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

On March26, 2019, McEwen Mining Inc. (the “Company”) entered into definitive agreements with an institutional investor, and certain directors and officers of the Company, for the purchase and sale of (i)14,193,548 units (the “Units”), each consisting of one share of common stock and one half of a warrant to purchase one share of common stock (the “Warrants”), at a price of $1.55 per Unit, and (ii)1,935,484 subscription receipts (the “Subscription Receipts”), each relating to one Unit, at a price of $1.55 per Subscription Receipt, for aggregate gross proceeds of approximately $25 million (the “Offering”). Each Warrant has an exercise price of $2.00 per whole share of common stock, is immediately exercisable and is exercisable for three years from the date of the closing of the Offering. Each Subscription Receipt automatically entitles the holder to receive, without payment of additional consideration, one Unit, upon the Company’s receipt of necessary shareholder and New York Stock Exchange approvals as provided therein.

The Offering closed on March29, 2019. Proceeds to the Company after deducting placement fees are expected to be approximately $23.5 million, excluding the proceeds, if any, from the exercise of the Warrants, and prior to deducting estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the Offering for advancing its current mining projects and exploration prospects, for additional operating capital and for general working capital purposes.

The sale of Units was made through a securities purchase agreement (the “Securities Purchase Agreement”) between the Company and an institutional investor. The sale of Subscription Receipts was made through subscription receipt agreements (the “Subscription Receipt Agreements”) between the Company and certain officers and directors of the Company. The securities were offered and sold to the Company’s existing shelf registration statement on FormS-3 (File No.333-224476), which was initially filed with the Securities and Exchange Commission (the “SEC”) on April27, 2018 and declared effective by the SEC on July6, 2018. The Company has filed a prospectus supplement, dated March26, 2019, with the SEC in connection with the sale of the securities in the Offering.

The Company also entered into a placement agency agreement (the “Placement Agency Agreement”) on March26, 2019 with Roth Capital Partners, LLC (“Roth”) and A.G.P./Alliance Global Partners (together with Roth, the “Placement Agents”), to which the Placement Agents agreed to serve as exclusive placement agents for the issuance and sale of the securities. to the terms and conditions of the Placement Agency Agreement, the Company agreed to pay the Placement Agents a cash fee equal to 6% of the gross proceeds from the Offering and to reimburse Roth for certain legal and other expenses in connection with the Offering, not to exceed $50,000.

The foregoing descriptions of the terms and conditions of the Placement Agency Agreement, Securities Purchase Agreement, Warrants and Subscription Receipts are not complete and are qualified in their entirety by the full text of the Placement Agency Agreement and forms of Securities Purchase Agreement, Subscription Receipt Agreement, Warrant and Subscription Receipt, which are filed herewith as Exhibits 10.1, 10.2, 10.3, 4.1 and 4.2, respectively, and incorporated into this Item 1.01 by reference.

The Placement Agency Agreement and Securities Purchase Agreement contain customary representations and warranties, covenants, conditions to closing and indemnification provisions that the parties made to, and solely for the benefit of, each other in the context of all of the terms and conditions of those agreements and in the context of the specific relationship between the parties. The provisions of the Placement Agency Agreement and Securities Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements or parties expressly permitted to rely on such provisions and are not intended as documents for investors