Current Report Filing (8-k)
February 02 2021 - 1:41PM
Edgar (US Regulatory)
0000314203
false
0000314203
2021-01-28
2021-01-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 28, 2021
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 West, Suite 2800
Toronto, Ontario, Canada M5H 1J9
(Address of principal executive offices)
(Zip Code)
Registrants 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))
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 1.01 Entry
into a Material Definitive Agreement.
On January 28, 2021, McEwen Mining Inc.
(the “Company”) entered into an Agency Agreement (the “Agency Agreement”) with Cantor Fitzgerald Canada
Corporation, as representative of the agents listed therein (the “Agents”), relating to a private placement (the “Offering”)
of 12,600,600 shares of the Company’s common stock (the “Common Stock”). The shares of Common Stock sold
in the Offering are considered “flow-through” common shares for purposes of the Income Tax Act (Canada) in that they
provide potential tax benefits to the purchasers if the Company uses the proceeds of the Offering for qualified exploration and
development expenses. The Company received gross proceeds of approximately $16.3 million from the Offering, before deducting discounts
and commissions and other estimated offering expenses payable by the Company.
The Agency Agreement contains customary
representations, warranties and agreements by the Company and indemnification obligations of the Company and the Agents, including
for liabilities arising under the Securities Act of 1933, as amended (the “Act”). The Agency Agreement has been filed
with this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. It is
not intended to provide any other factual information about the Company. The representations, warranties and covenants contained
in the Agency Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of
the parties to the Agency Agreement, and may be subject to limitations agreed upon by the Company and the Agents.
The preceding summary of the Agency Agreement
is qualified in its entirety by reference to the full text of the Agency Agreement, a copy of which is attached as Exhibit 1.1.
Item 3.02 Unregistered Sales of Equity Securities
The Common Stock sold in the Offering was
not registered under the Act in reliance on the exemption provided by Rule 903 of Regulation S promulgated under the Act.
The sale of the Common Stock was made in an offshore transaction, was not offered or sold to a “U.S. Person” within
the meaning of Regulation S and offering restrictions were implemented.
Item 7.01 Regulation FD Disclosure.
On January 29, 2021, the Company
issued a press release announcing the closing of the Offering and a general update to its operations, a copy of which is
attached hereto as Exhibit 99.1.
The information furnished under this Item
7.01, including the exhibit, 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 filed or furnished with this report:
SIGNATURE
Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
|
McEWEN MINING INC.
|
|
|
|
|
|
Date: February 2, 2021
|
By:
|
/s/ Carmen Diges
|
|
|
Carmen Diges, General Counsel
|
McEwen Mining (NYSE:MUX)
Historical Stock Chart
From Mar 2024 to Apr 2024
McEwen Mining (NYSE:MUX)
Historical Stock Chart
From Apr 2023 to Apr 2024