8-K
McEwen Inc. (MUX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): | October 30, 2025 |
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McEWEN INC.
(Exact name of registrant as specified in its charter)
| Colorado | 001-33190 | 84-0796160 |
|---|---|---|
| (State or other jurisdiction <br><br>of incorporation) | (Commission <br><br>File Number) | (IRS Employer<br> Identification No.) |
| 150 King Street West, Suite 2800<br><br><br><br>Toronto ,Ontario , Canada | M5H 1J9 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number including area code: | (866 ) 441-0690 | |
| --- | --- |
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | MUX | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation
FD Disclosure.
On November 3, 2025, McEwen Inc. (the “Company”) issued a press release announcing that it had entered into a Share Exchange Agreement (the “Exchange Agreement”) with Britannia Life Sciences Inc., a Canadian corporation (the “Seller”), and Britannia Mining Solutions Inc., a Canadian corporation (“Britannia Mining”). A copy of the Press Release is furnished with this Current Report on Form 8-K (this “Current Report”) as Exhibit 99.1 and is incorporated herein by reference.
Item. 8.01 Other Events.
On October 30, 2025, the Company entered into the Exchange Agreement. Pursuant to the Exchange Agreement, the Seller has agreed to sell to the Company 648,002 common shares of Britannia Mining (the “Purchased Shares”) in exchange for such number of shares of the Company’s common stock (the “Payment Shares”) as is equal in the aggregate to CAD$11,340,035 divided by the volume-weighted average closing sales price per share of the Company’s common stock, as reported on the New York Stock Exchange, in U.S. dollars for the 20 consecutive trading days immediately prior to closing date, converted to Canadian dollars based on the exchange rate posted by the Bank of Canada on the business day immediately prior to the closing date. The Payment Shares will be issued in reliance upon the exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Rule 506 of Regulation D promulgated under the Securities Act, and Regulation S promulgated under the Securities Act. The Company is relying upon representations, warranties, certifications and agreements of the Seller in support of the satisfaction of the conditions contained in the foregoing exemptions.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished or filed with this report, as applicable:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated November 3, 2025 |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
Cautionary Statement
This Current Report and accompanying press release contain certain forward-looking statements and information, within the meaning of applicable Canadian securities legislation and the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements and information expressed, as of the date of the Current Report, are estimates, forecasts, projections, expectations, or beliefs as to future events and results. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic, and competitive uncertainties, risks, and contingencies, and there can be no assurance that such statements and information will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements and information. Risks and uncertainties that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking statements and information include, but are not limited to, fluctuations in the market price of precious and base metals, mining industry risks, political, economic, social and security risks associated with foreign operations, the ability of the Company to receive or receive in a timely manner permits or other approvals required in connection with operations, the risk that Argentina’s Large Investment Incentive Regime may be curtailed, extinguished or amended, risks associated with the construction of mining operations and commencement of production and the projected costs thereof, risks related to litigation, the state of the capital markets, environmental risks and hazards, uncertainty as to calculation of mineral resources and reserves, foreign exchange volatility, foreign exchange controls, foreign currency risk, the risk that the transaction contemplated by the Exchange Agreement may not be completed on a timely basis, if at all, the risk that conditions to the consummation of the transaction contemplated by the Exchange Agreement may not be satisfied, the risk that the transaction contemplated by the Exchange Agreement may involve unexpected costs, liabilities or delays, the possible occurrence of an event, change or other circumstance that could result in termination of the transaction contemplated by the Exchange Agreement, and other risks. Readers should not place undue reliance on forward-looking statements or information included in this Current Report and the press release, which speak only as of the date hereof. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. See the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and other filings with the Securities and Exchange Commission, under the caption “Risk Factors,” for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information regarding the Company. All forward-looking statements and information made in the press release are qualified by this cautionary statement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| McEWEN INC. | ||
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| Date: November 10, 2025 | By: | /s/ Carmen Diges |
| Carmen Diges, General Counsel |
Exhibit 99.1
McEwen to Acquire 31% Strategic Interest inParagon Geochemical,
Leader of PhotonAssay™ Technology for the Mining Sector
TORONTO, November 3, 2025 – McEwen Inc. (NYSE/TSX: MUX) (“McEwen” or “MUX”) is pleased to announce that it has signed agreements to acquire an approximately 31% equity interest in Britannia Mining Solutions Inc., on a fully diluted basis. Britannia operates under the name Paragon Geochemical Laboratories Inc., a provider of advanced analytical services to the mining industry (collectively referred to as “Paragon”). Paragon is recognized for its deployment of PhotonAssay™, a technology that McEwen believes is poised to become the new industry standard for assaying precious and base metals, with Paragon aiming to be one of the world’s leading service providers.
PhotonAssay™ is a rapid, accurate, and non-destructive method for assaying gold, silver and base metals that is transforming industry standards. It offers significant advantages over traditional fire assay techniques, including faster turnaround times, improved accuracy, and enhanced environmental safety. Paragon is deploying this technology to position itself at the forefront of analytical innovation in the mining sector.
Paragon is an ISO 17025:2017-accredited geochemical laboratory serving mining clients across North America and soon globally. The company is young with aggressive growth plans. It currently operates 3 laboratories, with 8 additional sites to be constructed in key mining regions around the world over the next two years. Paragon is also in the process of becoming publicly traded.
McEwen currently employs PhotonAssay™ in its exploration programs at the Fox Complex in Ontario, Canada, and the Gold Bar Mine Complex in Nevada, USA. The technology enables faster data-driven decisions, optimizes drilling strategies and accelerates exploration timelines.
McEwen will acquire this strategic investment by purchasing 648,002 shares of Paragon from Britannia Life Sciences Inc. and 226,286 shares from Paragon via a private placement, both at a deemed price of CDN$17.50 per Paragon share and payable in shares of McEwen, representing a total investment of CDN$15.3 million.
Upon completion of the transaction, McEwen will become Paragon’s largest shareholder. Ian Ball, Vice-Chairman of McEwen, will join Paragon’s board at the time of listing. In addition, McEwen will have the right to nominate one additional board member.
ABOUT MCEWEN
McEwen shares trade on both the NYSE and TSX under the ticker MUX.
McEwen provides its shareholders with exposure to a growing base of gold and silver production in addition to a very large copper development project, all in the Americas. The gold and silver mines are in prolific mineral-rich regions of the world, the Cortez Trend in Nevada, USA, the Timmins district of Ontario, Canada and the Deseado Massif in Santa Cruz province, Argentina. McEwen is also considering reactivating a gold and silver mine in Mexico.
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The Company has a 46.4% interest in the large, long-life, advanced-stage Los Azules copper development project in San Juan province, Argentina – a region that hosts some of the country’s largest copper deposits. According to the last financing for McEwen Copper, the implied value of McEwen’s ownership interest is US$456 million.
The Los Azules copper project is designed to be one of the world’s first regenerative copper mines, with a commitment to achieving carbon neutrality by 2038. Its Feasibility Study results were announced in the press release dated October 7, 2025.
Chairman and Chief Owner Rob McEwen has invested over US$200 million personally and takes a salary of $1 per year, aligning his interests with shareholders. He is a recipient of the Order of Canada, a member of the Canadian Mining Hall of Fame and a winner of the EY Entrepreneur of the Year (Energy) award. His objective is to build MUX’s profitability, share value and eventually implement a dividend policy, as he did while building Goldcorp Inc.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking statements and information, including "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements and information expressed, as at the date of this news release, McEwen Inc.'s (the "Company") estimates, forecasts, projections, expectations or beliefs as to future events and results. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, risks and contingencies, and there can be no assurance that such statements and information will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements and information. Risks and uncertainties that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking statements and information include, but are not limited to, fluctuations in the market price of precious metals, mining industry risks, political, economic, social and security risks associated with foreign operations, the ability of the Company to receive or receive in a timely manner permits or other approvals required in connection with operations, risks associated with the construction of mining operations and commencement of production and the projected costs thereof, risks related to litigation, the state of the capital markets, environmental risks and hazards, uncertainty as to calculation of mineral resources and reserves, foreign exchange volatility, foreign exchange controls, foreign currency risk, and other risks. Readers should not place undue reliance on forward-looking statements or information included herein, which speak only as of the date hereof. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. See McEwen Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and other filings with the Securities and Exchange Commission, under the caption "Risk Factors", for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information regarding the Company. All forward-looking statements and information made in this news release are qualified by this cautionary statement.
The NYSE and TSX have not reviewed and donot accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by the managementof McEwen.
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| WEB SITE | SOCIAL MEDIA | ||
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| www.mcewenmining.com | McEwen | Facebook: | facebook.com/mceweninc |
| LinkedIn: | linkedin.com/company/mceweninc | ||
| CONTACT INFORMATION | X: | X.com/mceweninc | |
| 150 King Street West | Instagram: | instagram.com/mceweninc | |
| Suite 2800, PO Box 24 | **** | ||
| Toronto, ON, Canada | McEwen Copper | Facebook: | facebook.com/ mcewencopper |
| M5H 1J9 | LinkedIn: | linkedin.com/company/mcewencopper | |
| X: | X.com/mcewencopper | ||
| Relationship with Investors: | Instagram: | instagram.com/mcewencopper | |
| (866)-441-0690<br> - Toll free line | **** | ||
| (647)-258-0395 | Rob McEwen | Facebook: | facebook.com/mcewenrob |
| Mihaela<br> Iancu ext. 320 | LinkedIn: | linkedin.com/in/robert-mcewen-646ab24 | |
| info@mcewenmining.com | X: | X.com/robmcewenmux |
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