MUX McEwen Mining Inc

Item 1.01     Entry Into a Material Definitive Agreement

On June 21, 2022, McEwen Copper Inc. (“McEwen Copper”), a privately-held Alberta, Canada subsidiary of McEwen Mining Inc. (the “Company”), consummated subscription agreements with a group of investors pursuant to which those investors purchased 1,500,000 shares of McEwen Copper common stock for gross proceeds of $15,000,000 in a private placement (the “Private Placement”). McEwen Copper paid a placement fee of $500,000 in connection with the sale to one investor. The sale of the 1,500,000 shares complements the sale of 4,000,000 shares in August 2021 to Evanachan Limited, an affiliate of the Company’s Chairman and Chief Executive Officer Robert McEwen, for $40,000,000. Following the closing of the recent Private Placement, the Company owns 76% of McEwen Copper. This report is not, and shall be construed as, an offer to sell or the solicitation of an offer to purchase, any shares of McEwen Copper.

The sales of McEwen Copper common shares were made in transactions not registered with the United States (“U.S.”) Securities and Exchange Commission. Specifically, the transactions were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S thereunder and Rule 506 of Regulation D. Each of the investors in the offering in the U.S. was an accredited investor as defined in Regulation D. In each transaction exempt under Regulation S, the offers and sales were made in offshore transactions and no directed selling efforts were made in the U.S. In each case, offering restrictions were imposed.

Each purchaser in the Private Placement entered into a subscription agreement with McEwen Copper. The subscription agreements contain customary representations, warranties and agreements in connection with the transaction.  They are not intended to provide any other factual information about McEwen Copper or the Company. The representations, warranties and covenants contained in the subscription agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties. The forms of subscription agreements executed in connection with the Private Placement are filed with this report as Exhibits 10.1, 10.2 and 10.3 and the description of each agreement is qualified by reference to such Exhibits.

In conjunction with the subscription agreements, each purchaser in the Private Placement entered into a joinder agreement pursuant to which they joined Minera Andes, the majority shareholder of McEwen Copper and subsidiary of the Company, Evanachan Limited, the affiliate of Mr. McEwen, and McEwen Copper in a shareholder agreement (“Unanimous Shareholder Agreement”). In conjunction with the closing of the Private Placement, the Unanimous Shareholder Agreement was amended to eliminate the obligation of McEwen Copper to complete a public offering of its securities and get those securities listed on a recognized securities exchange in Canada or the United States on or before September 30, 2022 or to complete a sale, merger, business combination or similar transaction by which McEwen Copper shareholders receive cash and/or freely tradable securities of another entity (the McEwen Copper initial public offering or other transaction is referred to as a “Liquidity Event”). The amendment to the Unanimous Shareholder Agreement also eliminated the right of Evanachan to receive additional shares of McEwen Copper common stock in the event a Liquidity Event does not occur on or before September 30, 2022. Remaining provisions of the Unanimous Shareholders’ Agreement are substantially unchanged. A copy of the amended Unanimous Shareholder Agreement is filed with this report as Exhibit 10.4 and the summary of such Agreement in this report is qualified by reference to the Exhibit.