McEWEN MINING INC. (TSE:MUX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.

On December20, 2018, McEwen Mining Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald Canada Corporation, as representative of the underwriters listed therein (the “Underwriters”), relating to a “bought deal” private placement (the “Offering”) of 6,634,000 shares of the Company’s common stock (the “Common Stock”). The shares of Common Stock sold in the Offering are considered “flow-through” common shares for purposes of the Income Tax Act (Canada) in that they provide potential tax benefits to the purchasers if the Company uses the proceeds of the Offering for qualified exploration and development expenses. The Company received gross proceeds of approximately $15 million from the Offering, before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company and indemnification obligations of the Company and the Underwriters, including for liabilities arising under the Securities Act of 1933, as amended (the “Act”). The Underwriting Agreement has been filed with this Current Report on Form8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the Company and the Underwriters.

The preceding summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit1.1.

Item 1.01 Unregistered Sales of Equity Securities

The Common Stock sold in the Offering was not registered under the Act in reliance on the exemption provided by Rule903 of Regulation S promulgated under the Act. The sale of the Common Stock was made in an offshore transaction, was not offered or sold to a “U.S. Person” within the meaning of Regulation S and offering restrictions were implemented.

Item 1.01 Regulation FD Disclosure.

On December20, 2018, the Company issued a press release announcing the closing of the Offering, a copy of which is attached hereto as Exhibit99.1.

The information furnished under this Item 1.01, including the exhibit, shall not be deemed “filed” for purposes of Section18 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.