MCEWEN MINING INC. : Significant modification of the rights of security holders, modifications of the articles of association or regulations; Fiscal Year Change, FD Regulation Disclosure, Financial Statements and Exhibits (Form 8-K)

Section 3.03 Material Change in Rights of Securityholders.

To the extent required by Section 3.03 of Form 8-K, the information regarding the Reverse Split (as defined below) contained in Section 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Section 5.03. Amendments to Articles of Incorporation or Bylaws; Tax change


As stated earlier, McEwen Mining Inc. (the “Company”) held its annual meeting of shareholders on July 7, 2022during which the shareholders of the Company approved, among other things, the proposals to: (i) authorize the Board of Directors of the Company (the “Board”), to amend the second amended and restated articles of association of the Company (the “Articles of Incorporation”) to effect a reverse stock split of the ordinary shares of the Company, without par value per share (“Ordinary Shares”), at a ratio of at least one to five ( 1:5) and not more than one to ten (1:10), the exact ratio to be determined by the Board in its discretion (the “Combination”) and (ii) amend the Articles to decrease the number permitted of ordinary shares Shares from 675,000,000 to 200,000,000 (the “authorized capital amendment decrease”).

In accordance with this authority, effective July 27, 2022the company has filed with the Secretary of State for the State of Colorado Articles of Amendment to the Articles of Incorporation which served to (i) effect a one-for-ten reverse stock split of the issued and outstanding common stock of the company on July 27, 2022 at 11:59 p.m. (the “Effective Time”) and (ii) effect the Amendment to the Authorized Capital Reduction. Following the one-for-ten reverse split, at the Effective Time, each of the ten common shares of the Company issued and outstanding immediately prior to the Effective Time were automatically combined and became an ordinary share. As previously indicated, no fractional shares will be issued in connection with the Consolidation. Registered shareholders otherwise entitled to receive fractional common shares will receive cash (without interest or deduction) in lieu of such fractional shares. The Reverse Consolidation will not change the par value of the Ordinary Shares or change the voting rights or other terms of the Ordinary Shares. With the exception of shareholders who receive cash in lieu of a fractional share as a result of the Consolidation, the Consolidation will affect all shareholders evenly. Computershare Trust Company, North Americathe Company’s transfer agent, acts as the exchange agent for the Combination.

At the Effective Time, the number of common shares reserved for issuance pursuant to, the number of shares subject to outstanding grants, the exercise or purchase price per share under with respect to pending awards and other relevant provisions under the amended and updated law of the Company’s Stock Incentive Plan incentives have been appropriately adjusted to reflect the reverse split. The adjustments will be made in accordance with the terms of the plan and will include a proportional increase in the exercise price of outstanding options and a proportional decrease in the number of common shares issuable upon exercise of outstanding options.

In addition, at the Effective Time, the exercise prices and the number of Common Shares issuable upon the exercise of the Company’s outstanding warrants were, in accordance with their terms, increased and decreased, respectively, in proportion to the inverted split ratio.

Section 7.01 Disclosure of FD Regulations

On July 27, 2022, the Company issued a press release announcing the Reverse Split. The press release is filed as Exhibit 99.1 to this Form 8-K.

Information provided under this Section 7.01, including 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 expressly provided by reference to this filing.


Item 9.01 Financial statements and supporting documents.

    (d) Exhibits. The following exhibits are filed or furnished with this report:

   3.1     Articles of Amendment to the Second Amended and Restated Articles of
         Incorporation, effective as of July 27, 2022

   99.1     News Release dated July 27, 2022

104 Cover page interactive data file – cover page XBRL tags are embedded

     within the Inline XBRL document (contained in Exhibit 101)


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