material Subsidiaries”); (ii) the registered and beneficial holders of all of the issued and outstanding shares in the capital of each of the Material Subsidiaries; and (iii) the numbers and classes of shares currently held by each such holder and the
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11 - percentage in the outstanding capital of each Material Subsidiary. The Issuer has no assets other than the holding of the shares of each of the Material Subsidiaries;

(n)	International Copper Mining Inc. has no assets other than the holding of the shares of each of Los Azules Mining Inc. and San Juan Copper Inc., and neither of Los Azules Mining Inc. and San Juan Copper Inc. has assets other than shares of ACM; and none of International Copper Mining Inc., Los Azules Mining Inc. and San Juan Copper Inc. (together, the “Cayman Subsidiaries”) operated or engaged in, or operates or engages in, any business activities, operations or management other than business activities, operations or management related to the Los Azules Project;
(o)	the Issuer has not operated or engaged in, and is not operating or engaged in, any business activities or operations other than those related to the Los Azules Project and the Elder Creek Project;
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(p)	except for the Shareholder Agreement and the Nuton collaboration agreement dated August 30, 2022 (the “Nuton Collaboration Agreement”) by and among the Issuer, MUX, Robert McEwen and Nuton LLC, none of the shareholders of the Issuer have any agreements or side letters with the Issuer granting such shareholders any rights in respect of the Issuer, including the right to nominate directors for appointment to the board of directors of the Issuer or any approval rights with respect to any transactions of the Issuer or the Material Subsidiaries (including, without limitation, granting of offtake, royalty, stream or similar rights with respect to the Los Azules Project);
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(q)	there are no circumstances, developments or events that would constitute or reasonably be expected to constitute a material adverse effect in respect of any of the Issuer or the Material Subsidiaries;
---	---
(r)	there are no: (i) Claims pending or, to the knowledge of the Issuer, threatened against any of the Issuer or the Material Subsidiaries before or by any governmental authority; and (ii) outstanding judgments, orders, decrees, writs, injunctions, decisions, rulings or awards against any of the Issuer or the Material Subsidiaries or affecting any of the Issuer, the Material Subsidiaries, the Los Azules Project or the Elder Creek Project;
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(s)	a complete copy of the articles, bylaws, minute books, share registers and other corporate records of the Issuer and the Material Subsidiaries have been provided to the Subscriber. Such books and records have been maintained in accordance with Applicable Laws and contain complete and accurate records of all matters required to be dealt with in such books and records, in each case, in all material respects;
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(t)	the Issuer owns all of the issued and outstanding securities of the Material Subsidiaries, free and clear of any encumbrances and defects, and has no other subsidiaries. All of the outstanding equity interests in the Material Subsidiaries have been duly authorized and validly issued and all of such equity interests are outstanding as fully paid and non-assessable shares. There exist no options, warrants, purchase rights, or other contracts or commitments that would require the Issuer or any other person to sell, transfer or otherwise dispose of any equity interests of the Material Subsidiaries or for the issue or allotment of any unissued shares in the capital of the Material Subsidiaries or any other security convertible into or exchangeable for any such shares. None of the Issuer or the Material Subsidiaries has any obligations (including any obligation to provide any guarantee, security, support, indemnification, assumption or endorsement of or any similar
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12 - commitment with respect to the obligations, liabilities or indebtedness of any other person) including, without limitation, the obligations of MUX under the amended and restated credit agreement dated April 1, 2022 among MUX, Sprott Private Resource Lending II (Collector), LP as lender and as Administrative Agent, and Evanachan Limited;

(u)	each of the Material Subsidiaries has been duly incorporated or established and is validly existing and in good standing under the laws of its respective jurisdiction of organization with all requisite corporate power and authority to own, use, lease and operate its properties and conduct its business in the manner currently conducted, and is duly qualified to transact business in each jurisdiction where it carries its business;
(v)	the Issuer and its Material Subsidiaries (i) are conducting their business operations in material compliance with Applicable Laws, including without limitation those of the country, state, province, municipality or other local or foreign jurisdiction in which such entity carries on business or conducts its activities; (ii) have received and hold all material permits, by-laws, licenses, waivers, exemptions, consents, certificates, registrations, rights, rights of way, entitlements and other approvals which are required from any governmental or regulatory authority or any other person necessary to the conduct of their business and activities as currently conducted, and to the conduct of their business as proposed to be conducted pursuant to the use of funds proposal underlying the proposed placement, including but not limited to those required under applicable mining and environmental laws (“Authorizations”); and (iii) are in material compliance with all terms and conditions of such Authorizations, and such Authorizations are in full force and effect in all material respects; and (iv) have not received any notice of the modification, suspension, revocation, cancellation or non-renewal of, or any intention to modify, suspend, revoke, cancel or not renew or any proceeding relating to the modification, suspension, revocation, cancellation or non-renewal of any such Authorizations, and no Authorizations will be subject to modification, suspension, revocation, cancellation or non-renewal as a result of the execution and delivery of this Agreement or the Closing;
---	---
(w)	except to the extent qualified by the Vargas Opinion, which the Subscriber acknowledges having received, the Issuer and each of its Material Subsidiaries (i) own, hold or lease all such properties as are necessary to the conduct of their respective businesses as currently operated, and to the conduct of their business as proposed to be conducted pursuant to the use of funds proposal underlying the proposed placement; and (ii) have good and marketable title under Applicable Laws to all real property and good and marketable title to all personal property owned by them that constitute the Los Azules Project and the Elder Creek Project and to all material personal property owned by them in the conduct of their business on the Los Azules Project and the Elder Creek Project, in each case free and clear of all liens, encumbrances and defects; and any real property and buildings to be held under lease or sublease by the Issuer and the Material Subsidiaries are held by them under valid, subsisting and enforceable leases; (A) the “Los Azules Project” means the Los Azules project owned by ACM and located in the San Juan Province, Argentina, which involves exploration, development and other operations on the mineral properties, claims and any other mineral rights listed in, and depicted by the map in, Exhibit “H” hereto, and which includes the project described in the technical report entitled “SEC S-K 229.1304 Initial Assessment Individual Disclosure for the Los Azules Project, Argentina” with an effective reporting date of September 1, 2017 prepared by Mining Plus; and (B) the “Elder Creek Project” means the project commonly known as the Elder Creek project, which is owned by NPGUS LLC and located near Elder Creek, Nevada, USA, which involves exploration,
---	---

13 - development and other operations on the mineral properties, claims and any other mineral rights comprising such project;

(x)	except to the extent qualified by the opinion of Vargas Opinion, all interests in material mining claims, concessions, exploration, reconnaissance, exploitation or extraction rights, surface rights, subsurface rights or similar rights, (“Mining Claims”) that are held by the Issuer or any of the Material Subsidiaries, held by way of Authorizations or otherwise, are in good standing, are valid and enforceable, are free and clear of any encumbrances and no royalty is payable in respect of any of them, except as disclosed in the Vargas Opinion;
(y)	no other material property rights are necessary for the conduct of the business as currently conducted, or for the conduct of the business as proposed to be conducted pursuant to the use of funds proposal underlying the proposed placement, in each case by the Issuer and the Material Subsidiaries;
---	---
(z)	except as provided in the Vargas Opinion, there are no material restrictions on the ability of the Issuer and the Material Subsidiaries to use, transfer or otherwise exploit any such property rights;
---	---
(aa)	except as set out in the Vargas Opinion, there are no Claims to which the Issuer or any of its Material Subsidiaries is a party or of which any property, including Authorizations and Mining Claims, of the Issuer or any of its Material Subsidiaries is the subject; and, no such proceedings are threatened or pending by governmental authorities or any other person; there is no agreement, judgment, injunction, order or decree binding upon the Issuer or its Material Subsidiaries that has or would reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of the Issuer or its Material Subsidiaries;
---	---
(bb)	no dispute between the Issuer or the Material Subsidiaries and any local, native or indigenous group exists or to the knowledge of the Issuer is threatened or reasonably likely with respect to the Los Azules Project and the Elder Creek Project or the business activities of the Issuer and the Material Subsidiaries;
---	---
(cc)	the Issuer’s draft unaudited financial statements for the periods ending December 31, 2021 and December 31, 2022, copies of which the Issuer has provided to the Subscriber, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and present fairly the consolidated financial position and results of operation and changes in the financial position of the Issuer and its Material Subsidiaries and such accounts fairly present in all material respects the financial condition, financial performance and cash flows of the Issuer for the periods ended December 31, 2021 and December 31, 2022; neither the Issuer nor the Material Subsidiaries have any material liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise required to be disclosed under IFRS, which are not disclosed in the Issuer’s financial statements, and the Issuer and the Material Subsidiaries have conducted their respective businesses in the ordinary course since December 31, 2022 until the Closing Date;
---	---
(dd)	the audited consolidated financial statements for ACM for the period ending December 31, 2021, a copy of which has been provided to the Subscriber, are prepared in accordance with Argentine GAAP and present fairly the consolidated financial position and results of operation and changes in the financial position of ACM and its subsidiaries and such accounts fairly present in all material respects the financial condition, financial
---	---

14 - performance and cash flows of ACM for the periods indicated; as at the Closing Date, neither ACM nor its subsidiaries have any material liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise required to be disclosed under Argentine GAAP, which are not disclosed in ACM’s financial statements and each of ACM and its subsidiaries have conducted their respective businesses in the ordinary course since December 31, 2021 until the Closing Date;

(ee)	the Issuer and the Material Subsidiaries have filed all Tax Returns required to be filed under Applicable Laws when due and all such Tax Returns were correct and complete in all respects;
(ff)	any deductions taken or claimed in computing the income of any of the Issuer or the Material Subsidiaries for Tax purposes have been taken or claimed in accordance with Applicable Law;
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(gg)	there are no Encumbrances on any of the assets of the Issuer or of the Material Subsidiaries that arose in connection with any failure (or any alleged failure) to pay any Tax when due;
---	---
(hh)	all Taxes required to be paid under Applicable Laws have been paid by each of the Issuer and the Material Subsidiaries or an adequate reserve under IFRS has been recorded in respect thereof in the accounting records of the Issuer or the Material Subsidiaries, and each of the Issuer and the Material Subsidiaries has made adequate and timely installments of all Taxes required to be made by it under Applicable Laws. Neither the Issuer nor any of the Material Subsidiaries has incurred any liability, whether actual or contingent, for Taxes or engaged in any transaction or event that would result in any liability, whether actual or contingent, for Taxes or realized any income or gain for Tax purposes otherwise than in the usual and ordinary course of its business;
---	---
(ii)	there are no notices of assessment or reassessment of, or notices of audits, investigations or Claims with respect to, unpaid liabilities for Taxes issued by any Tax Authority which have been received by any of the Issuer or the Material Subsidiaries. There are no assessments, proceedings, investigations, audits or Claims now pending or, to the knowledge of the Issuer, threatened against any of the Issuer or the Material Subsidiaries in respect of any Taxes and there are no matters under discussion, investigation, audit or appeal with any Tax Authority in respect of any of the Issuer or the Material Subsidiaries. The Issuer is not aware of any contingent liability of any of the Issuer or the Material Subsidiaries for Taxes or any grounds that could prompt an assessment or reassessment for Taxes;
---	---
(jj)	each of the Issuer and the Material Subsidiaries has deducted, withheld, collected and remitted within the time limits required by Applicable Laws all amounts required by Applicable Laws to have been deducted, withheld, collected and remitted in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party;
---	---
(kk)	none of the Issuer or the Material Subsidiaries are party to any agreement, waiver or arrangement with any Tax Authority that relates to any extension of time with respect to the filing of any Tax Return, any payment of Taxes or any assessment;
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(ll)	no facts, circumstances or events exist or have existed that have resulted in, or may result in, the application of any of sections 15, 17, 67, 78 to 80.04 of the Tax Act (or any similar
---	---

15 - provision of an Applicable Law of any province or territory of Canada) to any of the Issuer or the Material Subsidiaries;

(mm)	none of the Issuer or the Material Subsidiaries are subject to liability for Taxes of any other person. None of the Issuer or the Material Subsidiaries have acquired property from any person in circumstances where any such company could become liable for Taxes of such person. None of the Issuer or the Material Subsidiaries have entered into any agreement with, or provided any undertaking to, any person pursuant to which it has assumed liability for the payment of income Taxes owing by such person;
(nn)	none of the Issuer or the Material Subsidiaries has ever been required to file any Tax Return with, and has never been liable to pay any Taxes to, any Tax Authority in any jurisdiction in which it is not currently filing any Tax Returns. No Claim has ever been made by a Tax Authority in a jurisdiction where any of the Issuer or the Material Subsidiaries does not file Tax Returns that the Issuer or the Material Subsidiaries is or may be subject to the imposition of any Tax by that jurisdiction;
---	---
(oo)	any of the Issuer or the Material Subsidiaries that are required to be registered (i) with the Canada Revenue Agency under Subdivision d of Division V of Part IX of the Excise Tax Act (Canada) for the purposes of goods and services sales tax and the harmonized sales tax (“GST/HST”), or (ii) under any Applicable Law of a province in respect of sales tax are so registered, and any such registration numbers have been provided to the Subscriber. Any input tax credits, rebates and similar refunds claimed by the Issuer or the Material Subsidiaries for GST/HST or provincial sales tax purposes were calculated in accordance with Applicable Laws;
---	---
(pp)	the Issuer and the Material Subsidiaries have complied with all information reporting and record keeping requirements under Applicable Laws, including retention and maintenance of required records with respect thereto;
---	---
(qq)	neither the Issuer nor any of the Material Subsidiaries have owned any (i) real or immovable property situated in Canada (as defined in the Tax Act), (ii) Canadian resource properties (as defined in the Tax Act), (iii) timber resource properties (as defined in the Tax Act), or (iv) options in respect or, or interests in, or for civil law, a right in, property described in any of (i) to (iii), whether or not the property exists;
---	---
(rr)	none of the Issuer or the Material Subsidiaries have engaged in any “reportable transaction” as defined in subsection 237.3(1) of the Tax Act or any “notifiable transaction” as defined in proposed subsection 237.4(1) of the Tax Act (as such provisions are proposed to be amended or introduced), as applicable, by the legislative proposals released by the Minister of Finance (Canada) on August 9, 2022;
---	---
(ss)	all transactions entered into by the Issuer and the Material Subsidiaries have been entered into on an arm’s length basis and the consideration (if any) charged, received or paid by the Issuer or the Material Subsidiaries, as the case may be, on all transactions entered into by it has been equal to the consideration which might have been expected to be charged, received or paid, as applicable, been independent persons dealing at arm’s length and no notice or inquiry by any Tax Authority has been made in connection with any such transactions. The Issuer and the Material Subsidiaries have complied in all material respects with relevant transfer pricing laws (including section 247 of the Tax Act),
---	---

16 - including preparing contemporaneous documentation and other documents contemplated thereby;

(tt)	none of the Issuer or the Material Subsidiaries have applied for, filed for, or otherwise claimed any COVID-19 Relief;
(uu)	none of the Issuer or the Material Subsidiaries will be required to include any item of income in, or exclude any item or deduction from, taxable income for any taxation year or portion thereof ending after the Closing Date as a result of the use of an improper method of accounting for a taxation year ending before the Closing Date;
---	---
(vv)	neither the Issuer nor any of its Material Subsidiaries are insolvent or in liquidation or administration or subject to any other insolvency procedure and no receiver, manager, trustee, custodian or analogous officer has been appointed in respect of all or any part of its property, undertaking or assets; neither steps have been taken nor legal, legislative or administrative proceedings have been started or threatened to wind up, dissolve, make dormant, or eliminate the Issuer or any of its Material Subsidiaries; and the Issuer does not have any knowledge of any event or circumstance that could reasonably be expected to lead to or result in the winding up, liquidation, dissolution, elimination or insolvency of the Issuer or any Material Subsidiary; and
---	---
(ww)	neither the Issuer nor its subsidiaries and, to the Issuer’s knowledge, none of their respective directors, officers, supervisors, managers, employees, or agents has: (A) violated any Applicable Laws relating to anti-bribery and anti-corruption, including the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), Foreign Corrupt Practices Act of 1977 (United States) or any other applicable anti-corruption laws of any relevant jurisdiction (“Anti-Corruption Laws”) or Applicable Laws relating to export control, or economic and financial sanctions laws (“Sanctions Laws”), (B) made, given, authorized, made, or offered anything of value, including any payment, facilitation payment, loan, reward, gift, contribution, expenditure or other advantage, directly or indirectly, (i) to any person in violation of the Anti-Corruption Laws, or (ii) to or for the benefit of a government official in order to improperly influence any act or decision of a government official, induce a government official to do or omit to do any act in violation of their lawful duty or secure any improper advantage, or (C) used any corporate funds, or made any direct or indirect unlawful payment from corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity;
---	---
(xx)	the operations of the Issuer and its subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental authority (“Money Laundering Laws”) and no action, suit or proceeding by or before any court of governmental authority or any arbitrator nongovernmental authority involving the Issuer or its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Issuer, threatened;
---	---
(yy)	neither the Issuer nor its subsidiaries nor any of their respective directors, officers, supervisors, managers, employees, or agents is (i) a person currently identified, listed or designated under the Sanctions Laws, (ii) a person located, organized, resident, doing business or operating in a country or territory that is, or whose government is, the subject of Sanctions Laws which prohibit a person resident in, or a national of, Canada, the United
---	---

17 - States, the United Kingdom, or the European Union from doing business with or in that jurisdiction, or (iii) a person directly or indirectly owned or controlled by, or acting for the benefit or on behalf of, a person described in clause (i) or (ii) (a “Sanctioned Person”). Neither the Issuer nor any of its subsidiaries (i) has assets or operations located in a jurisdiction in violation of Sanctions Laws, or (ii) directly or indirectly derives revenues from or engages in investments, dealings, activities or transactions with any Sanctioned Person or which otherwise violate Sanctions Laws;

(zz)	the data or information with respect to the business and activities of the Issuer and Material Subsidiaries disclosed on the EDGAR system by MUX is complete and correct in all material respects and does not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statement contained therein not misleading in the circumstances.
(aaa)	the data or information made available to Subscriber by or on behalf of the Issuer: (i) does not, when taken as a whole, create a false impression of the development and operations of the Los Azules Project and the Elder Creek Project as at the date of this Agreement, (ii) was, to the knowledge of the Issuer at the time when such data or information was created by or for the Issuer, accurate in all material respects, and (iii) was prepared in good faith for the purposes of informing the Subscriber about the business and activities of the Issuer and Material Subsidiaries and in doing so, the Issuer has not:
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(i)	omitted anything that the Issuer, acting reasonably, considers is material from such data or information; or
---	---
(ii)	included anything that the Issuer, acting reasonably, considers is materially misleading in such data or information.
---	---
9.	INDEMNITY
---	---

9.1The Issuer shall indemnify and hold harmless the Subscriber and its officers, directors, employees and other representatives (the “Subscriber Indemnified Parties”) from and against any and all Claims asserted against any of them, or any Losses incurred or suffered by any of them, or any Losses of the Issuer which result in a decrease in the value of the Common Shares held by the Subscriber, and directly or indirectly arising from or in connection with:

(a)	any breach or inaccuracy of any representation or warranty made by the Issuer in this Agreement; and
(b)	any failure of the Issuer to perform or observe any covenant or agreement to be performed or observed by it under this Agreement.
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If the Issuer indemnifies the Subscriber Indemnified Parties pursuant to this Agreement, or MAI or MUX indemnifies the Subscriber Indemnified Parties pursuant to the Share Purchase Agreement, in respect of any matter the Issuer shall not subsequently be liable to indemnify the other Subscriber Indemnified Parties for the same matter, to the extent that doing so would result in a duplicate recovery.

18 -

10.	WAIVER

10.1The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber may be entitled in connection with the distribution of any of the Common Shares.

11.	ESCROW OR LOCK-UP OF COMMON SHARES

11.1The Subscriber acknowledges that the Issuer is not currently a reporting issuer in any jurisdiction. If the Issuer completes an initial public offering that results in the Common Shares or other securities in the capital of the Issuer becoming listed on a stock exchange in Canada or the United States of America, or the Issuer completes a reverse takeover, statutory merger or amalgamation, arrangement, share exchange, business combination or other similar transaction which results in a class of shares of the issuer resulting from such transaction being listed (the “Resulting Issuer”) on a stock exchange in Canada or the United States of America and the shareholders of the Issuer receiving such listed securities of the Resulting Issuer and/or cash in exchange for their Common Shares (in each case, a “Liquidity Event”), the Common Shares may be required to be escrowed or locked-up, either at the request of the Issuer’s selling agent or underwriter for a period not to exceed 180 days in connection with the Liquidity Event, or otherwise pursuant to the rules of any stock exchange, securities commission or other securities regulatory authority having jurisdiction, and the Subscriber agrees to sign any such escrow or lock-up agreement and abide by any such restrictions as may be so imposed, provided such restrictions are the same as those imposed on the other shareholders of the Resulting Issuer who hold more than 2% of the shares of the Resulting Issuer.

11.2In furtherance of the covenant in Section 11.1, the Subscriber hereby irrevocably appoints the Chief Executive Officer or the President of the Issuer, as exists at the applicable time (in any case, the “President”), as the Subscriber’s attorney-in-fact, and authorizes the President as the Subscriber’s attorney-in-fact, with full power and authority in the Subscriber’s place and stead, to approve and sign any pooling or escrow agreement, or any other document, on behalf of the Subscriber as the Issuer advises may be required to provide for pooling or escrow of the Common Shares, or the approval and completion of any Liquidity Event, as the case may be, in the event of a Liquidity Event or other transaction pursuant to which the Issuer may become listed, directly or indirectly, on any stock exchange. This power of attorney is irrevocable, is coupled with an interest and has been given for valuable consideration, the receipt and adequacy of which are acknowledged by the Subscriber. This power of attorney and other rights and privileges granted hereunder will survive any legal or mental incapacity, dissolution, bankruptcy or death of the Subscriber. This power of attorney extends to the heirs, executors, administrators, other legal representatives and successors, transferees and assigns of the Subscriber. Any person dealing with the Issuer may conclusively presume and rely upon the fact that any document, instrument or agreement executed by the President pursuant to this power of attorney is authorized and binding on the Subscriber, without further inquiry. The Subscriber (on its own behalf and, if applicable, on behalf of each beneficial purchaser on whose behalf it is contracting) agrees to be bound by any representations or actions made or taken by the President pursuant to this power of attorney, and waives any and all defences that may be available to contest, negate or disaffirm any action of the President taken in good faith under this power of attorney.

12.	COLLECTION OF PERSONAL INFORMATION

12.1The Subscriber acknowledges and consents to the fact that the Issuer is collecting the Subscriber’s personal information for the purpose of fulfilling this Agreement and completing the Offering. The Subscriber acknowledges that its personal information (and, if applicable, the personal information of any person on whose behalf the Subscriber is contracting hereunder) may be included in record books in connection with the Offering and may be disclosed by the Issuer to: (i) stock exchanges or securities

19 - regulatory authorities; (ii) the Issuer’s registrar and transfer agent; (iii) Canadian Tax Authorities; (iv) authorities pursuant, among other legislation, to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada); and (v) any other parties involved in the Offering, including the Issuer’s counsel. By executing this Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber’s personal information (and, if applicable, the personal information of any other person on whose behalf the Subscriber is contracting hereunder) for the foregoing purposes and to the retention of such personal information for as long as permitted or required by Applicable Laws. Notwithstanding that the Subscriber may be purchasing the Common Shares as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the nature and identity of such undisclosed principal, and any interest that such undisclosed principal has in the Issuer, all as may be required by the Issuer in order to comply with the foregoing. Furthermore, the Subscriber is hereby notified that:

(a)	the Issuer may deliver to any securities commission having jurisdiction over the Issuer, the Subscriber or this Subscription, including any Canadian provincial securities commissions, the United States Securities and Exchange Commission and/or any state securities commissions (collectively, the “Commissions”), certain personal information pertaining to the Subscriber, including the Subscriber’s full name, residential address and telephone number, the number of securities of the Issuer owned by the Subscriber, the number of Common Shares purchased by the Subscriber, the total Subscription Amount paid, the prospectus exemption relied on by the Issuer and the date of distribution of the Common Shares;
(b)	such information is being collected indirectly by the Commissions under the authority granted to them in applicable securities laws;
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(c)	such information is being collected for the purposes of the administration and enforcement of applicable securities laws; and
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(d)	in Ontario, the Administrative Support Clerk, Suite 1903, Box 55, 20 Queen Street West, Toronto ON, M5H 3S8, Telephone: (416) 593-3684 is the public official who can answer questions about the collection of personal information.
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13.	COSTS
---	---

13.1The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any legal counsel or tax or financial advisors retained by the Subscriber) relating to the subscription of the Common Shares will be paid by the Subscriber.

14.	DELIVERY OF SUBSCRIPTION AGREEMENT

14.1The Issuer and the Issuer’s counsel will be entitled to rely on delivery by DocuSign or other means of electronic communication of an executed copy of this Agreement, and acceptance by the Issuer of such copy will be equally effective to create a valid and binding agreement between the Subscriber and the Issuer in accordance with the terms hereof. If less than a complete copy of this Agreement is delivered to the Issuer or the Issuer’s counsel prior to or at Closing, the Issuer and the Issuer’s counsel are entitled to assume that the Subscriber accepts and agrees to all of the terms and conditions of the pages not delivered prior to or at Closing as written herein, unaltered.

20 -

15.	GOVERNING LAW

15.1This Agreement and all matters related hereto or arising herefrom are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each of the Issuer and the Subscriber irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario in all matters related to, or arising from, this Agreement.

16.	SURVIVAL

16.1This Agreement, including the representations, warranties and covenants contained herein, will survive and continue in full force and effect and be binding upon the Issuer and the Subscriber, notwithstanding the completion of the subscription of the Common Shares by the Subscriber.

17.	ASSIGNMENT

17.1This Agreement is not transferable or assignable.

18.	SEVERABILITY

18.1The invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

19.	ENTIRE AGREEMENT

19.1This Agreement and the other Transaction Documents (as defined in the Share Purchase Agreement) constitute the entire agreement between the parties and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties and their respective affiliates, as applicable, related to such matters, including the Letters of Intent. The parties have not relied and are not relying on any other information, discussion or understanding in entering into this Agreement.

20.	NOTICES

20.1All notices and other communications hereunder will be in writing and will be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication, including DocuSign, electronic mail or other means of electronic communication capable of producing a printed copy. Notices to the Subscriber will be directed to the address of the Subscriber set forth on page ii of this Agreement and notices to the Issuer will be directed to the address of the Issuer set forth on the first page of this Agreement.

21.	COUNTERPARTS AND ELECTRONIC MEANS

21.1This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, will constitute an original and all of which together will constitute one instrument. Delivery of an executed copy of this Agreement by DocuSign or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the Closing Date.

21 -

22.	SCHEDULES, EXHIBITS AND APPENDICES

22.1The schedules, exhibits and appendices attached hereto form part of this Agreement.

23.	INDEMNITY

23.1The Subscriber will indemnify and hold harmless the Issuer and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all Claims asserted against any of them, or any Losses incurred or suffered by any of them, and directly or indirectly arising from or in connection with any representation or warranty of the Subscriber contained in this Agreement, the Questionnaire, or in any document furnished by the Subscriber to the Issuer in connection herewith being untrue in any material respect of any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Issuer in connection therewith.

24.	PUBLIC DISCLOSURE

Neither party shall not issue any press release or make any other public statement or disclosure with respect to this Agreement without the consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall be subject to each party’s overriding obligation to make any disclosure or filing in accordance with Applicable Laws, including applicable securities laws, and if, in its reasonable opinion, such disclosure or filing is required and the other party has not reviewed or commented on the disclosure or filing, the party proposing to make such disclosure shall use its reasonable best efforts to give the other party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The party making such disclosure shall give reasonable consideration to any comments made by the other party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing.

SCHEDULE “A”

DEFINITIONS

The terms defined in this Schedule “A” shall, for all purposes of this Agreement, have the following meanings:

“Applicable Laws” means all applicable domestic or foreign national, federal, provincial, territorial, state, regional and local laws (whether statutory or common law or equity), rules, ordinances (including zoning and mineral removal ordinances), regulations, grants, concessions, franchises, licences, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature and in any case, issued, enacted, promulgated, enforced or entered by any Governmental Authority (including environmental laws, mining laws and any applicable securities laws and any applicable rules of any stock exchange imposing disclosure requirements);

“Business Day” means any day that is not a weekend or a holiday in Toronto, Ontario or Buenos Aires, Argentina;

“Claim” means any material actual or threatened civil, criminal, administrative, regulatory, arbitral or investigative inquiry, action, suit or proceeding and any notice, demand or claim resulting therefrom or any other claim or demand of whatever nature or kind;

“COVID-19 Relief” means any support payments, loans, benefits, wage or other subsidies or other incentives provided, in each case, as a result of the COVID-19 pandemic from any Governmental Authority or financial institution;

“Exchange Rate” means ratio of U.S. dollars to Argentine Pesos using the rate calculated at as the average of the AR$ official rates for the five (5) days preceding the date of the ICC to be made by the Subscriber, as published by the Central Bank of Argentina under the heading Wholesale Exchange Rate (ARS/USD) Com. A 3500 (https://www.bcra.gob.ar/varios/english_information.asp), or any other source as agreed to by the parties in writing;

“Encumbrance” means any encumbrance, mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, usufruct, easement, encroachment, hypothec, pledge, title retention agreement, reservation of title, servitude, right of way, restrictive covenant, restriction on transfer, right of occupation or other adverse claim or restriction on use, in any case, regardless of form, whether or not registered or registrable and whether or not consensual or arising by Applicable Laws, including any or any matter capable of registration, or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or the right to use or occupy, property or assets;

“Governmental Authority” means any (i) domestic or foreign government, whether national, federal, provincial, territorial, regional, county, state, municipal or local or other governmental or public department, (ii) any central bank, court, individual arbitrator or arbitration panel, commission, board, bureau, agency or instrumentality, domestic or foreign, (iii) subdivision or authority of any of the foregoing, (iv) securities regulatory authority or stock exchange, and (v) quasi-governmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; in each case, having jurisdiction in the relevant circumstances;

2 - “Letters of Intent” means, collectively, the non-binding letter of intent dated December 23, 2022 made by the Subscriber to MUX and the Issuer and the non-binding letter of intent dated November 17, 2022 made by Peugeot Citroën Argentina S.A. and FCA Automobiles Argentina S.A. to MUX;

“Liabilities” means, with respect any person, any and all indebtedness, liabilities, commitments and obligations of any kind of such person, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or not accrued, asserted or not asserted, known or unknown, determined, determinable or otherwise, whenever or however arising (including whether arising out of any contract, tort based on negligence or strict liability or Applicable Laws);

“Losses” means, with respect to any person, any and all losses, Liabilities, Claims, obligations, judgments, fines, settlement payments, awards or damages of any kind actually suffered or incurred by such person (together with all reasonably incurred cash disbursements, costs and expenses, costs of investigation, defence and appeal and reasonable legal fees and expenses), whether or not involving any Third Party Claim;

“person” means a natural person, partnership, limited partnership, limited liability partnership, corporation, limited liability company, joint stock company, trust, unincorporated association, joint venture, juridical person or Governmental Authority, and related personal pronouns have a similarly extended meaning, as the context requires;

“Share Purchase Agreement” means the share purchase agreement entered into through an offer dated February 23, 2023 made by the Issuer, MUX, MAI and ACM to the Subscriber, and accepted by the Subscriber on February 23, 2023;

“Tax Act” means the Income Tax Act (Canada) as amended from time to time, including the regulations promulgated thereunder;

“Tax Authority” means any Governmental Authority having jurisdiction over the assessment, determination, collection, administration or imposition of any Taxes;

“Tax Returns” means all returns, elections, claims for refunds, designations, reports, declarations, statements, bills, schedules, estimates, information returns, forms, or other written information (whether in tangible electronic or other form) made, prepared or filed or required to be made, prepared or filed in respect of Taxes under Applicable Laws, including any schedule or attachment thereto, and including any amendment thereof;

“Taxes” means all federal, national, state, provincial, territorial, county, municipal, or local taxes, whether domestic or foreign, and all duties, imposts, levies, assessments, tariffs and other charges imposed, assessed or collected by a Tax Authority, including (i) any income, gross income, net income, gross receipts, net worth, business, royalty, capital, capital gains, goods and services, harmonized sales, value added, severance, stamp, franchise, occupation, premium, capital stock, sales and use, real property, land transfer, personal property, ad valorem, transfer, licence, profits, windfall profits, payroll, environmental, employment, employer health, pension plan, anti-dumping, countervail, excise, severance, stamp, occupation or premium tax, (ii) all withholdings on amounts paid to or by the relevant person, (iii) all employment insurance premiums, pension plan contributions or premiums, (iv) any fine, penalty, interest, surcharge or addition to tax, (v) any tax imposed, assessed, or collected or payable pursuant to any tax-sharing agreement or any other contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency or fee, (vi) claw-backs, repayments, obligations or other liabilities under or in respect of any COVID-19 Relief and (vii) any tax of a type referred to in this paragraph that is payable by a person as a result of being a member of an affiliated, consolidated, combined or unitary group, or as a result of

3 - succeeding to such liability as a result of merger, conversion or asset transfer or as a result of any obligation under any tax sharing arrangement or indemnity agreement;

“Third Party” means any person other than a party hereto or an affiliate of a party hereto; and

“Third Party Claim” means any Claim for which the Issuer may have liability to any Subscriber Indemnified Party hereunder is asserted against or sought to be collected from any Subscriber Indemnified Party by a Third Party.

A-4 EXHIBIT “A”

CANADIAN INVESTOR QUESTIONNAIRE

EXHIBIT “B”

ICC AGREEMENT

EXHIBIT “C”

ICC ASSIGNMENT AGREEMENT

[Remaining of page intentionally left in blank]

EXHIBIT “D”

INVESTOR RIGHTS AGREEMENT

EXHIBIT “E”

COPPER CATHODES AND CONCENTRATES PURCHASE RIGHTS AGREEMENT

EXHIBIT “F”

SHARE PURCHASE AGREEMENT

EXHIBIT “G”

STRUCTURE CHART

EXHIBIT “H”

LOS AZULES PROJECT

EXHIBIT “I”

FORM OF ACKNOWLEDGMENT

Exhibit 10.16

Toronto, February 23, 2023

FCA ARGENTINA S.A.

Carlos M. Della Paollera 265, 22^nd^ floor

City of Buenos Aires

Republic of Argentina

REF.: IRREVOCABLE SPA OFFER NO. 1/2023

Dear Sirs,

Following recent negotiations, Minera Andes Inc. (“Vendor”) hereby submit this irrevocable offer (the “Offer”) to FCA Argentina S.A., a corporation duly incorporated under the laws of the Republic of Argentina (the “Purchaser”), for the sale and transfer of the Purchased Shares of the Company, subject to the terms and conditions set forth in Annex I (Annex I, and the exhibits and schedules attached thereto, the “Terms and Conditions”).

Following this Offer, McEwen Mining Inc. (“MUX”), McEwen Copper Inc. (the “Company”) and Andes Corporación Minera S.A. (“ACM”) (Vendor, MUX the Company, and ACM, together the “McEwen Parties”) will each issue a letter to Purchaser acknowledging this Offer and offering to adhere to the Terms and Conditions, so that, upon acceptance by Purchaser, each of the McEwen Parties is bound by the Terms and Conditions.

The Offer shall remain open for acceptance until February ___, 2023 at 4 p.m. Buenos Aires time (the “Expiration Date”). If you agree to the Terms and Conditions, please confirm your acceptance no later than the Expiration Date (the date of acceptance shall be considered as the “Effective Date”), through a written acceptance notice, executed by or on behalf of Purchaser and delivered by or on behalf of Purchaser to the McEwen Parties. This Offer of the Vendor and the letters of the several other McEwen Parties may be accepted or rejected by Purchaser only in full.

If Purchaser accepts this Offer, pursuant to the immediately preceding paragraph, the rights and obligations under which the McEwen Parties and Purchaser will be bound shall be those in the Terms and Conditions (the “Agreement”).

DATED as of the date first written above.

MINERA ANDES INC.


/s/ Robert McEwen
Name: Robert McEwen
Title: Authorized Signatory

ANNEX I

TERMS AND CONDITIONS

TABLE OF CONTENTS

		Page
ARTICLE 1 DEFINITIONS AND INTERPRETATION		4

1.1	Definitions	4
1.2	Rules of Interpretation	9
1.3	Currency	10
1.4	Computation of Time	10
1.5	Sections that Survive Termination and Closing; Claims Following Termination	10
1.6	Exhibits	11

ARTICLE 2 PURCHASE OF SHARES AND PURCHASE PRICE		11

2.1	Purchase of Shares	11
2.2	Purchase Consideration	11
2.3	Sale of ICC After Closing	11

ARTICLE 3 CLOSING		11

3.1	Closing	11
3.2	Closing Actions	12
3.3	Conditions Precedent to the Closing	12

ARTICLE 4 REPRESENTATIONS AND WARRANTIES		16

4.1	Mutual Representations and Warranties	16
4.2	Specific Representations and Warranties of Purchaser	16
4.3	Specific Representations and Warranties of the McEwen Parties	18

ARTICLE 5 INDEMNIFICATION		25

5.1	Indemnification by the McEwen Indemnifying Parties	25
5.2	Indemnification by Purchaser	26
5.3	Limitation of Liability for Indemnities	26
5.4	Term of Indemnities	27
5.5	Indirect and Consequential Damages	27
5.6	Third Party Claim Indemnity Procedures	27
5.7	Adjustment to Purchase Price	29

ARTICLE 6 GENERAL		29

6.1	Notices	29
6.2	Amendment	30
6.3	Post-Closing Covenant of McEwen Parties	31
6.4	Public Disclosure	31

6.5	Assignment	31
6.6	Governing Law	31
6.7	Waiver	31
6.8	Severability	32
6.9	Benefit of the Agreement	32
6.10	No Third Party Rights	32
6.11	Entire Agreement	32
6.12	Further Assurances	32
6.13	Time of the Essence	32
6.14	Counterparts and Electronic Execution	32

EXHIBITS

Exhibit 1-Form of ICC Agreement

Exhibit 2-Form of ICC Assignment Agreement

Exhibit 3-Los Azules Project

W I T N E S S E T H:

WHEREAS the Company owns, through its indirect wholly-owned subsidiary, ACM, the Los Azules Project (as defined herein) and, through its wholly-owned subsidiary, NPGUS LLC, a company existing under the laws of the State of Colorado (“NPGUS”), the Elder Creek Project (as defined herein);

AND WHEREAS Vendor is an indirect wholly-owned subsidiary of MUX;

AND WHEREAS Vendor holds 17,500,000 Common Shares (as defined herein);

AND WHEREAS Purchaser desires to purchase from Vendor, and Vendor desires to sell to Purchaser, the Purchased Shares (as defined herein), subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the premises and covenants contained herein, and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1	Definitions

The terms defined in this Article 1 shall, for all purposes of this Agreement, have the following meanings:

“ACM” has the meaning given to such term in the Offer;

“Affiliate” in reference to a Party, means any Person, that directly or indirectly controls, is controlled by, or is under common control with, such Party;

“Agreement” means this Share Purchase Agreement and its exhibits, as amended and modified from time to time;

“Anti-Corruption Laws” has the meaning given to such term in Section 4.3(rr);

“Applicable Laws” means all applicable domestic or foreign national, federal, provincial, territorial, state, regional and local laws (whether statutory or common law or equity), rules, ordinances (including zoning and mineral removal ordinances), regulations, grants, concessions, franchises, licences, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature and in any case, issued, enacted, promulgated, enforced or entered by any Governmental Authority (including Environmental Laws, mining laws and any applicable securities laws and any applicable rules of any stock exchange imposing disclosure requirements);

“Authorizations” has the meaning given to such term in Section 4.3(q);

“Basket” has the meaning given to such term in Section 5.3(a);

“Business” means the business conducted by any of the McEwen Copper Companies, which is as of the date hereof primarily the conduct of exploration and development in relation to the Projects;

“Business Day” means any day that is not a weekend or a holiday in Toronto, Ontario or Buenos Aires, Argentina;

“Cayman Subsidiaries” means, collectively, International Copper Mining Inc., Los Azules Mining Inc. and San Juan Copper Inc., each of which is a company existing under the laws of the Cayman Islands;

“Claim” means any actual or threatened civil, criminal, administrative, regulatory, arbitral or investigative inquiry, action, suit or proceeding and any notice, demand or claim resulting therefrom or any other claim or demand of whatever nature or kind;

“Claim Notice” has the meaning given to such term in Section 5.6(a);

“Closing” means the completion of the actions set out in Sections 3.1 and 3.2 following the satisfaction of the Conditions Precedent;

“Closing Date” has the meaning given to such term in Section 3.1;

“Closing Time” has the meaning given to such term in Section 3.1;

“Common Shares” means common shares in the capital of the Company;

“Company” has the meaning given to such term in the Offer;

“Conditions Precedent” has the meaning given to such term in Section 3.3;

“control” when used to describe a relationship between one Person and any other Person (including the definitions of “Affiliate” and “Subsidiary”), has the following meanings:

(a)	a Person controls a body corporate if securities of the body corporate to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate are owned by the Person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate;
(b)	a Person controls an unincorporated entity, other than a limited partnership, if more than 50% of the ownership interests, however designated, into which the entity is divided are owned by that Person and the Person is generally able to direct the business and affairs of the entity;
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(c)	a general partner of a limited partnership controls the limited partnership;
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(d)	a Person who controls an entity is deemed to control any entity that directly or indirectly is controlled, or deemed to be controlled, by the entity; and
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(e)	a Person is deemed to beneficially own, for the purposes of subparagraphs (a) or (b);
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(i)	any securities of the entity that are owned by that Person, and
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(ii)	any securities of the entity that are owned by any entity directly or indirectly controlled by that Person,
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and the terms “controls” and “controlled” have corresponding meanings;

“Copper Cathodes and Concentrates Purchase Rights Agreement” means a copper cathodes and concentrates purchase rights agreement in the form attached to the Subscription Agreement;

“Elder Creek Project” has the meaning given to such term in Section 4.3(r);

“Environmental Laws” means Applicable Laws aimed at reclamation or restoration of the environment; abatement of pollution and the corresponding sanctioning regime; protection of the environment and the natural resources; ensuring public safety from environmental hazards; protection of cultural or historic resources; management, storage or control of hazardous substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances as wastes into the environment, including ambient air, surface water and groundwater; and all other Applicable Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or hazardous wastes;

“Exchange Rate” means ratio of U.S. dollars to Argentine Pesos using the rate calculated at as the average of the AR$ official rates for the five (5) days preceding the date of the ICC to be made by the Purchaser, as published by the Central Bank of Argentina under the heading Wholesale Exchange Rate (ARS/USD) Com. A 3500 (https://www.bcra.gob.ar/varios/english_information.asp), or any other source as agreed to by the Parties in writing;

“GST/HST” has the meaning given to such term in Section 4.3(jj);

“ICC” has the meaning given to such term in Section 3.2(a);

“ICC Agreement” means the offer issued by Purchaser to ACM in the form set out in Exhibit 1;

“ICC Amount” has the meaning given to such term in Section 3.2(a);

“ICC Assignment Agreement” means the offer issued by Purchaser to Vendor in the form set out in Exhibit 2;

“ICC Receipt” has the meaning given to such term in Section 3.2(d);

“IFRS” means International Financial Reporting Standards in effect from time to time as adopted in the applicable jurisdiction and applied consistently throughout the periods involved;

“Indemnified Party” has the meaning given to such term in Section 5.3(a);

“Indemnifying Party” has the meaning given to such term in Section 5.3(a);

“International Jurisdiction” has the meaning given to such term in Section 4.2(c);

“Investor Rights Agreement” means an investor rights agreement in the form attached to the Subscription Agreement;

“Letters of Intent” means, collectively, the non-binding letter of intent dated December 23, 2022 made by Purchaser to MUX and the Company and the non-binding letter of intent dated November 17, 2022 made by Peugeot Citroën Argentina S.A. and FCA Automobiles Argentina S.A. to MUX;

“Liabilities” means, with respect any Person, any and all indebtedness, liabilities, commitments and obligations of any kind of such Person, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or not accrued, asserted or not asserted, known or unknown, determined, determinable or otherwise, whenever or however arising (including whether arising out of any contract, tort based on negligence or strict liability or Applicable Laws);

“Los Azules Project” has the meaning given to such term in Section 4.3(r);

“Losses” means, with respect to any Person, any and all losses, Liabilities, Claims, obligations, judgments, fines, settlement payments, awards or damages of any kind actually suffered or incurred by such Person (together with all reasonably incurred cash disbursements, costs and expenses, costs of investigation, defence and appeal and reasonable legal fees and expenses), whether or not involving a Third Party Claim;

“Material Adverse Effect” means, in respect of a Party, any change, event, development, circumstance or effect (or a series of effects which cumulatively result in an effect) that is or could reasonably be expected to be materially adverse to (a) the business, assets, financial condition or results of operations of such Party, or (b) the ability of such Party to consummate the transactions contemplated in this Agreement on a timely basis;

“McEwen Copper Companies” means, collectively, the Company, ACM, the Cayman Subsidiaries and NPGUS;

“McEwen Indemnified Parties” has the meaning given to such term in Section 5.2;

“McEwen Indemnifying Parties” and “McEwen Indemnifying Party” each have the meanings given to such terms in Section 5.1;

“McEwen Parties” means, collectively, MUX, Vendor, the Company and ACM;

“Mineral Claims” means all interests in material mining claims, concessions, exploration, reconnaissance, exploitation or extraction rights, surface rights, subsurface rights or similar rights, that are held by the McEwen Copper Companies;

“Mining Claims” has the meaning given to such term in Section 4.3(s);

“Minimum Claim Amount” has the meaning given to such term in Section 5.3(b);

“Money Laundering Laws” has the meaning given to such term in Section 4.3(ss);

“MUX” has the meaning given to such term in the Offer;

“Notice Period” has the meaning given to such term in Section 5.6(a);

“NPGUS” has the meaning given to such term in the Recitals;

“Parties” mean the parties to this Agreement, and “Party” means any one such party, or a particular such party, as the context requires;

“Person” means a natural person, partnership, limited partnership, limited liability partnership, corporation, limited liability company, joint stock company, trust, unincorporated association, joint venture, juridical person or Governmental Authority, and related personal pronouns have a similarly extended meaning, as the context requires;

“Projects” means, collectively, the Los Azules Project and the Elder Creek Project;

“Purchase Price” has the meaning given to such term in Section 2.1;

“Purchased Shares” has the meaning given to such term in Section 2.1;

“Purchaser” has the meaning given to such term in the Offer;

“Purchaser Indemnified Parties” has the meaning given to such term in Section 5.1;

“Sanctioned Person” has the meaning given to such term in Section 4.3(tt);

“Sanctions Laws” has the meaning given to such term in Section 4.3(rr);

“Shareholder Agreement” means the unanimous shareholder agreement dated August 20, 2021 by and among the Company and the shareholders of the Company;

“Subscription Agreement” means the subscription agreement dated as of the date hereof between the Company and Purchaser, to which the form of this Agreement is attached;

“Subsidiary” in reference to a Party, means any Person, that is directly or indirectly controlled by, such Party, and for greater certainty, each of the Cayman Subsidiaries, ACM and NPGUS is a Subsidiary of the Company;

“Tax Act” means the Income Tax Act (Canada) as amended from time to time, including the regulations promulgated thereunder;

“Tax Authority” means any Governmental Authority having jurisdiction over the assessment, determination, collection, administration or imposition of any Taxes;

severance, stamp, franchise, occupation, premium, capital stock, sales and use, real property, land transfer, personal property, ad valorem, transfer, licence, profits, windfall profits, payroll, environmental, employment, employer health, pension plan, anti-dumping, countervail, excise, severance, stamp, occupation or premium tax, (ii) all withholdings on amounts paid to or by the relevant Person, (iii) all employment insurance premiums, pension plan contributions or premiums, (iv) any fine, penalty, interest, surcharge or addition to tax, (v) any tax imposed, assessed, or collected or payable pursuant to any tax-sharing agreement or any other contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency or fee, (vi) claw-backs, repayments, obligations or other liabilities under or in respect of any COVID-19 Relief and (vii) any tax of a type referred to in this paragraph that is payable by a Person as a result of being a member of an affiliated, consolidated, combined or unitary group, or as a result of succeeding to such liability as a result of merger, conversion or asset transfer or as a result of any obligation under any tax sharing arrangement or indemnity agreement;

“Third Party” means any Person other than a Party hereto or an Affiliate of a Party hereto;

“Third Party Claim” has the meaning given to such term in Section 5.6(a);

“Transaction Document” means this Agreement, the Subscription Agreement, the Investor Rights Agreement, the Copper Cathodes and Concentrates Purchase Rights Agreement and all of the agreements and documents referred to herein or therein, as the case may be, including all agreements or documents to be delivered at Closing under or pursuant to this Agreement and at the closing of the transactions contemplated under the Subscription Agreement;

“U.S. Person” has the meaning given to such term in Section 4.2; and

“Vendor” has the meaning given to such term in the Offer.

1.2	Rules of Interpretation

The following rules of interpretation shall apply in this Agreement unless something in the subject matter or context is inconsistent therewith:

(1)	the singular includes the plural and vice-versa;
(2)	where a word or phrase is defined, its other grammatical forms shall be deemed to have corresponding meanings;
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(3)	the headings in this Agreement form no part of this Agreement and are deemed to have been inserted for convenience only and shall not affect the construction or interpretation of any of its provisions;
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(4)	all references in this Agreement shall be read with such changes in number and gender that the context may require;
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(5)	references to “Articles,” “Sections”, “Recitals” and “Exhibits” refer to articles, sections and recitals of and exhibits to this Agreement;
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(6)	the use of the words “including” or “includes” followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it;
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(7)	the rule of construction that, in the event of ambiguity, the contract shall be interpreted against the Party responsible for the drafting or preparation of the Agreement, shall not apply;
(8)	the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision;
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(9)	any reference to a statute is a reference to the applicable statute and to any regulations made pursuant thereto and includes all amendments made thereto and in force, from time to time, and any statute or regulation that has the effect of supplementing or superseding such statute or regulation;
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(10)	unless something in the subject matter or context is inconsistent therewith or unless otherwise provided, a reference to a specific agreement or document is to that agreement or document in its current form or as the same may from time to time be amended, novated, supplemented or replaced;
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(11)	all calculations and computations made pursuant to this Agreement shall be carried out in accordance with IFRS consistently applied to the extent that such principles are not inconsistent with the provisions of this Agreement; and
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(12)	the words “written” or “in writing” include printing, typewriting or any electronic means of communication capable of being visibly reproduced at the point of reception including fax or email.
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1.3	Currency
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Unless otherwise indicated, all references to moneys hereunder are references to U.S. dollars and all obligations hereunder shall be denominated in U.S. dollars.

1.4	Computation of Time

In this Agreement, unless something in the subject matter or context is inconsistent therewith, a “day” shall refer to a calendar day and in calculating all time periods the first day of a period is not included and the last day is included, and in the event that any date on which any action is required to be taken hereunder is not a Business Day, such action will be required to be taken on the next succeeding day which is a Business Day.

1.5	Sections that Survive Termination and Closing; Claims Following Termination
(a)	If this Agreement is terminated, no Party shall have any further liabilities or obligations under this Agreement, except that the following provisions of this Agreement shall survive the termination of this Agreement in accordance with their terms and otherwise to the full extent necessary for their enforcement and the protection of the Party in whose favor they run: Section 1.1, Section 1.2, Section 1.3, Section 1.4, Section 1.5, Article 5 and Article 6 (other than Section 6.5), along with any other provisions of this Agreement which expressly or by their nature survive the termination hereof.
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(b)	All covenants in this Agreement shall survive the Closing until the latest date permitted by Applicable Law or such shorter period as may be indicated by the context or expressly provided herein.
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(c)	Nothing in this Section 1.5 shall relieve any Party from liability for damages arising out of any breach of this Agreement occurring prior to termination of this Agreement.
1.6	Exhibits
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The following exhibits are attached to and incorporated in this Agreement by this reference:

Exhibit 1	-	Form of ICC Agreement
Exhibit 2	-	Form of ICC Assignment Agreement
Exhibit 3	-	Los Azules Project

ARTICLE 2

PURCHASE OF SHARES AND PURCHASE PRICE

2.1	Purchase of Shares

Subject to the terms and conditions set forth herein, at the Closing Time, Vendor shall sell, assign and transfer to Purchaser 1,250,000 Common Shares (the “Purchased Shares”), representing approximately 4.86 percent of the total issued and outstanding Common Shares in the Company, free and clear of any Encumbrances, and Purchaser shall purchase the Purchased Shares for a purchase price of $47,375,000 (the “Purchase Price”), which shall be paid and satisfied by Purchaser in the form of non-cash consideration in the manner described in Section 2.2.

2.2	Purchase Consideration

The Purchase Price for the Purchased Shares shall be paid and satisfied by the assignment by Purchaser to Vendor of all of Purchaser’s rights’ title and interest to the ICC (as defined herein), to be paid and satisfied in accordance with Section 3.2, and the steps in Section 3.2(a) through Section 3.2(e) (inclusive) shall occur in sequence, with each step immediately following the preceding step, at the Closing.

2.3	Sale of ICC After Closing

Within 10 Business Days after the Closing, Vendor shall sell the ICC, or the shares issued by ACM if the ICC has already been capitalized, to the Company in exchange for $24,000,000. The sale by Vendor to the Company will be made only in exchange for cash. For greater certainty, the Company shall not, under any circumstances, issue any shares of the Company in exchange for the purchase of the ICC or any part thereof.

ARTICLE 3

CLOSING

3.1	Closing

Subject to Section 3.3, the Closing shall take place at the offices of the Company and/or the offices of Bennett Jones LLP in Calgary, Alberta and/or the offices of Marval O’Farrell Mairal in Buenos Aires, Argentina or by electronic exchange of documents, instruments and funds (except for documents or instruments requiring originals), as applicable, between the parties or their respective counsel on February 24 (the “Closing Date”) or such other date as agreed in writing by the Parties at 1:00 p.m. (Eastern time) or such other time as agreed in writing by the Parties (the “Closing Time”). The Closing shall take place concurrently with the closing of the transactions described in the Subscription Agreement.

3.2	Closing Actions

Subject to Section 3.3, at the Closing Time, the following events shall occur:

(a)	Purchaser shall deliver an offer to ACM to enter into the ICC Agreement, duly executed by Purchaser, pursuant to which Purchaser will offer to make an irrevocable capital contribution (aporte irrevocable) (“ICC”) on account of future capital subscription to ACM of an amount in Argentine Pesos equal to the Purchase Price, converted by applying the Exchange Rate (such converted amount, the “ICC Amount”);
(b)	ACM shall, and the Company shall cause ACM to, deliver to Purchaser an acceptance to Purchaser’s offer to enter into the ICC Agreement, duly executed by ACM;
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(c)	Purchaser shall contribute the ICC Amount by delivering to ACM an e-cheque (cheque electrónico) duly endorsed in favour of ACM;
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(d)	ACM shall, and the Company shall cause ACM to, deliver to Purchaser a letter acknowledging receipt of the ICC Amount (the “ICC Receipt”);
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(e)	Purchaser shall deliver an offer to the Company to enter into the ICC Assignment Agreement, duly executed by Purchaser, and the Company shall deliver an acceptance to such offer to enter into the ICC Assignment Agreement, duly executed by the Company;
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(f)	Purchaser shall deliver a notice to ACM informing ACM of the ICC Assignment Agreement;
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(g)	the Company shall:
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(i)	cancel share certificate no. 7, representing 17,500,000 Common Shares, delivered by Vendor to the Company pursuant to Section 3.3(b)(iii);
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(ii)	issue a share certificate in the name of Vendor representing 16,250,000 Common Shares;
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(iii)	issue and deliver to Purchaser a share certificate in the name of Purchaser representing the Purchased Shares; and
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(iv)	deliver to Purchaser a certified copy of the updated central securities register of the Company, which reflects the transfer of the Purchased Shares to Purchaser.
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3.3	Conditions Precedent to the Closing
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The respective obligations of the Parties to effect the Closing are subject to the prior satisfaction or waiver by the relevant Parties of the following conditions precedent (the “Conditions Precedent”).

(a)	The obligation of Vendor to effect the Closing is subject to the prior satisfaction or waiver by it of each of the following Conditions Precedent:
(i)	all representations and warranties of Purchaser hereunder shall be true and correct in all respects as of the Effective Date and as of the Closing with the same effect as though made at such date (except for representations and warranties given as of
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a particular time, in which case such representations and warranties must be true and correct in all respects as at the specified time);

(ii)	Purchaser shall have performed or complied with all of the obligations and covenants under this Agreement required to be performed or complied with by it at or prior to the Closing;
(iii)	Purchaser shall have contributed the ICC Amount to ACM to an account designated in writing by ACM;
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(iv)	consummation of the transactions contemplated by this Agreement shall not have been restrained, enjoined or otherwise prohibited or made illegal by Applicable Laws. No action or proceeding shall be pending or threatened by any Governmental Authority to restrain, enjoin or otherwise prevent the consummation of the transactions contemplated by this Agreement, or to recover any material damages or obtain other material relief as a result of such transactions, or that otherwise relates to the application of Applicable Laws; and
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(v)	Vendor shall have received each of the following:
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A.	an officer’s certificate of Purchaser, dated as of the Closing Date, in form and substance satisfactory to Vendor, as to: (1) its constating documents in effect as of the Closing Date; (2) resolutions of its board of directors approving the entering into and completion of the transactions contemplated under this Agreement and the other Transaction Documents to which it is a party; (3) incumbency and signatures of its officers executing this Agreement or any other Transaction Documents to which it is a party; and (4) the satisfaction of the conditions set forth Sections 3.3(a)(i) and 3.3(a)(ii);
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B.	the Subscription Agreement and the Canadian Investor Questionnaire attached to the Subscription Agreement, in each case duly executed by Purchaser; and
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C.	such further documents, agreements, instruments and assurances as may be reasonably required by Vendor prior to the Closing Date in order to give effect to the transactions contemplated by this Agreement.
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(b)	The obligation of Purchaser to effect the Closing is subject to the prior satisfaction or waiver by Purchaser of each of the following Conditions Precedent:
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(i)	all representations and warranties of the McEwen Parties hereunder shall be true and correct in all respects as of the Effective Date and as of the Closing with the same effect as though made at such date (except for representations and warranties given as of a particular time, in which case such representations and warranties must be true and correct in all respects as at the specified time);
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(ii)	each of the McEwen Parties shall have performed or complied with all of the obligations and covenants under this Agreement required to be performed or complied with by such Person at or prior to the Closing;
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(iii)	Vendor shall have delivered share certificate no. 7, representing 17,500,000 Common Shares, to the Company, and an original copy of an instrument of transfer in respect of the transfer of the Purchased Shares duly executed by Vendor in favour of Purchaser;
(iv)	the consent of all of the shareholders of the Company to the transactions contemplated herein, including the transfer of the Purchased Shares from Vendor to Purchaser, shall have been provided in accordance with the Shareholder Agreement;
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(v)	ACM shall have delivered a letter to Purchaser acknowledging and accepting the assignment of the ICC by Purchaser to Vendor;
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(vi)	consummation of the transactions contemplated by this Agreement shall not have been restrained, enjoined or otherwise prohibited or made illegal by Applicable Laws. No action or proceeding shall be pending or threatened by any Governmental Authority to restrain, enjoin or otherwise prevent the consummation of the transactions contemplated by this Agreement, or to recover any material damages or obtain other material relief as a result of such transactions, or that otherwise relates to the application of Applicable Laws;
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(vii)	all of the conditions precedent to the closing of the transactions described in the Subscription Agreement shall have been satisfied or waived; and
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(viii)	Purchaser shall have received each of the following:
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A.	an officer’s certificate of each of MUX and Vendor, dated as of the Closing Date, in form and substance satisfactory to Purchaser, as to: (1) its constating documents in effect as of the Closing Date; (2) resolutions of its board of directors approving the entering into and completion of the transactions contemplated under this Agreement and the other Transaction Documents to which it is a party; (3) incumbency and/or specimen signatures of its directors executing this Agreement or any other Transaction Documents to which it is a party; and (4) the satisfaction of the conditions set forth Sections 3.3(b)(i) and 3.3(b)(ii);
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B.	an officer’s certificate of the Company, dated as of the Closing Date, in form and substance satisfactory to Purchaser, as to: (1) its constating documents in effect as of the Closing Date; (2) resolutions of its board of directors approving (a) the entering into and completion of the transactions contemplated under this Agreement and the other Transaction Documents to which it is a party and (b) the transfer of the Purchased Shares from Vendor to Purchaser and cancellation and issuance of share certificates described in Section 3.2(f); (3) incumbency and/or specimen signatures of its directors executing this Agreement or any other Transaction Documents to which it is a party; and (4) the satisfaction of the conditions set forth Sections 3.3(b)(i), 3.3(b)(ii), 3.3(b)(iii) and 3.3(b)(iv);
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C.	an officer’s certificate of ACM, dated as of the Closing Date, in form and substance satisfactory to Purchaser, as to: (1) its constating documents in effect as of the Closing Date; (2) resolutions of its board of directors
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approving (a) the entering into and completion of the transactions contemplated under this Agreement and the other Transaction Documents to which it is a party and (b) the acceptance of the offer to enter into the ICC Agreement and the contribution by Purchaser to ACM of the ICC Amount; (3) resolutions of its sole shareholder approving the acceptance of the offer to enter into the ICC Agreement and the contribution by Purchaser to ACM of the ICC Amount; (4) incumbency and/or specimen signatures of its directors executing this Agreement or any other Transaction Documents to which it is a party; and (5) the satisfaction of the conditions set forth Sections 3.3(b)(i) and 3.3(b)(ii);

D.	certified copy of the central securities register of the Company which evidences the share ownership in the Company immediately prior to Closing, including Vendor as the registered holder of 17,500,000 Common Shares;
E.	certified copies of the constating documents and share registers of each of the Cayman Subsidiaries and NPGUS in effect as of the Closing Date;
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F.	a certificate of status, a certificate of good standing or their equivalent with respect to each of MUX, Vendor and the McEwen Copper Companies;
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G.	an acceptance to the offer to enter into the ICC Agreement, duly executed by ACM;
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H.	an acceptance to the offer to enter into the ICC Assignment Agreement, duly executed by Vendor;
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I.	a letter to Purchaser acknowledging and accepting the assignment of the ICC by Purchaser to Vendor, duly executed by ACM;
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J.	a copy of the instrument of transfer in respect of the transfer of the Purchased Shares duly executed by Vendor in favour of Purchaser;
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K.	a legal opinion prepared by Vargas Galindez dated as of the Closing Date, in form and substance satisfactory to Purchaser, acting reasonably (the “Vargas Opinion”);
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L.	a legal opinion prepared by external counsel to the Cayman Subsidiaries dated as of the Closing Date, in form and substance satisfactory to Purchaser, acting reasonably, with respect to each of the Cayman Subsidiaries’ organizational status, good standing, share capitalization, no outstanding litigation and other matters customary in transactions similar to the transactions contemplated by this Agreement;
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M.	the Subscription Agreement, duly executed by the Company;
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N.	the Investor Rights Agreement, duly executed by the Company, MUX, Vendor and Robert McEwen;
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O.	an offer letter addressed to Purchaser to enter into the Copper Cathodes and Concentrates Purchase Rights Agreement, duly executed by ACM; ; and
P.	such further documents, agreements, instruments and assurances as may be reasonably required by Purchaser prior to the Closing Date in order to give effect to the transactions contemplated by this Agreement.
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ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1	Mutual Representations and Warranties

Purchaser hereby represents and warrants to the McEwen Parties (which representations and warranties will survive the Closing) and each of the McEwen Parties hereby represents and warrants to Purchaser (which representations and warranties will survive the Closing) that:

(a)	it has the legal capacity and competence to enter into and execute this Agreement and each Transaction Document to which it is a party and to take all actions required pursuant hereto and thereto and it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation;
(b)	it has taken all corporate steps and proceedings necessary to duly approve the transactions contemplated by this Agreement and each Transaction Document to which it is a party, and all necessary approvals and consents by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement and each Transaction Document to which it is a party on behalf of it, and in the case of the Company, the Company has obtained a written consent in respect of the transfer of the Purchased Shares contemplated hereunder signed by all of the shareholders of the Company in accordance with the Shareholder Agreement;
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(c)	the entering into of this Agreement and each Transaction Document to which it is a party and the transactions contemplated hereby and thereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, it or of any agreement, written or oral, to which it may be a party or by which it is or may be bound; and
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(d)	it has duly executed and delivered this Agreement and each Transaction Document to which it is a party and each such agreement or document constitutes a valid and binding agreement of it enforceable against it in accordance with its terms.
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4.2	Specific Representations and Warranties of Purchaser
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Purchaser hereby represents and warrants to the McEwen Parties (which representations and warranties will survive the Closing) that:

(a)	Purchaser is not a U.S. Person;
(b)	Purchaser is resident in the jurisdiction set out in the preamble to this Agreement;
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(c)	Purchaser is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which Purchaser is resident (the “International Jurisdiction”) which would apply to the purchase and sale of the Purchased Shares;
(d)	Purchaser is acquiring the Purchased Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, Purchaser is permitted to acquire the Purchased Shares under the Applicable Laws of the International Jurisdiction without the need to rely on any exemptions;
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(e)	the Applicable Laws of the authorities in the International Jurisdiction do not require Vendor or the Company to make any filings or seek any approvals of any kind from any securities regulator in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Purchased Shares,
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(f)	the acquisition of the Purchased Shares by Purchaser does not trigger:
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(i)	any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, in the International Jurisdiction; or
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(ii)	any continuous disclosure reporting obligation of the Company in the International Jurisdiction; and
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(g)	Purchaser will, if requested by Vendor, deliver to Vendor a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in paragraphs (c), (d) and (e) above, to the satisfaction of Vendor, acting reasonably;
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(h)	Purchaser is not aware of any advertisement of any of the Purchased Shares and is not acquiring the Purchased Shares as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and
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(i)	no person has made to Purchaser any written or oral representations:
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(i)	that any person will resell or repurchase any of the Purchased Shares,
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(ii)	that any person will refund the purchase price of any of the Purchased Shares, or
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(iii)	as to the future price or value of any of the Purchased Shares; and
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(j)	there is no person acting or purporting to act in connection with the acquisition of the Purchased Shares for or on behalf of Purchaser who is entitled to any brokerage or finder’s fee payable by Vendor. If any such person establishes a claim that any fee or other compensation is payable by the Company in connection with this acquisition of the Purchased Shares, Purchaser covenants to indemnify and hold harmless Vendor with respect thereto and with respect to all costs reasonably incurred in the defence thereof.
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In this Agreement, the term “U.S. Person” has the meaning ascribed thereto in Regulation S, and for the purpose of this Agreement includes: (i) any person in the United States; (ii) any natural person

resident in the United States; (iii) any partnership or corporation organized or incorporated under the laws of the United States; (iv) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; or (v) any estate or trust of which any executor, administrator or trustee is a U.S. Person.

4.3	Specific Representations and Warranties of the McEwen Parties

Each of the McEwen Parties hereby represents and warrants to Purchaser (which representations and warranties will survive the Closing) that:

(a)	each of the McEwen Copper Companies is validly subsisting under the laws of its jurisdiction of incorporation, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and carries and shall carry on its business in the ordinary course and in compliance in all material respects with all Applicable Laws of each such jurisdiction;
(b)	neither of Vendor or the Company is in breach of any securities laws;
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(c)	at the time of closing on the Closing Date, the Purchased Shares will be duly and validly created, authorized and issued; will be validly issued as fully paid as non-assessable Common Shares in the capital of the Company;
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(d)	the Company is authorized to issue an unlimited number of Common Shares and an unlimited number of Class B common shares; and as of the date of this Agreement, 25,685,000 Common Shares are issued and outstanding and no Class B common shares are issued and outstanding;
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(e)	as of the Closing Date, there exist no options, warrants, rights of conversion or other rights, contracts or commitments that could require the Company to issue any Common Shares or other securities other than the pre-emptive rights set out in the Shareholder Agreement and the 40,000 options that the Company has agreed to grant to Michael Meding upon the completion of an initial public offering of the Company, pursuant to the employment agreement between the Company and Michael Meding dated February 7, 2022;
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(f)	except for Michael Meding and Sharry Wang, the Company has no employees or independent contractors, and neither of such employees are entitled to any bonus, increase in compensation or other benefit that is contingent on the Closing. The Company has provided copies of the employment agreements between the Company and each of Michael Meding and Sharry Wang, and there are no other agreements, whether written or oral, between either of such employees and the Company;
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(g)	purchase and sale of the Purchased Shares in accordance with the terms herein and the fulfilment of the terms hereof does not and will not conflict with or constitute a breach of or default under (i) the constating documents of the McEwen Copper Companies, (ii) any Applicable Laws, order or ruling or (ii) any agreement, contract or indenture, including any covenants or provisions respecting the Company’s right to issue additional equity, or any pre-emptive right or similar rights therein, to which any of the McEwen Copper
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Companies (as defined below) is a party or by which it is bound, or to which any of the property or assets of the McEwen Copper Companies is subject;

(h)	Exhibit “H” accurately shows (i) each direct and indirect subsidiary of the Company; (ii) the registered and beneficial holders of all of the issued and outstanding shares in the capital of each of the McEwen Copper Companies; and (iii) the numbers and classes of shares currently held by each such holder and the percentage in the outstanding capital of each of such subsidiaries. The Company has no assets other than the holding of the shares of each of the McEwen Copper Companies;
(i)	International Copper Mining Inc. has no assets other than the holding of the shares of each of Los Azules Mining Inc. and San Juan Copper Inc., and neither of Los Azules Mining Inc. and San Juan Copper Inc. has assets other than shares of ACM; and none of the Cayman Subsidiaries operated or engaged in, or operates or engages in, any business activities, operations or management other than business activities, operations or management related to the Los Azules Project;
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(j)	the Company has not operated or engaged in, and is not operating or engaged in, any business activities or operations other than those related to the Los Azules Project and the Elder Creek Project;
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(k)	except for the Shareholder Agreement and the Nuton collaboration agreement dated August 30, 2022 by and among the Company, MUX, Robert McEwen and Nuton LLC, none of the shareholders of the Company have any agreements or side letters with the Company granting such shareholders any rights in respect of the Company, including the right to nominate directors for appointment to the board of directors of the Company or any approval rights with respect to any transactions of the McEwen Copper Companies (including, without limitation, granting of offtake, royalty, stream or similar rights with respect to the Los Azules Project);
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(l)	there are no circumstances, developments or events that would constitute or reasonably be expected to constitute a material adverse effect in respect of any of the McEwen Copper Companies;
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(m)	there are no: (i) Claims pending or, to the knowledge of the Issuer, threatened against any of the Issuer or the Material Subsidiaries before or by any governmental authority; and (ii) outstanding judgments, orders, decrees, writs, injunctions, decisions, rulings or awards against any of the Issuer or the Material Subsidiaries or affecting any of the Issuer, the Material Subsidiaries, the Los Azules Project or the Elder Creek Project;
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(n)	a complete copy of the articles, bylaws, minute books, share registers and other corporate records of the Issuer and the Material Subsidiaries have been provided to the Subscriber. Such books and records have been maintained in accordance with Applicable Laws and contain complete and accurate records of all matters required to be dealt with in such books and records, in each case, in all material respects;
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(o)	the Company owns all of the issued and outstanding securities of the other McEwen Copper Companies, free and clear of any encumbrances and defects, and has no other subsidiaries. All of the outstanding equity interests in the McEwen Copper Companies have been duly authorized and validly issued and all of such equity interests are outstanding as fully paid and non-assessable shares. There exist no options, warrants, purchase rights, or other
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contracts or commitments that would require the Company or any other person to sell, transfer or otherwise dispose of any equity interests of the other McEwen Copper Companies or for the issue or allotment of any unissued shares in the capital of the other McEwen Copper Companies or any other security convertible into or exchangeable for any such shares. None of the McEwen Copper Companies has any obligations (including any obligation to provide any guarantee, security, support, indemnification, assumption or endorsement of or any similar commitment with respect to the obligations, liabilities or indebtedness of any other person) including, without limitation, the obligations of MUX under the amended and restated credit agreement dated April 1, 2022 among MUX, Sprott Private Resource Lending II (Collector), LP as lender and as Administrative Agent, and Evanachan Limited;

(p)	each of the McEwen Copper Companies has been duly incorporated or established and is validly existing and in good standing under the laws of its respective jurisdiction of organization with all requisite corporate power and authority to own, use, lease and operate its properties and conduct its business in the manner currently conducted, and is duly qualified to transact business in each jurisdiction where it carries its business;
(q)	the McEwen Copper Companies (i) are conducting their business operations in material compliance with Applicable Laws, including without limitation those of the country, state, province, municipality or other local or foreign jurisdiction in which such entity carries on business or conducts its activities; (ii) have received and hold all material permits, by-laws, licenses, waivers, exemptions, consents, certificates, registrations, rights, rights of way, entitlements and other approvals which are required from any governmental or regulatory authority or any other person necessary to the conduct of their business and activities as currently conducted, and to the conduct of their business as proposed to be conducted pursuant to the use of funds proposal underlying the proposed placement, including but not limited to those required under applicable mining and environmental laws (“Authorizations”); and (iii) are in material compliance with all terms and conditions of such Authorizations, and such Authorizations are in full force and effect in all material respects; and (iv) have not received any notice of the modification, suspension, revocation, cancellation or non-renewal of, or any intention to modify, suspend, revoke, cancel or not renew or any proceeding relating to the modification, suspension, revocation, cancellation or non-renewal of any such Authorizations, and no Authorizations will be subject to modification, suspension, revocation, cancellation or non-renewal as a result of the execution and delivery of this Agreement or the Closing;
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(r)	except to the extent qualified by the Vargas Opinion, which Purchaser acknowledges having received, the McEwen Copper Companies (i) own, hold or lease all such properties as are necessary to the conduct of their respective businesses as currently operated, and to the conduct of their business as proposed to be conducted pursuant to the use of funds proposal underlying the proposed placement; and (ii) have good and marketable title under Applicable Laws to all real property and good and marketable title to all personal property owned by them that constitute the Los Azules Project and the Elder Creek Project and to all material personal property owned by them in the conduct of their business on the Los Azules Project and the Elder Creek Project, in each case free and clear of all liens, encumbrances and defects; and any real property and buildings to be held under lease or sublease by the McEwen Copper Companies are held by them under valid, subsisting and enforceable leases; (A) the “Los Azules Project” means the Los Azules project owned by ACM and located in the San Juan Province, Argentina, which involves exploration, development and other operations on the mineral properties, claims and any other mineral
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rights in the area set out in the map in Exhibit “H” hereto, and which includes the project described in the technical report entitled “SEC S-K 229.1304 Initial Assessment Individual Disclosure for the Los Azules Project, Argentina” with an effective reporting date of September 1, 2017 prepared by Mining Plus; and (B) the “Elder Creek Project” means the project commonly known as the Elder Creek project, which is owned by NPGUS and located near Elder Creek, Nevada, USA, which involves exploration, development and other operations on the mineral properties, claims and any other mineral rights comprising such project;

(s)	except to the extent qualified by the opinion of Vargas Opinion, all interests in material mining claims, concessions, exploration, reconnaissance, exploitation or extraction rights, surface rights, subsurface rights or similar rights, (“Mining Claims”) that are held by the McEwen Copper Companies, held by way of Authorizations or otherwise, are in good standing, are valid and enforceable, are free and clear of any encumbrances and no royalty is payable in respect of any of them, except as disclosed in the Vargas Opinion;
(t)	no other material property rights are necessary for the conduct of the business as currently conducted, or for the conduct of the business as proposed to be conducted pursuant to the use of funds proposal underlying the proposed placement, in each case by the McEwen Copper Companies;
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(u)	except as provided in the Vargas Opinion, there are no material restrictions on the ability of the McEwen Copper Companies to use, transfer or otherwise exploit any such property rights;
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(v)	except as set out in the Vargas Opinion, there are no Claims to which any of the McEwen Copper Companies is a party or of which any property, including Authorizations and Mining Claims, of any of the McEwen Copper Companies is the subject; and, no such proceedings are threatened or pending by governmental authorities or any other person; there is no agreement, judgment, injunction, order or decree binding upon the any of the McEwen Copper Companies that has or would reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of any of the McEwen Copper Companies;
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(w)	no dispute between any of the McEwen Copper Companies and any local, native or indigenous group exists or to the knowledge of the Company is threatened or reasonably likely with respect to the Los Azules Project and the Elder Creek Project or the business activities of any of the McEwen Copper Companies;
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(x)	the Issuer’s draft unaudited financial statements for the periods ending December 31, 2021 and December 31, 2022, copies of which the Issuer has provided to the Subscriber, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and present fairly the consolidated financial position and results of operation and changes in the financial position of the Issuer and its Material Subsidiaries and such accounts fairly present in all material respects the financial condition, financial performance and cash flows of the Issuer for the periods ended December 31, 2021 and December 31, 2022; neither the Issuer nor the Material Subsidiaries have any material liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise required to be disclosed under IFRS, which are not disclosed in the Issuer’s financial statements, and the Issuer and the Material Subsidiaries have conducted their respective businesses in the ordinary course since December 31, 2022 until the Closing Date;
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(y)	the audited consolidated financial statements for ACM for the period ending December 31, 2021, a copy of which has been provided to the Subscriber, are prepared in accordance with Argentine GAAP and present fairly the consolidated financial position and results of operation and changes in the financial position of ACM and its subsidiaries and such accounts fairly present in all material respects the financial condition, financial performance and cash flows of ACM for the periods indicated; as at the Closing Date, neither ACM nor its subsidiaries have any material liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise required to be disclosed under Argentine GAAP, which are not disclosed in ACM’s financial statements and each of ACM and its subsidiaries have conducted their respective businesses in the ordinary course since December 31, 2021 until the Closing Date;
(z)	the McEwen Copper Companies have filed all Tax Returns required to be filed under Applicable Laws when due and all such Tax Returns were correct and complete in all respects;
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(aa)	any deductions taken or claimed in computing the income of any of McEwen Copper Companies for Tax purposes have been taken or claimed in accordance with Applicable Law;
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(bb)	there are no Encumbrances on any of the assets of the McEwen Copper Companies that arose in connection with any failure (or any alleged failure) to pay any Tax when due;
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(cc)	all Taxes required to be paid under Applicable Laws have been paid by each of the McEwen Copper Companies or an adequate reserve under IFRS has been recorded in respect thereof in the accounting records of the McEwen Copper Companies, and each of the McEwen Copper Companies has made adequate and timely installments of all Taxes required to be made by it under Applicable Laws. None of the McEwen Copper Companies has incurred any liability, whether actual or contingent, for Taxes or engaged in any transaction or event that would result in any liability, whether actual or contingent, for Taxes or realized any income or gain for Tax purposes otherwise than in the usual and ordinary course of its business;
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(dd)	there are no notices of assessment or reassessment of, or notices of audits, investigations or Claims with respect to, unpaid liabilities for Taxes issued by any Tax Authority which have been received by any of the McEwen Copper Companies. There are no assessments, proceedings, investigations, audits or Claims now pending or, to the knowledge of the Company, threatened against any of the McEwen Copper Companies in respect of any Taxes and there are no matters under discussion, investigation, audit or appeal with any Tax Authority in respect of any of the McEwen Copper Companies. The Company is not aware of any contingent liability of any of the McEwen Copper Companies for Taxes or any grounds that could prompt an assessment or reassessment for Taxes;
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(ee)	each of the McEwen Copper Companies has deducted, withheld, collected and remitted within the time limits required by Applicable Laws all amounts required by Applicable Laws to have been deducted, withheld, collected and remitted in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party;
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(ff)	none of the McEwen Copper Companies are party to any agreement, waiver or arrangement with any Tax Authority that relates to any extension of time with respect to the filing of any Tax Return, any payment of Taxes or any assessment;
(gg)	no facts, circumstances or events exist or have existed that have resulted in, or may result in, the application of any of sections 15, 17, 67, 78 to 80.04 of the Tax Act (or any similar provision of an Applicable Law of any province or territory of Canada) to any of the McEwen Copper Companies;
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(hh)	none of the McEwen Copper Companies are subject to liability for Taxes of any other person. None of the McEwen Copper Companies have acquired property from any person in circumstances where any such company could become liable for Taxes of such person. None of the McEwen Copper Companies have entered into any agreement with, or provided any undertaking to, any person pursuant to which it has assumed liability for the payment of income Taxes owing by such person;
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(ii)	none of the McEwen Copper Companies has ever been required to file any Tax Return with, and has never been liable to pay any Taxes to, any Tax Authority in any jurisdiction in which it is not currently filing any Tax Returns. No Claim has ever been made by a Tax Authority in a jurisdiction where any of the McEwen Copper Companies does not file Tax Returns that the McEwen Copper Companies is or may be subject to the imposition of any Tax by that jurisdiction;
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(jj)	any of the McEwen Copper Companies that are required to be registered (i) with the Canada Revenue Agency under Subdivision d of Division V of Part IX of the Excise Tax Act (Canada) for the purposes of goods and services sales tax and the harmonized sales tax (“GST/HST”), or (ii) under any Applicable Law of a province in respect of sales tax are so registered, and any such registration numbers have been provided to the Subscriber. Any input tax credits, rebates and similar refunds claimed by the McEwen Copper Companies for GST/HST or provincial sales tax purposes were calculated in accordance with Applicable Laws;
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(kk)	the McEwen Copper Companies have complied with all information reporting and record keeping requirements under Applicable Laws, including retention and maintenance of required records with respect thereto;
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(ll)	none of the McEwen Copper Companies have owned any (i) real or immovable property situated in Canada (as defined in the Tax Act), (ii) Canadian resource properties (as defined in the Tax Act), (iii) timber resource properties (as defined in the Tax Act), or (iv) options in respect or, or interests in, or for civil law, a right in, property described in any of (i) to (iii), whether or not the property exists;
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(mm)	none of the McEwen Copper Companies have engaged in any “reportable transaction” as defined in subsection 237.3(1) of the Tax Act or any “notifiable transaction” as defined in proposed subsection 237.4(1) of the Tax Act (as such provisions are proposed to be amended or introduced), as applicable, by the legislative proposals released by the Minister of Finance (Canada) on August 9, 2022;
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(nn)	all transactions entered into by the McEwen Copper Companies have been entered into on an arm’s length basis and the consideration (if any) charged, received or paid by the McEwen Copper Companies, as the case may be, on all transactions entered into by it has
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been equal to the consideration which might have been expected to be charged, received or paid, as applicable, been independent persons dealing at arm’s length and no notice or inquiry by any Tax Authority has been made in connection with any such transactions. The McEwen Copper Companies have complied in all material respects with relevant transfer pricing laws (including section 247 of the Tax Act), including preparing contemporaneous documentation and other documents contemplated thereby;

(oo)	none of the McEwen Copper Companies have applied for, filed for, or otherwise claimed any COVID-19 Relief;
(pp)	none of the McEwen Copper Companies will be required to include any item of income in, or exclude any item or deduction from, taxable income for any taxation year or portion thereof ending after the Closing Date as a result of the use of an improper method of accounting for a taxation year ending before the Closing Date;
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(qq)	none of the McEwen Copper Companies are insolvent or in liquidation or administration or subject to any other insolvency procedure and no receiver, manager, trustee, custodian or analogous officer has been appointed in respect of all or any part of its property, undertaking or assets; neither steps have been taken nor legal, legislative or administrative proceedings have been started or threatened to wind up, dissolve, make dormant, or eliminate any of McEwen Copper Companies; and the Company does not have any knowledge of any event or circumstance that could reasonably be expected to lead to or result in the winding up, liquidation, dissolution, elimination or insolvency of any of the McEwen Copper Companies; and
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(rr)	none of the McEwen Copper Companies and, to the Company’s knowledge, none of their respective directors, officers, supervisors, managers, employees, or agents has: (A) violated any Applicable Laws relating to anti-bribery and anti-corruption, including the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), Foreign Corrupt Practices Act of 1977 (United States) or any other applicable anti-corruption laws of any relevant jurisdiction (“Anti-Corruption Laws”) or Applicable Laws relating to export control, or economic and financial sanctions laws (“Sanctions Laws”), (B) made, given, authorized, made, or offered anything of value, including any payment, facilitation payment, loan, reward, gift, contribution, expenditure or other advantage, directly or indirectly, (i) to any person in violation of the Anti-Corruption Laws, or (ii) to or for the benefit of a government official in order to improperly influence any act or decision of a government official, induce a government official to do or omit to do any act in violation of their lawful duty or secure any improper advantage, or (C) used any corporate funds, or made any direct or indirect unlawful payment from corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity;
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(ss)	the operations of the McEwen Copper Companies are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental authority (“Money Laundering Laws”) and no action, suit or proceeding by or before any court of governmental authority or any arbitrator nongovernmental authority involving any of the McEwen Copper Companies with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened;
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(tt)	none of the McEwen Copper Companies nor any of their respective directors, officers, supervisors, managers, employees, or agents is (i) a person currently identified, listed or designated under the Sanctions Laws, (ii) a person located, organized, resident, doing business or operating in a country or territory that is, or whose government is, the subject of Sanctions Laws which prohibit a person resident in, or a national of, Canada, the United States, the United Kingdom, or the European Union from doing business with or in that jurisdiction, or (iii) a person directly or indirectly owned or controlled by, or acting for the benefit or on behalf of, a person described in clause (i) or (ii) (a “Sanctioned Person”). None of the McEwen Copper Companies (i) has assets or operations located in a jurisdiction in violation of Sanctions Laws, or (ii) directly or indirectly derives revenues from or engages in investments, dealings, activities or transactions with any Sanctioned Person or which otherwise violate Sanctions Laws;
(uu)	the data or information with respect to the business and activities of the McEwen Copper Companies disclosed on the EDGAR system by MUX is complete and correct in all material respects and does not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statement contained therein not misleading in the circumstances.
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(vv)	the data or information made available to Purchaser by or on behalf of Vendor or the Company: (i) does not, when taken as a whole, create a false impression of the development and operations of the Los Azules Project and the Elder Creek Project as at the date of this Agreement, (ii) was, to the knowledge of the Company at the time when such data or information was created by or for the Company, accurate in all material respects, and (iii) was prepared in good faith for the purposes of informing the Subscriber about the business and activities of the McEwen Copper Companies and in doing so, the Company has not:
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(iv)	omitted anything that the Company, acting reasonably, considers is material from such data or information; or
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(v)	included anything that the Company, acting reasonably, considers is materially misleading in such data or information.
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ARTICLE 5

INDEMNIFICATION

5.1	Indemnification by the McEwen Indemnifying Parties

Subject to the terms of this Article 5, Vendor and MUX (together, the “McEwen Indemnifying Parties”, and each a “McEwen Indemnifying Party”) shall jointly and severally indemnify and hold harmless Purchaser and its officers, directors, employees and other representatives (collectively, the “Purchaser Indemnified Parties”) from and against any and all Claims asserted against any of them, or any Losses incurred or suffered by any of them, or any Losses of the Company which result in a decrease in the value of the Common Shares held by Purchaser, and directly or indirectly arising from or in connection with:

(a)	any breach or inaccuracy of any representation or warranty made by the McEwen Parties in Sections 4.1 or 4.3;
(b)	any breach or inaccuracy of any representation or warranty made by the Company in the Subscription Agreement;
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(c)	any failure of any of the McEwen Parties to perform or observe any covenant or agreement to be performed or observed by any of them under this Agreement; and
(d)	the sale described in Section 2.3.
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If any of the McEwen Indemnifying Parties indemnifies the Purchaser Indemnified Parties pursuant to this Agreement, or the Company indemnifies the Purchaser Indemnified Parties pursuant to the Subscription Agreement, in respect of any matter, the McEwen Indemnifying Parties shall not subsequently be liable to indemnify the other Purchaser Indemnified Parties for the same matter, to the extent that doing so would result in a duplicate recovery.

5.2	Indemnification by Purchaser

Subject to Section 5.3 below, Purchaser shall indemnify and hold harmless the McEwen Parties and their respective officers, directors, employees and other representatives (collectively, the “McEwen Indemnified Parties”) for, and will pay the amount of, any Losses incurred by them and arising from or in connection with any breach of:

(a)	any representation or warranty made by Purchaser in Sections 4.1 or 4.2; and
(b)	any failure of Purchaser to perform or observe any covenant or agreement to be performed or observed by it under this Agreement.
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If Purchaser indemnifies the McEwen Indemnified Parties pursuant to this Agreement in respect of any matter, Purchaser shall not subsequently be liable to indemnify the other McEwen Indemnified Parties for the same matter, to the extent that doing so would result in a duplicate recovery.

5.3	Limitation of Liability for Indemnities
(a)	Except in the case of fraud, neither a McEwen Indemnifying Party nor Purchaser, as the case may be, as indemnifying Parties hereunder (each an “Indemnifying Party”), shall be liable to the Purchaser Indemnified Parties or the McEwen Indemnified Parties, as the case may be (each, an “Indemnified Party”), for any Losses with respect the matters contained in Section 5.1(a), or Section 5.2(a), as applicable, unless and until the aggregate Losses for which the applicable Indemnifying Party would be otherwise be liable is greater than $50,000 (the “Basket”), after which the applicable Indemnifying Party shall be liable for all Losses (including the Basket).
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(b)	Except in the case of fraud, an Indemnifying Party shall not be liable to the applicable Indemnified Party for any Losses with respect to the matters contained in Section 5.1(a) or 5.2(a), as applicable, except to the extent such individual Loss (or series of related Losses arising from a common set of facts) exceeds $10,000 (a “Minimum Claim Amount”), and any such individual Losses (or series of related Losses arising from a common set of facts) not in excess of the Minimum Claim Amount will not be aggregated for purposes of calculating the Basket in Section 5.3(a), provided, however, that any Losses arising out of multiple breaches of a single representation and warranty which breaches are of the same, or substantially the same, character shall be aggregated and, if and when such Losses exceeds the Minimum Claim Amount in the aggregate, and any further Losses arising out of a breach of such representation and warranty which are of the same, or substantially the same, character as such earlier Losses, shall not be subject to the limitation in this Section 5.3(b).
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5.4	Term of Indemnities

The right to indemnity for breaches or inaccuracies of representations and warranties under this Article 5 shall not terminate:

(a)	with respect to the representations and warranties in Section 4.1 at any time after Closing;
(b)	with respect to the representations and warranties in Section 4.2 until the second anniversary of the Closing Date;
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(c)	with respect to the representations and warranties in Sections 4.3(z) to 4.3(pp) until the date that is 90 days after the expiration of the applicable statute of limitations relating thereto; and
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(d)	with respect to all other representations and warranties in Section 4.3, and the representations and warranties under the Subscription Agreement, until the third anniversary of the Closing Date,
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provided, further, that notwithstanding any termination of the underlying representation or warranty in accordance with this Section 5.4, with respect to any pending Claim for indemnity hereunder which shall have been made prior to the applicable termination date, the right to indemnity shall not terminate until the final determination and satisfaction of such Claim.

5.5	Indirect and Consequential Damages

Except in the case of fraud, no Party shall be liable to any other Party, nor any successor in interest or beneficiary or assignee of this Agreement, for any consequential, incidental, indirect, special or punitive damages arising out of this Agreement or any breach thereof (it being understood that amounts owing or alleged to be owing by a Person to a Third Party on account of Claims by Third Parties constitute actual damages to that Person regardless of whether the Third Party’s Claim for that amount includes consequential, incidental, indirect, special or punitive damages); provided that consequential, incidental, indirect, special or punitive damages shall not include direct financial loss suffered by a Party or an Indemnified Party, including diminution of value and loss of profits, and direct financial loss and loss of profits shall be recoverable except where restricted by principles of remoteness under Applicable Law. In the case of fraud, the limitations on indemnification (including as to duration and amount) set forth in Sections 5.3 and 5.4 shall not apply to any claim for indemnification pursuant to this Article 5.

5.6

Third Party Claim Indemnity Procedures

(a)

In the event that any written Claim for which an Indemnifying Party may have liability to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a Third Party (a “Third Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) Business Days following such Indemnified Party’s receipt of a Third Party Claim, notify the Indemnifying Parties in writing of such Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then reasonably ascertainable (which estimate shall not be conclusive of the final amount of such Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”). However, the failure to give prompt notice will not affect the rights or obligations of the Indemnifying Party except and only to the extent that, as a result of such failure, the Indemnifying Party was prejudiced by such failure. The

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Indemnifying Party shall have ten (10) Business Days (or such lesser number of days set forth in the Claim Notice as may be required by court proceedings in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim, and if such notification is not provided, it shall be deemed to have elected not to defend the Indemnified Party in respect of the Third Party Claim.

(b)	In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the power to direct and control such defence at its expense; provided that the Indemnified Party will have the right to approve defence counsel, which approval will not be unreasonably withheld. Once the Indemnifying Party has duly assumed the defence of a Third Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defence and to employ a single separate counsel of its choosing for this purpose; provided that the cost of such counsel shall be at its expense, unless the Indemnified Party shall have reasonably concluded, based on the advice of outside counsel, that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case the Indemnified Party may participate in such defence and employ separate counsel at the Indemnifying Party’s expense; and provided further that provided that the power to control an direct such defence shall remain with the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any Third Party Claim if such settlement (i) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (ii) would result in (A) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any Person related thereto; or (B) a finding or admission of a violation of Applicable Law, wrongdoing or violation of the rights of any Person by the Indemnified Party or any Person related thereto.
(c)	In the event that the Indemnified Party shall in good faith determine (i) that the conduct of the defense of any action, proceeding or claim subject to indemnification hereunder or any proposed settlement of any such action, proceeding or claim by the Indemnifying Party could reasonably be expected to (A) affect adversely the Indemnified Party’s tax liability or the ability of any Affiliate of the Indemnified Party who is a party to this Agreement to conduct its business or (B) be inconsistent with the position of the Indemnified Party with respect to its taxation status in any jurisdiction (including without limitation whether it should file any tax return), or (ii) that the Indemnified Party may have available to it one or more defenses or counterclaims that are in addition to, or inconsistent with, one or more of those that may be available to the Indemnifying Party in respect of such action, proceeding or claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such action, proceeding or claim at the sole cost of the Indemnifying Party, provided, that, the Indemnified Party shall not settle any such action, proceeding or claim without the written consent of the Indemnifying Party.
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(d)	If the Indemnifying Party elects not to, or is deemed to elect not to, defend the Indemnified Party against a Third Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, the Indemnified Party shall have the right, but not the obligation, to assume its own defence, it being understood that the Indemnified
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C1001ADA, Buenos Aires, Argentina

Attention: Fabiano Augusto and Julian Burgo

Email: fabiano.augusto@stellantis.com; julian.burgo@stellantis.com

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

Marval O´Farrell & Mairal

Av. Leandro N. Alem 882, 13^th^ floor

C1001AAQ Buenos Aires. Argentina

Attention: Diego Krischcautzky / Macarena García Mirri

E-Mail: dk@marval.com / mgmi@marval.com

Phone: + 54 11 4310-0100

and

McCarthy Tétrault LLP

Suite 2400, 745 Thurlow Street

Vancouver, BC

V6E 0C5

Attention: Shawn Doyle

Email: sdoyle@mccarthy.ca

(b)	All Notices shall be given:
(i)	by personal delivery;
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(ii)	by electronic communication, capable of producing a printed transmission;
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(iii)	by registered or certified mail, return receipt requested; or
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(iv)	by overnight or other express courier service.
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(c)	All Notices shall be effective and shall be deemed given on the date of receipt at the principal address if received during normal business hours on a Business Day in the jurisdiction of the recipient, and, if not received during normal business hours, on the next Business Day in the jurisdiction of the recipient following receipt, or if by electronic communication, on the date of such communication if received by the recipient during normal business hours on a Business Day in the jurisdiction of the recipient, and, if not received during normal business hours, on the next Business Day in the jurisdiction of the recipient following receipt. Any change of address may be made by Notice to the other Parties.
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6.2	Amendment
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This Agreement may only be amended by the written agreement of all the Parties hereto or, as applicable, their successors and permitted assigns.

6.3	Post-Closing Covenant of McEwen Parties

If, at any time after Closing, any of the McEwen Parties take any actions to grant rights related to the non-exercise of the Drag-Along Right (as defined in the Shareholder Agreement) to Nuton LCC, then such McEwen Parties shall take all actions reasonably necessary to grant identical rights, or to procure that identical rights are granted, as applicable, to Purchaser at substantially the same time.

6.4	Public Disclosure

A Party shall not issue any press release or make any other public statement or disclosure with respect to this Agreement without the consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing in accordance with Applicable Laws, including applicable securities laws, and if, in its reasonable opinion, such disclosure or filing is required and the other Party has not reviewed or commented on the disclosure or filing, the Party shall use its reasonable best efforts to give the other Party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing.

6.5	Assignment

No Party may assign or transfer any right, benefit, interest or obligation in or under this Agreement without the prior express written consent of the other Parties, which consent may not be unreasonably withheld; provided that in the case of any assignment or transfer, the assigning or transferring Party shall remain liable for all of its obligations hereunder, including indemnity obligations.

6.6	Governing Law

This Agreement and all matters related hereto or arising herefrom are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each of the Parties irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario in all matters related to, or arising from, this Agreement.

6.7	Waiver
(a)	No failure on the part of a Party to exercise, no delay in exercising, and no course of dealing with respect to, any right, power or privilege established by this Agreement shall operate as a waiver thereof.
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(b)	Except as otherwise expressly provided for herein, no waiver of any provision of this Agreement or consent to any departure by any Party from any provision of this Agreement shall be effective unless it is confirmed in writing. The waiver or consent shall be effective only in the specific instance, for the specific purpose and for the specific length of time for which it is given.
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(c)	The single or partial exercise of any right, power or privilege established by this Agreement shall not preclude any other exercise thereof.
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6.8	Severability

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction in any jurisdiction shall not affect the validity or enforceability of that provision in any other jurisdiction, or affect the validity or enforceability of any other provision hereof. To the extent permitted by Applicable Laws, the parties waive any provision of law which renders any provision of this Agreement invalid or unenforceable in any respect. The Parties shall engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces.

6.9	Benefit of the Agreement

This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns, provided that any transfer of or any Encumbrance upon any rights under this Agreement not made in accordance with this Agreement shall be null and void and of no force or effect.

6.10	No Third Party Rights

Except as expressly provided in this Agreement, nothing herein expressed or implied is intended or shall be construed to confer upon or to give any Person not a Party hereto any rights to remedies under or by reason of this Agreement.

6.11	Entire Agreement

This Agreement and the other Transaction Documents constitute the entire agreement between the Parties and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties and their respective affiliates, as applicable, related to such matters, including the Letters of Intent.

6.12	Further Assurances

Each of the Parties shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as any other Party hereto may reasonably require from time to time in order to give full effect to the provisions of this Agreement and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.

6.13	Time of the Essence

Time is of the essence of this Agreement.

6.14	Counterparts and Electronic Execution

This Agreement may be executed in any number of counterparts, and it shall not be necessary that the signatures of all Parties be contained on any counterpart. Each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument. Counterparts may be delivered by electronic transmission and the Parties adopt any signatures so received as original signatures of the Parties.

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EXHIBIT 1

FORM OF ICC AGREEMENT

EXHIBIT 2

FORM OF ICC ASSIGNMENT AGREEMENT

EXHIBIT A

(Copy of ICC Agreement)

EXHIBIT 3

LOS AZULES PROJECT

Exhibit 10.17

Investor Rights Agreement

This Investor Rights Agreement (this “Agreement”) is dated as of this 23rd day of February, 2023, by and among:

McEwen Copper Inc., a corporation incorporated under the laws of the Province of Alberta, Canada (the “Corporation”)

and

Minera Andes Inc., a corporation incorporated under the laws of the Province of Alberta, Canada (“Minera Andes”)

and

McEwen Mining Inc., a corporation incorporated under the laws of the State of Colorado, U.S.A. (“McEwen Mining”)

and

Robert R. McEwen, an individual acting in his personal capacity (“Robert R. McEwen”)

and

FCA Argentina S.A., a corporation incorporated under the laws of the Republic of Argentina (the “Investor”)

Recitals:

A.	The Corporation has entered into a subscription agreement (the “Subscription Agreement”) dated as of the date hereof, pursuant to which the Investor will acquire 2,850,000 Common Shares (as defined herein) in the capital of the Corporation (the “Subscription”).
B.	It is a condition to the closing of the Subscription that the Corporation, Minera Andes, McEwen Mining, Robert R. McEwen and the Investor enter into this Agreement.
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Now therefore in consideration of the foregoing and the mutual covenants and agreements below and for other good and valuable consideration to which neither party would otherwise be entitled, the receipt and sufficiency of which is irrevocably acknowledged, it is agreed by and between the Parties as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.01	Definitions

As used in this Agreement, the following terms shall have the following meanings unless the context otherwise requires:

“ACM” means Andes Corporacion Minera S.A., a corporation incorporated under the laws of the Republic of Argentina, and an indirect wholly-owned subsidiary of the Corporation;

2 - “affiliate” has the meaning given to it in NI 45-106, subject to the terms “person” and “issuer” in NI 45-106 being ascribed the same meaning as the term “Person” in this Agreement. For purposes of this definition, “control” (and its derivations) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise;

“Agreement” has the meaning ascribed thereto in the preamble;

“Argentine Funding Offer Notice” has the meaning ascribed thereto in Section 3.01(2);

“Board” means the board of directors of the Corporation;

“Board Designee” has the meaning ascribed thereto in Section 2.01(1);

“Business Day” means a day (other than a Saturday or Sunday or a public holiday) when commercial banks are open for ordinary banking business in Toronto, Ontario, Canada or Buenos Aires, Argentina;

“Carbon-Neutral” means operating in such a manner as to emit zero (or less) net greenhouse gas emissions in respect of Scope 1 Emissions and Scope 2 Emissions, including the application of carbon offsets to the emissions calculation;

“Common Shares” means the common shares in the capital of the Corporation;

“Confidential Information” has the meaning ascribed thereto in Section 8.08;

“Confidentiality Agreement” means the Confidentiality Agreement dated September 16, 2022 entered into between Peugeot Citroën do Brasil Automoveis Ltda. and FCA Fiat Chrysler Automoveis Brasil Ltda. on the one hand (the “Stellantis Parties”), and McEwen Mining, on the other hand;

“Corporation” has the meaning ascribed thereto in the preamble;

“Exchange Rate” means ratio of U.S. dollars to Argentine Pesos using the rate calculated at as the average of the AR$ official rates for the five (5) days preceding the date of the Funding Notice, as published by the Central Bank of Argentina under the heading Wholesale Exchange Rate (ARS/USD) Com. A 3500 (https://www.bcra.gob.ar/varios/english_information.asp), or any other source as agreed to by the Parties in writing;

“Funding Amount” has the meaning ascribed thereto in Section 3.01(1);

“Funding Notice” has the meaning ascribed thereto in Section 3.01(1);

“Governmental Entity” means (i) any international, multinational, national, federal, provincial, state, municipal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any stock exchange and (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above;

“Initial Public Offering” has the meaning ascribed thereto in Section 5.01(1);

“Investor” has the meaning ascribed thereto in the preamble;

3 - “Laws” means applicable (i) laws, constitutions, treaties, statutes, codes, ordinances, principles of common and civil law and equity, orders, decrees, rules, regulations and municipal by-laws, whether domestic, foreign or international, (ii) judicial, arbitral, administrative, ministerial, departmental and regulatory judgments, orders, writs, injunctions, decisions, rulings, decrees and awards of any Governmental Entity, and (iii) policies, practices and guidelines of, or contracts with, any Governmental Entity, which, although not actually having the force of law, are considered by such Governmental Entity as requiring compliance as if having the force of law, in each case binding on or affecting the Person, or the assets of the Person, referred to in the context in which such word is used;

“Letters of Intent” means, collectively, the non-binding letter of intent dated December 23, 2022 made by the Investor to the Corporation and McEwen Mining and the non-binding letter of intent dated November 17, 2022 made by Peugeot Citroën Argentina S.A. and FCA Automobiles Argentina S.A. to McEwen Mining;

“Liquidity Event” has the meaning ascribed thereto in the Shareholder Agreement;

“Los Azules Project” means a project to exploit all or part of ACM’s mineral properties, claims or other mineral rights in the vicinity of the properties listed in, or the area set out in the map in, Schedule A hereto, which may include a project described in the technical report entitled “SEC S-K 229.1304 Initial Assessment Individual Disclosure for the Los Azules Project, Argentina” with an effective reporting date of September 1, 2017 prepared by Mining Plus, or any update thereto or any superseding technical report, or, in any event, any mining and mineral processing operation resulting from such a project;

“McEwen Mining” has the meaning ascribed thereto in the preamble;

“McEwen Parties” means, collectively, McEwen Mining, Minera Andes, the Corporation and Robert R. McEwen;

“Minera Andes” has the meaning ascribed thereto in the preamble;

“NI 45-106” means National Instrument 45-106 – Prospectus Exemptions;

“Ownership Percentage” means, at any time, a shareholder’s percentage ownership interest in the equity capital of the Corporation on a non-diluted basis, which shall be calculated by dividing (y) the number of Common Shares issued and outstanding beneficially owned and controlled, directly or indirectly, by the shareholder and its affiliates, by (z) the total number of Common Shares issued and outstanding at such time;

“Party” or “Parties” means one or more of the parties to this Agreement;

“Person” includes a natural person, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated organization, an association, a union, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning;

“Robert R. McEwen” has the meaning ascribed thereto in the preamble;

“Scope 1 Emissions” means, in respect of a Person, direct greenhouse gas emissions that occur from sources that are controlled, owned or operated by such Person;

4 - “Scope 2 Emissions” means, in respect of a Person, indirect greenhouse gas emissions associated with the purchase of electricity, steam, heat or cooling by such Person;

“Shareholder Agreement” means the unanimous shareholder agreement of the Corporation dated August 20, 2021 as the same may be amended from time to time;

“Subscription” has the meaning ascribed thereto in the preamble;

“subsidiary” has the meaning given to it in NI 45-106;

“Term Sheets” has the meaning ascribed thereto in Section 3.01(2); and

“Transaction Documents” has the meaning ascribed thereto in the Subscription Agreement to which the form of this Agreement is attached.

1.02	Gender, Number and Derivatives

Any reference in this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa, as the context requires. If a term is defined herein, a capitalized derivative of such term shall have a corresponding meaning unless the context otherwise requires.

1.03	Headings, etc.

The provision of a table of contents, the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not and do not affect the interpretation of this Agreement.

1.04	Currency

All references in this Agreement to dollars or to “$” are expressed in U.S. currency unless otherwise specifically indicated.

1.05	Rules of Construction

The Parties to this Agreement waive the application of any law or rules of construction providing that ambiguities in any agreement or other document shall be construed against the Party drafting such agreement or other document. In construing this Agreement, the rule known as the ejusdem generis rule shall not apply nor shall any similar rule or approach apply to the construction of this Agreement and, accordingly, general words introduced or followed by the word “other” or “including” or “in particular” shall not be given a restrictive meaning because they are followed or preceded (as the case may be) by particular examples intended to fall within the meaning of the general words.

1.06	Certain Phrases, etc.

In this Agreement, (i) the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”, and (ii) the words “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”. The expressions “Article” or “Section” or “Schedule” or other subdivisions followed by a number mean and refer to the specified Article, Section, Schedule or other subdivision of the Agreement and the expressions “hereof”, “herein”, “hereinafter”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this

5 - Agreement. All references to specific Articles, Sections, or other subdivisions of this Agreement followed by a number are references to the whole of the Article, Section or other subdivision of this Agreement, as applicable, bearing that number, including all subsidiary provisions containing that same number as a prefix.

1.07	Parties and Persons

References in this Agreement to any Party or other Person shall include, where the context permits, references to the estate of that Party or Person or that Party or Person’s respective successors resulting from any amalgamation, merger, arrangement or other reorganization of such Party or other Person.

1.08	Statutory and Contractual References

Except as otherwise provided in this Agreement:

(1)any reference in this Agreement to a statute shall include and shall be deemed to be a reference to, such statute and to the regulations, policies and rules made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute, regulation, policy or rule that may be passed that has the effect of supplementing or superseding the statute so referred to or the regulations, policies or rules made pursuant thereto; and

(2)any reference in this Agreement to an agreement refers to such agreement as amended, restated, supplemented or replaced from time to time.

1.09	Business Days

Any reference to a number of days shall refer to calendar days unless Business Days are specified.

1.10	Time of Day and Date

Any references to time of day or date means the local time or date in Toronto, Ontario, Canada unless otherwise specified.

1.11	Time Periods

Unless otherwise specified, time periods within or following which any act is to be done shall be calculated by excluding the day on which the action is taken and including the day on which the period ends and by extending the period to the Business Day immediately following if the last day of the period is not a Business Day.

1.12	Time By Which Obligations Must Be Performed

Where this Agreement states that an obligation shall be performed “no later than” or “within” or “by” a prescribed number of days before a stipulated date or event or “by” a date which is a prescribed number of days before a stipulated date or event, the latest performance shall be 5:00 p.m. on the last day for performance of the obligation concerned, or if that day is not a Business Day, 5:00 p.m. Eastern time on the next Business Day. Where this Agreement states that an obligation shall be performed “on” a stipulated date, the latest time for performance shall be 5:00 p.m. Eastern time on that day, or, if that day is not a Business Day, 5:00 p.m. Eastern Time on the next Business Day.

1.13	Conflicts

If there is any conflict or inconsistency between a provision of the body of this Agreement and that of any document delivered pursuant to this Agreement, the provision of the body of this Agreement shall prevail.

ARTICLE 2

BOARD NOMINATION RIGHT

2.01	Board Member

(1)The Investor shall have the right (but not the obligation), exercisable at the sole discretion of the Investor by delivery of notice in writing to the Corporation given in accordance with Section 8.06, to designate one (1) nominee (the “Board Designee”) with the same rights and entitlements as any other Board member of the Corporation for election or appointment to the Board from time to time and the Corporation will promptly recommend for election and, each of the McEwen Parties shall take all reasonable actions necessary to cause the Board Designee to be appointed to the Board.

(2)Provided that the Investor gives notice of intent to appoint the initial Board Designee, each of the McEwen Parties shall take all reasonable actions necessary, including procuring the prompt convening of a shareholders meeting, if necessary, to effect the appointment of such Board Designee to the Board as soon as reasonably practicable following the delivery of such notice, and in any event within thirty (30) days following receipt of such notice.

(3)Prior to a Liquidity Event, the Investor must advise the Corporation of the identity of the Board Designee at least thirty (30) days prior to any meeting at which directors of the Corporation are to be elected, or within ten (10) days of being notified of the record date of any meeting if the record date is within forty-five (45) days of such meeting, failing which the incumbent Board Designee shall be nominated for re-election.

(4)If the Investor’s Ownership Percentage falls below 7.5%, then the Investor shall cause its Board Designee then elected or appointed to the Board to resign and such Investor will have no further entitlement hereunder to require the Corporation to nominate individuals for election or appointment to the Board. If within one year of the Investor’s Ownership Percentage falling below 7.5%, the Investor’s Ownership Percentage again becomes 7.5% or greater, the Investor’s rights under this Section 2.02 shall be reinstated.

(5)Following a Liquidity Event, upon receipt of a notice pursuant to Section 2.01(1), the Corporation shall include the Board Designee on any proxy for a meeting of shareholders at which directors are to be elected and recommend that Board Designee for election to the Board, and each of the McEwen Parties shall take all reasonable actions necessary to cause the Board Designee to be elected to the Board, including voting their respective Common Shares in favour of such Board Designee.

(6)If a Board Designee ceases to be a director of the Corporation for any reason, the Investor may nominate another Board Designee to fill the vacancy thereby created, and as promptly as practicable following that nomination (and in any event within ten Business Days following receipt of such nomination), such Board Designee shall be appointed to the Board pursuant to the power of the Board to appoint additional directors between shareholders meetings or to fill a vacancy on the Board.

2.02	D&O Insurance and Indemnities

(1)The Board Designee shall be entitled to the benefit of any directors’ liability insurance or indemnities to which the other directors of the Corporation are entitled or have the benefit thereof, including any blanket policy held by McEwen Mining and which would cover the Corporation’s Board members.

(2)To the fullest extent permitted by law, the Corporation shall indemnify the Board Designee (and any former Board Designee) (an “Indemnitee”), and that Indemnitee’s heirs, administrators, executors, legal representatives, successors and assigns, against all costs, charges, fees and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the Indemnitee in respect of any civil, criminal, administrative investigative or other claim, lawsuit or proceeding to which the Indemnitee is involved because of that association with the Corporation, if:

(a)	the Indemnitee acted honestly and in good faith with a view to the best interests of the Corporation; and
(b)	in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee had reasonable grounds for believing that his or her conduct in respect of which the proceeding was brought was lawful.
---	---

(3)The Corporation shall advance monies to an Indemnitee for the costs, charges and expenses of a proceeding referred to in Section 2.02(2) provided that the Indemnitee shall repay the monies if the Indemnitee does not fulfill the conditions of Sections 2.02(2)(a) and 2.02(2)(b).

(4)The Corporation shall forthwith pass all resolutions and take all other steps as may be required to give full effect to this Section.

(5)The Board Designee shall not be entitled to any compensation from the Corporation.

ARTICLE 3

FUNDING RIGHT

3.01	Funding Right

(1)Subject to Section 8.04, prior to ACM engaging any unaffiliated third party for the purpose of obtaining funds in the form of Argentine Pesos, in an aggregate amount of Argentine Pesos equal to or greater than $2,500,000 United States Dollars, converted by applying the Exchange Rate, whether by way of capital contribution, equity investment, credit facility, loan or other similar arrangement customary in Argentina, the Corporation shall provide, and the Corporation shall procure that ACM provides, to the Investor a written notice (the “Funding Notice”) of the same, including the total amount of Argentine Pesos proposed to be so funded (such amount, the “Funding Amount”).

(2)Upon receipt of the Funding Notice, the Investor shall have the right, but not the obligation, to procure term sheets or offer letters or letters of intent or similar written expressions of commercial terms from three banks or broker-dealers, or any combination thereof, in each case that are recognized in Argentina, that set out the terms and conditions on which each bank or broker-dealer proposes to provide to ACM the Funding Amount, including any applicable service, commission or related fees of such bank or broker-dealer (“Term Sheets”), and deliver the Term Sheets to the Corporation within fifteen (15) Business Days following receipt of the Funding Notice. Provided that the Investor has delivered such Term Sheets to the Corporation within such fifteen (15) Business Day period,

8 - the Investor shall have the right, but not the obligation, to offer to fund all or part of the Funding Amount on substantially the same commercial terms as the Term Sheet that is the most favourable to the Corporation, by giving written notice (the “Argentine Funding Offer Notice”), which sets out such terms, to the Corporation and ACM within five (5) Business Days after delivery of the Term Sheets.

(3)If the Investor delivers the Argentine Funding Offer Notice within the five (5) Business Day period described in Section 3.01(2), then: (a) the McEwen Parties shall take all actions reasonably necessary to promptly procure that all legally required shareholder approvals are obtained for such transaction, including as required by the Shareholder Agreement, and (b) provided that such shareholder approvals are obtained, the McEwen Parties shall procure that ACM completes a transaction with the Investor based on the terms in the Argentine Funding Offer Notice.

(4)If:

(a)	ACM and the Investor fail to complete a transaction within 30 days following the shareholder approval; or
(b)	any required shareholder approval is not obtained, including in accordance with the Shareholder Agreement, within 30 days following the delivery of the Argentine Funding Offer Notice, provided that the McEwen Parties took all actions reasonably necessary to obtain such approval; or
---	---
(c)	the Argentine Funding Offer Notice relates to an amount lower than the Funding Amount and the relevant transaction is completed between ACM and the Investor in such amount,
---	---

then the McEwen Parties may proceed, within the following 120-day period, to cause ACM to complete a transaction, or series of transactions, to obtain funding (or in the case of the preceding paragraph (c), complete the obtainment of funding for) all or any portion of the unfunded Funding Amount, provided that the commercial terms of such transaction, or such series of transactions, are at least as favourable to ACM as those terms set out in the Argentine Funding Offer Notice. If ACM does not complete such transaction(s) during such 120-day period, then the Investor’s rights under this Article 3 shall again take effect.

(5) If the Investor does not deliver the Term Sheets within the fifteen (15) Business Day period described in Section 3.01(2), or does not deliver the Argentine Funding Offer Notice within the five (5) Business Day period described in Section 3.01(2) or provides notice to the Corporation within either of such periods that it does not intend to deliver the Term Sheets or the Argentine Funding Offer Notice, as the case may be, then the McEwen Parties may proceed, within the following 120-day period, to cause ACM to complete a transaction, or series of transactions, to obtain funding in an amount of Argentine Pesos up to the Funding Amount, plus 10%. If ACM does not complete such transaction(s) during such 120-day period, then the Investor’s rights under this Article 3 shall again take effect.

(6)If the Investor’s Ownership Percentage falls below 7.5%, then this Article 3 shall not apply. If within one year of the Investor’s Ownership Percentage falling below 7.5%, the Investor’s Ownership Percentage again becomes 7.5% or greater, the Investor’s rights under this Article 3 shall be reinstated.

(7)Furthermore, this Article 3 shall cease to apply after the earlier of the start of commercial production from the Los Azules Project and January 1^st^, 2030, unless extended by mutual agreement in writing of the Investor and the McEwen Parties.

9 - (8)Notwithstanding the preceding Sections 3.01(1) through 3.01(7), the McEwen Parties may grant to Nuton LLC rights identical to the rights granted to the Investor under this Article 3, in which case the terms and conditions set forth in Schedule B hereto shall apply.

ARTICLE 4

CARBON-NEUTRAL COMMITMENT

4.01	Carbon Neutral Commitment

(1)The McEwen Parties shall take all actions reasonably necessary, and shall procure that ACM takes all actions reasonably necessary, to prepare a plan, by no later than the earlier of January 1, 2030 and the start of commercial operations of the Los Azules Project, for ACM to become Carbon-Neutral by January 1, 2038. Following the preparation of such plan, the McEwen Parties shall take all actions reasonably necessary, and shall procure that ACM takes all actions reasonably necessary, to implement such plan, provided that such plan may be adjusted from time to time in accordance with the development or operation of the Los Azules Project.

(2)The McEwen Parties shall procure that, in respect of each calendar year, ACM delivers to the Investor, no later than 90 days following end of such calendar year, an annual report setting forth the net greenhouse gas emissions from operations of the Los Azules Project in respect of Scope 1 Emissions and Scope 2 Emissions, including the application of carbon offsets to the emissions calculation, describing in reasonable detail the current and future plans of ACM to reduce greenhouse gas emissions of the Los Azules Project, the plans implemented by ACM in such calendar year, and any proposed investments or investments made in such calendar year for the purpose of directly or indirectly decreasing net greenhouse gas emissions of the Los Azules Project, and such other related information reasonably requested by Investor.

(3)If the Investor’s Ownership Percentage falls below 7.5%, then this Article 4 shall not apply. If within one year of the Investor’s Ownership Percentage falling below 7.5%, the Investor’s Ownership Percentage again becomes 7.5% or greater, the Investor’s rights under this Article 4 shall be reinstated.

ARTICLE 5

PARTICIPATION RIGHT FOLLOWING INITIAL PUBLIC OFFERING

5.01	Participation Right Following Initial Public Offering

(1)In the event that the Corporation completes an initial public offering that results in the Common Shares or other securities in the capital of the Corporation becoming listed on a recognized stock exchange in Canada, the United States, the United Kingdom, Australia or the European Union (an “Initial Public Offering”) and, after such Initial Public Offering, the Corporation proposes to issue or sell any such securities, whether or not qualified by a prospectus pursuant to the Securities Act (Ontario), as amended, or equivalent Canadian legislation, or registered pursuant to the United States Securities Act of 1933, as amended, the Corporation shall:

(a)	provide the Investor written notice of such proposed sale or issuance as promptly as is reasonably practical in light of the timing and nature of the transaction; and
(b)	allow, or in the case of a transaction in which the Corporation has engaged one or more underwriter(s) or agent(s), use commercially reasonable efforts to cause such underwriter(s) or agent(s) to allow, the Investor to participate in such proposed sale or
---	---

10 - issuance in an amount that allows the Investor, after the completion of such transaction, to maintain the Investor’s Ownership Percentage immediately prior to the completion of such transaction, on the same terms, conditions and price to be provided to other investors in the proposed sale or issuance of securities, subject to the Investor’s compliance with any timing, indication, eligibility and documentation requirements imposed by any underwriter on similarly situated participants in the transaction.

(2)If the Investor’s Ownership Percentage falls below 7.5%, then this Article 5 shall not apply. If within one year of the Investor’s Ownership Percentage falling below 7.5%, the Investor’s Ownership Percentage again becomes 7.5% or greater, the Investor’s rights under this Article 5 shall be reinstated.

ARTICLE 6

DISPUTE RESOLUTION

6.01	Disputes

(1)Mandatory Informal Resolution Meeting. If a dispute arises between or among the Parties in respect of any matter in relation to this Agreement, it shall be referred to authorized individuals of the relevant Parties to resolve by written notice of any one party. The authorized individuals shall endeavor to meet in person to discuss resolution of the dispute or, at a minimum, by videoconference if an in-person meeting is not practicable.

(2)Further Actions for Resolving Disputes Involving Confidential Information. Should the Parties be unable to resolve a dispute that involves or relates to Confidential Information within twenty (20) days from the date of such written notice, the dispute shall be referred to binding confidential arbitration and administered by the ADR Institute of Canada, Inc. under its Arbitration Rules, as amended or supplemented by the provisions of this Article 6 (an “Arbitration”). The service of any notice, process, motion or any other document in connection with an Arbitration or any enforcement of any arbitration award may be made in the same manner that communications may be given under Section 8.06. The Arbitration will be conducted in the English language in the City of Toronto, Ontario, Canada with one arbitrator. Except as required under applicable Law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration related in any manner to Confidential Information without the prior written consent of the parties to the Arbitration, save and except no consent is required for disclosure to professional advisors and tax authorities in connection with or as a result of an Arbitration. The costs of an Arbitration pursuant to this provision shall be borne by the parties equally.

(3)Further Actions for Resolving Other Disputes. Should the Parties be unable to resolve a dispute within twenty (20) days from the date of the written notice of a dispute that does not relate to or involve Confidential Information, then the Parties shall by mutual agreement submit the dispute to a neutral mediator. The Parties may also at their election waive mediation by mutual written agreement and refer the dispute to litigation, which shall be under the exclusive jurisdiction of the courts of the Province of Ontario. The reasonable attorneys’ fees and costs related to any litigation activities shall be recoverable by the prevailing party in the litigation.

If the dispute proceeds to mediation, the authorized individuals shall have seven (7) days from the date of such written notice to each submit by email to the other Party(ies) a written list of no less than three (3), but no more than five (5), acceptable qualified mediators not affiliated with any of the Parties. Within seven (7) days from the date of receipt of such list, the authorized individuals shall rank the mediators in numerical order of preference and exchange such rankings by email with the relevant Party(ies).

11 - If one or more names are on all of the lists, the highest-ranking person shall be designated as the mediator. If no mediator has been selected under this procedure, the Parties agree that they will each select one mediator from the list(s) submitted by the other Party(ies) and those mediators shall select and appoint another mediator to serve as the sole mediator. The mediation session shall be held within thirty (30) days after the appointment of a mediator, subject to the mediator’s availability.

If the Parties accept the mediator’s recommendations or agree on the resolution of the dispute, then the agreement will be signed by and become binding on the Parties. If no agreement is reached, then once seven (7) days has passed since the completion of mediation, any of the Parties to the dispute may refer the dispute to litigation. The Parties agree to attorn to the exclusive jurisdiction of the Courts of the Province of Ontario in the case of litigation in accordance with this provision. The costs of mediation pursuant to this provision shall be borne by the parties equally, however, reasonable attorneys’ fees and costs related to any litigation activities post-mediation shall be recoverable by the prevailing party in the litigation.

6.02	Injunctive Relief

Any arbitrator appointed pursuant to Section 6.01 shall have the power to grant any legal or equitable remedy or relief available under the applicable law, including injunctive relief (whether interim and/or final) and specific performance and any measures ordered by the arbitrators may be specifically enforced by any court of competent jurisdiction. The Parties agree that any Party may have recourse to the Courts of the Province of Ontario to seek interim or provisional measures, including injunctive relief and pre-arbitral attachments or injunctions and any such request shall not be deemed incompatible with the agreement to arbitrate under this Agreement or a waiver of such right to arbitrate.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES

7.01	Representations and Warranties of the Corporation

The Corporation represents and warrants to the Investor as follows and acknowledges and agrees that the Investor is relying on such representations and warranties to enter into this Agreement:

(1)the Corporation is duly incorporated, validly existing and in good standing under the laws of the Province of Alberta and has all requisite corporate power and authority to execute and deliver this Agreement;

(2)this Agreement has been duly executed and delivered by the Corporation; and

(3)this Agreement constitutes the valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), in each case now or hereafter in effect.

12 -

7.02	Representations and Warranties of McEwen Mining

McEwen Mining represents and warrants to the Investor as follows and acknowledges and agrees that the Investor is relying on such representations and warranties to enter into this Agreement:

(1)McEwen Mining is duly incorporated, validly existing and in good standing under the laws of the State of Colorado and has all requisite corporate power and authority to execute and deliver this Agreement;

(2)this Agreement has been duly executed and delivered by McEwen Mining; and

(3)this Agreement constitutes the valid and binding agreement of McEwen Mining, enforceable against McEwen Mining in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), in each case now or hereafter in effect.

7.03	Representations and Warranties of Minera Andes

Minera Andes represents and warrants to the Investor as follows and acknowledges and agrees that the Investor is relying on such representations and warranties to enter into this Agreement:

(1)Minera Andes is duly incorporated, validly existing and in good standing under the laws of the Province of Alberta and has all requisite corporate power and authority to execute and deliver this Agreement;

(2)this Agreement has been duly executed and delivered by Minera Andes; and

(3)this Agreement constitutes the valid and binding agreement of Minera Andes, enforceable against Minera Andes in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), in each case now or hereafter in effect.

7.04	Representations and Warranties of Robert R. McEwen

Robert R. McEwen represents and warrants to the Investor as follows and acknowledges and agrees that the Investor is relying on such representations and warranties to enter into this Agreement:

(1)this Agreement has been duly executed and delivered by Robert R. McEwen; and

(2)this Agreement constitutes the valid and binding agreement of Robert R. McEwen, enforceable against Robert R. McEwen in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, and similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), in each case now or hereafter in effect.

13 -

7.05	Representations and Warranties of the Investor

The Investor represents and warrants to the Corporation as follows and acknowledges and agrees that the Corporation is relying on such representations and warranties to enter into this Agreement:

(1)the Investor is validly existing and in good standing under the laws of the Argentina and has all requisite corporate power and authority to execute and deliver this Agreement;

(2)this Agreement has been duly executed and delivered by the Investor; and

(3)this Agreement constitutes the valid and binding agreement of the Investor, enforceable against the Investor in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), in each case now or hereafter in effect.

ARTICLE 8

MISCELLANEOUS

8.01	Information Rights

Provided that the Investor’s Ownership Percentage is 7.5% or greater, the Corporation shall provide to the Investor information and access rights in respect of the Los Azules Project equivalent to the information and access rights provided by the Corporation to Nuton LLC.

8.02	Authority; Effect

Each Party hereto represents and warrants to and agrees with each other Party that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such Party and do not violate any agreement or other instrument applicable to such Party or by which its assets are bound. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the Parties hereto, or to constitute any of such Parties members of a joint venture or other association.

8.03	Rule Against Perpetuities

The Parties do not intend that there will be any violation of the Rule Against Perpetuities, the Rule Against Unreasonable Restraints on the Alienation of Property, or any similar rule. Accordingly, if any right or option to acquire any interest in any real property exists under this Agreement, such right or option must be exercised, if at all, so as to vest such interest within time periods permitted by applicable rules. If, however, any such violation should inadvertently occur, the Parties hereby agree that a court may reform that provision in such a way as to approximate most closely the intent of the Parties within the limits permissible under such rules.

8.04	Emergencies

In case of emergency, the Corporation may, and may cause ACM to, take any reasonable actions it deems necessary to protect life, limb or property, to protect the Los Azules Project, including to temporarily disregard its obligations under Article 3 or Article 4, but only to the extent, in respect of Article 3, that ACM is required to obtain funds in Argentine Pesos immediately for the purpose of taking such actions or, in respect of Article 4, ACM is required to disregard the Carbon-Neutral plan or the

14 - implementation thereof for the purpose of taking such actions. The Corporation shall, and shall cause ACM to, promptly provide written notice to the Investor of the emergency, the actions taken or to be taken, the reasons therefor, and the expected duration thereof. For greater certainty, this Section 8.04 shall not relieve the McEwen Parties from the performance of, or the compliance with, any of their obligations hereunder except for their obligations under Article 3 and Article 4 and only to the extent described in this Section 8.04.

8.05	Force Majeure

(1)The obligations of the McEwen Parties under Article 4 are suspended to the extent and for the period that performance is prevented or unduly delayed by any cause, whether foreseeable or unforeseeable, beyond its reasonable control, including without limitation, any:

(a)	action or inaction of civil or military authority;
(b)	judicial or governmental action, order, proclamation, request or instruction;
---	---
(c)	interference or opposition by communities or community groups, non-government organizations (NGOs), environmentalists or other activists;
---	---
(d)	war, hostilities (whether or not war has been declared), threat of war, act of public enemy, blockade, revolution, riot, civil unrest, insurrection, public demonstration, civil commotion, invasion or armed conflict; acts of terrorism;
---	---
(e)	sabotage or acts of vandalism, criminal damage or the credible threat of such acts;
---	---
(f)	outbreak or continuance of epidemic, pandemic, famine or plague;
---	---
(g)	inability to obtain, or undue delay in obtaining, any license, permit or other authorization that may be required on reasonable terms and conditions;
---	---
(h)	curtailment or suspension of activities to remedy or avoid an actual or alleged, present or prospective violation of any environmental laws; and
---	---
(i)	natural disasters or other extreme weather or environmental conditions including lightning, earthquake, flooding, wind, storm, fire, landslip, natural disasters and phenomena including meteorites and volcanic eruptions and other acts of God;
---	---

but not including lack of funds.

(2)The McEwen Parties will promptly (and in any event no later than five (5) days) after the force majeure event give written notice to the Investor of the suspension of performance of Article 4, stating therein the nature of the suspension, the reasons therefor, and the expected duration thereof. The McEwen Parties will resume, and will take all actions reasonably necessary to cause ACM to resume, performance of the obligations under Article 4 as soon as reasonably possible.

(3)For greater certainty, this Section 8.05 shall not relieve the McEwen Parties from the performance of, or the compliance with, any of their obligations hereunder except for their obligations under Article 4 and only to the extent described in this Section 8.05.

15 -

8.06	Notices

Any notices, requests, demands, designations and other communications required or permitted pursuant to this Agreement shall be effective if in writing and (i) delivered personally, (ii) sent by e-mail, or (iii) sent by overnight courier, in each case, addressed as follows:

(1)If to the Corporation, to:

McEwen Copper Inc. 150 King St, West, Suite 2800 Toronto, ON M5H 1J9

Attention:General Counsel E-mail:notice@mcewenmining.com

(2)If to McEwen Mining or Minera Andes, to:

McEwen Mining Inc. 150 King St, West, Suite 2800 Toronto, ON M5H 1J9

Attention:General Counsel E-mail:notice@mcewenmining.com

(3)If to Robert R. McEwen, to:

McEwen Mining Inc. 150 King St, West, Suite 2800 Toronto, ON M5H 1J9

Attention:Robert R. McEwen E-mail:notice@mcewenmining.com

(4)If to the Investor, to:

Stellantis Argentina S.A.

Carlos María Della Paolera 265, 22nd floor

C1001ADA, Buenos Aires, Argentina

Attention: Fabiano Augusto and Julian Burgo

Email: fabiano.augusto@stellantis.com; julian.burgo@stellantis.com

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

McCarthy Tétrault LLP

Suite 2400, 745 Thurlow Street

Vancouver, BC

V6E 0C5

Attention: Shawn Doyle

Email: sdoyle@mccarthy.ca

16 - Unless otherwise specified herein, such notices or other communications shall be deemed to have been delivered (i) on the date received, if personally delivered, (ii) on the date received if delivered by e-mail on a Business Day before 5:00 p.m. (Toronto time), or if not delivered on a Business Day or after 5:00 p.m. (Toronto time) on a Business Day, on the first Business Day thereafter and (iii) two (2) Business Days after being sent by overnight courier. Each of the Parties hereto shall be entitled to specify a different address by giving notice as aforesaid to the other Party hereto.

8.07	Termination and Effect of Termination

(1)Unless otherwise terminated by the mutual written agreement of the Parties, this Agreement shall continue in full force and effect and shall only terminate, and, subject to Section 3.01(7), all rights and obligations hereunder shall only cease to apply, upon the date upon which the Investor’s Ownership Percentage has been below 7.5% continually for one year.

(2)Notwithstanding Section 8.07(1), the provisions of Article 6 and Article 8 shall survive any termination. No termination under this Agreement shall relieve any Person of liability for any breach incurred prior to termination.

8.08	Confidentiality

(1)The Parties acknowledge that the Confidentiality Agreement has been terminated as of the date hereof, except that the Parties agree that the following clauses contained in the Confidentiality Agreement shall survive and apply mutatis mutandis as if the Investor was one of the Stellantis Parties and the Corporation was McEwen Mining: Clause 6 (Return or Destruction of Confidential Information), Clause 12 (Mandatory Disclosure), and Clause 18(f) (Enforcement and Remedies).

(2)Any information regarding a Party that:

(a)	has not become generally available to the public;
(b)	was not available to a Party or its representatives on a non-confidential basis before the date of this Agreement; or
---	---
(c)	does not become available to a Party or its representatives on a non-confidential basis from a Person who is not, to the knowledge of the Party or its representatives, otherwise bound by confidentiality obligations to the provider of such information or otherwise prohibited from transmitting the information to the party or its representatives,
---	---

will be kept confidential by each Party and shall constitute confidential information (the “Confidential Information”).

(3)Each Party undertakes that it and its representatives will: (a) keep such Confidential Information strictly confidential; and (b) except with the prior written consent of the disclosing Party, not disclose to any third party any Confidential Information received from the disclosing Party; provided that any such information may be disclosed to those affiliates and representatives of the receiving Party who in each such case have a legitimate and verifiable need to know such information and who agree in writing or by the receiving Party’s written policies or protocols are required to keep such information confidential and to be bound by the terms of this Section 8.08 at least to the same extent as if they were Parties hereto. Notwithstanding any such agreement on the part of each such affiliate or representative, each Party shall ensure that its affiliates or representatives strictly observe the terms of this Section 8.08 and shall be liable for any breach of this Section 8.08 by any of its affiliates or representatives. Each Party

17 - shall fully inform each of its affiliates and representatives to whom Confidential Information is disclosed of all restrictions and requirements contained in this Section 8.08.

(4)No Confidential Information may be released to third parties without the consent of the provider thereof, except that the Parties agree that they will not unreasonably withhold such consent to the extent that such Confidential Information is compelled to be released by legal process or must be released to regulatory bodies and/or included in public documents.

(5)Upon request by the provider of the Confidential Information, the other Party will return to the provider, or destroy (subject only to normal course data back-up or archival processes), all documents, including any copies thereof, comprised in the Confidential Information provided by the provider, and the recipient of the Confidential Information will confirm in writing that all Confidential Information has been returned or destroyed (subject only to normal course data back-up or archival processes), as applicable, provided that one copy of the Confidential Information may be retained within a receiving Party’s legal department for liability defense or insurance purposes only. Notwithstanding any such return or destruction of any Confidential Information, Confidential Information, including, without limitation, any Confidential Information retained by a receiving Party, will continue to be subject to this Agreement. In addition, Confidential Information that has been prepared by either Party from publicly available information or from information not obtained pursuant to this Agreement may be retained by the Party that has prepared such information.

8.09	Public Announcements

No press release, public statement or announcement or other public disclosure with respect to this Agreement or any of the transactions contemplated herein may be made except with the prior written consent and joint approval by the Investor and the Corporation, such consent not being unreasonably withheld or delayed, or if required by Law or a Governmental Entity, and then only to the extent legally required. Where the public disclosure is required by Law or a Governmental Entity, the Party required to make the public disclosure will use its commercially reasonable efforts to obtain the approval of the other Party as to the form, nature and extent of the disclosure. The Investor acknowledges and agrees that once it has approved the form, nature and extent of any disclosure, subsequent approval will not be required for so long as the disclosure is not materially amended.

8.10	Assignment

No Party may assign or transfer this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other Parties, provided that the Investor may, without the consent of the other Parties, assign or transfer this Agreement or any of its rights or obligations under this Agreement to any affiliate of the Investor.

8.11	Remedies

Subject to Article 8, the Parties shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder. Each Party hereto acknowledges that a breach or threatened breach by a Party of any provision of this Agreement may result in the other Party suffering irreparable harm which cannot be calculated or fully or adequately compensated by recovery of damages alone. Accordingly, each Party agrees that the other Party shall be entitled to interim and permanent injunctive relief, specific performance and other equitable remedies, in addition to any other relief to which it or any other party may become entitled, any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief hereby being waived. No delay of or omission in the exercise of any right, power or remedy

18 - accruing to either Party as a result of any breach or default by the other Party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

8.12	Amendments

This Agreement may not be orally amended, modified or, extended. This Agreement may be amended, modified or extended only by an agreement in writing signed by each of the Parties. Each such amendment, modification or, extension shall be binding upon each Party hereto.

8.13	Waiver

Except as expressly provided in this Agreement, no waiver of any provision or of any breach of any provision of this Agreement shall be effective or binding unless made in writing and signed by the Party purporting to give such waiver and, unless otherwise provided in such written waiver, shall be limited to the specific provision or breach waived. No waiver by either Party hereto of any provisions or of any breach of any term, covenant, representation or warranty contained in this Agreement, in one or more instances, shall be deemed to be or construed as a further or continuing waiver of that or any other provision (whether or not similar) or of any breach of that or any other term, covenant, representation or warranty contained in this Agreement.

8.14	No Third-Party Rights

The terms and provisions of this Agreement are intended solely for the benefit of the Parties and their respective successors and permitted assigns, and it is not the intention of the Parties to confer any third-party beneficiary rights other than those conferred in Section and this Agreement does not confer any such rights upon any third party (including any holders of securities of the Corporation) that is not a Party to this Agreement with the exception of those described in Section 2.02 as to Board Designees.

8.15	Time of Essence

Time is of the essence of this Agreement.

8.16	Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario (without giving effect to any conflict of laws principles thereunder) and the federal laws of Canada applicable therein.

8.17	Further Assurances

Each Party shall use reasonable efforts to take all such steps, execute all such documents and do all such acts and things as may be reasonably within its power to implement to their full extent the provisions of this Agreement and to cause the Corporation or the Investor, as the case may be, to act in the manner contemplated by this Agreement.

19 -

8.18	Independent Legal Advice

The Parties acknowledge that they have entered into this Agreement willingly with full knowledge of the obligations imposed by the terms of this Agreement. Further, the Parties acknowledge that they have been afforded the opportunity to obtain independent legal advice and confirm by the execution of this Agreement that they have either done so or waived their right to do so, and agree that this Agreement constitutes a binding legal obligation and that they are estopped from raising any claim on the basis that they have not obtained such advice.

8.19	Entire Agreement

8.20	Successors and Assigns

This Agreement becomes effective only when executed by each of the Parties. After that time, it is binding on and enures to the benefit of the Parties and their respective heirs, administrators, executors, legal representatives, successors and permitted assigns.

8.21	Counterparts

This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by email or other electronic means is as effective as a manually executed counterpart of this Agreement.

8.22	Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect. The Parties shall engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the economic and substantive effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the date and year first above written.


MCEWEN COPPER INC.

Per:	/s/ Robert McEwen
	Name:	Robert McEwen
	Title:	Authorized Signatory


MCEWEN MINING INC.

Per:	/s/ Robert McEwen
	Name:	Robert McEwen
	Title:	CEO


MINERA ANDES INC.

Per:	/s/ Robert McEwen
	Name:	Robert McEwen
	Title:	Authorized Signatory

			/s/ Robert McEwen
			Robert R. McEwen


FCA ARGENTINA S.A.

Per:	/s/ Francisco Bellucci
	Name:	Francisco Bellucci
	Title:	Attorney in Fact


Per:	/s/ German Federico
	Name:	German Federico
	Title:	Attorney in Fact

[Signature Page to Investor Rights Agreement]

SCHEDULE A

LOS AZULES PROJECT

SCHEDULE B

(1)If the McEwen Parties exercise their right under Section 3.01(8) of this Agreement to grant to Nuton LLC rights identical to the rights granted to the Investor under Article 3 of this Agreement, and each of the Investor and Nuton LLC delivers Term Sheets under Section 3.01(2) of this Agreement (in the case of the Investor) or the corresponding provision of a contract among the McEwen Parties and Nuton LLC (in the case of the latter), then the McEwen Parties shall, immediately upon receipt, make each of the Term Sheets received from each of the Investor and Nuton LLC in accordance with Section 3.01(2) of this Agreement and such corresponding contractual provision available to the other of the two of them, and the Investor and Nuton LLC each shall have the right, but not the obligation, to offer, within the period of 15 days described in Section 3.01(2) of this Agreement (in the case of the Investor) or such corresponding provision (in the case of Nuton LLC), to fund all or any part of the Funding Amount on substantially the same commercial terms as the Term Sheet (taking into account all of the Term Sheets procured by either of them) that is the most favourable to the Corporation, by giving an Argentine Funding Offer Notice. If the Investor so wishes and Nuton LLC agrees, the Investor and Nuton LLC may also deliver a joint Argentine Funding Offer Notice, providing for each of them to provide some part of the Funding Amount on substantially such aforesaid most favourable terms, provided that the total offered funding amount under such joint Argentine Funding Offer Notice shall not exceed the Funding Amount. If each of the Investor and Nuton LLC has given a separate Argentine Funding Offer Notice in compliance with Section 3.01(2) of this Agreement (in the case of the Investor) or such corresponding contractual provision (in the case of Nuton LLC), and the total amount of the funding offered by both of them exceeds the Funding Amount, then each such notice shall be deemed, notwithstanding any other provision hereof or of the corresponding contract among the McEwen Parties and Nuton LLC, to be an offer to fund, on such most favourable terms, an amount reduced as necessary (on a pro rata basis, reflecting the respective Ownership Percentges of the Investor and Nuton LLC) such that the total of the two offers equals the Funding Amount, provided that the offer of a shareholder that has offered to fund a percentage of the Funding Amount that is equal to or less than its Ownership Percentage shall not be deemed to be reduced and the required aggregate reduction shall therefore be applied entirely to the other shareholder, and, in any event, Sections 3.01(3) and 3.01(4) of this Agreement (and the corresponding provisions of the contract among the McEwen Parties and Nuton LLC) shall operate in respect of such funding offers as either or both of them have been deemed to have been reduced pursuant hereto.

(2)In any case in which both the Investor and Nuton LLC have delivered (either separately or together) Argentine Funding Offer Notice(s), in accordance with Section (1) of this Schedule B, the McEwen Parties shall procure that ACM shall not complete a transaction pursuant to Section 3.01(3) of this Agreement (or the corresponding provision of the contract among the McEwen Parties and Nuton LLC) with only one of the Investor and Nuton LLC unless the other of them has failed or refused to complete the transaction corresponding to its offer (after applying any deemed reduction thereto pursuant to Section (1) of this Schedule B in a timely manner, taking into account the deadline specified in Section 3.01(4)(a) of this Agreement (and the relevant corresponding provision of the contract among the McEwen Parties and Nuton LLC) notwithstanding such transaction having been timely approved by all corporate action required by either ACM or the McEwen Parties and diligently pursued by ACM and the McEwen Parties, in which case ACM may proceed with a transaction with the non-defaulting shareholder, subject to the following Section (3) of this Schedule B in an amount up to the Funding Amount, and on substantially the same commercial terms as set forth in the most favourable Term Sheet.

(3)If the McEwen Parties exercise their right under Section 3.01(8) of this Agreement to grant to Nuton LLC rights identical to the rights granted to the Investor under Article 3 of this Agreement, Section 3.01(5) of this Agreement (and the corresponding provision of the contract among the McEwen Parties and Nuton LLC) shall only operate if neither the Investor nor Nuton LLC delivers Term Sheets within the fifteen (15) Business Day period described in Section 3.01(2) of this Agreement (or the relevant corresponding contractual provision), or neither of them delivers an Argentine Funding Offer Notice within the five (5) Business Day period described in Section 3.01(2) of this Agreement (or the relevant corresponding contractual provision).

B-2(4)For the avoidance of doubt, if the McEwen Parties exercise their right under Section 3.01(8) of this Agreement to grant to Nuton LLC rights identical to the rights granted to the Investor under Article 3 of this Agreement, such rights shall include provisions replicating Sections (1) through (3) of this Schedule B, mutatis mutandis.

Exhibit 10.18

Binding Term Sheet for Subscription

This Binding Term Sheet (the “Binding Term Sheet”) constitutes a commitment by Nuton LLC (“Nuton”) and McEwen Copper Inc. (the “Company,” and together with Nuton, the “Parties”) to negotiate in good faith and to enter into the applicable definitive agreements. The terms and conditions of the transaction described below are not limited to those set forth herein. Matters that are not covered by the provisions hereof are subject to the approval and mutual agreement of the Parties.

Issuer:	McEwen Copper Inc.<br><br><br><br>The Company, a private Alberta company, 68.1%-owned by McEwen Mining Inc. (MUX: NYSE, TSX) (the “Parent Company”).<br><br><br><br>The Company owns a 100% interest in the development stage Los Azules copper property, located in San Juan, Argentina and a 100% interest in the Elder Creek copper exploration property in Nevada (Elder Creek is subject to an earn-in agreement with Rio Tinto).<br><br><br><br>The Company currently has 25,685,000 common shares outstanding (basic and fully diluted).<br><br><br><br>Significant shareholders, in addition to the Parent Company, are: 15.6% Rob McEwen, 9.7% Nuton LLC (a Rio Tinto Venture), 3.9% Victor Smorgon Group, ~3% Other Investors.

Investor:	Nuton LLC

Placement:	350,000 of the Issuer’s Common Shares to Investor (the “Shares”), resulting in pro forma shareholding (post-current equity financing round) in the Issuer of 9.87%.<br><br><br><br>Notice of the proposed issuance of the Issuer’s Common Shares having been delivered to shareholders on or about January 24, 2023, pursuant to the unanimous shareholder agreement of the Issuer dated August 10, 2021 (the “Shareholder Agreement”), and Nuton having exercised its pre-emptive right by written notice to the Issuer on February 3, 2023 agreeing to purchase the Shares.

Subscription Price:	US$18.75 per common share, being the same price as the current equity financing round by the Issuer for total consideration of US$6,562,500.

Expected Closing:	On or before March 10, 2023

Use of Proceeds:	To advance the Los Azules mining project and for general corporate purposes.

Reps and Warranties:	Customary reps and warranties for a deal of this size and nature

Rio Tinto Confidential / Rio Tinto Confidentiel

Rights and Obligations:	Existing Unanimous Shareholder Agreement

	Existing Nuton Collaboration Agreement

Offering Jurisdictions:	The issuance of the Shares will take place by and/or by way of a non- brokered private sale to qualified investors in all the provinces of Canada, excluding Quebec, to Qualified Institutional Buyers (as such term is defined in the United States Securities Act of 1933) in the United States and otherwise in those jurisdictions where the Offering can lawfully be made without subjecting the Company to registration or continuous disclosure requirements in such jurisdictions. Subscribers must be “accredited investors” (as defined in National Instrument 45-106 - Prospectus Exemptions (“NI 45- 106”).

Hold Period:	The Company is not a reporting issuer in any province or territory of Canada. As such, the Shares will not be transferable under the laws of Canada, except pursuant to applicable statutory exemptions, until the date that is four months and a day after the date the Company becomes a reporting issuer in any province or territory of Canada (subject to any control person distribution restrictions) in accordance with National Instrument 45-102 – Resale of Securities.

Electronic Signatures and Counterparts:	Each party to this Binding Term Sheet may sign the Binding Term Sheet and transmit the signed copy to the other party hereto who agrees to accept it as if such document bore original signatures. This Binding Term Sheet may be executed in counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same instrument.

Binding Agreement:	The Parties acknowledge the binding nature of this Binding Term Sheet and agree to be bound by the obligations set forth herein from the date indicated below.

[The remainder of this page is intentionally left blank]

Rio Tinto Confidential / Rio Tinto Confidentiel

If you agree to the foregoing, please sign and date this Binding Term Sheet in the space provided below to confirm the mutual agreement set forth herein.

NUTON LLC

	/s/ “Adam Burley”
	Adam Burley
	CEO & President

Acknowledged and agreed this 20th day of February 2023.


MCEWEN COPPER INC.

	/s/ “Robert McEwen”
Per:
	Robert McEwen

Rio Tinto Confidential / Rio Tinto Confidentiel

Exhibit 10.19

Binding Term Sheet for Secondary Offering of Shares

This Binding Term Sheet (the “Binding Term Sheet”) constitutes a commitment by Nuton LLC (“Nuton”), McEwen Mining Inc. (the “Parent Company”) and McEwen Copper Inc. (the “Company”) and collectively, the “Parties” to negotiate in good faith and to enter into the applicable definitive agreements to effectuate Nuton’s strategic purchase of equity in the Company from the Parent Company and the grant of additional investor rights to Nuton by the Company (the “Transaction”). The terms and conditions of the Transaction not limited to those set forth herein. Matters that are not covered by the provisions hereof are subject to the approval and mutual agreement of the Parties.

	<br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br>
Issuer:	McEwen Copper Inc., a private Alberta company, 68.1%-owned by McEwen Mining Inc. (MUX: NYSE, TSX).<br><br><br><br>The Company owns a 100% interest in the development stage Los Azules copper property, located in San Juan, Argentina and a 100% interest in the Elder Creek copper exploration property in Nevada (Elder Creek is subject to an earn-in agreement with Rio Tinto).<br><br><br><br>The Company currently has 25,685,000 common shares outstanding (basic and fully diluted).<br><br><br><br>Significant shareholders, in addition to the Parent Company, are: 15.6% Rob McEwen, 9.7% Nuton LLC (a Rio Tinto Venture), 3.9% Victor Smorgon Group, ~3% Other Investors.<br><br><br><br>The significant shareholders and the number of common shares outstanding will change with the closing of the Company’s forthcoming transaction with Stellantis.

Seller:	McEwen Mining Inc.

Investor:	Nuton LLC

Offering:	1,250,000 of the Issuer’s Common Shares valued at US$23,437,500 to Investor (the “Shares”), resulting in pro forma shareholding (post-current equity financing round) in the Issuer of 14.19% for the Investor.

Purchase Price:	US$18.75 per common share, being the same price as the current equity financing round by the Issuer

Expected Closing:	On or before March 10, 2023

Reps and Warranties:	Customary reps and warranties and other terms in Share Purchase Agreement and amendment to the Nuton Collaboration Agreement for a deal of this size and nature (and equal to those provided to Stellantis)

Rio Tinto Confidential / Rio Tinto Confidentiel

Nuton Agreement:

Additional rights to be added in the Nuton Agreement through an amendment, shall include: 1.Pre-emptive Right to Maintain Ownership % Following the IPO i.Customary terms equal to Stellantis (draft provided) ii.Right terminates if Nuton’s ownership % fall below 7.5% 2.Copper Cathodes and/or Concentrates Purchase Right Option i.Structured as an Option on Offtake of copper cathode and/or concentrate at Nuton’s election ii.Equal terms with Stellantis iii.Exercisable in a window between Notice to Proceed and 90 days following declaration of commercial production from Los Azules. iv.Exercise of Option to purchase copper cathode and/or concentrate production up to Nuton’s % of equity ownership in the Issuer at the time of exercise 3.AR$ Financing Option on Par with Stellantis’ as described in the Investor Rights Agreement between the Company and Stellantis 4.Additional Information Rights i.Expanded information rights for Los Azules to include: ·Project information, including timely access to all scientific and technical information, costs, schedules and all other information related to project study and execution ·Access to management (with reasonable prior notice) to discuss business strategy and corporate objectives, along with project/study progress, scope and other relevant matters pertaining to the project.

Rio Tinto Confidential / Rio Tinto Confidentiel

	<br><br>Right terminates if Nuton’s ownership % fall below 7.5%<br><br><br><br>Extension of Exclusivity re Nuton Technologies<br><br><br><br>The 12-month exclusivity described in Section 4.02 of the Nuton Collaboration Agreement dated August 30, 2022, shall be extended to August 10th, 2024, or until 60 days after the delivery of Nuton’s final Stage 1 Viability Testing Program report<br><br><br><br>Drag Along Rights<br><br><br><br>McEwen Mining and Rob McEwen to agree not to, directly or indirectly, trigger drag along rights under Shareholder Agreement.<br><br><br><br>Right terminates if Nuton’s ownership % falls below 7.5%<br><br>
	ii.The Company may decline to respond to any such information requests where the Chair of the Board believes, in his or her sole discretion, acting reasonably and in good faith, that there could be a potential conflict as a matter of applicable corporate law relating to the Investor or any member of the Rio Tinto Group as a result of making such disclosure, and with the Company disclosing the nature of the purported conflict of interest to Nuton at the time it declines an information request<br><br><br><br>iii.Right terminates if Nuton’s ownership % fall below 7.5%<br><br><br><br>5.Extension of Exclusivity re Nuton Technologies<br><br><br><br>a.The 12-month exclusivity described in Section 4.02 of the Nuton Collaboration Agreement dated August 30, 2022, shall be extended to August 10th, 2024, or until 60 days after the delivery of Nuton’s final Stage 1 Viability Testing Program report<br><br><br><br>6.Drag Along Rights<br><br><br><br>i.McEwen Mining and Rob McEwen to agree not to, directly or indirectly, trigger drag along rights under Shareholder Agreement.<br><br><br><br>ii.Right terminates if Nuton’s ownership % falls below 7.5%

Hold Period:	The Company is not a reporting issuer in any province or territory of Canada. As such, the Shares will not be transferable under the laws of Canada, except pursuant to applicable statutory exemptions, until the date that is four months and a day after the date the Company becomes a reporting issuer in any province or territory of Canada (subject to any control person distribution restrictions) in accordance with National Instrument 45-102 – Resale of Securities.

Electronic Signatures and Counterparts:	Each party to this Term Sheet may sign the Term Sheet and transmit the signed copy to the other party hereto who agrees to accept it as if such document bore original signatures. This Term Sheet may be executed in counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same instrument.

Rio Tinto Confidential / Rio Tinto Confidentiel

If you agree to the foregoing, please sign and date this Binding Term Sheet in the space provided below to confirm the mutual agreements set forth herein.

NUTON LLC

	/s/ “Adam Burley”
	Adam Burley
	CEO & President

Acknowledged and agreed this 21st day of February 2023.

MCEWEN COPPER INC.

	/s/ “Robert McEwen”
	Robert McEwen

MCEWEN MINING INC.

	/s/ “Robert McEwen”
	Robert McEwen

Rio Tinto Confidential / Rio Tinto Confidentiel

Exhibit 21

Subsidiaries of the Company

10393444 Canada Inc. (aka McEwen Ontario), an Ontario corporation

11195581 Canada Inc., a Canadian federal corporation

912413 Ontario Inc., an Ontario corporation

Andes Corporacion Minera S.A., an Argentinean corporation

Compania Minera Pangea S.A. de C.V., a Mexican corporation

Gold Bar Enterprises LLC, a Nevada limited liability company

Golden Pick LLC, a Nevada limited liability company

International Copper Mining Inc., a Cayman corporation

Las Yaretas S.A., an Argentinean corporation

Latin America Exploration Inc., a Cayman corporation

Lexam Explorations (USA), Inc., a Colorado corporation

Lexam VG Gold Inc., an Ontario corporation

Los Azules Mining Inc., a Cayman corporation

McEwen Mining - Minera Andes Acquisition ULC, an Alberta corporation

McEwen Mining Alberta ULC, an Alberta corporation

McEwen Mining Nevada Inc., a Delaware corporation

McEwen Copper Inc., an Alberta corporation (formerly International Copper ULC)

Minandes S.A., an Argentinean corporation

Minera Andes Gold Inc., a Cayman corporation

Minera Andes Inc., an Alberta corporation

Minera Andes Mining Inc., a Cayman corporation

Minera Andes S.A., an Argentinean corporation

Minera Andes Santa Cruz Inc., a Cayman corporation

Minera Santa Cruz S.A, an Argentinian corporation

Nevada Pacific Gold (US) Inc., a Nevada corporation

NPGUS LLC, a Nevada limited liability company

Oro de Soltula S.A. de C.V., a Mexican corporation

Pangea Resources, Inc., an Arizona corporation

San Juan Copper Inc., a Cayman corporation

Ticup LLC, a Nevada limited liability company

Tonkin Springs Gold Mining Company, a Colorado corporation

Tonkin Springs LLC, a Delaware limited liability company

Tonkin Springs Venture Limited Partnership, a Nevada limited partnership

U.S. Environmental Corporation, a Colorado corporation

VG Holdings Inc., a New Brunswick corporation

WKGUS LLC, a Nevada limited liability company

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

1.	Registration Statements on Form S-3 (333-234612) of McEwen Mining Inc.,
2.	Registration Statement on Form S-4 (No. 333-226858) of McEwen Mining Inc., and
---	---
3.	Registration Statements on Form S-8 (Nos. 333-144563, 333-144569, 333-112269, 333-179143, 333-179144, 333-204693, and 333-222609) of McEwen Mining Inc.
---	---

of our reports dated March 13, 2023 with respect to the consolidated financial statements of McEwen Mining Inc. and the effectiveness of internal control over financial reporting of McEwen Mining Inc., included in this Annual Report on (Form 10-K) for the year ended December 31, 2022.

__________________

/s/ Ernst & Young LLP

Chartered Professional Accountants, Licensed Public Accountants Toronto, Canada

March 13, 2023

659CA-07-21 SEC Regulatory consent - 20-F and 40-F annual reports (23 August 2021)	1

Exhibit 23.6

201 County Court Blvd., Suite 304, Brampton, ON, L6W 4L2

Ph: 905-595-0575 Fax: 905-595-0578 www.peconsulting.ca

CONSENT OF P&E MINING CONSULTANTS INC.

We hereby consent to the incorporation by reference of any estimates of reserves or mineralized material and other analyses performed by us in our capacity as an independent consultant to McEwen Mining Inc. (“the Company”), which are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and as incorporated by reference in the Company’s Registration Statements on Form S-3 (Nos. 333-224476 and 333-234612), Form S-4 (No. 333- 226858) and Form S-8 (Nos. 333-144563, 333-144569, 333-112269, 333-179143, 333-179144, 333-204693, and 333-222609), and any amendment, prospectuses or supplements thereto, and in any amendment to any of the foregoing. We further consent to the use of our name in the Annual Report on Form 10-K.

Dated: March 13, 2023


/s/ Eugene Puritch
Eugene Puritch, P.Eng., FEC, CET
President
P&E Mining Consultants Inc.

Exhibit 23.3

CONSENT OF MINING PLUS US CORPORATION

We hereby consent to the incorporation by reference of any estimates of reserves or mineralized material and other analyses performed by us in our capacity as an independent consultant to McEwen Mining Inc. (“the Company”), which are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and as incorporated by reference in the Company’s Registration Statements on Form S-3 (Nos. 333-224476 and 333-234612), Form S-4 (No. 333-226858) and Form S-8 (Nos. 333-144563, 333-144569, 333-112269, 333-179143, 333-179144, 333-204693, and 333- 222609), and any amendment, prospectuses or supplements thereto, and in any amendment to any of the foregoing. We further consent to the use of our name in the Annual Report on Form 10-K.

Dated: March 13, 2023


/s/ Peter Lock
Peter Lock, Director
Mining Plus US Corporation

Konica Minolta C284 (Elko Office)-20220228124427

Exhibt 23.5

CONSENT OF QUALIFIED PERSON

Michael C. Baumann

McEwen Mining Nevada Inc.

2215 N. 5th Street

Elko, NV. 89801

775-385-7889

I, Michael C. Baumann Qualified Person with over 45 years of experience in Mining Geology Mineral Evaluation and Resource Estimation and over 25 years of experience in Carlin style mineral resource evaluation. I am a Registered Member of SME 185920RM and Certified Professional Geologist# 10674 AIPG, consent to the public filing of Mineral Resource Statement for the Gold Bar Mine.

I certify that I have read the Resource Statement Filed in the 1OK and S-K 1300 by the Company and that it fairly and accurately represents the information in the sections of the Technical Report for which I am responsible.

Dated: March 13, 2023

/s/ Michael C. Baumann

Signature of Qualified Person

Michael C. Baumann

Print name of Qualified Person

CONSENT OF QUALIFIED PERSON

Michael C. Baumann

McEwen Mining Nevada Inc.

2215 N. 5th Street

Elko, NV. 89801

775-385-7889

I, Michael C. Baumann, Qualified Person with over 45 years of experience in Mining Geology, Mineral Evaluation and Resource Estimation and over 25 years of experience in Carlin style mineral resource evaluation I am a Registered Member of SME 185920RM and Certified Professional Geologist# 10674 AIPG, consent to the public filing of Mineral Resource Statement for the Gold Bar Mine.

I certify that I have read the Resource Statement Filed in the 10K and S-K 1300 by the Company and that it fairly and accurately represents the information in the sections of the Technical Report for which I am responsible.

Dated: March 13, 2023




/s/ Michael C. Baumann
Signature of Qualified Person

Michael C. Baumann

Print name of Qualified Person

CONSENT OF QUALIFIED PERSON

Michael C. Baumann

McEwen Mining Nevada Inc.

2215 N. 5th Street

Elko, NV. 89801

775-385-7889

I, Michael C. Baumann, Qualified Person with over 45 years of experience in Mining Geology, Mineral Evaluation and Resource Estimation and over 25 years of experience in Carlin style mineral resource evaluation. I am a Registered Member of SME 185920RM and Certified Professional Geologist# 10674 AIPG, consent to the public filing of Mineral Resource Statement for the Gold Bar Mine.

Dated: March 13, 2023

/s/ Michael C. Baumann

Signature of Qualified Person

Michael C. Baumann

Print name of Qualified Person

CONSENT OF QUALIFIED PERSON

Michael C. Baumann

McEwen Mining Nevada Inc.

2215 N. 5th Street

Elko, NV. 89801

775-385-7889

I, Michael C. Baumann Qualified Person with over 45 years of experience in Mining Geology, Mineral Evaluation and Resource Estimation and over 25 years of experience in Carlin style mineral resource evaluation. I am a Registered Member of SME 185920RM and Certified Professional Geologist# 10674 AIPG, consent to the public filing of Mineral Resource Statement for the Gold Bar Mine.

Dated: March 13, 2023




/s/ Michael C. Baumann
Signature of Qualified Person

Michael C. Baumann

Print name of Qualified Person

CONSENT OF QUALIFIED PERSON

Regarding the "Gold Bar Project, S-K 1300 Technical Report Summary, Feasibility Study, Eureka County, Nevada", that is current as of December 31, 2021 (the "Technical Report Summary"):

In connection with the filing of the Annual Report of McEwen Mining Inc. for the year ended December 31, 2022 on Form 10-K (the "Form 10-K"), Michael C. Baumann consents to:

●	the use of my name and status as a "Qualified Person" in the Form 10-K

●	any quotation from, or summarization of any of the information that I am responsible for preparing in the Technical Report Summary in the Form 10-K

Signed by:

/s/ Michael C. Baumann

Michael C. Baumann, Registered Member, Society for Mining, Metallurgy and Exploration, #189520 And Member of A.I.P.G. Certified Professional Geologist#10674.

Exhibit 23.7

CONSENT OF QUALIFIED PERSON

Re: McEwen Mining: Fox PEA -Higher Production, Longer Life

I, Eric Sellars, P.Eng., consent to the public filing of the technical report titled NI 43-101 Technical Report on the Preliminary Economic Assessment of the Fox Complex, Ontario Canada with an effective date of 26 January 2022 (the "Technical Report") by McEwen Mining Inc.

I also consent to any extracts from, or a summary of, the Technical Report in the news release titled McEwen Mining: Fox PEA -Higher Production, Longer Life, dated 26 January 2022 (the "News Release").

I certify that I have read the News Release filed by McEwen Mining Inc., and that it fairly and accurately represents the information in the sections of the Technical Report for which I am responsible.

Dated: March 13, 2023

/s/ Eric Sellars, P.Eng.

Eric Sellars, P.Eng.

Letter Template

Exhibit 23.8

CONSENT OF QUALIFIED PERSON

Regarding the “Technical Report Summary on the Initial Assessment of the Fox Complex, Ontario, Canada”, that is current as of December 31, 2021 (the “Technical Report Summary”):

In connection with the filing of the Annual Report of McEwen Mining Inc. for the year ended December 31, 2022 on Form 10-K (the “Form 10-K”), Aleksandr Mitofanov consents to:

●	the use of my name and status as a “Qualified Person” in the Form 10-K
●	any quotation from, or summarization of any of the information that I am responsible for preparing in the Technical Report Summary in the Form 10-K
---	---

Dated: March 13, 2023

Signed by:

/s/ Aleksandr Mitofanov

Aleksandr Mitofanov, P.Geo.

SRK Consulting (Canada) Inc.

Exhibit 23.9

CONSENT OF QUALIFIED PERSON

Regarding the “Technical Report Summary on the Initial Assessment of the Fox Complex, Ontario, Canada”, that is current as of December 31, 2021 (the “Technical Report Summary”):

In connection with the filing of the Annual Report of McEwen Mining Inc. for the year ended December 31, 2022 on Form 10-K (the “Form 10-K”), [Daniel Downton] consents to:

●	the use of my name and status as a “Qualified Person” in the Form 10-K
●	any quotation from, or summarization of any of the information that I am responsible for preparing in the Technical Report Summary in the Form 10-K
---	---

Dated: March 13, 2023

Signed by:


/s/ Daniel Downton
[Daniel Downton, P.Geo.]
[McEwen Mining]

Letter Template

Exhibit 23.10

CONSENT OF QUALIFIED PERSON

Regarding the “Gold Bar Project, S-K 1300 Technical Report Summary, Feasibility Study, Eureka County, Nevada”, that is current as of December 31, 2021 (the “Technical Report Summary”):

In connection with the filing of the Annual Report of McEwen Mining Inc. for the year ended December 31, 2022 on Form 10-K (the “Form 10-K”), W. David Tyler consents to:

●	the use of my name and status as a “Qualified Person” in the Form 10-K
●	any quotation from, or summarization of any of the information that I am responsible for preparing in the Technical Report Summary in the Form 10-K
---	---

Signed by:

/s/ W. David Tyler

W. David Tyler, Registered Member, Society for Mining, Metallurgy and Exploration, #3288830 Gingerquill Consulting, LLC

Exhibit 23.11

CONSENT OF QUALIFIED PERSON

Regarding the "Technical Report Summary on the Initial Assessment of the Fox Complex, Ontario, Canada", that is current as of December 31, 2021 (the "Technical Report Summary"):

In connection with the filing of the Annual Report of McEwen Mining Inc. for the year ended December 31, 2022 on Form 10-K (the "Form 10-K"), Kenneth Tylee, P.Geo. consents to:

●	the use of my name and status as a "Qualified Person" in the Form 10-K
●	any quotation from, or summarization of any of the information that I am responsible for preparing in the Technical Report Summary in the Form 10-K
---	---

Signed by:


/s/ Kenneth Tylee
Kenneth Tylee
P.Geo. (#0695 Ontario)
Exploration Manager (Ontario)
McEwen Mining

Exhibit 23.12

CONSENT OF QUALIFIED PERSON

Regarding the "Gold Bar Project, S-K 1300 Technical Report Summary, Feasibility Study, Eureka County, Nevada", that is current as of December 31, 2021 (the "Technical Report Summary"):

In connection with the filing of the Annual Report of McEwen Mining Inc. for the year ended December 31, 2022 on Form 10-K (the "Form 10-K"), Benjamin Bermudez consents to:

•	the use of my name and status as a "Qualified Person" in the Form 10-K
•	any quotation from, or summarization of any of the information that I am responsible for preparing in the Technical Report Summary in the Form 10-K
---	---

Dated this March 13, 2023

Signed by:

/s/ Benjamin Bermudez

Benjamin Bermudez, PE (Nevada #029152) M3 Engineering & Technology Corporation

Exhibit 23.13

CONSENT OF QUALIFIED PERSON

Regarding the "Gold Bar Project. S-K 1300 Technical Report Summary, Feasibility Study, Eureka County, Nevada", that is current as of December 31, 2021 (the "Technical Report Sum mary"):

In connection with the filing of the Annual Report of McEwen Mining Inc. for the year ended December 31, 2022 on Form 10-K (the "Form 10-K"), Kevin W. Kunkel consents to:

●	the use of my name and status as a "Qualified Person" in the Form 10-K
●	any quotation from, or summarization of any of the information that I am responsible for preparing in the Technical Report Summary in the Form 10-K
---	---

Dated this March 13, 2023

Signed by:

/s/ Kevin W. Kunkel

Kevin W. Kunkel, Certified Professional Geoiogist, American Institute of Professional Geologists (AIPG), #11139

McEwen Mining

Exhibit 23.14

CONSENT OF QUALIFIED PERSON

Regarding the “Gold Bar Project, S-K 1300 Technical Report Summary, Feasibility Study, Eureka County, Nevada”, that is current as of December 31, 2021 (the “Technical Report Summary”):

In connection with the filing of the Annual Report of McEwen Mining Inc. for the year ended December 31, 2022 on Form 10-K (the “Form 10-K”), Joseph S.C. McNaughton consents to:

●	the use of my name and status as a “Qualified Person” in the Form 10-K
●	any quotation from, or summarization of any of the information that I am responsible for preparing in the Technical Report Summary in the Form 10-K
---	---

Dated this March 13, 2023

Signed by:

/s/ Joseph S.C. McNaughton

Joseph McNaughton, registered Professional Engineer (P.E.)

Independent Mining Consultants, Inc.

Exhibit 23.15

CONSENT OF QUALIFIED PERSON

Regarding the “Gold Bar Project, S-K 1300 Technical Report Summary, Feasibility Study, Eureka County, Nevada”, that is current as of December 31, 2021 (the “Technical Report Summary”):

In connection with the filing of the Annual Report of McEwen Mining Inc. for the year ended December 31, 2022 on Form 10-K (the “Form 10-K”), Barry l> Carlson consents to:

●	the use of my name and status as a “Qualified Person” in the Form 10-K
●	any quotation from, or summarization of any of the information that I am responsible for preparing in the Technical Report Summary in the Form 10-K
---	---

Dated this March 13, 2023

Signed by:

/s/ Barry L. Carlson

Barry L. Carlson, RM SME

Forte Dynamics

Exhibit 23.16

CONSENT OF QUALIFIED PERSON

Regarding the "Technical Report Summary on the Initial Assessment of the Fox Complex, Ontario, Canada", that is current as of December 31, 2021 (the "Technical Report Summary"):

In connection with the filing of the Annual Report of McEwen Mining Inc. for the year ended December 31, 2022 on Form 10-K (the "Form 10-K"), [Channa Kumarage] consents to:

●	the use of my name and status as a "Qualified Person" in the Form 10 - K
●	any quotation from, or summarization of any of the information that I am responsible for preparing in the Technical Report Summary in the Form 10- K
---	---

Dated this March 13, 2023

Signed by:

/s/ Channa Kumarage

Channa Kumarage

[McEwen Mining]

Exhibit 23.17

CONSENT OF QUALIFIED PERSON

Regarding the "Technical Report Summary on the Initial Assessment of the Fox Complex, Ontario, Canada", that is current as of December 31, 2021 (the "Technical Report Summary"):

In connection with the filing of the Annual Report of McEwen Mining Inc. for the year ended December 31, 2022 on Form 10-K (the "Form 10- K"), Eric Sellars consents to:

●	the use of my name and status as a "Qualified Person" in the Form 10-K
●	any quotation from, or summarization of any of the information that I am responsible for preparing in the Technical Report Summary in the Form 10-K
---	---

Dated: March 13, 2023

Signed by:


/s/ Eric Sellars
Eric Sellars, P.Eng.
SLR Consulting (Canada) Ltd.

Exhibit 23.18

CONSENT OF QUALIFIED PERSON

Regarding the “Technical Report Summary on the Initial Assessment of the Fox Complex, Ontario, Canada”, that is current as of December 31, 2021 (the “Technical Report Summary”):

In connection with the filing of the Annual Report of McEwen Mining Inc. for the year ended December 31, 2022 on Form 10-K (the “Form 10-K”), William Bagnell consents to:

●	the use of my name and status as a “Qualified Person” in the Form 10-K
●	any quotation from, or summarization of any of the information that I am responsible for preparing in the Technical Report Summary in the Form 10-K
---	---

Dated: March 13, 2023

Signed by:


/s/ William Bagnell,
William Bagnell, P.Eng
Wood Canada Limited

CONSENT OF QUALIFIED PERSON

Regarding the “Technical Report Summary on the Initial Assessment of the Fox Complex, Ontario, Canada”, that is current as of December 31, 2021 (the “Technical Report Summary”):

In connection with the filing of the Annual Report of McEwen Mining Inc. for the year ended December 31, 2022 on Form 10-K (the “Form 10-K”), [Piers Wendlandt] consents to:

●	the use of my name and status as a “Qualified Person” in the Form 10-K
●	any quotation from, or summarization of any of the information that I am responsible for preparing in the Technical Report Summary in the Form 10-K
---	---

Dated: March 13, 2023

Signed by:

/s/ Piers Wendlandt
Piers Wendlandt, PE
Wood PLC

CONSENT OF QUALIFIED PERSON

Regarding the "Technical Report Summary on the Initial Assessment of the Fox Complex, Ontario, Canada", that is current as of December 31, 2021 (the ‘‘Technical Report Summary"):

In connection with the filing of the Annual Report of McEwen Mining Inc. for the year ended December 31, 2022 on Form 10-K (the "Form 10-K"), Lewis Kitchen consents to:

●	the use of my name and status as a "Qualified Person" in the Form 10-K
●	any quotation from, or summarization of any of the information that I am responsible for preparing in the Technical Report Summary in the Form 10-K
---	---

Dated: March 13, 2023

Signed by:


/s/ Lewis Kitchen
Lewis Kitchen, P.Eng
Wood

CONSENT OF QUALIFIED PERSON

Regarding the “Technical Report Summary on the Initial Assessment of the Fox Complex, Ontario, Canada”, that is current as of December 31, 2021 (the “Technical Report Summary”):

In connection with the filing of the Annual Report of McEwen Mining Inc. for the year ended December 31, 2022 on Form 10-K (the “Form 10-K”), Benoit Bissonnette consents to:

●	the use of my name and status as a “Qualified Person” in the Form 10-K
●	any quotation from, or summarization of any of the information that I am responsible for preparing in the Technical Report Summary in the Form 10-K
---	---

Dated: March 13, 2023

Signed by:


/s/ Benoit Bissonnette
Benoit Bissonnette, Peng
Wood

CONSENT OF QUALIFIED PERSON

Regarding the “Technical Report Summary on the Initial Assessment of the Fox Complex, Ontario, Canada”, that is current as of December 31, 2021 (the “Technical Report Summary”):

In connection with the filing of the Annual Report of McEwen Mining Inc. for the year ended December 31, 2022 on Form 10-K (the “Form 10-K”), Benoit Bissonnette consents to:

●the use of my name and status as a “Qualified Person” in the Form 10-K

●any quotation from, or summarization of any of the information that I am responsible for preparing in the Technical Report Summary in the Form 10-K

Dated: March 13, 2023

Signed by:


/s/ Sheila Daniel
Sheila Daniel, P.Geo.<br><br>WSP E&I Canada Ltd.<br><br>

CONSENT OF QUALIFIED PERSON

Regarding the “Technical Report Summary on the Initial Assessment of the Fox Complex, Ontario, Canada”, that is current as of December 31, 2021 (the “Technical Report Summary”):

In connection with the filing of the Annual Report of McEwen Mining Inc. for the year ended December 31, 2022 on Form 10-K (the “Form 10-K”), Benoit Bissonnette consents to:

●the use of my name and status as a “Qualified Person” in the Form 10-K

●any quotation from, or summarization of any of the information that I am responsible for preparing in the Technical Report Summary in the Form 10-K

Dated: March 13, 2023

Signed by:


/s/ Steven Sibbick
Steven Sibbick, P.Geo.<br><br>WSP E&I Canada Ltd.<br><br>

Exhibit 31.1

CERTIFICATE

Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

I, ROBERT R. MCEWEN, certify that:

1.I have reviewed this Annual Report on Form 10-K of McEwen Mining Inc. for the year ended December 31, 2022;

2.Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d.Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: March 13, 2023

	MCEWEN MINING INC.
		<br><br>
	By:	/s/ Robert R. McEwen
		Robert R. McEwen, Chairman of the Board of Directors and Chief Executive Officer

Exhibit 31.2

CERTIFICATE

Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

I, PERRY ING, certify that:

1.I have reviewed this Annual Report on Form 10-K of McEwen Mining Inc. for the year ended December 31, 2022;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: March 13, 2023

	MCEWEN MINING INC.
		<br><br>
	By:	/s/ Perry Ing
		Perry Ing, Interim Chief Financial Officer

Exhibit 32

CERTIFICATION

Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K of McEwen Mining Inc., a Colorado corporation (the “Company”) for the year ended December 31, 2022 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned officers of the Company does hereby certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that to the best of our knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: March 13, 2023

	MCEWEN MINING INC.


	By:	/s/ Robert R. McEwen
		Robert R. McEwen, Chairman of the Board of Directors and Chief Executive Officer



	By:	/s/ Perry Ing
		Perry Ing, Interim Chief Financial Officer

Exhibit 95

Mine Safety Disclosure

The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). The disclosures reflect our U.S. mining operations at the Gold Bar mine only, as the requirements of the Act and Item 104 of Regulation S-K do not apply to our mines operated outside the United States.

Whenever the Federal Mine Safety and Health Administration (“MSHA”) believes a violation of the Mine Act, any health or safety standard or any regulation has occurred, it may issue a citation which describes the alleged violation and fixes a time within which the mining operator must abate the alleged violation. The citation may include a civil penalty or fine.

The table below reflects citations and orders issued to our subsidiary, McEwen Mining Nevada Inc., which may be considered an operator under the Mine Act, by MSHA during the year ended December 31, 2022. The proposed assessments for the year ended December 31, 2022 were taken from the MSHA data retrieval system.

	Mine or Operation ^(1)^
	Gold Bar Mine
	MSHA ID #26-02818
Total # of "Significant and Substantial" Violations Under §104(a)		-
Total # of Orders Issued Under §104(b)		-
Total # of Citations and Orders Issued Under §104(d)		-
Total # of Flagrant Violations Under §110(b)		-
Total # of Imminent Danger Orders Under §107(a)		-
Total Amount of Proposed Assessments from MSHA under the Mine Act	$	-
Total # of Mining-Related Fatalities^(2)^		-
Received Notice of Pattern of Violations under Section 104(e)		No
Received Notice of Potential to have Patterns under Section 104(e)		No
Pending Legal Actions		-
Legal Actions Instituted		-
Legal Actions Resolved		-

_________________________________

(1)MSHA assigns an identification number to each mine or operation and may or may not assign separate identification numbers to related facilities. The definition of “mine” under section 3 of the Mine Act includes the mine, as well as roads, land, structures, facilities, equipment, machines, tools, and minerals preparation facilities used in or resulting from the work of extracting minerals.

Additional information about the Act and MSHA references used in the table are as follows:

◾	Section 104(a) S&S Citations: Citations received from MSHA under section 104(a) of the Mine Act for violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard.
◾	Section 104(b) Orders: Orders issued by MSHA under section 104(b) of the Mine Act, which represents a failure to abate a citation under section 104(a) within the period of time prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated.
---	---
◾	Section 104(d) S&S Citations and Orders: Citations and orders issued by MSHA under section 104(d) of the Mine Act for unwarrantable failure to comply with mandatory, significant and substantial health or safety standards.
---	---
◾	Section 110(b)(2) Violations: Flagrant violations issued by MSHA under section 110(b)(2) of the Mine Act.
---	---
◾	Section 107(a) Orders: Orders issued by MSHA under section 107(a) of the Mine Act for situations in which MSHA determined an “imminent danger” (as defined by MSHA) existed.
---	---