SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
|1.1||Agency Agreement, dated January 28, 2021, between McEwen Mining Inc. and Cantor Fitzgerald Canada Corporation, as representative of the agents listed therein|
|99.1||Press release dated January 29, 2021|
|104||Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101)|
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|