McEwen Mining Inc. Announces Proposed Offering of $85 Million of Convertible Senior Notes

The proposed offering will consist of senior, unsecured obligations known as “Notes.” The offering will be executed through a private placement targeted at qualified institutional buyers, in accordance with Rule 144A under the Securities Act of 1933. In addition, McEwen Mining Inc. has indicated that the initial purchaser will have the option to acquire an additional $15 million in Notes within 13 days of the initial issuance.

Interest on these Notes will be payable semi-annually in arrears. Notably, the Notes can be converted into cash, the company’s common stock, or a combination of both, depending on the company's discretion. The specific terms, including interest rate and conversion rates, will be finalized at the time of pricing.

The net proceeds from the offering—along with any additional funds from the exercise of the initial purchaser's option—are earmarked for several key purposes:

In conjunction with the pricing of the Notes, McEwen Mining Inc. plans to engage in privately negotiated capped call transactions with selected financial institutions. These transactions aim to cover the shares of the common stock that are underlying the Notes. The intent is to minimize dilution upon conversion of the Notes and potentially offset cash payments exceeding the principal amount upon conversion.

The initiation of capped call transactions may lead the option counterparties or their affiliates to engage in derivative transactions related to the company's common stock. This activity could influence the market price of both the common stock and the Notes, potentially affecting the conversion mechanism and the value realized by noteholders.

The offering will be conducted through a private offering memorandum and will not be registered under the Securities Act or any other jurisdiction's securities laws. This means that the Notes and any shares issued upon conversion will not be available for public sale unless they are registered or qualify for an exemption.

McEwen Mining Inc. is classified as an "Eligible Interlisted Issuer," allowing it to bypass certain regulatory requirements typically associated with such transactions, as outlined in the TSX Company Manual.

The press release includes forward-looking statements, highlighting the company's expectations regarding the offering's terms, timing, and intended use of proceeds. However, these statements are subject to various uncertainties and risks, including market conditions and potential changes in the company's operational landscape.

McEwen Mining Inc.'s announcement of an $85 million convertible senior notes offering is a significant development in its financial strategy, showcasing the company's efforts to strengthen its capital structure while addressing upcoming financial obligations. As the mining sector continues to navigate a volatile market, this move could position McEwen Mining favorably for future growth and operational resilience.

For further information, stakeholders can reach out via the company's investor relations contact:

Contact Information

150 King Street West

Suite 2800, PO Box 24

Toronto, ON, Canada

M5H 1J9

Toll-Free: (866)-441-0690

Direct: (647)-258-0395

Email: info@mcewenmining.com