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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): | January 28, 2025 |
McEWEN MINING INC.
(Exact name of registrant as specified in its charter)
| Colorado | 001-33190 | 84-0796160 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
150 King Street West, Suite 2800 Toronto, Ontario, Canada |
M5H 1J9 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number including area code: | (866) 441-0690 |
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | MUX | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 3.02 | Unregistered Sale of Equity Securities |
On January 29, 2025, McEwen Mining Inc. (the “Company”) entered into an agreement with Goliath Resources Limited (“Goliath”) (TSX-V: GOT) (OTCQB: GOTRF) (FSE: B4IF), pursuant to which the Company agreed to issue to Goliath 868,056 shares of the Company’s common stock, in exchange for (i) 5,181,347 shares of common stock of Goliath and (ii) 2,590,674 warrants to purchase shares of Goliath common stock at an exercise price of $2.50 CAD, such warrants to be exercisable for twelve months. The date of such issuance has not yet been determined.
The issuance of common stock to Goliath will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the exemption from registration requirements thereof provided by, among other available exemptions, Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.
| Item 7.01 | Regulation FD Disclosure. |
On January 28, 2025, the Company issued a press release summarizing its full year 2024 production results and providing 2025 production and cost guidance. A copy of the press release is furnished with this report as Exhibit 99.1.
The information furnished under this Item 7.01, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibits are furnished or filed with this report, as applicable: |
| Exhibit No. | Description | |
| 99.1 | Press Release, dated January 28, 2025, regarding production results and guidance | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
Cautionary Statement
With the exception of historical matters, the matters discussed in the press release include forward-looking statements within the meaning of applicable securities laws that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained therein. Such forward-looking statements include, among others, statements regarding future production and cost estimates, exploration, development, construction and production activities. Factors that could cause actual results to differ materially from projections or estimates include, among others, future drilling results, metal prices, economic and market conditions, operating costs, receipt of permits, and receipt of working capital, as well as other factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and other filings with the United States Securities and Exchange Commission. Most of these factors are beyond the Company’s ability to predict or control. The Company disclaims any obligation to update any forward-looking statement made in the press release, whether as a result of new information, future events, or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| McEWEN MINING INC. | ||
| Date: February 3, 2025 | By: | /s/ Carmen Diges |
| Carmen Diges, General Counsel | ||
Exhibit 99.1
MCEWEN MINING: 2024 PRODUCTION WITHIN GUIDANCE;
2025 GUIDANCE: STABLE PRODUCTION AND COST/OZ
TORONTO, January 28, 2025 - McEwen Mining Inc. (NYSE: MUX) (TSX: MUX) is pleased to report full-year 2024 consolidated production of 135,900 gold equivalent ounces (“GEOs”)(1), within our guidance range for the year (press release dated Feb 12, 2024).
During 2024, Gold Bar and San José produced 44,600 and 60,100 GEOs, respectively, slightly exceeding the top end of our guidance ranges for those operations. At the Fox Complex, we produced 30,150 GEOs, which was below annual guidance due to a stope failure in early 2024 impacting production.
Table 1: Consolidated 2024 Production and 2025 Guidance Summary
| Full Year 2024(3)(4) |
2024 Guidance(4) |
2025 Guidance |
||||||||||
| Consolidated Production | ||||||||||||
| GEOs(1) | 135,900 | 130,000 - 145,000 | 120,000 - 140,000 | |||||||||
| Cash Costs/GEO | $1,550 - $1,750 | |||||||||||
| AISC/GEO | $1,800 - $2,000 | |||||||||||
| Gold Bar Mine, Nevada | ||||||||||||
| GEOs | 44,600 | 40,000 - 43,000 | 40,000 - 45,000 | |||||||||
| Cash Costs/GEO | $1,500 - $1,700 | |||||||||||
| AISC/GEO | $1,700 - $1,900 | |||||||||||
| Fox Complex, Canada | ||||||||||||
| GEOs | 30,150 | 40,000 - 42,000 | 30,000 - 35,000 | |||||||||
| Cash Costs/GEO | $1,600 - $1,800 | |||||||||||
| AISC/GEO | $1,700 - $1,900 | |||||||||||
| San José Mine, Argentina (49%)(2) | ||||||||||||
| GEOs | 60,100 | 50,000 - 60,000 | 50,000 - 60,000 | |||||||||
| Cash Costs/GEO | $1,600 - $1,800 | |||||||||||
| AISC/GEO | $1,900 - $2,100 | |||||||||||
2025 Production and Cost Guidance
For 2025, we expect consolidated production to be between 120,000 and 140,000 GEOs attributable to MUX from all operations. The lower end of the 2025 range is driven by the planned transition of production at the Fox Complex from the Froome mine to the Stock mine in late 2025.
At Fox in 2025, due to permitting delays, the development of the ramp access to the Stock project is expected to continue through the majority of the year, with commercial production from Stock now expected in early 2026. Operations at the Froome mine will wind down in late 2025. The capital investment required for ramp development in 2025 has been partially funded by the US$22.0 million flow-through financing completed in June 2024.
| McEwen Mining Inc. | Page |
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At Gold Bar in 2025, the first half of the year is expected to deliver lower production relative to the second half, due to a scheduled continuation of high waste stripping in the Pick pit to be completed during 2025. The investment in waste stripping at the Pick pit is expected to improve ore availability during the second half of 2025 and through 2026, increasing future annual gold production.
Notes:
| (1) | 'Gold Equivalent Ounces' are calculated based on a gold-to-silver price ratio of 89:1 for Q1 2024, 81:1 for Q2 2024, 85:1 for Q3 2024, and 85:1 for Q4 2024. 2025 production guidance is calculated based on an 86:1 gold-to-silver price ratio. |
| (2) | The San José Mine is 49% owned by McEwen Mining Inc. and 51% owned and operated by Hochschild Mining plc. Production is shown on a 49% basis. |
| (3) | El Gallo Mine (on care and maintenance) sold 1,052 ounces in FY2024 from plant and pond cleanout. |
| (4) | Full Year 2024 costs and their comparison against 2024 Guidance will be published in a future press release on our 2024 audited annual results. |
| (5) | Cash costs and AISC per GEO sold are presented in U.S. Dollars for all operations. |
Technical Information
The technical content of this news release related to financial results, mining and development projects has been reviewed and approved by William (Bill) Shaver, P.Eng., COO of McEwen Mining and a Qualified Person as defined by SEC S-K 1300 and the Canadian Securities Administrators National Instrument 43-101 "Standards of Disclosure for Mineral Projects."
Reliability of Information Regarding San José
Minera Santa Cruz S.A., the owner of the San José Mine, is responsible for and has supplied the Company with all reported results from the San José Mine. McEwen Mining’s joint venture partner, a subsidiary of Hochschild Mining plc, and its affiliates other than MSC do not accept responsibility for the use of project data or the adequacy or accuracy of this release.
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 Company 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, foreign exchange volatility, foreign exchange controls, foreign currency risk, 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, 2023, Quarterly Report on Form 10-Q for the three months ended March 31, 2024, June 30, 2024, and September 30, 2024, 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.
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ABOUT MCEWEN MINING
McEwen Mining is a gold and silver producer with operations in Nevada, Canada, Mexico and Argentina. In addition, it owns 46.4% of McEwen Copper which owns the large, advanced stage Los Azules copper project in Argentina. The Company’s objective is to improve the productivity and life of its assets with the goal of increasing its share price and providing an investor yield. Rob McEwen, Chairman and Chief Owner, has a personal investment in the companies of $225 million. His annual salary is $1.
McEwen Mining's shares are publicly traded on the New York Stock Exchange (NYSE) and the Toronto Stock Exchange (TSX) under the symbol "MUX".
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Relationship with Investors:
Mihaela Iancu ext. 320 |
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