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1.
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Names of Reporting Persons.
Robert Ross McEwen
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
(1)
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Canadian Citizen
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
101,266 (2)
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8.
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Shared Voting Power
78,686,089 (1)
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9.
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Sole Dispositive Power
101,266 (2)
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10.
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Shared Dispositive Power
78,686,089 shares (1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
78,787,355 shares (1)(3)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
x
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13.
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Percent of Class Represented by Amount in Row (11)
25.3% (4)
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14.
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Type of Reporting Person (See Instructions)
IN
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(1) As described below, as a result of Mr. McEwens 100% ownership interest in 2190303 Ontario Inc., an Ontario corporation (2190303 Ontario), and Evanachan Limited, an Ontario corporation (Evanachan), and the ownership of shares by Mr. McEwens wife, and Rule 13d-5(b)(1) (Rule 13d-5(b)(1)) and Rule 13d-3(a) (Rule 13d-3(a)) of the Securities Exchange Act of 1934, as amended (the Exchange Act), Mr. McEwen, 2190303 Ontario , Evanchan and Cheryl A. Mason McEwen may be deemed to be a group and Mr. McEwen may be deemed to be the beneficial owner, for purposes of Section 13(d) of the Exchange Act, of all of the common stock, no par value (the Common Stock), of McEwen Mining Inc., a Colorado corporation (the Company), held by those persons.
(2) Excludes 405,740 shares that may be issued upon conversion of 405,740 subscription receipts owned by Evanachan, subject to approval of McEwen Mining shareholders.
(3) Includes (a) 75,791,658 shares of Common Stock held by 2190303 Ontario, (b) 2,541,631 shares owned by Evanachan, and (c) 352,800 owned by Ms. Mason McEwen.
(4) The percentages used herein are calculated based on an aggregate total of 311,871,121 shares of Common Stock issued and outstanding as of April 26, 2017, including (i) 299,589,826 shares of Common Stock that were issued and outstanding as of April 25, 2017, and (ii) 12,281,295 shares of Common Stock issued in connection with the acquisition of Lexam VG Gold Inc. (Lexam) effective April 26, 2017.
1
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1.
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Names of Reporting Persons.
2190303 Ontario Inc.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
(1)
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Canada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
-0- shares
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8.
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Shared Voting Power
75,791,658 shares (5)
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9.
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Sole Dispositive Power
-0- shares
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10.
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Shared Dispositive Power
75,791,658 shares (5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
75,791,658 shares (5)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class Represented by Amount in Row (11)
24.3% (4)
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14.
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Type of Reporting Person (See Instructions)
CO
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(5) Consists of 75,791,658 shares of Common Stock held directly by 2190303 Ontario. Pursuant to Rules 13d-5(b)(1) and 13d-3(a) of the Exchange Act and as a result of Mr. McEwens 100% ownership interest in 2190303 Ontario, Mr. McEwen may be deemed to beneficially own and to have or share voting and dispositive power over such Common Stock. Amount reported on Line 11 excludes 101,266 shares of Common Stock held by Mr. McEwen. 2190303 Ontario expressly disclaims beneficial ownership of such shares.
2
This Amendment No. 10 (Amendment No. 10) to the Schedule 13D filed by Robert Ross McEwen (Mr. McEwen) and 2190303 Ontario Inc., an Ontario corporation (2190303 Ontario, with each of Mr. McEwen and 2190303 Ontario being referred to herein as a Reporting Person, and collectively, the Reporting Persons), with respect to the common stock, no par value (the Common Stock) of McEwen Mining Inc., a Colorado corporation (the Company), pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the Exchange Act) and the joint filing agreement filed as Exhibit 4 to Amendment No. 4 to Schedule 13D filed with the Securities and Exchange Commission (the SEC) on December 12, 2008 (Amendment No. 4) to the original Schedule 13D filed by Mr. McEwen with the SEC on August 8, 2005, as amended by Amendment No. 1 thereto, filed with the SEC on March 6, 2006, as amended by Amendment No. 2 thereto, filed with the SEC on May 11, 2007, as amended by Amendment No. 3 thereto, filed with the SEC on December 12, 2007, as amended by Amendment No. 4 thereto, filed with the SEC on December 12, 2008, as amended by Amendment No. 5 thereto, filed with the SEC on May 27, 2009, as amended by Amendment No. 6 thereto, filed with the SEC on March 3, 2011, as amended by Amendment No. 7 thereto, filed with the SEC on September 22, 2011, as amended by Amendment No. 8 thereto, filed with the SEC on January 26, 2012 and as amended by Amendment No. 9 thereto, filed with the SEC on December 3, 2012 (as amended hereby and thereby, the Amended Schedule 13D) is being filed to reflect Mr. McEwens change in beneficial ownership of Common Stock as a result of the Companys acquisition of Lexam VG Gold Inc., a corporation incorporated under the Ontario Business Corporations Act (Lexam), as is more fully described in Item 3 and Item 4 below.
Item 1.
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Security and Issuer.
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Item 1 is hereby amended to replace Item 1 with the following:
The Amended Schedule 13D relates to the Common Stock of the Company. The name of the Company is McEwen Mining Inc. and the address of the principal executive offices of the Company is 150 King Street West, Suite 2800, Toronto, ON Canada M5H 1J9.
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Item 2.
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Identity and Background.
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Item 2 is hereby amended with the following:
(b) The principal place of business of 2190303 Ontario is 150 King Street West, Suite 2800, Toronto, ON Canada M5H 1J9.
(c) The principal occupation of Mr. McEwen is Chairman and Chief Executive Officer of the Company. Mr. McEwen is also Chairman, Chief Executive Officer and Director of Lexam.
The Companys principal business is the exploration, development, and production of gold and silver. Its mineral properties are located primarily in Mexico, Argentina, the United States and Canada, with a focus on gold, silver and copper mineralized targets. The Company is organized under the laws of the State of Colorado.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby supplemented and amended by the following:
On April 26, 2017 and as more fully described below in Item 4, the Company consummated the transactions contemplated by that certain Arrangement Agreement, dated February 13, 2017 (the Arrangement Agreement), between the Company and Lexam, the terms of which are incorporated herein by reference and pursuant to which Mr. McEwen and certain affiliates, by virtue of their holdings of Lexam shares, became the beneficial holders of additional shares of Common Stock. Mr. McEwen did not borrow any funds in order to acquire the foregoing interests in the Company.
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Item 4.
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Purpose of the Transaction.
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Item 4 is hereby supplemented and amended by the following:
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3