SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 3.02 Unregistered Sales of Equity Securities
On December 31, 2020, McEwen Mining Inc. (the “Company”) closed a non-brokered private placement (the “Offering”) of 7,669,900 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 $9.8 million from the Offering, before deducting offering expenses payable by the Company.
The Common Stock sold in the Offering was not registered under the Securities Act of 1933, as amended (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 December 31, 2020, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached to this report as Exhibit 99.1. Also on December 31, 2020, the Company issued a press release announcing positive results from a feasibility study for its Fenix Project in Mexico. A copy of this press release is attached to this report as Exhibit 99.2.
The information furnished under this Item 7.01, including the exhibits, 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 Act, 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 furnished with this report:|
|99.1||Press release announcing closing of the Offering|
|99.2||Press release summarizing the feasibility study for the Fenix Project|
|104||Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101)|
With the exception of historical matters, the matters discussed in the press releases include forward-looking statements within the meaning of applicable securities laws that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained therein. Such forward-looking statements include, among others, statements regarding anticipated reopening of mines, future exploration, development, construction and production activities. Factors that could cause actual results to differ materially from projections or estimates include, among others, the continuing effects of the COVID-19 pandemic and related governmental responses, metal prices, economic and market conditions, operating costs, receipt of permits, receipt of working capital, and future drilling results, as well as other factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and other filings with the United States Securities and Exchange Commission. Most of these factors are beyond the Company’s ability to predict or control. The Company disclaims any obligation to update any forward-looking statement made in the press release, whether as a result of new information, future events, or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
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: December 31, 2020||By:||/s/ Carmen Diges|
|Carmen Diges, General Counsel|