UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)



☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number 001-33190

MCEWEN MINING INC.

(Name of registrant as specified in its charter)


Colorado	84-0796160
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
150 King Street West, Suite 2800, Toronto, Ontario Canada	M5H 1J9
(Address of principal executive offices)	(Zip Code)

(866) 441-0690

(Registrant’s telephone number, including area code)

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, no par value	MUX	New York Stock Exchange (“NYSE”)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☐
	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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262 (b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2023 (the last business day of the registrant’s second fiscal quarter), the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant was $341,313,881 based on the closing price of $7.19 per share as reported on the NYSE. There were 49,440,096 shares of common stock outstanding on March 15, 2024.

Auditor Name : Ernst & Young LLP

Auditor Location : Toronto, Canada

Auditor FirmId : 1263

PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	3
ITEM 11.	EXECUTIVE COMPENSATION	11
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	27
ITEM 13.	CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	28
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	29
PART IV
ITEM 15.	EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES	30

SIGNATURES		34


			Board
			Position
Name	Age	Positions With the Company	Held Since
Robert R. McEwen	74	Chairman of the Board and Chief Executive Officer	2005
Allen V. Ambrose⁽¹⁾⁽²⁾	67	Director	2012
Richard W. Brissenden⁽²⁾⁽³⁾	79	Director	2012
Nicolas Darveau-Garneau	55	Director	2023
Robin E. Dunbar⁽¹⁾⁽³⁾	65	Director	2017
Michelle Makori⁽⁴⁾	46	Director	2023
Dr. Merri J. Sanchez⁽¹⁾	61	Director	2022
William M. Shaver⁽²⁾	76	Interim Chief Operating Officer, Director	2021
Ian J. Ball⁽³⁾⁽⁴⁾	42	Director	2022
Perry Ing	48	Interim Chief Financial Officer	—
Carmen L. Diges	53	General Counsel and Secretary	—
Stefan M. Spears	42	Vice President, Corporate Development	—
Jeffrey Chan	38	Vice President, Finance	—


				Bonus		Stock	Option	All Other
	Year	Salary ($)		($)		Awards ($)	Awards ($)⁽²⁾	Compensation ($)⁽³⁾		Total ($)
Robert R. McEwen	2023	1		—		—	336,330	5,838		342,169
Chairman and Chief Executive Officer	2022	1		—		—	—	3,585		3,586
	2021	1		—		—	—	3,705		3,706
Perry Ing	2023	222,595	⁽¹⁾	36,076	⁽¹⁾	16,887	168,165	—		443,722
Interim Chief Financial Officer⁽⁴⁾⁽⁷⁾	2022	230,743		—		—	—	—		230,743
	2021	—		—		—	—	—		—
William Shaver	2023	289,420	⁽¹⁾	13,852	⁽¹⁾	34,161	201,798	—		539,231
Interim Chief Operating Officer⁽⁵⁾	2022	287,140		—		—	—	—		287,140
	2021	—		—		—	—	—		—
Carmen Diges	2023	89,106	⁽¹⁾	12,552	⁽¹⁾	14,715	67,266	258,071		358,638
General Counsel and Corporate Secretary⁽⁶⁾⁽⁷⁾	2022	—		—		—	—	—		—
	2021	—		—		—	—	—		—
Stefan Spears	2023	170,978	⁽¹⁾	175,000		4,886	67,266	13,434	⁽⁸⁾	439,245
Vice President, Corporate Development ⁽⁷⁾	2022	152,452		—		—	—	9,882	⁽⁸⁾	162,334
	2021	151,974		—		—	—	7,290	⁽⁸⁾	159,264


								All Other		All Other		Grant Date
		Estimated Future			Estimated Future			Stock Awards:		Option Awards:	Exercise or	Fair Value of
		Payouts Under Non-			Payouts Under			Number of		Number of	Base Price	Stock
		Equity Incentive Plan			Equity Incentive Plan			Shares of		Securities	of Option	and Option
Name	Grant Date⁽¹⁾	Awards			Awards			Stocks or		Underlying	Awards	Awards
		Threshold	Target	Maximum	Threshold	Target	Maximum	Units		Options	($/sh)	($)⁽²⁾
Robert R. McEwen	06/29/2023	—	—	—	—	100,000	—	—		—	7.10	336,330
Perry Ing	06/29/2023	—	—	—	—	50,000	—	—		—	7.10	168,165
Perry Ing	09/29/2023	—	—	—	—	—	—	852	⁽³⁾	—	—	5,538
Perry Ing	12/29/2023	—	—	—	—	—	—	14,699	⁽⁴⁾	—	—	105,980
William Shaver	06/29/2023	—	—	—	—	60,000	—	—		—	7.10	201,798
William Shaver	09/29/2023	—	—	—	—	—	—	1,066	⁽³⁾	—	—	6,929
William Shaver	12/29/2023	—	—	—	—	—	—	20,011	⁽⁴⁾	—	—	144,279
Carmen Diges	06/29/2023	—	—	—	—	20,000	—	—		—	7.10	67,266
Carmen Diges	09/29/2023	—	—	—	—	—	—	966	⁽³⁾	—	—	6,279
Carmen Diges	12/29/2023	—	—	—	—	—	—	10,017	⁽⁴⁾	—	—	72,220
Stefan Spears	06/29/2023	—	—	—	—	20,000	—	—		—	7.10	67,266
Stefan Spears	09/29/2023	—	—	—	—	—	—	752	⁽³⁾	—	—	4,886


	Number of Securities Underlying Unexercised Options				Stock Awards
								Incentive
							Equity	Plan
							Incentive	Awards:
							Plan	Market or
							Awards:	Payout
							Number of	Value of
					Number		Unearned	Unearned
					of Shares		Shares,	Shares,
					or Units	Market Value	Units or	Units or
					of Stock	of Shares or	Other	Other
			Option	Option	That	Units That	Rights That	Rights That
			Exercise	Expiration	Have Not	Have Not	Have Not	Have Not
Name	Exercisable ⁽¹⁾	Unexercisable	Price ($)	Date	Vested	Vested	Vested	Vested
Robert R. McEwen	50,000	—	12.50	9/28/2025	—	—	—	—
Robert R. McEwen	—	100,000	7.10	6/28/2028	—	—	—	—
Perry Ing	—	50,000	7.10	6/28/2028	—	—	—	—
William Shaver	—	60,000	7.10	6/28/2028	—	—	—	—
Carmen Diges	—	20,000	7.10	6/28/2028	—	—	—	—
Stefan Spears	—	20,000	7.10	6/28/2028	—	—	—	—


									VALUE OF INITIAL
									FIXED $100 INVESTMENT
									BASED ON
					AVERAGE		AVERAGE				PEER
					SUMMARY		COMPENSATION				GROUP
	SUMMARY				COMPENSATION		ACTUALLY PAID		TOTAL		TOTAL
	COMPENSATION		COMPENSATION		TABLE FOR		TO		SHARE -		SHARE		NET
	TABLE TOTAL FOR		ACTUALLY PAID		NON-PEO		NON-PEO		HOLDER		HOLDER		INCOME(4)		AISC PER
	PEO(1)		TO PEO(1)(6)		NEOS(2)		NEOS(2)(6)		RETURN		RETURN(3)		(MILLIONS)		OUNCE(5)
2023	$	342,169	$	370,451	$	465,977	$	460,061	$	73.20	$	116.03	$	55.30	$	1,615.30
2022	$	3,586	$	(69,110)	$	336,661	$	294,413	$	46.14	$	109.14	$	(81.08)	$	1,687.88
2021	$	3,706	$	(46,710)	$	280,593	$	235,417	$	69.80	$	123.37	$	(56.71)	$	1,634.69

SEC Form 10-K/A filed by McEwen Mining Inc. (Amendment)