Exhibit 99.1

McEwen Copper Closes ARS $42 Billion Investment by Stellantis

TORONTO, Oct. 11, 2023 (GLOBE NEWSWIRE) -- McEwen Copper Inc., a subsidiary of McEwen Mining Inc. (NYSE: MUX) (TSX: MUX), is pleased to announce the closing of an additional ARS $42 billion investment by Stellantis, one of the world’s leading automakers and mobility providers with iconic brands including Abarth, Alfa Romeo, Chrysler, Citroën, Dodge, DS Automobiles, Fiat, Jeep®, Lancia, Maserati, Opel, Peugeot, RAM, Vauxhall, Free2Move and Leasys.

Stellantis N.V. (“Stellantis”), which in February 2023 invested ARS $30 billion, has today invested an additional ARS $42 billion in Argentina to acquire shares of McEwen Copper in a private placement of 1,900,000 common shares. The proceeds of the private placement will be used to advance development of the Los Azules copper project in San Juan, Argentina, and for general corporate purposes.

Giving effect to the pending investment by Nuton LLC, also announced today, Stellantis increases its ownership to 19.4% of McEwen Copper and McEwen Mining owns 47.7% on a fully diluted basis. The Transaction values McEwen Copper at approximately US$800 million.

In connection with the Transaction, McEwen Copper and certain of its affiliates amended the Investor Rights Agreement with Stellantis (the "Stellantis IRA”) and the Copper Cathodes and Concentrates Purchase Rights Agreement (the “CCCPRA”), further described below.

The Stellantis IRA was amended to make the Carbon Neutral Commitment by 2038 not contingent on Stellantis maintaining a certain minimum ownership percentage in McEwen Copper. McEwen Copper intends to implement this commitment independent of Stellantis’ involvement in the Los Azules project.

The CCCPRA was amended to provide for a minimum 10,000 tonne per annum copper cathode offtake, subject to certain restrictions and exclusions, and further defined ‘market price’ to be paid by Stellantis on future copper cathode purchases pursuant to the CCCPRA.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About McEwen Copper

McEwen Copper Inc. holds a 100% interest in the Los Azules copper project in San Juan, Argentina and the Elder Creek project in Nevada, USA.

Los Azules was ranked in the top 10 largest undeveloped copper deposits in the world by Mining Intelligence (2022). Its current copper resources are estimated at 10.9 billion pounds at a grade of 0.40% Cu (Indicated category) and an additional 26.7 billion pounds at a grade of 0.31% Cu (Inferred category). A PEA published in June 2023 estimated a $2.7 billion after-tax NPV8% at $3.75/lb Cu and a 27-year mine life.

After closing the Nuton LLC investment, also announced today, McEwen Copper will have 30,937,615 common shares outstanding, and its shareholders are McEwen Mining Inc. 47.7%, Stellantis 19.4%, Nuton 14.5%, Rob McEwen 12.9%, Victor Smorgon Group 3.2%, and other shareholders 2.3%.

About Stellantis

Stellantis N.V. (NYSE: STLA / Euronext Milan: STLAM / Euronext Paris: STLAP) is one of the world’s leading automakers and a mobility provider. Its storied and iconic brands embody the passion of their visionary founders and today’s customers in their innovative products and services, including Abarth, Alfa Romeo, Chrysler, Citroën, Dodge, DS Automobiles, Fiat, Jeep®, Lancia, Maserati, Opel, Peugeot, Ram, Vauxhall, Free2move and Leasys. Powered by our diversity, we lead the way the world moves – aspiring to become the greatest sustainable mobility tech company, not the biggest, while creating added value for all stakeholders as well as the communities in which it operates. For more information, visit www.stellantis.com.

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, 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 for the fiscal year ended December 31, 2022 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 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 47.7% 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. Its Chairman and Chief Owner has personally provided the company with $220 million and takes an annual salary of $1.

Exhibit 99.2

McEwen Copper Announces an Additional US$10 Million Investment by Nuton, a Rio Tinto Venture

TORONTO, Oct. 11, 2023 (GLOBE NEWSWIRE) -- McEwen Copper Inc., a subsidiary of McEwen Mining Inc. (NYSE: MUX) (TSX: MUX), is pleased to announce a binding agreement for an additional $10.0 million investment by Nuton LLC, a Rio Tinto Venture, and existing McEwen Copper shareholder.

Nuton has agreed to invest US$10.0 million to acquire shares of McEwen Copper in a two-part transaction expected to close by October 19th, 2023 (the “Nuton Transaction”) consisting of a private placement of 152,615 McEwen Copper common shares, and the purchase of 232,000 common shares owned by McEwen Mining in a secondary sale. Proceeds of the subscription and purchase are expected to be approximately $4.0 million to McEwen Copper and $6.0 million to McEwen Mining, respectively. The proceeds of the private placement will be used to advance the development of the Los Azules copper project in San Juan, Argentina, and for general corporate purposes.

After closing, Nuton will own 14.5% of McEwen Copper on a fully diluted basis, and McEwen Mining will own 47.7%. The transaction values McEwen Copper at approximately US$800 million.

In connection with the Transaction, McEwen Copper and certain of its affiliates agreed to amend the Nuton Collaboration Agreement to extend the period of exclusivity over novel, trade secret or patented copper heap leach technologies until February 1st, 2025.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Nuton

Nuton is an innovative new venture that aims to help grow Rio Tinto’s copper business. At the core of Nuton is a portfolio of proprietary copper leach-related technologies and capability – a product of almost 30 years of research and development. Nuton™ Technologies offer the potential to economically unlock copper sulphide resources, copper bearing waste and tailings, and achieve higher copper recoveries on oxide and transitional material, allowing for a significantly increased copper production. One of the key differentiators of Nuton is the potential to deliver leading environmental performance, including more efficient water usage, lower carbon emissions, and the ability to reclaim mine sites by reprocessing mine waste.

About McEwen Copper

McEwen Copper Inc. holds a 100% interest in the Los Azules copper project in San Juan, Argentina and the Elder Creek project in Nevada, USA.

Los Azules was ranked in the top 10 largest undeveloped copper deposits in the world by Mining Intelligence (2022). Its current copper resources are estimated at 10.9 billion pounds at a grade of 0.40% Cu (Indicated category) and an additional 26.7 billion pounds at a grade of 0.31% Cu (Inferred category). A PEA published in June 2023 estimated a $2.7 billion after-tax NPV8% at $3.75/lb Cu and a 27-year mine life.

After closing the Stellantis investment, also announced today, and the pending investment by Nuton, McEwen Copper will have 30,937,615 common shares outstanding, and its shareholders are: McEwen Mining Inc. 47.7%, Stellantis 19.4%, Nuton 14.5%, Rob McEwen 12.9%, Victor Smorgon Group 3.2%, and other shareholders 2.3%.

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, 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 for the fiscal year ended December 31, 2022 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 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 47.7% 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. Its Chairman and Chief Owner has personally provided the company with $220 million and takes an annual salary of $1.

Exhibit 99.3

McEWEN COPPER INC.
(the “Issuer”)

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(COMMON SHARES)

INSTRUCTIONS TO SUBSCRIBER

McEwen Copper Inc.

150 King Street West, S. 2800
Toronto, ON M5H 1J9

McEWEN COPPER INC.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

The undersigned (the “Subscriber”) hereby subscribes for the number of common shares in the capital of McEwen Copper Inc. (the “Issuer”) set out below, subject to the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Common Shares” (the “Terms and Conditions”), which are hereby agreed between the Subscriber and the Issuer.

ACCEPTANCE

The Issuer hereby accepts the Subscription (as defined herein) on the terms and conditions contained in this private placement subscription agreement (this “Agreement”) as of the 10th day of October, 2023.

TERMS AND CONDITIONS OF
SUBSCRIPTION FOR COMMON SHARES

1.1          On the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Subscriber hereby subscribes for the Common Shares for the Subscription Amount shown on page ii of this Agreement (such subscription of the Common Shares being the “Subscription”) by way of a private placement offering (the “Offering”), and the Issuer agrees to issue and deliver the Common Shares to the Subscriber, effective upon the Closing Date.

2.1          Subject to the other terms and conditions hereof, the Subscription Amount shall be paid and satisfied by the assignment by the Subscriber to the Issuer of all of the Subscriber’s rights, title and interest to the ICC (as defined below), and the following six steps shall occur in sequence, with each step immediately following the preceding step, at the Closing:

(together, the “Closing”).

3.1          The Subscriber must complete, sign and return to the Issuer the following documents:

The Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer.

3.2          As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings the Issuer may reasonably require or otherwise, may be required by any Governmental Authority or Applicable Laws.

4.1          Subject to the satisfaction of the conditions set forth below in Section 4.2, the date of the Closing (the “Closing Date”) October 10, 2023, or such other date as may be determined by mutual agreement between the Issuer and the Subscriber.

4.2          The Subscription is subject to the following conditions for the benefit of the Subscriber (any of which may be waived by the Subscriber in its sole discretion):

5.1          The Subscriber acknowledges and agrees that:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THE CONSTATING DOCUMENTS OR UNANIMOUS SHAREHOLDER AGREEMENT OF THE COMPANY.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED HEREBY MUST NOT TRADE THE SECURITIES BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER OF (I) OCTOBER 10, 2023 AND (II) THE DATE THAT THE COMPANY BECOMES A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY IN CANADA.”;

6.1          The Subscriber hereby represents and warrants to the Issuer (which representations and warranties will survive the Closing) that:

6.2          In this Agreement, the term “U.S. Person” has the meaning ascribed thereto in Regulation S, and for the purpose of this Agreement includes: (i) any person in the United States; (ii) any natural person resident in the United States; (iii) any partnership or corporation organized or incorporated under the laws of the United States; (iv) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; or (v) any estate or trust of which any executor, administrator or trustee is a U.S. Person.

7.1          The Subscriber acknowledges that its representations and warranties contained herein and in the Questionnaire are made by it with the intention that such representations and warranties will be relied upon by the Issuer in determining the Subscriber’s eligibility to subscribe for the Common Shares under Applicable Laws, or (if applicable) the eligibility of others on whose behalf the Subscriber is contracting hereunder to subscribe for the Common Shares under Applicable Laws. The Subscriber further agrees that, as at the Closing, it will be representing and warranting that its representations and warranties contained herein and in the Questionnaire are true and correct as at the Closing with the same force and effect as if they had been made by the Subscriber on the Closing, and that they will survive the subscription by the Subscriber of the Common Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of the Common Shares.

8.1          The Issuer hereby represents and warrants to the Subscriber (which representations and warranties will survive the Closing) that:

9.1          The Issuer shall indemnify and hold harmless the Subscriber and its officers, directors, employees and other representatives (the “Subscriber Indemnified Parties”) from and against any and all Claims asserted against any of them, or any Losses incurred or suffered by any of them, or any Losses of the Issuer which result in a decrease in the value of the Common Shares held by the Subscriber, and directly or indirectly arising from or in connection with:

If the Issuer indemnifies the Subscriber Indemnified Parties pursuant to this Agreement in respect of any matter the Issuer shall not subsequently be liable to indemnify the other Subscriber Indemnified Parties for the same matter, to the extent that doing so would result in a duplicate recovery.

10.1        The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber may be entitled in connection with the distribution of any of the Common Shares.

11.1        The Subscriber acknowledges that the Issuer is not currently a reporting issuer in any jurisdiction. If the Issuer completes an initial public offering that results in the Common Shares or other securities in the capital of the Issuer becoming listed on a stock exchange in Canada or the United States of America, or the Issuer completes a reverse takeover, statutory merger or amalgamation, arrangement, share exchange, business combination or other similar transaction which results in a class of shares of the issuer resulting from such transaction being listed (the “Resulting Issuer”) on a stock exchange in Canada or the United States of America and the shareholders of the Issuer receiving such listed securities of the Resulting Issuer and/or cash in exchange for their Common Shares (in each case, a “Liquidity Event”), the Common Shares may be required to be escrowed or locked-up, either at the request of the Issuer’s selling agent or underwriter for a period not to exceed 180 days in connection with the Liquidity Event, or otherwise pursuant to the rules of any stock exchange, securities commission or other securities regulatory authority having jurisdiction, and the Subscriber agrees to sign any such escrow or lock-up agreement and abide by any such restrictions as may be so imposed, provided such restrictions are the same as those imposed on the other shareholders of the Resulting Issuer who hold more than 2% of the shares of the Resulting Issuer.

11.2        In furtherance of the covenant in Section 11.1, the Subscriber hereby irrevocably appoints the Chief Executive Officer or the President of the Issuer, as exists at the applicable time (in any case, the “President”), as the Subscriber’s attorney-in-fact, and authorizes the President as the Subscriber’s attorney-in-fact, with full power and authority in the Subscriber’s place and stead, to approve and sign any pooling or escrow agreement, or any other document, on behalf of the Subscriber as the Issuer advises may be required to provide for pooling or escrow of the Common Shares, or the approval and completion of any Liquidity Event, as the case may be, in the event of a Liquidity Event or other transaction pursuant to which the Issuer may become listed, directly or indirectly, on any stock exchange. This power of attorney is irrevocable, is coupled with an interest and has been given for valuable consideration, the receipt and adequacy of which are acknowledged by the Subscriber. This power of attorney and other rights and privileges granted hereunder will survive any legal or mental incapacity, dissolution, bankruptcy or death of the Subscriber. This power of attorney extends to the heirs, executors, administrators, other legal representatives and successors, transferees and assigns of the Subscriber. Any person dealing with the Issuer may conclusively presume and rely upon the fact that any document, instrument or agreement executed by the President pursuant to this power of attorney is authorized and binding on the Subscriber, without further inquiry. The Subscriber (on its own behalf and, if applicable, on behalf of each beneficial purchaser on whose behalf it is contracting) agrees to be bound by any representations or actions made or taken by the President pursuant to this power of attorney, and waives any and all defences that may be available to contest, negate or disaffirm any action of the President taken in good faith under this power of attorney.

12.1        The Subscriber acknowledges and consents to the fact that the Issuer is collecting the Subscriber’s personal information for the purpose of fulfilling this Agreement and completing the Offering. The Subscriber acknowledges that its personal information (and, if applicable, the personal information of any person on whose behalf the Subscriber is contracting hereunder) may be included in record books in connection with the Offering and may be disclosed by the Issuer to: (i) stock exchanges or securities regulatory authorities; (ii) the Issuer’s registrar and transfer agent; (iii) Canadian Tax Authorities; (iv) authorities pursuant, among other legislation, to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada); and (v) any other parties involved in the Offering, including the Issuer’s counsel. By executing this Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber’s personal information (and, if applicable, the personal information of any other person on whose behalf the Subscriber is contracting hereunder) for the foregoing purposes and to the retention of such personal information for as long as permitted or required by Applicable Laws. Notwithstanding that the Subscriber may be purchasing the Common Shares as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the nature and identity of such undisclosed principal, and any interest that such undisclosed principal has in the Issuer, all as may be required by the Issuer in order to comply with the foregoing. Furthermore, the Subscriber is hereby notified that:

13.1        The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any legal counsel or tax or financial advisors retained by the Subscriber) relating to the subscription of the Common Shares will be paid by the Subscriber.

14.1        The Issuer and the Issuer’s counsel will be entitled to rely on delivery by DocuSign or other means of electronic communication of an executed copy of this Agreement, and acceptance by the Issuer of such copy will be equally effective to create a valid and binding agreement between the Subscriber and the Issuer in accordance with the terms hereof. If less than a complete copy of this Agreement is delivered to the Issuer or the Issuer’s counsel prior to or at Closing, the Issuer and the Issuer’s counsel are entitled to assume that the Subscriber accepts and agrees to all of the terms and conditions of the pages not delivered prior to or at Closing as written herein, unaltered.

15.1        This Agreement and all matters related hereto or arising herefrom are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each of the Issuer and the Subscriber irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario in all matters related to, or arising from, this Agreement.

16.1         This Agreement, including the representations, warranties and covenants contained herein, will survive and continue in full force and effect and be binding upon the Issuer and the Subscriber, notwithstanding the completion of the subscription of the Common Shares by the Subscriber.

17.1        This Agreement is not transferable or assignable.

18.1         The invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

19.1        This Agreement and the other Transaction Documents constitute the entire agreement between the parties and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties and their respective affiliates, as applicable, related to such matters, including the Letters of Intent. The parties have not relied and are not relying on any other information, discussion or understanding in entering into this Agreement.

20.1        All notices and other communications hereunder will be in writing and will be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication, including DocuSign, electronic mail or other means of electronic communication capable of producing a printed copy. Notices to the Subscriber will be directed to the address of the Subscriber set forth on page ii of this Agreement and notices to the Issuer will be directed to the address of the Issuer set forth on the first page of this Agreement.

21.1        This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, will constitute an original and all of which together will constitute one instrument. Delivery of an executed copy of this Agreement by DocuSign or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the Closing Date.

22.1         The schedules, exhibits and appendices attached hereto form part of this Agreement.

23.1        The Subscriber will indemnify and hold harmless the Issuer and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all Claims asserted against any of them, or any Losses incurred or suffered by any of them, and directly or indirectly arising from or in connection with any representation or warranty of the Subscriber contained in this Agreement, the Questionnaire, or in any document furnished by the Subscriber to the Issuer in connection herewith being untrue in any material respect of any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Issuer in connection therewith.

Neither party shall not issue any press release or make any other public statement or disclosure with respect to this Agreement without the consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall be subject to each party’s overriding obligation to make any disclosure or filing in accordance with Applicable Laws, including applicable securities laws, and if, in its reasonable opinion, such disclosure or filing is required and the other party has not reviewed or commented on the disclosure or filing, the party proposing to make such disclosure shall use its reasonable best efforts to give the other party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The party making such disclosure shall give reasonable consideration to any comments made by the other party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing.

SCHEDULE “A” DEFINITIONS

The terms defined in this Schedule “A” shall, for all purposes of this Agreement, have the following meanings:

“Applicable Laws” means all applicable domestic or foreign national, federal, provincial, territorial, state, regional and local laws (whether statutory or common law or equity), rules, ordinances (including zoning and mineral removal ordinances), regulations, grants, concessions, franchises, licences, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature and in any case, issued, enacted, promulgated, enforced or entered by any Governmental Authority (including environmental laws, mining laws and any applicable securities laws and any applicable rules of any stock exchange imposing disclosure requirements);

“Business Day” means any day that is not a weekend or a holiday in Toronto, Ontario or Buenos Aires, Argentina;

“Claim” means any material actual or threatened civil, criminal, administrative, regulatory, arbitral or investigative inquiry, action, suit or proceeding and any notice, demand or claim resulting therefrom or any other claim or demand of whatever nature or kind;

“Copper Cathodes and Concentrates Purchase Rights Agreement” means the copper cathodes and concentrates purchase rights agreement made pursuant to an offer delivered by ACM on February 23, 2023 and accepted by the Subscriber on February 24, 2024;

“COVID-19 Relief” means any support payments, loans, benefits, wage or other subsidies or other incentives provided, in each case, as a result of the COVID-19 pandemic from any Governmental Authority or financial institution;

“Encumbrance” means any encumbrance, mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, usufruct, easement, encroachment, hypothec, pledge, title retention agreement, reservation of title, servitude, right of way, restrictive covenant, restriction on transfer, right of occupation or other adverse claim or restriction on use, in any case, regardless of form, whether or not registered or registrable and whether or not consensual or arising by Applicable Laws, including any or any matter capable of registration, or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or the right to use or occupy, property or assets;

“Exchange Rate” means the conversion of Argentine Pesos into US dollars denominated as MEP Dollars, calculated using volume weighted average of S31O3 and SO3D bonds within the period of five (5) trading days preceding the Closing Date, based on quotes obtained from the Bolsar page (https://bolsar.info). In the event of new restrictions rendering the foregoing calculation unavailable at the Closing Date, the parallel MEP rate to be used will be that provided by Banco Santander in Argentina and/or its local brokerage firm Santander Valores as a result of private transactions (commonly known as OTC or Senebi locally) or, if not available at Banco Santander, by another bank or broker agreed by the Parties in writing calculated on a five (5) day average as described above;

“Governmental Authority” means any (i) domestic or foreign government, whether national, federal, provincial, territorial, regional, county, state, municipal or local or other governmental or public department, (ii) any central bank, court, individual arbitrator or arbitration panel, commission, board, bureau, agency or instrumentality, domestic or foreign, (iii) subdivision or authority of any of the foregoing, (iv) securities regulatory authority or stock exchange, and (v) quasi-governmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; in each case, having jurisdiction in the relevant circumstances; “Letter of Intent” means the non-binding letter of intent made by the Subscriber on September 12, 2023, and accepted by the Issuer on September 19, 2023;

“Investor Rights Agreement” means the investor rights agreement dated February 24, 2023 among the Subscriber, the Issuer, MUX, MAI and Robert McEwen, as amended by Amendment No. 1 dated March 10, 2023;

“Liabilities” means, with respect any person, any and all indebtedness, liabilities, commitments and obligations of any kind of such person, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or not accrued, asserted or not asserted, known or unknown, determined, determinable or otherwise, whenever or however arising (including whether arising out of any contract, tort based on negligence or strict liability or Applicable Laws);

“Losses” means, with respect to any person, any and all losses, Liabilities, Claims, obligations, judgments, fines, settlement payments, awards or damages of any kind actually suffered or incurred by such person (together with all reasonably incurred cash disbursements, costs and expenses, costs of investigation, defence and appeal and reasonable legal fees and expenses), whether or not involving any Third Party Claim;

“person” means a natural person, partnership, limited partnership, limited liability partnership, corporation, limited liability company, joint stock company, trust, unincorporated association, joint venture, juridical person or Governmental Authority, and related personal pronouns have a similarly extended meaning, as the context requires;

“Tax Act” means the Income Tax Act (Canada) as amended from time to time, including the regulations promulgated thereunder;

“Tax Authority” means any Governmental Authority having jurisdiction over the assessment, determination, collection, administration or imposition of any Taxes;

“Tax Returns” means all returns, elections, claims for refunds, designations, reports, declarations, statements, bills, schedules, estimates, information returns, forms, or other written information (whether in tangible electronic or other form) made, prepared or filed or required to be made, prepared or filed in respect of Taxes under Applicable Laws, including any schedule or attachment thereto, and including any amendment thereof;

“Taxes” means all federal, national, state, provincial, territorial, county, municipal, or local taxes, whether domestic or foreign, and all duties, imposts, levies, assessments, tariffs and other charges imposed, assessed or collected by a Tax Authority, including (i) any income, gross income, net income, gross receipts, net worth, business, royalty, capital, capital gains, goods and services, harmonized sales, value added, severance, stamp, franchise, occupation, premium, capital stock, sales and use, real property, land transfer, personal property, ad valorem, transfer, licence, profits, windfall profits, payroll, environmental, employment, employer health, pension plan, anti-dumping, countervail, excise, severance, stamp, occupation or premium tax, (ii) all withholdings on amounts paid to or by the relevant person, (iii) all employment insurance premiums, pension plan contributions or premiums, (iv) any fine, penalty, interest, surcharge or addition to tax, (v) any tax imposed, assessed, or collected or payable pursuant to any tax-sharing agreement or any other contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency or fee, (vi) claw-backs, repayments, obligations or other liabilities under or in respect of any COVID-19 Relief and (vii) any tax of a type referred to in this paragraph that is payable by a person as a result of being a member of an affiliated, consolidated, combined or unitary group, or as a result of succeeding to such liability as a result of merger, conversion or asset transfer or as a result of any obligation under any tax sharing arrangement or indemnity agreement; “Third Party” means any person other than a party hereto or an affiliate of a party hereto;

“Third Party Claim” means any Claim for which the Issuer may have liability to any Subscriber Indemnified Party hereunder is asserted against or sought to be collected from any Subscriber Indemnified Party by a Third Party; and

“Transaction Document” means this Agreement, the IRA Amendment, the CCCPRA Amendment and all of the agreements and documents referred to herein or therein, as the case may be, including all agreements or documents to be delivered at Closing under or pursuant to this Agreement.

EXHIBIT "A"CANADIAN INVESTOR QUESTIONNAIRE

Capitalized terms used in this Canadian Investor Questionnaire (this “Questionnaire”) and not specifically defined have the meaning ascribed to them in the Private Placement Subscription Agreement (the “Agreement”) between the undersigned (the “Subscriber”) and McEwen Copper Inc. (the “Issuer”) to which this Exhibit “A” is attached.

In connection with the subscription by the Subscriber of the Common Shares, the Subscriber hereby represents, warrants and certifies to the Issuer that the Subscriber:

In connection with the acquisition of the Common Shares, the Subscriber hereby represents, warrants and certifies to, and covenants and agrees with, the Issuer that the Subscriber meets one or more of the following criteria:

DEFINITIONS

For the purposes of this Questionnaire and Appendix “A” attached to this Questionnaire:

(a)            “control person” means

and, if a person or combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of an Issuer, the person or combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the Issuer;

(b)            “director” means

(c)            “eligibility adviser” means

(d)            “executive officer” means, for an Issuer, an individual who is

(e)            “financial assets” means

(g)            “founder” means, in respect of an Issuer, a person who,

(i)            whose primary purpose is to invest money provided by its securityholders,

(ii) that does not invest (iii) that is not a mutual fund;

(m)            “person” includes

(n)            “related liabilities” means

(o)            “spouse” means, an individual who,

Guidance On Accredited Investor Exemptions for Individuals

An individual accredited investor is an individual:

The monetary thresholds above are intended to create bright-line standards. Subscribers who do not satisfy these monetary thresholds do not qualify as accredited investors.

Spouses

Sections (a), (b) and (c) above are designed to treat spouses as a single investing unit, so that either spouse qualifies as an accredited investor if the combined financial assets of both spouses exceed $1,000,000, the combined net income of both spouses exceeds $300,000, or the combined net assets of both spouses exceed $5,000,000. Section (d) above does not treat spouses as a single investing unit.

If the combined net income of both spouses does not exceed $300,000, but the net income of one of the spouses exceeds $200,000, only the spouse whose net income exceeds $200,000 qualifies as an accredited investor.

Financial Assets and Related Liabilities

For the purposes of sections (a) and (d) above, “financial assets” means: (1) cash, (2) securities, or (3) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation. These financial assets are generally liquid or relatively easy to liquidate. The value of a subscriber’s personal residence is not included in a calculation of financial assets.

The calculation of financial assets must exclude “related liabilities”, meaning: (1) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or (2) liabilities that are secured by financial assets.

As a general matter, it should not be difficult to determine whether financial assets are beneficially owned by an individual, an individual’s spouse, or both, in any particular instance. However, in the case where financial assets are held in a trust or in another type of investment vehicle for the benefit of an individual, there may be questions as to whether the individual beneficially owns the financial assets. The following factors are indicative of beneficial ownership of financial assets:

For example, securities held in a self-directed RRSP for the sole benefit of an individual are beneficially owned by that individual.

In general, financial assets in a spousal RRSP can be included for the purposes of the $1,000,000 financial asset test in section (a) above because section (a) takes into account financial assets owned beneficially by a spouse. However, financial assets in a spousal RRSP cannot be included for purposes of the $5,000,000 financial asset test in section (d) above.

Financial assets held in a group RRSP under which the individual does not have the ability to acquire the financial assets and deal with them directly do not meet the beneficial ownership requirements in either sections (a) or (d) above.

Net Assets

For the purposes of section (c) above, “net assets” means all of a subscriber’s total assets minus all of the subscriber’s total liabilities. Accordingly, for the purposes of the net asset test, the calculation of total assets includes the value of a subscriber’s personal residence, and the calculation of total liabilities includes the amount of any liability (such as a mortgage) in respect of the subscriber’s personal residence.

To calculate a subscriber’s net assets under the net asset test, subtract the subscriber’s total liabilities from the subscriber’s total assets. The value attributed to assets should reasonably reflect their estimated fair value. Income tax is considered a liability if the obligation to pay it is outstanding at the time of the distribution of the security to the subscriber by the Issuer.

Guidance On Accredited Investor Exemptions for Corporations, Trusts and Other Entities

Accredited investors that are corporations, trusts or other entities include:

Net Assets

For the purposes of section (a) above, “net assets” means all of the subscriber’s total assets minus all of the subscriber’s total liabilities. The minimum net asset threshold of $5,000,000 specified in section (a) above must be shown on the entity’s most recently prepared financial statements. The financial statements must be prepared in accordance with applicable generally accepted accounting principles.

The Subscriber agrees that the above representations and warranties will be true and correct both as of the execution of this Questionnaire and as of the Closing and acknowledges that they will survive the completion of the issue of the Common Shares.

The Subscriber acknowledges that the foregoing representations and warranties are made by the Subscriber with the intent that they be relied upon in determining the suitability of the Subscriber to acquire the Common Shares and that this Questionnaire is incorporated into and forms part of the Agreement and the undersigned undertakes to immediately notify the Issuer of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the closing time of the purchase and sale of any of the Common Shares.

The Subscriber undertakes to immediately notify the Issuer of any change in any statement or other information relating to the Subscriber set forth in the Agreement or in this Questionnaire which takes place prior to the Closing.

By completing this Questionnaire, the Subscriber authorizes the indirect collection of this information by each applicable regulatory authority or regulator and acknowledges that such information is made available to the public under applicable laws.

DATED as of _______ day of                          , 2023.

APPENDIX "A" TO EXHIBIT A

TO CANADIAN INVESTOR QUESTIONNAIRE
Form 45-106F9

Form instructions:

EXHIBIT “B” FORM OF ICC AGREEMENT

City of Buenos Aires, [October 10], 2023

Messrs.

ANDES CORPORACIÓN MINERA S.A.

Perú 930, 2nd floor,

City of Mendoza, Mendoza

Republic of Argentina

Ref.: ICC Offer No. 3/2023

Dear Sirs,

FCA ARGENTINA S.A., a company duly organized and existing under the laws of the Republic of Argentina, with its legal domicile at Carlos María della Paolera 265, 22nd floor, City of Buenos Aires (the “Contributor”) hereby addresses ANDES CORPORACIÓN MINERA S.A., a company duly organized and existing under the laws of the Republic of Argentina, with its legal domicile at Perú 930, 2nd floor, of the City of Mendoza (the “Company”) in order to submit an offer regarding an irrevocable capital contribution on account of future capital subscription (the “Offer”).

In case of acceptance, terms and conditions detailed in Annex I will be applicable.

The Offer will be valid for a term of five (5) business days from its delivery to the Company, and will be deemed accepted if the Company, within such term, delivers a written letter of acceptance to the Contributor at the following email addresses: francisco.bellucci@stellantis.com; german.penelas@stellantis.com; and miguelignacio.prefumo@stellantis.com, duly executed by the Company, expressly accepting this Offer (the “Acceptance Letter”).

This Offer will be governed in accordance with the laws of the Republic of Argentina.

ANNEX I - TERMS AND CONDITIONS

In case of acceptance of the Offer, the relationship between the Company and the Contributor shall be subject to the following terms and conditions:

1°) Within three (3) working days after the acceptance of the Offer, the Contributor will make an irrevocable capital contribution on account of future capital subscriptions for the amount in Argentine pesos equivalent to the amount of USD 49,400,000 (forty-million four hundred thousand United States Dollars) (the “Irrevocable Capital Contribution”). The amount in Argentine pesos will be determined by application of an exchange rate equal to the weighted average exchange rates resulting from the amount and volume traded of the S31O3 and SO3D bonds with liquidation term at sight (t+0 or "contado inmediato") within the period of five (5) working days preceding the date that the Irrevocable Capital Contribution is to be made by the Contributor.

2°) The Irrevocable Capital Contribution will be paid by the Contributor by delivering an echeq (cheque electrónico) at sight duly endorsed in favour of the Company.

3°) The Irrevocable Capital Contribution will be used by the Company in Argentina to reduce debt, for project development expenses and for general corporate purposes of the Company and will remain in Argentine Pesos. The Irrevocable Capital contribution cannot be used under any circumstance to make any foreign exchange transaction, including but not limited to blue-chip swap (contado con liquidación) transactions. This will not prevent the Company from implementing the cash management strategies that may be required to preserve the purchasing power of the Argentine pesos vis-à-vis inflation and/or devaluation until such Argentine pesos are used for the stated purposes.

4°) The Irrevocable Capital Contribution does not accrue compensatory interest.

5°) The Contributor irrevocably and unconditionally agrees to maintain the Irrevocable Capital Contribution in the Company during the term of no more than 180 (one hundred and eighty) days as of the acceptance of the Irrevocable Capital Contribution by the Board of Directors of the Company. During such term, the Shareholders’ Meeting of the Company must consider the capitalization or restitution of the Irrevocable Capital Contribution.

6°) In the event the Shareholders’ Meeting approves the capitalization of the Irrevocable Capital Contribution, the Contributor will receive shares of the Company at a par value (AR$ 100 per share).

7°) If the term provided in Section 5 above expires without the Shareholders’ Meeting having expressly considered the capitalization of the Irrevocable Capital Contribution, the amount of the Irrevocable Capital Contribution will be registered as a debt of the Company in favor of the Contributor (the “Credit”). Therefore, the Company shall upon demand of the Contributor take all necessary actions to reimburse the Irrevocable Capital Contribution to the Contributor (in accordance with applicable regulations). In the event that the Company does not proceed with the reimbursement, no compensatory interest will be accrued, without prejudice to the punitive interest that may correspond.

8°) In the event any act of bankruptcy or suspension of payments of the Company, the Credit will be considered subordinated under the terms of article 2575 of the Civil and Commercial Code of the Argentine Republic.

9°) Contributor shall bear 50% of the applicable debits and credits tax rate to the deposit of the Irrevocable Capital Contribution in ACM bank account amounting to AR$ 125,184,791.85 (Argentine pesos one hundred twenty five millions one hundred eighty four thousand seven hundred ninety-one, with eighty five cents).

10°) In the event this Offer is accepted by the Company and the Contributor effectively transfers the funds to the Company, the resulting rights of the Contributor arising from the ICC Contribution will only be assignable by the Contributor to McEwen Copper, Inc.

11°) The Offer will be governed in accordance with the laws of the Republic of Argentina. In case of any disagreement, dispute or conflict arising from this Offer, the Company expressly agrees to submit the dispute to the Commercial Courts of the City of Mendoza.

EXHIBIT “C” FORM OF ICC ASSIGNMENT AGREEMENT

City of Buenos Aires, October 10, 2023

MCEWEN COPPER INC.

Atn. Carmen Diges

Email: cdiges@mcewenmining.com

150 King Street West, S. 2800

Toronto, Ontario,

Canada

Ref.: ICC AOL N° 3/2023

Dear Sirs:

FCA ARGENTINA S.A., a company duly registered and existing in accordance with the laws of the Republic of Argentina (the “Subscriber”) hereby makes the following irrevocable offer (the “Assignment Offer”) to MCEWEN COPPER INC., a company duly registered and existing in accordance with the laws of the Province of Alberta (“Issuer”, and together with the Subscriber the “Parties”), on and subject to the terms and conditions set in Annex I hereto.

This Assignment Offer will remain valid for five (5) business days from its delivery to the Issuer and shall be deemed accepted if the Issuer, within such term, delivers a written letter of acceptance to the Subscriber at the following email addresses: francisco.bellucci@stellantis.com; german.penelas@stellantis.com; and miguelignacio.prefumo@stellantis.com, duly executed by the Issuer, expressly accepting this Assignment Offer, according to the template included as Annex II (the “Acceptance Letter”).

Upon acceptance of this Assignment Offer by the Issuer, in accordance with the procedure set forth above, the Parties shall be deemed to have entered into an agreement governed by the terms and condition detailed in Annex I, together with its exhibits (the “Agreement”), as of the date on which the Acceptance Letter is received by the Subscriber (the “Effective Date”).

This Assignment Offer will be governed in accordance with the laws of the Republic of Argentina.

Yours sincerely,

Reminder of this page intentionally left in blank. Signature page following on next page.

Signature page to ICC AOL No. 3/2023

ANNEX I – TERMS AND CONDITIONS

WHEREAS on October 10, 2023, the Subscriber subscribed for 1,900,000 common shares in the Issuer for an amount of USD 49,400,000 (forty-nine million four hundred thousand United States Dollars) under the Private Placement Subscription Agreement dated October 10, 2023 (the “Subscription Agreement”).

AND WHEREAS, on October 10, 2023, the Subscriber sent an offer, ICC Offer No. 3/2023 to Andes Corporación Minera S.A. (“ACM”), a wholly owned indirect subsidiary of the Issuer, to make an irrevocable capital contribution to ACM, which offer was accepted by ACM on [Date], 2023. Copies of such offer and acceptance are attached as Exhibit A (the “ICC Agreement”).

AND WHEREAS, on October 10, 2023, the Subscriber endorsed in favor of ACM an echeq (cheque electrónico), issued by Santander Valores equal to the amount of ARS 41,728,263,949 (forty-one thousand seven hundred and twenty eight million two hundred and sixty three thousand nine hundred and forty nine pesos) in full satisfaction of the ICC Agreement.

AND WHEREAS, as of the Effective Date the irrevocable capital contribution under the ICC Agreement has not been capitalized by ACM.

AND WHEREAS, the Subscriber wishes to assign to the Issuer as payment for the shares issued to the Subscriber by the Issuer under the Subscription Agreement all its rights, duties, obligations, titles and interests under the ICC Agreement, and the Issuer wishes to accept and consent to such assignment in accordance with the terms and conditions provided herein.

NOW THEREFORE, the Parties agree as follows:

FIRST: Assignment. The Subscriber irrevocably assigns to the Issuer and the Issuer irrevocably accepts from the Subscriber all its rights, duties, obligations, titles and interests established in the ICC Agreement.

SECOND: Payment. In exchange for the assignment of the ICC Agreement by the Subscriber to the Issuer, the Issuer will issue, deliver to and register under the Subscriber´s name, the total amount of 1,900,000 common shares of the Issuer, which – considering the total number of 28,885,000 common shares issued and outstanding immediately before the issuance of such shares – after being issued will represent approximately [*] % of all outstanding shares of the Issuer (the “Shares”) in accordance with the terms and conditions set forth in the Subscription Agreement.

THIRD: Notification. The Subscriber shall promptly provide notice to ACM of the assignment of the ICC Agreement subject to the terms and conditions of this Assignment Agreement, according to sections 1614 and 1620 of the Civil and Commercial Code of the Republic of Argentina.

FOURTH: Representations and Warranties of the Subscriber. The Subscriber represents and warrants:

(i) it has full powers and capacity to make the Offer and to enter into this Assignment Agreement;

(ii) this Assignment Agreement is valid and enforceable against the Subscriber in accordance with its terms, and does not constitute a violation of any law, order or agreement to which the Subscriber is a party;

(iii) the Subscriber is the sole legal and beneficial holder of the rights arising from the ICC Agreement;

(iv) the ICC Agreement is in full force and effect and is transferable to the Issuer; and (v) all representations and warranties granted by the Subscriber under the Subscription Agreement shall also apply in their entirety mutatis mutandis to this Assignment Agreement.

FIFTH: Representations and Warranties of the Issuer. The Issuer represents and warrants to the Subscriber that:

(i) it has full powers and capacity to accept the Offer and to enter into this Assignment Agreement;

(ii) this Assignment Agreement is valid and enforceable against the Issuer in accordance with its terms, and does not constitute a violation of any law, order or agreement to which the Issuer is a party;

(iii) it recognizes that the ICC Agreement assigned by the Subscriber in favor of the Issuer, as well as the liabilities assumed by the Issuer, are irrevocable and therefore, the Issuer will not have any appeal against the Subscriber, except in cases were the Subscriber is in breach in any material respect of any representations and warranties or covenants under this Assignment Agreement;

(iv) it has taken all corporate steps and proceedings necessary to duly approve the transactions contemplated under this Assignment Agreement, including its execution and delivery;

(v) it is not in breach of any securities laws; and

(vi) all representations and warranties granted by the Issuer under the Subscription Agreement shall also apply in their entirety mutatis mutandis to this Assignment Agreement.

SIXTH. Applicable Law. Jurisdiction. Legal Domiciles. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Argentina.

In the event of any dispute under this Agreement, each of the Parties agrees to submit to the jurisdiction of the National Commercial Court of Appeals of the City of Buenos Aires, and irrevocably attorns to the exclusive jurisdiction of the National Commercial Court of Appeals of the City of Buenos Aires in all matters related to, or arising from, this Agreement.

All notifications, claims, requests, and other type of communications, must be in writing and delivered to the following domiciles:

If to the Subscriber:

FCA Argentina S.A.

Carlos María Della Paolera 265, 22nd floor,

C1001ADA Buenos Aires, Argentina

Attn: Matheus de Oliveria Rocha / Francisco Bellucci / Germán Federico Penelas

Email: matheus.rocha@stellantis.com / francisco.bellucci@stellantis.com / german.penelas@stellantis.com.

with a copy (which shall not constitute notice) to:

Marval O´Farrell & Mairal

Av. Leandro N. Alem 882, Piso 13

C1001AAQ Buenos Aires. Argentina

Attn: Diego Krischcautzky / Macarena García Mirri

E-Mail: dk@marval.com / mgmi@marval.com

Phone: + 54 11 4310-0100

McCarthy Tétrault LLP

Suite 2400, 745 Thurlow Street

Vancouver, BC. Canada

V6E 0C5

Attn.: Shawn Doyle

Email: sdoyle@mccarthy.ca

If to the Issuer:

McEwen Copper Inc.

150 King Street West, S. 2800

Toronto, Ontario, Canada

Attn: Carmen Diges

Email: cdiges@mcewenmining.com

[Remaining of page intentionally left in blank]

EXHIBIT “D” FORM OF IRA AMENDMENT

AMENDMENT NO. 2 TO

INVESTOR RIGHTS AGREEMENT

THIS AMENDMENT NO. 2 TO THE INVESTOR RIGHTS AGREEMENT is made as of October 10, 2023 among FCA Argentina S.A., a corporation existing under the laws of Argentina (the “Investor”), McEwen Copper Inc., a corporation existing under the laws of the Province of Alberta (the “Corporation”), McEwen Mining Inc., a corporation existing under the laws of the State of Colorado (“McEwen Mining”), Minera Andes Inc. (“Minera Andes”), a corporation existing under the laws of the Province of Alberta, and Robert R. McEwen, an individual acting in his personal capacity (“Robert R. McEwen”) (collectively, the “Parties”).

WHEREAS the Parties are party to an investor rights agreement dated February 24, 2023, as amended by the amendment No. 1 dated as of March 10, 2023 (the “IRA”), and the Parties have agreed to additional rights and obligations and now desire to amend the terms of the IRA to reflect such agreement;

AND WHEREAS, Section 8.12 of the IRA provides that the IRA may be amended by agreement in writing by each of the Parties;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment No. 2 and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:

(1)      Section 4.01(3) of the IRA shall be deleted in its entirety.

(2)      This Amendment No. 2 is hereby incorporated in and shall form part of the IRA. The IRA as amended by this Amendment No. 2 shall constitute one agreement and shall continue in full force and effect subject to this Amendment No. 2, and the IRA as so amended is hereby ratified and confirmed by the parties hereto.

(3)      This Amendment No. 2 shall be governed by and construed in accordance with the laws of the Province of Ontario (without giving effect to any conflict of laws principles thereunder) and the federal laws of Canada applicable therein.

(4)      The Parties acknowledge that they have entered into this Amendment No. 2 willingly with full knowledge of the obligations imposed by the terms of this Amendment No. 2. Further, the Parties acknowledge that they have been afforded the opportunity to obtain independent legal advice and confirm by the execution of this Amendment No. 2 that they have either done so or waived their right to do so, and agree that this Amendment No. 2 constitutes a binding legal obligation and that they are estopped from raising any claim on the basis that they have not obtained such advice.

(5)      This Amendment No. 2 may be executed in any number of counterparts, and it shall not be necessary that the signatures of all parties hereto be contained on any counterpart. Each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument. Counterparts may be delivered by electronic transmission and the parties hereto adopt any signatures so received as original signatures of the parties hereto.

[Signature Page Follows]

IN WITNESS WHEREOF the Parties hereto have duly executed this Amendment No. 2 as of the date and year first above written.

EXHIBIT “E” FORM OF CCCPRA AMENDMENT

October 10, 2023

Via Electronic Mail

Messrs.

FCA ARGENTINA S.A.

Carlos María della Paolera 265, 22nd floor

City of Buenos Aires

Republic of Argentina

Attention: Francisco Bellucci and Matheus Rocha

Email: francisco.bellucci@stellantis.com and matheus.rocha@stellantis.com

Re: CCC Offer No. 2/2023

Dear Sirs,

ANDES CORPORACIÓN MINERA S.A., a company duly organized and existing under the laws of the Republic of Argentina, with its legal domicile at Perú 930, 2nd floor of the City of Mendoza (the “Seller”) is pleased to submit this irrevocable offer to FCA ARGENTINA S.A., a company duly organized and existing under the laws of the Republic of Argentina, with its legal domicile at Carlos María della Paolera 265, 22nd floor, City of Buenos Aires (“Stellantis”, and together with the Seller, the “Parties”, and each a “Party”) to enter into an amendment to the CCCPRA (as defined in Annex I), subject to the terms and conditions set forth in Annex I attached hereto (the “Offer”).

This Offer will be valid for a term of five (5) business days from the date hereof (the “Validity Term”), and shall be considered accepted by Stellantis only if the Seller receives within the Validity Term from Stellantis a letter expressly accepting this Offer.

Any term, condition, statement, representation or guarantee expressed in this Offer which may indicate an assertion, abstention, commitment and/or general right or obligation – whatever the grammatical form may be – shall only be enforceable and valid for the Parties if this Offer is accepted pursuant to the terms hereof. If this Offer is not accepted, such term, condition, statement, representation and/or guarantee shall not be valid or enforceable and shall not cause any legal commitment since they shall be deemed as if they had not been written.

Upon acceptance of this Offer by Stellantis, in accordance with the procedure set forth above, the amendment to the CCCPRA (the amendment being referred to herein as the “Agreement”) shall enter into force between the Parties and shall be governed by the terms and conditions hereby attached as Annex I as of the date on which the acceptance is received by the Seller (the “Effective Date”).

This Offer will be governed in accordance with the laws of the State of New York.

I have the authority to bind the company

ANNEX I

TERMS AND CONDITIONS

WHEREAS by CCC Offer No. 1/2023 issued by the Seller on February 23, 2023 and accepted by Stellantis on February 24, 2023, the Parties entered into a copper cathodes and concentrates purchase rights agreement (the “CCCPRA”);

AND WHEREAS capitalized terms used and not otherwise defined herein have the meanings given to them in the CCCPRA;

AND WHEREAS the Seller is an indirect wholly owned subsidiary of McEwen Copper Inc. (“MCI”);

AND WHEREAS pursuant to a subscription agreement (the “Subscription Agreement”) dated on or about the date hereof between Stellantis and MCI, Stellantis has agreed to subscribe for, and MCI has agreed to issue to Stellantis, 1,900,000 common shares of MCI;

AND WHEREAS it is a condition to the closing of the transactions contemplated in the Subscription Agreement that the Seller issue the Offer to Stellantis, and the Parties wish to enter into this Agreement to set forth certain amendments to the CCCPRA;

NOW THEREFORE, in consideration of the mutual covenants and agreements of the Parties hereinafter contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each Party) if the Offer is accepted in accordance with the procedure set forth in the main body of the Offer, the following Terms and Conditions of the Agreement shall enter into force as of the Effective Date.

1. The CCCPRA remains in full force and effect, and is hereby ratified and confirmed in all respects as amended hereby. Except as expressly provided in this Agreement, no terms and conditions of the CCCPRA are hereby amended, modified, supplemented or waived. From the Effective Date, the CCCPRA and this Agreement shall be read together to the extent reasonably possible as though all of the terms of both documents were contained in one instrument.

2. Section 1 is hereby deleted and replaced as follows:

“1.   Option Grant: For the sum of ten (10) United States Dollars and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Seller hereby irrevocably grants to Stellantis and its affiliates (collectively, the “Stellantis Group”) the option (the “Option”) to acquire and receive from the Seller, and the Seller agrees, if the Option is exercised, to sell and deliver to each Stellantis Buyer (as defined herein) copper cathodes (“Cathodes”) and copper concentrates (“Concentrates”) in such amounts as are described in Sections 3 and 3.1, produced by the Seller from the Project, free and clear of any mortgages, charges, assignments, pledges, security interests, liens or other encumbrances or adverse claims of any nature or kind securing any obligation of any person (“Encumbrances”), on and subject to the terms and conditions set forth herein. The “Project” means the Los Azules project located in the Province of San Juan, Argentina, which is comprised of the mining and mineral processing operations on or in the vicinity of the mining rights listed in, and the map set out in, Schedule A hereto. The Parties acknowledge and agree that Stellantis holds the benefits and rights under this Agreement, including the right to exercise the Option, for and on behalf of itself and the other members of the Stellantis Group.

3. Section 2.2 is hereby deleted and replaced as follows:

“2.2.   At any time during the Option Period, Stellantis may exercise the Option by providing written notice (the “Option Exercise Notice”) to the Seller.

Upon receipt of the Option Exercise Notice, the Parties shall negotiate in good faith the terms and conditions of a definitive copper offtake agreement or agreements (the “Definitive Agreements”, and such term shall include the singular and plural), which will incorporate the Cathodes and Concentrates purchase rights of the Stellantis Group described herein, to be executed by the Seller and Stellantis (or another company in the Stellantis Group designated by Stellantis) within the following ninety (90) day period. The “Stellantis Buyer” means any company in the Stellantis Group designated by Stellantis from time to time as purchaser of Cathodes or Concentrates under the Definitive Agreements.

4. A new Section 3.1 is hereby added as follows:

“3.1   (a) Notwithstanding Stellantis’ Ownership Percentage and any other provision to the contrary herein, subject to Stellantis’ compliance with Section 3.2, the Stellantis Buyer shall have the right (the “Minimum Cathodes Offtake Right”) under the Definitive Agreements to elect, in respect of each calendar year, to purchase 10,000 tonnes of Cathodes (or a lesser amount, at the Stellantis Buyer’s election) produced from the Project; provided that the total production of Cathodes during such calendar year from the Project is projected by the Seller (acting in good faith) to be at least 25,000 tonnes; provided, further, that, if the Seller projects less than 25,000 tonnes of Cathodes production for a year, then the Stellantis Buyer shall have the right to purchase an amount equal to 40% of the projected Cathodes production (the “Adjusted Amount”) (or a lesser amount, at the Stellantis Buyer’s election) during such year; and if the actual Cathodes production for such year exceeds 25,000 tonnes, then an amount equal to 10,000 tonnes of Cathodes less the Adjusted Amount shall be carried forward in the form of a purchase right (and not a purchase obligation) to subsequent year(s) (the “Carried-Forward Tonnage”) in a manner to be agreed by the Parties, each acting in good faith, and included in the Definitive Agreements (and such Carried-Forward Tonnage purchase right shall be in addition to any other Cathodes or Concentrates purchase rights in this Article 3).

(b) For the avoidance of doubt, the Minimum Cathodes Offtake Right shall not be linked in any respect to Stellantis’ Ownership Percentage (i.e., if, based on Stellantis’ then Ownership Percentage and the other purchase rights in this Article 3, Stellantis would have the right to purchase 7,500 tonnes of Cathodes in the applicable year, Stellantis shall, as a result of the application of this Section 3.1, have the right to purchase 10,000 tonnes of Cathodes (or a lesser amount, at the Stellantis Buyer’s election) during such year, on and subject to the other terms and conditions in this Section 3.1). For the further avoidance of doubt, any Cathodes purchased by the Stellantis Buyer pursuant to the Minimum Cathodes Offtake Right (except for Carried Forward Tonnage, as applicable) shall be included when determining: (i) quantity limits imposed in respect of other purchase rights under this Article 3, and (ii) the amount of annual Cathodes production from the Project in the relevant calendar year. Finally, for the yet further avoidance of doubt, for so long as this Section 3.1 remains in effect, the Stellantis Buyer shall always have the right to purchase the greater of (x) the amount of Cathodes permitted under this Section 3.1 and (y) the amount of Cathodes permitted under this Article 3 based on its Ownership Percentage.”

5. A new Section 3.2 is hereby added as follows:

“3.2   In consideration of the benefit that the Minimum Cathodes Offtake Right will confer upon Stellantis, which right is conditional upon Stellantis’ compliance with this Section 3.2, Stellantis will not, without the prior consent of McEwen Copper Inc. (“MCI”), from the Effective Date until October 10, 2033 (the “Limitation Period”): (i) offer, sell, contract to sell, pledge, transfer, assign or otherwise dispose of (including, without limitation, by making any short sale, engage in any hedging, monetization or derivative transaction), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common or any other securities of MCI that are substantially similar to common shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of common shares of MCI or such other securities, in cash or otherwise in respect of, any common shares of MCI which have been issued, sold or otherwise transferred to Stellantis by MCI from time to time (the “Affected Securities”).

The above paragraph shall not apply to, and for certainty Stellantis shall not require the prior consent of MCI to: (a) sell or transfer any of the Affected Securities to any other company in the Stellantis Group provided the transferee thereof agrees in writing to be bound by the terms of this Section 3.2 for the remainder of the Limitation Period; or (b) sell any of the Affected Securities pursuant to a bona fide take-over bid or similar transaction made to all holders of MCI’s common shares, including, without limitation, a merger, business combination, share exchange, arrangement or amalgamation, involving a change of control of MCI and provided that, in the event such transaction is not completed, the Affected Securities shall remain subject to the restrictions contained in this Section 3.2.

In the event that Stellantis completes a sale of Affected Securities during the Limitation Period, except for any sale pursuant to an exemption described in the paragraph above, Stellantis shall give written notice to the Seller within 10 days thereafter referencing this Section 3.2 and confirming such non-exempt sale of Affected Securities has occurred, following which Section 3.1 shall be deemed to be terminated permanently. For the avoidance of doubt, the consequences of Stellantis breaching any of its obligations under this Section 3.2 shall be limited to the termination of Section 3.1 and neither MCI nor the Seller shall have any other remedy or recourse against Stellantis or any other company in the Stellantis Group as a result thereof. For the avoidance of doubt, other than termination of Section 3.1, any breach of this Section 3.2 by Stellantis shall not result in the termination of any provision or any rights of Stellantis under this Agreement or under the Definitive Agreements, and such Agreements shall otherwise continue in full force and effect (i.e., if Stellantis completes a non-exempt sale of Affected Securities during the Limitation Period, then Stellantis shall nonetheless retain the right to purchase up to an amount of Cathodes and/or Concentrates (or a combination thereof) produced from the Project based on its then Ownership Interest, as described more fully in this Article 3).”

6. A new Section 4.1 is hereby added as follows:

“4.1   Without limiting any other provision in this Article 4 (including but not limited to the requirement that purchase prices in the Definitive Agreements be no less favorable to the Stellantis Buyer than the most favorable prices (for a purchaser’s perspective) that the Seller has agreed with any other party), the Definitive Agreements shall include an option for the Stellantis Buyer to elect, in respect of London Metal Exchange (LME) Grade “A” Cathodes (or such other equivalent grade of Cathodes as may be produced from the Project, from time to time), to:

(a)   price Cathode deliveries at the average daily closing price on the LME during the 30-   calendar days prior to the delivery date (“First Quotational Period”); or

(b)   price Cathode deliveries at the average daily closing price on the LME during the 30-   calendar days after the delivery date (“Second Quotational Period”), 7. A new Section 13 is hereby added as follows:

provided that the Stellantis Buyer must make the election to use the First Quotational Period or Second Quotation Period at least two business days prior to payment, such payment to be due 30 days from the delivery date.”

“13.   Amendment: This Agreement may only be amended by the written agreement of all the Parties or, as applicable, their permitted successors and assigns.”

8. A new Section 14 is hereby added as follows:

“14.   Notice:

(a) All notices and other required or permitted communications (each a “Notice”) to a Party shall be in writing, and shall be addressed respectively as follows:

(i)  If to the Seller:

Perú 930, 2nd floor

City of Mendoza

Republic of Argentina

Attention: General Counsel

E-mail: notice@mcewenmining.com

(ii)  If to Stellantis:

Carlos María della Paolera 265, 22nd floor

City of Buenos Aires

Republic of Argentina

Attention: Francisco Bellucci and Matheus Rocha

Email: francisco.bellucci@stellantis.com and matheus.rocha@stellantis.com

and a copy to:

McCarthy Tétrault LLP
Suite 2400 – 745 Thurlow Street
Vancouver, B.C. V6E 0C5

Attention: Shawn Doyle
Email:         sdoyle@mccarthy.ca

(b)  All Notices shall be given:

(i)  by personal delivery;

(ii)  by electronic communication, capable of producing a printed transmission;

(iii)  by registered or certified mail return receipt requested; or

(iv)  by overnight or other express courier service.

(c)  All Notices shall be effective and shall be deemed given on the date of receipt at the principal address if received during normal business hours on a business day in the jurisdiction of the recipient, and, if not received during normal business hours, on the next business day in the jurisdiction of the recipient following receipt, or if by electronic communication, on the date of such communication if received by the recipient during normal business hours on a business day in the jurisdiction of the recipient, and, if not received during normal business hours, on the next business day in the jurisdiction of the recipient following receipt. Any change of address may be made by Notice to the other Parties.

9. Schedule B of the CCCPRA is hereby deleted.

10. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any conflict of laws principles thereunder).

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EXHIBIT “F” FORM OF NUTON CONSENT

ACKNOWLEDGEMENT AND CONSENT

Unanimous Shareholder Agreement dated August 20, 2021 among McEwen Copper Inc., Minera Andes Inc., Evanachan Limited, and the other shareholders of McEwen Copper Inc. (the “SHA”)

WHEREAS pursuant to Section 2.05(1)(b) of the NCA, without the prior written consent of Nuton LLC (“Nuton”), neither McEwen Copper Inc. (“MCI”) nor its subsidiaries shall issue shares of any subsidiary of MCI to any person other than MCI or any of its subsidiaries unless required to do so by applicable law or regulation;

AND WHEREAS pursuant to Section 2.05(1)(c) of the NCA, without the prior written consent of Nuton, neither MCI nor its subsidiaries shall distribute its assets to any shareholder other than MCI or any of its subsidiaries;

AND WHEREAS pursuant to Section 2.05(1)(e) of the NCA, without the prior written consent of Nuton, neither MCI nor its subsidiaries shall enter into any transaction with any Related Party (as defined in the NCA), subject to certain exceptions;

AND WHEREAS pursuant to the terms of a subscription agreement, a draft of which Nuton has had the opportunity to review (the “Subscription Agreement”), whereby FCA Argentina S.A. (“Stellantis”) proposes to subscribe for 1,900,000 common shares (“Subscription Shares”) of MCI for non-cash consideration equivalent to US $49,400,000 (the “Subscription Price”) payable according to the following sequential steps (the “Consideration Steps”): (i) Stellantis shall deliver an offer to Andes Corporación Minera S.A. (“ACM”) pursuant to which the Subscriber will offer to make an irrevocable capital contribution (“ICC”) on account of future capital subscription to ACM of an amount in Argentine Pesos equal to the Subscription Price calculated utilizing the exchange rate contemplated in the Subscription Agreement; (ii) MCI shall cause ACM to accept the offer to enter into the ICC Agreement, substantially in the form attached to the Subscription Agreement (the “ICC Agreement”); (iii) Stellantis shall contribute the Subscription Price in Argentine Pesos exchanged at the rate provided for in the Subscription Agreement (the “ICC Amount”); (iii) Stellantis shall pay the ICC Amount by e-cheque endorsed in favour of ACM; (iv) ACM shall acknowledge receipt of the ICC Amount to MCI; (v) Stellantis shall make an offer to assign the ICC Agreement to MCI substantially in the form attached to the Subscription Agreement (the “ICC Assignment Agreement”), which MCI shall accept and shall issue the Subscription Shares to Stellantis (all collectively, the “Offering”); AND WHEREAS MCI shall then convert the ICC into shares of ACM and further contribute such ACM shares for shares of International Copper Mining Inc. (“ICMI”), Los Azules Mining Inc. (“LAMI”) and San Juan Copper Inc. (“SJCI”) (the “Follow-on Transactions”);

AND WHEREAS the Offering and the Follow-on Transactions are Related Party transactions that require consent under the NCA;

AND WHEREAS as a condition of the Offering MCI, McEwen Mining Inc., and Robert McEwen are required to execute an amendment to the investor rights agreement dated February 23, 2023 (as amended on March 10, 2023), a draft of which Nuton has had the opportunity to review (the “IRA Amendment”), with Stellantis, which also constitutes a Related Party transaction under the NCA;

AND WHEREAS under Section 2.06 of the NCA, if MCI or any of its subsidiaries propose to issue, grant, sell or enter into any offtake, metal streaming or royalty transaction of rights (or any similar commodity-linked transaction or rights) affecting the Los Azules asset, Nuton shall be provided an equal opportunity to evaluate and bid on any such offtake, metal streaming or royalty transaction or rights (or any similar commodity-linked transaction or rights);

AND WHEREAS as a condition of the Offering, ACM is required to execute an amendment to the copper cathodes and concentrates purchase rights agreement dated February 23, 2023, a draft of which Nuton has had the opportunity to review (the “CCCPRA Amendment”), with Stellantis in respect of the Los Azules project;

AND WHEREAS the Offering triggers pre-emptive rights and consent rights, respectively, of MCI’s shareholders under Sections 4.1 and 5.1 of the SHA;

NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are acknowledged:

DATED this          day of October, 2023.

NUTON LLC

EXHIBIT “G” STRUCTURE CHART

EXHIBIT “H” LOS AZULES PROJECT

List of Properties:

Map:

Exhibit 99.4

AMENDMENT NO. 2 TO

INVESTOR RIGHTS AGREEMENT

THIS AMENDMENT NO. 2 TO THE INVESTOR RIGHTS AGREEMENT is made as of October 10, 2023 among FCA Argentina S.A., a corporation existing under the laws of Argentina (the “Investor”), McEwen Copper Inc., a corporation existing under the laws of the Province of Alberta (the “Corporation”), McEwen Mining Inc., a corporation existing under the laws of the State of Colorado (“McEwen Mining”), Minera Andes Inc. (“Minera Andes”), a corporation existing under the laws of the Province of Alberta, and Robert R. McEwen, an individual acting in his personal capacity (“Robert R. McEwen”) (collectively, the “Parties”).

WHEREAS the Parties are party to an investor rights agreement dated February 24, 2023, as amended by the amendment No. 1 dated as of March 10, 2023 (the “IRA”), and the Parties have agreed to additional rights and obligations and now desire to amend the terms of the IRA to reflect such agreement;

AND WHEREAS, Section 8.12 of the IRA provides that the IRA may be amended by agreement in writing by each of the Parties;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment No. 2 and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:

(1)          Section 4.01(3) of the IRA shall be deleted in its entirety.

(2)         This Amendment No. 2 is hereby incorporated in and shall form part of the IRA. The IRA as amended by this Amendment No. 2 shall constitute one agreement and shall continue in full force and effect subject to this Amendment No. 2, and the IRA as so amended is hereby ratified and confirmed by the parties hereto.

(3)         This Amendment No. 2 shall be governed by and construed in accordance with the laws of the Province of Ontario (without giving effect to any conflict of laws principles thereunder) and the federal laws of Canada applicable therein.

(4)         The Parties acknowledge that they have entered into this Amendment No. 2 willingly with full knowledge of the obligations imposed by the terms of this Amendment No. 2. Further, the Parties acknowledge that they have been afforded the opportunity to obtain independent legal advice and confirm by the execution of this Amendment No. 2 that they have either done so or waived their right to do so, and agree that this Amendment No. 2 constitutes a binding legal obligation and that they are estopped from raising any claim on the basis that they have not obtained such advice.

(5)         This Amendment No. 2 may be executed in any number of counterparts, and it shall not be necessary that the signatures of all parties hereto be contained on any counterpart. Each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument. Counterparts may be delivered by electronic transmission and the parties hereto adopt any signatures so received as original signatures of the parties hereto.

[Signature Page Follows]

IN WITNESS WHEREOF the Parties hereto have duly executed this Amendment No. 2 as of the date and year first above written.

Exhibit 99.5

October 10, 2023

Via Electronic Mail

Messrs.

FCA ARGENTINA S.A.

Carlos María della Paolera 265, 22nd floor

City of Buenos Aires

Republic of Argentina

Attention: Francisco Bellucci and Matheus Rocha

Email: francisco.bellucci@stellantis.com and matheus.rocha@stellantis.com

Re: CCC Offer No. 2/2023

Dear Sirs,

ANDES CORPORACIÓN MINERA S.A., a company duly organized and existing under the laws of the Republic of Argentina, with its legal domicile at Perú 930, 2nd floor of the City of Mendoza (the “Seller”) is pleased to submit this irrevocable offer to FCA ARGENTINA S.A., a company duly organized and existing under the laws of the Republic of Argentina, with its legal domicile at Carlos María della Paolera 265, 22nd floor, City of Buenos Aires (“Stellantis”, and together with the Seller, the “Parties”, and each a “Party”) to enter into an amendment to the CCCPRA (as defined in Annex I), subject to the terms and conditions set forth in Annex I attached hereto (the “Offer”).

This Offer will be valid for a term of five (5) business days from the date hereof (the “Validity Term”), and shall be considered accepted by Stellantis only if the Seller receives within the Validity Term from Stellantis a letter expressly accepting this Offer.

Any term, condition, statement, representation or guarantee expressed in this Offer which may indicate an assertion, abstention, commitment and/or general right or obligation – whatever the grammatical form may be – shall only be enforceable and valid for the Parties if this Offer is accepted pursuant to the terms hereof. If this Offer is not accepted, such term, condition, statement, representation and/or guarantee shall not be valid or enforceable and shall not cause any legal commitment since they shall be deemed as if they had not been written.

Upon acceptance of this Offer by Stellantis, in accordance with the procedure set forth above, the amendment to the CCCPRA (the amendment being referred to herein as the “Agreement”) shall enter into force between the Parties and shall be governed by the terms and conditions hereby attached as Annex I as of the date on which the acceptance is received by the Seller (the “Effective Date”).

This Offer will be governed in accordance with the laws of the State of New York.

Sincerely,

ANDES CORPORACIÓN MINERA S.A.

I have the authority to bind the company

ANNEX I

TERMS AND CONDITIONS

WHEREAS by CCC Offer No. 1/2023 issued by the Seller on February 23, 2023 and accepted by Stellantis on February 24, 2023, the Parties entered into a copper cathodes and concentrates purchase rights agreement (the “CCCPRA”);

AND WHEREAS capitalized terms used and not otherwise defined herein have the meanings given to them in the CCCPRA;

AND WHEREAS the Seller is an indirect wholly owned subsidiary of McEwen Copper Inc. (“MCI”);

AND WHEREAS pursuant to a subscription agreement (the “Subscription Agreement”) dated on or about the date hereof between Stellantis and MCI, Stellantis has agreed to subscribe for, and MCI has agreed to issue to Stellantis, 1,900,000 common shares of MCI;

AND WHEREAS it is a condition to the closing of the transactions contemplated in the Subscription Agreement that the Seller issue the Offer to Stellantis, and the Parties wish to enter into this Agreement to set forth certain amendments to the CCCPRA;

NOW THEREFORE, in consideration of the mutual covenants and agreements of the Parties hereinafter contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each Party) if the Offer is accepted in accordance with the procedure set forth in the main body of the Offer, the following Terms and Conditions of the Agreement shall enter into force as of the Effective Date.

“1.           Option Grant: For the sum of ten (10) United States Dollars and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Seller hereby irrevocably grants to Stellantis and its affiliates (collectively, the “Stellantis Group”) the option (the “Option”) to acquire and receive from the Seller, and the Seller agrees, if the Option is exercised, to sell and deliver to each Stellantis Buyer (as defined herein) copper cathodes (“Cathodes”) and copper concentrates (“Concentrates”) in such amounts as are described in Sections 3 and 3.1, produced by the Seller from the Project, free and clear of any mortgages, charges, assignments, pledges, security interests, liens or other encumbrances or adverse claims of any nature or kind securing any obligation of any person (“Encumbrances”), on and subject to the terms and conditions set forth herein. The “Project” means the Los Azules project located in the Province of San Juan, Argentina, which is comprised of the mining and mineral processing operations on or in the vicinity of the mining rights listed in, and the map set out in, Schedule A hereto. The Parties acknowledge and agree that Stellantis holds the benefits and rights under this Agreement, including the right to exercise the Option, for and on behalf of itself and the other members of the Stellantis Group.

“2.2.       At any time during the Option Period, Stellantis may exercise the Option by providing written notice (the “Option Exercise Notice”) to the Seller.

Upon receipt of the Option Exercise Notice, the Parties shall negotiate in good faith the terms and conditions of a definitive copper offtake agreement or agreements (the “Definitive Agreements”, and such term shall include the singular and plural), which will incorporate the Cathodes and Concentrates purchase rights of the Stellantis Group described herein, to be executed by the Seller and Stellantis (or another company in the Stellantis Group designated by Stellantis) within the following ninety (90) day period. The “Stellantis Buyer” means any company in the Stellantis Group designated by Stellantis from time to time as purchaser of Cathodes or Concentrates under the Definitive Agreements.

“3.1        (a) Notwithstanding Stellantis’ Ownership Percentage and any other provision to the contrary herein, subject to Stellantis’ compliance with Section 3.2, the Stellantis Buyer shall have the right (the “Minimum Cathodes Offtake Right”) under the Definitive Agreements to elect, in respect of each calendar year, to purchase 10,000 tonnes of Cathodes (or a lesser amount, at the Stellantis Buyer’s election) produced from the Project; provided that the total production of Cathodes during such calendar year from the Project is projected by the Seller (acting in good faith) to be at least 25,000 tonnes; provided, further, that, if the Seller projects less than 25,000 tonnes of Cathodes production for a year, then the Stellantis Buyer shall have the right to purchase an amount equal to 40% of the projected Cathodes production (the “Adjusted Amount”) (or a lesser amount, at the Stellantis Buyer’s election) during such year; and if the actual Cathodes production for such year exceeds 25,000 tonnes, then an amount equal to 10,000 tonnes of Cathodes less the Adjusted Amount shall be carried forward in the form of a purchase right (and not a purchase obligation) to subsequent year(s) (the “Carried-Forward Tonnage”) in a manner to be agreed by the Parties, each acting in good faith, and included in the Definitive Agreements (and such Carried-Forward Tonnage purchase right shall be in addition to any other Cathodes or Concentrates purchase rights in this Article 3).

(b) For the avoidance of doubt, the Minimum Cathodes Offtake Right shall not be linked in any respect to Stellantis’ Ownership Percentage (i.e., if, based on Stellantis’ then Ownership Percentage and the other purchase rights in this Article 3, Stellantis would have the right to purchase 7,500 tonnes of Cathodes in the applicable year, Stellantis shall, as a result of the application of this Section 3.1, have the right to purchase 10,000 tonnes of Cathodes (or a lesser amount, at the Stellantis Buyer’s election) during such year, on and subject to the other terms and conditions in this Section 3.1). For the further avoidance of doubt, any Cathodes purchased by the Stellantis Buyer pursuant to the Minimum Cathodes Offtake Right (except for Carried Forward Tonnage, as applicable) shall be included when determining: (i) quantity limits imposed in respect of other purchase rights under this Article 3, and (ii) the amount of annual Cathodes production from the Project in the relevant calendar year. Finally, for the yet further avoidance of doubt, for so long as this Section 3.1 remains in effect, the Stellantis Buyer shall always have the right to purchase the greater of (x) the amount of Cathodes permitted under this Section 3.1 and (y) the amount of Cathodes permitted under this Article 3 based on its Ownership Percentage.”

“3.2         In consideration of the benefit that the Minimum Cathodes Offtake Right will confer upon Stellantis, which right is conditional upon Stellantis’ compliance with this Section 3.2, Stellantis will not, without the prior consent of McEwen Copper Inc. (“MCI”), from the Effective Date until [Insert date that is 10 years after closing date] (the “Limitation Period”): (i) offer, sell, contract to sell, pledge, transfer, assign or otherwise dispose of (including, without limitation, by making any short sale, engage in any hedging, monetization or derivative transaction), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common or any other securities of MCI that are substantially similar to common shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of common shares of MCI or such other securities, in cash or otherwise in respect of, any common shares of MCI which have been issued, sold or otherwise transferred to Stellantis by MCI from time to time (the “Affected Securities”).

The above paragraph shall not apply to, and for certainty Stellantis shall not require the prior consent of MCI to: (a) sell or transfer any of the Affected Securities to any other company in the Stellantis Group provided the transferee thereof agrees in writing to be bound by the terms of this Section 3.2 for the remainder of the Limitation Period; or (b) sell any of the Affected Securities pursuant to a bona fide take-over bid or similar transaction made to all holders of MCI’s common shares, including, without limitation, a merger, business combination, share exchange, arrangement or amalgamation, involving a change of control of MCI and provided that, in the event such transaction is not completed, the Affected Securities shall remain subject to the restrictions contained in this Section 3.2.

In the event that Stellantis completes a sale of Affected Securities during the Limitation Period, except for any sale pursuant to an exemption described in the paragraph above, Stellantis shall give written notice to the Seller within 10 days thereafter referencing this Section 3.2 and confirming such non-exempt sale of Affected Securities has occurred, following which Section 3.1 shall be deemed to be terminated permanently. For the avoidance of doubt, the consequences of Stellantis breaching any of its obligations under this Section 3.2 shall be limited to the termination of Section 3.1 and neither MCI nor the Seller shall have any other remedy or recourse against Stellantis or any other company in the Stellantis Group as a result thereof. For the avoidance of doubt, other than termination of Section 3.1, any breach of this Section 3.2 by Stellantis shall not result in the termination of any provision or any rights of Stellantis under this Agreement or under the Definitive Agreements, and such Agreements shall otherwise continue in full force and effect (i.e., if Stellantis completes a non-exempt sale of Affected Securities during the Limitation Period, then Stellantis shall nonetheless retain the right to purchase up to an amount of Cathodes and/or Concentrates (or a combination thereof) produced from the Project based on its then Ownership Interest, as described more fully in this Article 3).”

“4.1        Without limiting any other provision in this Article 4 (including but not limited to the requirement that purchase prices in the Definitive Agreements be no less favorable to the Stellantis Buyer than the most favorable prices (for a purchaser’s perspective) that the Seller has agreed with any other party), the Definitive Agreements shall include an option for the Stellantis Buyer to elect, in respect of London Metal Exchange (LME) Grade “A” Cathodes (or such other equivalent grade of Cathodes as may be produced from the Project, from time to time), to:

provided that the Stellantis Buyer must make the election to use the First Quotational Period or Second Quotation Period at least two business days prior to payment, such payment to be due 30 days from the delivery date.”

“13.         Amendment: This Agreement may only be amended by the written agreement of all the Parties or, as applicable, their permitted successors and assigns.”

“14.         Notice:

(i)  If to the Seller:

Perú 930, 2nd floor

City of Mendoza

Republic of Argentina

Attention: General Counsel

E-mail: notice@mcewenmining.com

(ii)  If to Stellantis:

Carlos María della Paolera 265, 22nd floor

City of Buenos Aires

Republic of Argentina

Attention: Francisco Bellucci and Matheus Rocha

Email: francisco.bellucci@stellantis.com and matheus.rocha@stellantis.com

and a copy to:

McCarthy Tétrault LLP
Suite 2400 – 745 Thurlow Street
Vancouver, B.C. V6E 0C5

Attention: Shawn Doyle
Email:     sdoyle@mccarthy.ca

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