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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): |
June
29, 2023 |
McEWEN MINING INC.
(Exact name of registrant as specified in
its charter)
Colorado
|
|
001-33190
|
|
84-0796160
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
150 King Street West, Suite 2800
Toronto,
Ontario, Canada
|
M5H 1J9 |
| (Address of principal executive offices) |
(Zip Code) |
| Registrant’s telephone number including area code: |
(866) 441-0690 |
(Former name or former address, if changed since last report)
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2023, pursuant to the terms of
the Amended and Restated Equity Incentive Plan (the “Plan”) of McEwen Mining Inc., a Colorado corporation (the “Company”),
time-based vesting restricted stock awards were granted to each of Perry Ing, Interim Chief Financial Officer, and William Shaver, Interim
Chief Operating Officer, covering 2,556 shares and 3,197 shares of restricted common stock, respectively, with such shares vesting, if
at all, in three substantially equal annual installments on December 31, 2023, December 31, 2024, and December 31, 2025.
In addition, in lieu of paying cash compensation to Messrs. Ing and Shaver for their services provided to the Company from May 1,
2022 to March 31, 2023, additional time-based vesting restricted stock awards were granted to each of them covering 44,097 shares
and 60,333 shares of restricted common stock, respectively, with such shares vesting, if at all, in three substantially equal annual installments
on December 31, 2023, June 30, 2024, and December 31, 2024. The vesting of the restricted stock awards is subject to the
continuous service of the applicable grantee through the vesting dates associated with each award (the period between the date of grant
of the restricted stock and the date on which the shares of restricted common stock vest, the “Restricted Period”). During
the Restricted Period, the applicable grantee may not sell or otherwise transfer the shares of restricted common stock underlying the
restricted stock awards, but the applicable grantee will otherwise be entitled to full ownership of the underlying shares of common stock
subject to vesting, including with respect to voting and dividend rights. In the event that a grantee ceases to provide services to the
Company during the Restricted Period, all of such grantee’s restricted shares that are not then vested will be forfeited immediately
and automatically to the Company as of the date of termination. In the event that a grantee’s service with the Company is terminated
by the Company for cause (as determined by the Company), such grantee will forfeit all shares underlying the grantee’s restricted
stock award, whether or not then vested.
| Item 7.01 | Regulation
FD Disclosure |
On July 6, 2023, the Company issued a press
release announcing the results of the annual meeting of shareholders held on June 29, 2023. A copy of that press release is furnished
with this report as Exhibit 99.1.
| Item 9.01 | Financial
Statements and Exhibits. |
| (d) | Exhibits. The following exhibits are furnished or filed
with this report, as applicable: |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (contained
in Exhibit 101) |
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: July 6, 2023 |
By: |
/s/ Carmen Diges |
| |
|
Carmen Diges, General Counsel |
Exhibit 99.1
McEwen Mining Announces AGM Voting Results
TORONTO, July 6, 2023 - McEwen
Mining Inc. (NYSE: MUX) (TSX: MUX) ("MUX" or the "Company”) announces the results of the MUX Annual Meeting
of Shareholders, held on June 29, 2023. The Shareholders approved, among other things, proposals to amend the Company’s Second
Amended and Restated Articles of Incorporation to increase the number of shares of preferred stock authorized to be issued from 2 to
10,000,000 and to increase the total authorized shares accordingly (the “Increase in Authorized Preferred Capital Amendment”).
Pursuant to that authority, effective
June 30, 2023, the Company filed with the Secretary of State of the State of Colorado Articles of Amendment to the Second Amended
and Restated Articles of Incorporation that served to effect the Increase in Authorized Preferred Capital Amendment.
At the Annual Meeting, 47,427,584
shares were outstanding and entitled to vote at the meeting, 24,913,355 shares were voted, or approximately 52.53% of the outstanding
shares entitled to vote.
AGM Voting Results
At the annual meeting of shareholders
held on June 29, 2023, MUX shareowners voted to:
| • | Elect
as directors: Robert McEwen, Allen Ambrose, Ian Ball, Richard Brissenden, Robin
Dunbar, Dr. Merri Sanchez, and William Shaver. |
| • | Approve
the proposal to amend the articles of incorporation to increase the number of shares of preferred
stock authorized to be issued from 2 to 10,000,000 and increase the total authorized shares
accordingly. |
| • | Ratify
the appointment of Ernst & Young LLP as the Company's independent registered
public accounting firm for the year ending December 31, 2023. |
Detailed voting results are as follows.
Election results for the directors nominated at the meeting
are as follows:
| | |
Shares Voted | |
| Name of Nominee | |
For | | |
Withheld | | |
Broker Non-Votes | |
| Robert
R. McEwen | |
| 16,350,537 | | |
| 272,916 | | |
| 8,289,902 | |
| Allen V. Ambrose | |
| 15,829,053 | | |
| 794,400 | | |
| 8,289,902 | |
| Ian Ball | |
| 16,252,313 | | |
| 371,140 | | |
| 8,289,902 | |
| Richard W. Brissenden | |
| 16,271,277 | | |
| 352,176 | | |
| 8,289,902 | |
| Robin E. Dunbar | |
| 16,130,643 | | |
| 492,810 | | |
| 8,289,902 | |
| Merri Sanchez | |
| 16,090,302 | | |
| 533,151 | | |
| 8,289,902 | |
| William M. Shaver | |
| 16,228,570 | | |
| 394,883 | | |
| 8,289,902 | |
Election results for the proposal for the Increase in Authorized
Preferred Capital Amendment are as follows:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 10,473,353 |
|
6,043,434 |
|
106,666 |
|
8,289,902 |
Election results for the ratification
of the appointment of EY as the independent registered public accounting firm for the year ending December 31, 2023, are as follows:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 24,633,031 |
|
125,598 |
|
154,726 |
|
0 |
CAUTION CONCERNING FORWARD-LOOKING
STATEMENTS
This
news release contains certain forward-looking statements and information, including "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements and information expressed, as at the
date of this news release, McEwen Mining Inc.'s (the "Company") estimates, forecasts, projections, expectations or beliefs
as to future events and results. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions
that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties,
risks and contingencies, and there can be no assurance that such statements and information will prove to be accurate. Therefore, actual
results and future events could differ materially from those anticipated in such statements and information. Risks and uncertainties
that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking
statements and information include, but are not limited to, effects of the COVID-19 pandemic, fluctuations in the market price of precious
metals, mining industry risks, political, economic, social and security risks associated with foreign operations, the ability of the
corporation to receive or receive in a timely manner permits or other approvals required in connection with operations, risks associated
with the construction of mining operations and commencement of production and the projected costs thereof, risks related to litigation,
the state of the capital markets, environmental risks and hazards, uncertainty as to calculation of mineral resources and reserves, and
other risks. Readers should not place undue reliance on forward-looking statements or information included herein, which speak only as
of the date hereof. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of
new information or events after the date hereof except as may be required by law. See McEwen Mining's Annual Report on Form 10-K/A
for the fiscal year ended December 31, 2022, Quarterly Report on Form 10-Q for the three months ended March 31, 2023,
and other filings with the Securities and Exchange Commission, under the caption "Risk Factors", for additional information
on risks, uncertainties and other factors relating to the forward-looking statements and information regarding the Company. All forward-looking
statements and information made in this news release are qualified by this cautionary statement.
The NYSE and TSX have not reviewed
and do not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by the management
of McEwen Mining Inc.
ABOUT MCEWEN MINING
McEwen Mining is a gold and silver
producer with operations in Nevada, Canada, Mexico and Argentina. In addition, it owns approximately 52% of McEwen Copper which owns
the large, advanced stage Los Azules copper project in Argentina. The Company’s goal is to improve the productivity and life of
its assets with the objective of increasing its share price and providing a yield. Rob McEwen, Chairman and Chief Owner, has personal
investment in the company of US$220 million. His annual salary is US$1.
Want News Fast?
Subscribe to our email list by clicking here:
https://www.mcewenmining.com/contact-us/#section=followUs
and receive news as it happens!!
| |
|
|
|
|
|
|
| |
WEB SITE |
|
SOCIAL MEDIA |
|
|
|
| |
www.mcewenmining.com
|
|
McEwen
Mining |
Facebook: |
facebook.com/mcewenmining |
|
| |
|
|
LinkedIn: |
linkedin.com/company/mcewen-mining-inc-
|
|
| |
CONTACT INFORMATION |
|
Twitter: |
twitter.com/mcewenmining |
|
| |
150
King Street West |
|
Instagram:
|
instagram.com/mcewenmining |
|
| |
Suite 2800,
PO Box 24 |
|
|
|
|
|
| |
Toronto,
ON, Canada |
|
McEwen
Copper |
Facebook: |
facebook.com/
mcewencopper |
|
| |
M5H
1J9 |
|
LinkedIn: |
linkedin.com/company/mcewencopper |
|
| |
|
|
Twitter: |
twitter.com/mcewencopper |
|
| |
Relationship
with Investors: |
|
Instagram:
|
instagram.com/mcewencopper |
|
| |
(866)-441-0690
- Toll free line |
|
|
|
|
|
| |
(647)-258-0395
|
|
Rob
McEwen |
Facebook: |
facebook.com/mcewenrob |
|
| |
Mihaela
Iancu ext. 320 |
|
LinkedIn: |
linkedin.com/in/robert-mcewen-646ab24 |
|
| |
info@mcewenmining.com
|
|
Twitter:
|
twitter.com/robmcewenmux
|
|
| |
|
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|
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