UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 3.02 | Unregistered Sale of Equity Securities |
On January 29, 2025, McEwen Mining Inc. (the “Company”) entered into an agreement with Goliath Resources Limited (“Goliath”) (TSX-V: GOT) (OTCQB: GOTRF) (FSE: B4IF), pursuant to which the Company agreed to issue to Goliath 868,056 shares of the Company’s common stock, in exchange for (i) 5,181,347 shares of common stock of Goliath and (ii) 2,590,674 warrants to purchase shares of Goliath common stock at an exercise price of $2.50 CAD, such warrants to be exercisable for twelve months. The date of such issuance has not yet been determined.
The issuance of common stock to Goliath will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the exemption from registration requirements thereof provided by, among other available exemptions, Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.
| Item 7.01 | Regulation FD Disclosure. |
On January 28, 2025, the Company issued a press release summarizing its full year 2024 production results and providing 2025 production and cost guidance. A copy of the press release is furnished with this report as Exhibit 99.1.
The information furnished under this Item 7.01, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibits are furnished or filed with this report, as applicable: |
| Exhibit No. | Description | |
| 99.1 | Press Release, dated January 28, 2025, regarding production results and guidance | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
Cautionary Statement
With the exception of historical matters, the matters discussed in the press release include forward-looking statements within the meaning of applicable securities laws that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained therein. Such forward-looking statements include, among others, statements regarding future production and cost estimates, exploration, development, construction and production activities. Factors that could cause actual results to differ materially from projections or estimates include, among others, future drilling results, metal prices, economic and market conditions, operating costs, receipt of permits, and receipt of working capital, as well as other factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and other filings with the United States Securities and Exchange Commission. Most of these factors are beyond the Company’s ability to predict or control. The Company disclaims any obligation to update any forward-looking statement made in the press release, whether as a result of new information, future events, or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
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 MINING INC. | ||
| Date: February 3, 2025 | By: | /s/ Carmen Diges |
| Carmen Diges, General Counsel | ||