UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 8-K/A
(Amendment No.1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
____________________________
Date of Report (Date of earliest event reported):
October 6, 2017
McEWEN MINING INC.
(Exact name of registrant as specified in its charter)
Colorado
(State or other jurisdiction of incorporation or organization)
|
001-33190
(Commission File
Number)
|
84-0796160
(I.R.S. Employer
Identification No.)
|
150 King Street, Suite 2800
Toronto, Ontario, Canada M5H 1J9
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number including area code:
(866) 441-0690
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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.
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EXPLANATORY NOTE
This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by McEwen Mining Inc. (the “Company”) on October 6, 2017 (the “Initial Form 8-K”) to provide financial information required by Item 9.01 of Form 8-K for the acquisition by the Company of the Black Fox Complex and associated assets and liabilities from Primero Mining Corp. (“Acquired Business”).
Because the Acquired Business was part of a legal entity, and the Company did not acquire the entire entity or all of the assets and liabilities of the entity, the financial information is presented in the form of carve-out financial statements, which represent the activities, assets and liabilities of the Acquired Business on a “carve-out” basis from the consolidated financial statements of Primero Mining Corp. and present the carve-out financial position, operations, and cash flows of the Acquired Business as if the Acquired Business had been accounted for on a stand-alone basis and include the Acquired Business’ share of assets, liabilities, revenues and expenses.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The audited carve-out financial statements of the Acquired Business as of and for the year ended December 31, 2016 and unaudited carve-out financial statements of the Acquired Business as of and for the year ended December 31, 2015, and the accompanying notes thereto and the related Report of Independent Registered Public Accounting Firm, are filed as Exhibit 99.1 to this Form 8-K/A.
The unaudited carve-out condensed financial statements of the Acquired Business as of September 30, 2017 and for the nine months ended September 30, 2017 and 2016, and the accompanying notes thereto, are filed as Exhibit 99.2 to this Form 8-K/A.
(b) Pro forma financial information.
The unaudited pro forma financial information as of and for the nine months ended September 30, 2017, and for the year ended December 31, 2016, and the accompanying notes thereto, after giving effect to the acquisition by the Company's wholly owned subsidiary, McEwen Ontario, of the Acquired Business, are filed as Exhibit 99.3 to this Form 8-K/A.