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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 27, 2025 |
|
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 1.01. Entry into a Material Definitive Agreement.
On June 27,
2025, one of the companies in which McEwen Mining Inc. (the “Company”) has a 46.4% equity interest, McEwen Copper Inc. (“McEwen
Copper”), entered into and closed on a loan made pursuant to a Loan Agreement (the “Loan Agreement”) among McEwen
Copper, the lenders from time to time party thereto, and Evanachan Limited, an Ontario corporation and an affiliate of the Company’s
Chairman and Chief Executive Officer and the beneficial owner of more than 5% of the Company’s common stock, Robert McEwen (“Evanachan”),
as administrative agent and lender.
The Loan Agreement established a non-revolving term loan for the benefit
of McEwen Copper in an amount agreed to from time to time between the parties to the Loan Agreement, including any additional lenders
from time to time party to the Loan Agreement, with an initial loan amount of $25 million as of the closing date of the Loan Agreement.
The loan will be used for general working capital and funding feasibility study costs.
The loan
represented by the Loan Agreement bears interest at the rate of 12% per year with interest payments due monthly in arrears. The maturity
date of the loan is June 27, 2026, the date of the first anniversary of the closing date. Pursuant to the Loan Agreement, the
loan can be prepaid in full or in part at any time prior to the maturity date, together with accrued interest thereon to the date of
the prepayment, subject to certain notice requirements, which voluntary prepayments shall permanently reduce the loan and prevent such
amounts from being reborrowed. Upon an event of default and subject to any applicable notice requirements under the Loan Agreement, in
addition to other remedies that may be available to the lenders, the obligations under the Loan Agreement may be accelerated.
The Loan Agreement contains representations and warranties, positive
and negative covenants customary for financings of this type, including, but not limited to, limitations on additional borrowings, additional
investments, changes to capital structure and asset sales. Until the loan is repaid, McEwen Copper is restricted from paying distributions
to its shareholders.
The Loan Agreement is not intended to provide any factual information
about McEwen Copper. The representations, warranties, and covenants contained in the Loan Agreement were made only for purposes of the
Loan Agreement, including the allocation of risk between the parties, and as of specific dates, were solely for the benefit of the parties
to the Loan Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential
disclosures exchanged between the parties in connection with the execution of the Loan Agreement.
Notwithstanding the foregoing, the Company is not a guarantor under
the Loan Agreement, and the payment obligations under the Loan Agreement are the responsibility only of McEwen Copper and not of the Company.
The Loan Agreement is filed as Exhibit 10.1 to this Current Report
on Form 8-K. The preceding summary of the Loan Agreement is qualified in its entirety by reference to the full text of the document.
Investors and other interested parties are encouraged to read the Loan Agreement in its entirety because it contains important information
not summarized above.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information under Item 1.01 above is incorporated into this Item 2.03 by reference, to the extent applicable.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2025, the Company issued under its 2024 Equity and Incentive
Plan (the “2024 Plan”) restricted stock units and shares of restricted common stock to the executive officers of the Company
identified below pursuant to (a) a new form of Restricted Stock Unit Grant Agreement (the “RSU Agreement”) to be used by it
for awards of restricted stock units (“RSUs”) and (b) a new form of Restricted Stock Grant Agreement (the “RSA Agreement”)
to be used by it for awards of restricted common stock (“RSAs”), as applicable, to eligible participants under the 2024 Plan,
unless otherwise determined by the Compensation, Nominating & Corporate Governance Committee of the Board of Directors of the Company
(the “Committee”).
Grants of RSUs that may be made under the 2024 Plan and form of RSU
Agreement will be subject to time-based vesting restrictions. The time-based vesting restriction will be established generally over a
period of specified time (e.g., months or years), such that grants of RSUs will vest in substantially equal tranches on the dates set
forth in the grantee’s award agreement, in each case subject to the participant’s continuous service through the vesting date
(the “RSU Vesting Period”). Notwithstanding the foregoing, if, prior to the expiration of the RSU Vesting Period, the participant’s
continuous service is terminated due to the participant’s death or disability, a percentage of the RSUs that are unvested as of
the date of such termination of the participant’s continuous service equal to (a) the full number of months of the participant’s
continuous service from the grant date to the date of participant’s termination of the continuous service divided by (b) the total
number of months from the grant date to the latest vesting date set forth in such participant’s award agreement will become vested
as of the date of such termination. In addition, in the event of a change in control (as such term is used in the RSU Agreement), the
Committee may provide that the RSU Vesting Period be accelerated and unvested RSUs become vested, in whole or in part, prior to or upon
the effective date of the change in control.
On the date that the RSU Vesting Period restriction is satisfied, either
by vesting or as a result of an acceleration event described above, the holder of RSUs will be entitled to receive one share of common
stock of the Company for each RSU that becomes vested, or, alternatively, in the Committee’s discretion, a lump sum cash payment
equal to the fair market value of such shares of common stock (as determined in accordance with the participant’s award agreement),
to be issued or paid out within 30 days following the date upon which such RSUs become vested units, subject to certain exceptions for
“specified employees” (as such term is used in the participant’s award agreement).
Grants of RSAs that may be made under the 2024 Plan and form of RSA
Agreement will be subject to time-based vesting restrictions. The time-based vesting restriction will be established generally over a
specified period of time (e.g., months or years), such that grants of RSAs will vest in substantially equal tranches on the dates set
forth in the grantee’s award agreement, in each case subject to the participant’s continuous service through the vesting date
(the “RSA Vesting Period”). Notwithstanding the foregoing, if, prior to the expiration of the RSA Vesting Period, the participant’s
continuous service is terminated due to the participant’s death or disability, a percentage of the RSAs that are unvested as of
the date of such termination of the participant’s continuous service equal to (a) the full number of months of the participant’s
continuous service from the grant date to the date of participant’s termination of the continuous service divided by (b) the total
number of months from the grant date to the latest vesting date set forth in such participant’s award agreement will become vested
as of the date of such termination. In addition, in the event of a change in control (as such term is used in the RSA Agreement), the
RSAs may be assumed or substituted with substantially equivalent awards by the acquiring or succeeding corporation in the Committee’s
discretion or, to the extent the RSAs are not assumed, the Committee may provide that (a) the RSA Vesting Period be accelerated and unvested
RSAs become vested, in whole or in part, prior to or upon the effective date of the change in control or (b) the RSAs will be terminated
in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the realization of the
participant’s rights as of the effective date of the change in control (unless the Committee determines in good faith and the Company’s
outside accounting firm confirms that no amount would have been attained upon the realization of the participant’s rights, in which
case the award may be terminated by the Company without payment).
On the date that the RSA Vesting Period restriction is satisfied, either
by vesting or as a result of an acceleration event described above, the Company will instruct its transfer agent to make a book entry
record of such expiration of the RSA Vesting Period with respect to such RSAs and, if applicable, deliver any cash dividends to the participant
and transfer to the participant, in book entry form, any stock dividends credited to the participant’s account with respect to such
RSAs, subject to the terms of the RSA Agreement.
The foregoing description is a summary only of material terms of the
forms of RSU Agreement and RSA Agreement. The RSU Agreement and the RSA Agreement are each filed as Exhibits 10.2 and 10.3, respectively,
to this Current Report on Form 8-K and incorporated herein by reference. Investors and other interested parties are encouraged to read
the form of each of the RSU Agreement and RSA Agreement in its entirety because each contains important information not summarized above.
On June 29, 2025, the Company granted RSUs, which vested or will vest
in three equal installments on each of June 29, 2025, December 20, 2025 and June 29, 2026, to each of the following executive officers:
| Name of Executive Officer | |
Number of RSUs | |
| William Shaver | |
| 35,220 | |
| Perry Ing | |
| 14,220 | |
| Carmen Diges | |
| 10,110 | |
As described above, the settlement and/or payout, if any, to each of
the executive officers under the RSUs will not be made until the expiration of the applicable RSU Vesting Period, subject to the above-discussed
possible acceleration of such vesting periods.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits. The following exhibits
are furnished or filed with this report, as applicable:
| Exhibit No. |
Description |
| 10.1* |
Loan Agreement, by and between McEwen Copper Inc., Evanachan Limited, and lenders from time to time party thereto. |
| 10.2 |
Form of Restricted Stock Unit Grant Agreement |
| 10.3 |
Form of Restricted Stock Grant Agreement |
| 104 |
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
* The schedules to this Exhibit have been omitted in accordance with
Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange
Commission upon its request.
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 3, 2025 |
By: |
/s/ Carmen Diges |
| |
|
Carmen Diges, General Counsel |
