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 6, 2026 |
McEWEN 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 8.01 | Other Events. |
On January 6, 2026, McEwen Inc. (the “Company”) announced the closing of the previously announced business combination with Canadian Gold Corp. (“Canadian Gold”) by way of a statutory plan of arrangement (the “Arrangement”) following the approval of shareholders of Canadian Gold on December 5, 2025 and a final order by the British Columbia Supreme Court on December 10, 2025 approving the Arrangement, as amended by a further order in accordance with the Amendment (as defined below). The Company also announced its entry into an amendment to the Arrangement agreement (the “Amendment”) to require the approval by shareholders in advance of the issuance of any shares of the Company’s common stock to Mr. Robert McEwen, the Company’s Chairman and CEO, in exchange for the Canadian Gold shares held by him to ensure compliance with applicable requirements of the New York Stock Exchange. The Amendment is expected to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to its next annual report on Form 10-K, as contemplated by applicable rules of the SEC. Investors and other interested parties are encouraged to read in its entirety the Amendment when it becomes available because it may contain other important information not otherwise described herein.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”) and is incorporated by reference into this Item 8.01. Investors and other interested parties are encouraged to read in its entirety the press release because it contains important information not otherwise described herein.
| 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 6, 2026 (filed herewith) | |
| 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, this Current Report and the accompanying press 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 of the date of this Current Report and the accompanying press release, are 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 and base 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 in this Current Report and the accompanying press release, which speak only as of the date hereof and thereof. 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 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 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 Current Report and the accompanying press release are qualified by this cautionary statement.
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 INC. | ||
| Date: January 8, 2026 | By: | /s/ Carmen Diges |
| Carmen Diges, General Counsel | ||
Exhibit 99.1
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FOR IMMEDIATE RELEASE
McEwen Inc. and Canadian Gold Corp. Announce Closing of Arrangement
Toronto, Ontario and Flin Flon, Manitoba – January 6, 2026 – McEwen Inc. (“McEwen”) (NYSE/TSX:MUX) and Canadian Gold Corp. (“Canadian Gold”) (TSX-V:CGC) are pleased to announce the completion of the previously announced business combination between McEwen and Canadian Gold by way of statutory plan of arrangement (the “Arrangement”). Shareholders of Canadian Gold approved the Arrangement on December 5, 2025 and a final order approving the Arrangement was issued by the British Columbia Supreme Court on December 10, 2025, as amended by a further order of the British Columbia Supreme Court according to the Amending Agreement described below.
The Arrangement was completed under the Business Corporations Act (British Columbia) and was deemed to become effective at 8:00 a.m. Vancouver time on January 5, 2026. Under the terms of the Arrangement Agreement, which was negotiated at arms-length, each holder of the common shares of Canadian Gold (each, a “Canadian Gold Share”) will receive 0.0225 McEwen common shares (each, a “McEwen Share”) for each Canadian Gold Share held.
The shares of Canadian Gold are expected to be delisted from the TSX Venture Exchange effective as of the close of market on January 7, 2026. Canadian Gold will submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate its public reporting requirements.
“On behalf of our Board of Directors and our management, I welcome Canadian Gold shareholders to McEwen. This is an exciting time for gold investors, and we see strong exploration and development potential of Tartan, which we believe will significantly contribute to shareholder value. Our immediate priorities are to accelerate and expand the scope of exploration, initiate mine plan engineering and advance production permitting to enable us to timely restart the mine. We also expect to publish an updated resource estimate by the end of February,” said Rob McEwen, Chairman and Chief Owner.
Amending Agreement
McEwen and Canadian Gold have also entered into an amending agreement to the arrangement agreement (the “Amending Agreement”) in order to address certain requirements of the New York Stock Exchange (the "NYSE"). Pursuant to the Amending Agreement, all Canadian Gold Shares held by Mr. Rob McEwen will be exchanged on closing for subscription receipts of McEwen, rather than McEwen Shares.
Under the original arrangement agreement, Mr. McEwen was to receive for his Canadian Gold Shares up to 1% of newly issued McEwen Shares, with the balance of the consideration to be paid in subscription receipts. In accordance with the Amending Agreement, all Canadian Gold shares held by Mr. McEwen will now be exchanged solely for subscription receipts, which will convert into McEwen Shares upon receipt of shareholder approval at a meeting of McEwen shareholders. Such shareholder approval is expected to be sought at the next annual meeting of McEwen shareholders. If this approval is not obtained, McEwen will satisfy the consideration for such subscription receipts in cash, in accordance with the terms of the Amending Agreement.
The amendments apply only to Mr. McEwen and do not affect the consideration to be received by other Canadian Gold shareholders.
Information for Canadian Gold Shareholders
Certificates formerly representing Canadian Gold Shares now represent only the right to receive McEwen Shares to which the holders are entitled pursuant to the Arrangement.
In order to receive their McEwen Shares, registered shareholders of Canadian Gold must deposit their share certificates or DRS advice(s) with a completed Letter of Transmittal, as set forth in the information circular of Canadian Gold dated October 30, 2025. The Letter of Transmittal was mailed to registered shareholders together with the meeting materials for the Canadian Gold meeting and it is also available on Canadian Gold's SEDAR+ profile on www.sedarplus.ca.
Canadian Gold shareholders who own their shares through a broker or other intermediary should contact such broker or other intermediary regarding their receipt of McEwen Shares under the Arrangement. Further information regarding the Arrangement, including instructions on how to exchange Canadian Gold Shares for McEwen Shares, is set out in the management information circular of Canadian Gold dated October 30, 2025, a copy of which is available on the profile of Canadian Gold on SEDAR+ at www.sedarplus.ca.
About McEwen
McEwen shares trade on both the NYSE and TSX under the ticker MUX.
McEwen provides its shareholders with exposure to a growing base of gold and silver production in addition to a very large copper development project, all in the Americas. The gold and silver mines are in prolific mineral-rich regions of the world: the Cortez Trend in Nevada, USA, the Timmins district of Ontario, Canada, and the Deseado Massif in Santa Cruz province, Argentina. McEwen is also reactivating its El Gallo gold and silver mine in Mexico.
The Company has a 46.4% interest in McEwen Copper, which owns the large, long-life, advanced-stage Los Azules copper development project in San Juan province, Argentina – a region that hosts some of the country’s largest copper deposits. According to the last financing for McEwen Copper, the implied value of McEwen’s ownership interest is US$456 million.
The Los Azules copper project is designed to be one of the world’s first regenerative copper mines and carbon neutral by 2038. Its Feasibility Study results were announced in the press release dated October 7, 2025.
McEwen also recently purchased 27.3% of Paragon Advanced Labs Inc., a newly listed public company that is deploying PhotonAssay™ units around the world, a technology that the Company believes is poised to become the new industry standard for assaying precious and base metals, with Paragon aiming to be one of the leading service providers.
Chairman and Chief Owner Rob McEwen has invested over US$200 million personally and takes a salary of $1 per year, aligning his interests with shareholders. He is a recipient of the Order of Canada, a member of the Canadian Mining Hall of Fame and a winner of the EY Entrepreneur of the Year (Energy) award. His objective is to build MUX’s profitability, share value and eventually implement a dividend policy, as he did while building Goldcorp Inc.
McEwen Contact Info and Social Media:
| WEB SITE | SOCIAL MEDIA | |||
| www.mcewenmining.com | McEwen | Facebook: | facebook.com/mceweninc | |
| LinkedIn: | linkedin.com/company/mceweninc | |||
| CONTACT INFORMATION | X: | X.com/mceweninc | ||
| 150 King Street West | Instagram: | instagram.com/mceweninc | ||
| Suite 2800, PO Box 24 | ||||
| Toronto, ON, Canada | McEwen Copper | Facebook: | facebook.com/ mcewencopper | |
| M5H 1J9 | LinkedIn: | linkedin.com/company/mcewencopper | ||
| X: | X.com/mcewencopper | |||
| Relationship with Investors: | Instagram: | instagram.com/mcewencopper | ||
| (866)-441-0690 - Toll free line | ||||
| (647)-258-0395 | Rob McEwen | Facebook: | facebook.com/mcewenrob | |
| Mihaela Iancu ext. 320 | LinkedIn: | linkedin.com/in/robert-mcewen-646ab24 | ||
| info@mcewenmining.com | X: | X.com/robmcewenmux |
Neither the NYSE, TSX or TSX-V have reviewed and do not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by the management of McEwen and Canadian Gold.
Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.
In this news release, forward-looking statements relate to, among other things, statements regarding: the timing of delisting of shares of Canadian Gold from the TSX Venture Exchange, exploration and development potential of Tartan, plans to accelerate and expand the scope of exploration, timing of mine plan engineering and production permitting to potentially restart the mine, the timing of publishing of an updated resource estimate, goals to have Los Azules copper become one of the world's first regenerative copper mines and achieve carbon neutrality by 2038, and the objectives for McEwen. These forward-looking statements are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements. See McEwen Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 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 McEwen.
McEwen and Canadian Gold expressly disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.