UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2022~~March 31, 2023

☐TRANSITION REPORT PURSUANT TO 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.

(Exact name of registrant as specified in its charter)


Colorado		84-0796160
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		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”)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~47,427,562~~47,427,584 shares outstanding as of ~~November 4, 2022.~~May 8, 2023.

Table of Contents

MCEWEN MINING INC.

FORM 10-Q

Index


PART I FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Consolidated Statements of Operations and Comprehensive Loss for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ (unaudited)	3

	Consolidated Balance Sheets at ~~September 30, 2022 (unaudited)~~March 31, 2023 and December 31, ~~2021 (audited)~~2022 (unaudited)	4

	Consolidated Statements of Changes in Shareholders’ Equity for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ (unaudited)	5

	Consolidated Statements of Cash Flows for the ~~nine mnths~~three months ended ~~September 30,2022~~March 31, 2023 and ~~2021~~2022 (unaudited)	6

	Notes to Consolidated Financial Statements (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2118

Item 3.	Quantitative and Qualitative Disclosure about Market Risk	4237

Item 4.	Controls and Procedures	4439

PART II OTHER INFORMATION

Item 5.1.	Legal Proceedings	40

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 3.	Defaults upon Senior Securities	40

Item 4.	Mine Safety Disclosures	4540

Item 5.	Other Information	40

Item 6.	Exhibits	4641

SIGNATURES		4742

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

MCEWEN MINING INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

(in thousands of U.S. dollars, except per share)


	Three months ended September 30,				Nine months ended September 30,				Three months ended March 31,
	2022		2021		2022		2021		2023		2022
Revenue from gold and silver sales	$	10,208	$	37,129	$	66,397	$	101,575	$	34,752	$	25,542
Revenue from gold sales to Auramet (Note 16)		15,780		—		15,780		—
Total revenue		25,988		37,129		82,177		101,575
Production costs applicable to sales		(20,172)		(30,760)		(70,939)		(85,481)		(23,413)		(27,824)
Depreciation and depletion		(4,313)		(6,025)		(11,494)		(16,677)		(6,896)		(3,712)
Gross profit (loss)		1,503		344		(256)		(583)		4,443		(5,994)

OTHER OPERATING EXPENSES:
Advanced projects - Los Azules		(7,623)		(1,036)		(31,460)		(1,036)		(31,880)		(9,756)
Advanced projects - Other		(1,194)		(2,977)		(3,414)		(5,599)		(1,680)		(1,379)
Exploration		(3,929)		(6,245)		(11,432)		(18,117)		(5,900)		(3,210)
General and administrative		(4,352)		(3,467)		(8,789)		(8,384)		(3,441)		(1,981)
Income (loss) from investment in Minera Santa Cruz S.A. (Note 9)		758		(2,650)		2,149		(5,077)
Loss from investment in Minera Santa Cruz S.A. (Note 9)										(3,461)		(1,120)
Depreciation		(214)		(94)		(494)		(244)		(282)		(142)
Reclamation and Remediation (Note 11)		(526)		(1,309)		(2,559)		(2,725)
Reclamation and remediation (Note 11)										(630)		(527)
		(17,080)		(17,778)		(55,999)		(41,182)		(47,274)		(18,115)
Operating loss		(15,577)		(17,434)		(56,255)		(41,765)		(42,831)		(24,109)

OTHER INCOME (EXPENSE):
Interest and other finance expenses, net		(1,817)		(2,072)		(5,096)		(4,440)
Other income (Note 4)		6,328		1,264		16,000		6,471
Total other income (expense)		4,511		(808)		10,904		2,031
Interest and other finance income (expenses), net										8,464		(1,640)
Other (expense) income (Note 3)										(2,579)		3,871
Total other income										5,885		2,231
Loss before income and mining taxes		(11,066)		(18,242)		(45,351)		(39,734)		(36,946)		(21,878)
Income and mining tax recovery		524		841		1,339		3,878		536		814
Net loss after income and mining taxes		(10,542)		(17,401)		(44,012)		(35,856)		(36,410)		(21,064)
Net gain attributable to non-controlling interests (Note 18)		12		—		300		—
Net (income) loss attributable to non-controlling interests (Note 17)										(6,666)		334
Net loss and comprehensive loss attributable to McEwen shareholders	$	(10,530)	$	(17,401)	$	(43,712)	$	(35,856)	$	(43,076)	$	(20,730)

Net loss per share (Note 13):
Basic and Diluted	$	(0.21)	$	(0.38)	$	(0.91)	$	(0.79)
Weighted average common shares outstanding (thousands) (Note 1, Note 13):
Basic and Diluted		50,778		45,919		48,218		45,345
Basic and diluted									$	(0.91)	$	(0.45)
Weighted average common shares outstanding (thousands) (Note 13):
Basic and diluted										47,428		46,402

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

MCEWEN MINING INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands of U.S. dollars)


	September 30,		December 31,		March 31,		December 31,
	2022 (Unaudited)		2021		2023		2022
ASSETS
Current assets:
Cash and cash equivalents (Note 17)	$	54,882	$	54,287
Restricted cash (Note 17)		—		2,550
Cash and cash equivalents (Note 4)					$	190,776	$	39,782
Investments (Note 5)		1,431		1,806		1,591		1,295
Receivables, prepaids and other assets (Note 6)		9,603		10,591		7,543		8,840
Inventories (Note 7)		30,152		15,792		23,560		31,735
Total current assets		96,068		85,026		223,470		81,652
Mineral property interests and plant and equipment, net (Note 8)		346,501		342,303		342,516		346,281
Investment in Minera Santa Cruz S.A. (Note 9)		92,824		90,961		89,990		93,451
Inventories (Note 7)		4,843		2,543		16,773		2,432
Restricted cash (Note 17)		3,797		3,797
Restricted cash (Note 16)						4,227		3,797
Other assets		1,103		711		703		1,106
TOTAL ASSETS	$	545,136	$	525,341	$	677,679	$	528,719

LIABILITIES & SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	30,508	$	39,615	$	46,155	$	42,521
Contract liability (Note 16)		4,715		—		2,335		6,155
Flow-through share premium (Note 12)		4,414		1,572		2,703		4,056
Debt, current portion (Note 10)		4,000		—		16,000		10,000
Lease liabilities		1,534		2,901		1,167		1,215
Reclamation and remediation liabilities (Note 11)		12,889		5,761		12,797		12,576
Other liabilities (Note 18)		—		2,550
Tax liabilities						8,231		7,663
Total current liabilities		58,060		52,399		89,388		84,186
Lease liabilities		790		1,515		968		1,191
Debt (Note 10)		59,834		48,866		48,124		53,979
Reclamation and remediation liabilities (Note 11)		25,200		29,691		29,410		29,270
Other liabilities		2,927		2,929		4,507		3,819
Total liabilities	$	146,811	$	135,400	$	172,397	$	172,445

Shareholders’ equity:
Common shares: 47,428 as of September 30, 2022 and 45,919 as of December 31, 2021 issued and outstanding (in thousands) (Note 1, Note 12)	$	1,644,285	$	1,615,596
Non-controlling interests (Note 18)		38,184		14,777
Common shares: 47,428 as of March 31, 2023 issued and outstanding (in thousands) (Note 12)					$	1,754,086	$	1,644,145
Non-controlling interests (Note 17)						115,608		33,465
Accumulated deficit		(1,284,144)		(1,240,432)		(1,364,412)		(1,321,336)
Total shareholders’ equity		398,325		389,941		505,282		356,274
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY	$	545,136	$	525,341	$	677,679	$	528,719

The accompanying notes are an integral part of these consolidated financial statements.

Commitments and contingencies: Note 16

Table of Contents

MCEWEN MINING INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

(in thousands of U.S. dollars and shares)

Common Stock

and Additional

Paid-in Capital

Accumulated

Non-controlling

Three months ended September 30, 2021 and 2022:

Shares

Amount

Deficit

Interests
Total
Balance, June 30, 2021

45,919

$
1,589,974

$
(1,202,003)

$
—

$
387,971
Stock-based compensation

—

294

—

—

294
Issuance of equity by subsidiary (Note 18)

—

25,086

—

14,914

40,000
Net loss

—

—

(17,401)

—

(17,401)
Balance, September 30, 2021

45,919

$
1,615,354

$
(1,219,404)

$
14,914

$
410,864

Balance, June 30, 2022

47,428

$
1,633,513

$
(1,273,614)

$
22,082

$
381,981
Stock-based compensation

—

123

—

—

123
Issuance of equity by subsidiary (Note 18)

—

10,736

—

16,114

26,850
Share repurchase (Note 1)

—

(87)

—

—

(87)
Net loss

—

—

(10,530)

(12)

(10,542)
Balance, September 30, 2022

47,428

$
1,644,285

$
(1,284,144)

$
38,184

$
398,325

Common Stock

and Additional

Paid-in Capital

Accumulated

Non-controlling

Nine months ended September 30, 2021 and 2022:

Shares

Amount

Deficit

Interests
Total

Balance, December 31, 2020

41,659

$
1,548,876

$
(1,183,548)

$
—

$
365,328

Stock-based compensation

—

732

—

—

732

Sale of flow-through shares

1,260

10,785

—

—

10,785

Sale of shares for cash

3,000

29,875

—

—

29,875

Issuance of equity by subsidiary (Note 18)

—

25,086

—

14,914

40,000

Net loss

—

—

(35,856)

—

(35,856)

Balance, September 30, 2021

45,919

$
1,615,354

$
(1,219,404)

$
14,914

$
410,864

Balance, December 31, 2021

45,919

$
1,615,596

$
(1,240,432)

$
14,777

$
389,941

Stock-based compensation

—

313

—

—

313

Sale of flow-through shares

1,450

10,320

—

—

10,320

Shares issued for debt refinancing

59

500

—

—

500

Issuance of equity by subsidiary (Note 18)

—

17,643

—

23,707

41,350

Share repurchase (Note 1)

—

(87)

—

—

(87)

Net loss

—

—

(43,712)

(300)

(44,012)

Balance, September 30, 2022

47,428

$
1,644,285

$
(1,284,144)

$
38,184

$
398,325


	Common Stock
	and Additional
	Paid-in Capital			Accumulated		Non-controlling
	Shares	Amount		Deficit		Interests		Total
Balance, December 31, 2021	459,188	$	1,615,596	$	(1,240,432)	$	14,777		$	389,941
Stock-based compensation	—		183		—		—			183
Sale of flow-through common stock	14,500		10,320		—		—			10,320
Net loss	—		—		(20,730)		(334)			(21,064)
Balance, March 31, 2022	473,688	$	1,626,099	$	(1,261,162)	$	14,443		$	379,380

Balance, December 31, 2022	47,428	$	1,644,145	$	(1,321,336)	$	33,465		$	356,274
Stock-based compensation	—		28		—		—			28
Proceeds from McEwen Copper financing (Note 17)	—		109,913		—		75,477			185,390
Net income (loss)	—		—		(43,076)		6,666			(36,410)
Balance, March 31, 2023	47,428	$	1,754,086	$	(1,364,412)	$	115,608		$	505,282

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

MCEWEN MINING INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands of U.S. dollars)


	Nine months ended September 30,				Three months ended March 31,
	2022		2021		2023		2022
Cash flows from operating activities:
Net loss	$	(44,012)	$	(35,856)	$	(36,410)	$	(21,064)
Adjustments to reconcile net loss from operating activities:
(Income) loss from investment in Minera Santa Cruz S.A. (Note 9)		(2,149)		5,077
Loss from investment in Minera Santa Cruz S.A. (Note 9)						3,461		1,120
Depreciation and amortization		12,166		15,402		7,263		3,606
Loss (gain) on investments (Note 5)		375		(20)
Gain on sale of mineral property interests		—		(2,270)
Unrealized foreign exchange gain and adjustment to estimate (Note 11)		(999)		(8)
Unrealized gain on investments (Note 5)						(296)		(618)
Reclamation accretion and adjustments to estimate (Note 11)						631		722
Income and mining tax recovery		(1,339)		(3,878)		(536)		(814)
Stock-based compensation		313		732		28		183
Reclamation and remediation (Note 11)		4,009		2,725
Change in non-cash working capital items:
Decrease (increase) in other assets related to operations		(14,590)		7,481
Decrease in liabilities related to operations		(4,326)		(8,461)
Change in other assets related to operations						(2,732)		(763)
Change in liabilities related to operations						(17)		2,008
Cash used in operating activities	$	(50,552)	$	(19,076)	$	(28,608)	$	(15,620)

Cash flows from investing activities:
Net additions to mineral property interests and plant and equipment	$	(17,140)	$	(28,483)	$	(4,950)	$	(4,045)
Investment in marketable equity securities (Note 5)		—		492
Dividends received from Minera Santa Cruz S.A. (Note 9)		286		7,561
Cash used in investing activities	$	(16,854)	$	(20,430)	$	(4,950)	$	(4,045)

Cash flows from financing activities:
Proceeds from sale of shares, net of issuance costs (Note 18)	$	41,263	$	29,875
Sale of flow-through common shares, net of issuance costs (Note 12)		14,376		11,966
Proceeds from McEwen Copper financing (Note 17)					$	185,390	$	—
Issuance of flow-through common shares, net of issuance costs (Note 12)						—		14,376
Proceeds from promissory note (Note 10 and Note 14)		15,000		40,000		—		15,000
Subscription proceeds received in advance (Note 18)		(2,850)		2,550
Subscription proceeds received in advance						—		300
Payment of finance lease obligations		(2,338)		(4)		(408)		(215)
Cash provided by financing activities	$	65,451	$	84,387	$	184,982	$	29,461
(Decrease) increase in cash, cash equivalents and restricted cash		(1,955)		44,881
Increase in cash, cash equivalents and restricted cash						151,424		9,796
Cash, cash equivalents and restricted cash, beginning of period		60,634		24,438		43,579		60,634
Cash, cash equivalents and restricted cash, end of period (Note 17)	$	58,679	$	69,319
Cash, cash equivalents and restricted cash, end of period					$	195,003	$	70,430

Supplemental disclosure of cash flow information:
Cash received (paid) during period for:
Interest paid	$	(4,305)	$	(3,676)	$	(1,253)	$	(1,202)
Interest received		10		11		9,044		6

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

MCEWEN MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September 30, 2022~~March 31, 2023

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

NOTE 1 NATURE OF OPERATIONS AND BASIS OF PRESENTATION

McEwen Mining Inc. (the “Company”) was organized under the laws of the State of Colorado on July 24, 1979. The Company ~~is engaged in the exploration, development, production~~produces and ~~sale of~~sells gold and silver ~~and exploration and development of copper.~~

~~The Company operates~~from its operations in Canada, the United States and Argentina, and has a pipeline of exploration assets in Canada, the United States, Mexico and Argentina.

The Company owns a 100% interest in the Gold Bar ~~gold~~ mine in Nevada, United States, the ~~Black~~ Fox ~~gold mine~~Complex in Ontario, Canada, the ~~El Gallo gold project and the~~ Fenix ~~silver-gold project~~Project in Sinaloa, Mexico and a portfolio of exploration properties in Nevada, Canada, Mexico and Argentina. As of ~~September 30, 2022,~~March 31, 2023, the Company also owns a ~~68%~~51.9% interest in ~~the Los Azules copper deposit in San Juan, Argentina through its subsidiary,~~ McEwen Copper Inc. (“McEwen Copper”)., which holds the Los Azules copper project in San Juan, Argentina and the Elder Creek exploration project in Nevada, United States. It also owns a 49% interest in Minera Santa Cruz S.A. (“MSC”), owner of the producing San José silver-gold mine in Santa Cruz, Argentina, which is operated by the joint venture majority owner Hochschild Mining plc. The Company reports its investment in McEwen Copper as a controlling interest and its investment in MSC as an equity investment.

The interim consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and are unaudited. While information and note disclosures normally included in annual financial statements ~~which are~~and prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, the Company believes that the information and disclosures included in the interim consolidated financial statements are adequate and not misleading. Therefore, these interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto and the summary of significant accounting policies included in the Company’s annual report on Form 10-K for the year ended December 31, 2022. Except as noted below, there have been no material changes in the footnotes from those accompanying the audited consolidated financial statements contained in the Company’s Form 10-K for the year ended December 31, 2022.

In management’s opinion, the unaudited Consolidated Statements of Operations and Comprehensive Loss (“Statement of Operations”) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the unaudited Consolidated Balance Sheet as at ~~September 30, 2022~~March 31, 2023 and the audited Consolidated Balance Sheet as at December 31, ~~2021,~~2022, the unaudited Consolidated Statement of Changes in Shareholders’ Equity for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ and the unaudited Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ contained herein, reflect all adjustments, consisting solely of normal recurring items, which are necessary for the fair presentation of the Company’s financial position, results of operations and cash flows on a basis consistent with that of the Company’s prior audited consolidated financial statements. However, the results of operations for the interim periods may not be indicative of results to be expected for the full fiscal year. Therefore, these financial statements should be read in conjunction with the audited financial statements and notes thereto and the summary of significant accounting policies included in the Company’s annual report on Form 10-K/A for the year ended December 31, 2021. Except as noted below, there have been no material changes in the footnotes from those accompanying the audited consolidated financial statements contained in the Company’s Form 10-K/A for the year ended December 31, 2021. The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated. Investments over which the Company exerts significant influence but does not control through majority ownership are accounted for using the equity method.

One-For-Ten Share ~~consolidation~~Consolidation and Articles of Amendment

Effective after the close of trading on July 27, 2022, the Company filed Articles of Amendment to its Second Amended and Restated Articles of Incorporation with the Colorado Secretary of State to, among other items, effect a ~~one-for-ten~~one-for-ten reverse split of its outstanding common stock. This reverse split, or consolidation, resulted in every 10 shares of common stock outstanding immediately prior to the effective date being converted into one share of common stock after the effective date. The consolidation was effected following approval by the shareholders in order for the Company to regain compliance with the NYSE listing requirements, specifically those requiring a minimum share trading price of $1 per share. The consolidation was effective for trading purposes on July 28, 2022. Following the consolidation, the ~~company~~Company purchased fractional shares resulting from the split. All share and per share amounts in the consolidated financial statements have been retroactively restated to reflect the consolidation.

The Articles of Amendment also served to reduce the Company’s authorized capital from 675,000,002 shares to 200,000,002 shares, with 200,000,000 shares being common stock and 2 shares being a special preferred stock.

Table of Contents

MCEWEN MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September 30, 2022~~March 31, 2023

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

~~NOTE 2 SIGNIFICANT ACCOUNTING ISSUES~~

~~Flow-through Issuance and Equity Financing~~

During the nine months ended September 30, 2022, the Company completed a Canadian Exploration Expenditures (“CEE”) flow-through common share financing for gross proceeds of $15.1 million. In March 2022, the Company issued a $15.0 million unsecured subordinated promissory note and amended the terms of its $50.0 million senior secured term loan facility (Note 10). In June 2022 and August 2022, a subsidiary of the Company secured an additional $15.0 million and $28.9 million, respectively, of equity financing for its Los Azules project in Argentina (Note 18).

During the nine months ended September 30, 2021, the Company raised gross proceeds of $12.7 million through a Canadian Development Expenses (“CDE”) flow-through common share issuance and proceeds of $31.5 million through an equity financing (Note 12). In addition, a subsidiary of the Company secured an additional $40.0 million of equity financing for its Los Azules project in Argentina (Note 18).

NOTE 32 OPERATING SEGMENT REPORTING

The Company is a mining and minerals production and exploration company focused on precious and base metals in the United States, Canada, Mexico, and Argentina. The Company’s chief operating decision maker (“CODM”) reviews the operating results, assesses performance and makes decisions about the allocation of resources to these segments at the geographic region level or major mine/project level where the economic characteristics of the individual mines or projects within a geographic region are not alike. As a result, these operating segments also represent the Company’s reportable segments for accounting purposes. The Company’s business activities that are not considered operating segments are included in General and Administrative and Other Income or Expense line item in the below table, and are provided ~~in this note~~ for reconciliation purposes.

The CODM reviews segment income or loss, defined as gold and silver sales less production costs applicable to sales, depreciation and depletion, advanced projects and exploration costs, for all segments except for the MSC segment, which is evaluated based on the attributable equity income or loss. Gold and silver sales and production costs applicable to sales for the reportable segments are reported net of intercompany transactions.

Capital expenditures include costs capitalized in mineral property interests and plant and equipment in the respective periods.

Significant information relating to the Company’s reportable operating segments for the periods presented is summarized in the tables below:

Three months ended September 30, 2022

USA

Canada

Mexico

MSC

Los Azules

Total

Three months ended March 31, 2023

USA

Canada

Mexico

MSC

McEwen Copper

Total

Revenue from gold and silver sales

12,596

13,058

334

—

25,988

11,587

23,165

—

34,752

Production costs applicable to sales

(12,357)

(6,196)

(1,619)

—

(20,172)

(9,341)

(14,072)

—

(23,413)

Depreciation and depletion

(1,514)

(2,799)

—

(4,313)

(1,260)

(5,636)

—

(6,896)

Gross profit (loss)

(1,275)

4,063

(1,285)

—

1,503

Gross profit

986

3,457

—

4,443

Advanced projects

(4)

(30)

(1,160)

—

(7,623)

(8,817)

(289)

—

(1,391)

—

(31,880)

(33,560)

Exploration

(1,055)

(2,733)

—

(141)

(3,929)

(773)

(4,740)

—

(387)

(5,900)

Income from investment in Minera Santa Cruz S.A.

—

758

—

758

Segment income (loss)

(2,334)

1,300

(2,445)

758

(7,764)

(10,485)

Loss from investment in Minera Santa Cruz S.A.

—

(3,461)

—

(3,461)

Segment loss

(76)

(1,283)

(1,391)

(3,461)

(32,267)

(38,478)

General and administrative and other

(581)

1,532

Loss before income and mining taxes

(11,066)

(36,946)

Capital expenditures

1,012

4,080

2,827

—

159

8,078

2,991

2,773

—

954

6,718

Table of Contents

MCEWEN MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September 30, 2022~~March 31, 2023

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)


Three months ended March 31, 2022	USA		Canada		Mexico		MSC		McEwen Copper		Total
Revenue from gold and silver sales	$	11,742	$	12,896	$	904	$	—	$	—	$	25,542
Production costs applicable to sales		(14,172)		(8,647)		(5,005)		—		—		(27,824)
Depreciation and depletion		(818)		(2,894)		—		—		—		(3,712)
Gross profit (loss)		(3,248)		1,355		(4,101)		—		—		(5,994)

Advanced projects		(45)		(91)		(1,243)		—	$	(9,756)		(11,135)
Exploration		(1,449)		(1,700)		(1)		—	$	(60)		(3,210)
Loss from investment in Minera Santa Cruz S.A.		—		—		—		(1,120)	$	—		(1,120)
Segment loss	$	(4,742)	$	(436)	$	(5,345)	$	(1,120)	$	(9,816)	$	(21,459)
General and administrative and other												(419)
Loss before income and mining taxes											$	(21,878)

Capital expenditures	$	277	$	3,546	$	—	$	—	$	234	$	4,057

Geographic Information

Geographic information includes the long-lived asset balances and revenues presented for the Company’s operating segments, as follows:


	Long-lived Assets				Revenue ⁽¹⁾
	March 31,		December 31,		Three months ended March 31,
	2023		2022		2023		2022
USA ⁽²⁾	$	75,957	$	70,577	$	11,587	$	11,742
Canada		95,326		91,552		23,165		12,896
Mexico		29,218		29,219		—		904
Argentina ⁽³⁾		253,707		255,718		—		—
Total consolidated	$	454,208	$	447,066	$	34,752	$	25,542

(1)	Presented based on the location from which the precious metals originated.

(2)	Includes Elder Creek exploration property of $0.8 million as of March 31, 2023 (December 31, 2022 - $0.8 million).

(3)	Includes Investment in MSC of $90.0 million as of March 31, 2023 (December 31, 2022 –$93.5 million)

Nine months ended September 30, 2022

USA


Canada

Mexico

MSC

Los Azules

Total
Revenue from gold and silver sales

$
34,334

$
46,200

$
1,643

$
—

$
—

$
82,177
Production costs applicable to sales

(34,834)

(26,103)

(10,002)

—

—

(70,939)
Depreciation and depletion

(3,275)

(8,219)

—

—

—

(11,494)
Gross profit (loss)

(3,775)

11,878

(8,359)

—

—

(256)

Advanced projects

(52)

(227)

(3,135)

—

(31,460)

(34,874)
Exploration

(3,747)

(7,056)

—

—

(629)

(11,432)
Impairment of mineral property interests and plant and equipment (Note 8)

—

—

—

—

—

—
Income from investment in Minera Santa Cruz S.A.

—

—

—

2,149

—

2,149
Segment income (loss)

$
(7,574)

$
4,595

$
(11,494)

$
2,149

$
(32,089)

$
(44,413)
General and Administrative and other

(938)
Loss before income and mining taxes

$
(45,351)

Capital expenditures

$
1,508

$
11,633

$
2,827

$
—

$
544

$
16,512

NOTE 3 OTHER INCOME

The following is a summary of other income for the three months ended March 31, 2023 and 2022:

Three months ended September 30, 2021

USA

Canada

Mexico

MSC

Los Azules

Total
Revenue from gold and silver sales

$
21,683

$
14,227

$
1,219

$
—

$
—

$
37,129
Production costs applicable to sales

(18,753)

(9,635)

(2,372)

—

—

(30,760)
Depreciation and depletion

(2,140)

(3,885)

—

—

—

(6,025)
Gross profit (loss)

790

707

(1,153)

—

—

344

Advanced projects

(234)

(871)

(1,872)

—

(1,036)

(4,013)
Exploration

(1,432)

(4,817)

4

—

—

(6,245)
Loss from investment in Minera Santa Cruz S.A.

—

—

—

(2,650)

—

(2,650)
Segment loss

$
(876)

$
(4,981)

$
(3,021)

$
(2,650)

$
(1,036)

$
(12,564)
General and administrative and other

(5,678)
Loss before income and mining taxes

$
(18,242)

Capital expenditures

$
353

$
10,775

$
—

$
—

$
—

$
11,128


	Three months ended March 31,
	2023		2022
Unrealized and realized gain on investments (Note 5)	$	296	$	445
Foreign currency gain on Blue Chip Swap		7,993		2,189
Foreign currency (loss) gain, other		(10,641)		798
Other (expense) income, net		(227)		439
Total other (expense) income	$	(2,579)	$	3,871

Nine months ended September 30, 2021

USA

Canada

Mexico

MSC

Los Azules

Total
Revenue from gold and silver sales

$
60,919

$
34,966

$
5,690

$
—

$
—

$
101,575
Production costs applicable to sales

(53,376)

(22,622)

(9,483)

—

—

(85,481)
Depreciation and depletion

(6,208)

(10,469)

—

—

—

(16,677)
Gross profit (loss)

1,335

1,875

(3,793)

—

—

(583)

Advanced projects

(203)

(2,058)

(3,338)

—

(1,036)

(6,635)
Exploration

(3,887)

(12,532)

(14)

—

(1,684)

(18,117)
Loss from investment in Minera Santa Cruz S.A.

—

—

—

(5,077)

—

(5,077)
Segment loss

$
(2,755)

$
(12,715)

$
(7,145)

$
(5,077)

$
(2,720)

$
(30,412)
General and Administrative and other

(9,322)
Loss before income and mining taxes

$
(39,734)

Capital expenditures

$
1,110

$
20,342

$
—

$
—

$
—

$
21,452

During the three months ended March 31, 2023, the Company completed two Blue Chip Swap transactions to transfer funds from its Canadian USD bank account to Argentina. These funds were used for the continued development of the Los Azules Copper project. The Company realized a net gain of $7.5 million comprised of a foreign currency gain of $7.9 million and a realized loss on investments of $0.4 million, including the impact of fees and commissions. For the three months ended March 31, 2022, the Company completed three Blue Chip Swap transactions and realized a net gain of $2.1 million comprised of a foreign currency gain of $2.2 million and a realized loss on investments of $0.1 million.

Table of Contents

MCEWEN MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September 30, 2022~~March 31, 2023

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

~~Geographic Information~~

~~Geographic information includes the long-lived asset balances and revenues presented for the Company’s operating segments, as follows:~~

Long-lived Assets

Revenue ⁽¹⁾

Revenue ⁽¹⁾

September 30,

December 31,

Three months ended September 30,

Nine months ended September 30,


2022

2021

2022

2021

2022

2021
USA

$
38,404

$
37,877

$
12,596

$
21,683

$
34,334

$
60,919
Canada

95,570

93,294

13,058

14,227

46,200

34,966
Mexico

29,385

26,561

334

1,219

1,643

5,690
Argentina ⁽²⁾

285,709

282,583

—

—

—

—
Total consolidated ⁽³⁾

$
449,068

$
440,315

$
25,988

$
37,129

$
82,177

$
101,575

~~(1)~~

~~Presented based on the location from which the precious metals originated.~~

~~(2)~~

~~Includes Investment in MSC and other subsidiaries of~~ ~~$92.8~~ ~~million as of September 30, 2022 (December 31, 2021~~ –~~$90.9~~ ~~million).~~

~~(3)~~

~~Total excludes~~ ~~$0.4~~ ~~million related to the Company's Right of use office lease asset as the business activities related to corporate are not considered to be a part of the operating segments.~~

NOTE 4 ~~OTHER INCOME~~CASH AND CASH EQUIVALENTS

The following istable provides a ~~summary~~reconciliation of ~~other income for~~cash and cash equivalents reported in the ~~three and nine months ended September 30, 2022 and 2021:~~Consolidated Balance Sheets:

Three months ended September 30,

Nine months ended September 30,


2022

2021

2022

2021
COVID-19 Relief

$
—

$
611

$
—

$
3,447
Unrealized and realized gain (loss) on investments

(1,367)

18

(754)

20
Foreign currency gain on Blue Chip Swap

5,721

—

12,309

—
Foreign currency gain, other

1,412

654

3,880

751
Other income (loss), net

562

(19)

565

2,253
Total other income

$
6,328

$
1,264

$
16,000

$
6,471


	March 31, 2023		December 31, 2022
Cash and cash equivalents held in USD	$	45,697	$	36,305
Cash and cash equivalents held in ARS¹		143,796		2,144
Cash and cash equivalents held in other currencies		1,283		1,333
Total cash and cash equivalents	$	190,776	$	39,782

(1)

Argentine Peso (“ARS”)

~~During~~As of March 31, 2023, the ~~three and nine months ended September 30,~~cash balance of ARS $29.5 billion was converted to the USD using the official exchange rate of 209.0:1. As of December 31, 2022, the ~~Company recognized $nil (three and nine months ended September 30, 2021 - $0.6 million and $3.4 million, respectively)~~cash balance of ~~other income through COVID-19 relief from~~ARS $0.4 billion was converted to the ~~Canadian government via~~USD using the ~~Canadian Emergency Wage Subsidy and Canada Emergency Rent Subsidy programs.~~

From time to time, the Company may acquire and transfer marketable securities (“Blue Chip Swap”) to facilitate intragroup funding transfers between the U.S. parent and its Argentine subsidiary. The Blue Chip Swap transaction utilizes the existing loan structure between the Company’s Canadian, Cayman Islands, and Argentina entities. The Company does not acquire marketable securities or engage in these transactions for speculative purposes. Under this strategy, the Company generally uses marketable securitiesofficial exchange rate of large, well-established companies, with high trading volumes and low volatility. The Company does this to improve cash management for funding its Argentinean subsidiary. Nonetheless, as the process to acquire, transfer and ultimately sell the marketable securities occurs over several days, some fluctuations are unavoidable.

177.2:1.

As ~~the marketable securities are acquired~~of March 31, 2023, of $190.8 million of cash and cash equivalents, $149.1 million in cash and $9.7 million in bankers’ acceptance notes with ~~the intention of a near term sale, generally less than seven~~maturity dates between 34 to 81 days ~~they are considered financial instruments that are~~were held for trading. Accordingly, all changes in the fair value of the instruments, between acquisition and disposition, are recognized through operations in the Consolidated Statements of Operations. Upon receipt of the transferred equity instruments by the local investment broker, the Company realizes an immediate foreign exchange impact. This foreign exchange impact is incurred directly as a result of holding equity instruments with the intention of trading, and as such the foreign exchange impact is also recognized through operations.

~~Table of Contents~~

~~MCEWEN MINING INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~September 30, 2022~~

~~(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)~~

For the nine months ended September 30, 2022, the Company completed eight blue chip swap transactions to transfer funds from its Canadian USD bank account to Argentina. These funds were used for the continued development of the Los Azules Copper project. For the three and nine months ended September 30, 2022, the Company realized a net gain of $5.5 million and $11.6 million, respectively. The net gain for the three and nine months ended September 30, 2022 was comprised of a foreign currency gain of $5.7 million and $12.3 million and a realized loss on investments of $0.2 million and $0.7 million, respectively, including the impact of fees and commissions. No similar transactions occurred in 2021.

McEwen Copper.

NOTE 5 INVESTMENTS

The following is a summary of the activity in investments for the ~~nine~~three months ended ~~September 30, 2022:~~March 31, 2023:

As at

Additions/

Net gain

Disposals/

Unrealized

As at

Additions/

Net gain

Disposals/

Unrealized

As at

December 31,

transfers during

(loss) on

transfers during

gain (loss) on

September 30,

December 31,

transfers during

(loss) on

transfers during

gain on

March 31,

2021

period

securities sold

period

securities held

2022

period

securities sold

period

securities held

2023

Marketable equity securities – fair value

1,644

—

(375)

1,269

1,133

—

296

1,429

Warrants

162

—

162

—

162

Total Investments

1,806

—

(375)

1,431

1,295

—

296

1,591

On June 23, 2021, the Company closed the sale of two projects in Nevada, Limousine Butte and Cedar Wash, with Nevgold Corp. (“Nevgold”). In addition to $0.5 million cash received as part of the consideration, the Company received 4,963,455 common shares and 2,481,727 warrants of Nevgold. Upon issuance, the common shares received by the Company represented 10% of the issued and outstanding shares of Nevgold. The warrants have an exercise price of ~~$0.60~~C$0.60 per share and are exercisable until June 23, 2023. The common shares trade on the TSX Venture Exchange.

NOTE 6 RECEIVABLES, PREPAIDS AND OTHER CURRENT ASSETS

The following is a breakdown of balances in receivables, prepaids and other assets as at ~~September 30, 2022,~~March 31, 2023 and December 31, ~~2021:~~2022:


	September 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Government sales tax receivable	$	1,989	$	3,708	$	2,467	$	2,868
Prepaids and other assets		7,614		6,883		5,076		5,972
Receivables, prepaid and other current assets	$	9,603	$	10,591	$	7,543	$	8,840

Included in government sales tax receivable for the nine months ended September 30, 2022 is $0.2 million of harmonized sales tax (“HST”) receivable from the Company’s operations in Black Fox (December 31, 2021 - $2.2 million).

Government sales tax receivable includes $0.8 million of Mexican value-added tax (“VAT”) at September 30, 2022 (December 31, 2021 – $0.9 million). The Company collected $1.2 million of VAT during the nine months ended September 30, 2022 (September 30, 2021 – $1.1 million).

1110

Table of Contents

MCEWEN MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September 30, 2022~~March 31, 2023

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

NOTE 7 INVENTORIES

Inventories at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 consisted of the following:


	September 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Material on leach pads	$	8,425	$	4,660	$	16,564	$	7,571
In-process inventory		4,203		3,049		3,797		3,674
Stockpiles		14,010		5,105		11,275		15,392
Precious metals		1,550		1,819		1,896		2,119
Materials and supplies		6,807		3,702		6,801		5,411
	$	34,995	$	18,335	$	40,333	$	34,167
Less long-term portion		(4,843)		(2,543)		(16,773)		(2,432)
Current portion	$	30,152	$	15,792
					$	23,560	$	31,735

During the ~~nine~~three months ended ~~September 30,~~March 31, 2022, inventory at the ~~Black~~ Fox Complex, El Gallo and Gold Bar ~~operation~~operations were written down to their estimated net realizable value by ~~$1.6~~$0.8 million, ~~$4.6~~$3.4 million and $nil respectively. During the nine months ended September 30, 2021, inventory at the Black Fox, El Gallo and Gold Bar operation were written down to their estimated net realizable value by $0.4 million, $2.5 million and $1.4 million respectively. Of these write-downs, a total of ~~$5.9~~$4.2 million ~~(nine months ended September 30, 2021 – $4.0 million)~~ was included in production costs applicable to sales and ~~$0.3 million~~$nil was included in depreciation and depletion ~~(nine months ended September 30, 2021 - $0.3 million)~~ in the Statement of Operations.

NOTE 8 MINERAL PROPERTY INTERESTS AND PLANT AND EQUIPMENT

The applicable definition of proven and probable reserves is set forth in the new Regulation S-K 1300 requirements of the SEC. If proven and probable reserves exist at the Company’s properties, the relevant capitalized mineral property interests and asset retirement costs are charged to expense based on the units of production method upon commencement of production. The Company’s Gold Bar Mine and ~~Black Fox~~San José properties have proven and probable reserves estimated in accordance with ~~Regulation~~ S-K 1300. The ~~El Gallo Project~~Fox Complex is depleted and depreciated using the ~~straight line~~units-of-production method over the stated mine life, as the project does not have proven and probable reserves ~~as defined in Regulation~~compliant with S-K 1300.

The Company reviews and evaluates its long-lived assets for impairment on a quarterly basis or when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Once it is determined that impairment exists, an impairment loss is measured as the amount by which the asset carrying value exceeds its estimated fair value.

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, no indicators of impairment have been noted for any of the Company’s mineral property interests.

NOTE 9 INVESTMENT IN MINERA SANTA CRUZ S.A. (“MSC”) – SAN JOSÉ MINE

The Company accounts for investments over which it exerts significant influence but does not control through majority ownership using the equity method of accounting. MSC is operated by the Company’s joint venture partner, Hochschild Mining PLC.

In applying the equity method of accounting, ~~to the Company’s investment in MSC,~~ MSC’s financial statements, which are originally prepared by MSC in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, have been adjusted to conform with U.S. GAAP. As such, the summarized financial data presented under this heading is presented in accordance with U.S. GAAP.

1211

Table of Contents

MCEWEN MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September 30, 2022~~March 31, 2023

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

A summary of the operating results for MSC for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ is as follows:


	Three months ended September 30,				Nine months ended September 30,				Three months ended March 31,
	2022		2021		2022		2021		2023		2022
Minera Santa Cruz S.A. (100%)
Revenue from gold and silver sales	$	65,278	$	72,098	$	176,808	$	195,797	$	45,740	$	39,207
Production costs applicable to sales		(48,930)		(47,911)		(130,231)		(125,167)		(41,124)		(31,789)
Depreciation and depletion		(9,376)		(11,690)		(21,629)		(28,422)		(8,230)		(6,896)
Gross profit		6,972		12,498		24,948		42,209
Gross (loss) profit										(3,614)		522
Exploration		(1,960)		(2,710)		(6,788)		(7,887)		(1,952)		(1,735)
Other expenses⁽¹⁾		(5,648)		(8,010)		(16,000)		(28,231)		(3,234)		(3,880)
Net income (loss) before tax	$	(636)	$	1,777	$	2,160	$	6,091
Net loss before tax									$	(8,800)	$	(5,093)
Current and deferred tax expense		4,318		(2,336)		7,247		(5,902)		3,315		3,807
Net income (loss)	$	3,682	$	(559)	$	9,407	$	189
Net loss									$	(5,485)	$	(1,286)

Portion attributable to McEwen Mining Inc. (49%)
Net income (loss)	$	1,804	$	(273)	$	4,610	$	93
Portion attributable to McEwen Mining Inc. (49%)
Net loss									$	(2,687)	$	(630)
Amortization of fair value increments		(1,228)		(2,481)		(2,929)		(5,571)		(884)		(613)
Income tax recovery		182		104		468		401		110		123
Income (loss) from investment in MSC, net of amortization	$	758	$	(2,650)	$	2,149	$	(5,077)
Loss from investment in MSC, net of amortization									$	(3,461)	$	(1,120)

(1) Other expenses include foreign exchange, accretion of asset retirement obligations and other finance-related expenses.

The income or loss from the investment in MSC attributable to the Company includes amortization of the fair value increments arising from the initial purchase price allocation and related income tax recovery. The income tax recovery reflects the impact of the devaluation of the Argentine peso against the U.S. dollar on the peso-denominated deferred tax liability recognized at the time of acquisition, as well as income tax rate changes over the periods.

Changes in the Company’s investment in MSC for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 and year ended December 31, ~~2021~~2022 are as follows:


	Nine months ended September 30, 2022		Year ended December 31, 2021		Three months ended March 31, 2023		Year ended December 31, 2022
Investment in MSC, beginning of period	$	90,961	$	108,326	$	93,451	$	90,961
Attributable net income from MSC		4,610		132
Attributable net (loss) income from MSC						(2,687)		6,303
Amortization of fair value increments		(2,929)		(8,331)		(884)		(4,155)
Income tax recovery		468		666		110		628
Dividend distribution received		(286)		(9,832)		—		(286)
Investment in MSC, end of period	$	92,824	$	90,961	$	89,990	$	93,451

~~During~~A summary of the ~~three~~key assets and ~~nine months ended September 30, 2022,~~liabilities of MSC as at March 31, 2023, before and after adjustments for fair value increments arising from the ~~Company received $nil and $0.3 million in dividends from MSC, respectively (three and nine months ended September 30, 2021 – $nil and $7.6 million, respectively).~~purchase price allocation, are as follows:


As at March 31, 2023	Balance excluding FV increments		Adjustments		Balance including FV increments
Current assets	$	81,676	$	705	$	82,381
Total assets	$	188,078	$	79,484	$	267,562

Current liabilities	$	(52,936)	$	—	$	(52,936)
Total liabilities	$	(82,855)	$	(1,071)	$	(83,926)

1312

Table of Contents

MCEWEN MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September 30, 2022~~March 31, 2023

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

NOTE 10 DEBT

A ~~summary~~reconciliation of the ~~key assets~~Company’s debt for the three months ended March 31, 2023 and ~~liabilities of MSC on a 100% basis as at September 30,~~for the year ended December 31, 2022 ~~before and after adjustments to fair value on acquisition and amortization of the fair value increments arising from the purchase price allocation, are~~is as follows:

As at September 30, 2022

Balance excluding FV increments

Adjustments

Balance including FV increments
Current assets

$
89,774

$
1,151

$
90,925
Total assets

$
197,130

$
84,120

$
281,250

Current liabilities

$
(57,912)

$
—

$
(57,912)
Total liabilities

$
(90,203)

$
(1,622)

$
(91,825)


	Three months ended March 31, 2023		Year ended December 31, 2022
Balance, beginning of year	$	63,979	$	48,866
Promissory notes - initial recognition		—		15,000
Interest expense		1,347		5,488
Interest payments		(1,202)		(4,875)
Financing fee		-		(500)
Balance, end of period	$	64,124	$	63,979
Less: current portion		16,000		10,000
Long-term portion	$	48,124		53,979

~~NOTE 10 DEBT~~

~~$50~~ ~~Million Term Loan Facility~~

On August 10, 2018, the Company finalized a $50.0 million senior secured three-year term loan facility with a third party, as administrative agent, and the lenders party thereto. Interest on the loan accrued at the rate of 9.75% per annum with interest due monthly and was secured by a lien on certain of the Company’s and its subsidiaries’ assets.

~~On June 25, 2020, the Company entered into an Amended and Restated Credit Agreement (“ARCA”) which refinanced the outstanding $50.0 million loan and included the following revisions:~~

●

Scheduled repayments were extended by two years; monthly repayments of principal in the amount of $2.0 million were due beginning on August 31, 2022, and continuing for 11 months, followed by a final principal payment of $26.0 million, and any accrued interest on August 31, 2023 (but, later extended, as described below).

●

Additionally, the minimum working capital maintenance requirement was reduced from $10.0 million under the original term loan to $nil between June 30, 2020 through December 31, 2020, and from $10.0 million to $2.5 million from March 31, 2021 until the end of 2021. The working capital requirement increased to $5.0 million at March 31, 2022, $7.0 million at June 30, 2022, and $10 million at September 30, 2022, and each fiscal quarter thereafter (further amended, see below).

●

The Company issued 2,091,700 shares of common stock valued at $1,875,000 to the lenders as consideration for the maintenance, continuation, and extension of the maturity date of the loan. The value of the shares plus the unamortized costs of the original term loan are being amortized over the modified term of the loan.

●

Sprott Private Resource Lending II (Collector), LP replaced Royal Capital Management Corp. as the administrative agent and a lender. An affiliate of Robert R. McEwen remained as a lender. The remaining principal terms of the original agreement remained unchanged.

~~On March 31, 2022, further amendments were made to the ARCA which refinanced the outstanding $50.0 million loan and which terms differed in material respects from the previous amendment as follows:~~

●

Scheduled repayments of the principal were extended by 18 months thereafter; monthly repayments of principal in the amount of $2.0 million are now due beginning on August 31, 2023, and continuing for 18 months, followed by a final principal payment of $12.0 million, and any accrued interest on March 31, 2025.

●

The minimum working capital maintenance requirement was reduced from $10.0 million under the amended term loan to $5.0 million at March 31, 2022 and until March 31, 2023. The working capital requirement increases to $7.0 million at June 30, 2023 and $10 million at September 30, 2023 and each fiscal quarter thereafter.

~~Table of Contents~~

~~MCEWEN MINING INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~September 30, 2022~~

~~(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)~~

●

The Company issued shares of common stock valued at $0.5 million to the unaffiliated lender as consideration for the maintenance, continuation, and extension of the maturity date of the loan. The value of the shares plus the unamortized costs of the original term loan are being amortized over the modified term of the loan.

~~The remaining principal terms of the original agreement remained unchanged. The Company is currently in full compliance with all covenants under the ARCA.~~

~~$15~~ ~~Million Subordinated Promissory Note~~

On March 31, 2022, the Company issued a $15.0 million unsecured subordinated promissory note to a company controlled by Robert R. McEwen, the Chairman and Chief Executive Officer of the Company (“Promissory Note”). The Promissory Note is payable in full on or before September 25, 2025, interest is payable monthly at a rate of 8% per annum. The promisory note is subordinated to the ARCA loan facility.

~~A reconciliation of the Company’s long-term debt for the nine months ended September 30, 2022 and for the year ended December 31, 2021 is as follows:~~

Nine months ended September 30, 2022

Year ended
December 31, 2021
Balance, beginning of year

$
48,866

$
48,160
Promissory note- initial recognition

15,000

—
Interest expense

4,114

5,581
Interest payments

(3,646)

(4,875)
Bonus interest - Equity based financing fee

(500)

—
Balance, end of period

$
63,834

$
48,866
Less current portion

4,000

—
Long-term portion

$
59,834

$
48,866

NOTE 11 ASSET RETIREMENT OBLIGATIONS

The Company is responsible for the reclamation of certain past and future disturbances at its properties. The most significant properties subject to these obligations are the Gold Bar and Tonkin properties in Nevada, the ~~Timmins~~Fox Complex properties in Canada and the El Gallo Project in Mexico.

A reconciliation of the Company’s asset retirement obligations for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 and for the year ended December 31, ~~2021~~2022 are as follows:


	Nine months ended September 30, 2022		Year ended December 31, 2021		Three months ended March 31, 2023		Year ended December 31, 2022
Asset retirement obligation liability, beginning balance	$	35,452	$	34,000	$	41,846	$	35,452
Settlements		(372)		(2,225)		(270)		(774)
Accretion of liability		1,572		2,405		610		2,354
Revisions to estimates and discount rate		2,436		1,257		20		5,664
Foreign exchange revaluation		(999)		15		1		(850)
Asset retirement obligation liability, ending balance	$	38,089	$	35,452	$	42,207	$	41,846
Less current portion		12,889		5,761		12,797		12,576
Long-term portion	$	25,200	$	29,691	$	29,410	$	29,270

Reclamation expense in the Statement of Operations includes adjustments for updates in the reclamation liability for properties that do not have reserves in compliance with S-K 1300. Reclamation accretion for all properties is as follows:


	Three months ended March 31,
	2023		2022
Reclamation adjustment reflecting updated estimates	$	20	$	—
Reclamation accretion		610		527
Total	$	630		527

1513

Table of Contents

MCEWEN MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September 30, 2022~~March 31, 2023

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

~~The Company’s reclamation expenses for the periods presented consisted of the following:~~

Three months ended September 30,

Nine months ended September 30,

2022

2021

2022

2021
Reclamation adjustment reflecting updated estimates

$
—

$
830

$
986

$
1,256
Reclamation accretion

526

479

1,573

1,470
Total

$
526

$
1,309

$
2,559

2,725

NOTE 12 SHAREHOLDERS’ EQUITY

Equity Issuances

Flow-Through Shares Issuance – Canadian Exploration Expenditures (“CEE”)

On March 2, 2022, the Company issued 1,450,000 flow-through common shares priced at $10.40 per share for gross proceeds of $15.1 million. The proceeds of this offering have been or will be used for the continued development of the Company’s properties in the Timmins region of Canada. The total proceeds were allocated between the sale of tax benefits and the sale of common shares. The total issuance costs related to the issuance of the flow-through shares were $0.8 million, which were accounted for as a reduction to the value of the common shares. The net proceeds of $14.4 million were allocated between the sale of tax benefits in the amount of $4.1 million and the sale of common shares in the amount of $10.3 million.

On December 31, 2020, the Company issued 766,990 flow-through common shares priced at $12.80 per share for gross proceeds of $9.8 million. The purpose of this offering was to fund exploration activities on the Company’s properties in the Timmins region of Canada. No issuance costs were incurred as part of this issuance. Proceeds of $9.8 million were allocated between the sale of tax benefits in the amount of $2.1 million and the sale of common shares in the amount of $7.7 million.

On September 10, 2020, the Company issued 629,816 flow-through common shares priced at $16.50 per share for gross proceeds of $10.4 million. The purpose of this offering was also to fund exploration activities on the Company’s properties in the Timmins region of Canada. The total issuance costs related to the issuance of the flow-through shares were $0.6 million, which were accounted for as a reduction to the common shares. The net proceeds of $9.8 million were allocated between the sale of tax benefits in the amount of $2.0 million and the sale of common shares in the amount of $7.8 million.

The Company is required to spend ~~these~~the flow-through share proceeds from the 2022 issuance on flow-through eligible CEE as defined by subsection 66.1(6) of the Income Tax Act (Canada). As of ~~September 30, 2022,~~March 31, 2023, the Company had incurred a total of ~~$18.9~~$5.6 million in eligible CEE ~~($12.7 million as~~(as of December 31, ~~2021 and $6.2 million as of September 30, 2022)~~2022 – $1.0 million). The Company expects to fulfill its remaining CEE commitments ~~from its most recent common share flow through offering~~ of ~~$15.1~~$9.5 million by the end of 2023.

~~Flow-Through Shares Issuance – Canadian Development Expenses (“CDE”)~~

On January 29, 2021, the Company issued 1,260,060 flow-through common shares priced at $10.10 per share for gross proceeds of $12.7 million. The purpose of this offering was to fund the continued development of the Froome deposit. The total issuance costs related to the issuance of the flow-through shares were $0.7 million, which were accounted for as a reduction to the common shares. The net proceeds of $12.0 million were allocated between the sale of tax benefits in the amount of $1.2 million and the sale of common shares in the amount of $10.8 million.

The Company is required to spend these flow-through share proceeds on flow-through eligible CDE as defined by subsection 66.2(5) of the Income Tax Act (Canada). The Company satisfied the total of $12.7 million CDE requirement during 2021.

~~Table of Contents~~

~~MCEWEN MINING INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~September 30, 2022~~

~~(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)~~

Shareholders’ Distributions

Pursuant to the ~~ARCA (~~~~Note 10~~),Amended and Restated Credit Agreement, the Company is prevented from paying any dividends on its common stock, so long as the loan is outstanding.

NOTE 13 NET LOSS PER SHARE

Basic net loss per share is computed by dividing the net loss attributable to the Company’s common shareholders by the weighted average number of common shares outstanding during the period. Potentially dilutive instruments are not included in the calculation of diluted net loss per share for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ as they would be anti-dilutive.

For the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, all the outstanding stock options ~~(467,499)~~(409,470) and all of the outstanding warrants ~~(2,977,077)~~(2,976,816) were excluded from the computation of diluted loss per share. Similarly, for the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the outstanding stock options ~~(646,005)~~(599,110) and the outstanding warrants (2,977,077) were excluded.

NOTE 14 RELATED PARTY TRANSACTIONS

The Company recorded the following expense in respect to the related parties outlined below during the periods presented:


	Three months ended September 30,				Nine months ended September 30,				Three months ended March 31,
	2022		2021		2022		2021		2023		2022
Lexam L.P.		—		4		—		78
REVlaw		49		69	$	303		210	$	48		214

The Company has the following outstanding accounts payable balances in respect to the related parties outlined below:


	September 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
REVlaw	$	66		137	$	160		112

REVlaw is a company owned by Carmen Diges, General Counsel & Secretary of the Company. The legal services of Ms. Diges as General Counsel & Secretary and other support staff, as needed, are provided by REVlaw in the normal course of business and have been recorded at their exchange amount.

An affiliate of ~~Mr.~~Robert R. McEwen, Chairman and Chief Executive Officer participated as a lender in the $50.0 million term loan to which the Company is borrower by providing $25.0 million of the total $50.0 million funding and continued as such under the ARCA. During the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, the Company paid $0.6 million, ~~and $1.8 million, respectively~~ (three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 – $0.6 ~~million and $1.8 million, respectively)~~million) in interest to this affiliate. The payments to the affiliate of Mr. McEwen are on the same terms as the non-affiliated ~~lender~~ lender. Interest is payable monthly at a rate of 9.75% per annum.

Table of Contents

MCEWEN MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2023

(~~Note 10)~~.tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

On March 31, 2022, the Company issued a $15.0 million unsecured subordinated promissory note to a company controlled by Mr. McEwen. The Promissory Note is payable in full on or before September 25, 2025, interest is payable monthly at a rate of 8% per annum and is subordinated to the ARCA loan facility. The amount of interest paid for the period ended ~~September 30,2022 is $0.5~~March 31, 2023 was $0.3 million ~~(Note 10)~~(March 31, 2022 – $nil).

On August 23, 2021, an affiliate of Mr. McEwen participated in the Series B private placement offering conducted by McEwen Copper, the Company’s subsidiary that owns and is developing the Los Azules copper project ~~(Note 18).~~

~~Table of Contents~~

~~MCEWEN MINING INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~September 30, 2022~~

~~(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)~~

NOTE 15 FAIR VALUE ACCOUNTING

As required by accounting guidance, certain assets and liabilities on the Consolidated Balance Sheets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Warrants

Upon initial recognition, the warrants received as part of the asset sale to Nevgold (Note 5) were valued using the Black-Scholes valuation model as they are not quoted in an active market. The warrants have been accounted for as equity investment at cost. Average volatility of 94.6% was determined based on a selection of similar junior mining companies. The warrants are exercisable upon receipt and have an exercise price of $0.60 per share and expire June 23, 2023. As of ~~September 30, 2022,~~March 31, 2023, no warrants related to the Nevgold transaction have been exercised.

Assets and liabilities measured at fair value on a recurring basis.

The following table identifies certain of the Company’s assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, as reported in the Consolidated Balance Sheets:


	Fair value as at September 30, 2022						Fair value as at December 31, 2021						Fair value as at March 31, 2023						Fair value as at December 31, 2022
	Level 1		Level 2		Total		Level 1		Level 2		Total		Level 1		Level 2		Total		Level 1		Level 2		Total
Marketable equity securities	$	1,269	$	—	$	1,269	$	1,644	$	—	$	1,644	$	1,429	$	—	$	1,429	$	1,133	$	—	$	1,133
Total investments	$	1,269	$	—	$	1,269	$	1,644	$	—	$	1,644	$	1,429	$	—	$	1,429	$	1,133	$	—	$	1,133

Marketable equity securities that the Company holds are exchange-traded and are valued using quoted market prices in active markets and as such are classified within Level 1 of the fair value hierarchy. The fair value of the investment is calculated as the quoted market price of the marketable equity security multiplied by the number of shares held by the Company.

The fair value of financial assets and liabilities held at ~~September 30, 2022~~March 31, 2023 were assumed to approximate their carrying values due to their historically negligible credit losses.

Debt is recorded at a carrying value of ~~$63.8~~$64.1 million (December 31, ~~2021~~2022 – ~~$48.9~~$64.0 million). The debt is not traded on quoted markets and approximates its fair value based on recent refinancing.

~~Impairment of Mineral Property~~

~~During the nine months ended September 30, 2022, there were no indicators of impairment for the Company’s long-lived assets and the Company did not record any impairments.~~

NOTE 16 COMMITMENTS AND CONTINGENCIES

In addition to the commitments for payments on operating and finance leases and the repayment of long-term debt (Note 10), as at ~~September 30, 2022,~~March 31, 2023, the Company has the following commitments and contingencies:

Reclamation Obligations

As part of its ongoing business and operations, the Company is required to provide ~~surety~~ bonding for its environmental reclamation obligations. As at March 31, 2023, the Company had a surety facility in place to cover all its bonding obligations, which include $27.8 million of ~~$25.3 million~~bonding in Nevada ~~pertaining primarily to the Tonkin~~ and ~~the Gold Bar properties and $11.4~~$11.5 million (C$15.6 million) of bonding in Canada with respect to the Black Fox Complex. In addition, under Canadian regulations, the Company was required to deposit approximately $0.1 million with respect to its Lexam properties in Timmins, which is recorded as non-current restricted cash (~~Note 17)~~.Canada.

1815

Table of Contents

MCEWEN MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September 30, 2022~~March 31, 2023

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

~~Surety Bonds~~

As at September 30, 2022, the Company had a surety facility in place to cover all its bonding obligations, which include $25.3 million of bonding in Nevada and $11.4 million (C$15.6 million) of bonding in Canada. The terms of the facility carry an average annual financing fee of 2.3% and require a deposit of 10%. The surety bonds are available for draw-down by the beneficiary in the event the Company does not perform its reclamation obligations. If the specific reclamation requirements are met, the beneficiary of the surety bonds will release the instrument to the issuing entity. The Company believes it is in compliance with all applicable bonding obligations and will be able to satisfy future bonding requirements, through existing or alternative means, as they arise. As at ~~September 30, 2022,~~March 31, 2023, the Company recorded ~~$3.8~~$4.2 million in restricted cash in non-current assets as a deposit against the surety facility.

Streaming Agreement

As part of the acquisition of the Black Fox Complex in 2017, the Company assumed a gold purchase agreement (streaming contract) related to production from certain land claims. The Company is obligated to sell 8% of gold production from the Black Fox mine and 6.3% from the adjoining Pike River property (Black Fox extension) to Sandstorm Gold Ltd. at the lesser of market price or $561 per ounce (with inflation adjustments of up to 2% per year) until 2090.

The Company records the revenue from these shipments based on the contract price at the time of delivery to the customer. During the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, the Company recorded revenue of $0.4 million ~~and $1.2 million, respectively (for the three and nine months ended September 30, 2021 – $0.3 million and $0.9 million, respectively)~~(2022 - $0.4 million) related to the gold stream sales.

Flow-through Eligible Expenses

On March 2, 2022, the Company completed a flow-through share issuance for gross proceeds of $15.1 million. The proceeds of this offering ~~will~~are required to be used for the continued ~~development~~exploration of the Company’s properties in the Timmins region of Canada. As at ~~September 30, 2022, the Company has not started to incur the required CEE spend.~~

~~In January 2021, the Company closed a flow-through share issuance to fund the development at the Froome deposit. The Company incurred the full required spend of $12.7 million in CDE during 2021.~~

~~In 2020, the Company completed two flow-through share issuances. The total proceeds of $18.3 million have been used to incur qualifying CEE in the Timmins region of Ontario by December~~March 31, ~~2022. As of September 30, 2022,~~2023, the Company has incurred ~~$18.9~~$5.6 million of the required CEE spend ~~($12.7 million as of December 2021)~~ and expects to fulfill the remaining ~~$1.3~~$9.5 million of the CEE commitments by the end of ~~2023~~ ~~(Note 12)~~.

2023.

Prepayment Agreement

On July 27, 2022, the Company entered into a precious metals purchase agreement with Auramet International LLC (“Auramet”). Under this agreement, the Company may sell the gold on a Spot Basis, on a Forward Basis and on a Supplier Advance basis, i.e. the gold is priced and paid for while the gold is:

(i)

at a mine for a maximum of 15 business days before shipment; or

(ii)

in-transit to a refinery; or

(iii)

while being refined at a refinery.

During the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, the Company received the combined net proceeds of ~~$20.5~~$22.8 million from the sales on a Supplier Advance Basis. The Company recorded revenue of ~~$15.8~~$26.7 million related to the gold sales, with the remaining ~~$4.7~~$2.3 million representing ~~2,860~~1,200 ounces pledged but not yet delivered to Auramet, recorded as a contract liability on the Consolidated Balance Sheets.

Other potential contingencies

The Company’s mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment, and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

1916

Table of Contents

MCEWEN MINING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September 30, 2022~~March 31, 2023

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

~~NOTE 17 CASH, CASH EQUIVALENTS AND RESTRICTED CASH~~

The ~~following table provides a reconciliation of cash, cash equivalents,~~Company and ~~restricted cash reported~~its predecessors have transferred their interest in ~~the~~ ~~Consolidated Balance Sheets~~several mining properties to ~~the amounts disclosed in the~~ ~~Consolidated Statements of Cash Flows~~:

September 30, 2022

December 31, 2021
Cash and cash equivalents

$
54,882

$
54,287
Restricted cash - current

-

2,550
Restricted cash - non-current

3,797

3,797
Total cash, cash equivalents, and restricted cash

$
58,679

$
60,634

~~As of September 30, 2022, of $54.9 million of cash and cash equivalents, $13.3 million in cash and $40 million in bankers’ acceptance notes with maturity dates between~~ 34 ~~to 81 days are held by McEwen Copper.~~third parties throughout its history. The ~~non-current portion of restricted cash includes deposits~~Company could remain potentially liable for environmental enforcement actions related to its prior ownership of such properties. However, the ~~Company’s reclamation obligations and surety facility~~ ~~(Note 16).~~Company has no reasonable belief that any violation of relevant environmental laws or regulations has occurred regarding these transferred properties.

NOTE 1817 NON-CONTROLLING INTERESTS

On ~~August~~February 23, ~~2021,~~2023, the Company ~~announced that~~and its subsidiary, McEwen Copper, closed the ~~first tranche~~equity financing with a single investor, FCA Argentina S.A., an Argentinian subsidiary of Stellantis N.V (“Stellantis”), which consisted of a ~~Series B~~ private placement ~~offering in which~~of 2,850,000 additional common shares issued by McEwen Copper ~~issued 4,000,000 common shares at a price of $10.00 per share~~ for gross proceeds of ~~$40.0 million. An affiliate~~ARS $20.9 billion ($108.8 million) and a secondary sale of ~~Mr. McEwen purchased all the~~an additional 1,250,000 shares ~~in this first tranche. As of August 23, 2021 and December 31, 2021, the affiliate held 18.6% ownership~~ of McEwen ~~Copper. As~~Copper common stock indirectly owned by the Company for aggregate proceeds of ~~September 30, 2022, this ownership was decreased~~ARS $9.1 billion ($46.6 million).

On March 15, 2023, Nuton LLC, a current shareholder of McEwen Copper and subsidiary of Rio Tinto (“Nuton”), exercised its preemptive rights under an existing shareholder agreement to ~~15.57% due to~~purchase 350,000 shares of McEwen Copper common stock directly from McEwen Copper for aggregate proceeds of $6.6 million. On the ~~closing~~same date, the Company and Nuton closed a secondary sale of an additional 1,250,000 shares of McEwen Copper common stock indirectly owned by the ~~second and the third tranches~~Company for aggregate proceeds of ~~Series B private placement offering.~~

$23.4 million.

As a result of the ~~common shares issued,~~transactions, the Company’s ~~100%~~68.1% ownership in McEwen Copper was reduced by ~~18.6%~~16.2% to ~~81.4%~~51.9%. The Company ~~assessed 18.6% as non-redeemable non-controlling interests. Consequently,~~determined that it still controlled McEwen Copper and, consequently, the Company recorded ~~$14.9~~$72.1 million as non-controlling interests and ~~$25.1 million as additional paid-in-capital on the Consolidated Balance Sheets in 2021.~~

On June 21, 2022, the Company announced that McEwen Copper had closed the second tranche of the Series B private placement offering in which McEwen Copper issued 1,500,000 additional common shares at a price of $10.00 per share for gross proceeds of $15.0 million.

As a result of the common shares issued, the Company’s 81.4% ownership in McEwen Copper was reduced by 5.31% to 76.09%. The Company assessed 23.91% as non-redeemable non-controlling interests. Consequently, the Company recorded $7.6 million as non-controlling interests and $7.4$113.3 million as additional paid-in-capital in ~~2022.~~

On August 31, 2022, the Company announced that McEwen Copper had closed its third and final tranche of the Series B private placement offering under which McEwen Copper issued 2,685,000 additional common shares at a price of $10.00 per share for gross proceeds of $26.9 million.2023.

As ~~a result~~ of ~~the common shares issued, the Company’s 76.09% ownership in McEwen Copper was reduced by 7.96% to 68.13%. The Company assessed 31.87% as non-redeemable non-controlling interests. Consequently,~~March 31, 2023, the Company recorded ~~$16.1~~$6.7 million asnet income attributed to non-controlling interests ~~and $10.8 million as additional paid-in-capital in 2022.~~

~~On September 30,~~of 48.1% (March 31, 2022 ~~the Company recorded~~- $0.3 million net loss attributed to non-controlling interests of ~~31.87%~~18.6%).

2017

Table of Contents

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In the following discussion, “McEwen ~~Mining”,~~Mining,” the ~~“Company”, “we”, “our”,~~“Company,” “we,” “our,” and “us” refers to McEwen Mining Inc. and as the context requires, its consolidated subsidiaries.

The following discussion analyzes our financial condition at ~~September 30, 2022~~March 31, 2023 and compares it to our financial condition at December 31, ~~2021.~~2022. The discussion also analyzes our results of operations for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and compares those to the results for the three ~~and nine~~ months ended ~~September 30, 2021.~~March 31, 2022. Regarding properties or projects that are not in production, we provide some details of our plan of operation. We suggest that you read this discussion in conjunction with MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS and our audited consolidated financial statements contained in our annual report on Form ~~10-K/A~~10-K for the year ended December 31, ~~2021.~~2022.

The discussion contains financial performance measures that are not prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP” or “GAAP”). Each of the following is a non-GAAP measure: adjusted net income or loss, adjusted net income or loss per share, cash gross profit, cash costs, cash cost per ounce, all-in sustaining costs (“AISC”), all-in sustaining cost per ounce, average realized price per ounce, and liquid assets. These non-GAAP measures are used by management in running the business and we believe they provide useful information that can be used by investors to evaluate our performance and our ability to generate cash ~~flows and our liquidity.~~flows. These measures do not have standardized definitions and should not be relied upon in isolation or as a substitute for measures prepared in accordance with GAAP. Cash Costs equals Production Costs Applicable to Sales and is used interchangeably throughout ~~this report.~~the document.

For a reconciliation of these non-GAAP measures to the amounts included in our Consolidated Statements of Operations and Comprehensive Loss for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ and to our Consolidated Balance Sheets as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, and certain limitations inherent in such measures, please see the discussion under “Non-GAAP Financial Performance ~~Measures”,~~Measures,” beginning on page ~~36.~~30.

This discussion also includes references to “advanced-stage ~~properties”,~~properties,” which are defined as properties for which advanced studies and reports have been completed indicating the presence of mineralized material or proven and probable reserves, or that have obtained or are in the process of obtaining the required ~~permits.~~permitting. Our designation of certain properties as “advanced-stage properties” should not suggest that we have or ever will have proven or probable reserves at those properties as defined by ~~Regulation~~ S-K 1300.

~~OVERVIEW~~

~~We were organized under the laws of the State of Colorado on July 24, 1979. We are engaged in the exploration, development, production and sale of gold and silver and exploration for copper.~~

We operate in the United States, Canada, Mexico and Argentina. We own a 100% interest in the Gold Bar mine in Nevada, the Fox Complex gold mines in Ontario, Canada, the El Gallo project and the Fenix silver-gold project in Sinaloa, Mexico, a 68% interest in the Los Azules copper deposit in San Juan, Argentina, and a portfolio of exploration properties in Nevada, Canada, Mexico and Argentina. We also own a 49% interest in Minera Santa Cruz S.A. (“MSC”), owner of the producing San José silver-gold mine in Santa Cruz, Argentina, which is operated by the joint venture majority owner, Hochschild Mining plc.

In this report, “Au” represents gold; “Ag” represents silver; “oz” represents troy ounce; “t” represents metric tonne; “gpt” represents grams per metric tonne; “ft.” represents feet; “m” represents meter; “sq.” represents square; and C$ refers to Canadian dollars. All of our financial information is reported in United States (U.S.) dollars unless otherwise noted. Throughout this Management’s Discussion and Analysis (“MDA”), the reporting periods for the three months ended ~~September 30,~~on March 31, 2023 and March 31, 2022 ~~and 2021~~ are abbreviated as ~~Q3/22~~Q1/23 and ~~Q3/21~~~~, respectively, and~~Q1/22, the reporting ~~periods~~ for the ~~nine months~~year ended ~~September 30,~~December 31, 2022 ~~and 2021 are~~is abbreviated as ~~9M/22~~the full year 2022. All quarterly and other interim results are unaudited.~~9M/21, respectively.~~

In addition, in this report, gold equivalent ounces (“GEO”) includes gold and silver ounces ~~converted to gold equivalent~~ calculated based on a silver to gold ratio of 84:1 for Q1/23, and 78:1 for Q1/22. Beginning with Q2/19, we adopted a variable silver to gold ratio for reporting that approximates the ~~first quarter~~average price during each fiscal quarter.

OVERVIEW

The Company was organized under the laws of ~~2022, 83:1~~the State of Colorado on July 24, 1979. We produce and sell gold and silver ~~to gold ratio for~~from our operations in Canada, the ~~second quarter~~United States and Argentina, and have a pipeline of exploration assets in Canada, the United States, Mexico and Argentina.

The Company owns a 100% interest in the Gold Bar mine in Nevada, United States, the Fox Complex in Ontario, Canada, the Fenix Project in Sinaloa, Mexico and a portfolio of exploration properties in Nevada, Canada, Mexico and Argentina. As of March 31, 2023, the Company also owns a 51.9% interest in McEwen Copper Inc. (“McEwen Copper”), which holds the Los Azules copper project in San Juan, Argentina and the Elder Creek exploration project in Nevada, United States. It also owns a 49% interest in Minera Santa Cruz S.A. (“MSC”), which owns the producing San José silver-gold mine in Santa Cruz, Argentina and is operated by MSC’s majority owner, Hochschild Mining plc. The Company reports its investment in McEwen Copper as a controlling interest and its investment in MSC as an equity investment.

2118

Table of Contents

~~of 2022, 90:1 silver~~In this report, “Au” represents gold; “Ag” represents silver; “oz” represents troy ounce; “t” represents metric tonne; “g/t” represents grams per metric tonne; “ft” represents feet; “m” represents meter; “sq” represents square; C$ refers to ~~gold ratio for the third quarter of 2022, 68:1 silver~~Canadian dollars; and ARS refers to ~~gold for the first quarter of 2021, 68:1 for the second quarter of 2021 and 83:1 silver to gold ratio for the third quarter of 2021.~~

~~Response to the COVID-19 Pandemic~~

We are continuing to closely monitor and respond, as possible, to the ongoing COVID-19 pandemic. As the situation continues to evolve, ensuring the health and safety of the Company’s employees and contractors is oneArgentine pesos. All of our ~~top priorities.~~

~~The long-term impact of the COVID-19 pandemic on our results of operations,~~ financial position and cash flows will depend on future developments, including the duration and spread of the outbreak, variants of the COVID-19 virus, related advisories and restrictions and the success and acceptance of various vaccines, and other adverse effects caused (or contributed to) by pandemic, such as supply chain constraints, labor shortages and inflationary pressures. Managementinformation is ~~actively monitoring the global situation and its effect on our financial condition, liquidity, operations, suppliers, industry and workforce.~~

In response to the need to protect our employees and our company, we formed our COVID-19 Task Team. The Task Team consists of management members from each operating site and office and has coordinated steps to prevent a wider spread of the virus, while exchanging information with associations, governments and industry peers. We have implemented preventative measures to ensure a safe working environment for our employees and contractors and to prevent the spread of COVID-19 including facilitating access to vaccinations at our sites by coordinating with local health authorities.

~~As of September 30, 2022, corporate employees have returned to the head office working on a hybrid in-office and home-based work schedule.~~

During Q3/22, we did not qualify for any additional COVID-19 relief funds through the Canadian government’s Canadian Emergency Wage Subsidy and Canadian Emergency Rent Subsidy programs. The Canadian government closed these relief funds at the end of October 2021.reported in United States (U.S.) dollars unless otherwise noted.

Index to Management’s Discussion and Analysis:



Operating and Financial Highlights	2320
Selected Consolidated Financial and Operating Results	2421
Consolidated Performance	2422
Consolidated Operations Review	2523
Liquidity and Capital Resources	2523
Operations Review	2724
~~U.S.A~~United States Segment	2724
Gold Bar mine operating results	2724
Exploration Activities – Nevada	2825
Canada Segment	2825
Fox Complex, ~~operating results~~ Black Fox mine and Froome mine development	2825
Exploration Activities – ~~Ontario~~Fox Complex	3026
Mexico Segment	31
~~El Gallo Project operating results~~	3126
Advanced-Stage Properties – Fenix Project	3126
MSC Segment, Argentina	3227
MSC operating results	3227
McEwen Copper Inc	28
Los Azules ~~Segment, Argentina~~Project	34
~~Los Azules Project~~	3428
Non-GAAP Financial Performance Measures	3530
Critical Accounting Policies	4035
~~Forward-Looking~~Forward-looking Statements	4035
Risk Factors Impacting ~~Forward-Looking~~Forward-looking Statements	4035

2219

Table of Contents

Q1/23 OPERATING AND FINANCIAL HIGHLIGHTS

Highlights for ~~Q3/22~~the quarter ended March 31, 2023 are ~~included~~summarized below and discussed further under ~~Consolidated Financial Performance:~~“Consolidated Performance”:

Corporate Developments

●

We closed significant financings during Q1/23, primarily to advance our Los Azules copper project.On February 23, 2023, we closed an ARS $30 billion investment by FCA Argentina S.A., a subsidiary of Stellantis N.V. (“Stellantis”) to acquire shares of McEwen Copper in a two-part transaction. The transaction consisted of a private placement of 2,850,000 common shares of McEwen Copper, and the purchase of 1,250,000 common shares indirectly owned by McEwen Mining in a secondary sale. Additionally, on March 15, 2023, we closed a $30 million investment by Nuton LLC, a Rio Tinto Venture and existing McEwen Copper shareholder to acquire shares of McEwen Copper in a two-part transaction. The transaction consisted of a private placement of 350,000 common shares of McEwen Copper, and the purchase of 1,250,000 common shares indirectly owned by McEwen Mining in a secondary sale. Proceeds of these transactions will be used to advance development of the Los Azules copper project, as well as for general corporate purposes at both McEwen Mining and McEwen Copper. A portion of the proceeds is also expected to be used to repay debt at McEwen Mining.

Operational Highlights

●

~~The Company’s consolidated operations produced 35,653 GEOs for the three months ended September 30, 2022,~~GEO production improved during Q1/23 compared to ~~42,874~~Q1/22. We produced 30,397 GEOs ~~during the same period~~ in ~~2021. This~~Q1/23 which included ~~16,326 GEOs from our 100% owned operations and 19,328~~11,241 attributable GEOs from the San José ~~Mine~~mine⁽¹⁾~~. The 16,326~~ and reiterate our consolidated production guidance of 150,000 to 170,000 GEOs ~~were 23% lower than same period last~~for full year ~~and the 19,328~~2023. Q1/23 GEOs ~~were 11% lower than the same period last year.~~produced increased by 21% compared to Q1/22.

●

~~McEwen Copper has been active~~Mill throughput increased by 25% at our Fox Complex operations. Crushing at the Stock Mill was replaced with remote crushing at Froome mine, which resulted in ~~progressing the Los Azules copper project~~an increase in ~~Argentina on multiple areas including drilling, road construction, technical studies, and community engagement. McEwen Copper is~~average tonnes per day (“tpd”) from 955 tpd in Q4/22 to 1,195 tpd in Q1/23. This sustained throughput improvement directly impacted our Q1/23 production of 12,700 GEOs, which places Fox Complex on track to meet guidance of 42,000 to 48,000 GEOs for it’s update of the Preliminary Economic Assessment (PEA) and once the PEA is complete aims to advance the work on a Feasibility Study level of detail. The overall program may be further optimized based on the outcome of the PEA and by ongoing study work.full year 2023.

●

~~On April 1, 2022,~~At the Gold Bar ~~mine received~~Mine, we placed 15,036 contained gold ounces on our leach pad during Q1/23 from material mined from Gold Bar South, which represents a significant increase from Q4/22 of 12,495 ounces. As a result, increases in gold ounce production compared to Q1/23 are expected to be realized during the ~~regulators’ record~~remainder of ~~decision approving the amendment~~full year 2023 to ~~the plan~~meet production guidance of ~~operations~~42,000 to ~~include and proceed with the development of~~48,000 GEOs at the Gold Bar ~~South Project. Mining activities and production are expected to begin during Q4/22.~~mine.

●

~~Froome~~At the San José Mine, Q1/23 production was impacted by seasonal labor impacts and weaker than expected gold and silver mined grade against original forecast. MSC is executing on an infill drilling campaign to derisk its 2023 revised mine ~~at the Fox Complex continues~~plan in order to ~~perform as expected in terms~~meet its production guidance of ~~ore grade and tonnage.~~68,600 to 71,800 GEOs for full year 2023.

●

Progress at Los Azules: Including April, we have now drilled over 105,000 feet (32,000 meters) this drilling season, exceeding the original target of 80,000 feet (25,000 meters). On April 14, 2023 McEwen Copper submitted its Environmental Impact Report (“EIR”) for the future exploitation phase of the Los Azules project to authorities in San Juan, Argentina.

●

We continue to meet safety expectations. Our 100% owned operations continued to experience zero lost-time incidents (“LTIs”) during Q1/23.

Financial Highlights

●

~~Cash~~We reported consolidated cash and cash equivalents of ~~$54.9~~$190.8 million, ~~were reported as at September 30, 2022.~~

●

~~We had positive~~of which $158.8 is to be used towards advancing the Los Azules copper project, and consolidated working capital of ~~$38.0~~$134.7 million as at ~~September 30, 2022.~~March 31, 2023.

●

Revenues of ~~$26.0~~$34.8 million were reported in ~~Q3/22~~Q1/23 from the sale of ~~15,408~~19,193 GEOs from our 100% owned operations at an average realized price⁽²⁾of ~~$1,742~~$1,856 per ~~gold equivalent ounce.~~GEO. This compares to Q1/22 revenues of $25.5 million from the sale of 13,931 GEOs from our 100% owned operations at a realized price of $1,895 per GEO.

Table of Contents

●

We reported a gross profit of $4.4 million and cash gross profit⁽²⁾ of ~~$5.8~~$11.3 million in ~~Q3/22, with a~~Q1/23, compared to gross loss of $6.0 million and cash gross loss⁽²⁾ of $2.3 million in Q1/22. The increase in gross profit and cash gross profit directly resulted from improvements in productivity across our Fox Complex and Gold Bar mine operations.

●

Net loss for Q1/23 was $43.1 million, or $0.91 per share, compared to Q1/22 of ~~$1.5 million.~~ $20.7 million, or $0.45 per share. Compared to our gross profit, our net loss in Q1/23 was impacted by higher year-over-year exploration and advanced project expenditures, particularly at our Los Azules copper project.

●

We reported aadjusted net loss of ~~$10.5 million.~~$6.4 million in Q1/23 compared to $13.0 million in Q1/22. Adjusted net loss excludes the impact of the results of McEwen Copper and MSC, and we believe this metric best represents the results of our 100% owned precious metal operations. For Q1/23, adjusted net loss includes $7.2 million in exploration and advanced project expenditures at our Fox Complex, Gold Bar mine and Fenix Project operations.

●

Cash costs per GEO sold for the Fox Complex in Q1/23 was $1,088, slightly above full year 2023 guidance of $1,000. At our Gold Bar mine, our cash costs per GEO sold in Q1/23 was $1,491, slightly above full year 2023 guidance of $1,400. At MSC, Q1/23 cash costs per GEO sold was $1,800, above full year 2023 guidance of $1,250.

●

AISC per GEO sold for the Fox Complex in Q1/23 was $1,311, or slightly below full year 2023 guidance of $1,320. At our Gold Bar mine, our AISC per GEO sold in Q1/23 was $1,725 was slightly above full year 2023 guidance of $1,680. At MSC, Q1/23 AISC per GEO sold was $2,234, above full year 2023 guidance of $1,550.

Exploration and Mineral Resources and Reserves

●

We spent ~~$12.8~~$31.9 million on ~~exploration and advanced projects in Q3/22, with the primary focus on advancing the~~our Los Azules ~~Copper Project~~copper project in Argentina during Q1/23 to advance our multiple drill programs, the EIR, and ~~expanding the~~our updated preliminary economic assessment, which we expect to release in Q2/23.

●

We also incurred $5.9 million in exploration expenses, primarily in respect of defining our resource ~~base~~ at our Stock West ~~(Fox Complex), Canada~~advanced project in the Fox Complex and de-risking our mine plan at the Gold Bar mine ~~areas, USA.~~through additional drilling in our Pick pits.

(1)	At our 49% attributable interest.

(2)	As used here and elsewhere in this report, this is a Non-GAAP financial performance measure. See “Non-GAAP Financial Performance Measures” beginning on page ~~36.~~30.

~~Table of Contents~~

SELECTED CONSOLIDATED FINANCIAL AND OPERATING RESULTS

The following tables present select financial and operating results of our company for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021:~~2022:


	Three months ended September 30,				Nine months ended September 30,				Three months ended March 31,
	2022		2021		2022		2021		2023		2022

	(in thousands, except per share)								(in thousands, except per share)
Revenue from gold and silver sales⁽¹⁾	$	25,988	$	37,129	$	82,177	$	101,575	$	34,752	$	25,542
Production costs applicable to sales(1)	$	(20,172)	$	(30,760)	$	(70,939)	$	(85,481)	$	(23,413)	$	(27,824)
Loss before income and mining taxes	$	(11,066)	$	(18,242)	$	(45,351)	$	(39,734)
Gross profit (loss)⁽¹⁾									$	4,443	$	(5,994)
Adjusted net loss									$	(6,403)	$	(13,015)
Adjusted net loss per share									$	(0.14)	$	(0.28)
Net loss	$	(10,530)	$	(17,401)	$	(43,712)	$	(35,856)	$	(43,076)	$	(19,327)
Net loss per share	$	(0.21)	$	(0.38)	$	(0.91)	$	(0.79)	$	(0.91)	$	(0.45)
Cash gross profit (loss)⁽¹⁾									$	11,339	$	(2,282)
Cash used in operating activities	$	(6,197)	$	(21,656)	$	(50,552)	$	(19,076)	$	(28,608)	$	(15,620)
Cash additions to mineral property interests and plant and equipment	$	(25,392)	$	(8,111)	$	(17,140)	$	(28,483)	$	(4,950)	$	(4,045)
Cash and cash equivalents									$	190,776	$	63,783
Working capital									$	134,082	$	36,190

(1)	Excludes ~~revenue~~results from the San José mine, which is accounted for under the equity method.

Table of Contents


	Three months ended September 30,				Nine months ended September 30,				Three months ended March 31,
	2022		2021		2022		2021		2023		2022

	(in thousands, except per ounce)								(in thousands, except per ounce)
Produced - gold equivalent ounces⁽¹⁾		35.7		42.9		97.1		114.2
GEOs produced⁽¹⁾										30.4		25.1
100% owned operations		16.4		21.3		47.4		57.7		19.2		14.4
San José mine (49% attributable)		19.3		21.6		49.7		56.5		11.2		10.7
Sold - gold equivalent ounces⁽¹⁾		35.0		42.4		95.4		113.2
GEOs sold⁽¹⁾										30.4		23.6
100% owned operations		15.4		21.1		46.3		57.4		19.2		13.9
San José mine (49% attributable)		19.6		21.3		49.1		55.8		11.2		9.8
Average realized price ($/Au Eq. oz)⁽²⁾⁽³⁾	$	1,742	$	1,793	$	1,833	$	1,802
Average realized price ($/GEO)⁽²⁾⁽³⁾									$	1,856	$	1,895
P.M. Fix Gold ($/oz)	$	1,729	$	1,790	$	1,824	$	1,805	$	1,890	$	1,877
Cash cost per ounce ($/Au Eq. oz sold):⁽²⁾
Cash costs per ounce sold ($/GEO)^:(2)
100% owned operations	$	1,219	$	1,390	$	1,342	$	1,400	$	1,220	$	1,696
San José mine (49% attributable)	$	1,223	$	1,100	$	1,300	$	1,098	$	1,800	$	1,589
AISC per ounce ($/Au Eq. oz sold):⁽²⁾
AISC per ounce sold ($/GEO):⁽²⁾
100% owned operations	$	1,659	$	1,539	$	1,760	$	1,555	$	1,446	$	2,146
San José mine (49% attributable)	$	1,562	$	1,466	$	1,718	$	1,441	$	2,234	$	2,103
Cash gross profit⁽²⁾	$	5,816	$	6,369	$	11,238		16,094
Silver : Gold ratio⁽¹⁾		90 : 1		73 : 1		83 : 1		70 : 1
Cash gross profit (loss)⁽²⁾									$	11,339	$	(2,282)
Silver:gold ratio⁽¹⁾										84:1		78:1

(1)	Silver production is presented as a gold equivalent with a silver: gold ratio of ~~90:~~84:1 for ~~Q3/22~~Q1/23 and ~~73:~~78:1 for ~~Q3/21. See page~~ Q1/22.

(2)	As used here and elsewhere in this report, this is a Non-GAAP financial performance measure. See “Non-GAAP Financial Performance Measures” beginning on page ~~36.~~30.

(3)	On sales from 100% owned operations only, excluding sales from our stream.

CONSOLIDATED PERFORMANCE

~~In Q3/~~During Q1/23, we reported cash gross profit of $11.3 million for Q1/23, which represents an improvement of $13.6 million from a $2.3 million cash gross loss in Q1/22. The increase in cash gross profit is attributed to increased revenue of $9.3 million as compared to Q1/22, driven by increased GEO production, and lower production costs of $4.4 million as compared to Q1/22 as a result of productivity improvements at the Fox Complex and Gold Bar Mine. See “Non-GAAP Financial Performance Measures” for a reconciliation to gross (loss) profit, which we consider to be the nearest GAAP measure.

During Q1/23, we reported a net loss of ~~$10.5~~$43.1 million (or ~~$0.21~~$0.91 per share) compared to ~~a loss of $17.4~~$20.7 million (or ~~$0.38~~$0.45 per share) in ~~Q3/2021. The current net loss includes $12.8~~Q1/22. Our Q1/23 gross profit of $4.4 million from our operations was offset by $39.5 million of advanced project and exploration expenditures, ~~on exploration activities and advanced projects,~~the majority of which ~~$7.8 million was related to expenditures for~~were in respect of the Los Azules copper project.

We reported adjusted net loss of $6.4 million (or $0.14 per share) in Q1/23 compared to $13.0 million (or $0.28 per share) in Q1/22. Our adjusted net loss excludes the impact of McEwen Copper and MSC’s results on our net loss. We believe this metric best represents the results of our 100% owned precious metal operations For Q1/23, our adjusted net loss of $6.4 million includes $7.2 million of exploration and advanced project ~~and $5.0 million on the continued exploration~~expenditures primarily at our ~~Canadian, US~~Fox Complex operations to advance our Stock West property.

Production from our 100% owned mines of 19,193 GEOs in Q1/23 increased by 5,262 GEOs as compared to 14,412 GEOs produced in Q1/22. At our Fox Complex operations, we increased production by 5,030 GEOs in Q1/23 as compared to Q1/22 as a result of mill throughput improvements and ~~Mexico operating sites. The improvement~~higher gold head grades, while at Gold Bar our production remained relatively constant year over year.

Our attributable share of the San José mine production was 11,241 GEOs in ~~net loss~~Q1/23, which was 5% higher than 10,731 GEOs produced in ~~Q3 2022 is mostly due to foreign currency gains.~~Q1/22. This increase was primarily driven by an increase in tonnes processed, partially offset by lower gold and silver head grades.

2422

Table of Contents

Cash gross profit (a non-GAAP measure) of $5.8 million for Q3/22 decreased by $0.6 million from the $6.4 million cash gross profit recorded in Q3/21. The decrease in cash gross profit of $0.5 million is attributed to decreased revenue by $11.1 million, partially offset by lower production costs of $10.6 million during Q3/22 as compared to Q3/21. Please see ~~Results of Operations~~ ~~section.~~

~~Production of gold equivalent ounces (GEOs) from our 100% owned mines in Q3/22 decreased from Q3/21: 16,326 versus 21,258 GEOs respectively, as a result of lower production at the Gold Bar mine.~~

~~Our share of the San José mine production was 19,328 GEOs in Q3/22, which was 11% lower than the 21,600 GEOs produced in Q3/21, primarily due to lower gold grades processed and recovery rates.~~

CONSOLIDATED OPERATIONS REVIEW

Revenue from gold and silver sales in ~~Q3/22~~Q1/23 of ~~$26.0~~$34.8 million ~~decreased~~increased by ~~30%~~36% or ~~$11.1~~$9.2 million compared to ~~Q3/21~~Q1/22 of ~~$37.1~~$25.5 million. ~~The lower revenue~~Higher revenues in ~~Q3/22~~Q1/23 compared to ~~Q3/21 is~~Q1/22 were primarily attributable to ~~the decrease~~improved GEOs produced and sold at our Fox Complex, while Gold Bar production and sales remained relatively consistent. Realized gold prices decreased slightly in ~~GEOs~~Q1/23 by $39 per gold ounce as compared to Q1/22, slightly offsetting our improved sales ~~and by a slight decrease in realized gold price which was $51/oz lower year over year.~~volumes.

Production ~~Costs~~costs applicable to sales in ~~Q3/22~~Q1/23 decreased by ~~34%~~16% or ~~$10.6~~$4.4 million compared to ~~Q3/21. The decrease is driven by production costs~~Q1/22. We realized significant productivity improvements at ~~all~~Fox Complex in respect of ~~our operations. This is discussed further~~increased mill throughput and at Gold Bar Mine in ~~the “Operations Review” section.~~respect of a change in mining contractor.

Advanced project costs ~~for Q3/22~~in Q1/23 of ~~$8.8~~$33.6 million increased from ~~the $4.0~~$11.1 million in Q1/22. We spent ~~in Q3/21. Costs~~$31.9 million during ~~Q3/22 were largely driven by expenditures~~Q1/23 to advance multiple drilling campaigns and our updated preliminary economic assessment at the Los Azules ~~Copper Project. Costs during Q3/21 included continued spending for the Fox Complex expansion PEA~~copper project, and spent $1.4 million on the Fenix project ~~in Mexico, however there were no costs to advance~~for mobilization of the ~~Los Azules project in~~mill and rentals for the ~~same period last year.~~advancement of the project. We also spent $0.3 at Gold Bar mine towards sage grouse credits.

Exploration costs of ~~$3.9~~$5.9 million for ~~Q3/22 decreased~~Q1/23 increased from ~~$6.2~~$3.2 million in ~~Q3/21. The spending~~Q1/22. Exploration expenditures were primarily incurred at our Stock West advanced project, located within our Fox Complex operations in ~~Q3 2022 was to continue~~Canada, as we advance towards our goal of reopening the Stock mine. At our Gold Bar mine, we incurred $0.8 million of exploration ~~to expand high-potential target areas~~costs primarily in ~~the Timmins region~~respect of ~~Ontario and at the Nevada operations.~~de-risking our mine plan for carbonaceous ore.

~~Income~~Loss from investment in MSC of ~~$0.8~~$3.5 million in ~~Q3/22 represents~~Q1/23 increased by $2.3 million from a ~~$3.4 million positive change from the $2.6~~$1.1 million loss ~~recognized~~in Q1/22. Seasonal labor impacts and weaker than expected mined grades against model negatively impacted MSC’s Q1/23 results. Details of MSC’s operating results are presented in the ~~Q3/21 period. The income from investment in MSC attributable~~“Operations Review” section of this MDA and Note 9 to the ~~Company includes amortization of the fair value increments arising from the initial purchase price allocation and related income tax recovery. This is discussed further in~~ ~~Note 9 to the~~ Consolidated Financial ~~Statements.~~Statements.

Reclamation and remediation expenses of $0.6 million for Q1/23 was consistent with $0.5 million ~~in Q3/22 compared to $1.3 million~~ for ~~Q3/21. The expense decreased by $0.8 million from Q3/21 due to reclamation completed at Tonkin Springs and estimate updates.~~Q1/22.

Interest and other finance ~~expenses,~~ income net~~net~~, of ~~$1.8~~$8.5 million in ~~Q3/22~~Q1/23 increased by $10.1 million compared to ~~$2.1~~to $1.6 million expense in ~~Q3/21.~~Q1/22 driven by interest earned on cash holdings denominated in Argentine pesos. The Company invested its Argentine pesos in money market funds to mitigate devaluation risks of the Argentine peso against the US Dollar.

Other ~~income~~expense of ~~$6.3~~$2.6 million in ~~Q3/22~~Q1/23 increased from the ~~$1.3~~$3.9 million income recognized in ~~Q3/21.~~Q1/22 as a result of an increase in foreign exchange losses driven by cash holdings denominated in ARS. This is discussed further in ~~Notes 4 and 5~~Note 3 to the Consolidated Financial Statements.

Income and mining tax recovery of $0.5 million for ~~Q3/22 decreased~~Q1/23 increased compared to $0.8 million in ~~Q3/21.~~Q1/22. The ~~decrease~~increase in the tax recovery for ~~Q3/22~~Q1/23 is primarily due to the flow-through share premium amortization.

LIQUIDITY AND CAPITAL RESOURCES

Our cash and cash equivalents ~~and restricted cash~~ balance as at ~~September 30, 2022~~March 31, 2023 of ~~$58.7~~$190.8 million ~~decreased~~increased by ~~$1.9~~$147.2 million, from ~~$60.6~~$39.8 million as at December 31, ~~2021. This~~2022. The increase in cash and cash equivalents in Q1/23 was primarily driven by the closing of private placements and secondary sales for McEwen Copper, and offset by $39.5 in advanced projects and exploration expenses incurred. Of our cash ~~used in operating activities~~balance as at March 31, 2023, a total of ~~$50.6~~$158.8 million ~~Cash used in investing activities of $16.9 million and cash provided by financing activities of $65.5 million.~~is allocated for advancing the Los Azules copper project.

Cash used in ~~operating~~investing activities of $5.0 million in Q1/23 was ~~impacted~~driven primarily by ~~a net loss~~capital development at our Froome mine in Canada.

Cash from financing activities of ~~$44.0~~$185.0 million ~~payments~~in Q1/23, were due to ~~vendors of $4.3 million, an increase of assets related to operations of $14.6 million~~the private placement and ~~a change~~secondary sale transactions for McEwen Copper discussed above. Further details are provided in ~~reclamation costs of $4.0 million, refer to~~ Note 1117 to the Consolidated Financial ~~Statements~~ ~~for the details on the change in reclamation costs~~.Statements.

2523

Table of Contents

Cash from financing activities, during the nine months ended September 30, 2022, included net proceeds of $14.4 million (gross proceeds of $15.1 million) from the issuance of Canadian exploration expenditures (“CEE”) flow-through shares on March 2, 2022. We are required to spend the flow-through share proceeds on CEE flow-through eligible expenditures as defined by subsection 66.2(5) of the Income Tax Act (Canada). For more details on our flow-through share financing, refer to ~~Note 12~~ ~~to the~~ ~~Consolidated Financial Statements~~. Cash proceeds of $15.0 million were provided through an unsecured loan provided by a related party that will be used for working capital purposes. Details on the promissory note and the loan can be found in ~~Note 10~~ ~~and~~ ~~Note 14~~ ~~of the accompanying~~ ~~Consolidated Financial Statements.~~ Additionally, the second tranche of the private placement of $10 million investment by the Victor Smorgon Group advised by Arete Capital Partners, both of Australia, and $5 million from other investors, for total gross proceeds of $15.0 million. The amounts raised in third tranche of the private placement now stand at $26.9 million ~~(Note 18).~~

Cash used in investing activities of $16.9 million in Q3/22 was largely driven by additions to mineral properties of $17.1 million less dividends received of $0.3 million. Additions to mineral properties in Q3/21 was $28.5 million and dividends received were $7.6 million.

Working capital as at ~~September 30, 2022~~March 31, 2023 was ~~$38.0~~$134.1 million, and increased by ~~$5.4~~$136.6 million from negative working capital of ~~$32.6~~$2.5 million as at December 31, ~~2021.~~2022. The change is ~~largely attributed~~primarily attributable to ~~the financings completed~~an increase in ~~the 2022 period, partially~~our cash and cash equivalents as described above, offset by ~~cash used~~an increase in ~~operating and investing activities. Current liabilities at September 30, 2022 include $4~~current debt of $16.0 million ~~in debt, which has been reclassified from~~as a result of the ~~long-term liabilities as the principal~~timing of our required payments under the ~~ARCA become due beginning in August 2023.~~Amended and Restated Credit Agreement.

~~We believe we have~~The Company believes that it has sufficient liquidity along with funds generated from ongoing operations to fund anticipated cash requirements for operations, capital expenditures and working capital purposes for the next 12 months.

~~Table of Contents~~

OPERATIONS REVIEW

~~U.S.A.~~United States Segment

The ~~U.S.A.~~United States segment is comprised of the Gold Bar mine and ~~other~~our exploration properties in ~~Nevada, U.S.A.~~the State of Nevada.

Gold Bar Mine

The following table summarizes certain operating results for the Gold Bar mine for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021:~~2022:


	Three months ended September 30,				Nine months ended September 30,				Three months ended March 31,
	2022			2021	2022		2021		2023		2022

Operating Results	(in thousands, unless otherwise indicated)
Mined mineralized material (t)		510		606		1,295		1,716		563		280
Average grade (gpt Au)		0.60		0.62		0.66		0.70
Average grade (g/t Au)										0.84		0.81
Processed mineralized material (t)		442		638		1,196		1,768		579		337
Average grade (gpt Au)		0.62		0.61		0.67		0.71
Gold equivalent ounces:
Average grade (g/t Au)										0.83		0.62
Gold ounces:
Produced										6.5		6.3
Sold										6.3		6.2
Silver ounces:
Produced										0.2		0.2
Sold										0.4		—
GEOs:
Produced		7.2		12.4		18.6		33.9		6.5		6.3
Sold		7.2		12.1		18.7		33.7		6.3		6.2
Revenue from gold and silver sales	$	12,596	$	21,683	$	34,334	$	60,919	$	11,587	$	11,742
Cash costs⁽¹⁾	$	12,357	$	18,753	$	34,834	$	53,376	$	9,341	$	14,172
Cash cost per ounce ($/Au Eq. oz sold)⁽¹⁾	$	1,712	$	1,553	$	1,859	$	1,582
Cash costs per ounce sold ($/GEO)⁽¹⁾									$	1,491	$	2,284
All‑in sustaining costs⁽¹⁾	$	14,787	$	19,541	$	42,171	$	56,875	$	10,805	$	16,336
AISC per ounce ($/Au Eq. oz sold)⁽¹⁾	$	2,049	$	1,618	$	2,251	$	1,685
AISC per ounce sold ($/GEO)⁽¹⁾									$	1,725	$	2,633
Silver : gold ratio		90 : 1		73 : 1		83 : 1		70 : 1		84:1		78:1

(1)	As used here and elsewhere in this report, this is a Non-GAAP financial performance measure. Cash costs for the Company’s 100% owned operations equal Production costs applicable to sales. See “Non-GAAP Financial Performance Measures” beginning on page 3630 for additional information.

~~2022~~Q1/23 compared to ~~2021~~Q1/22

The Gold Bar mine produced ~~7,186~~6,453 GEOs in ~~Q3/22, which reflects a 42% decrease from the 12,436~~Q1/23, slightly higher than 6,270 GEOs produced in Q3/21. The decrease was partly due to the presence of carbonaceous material that needed to be treated as waste and the lower mining rates from the mining contractor due to the staffing issues on their side. Our mining contractor halted work on September 29 and elected to leave our mine as a result of disagreements over billing rates and practices. The termination of this relationship is expected to result in litigation.Q1/22.

Subsequent to the quarter end, we engaged a new mining contractor to resume mining activities. The change of contractor will have some impact on costs and production in Q4, however it is not expected to be material compared to Q3.

Regulatory approval to amend the plan of operations to include the Gold Bar South (“GBS”) deposit was received April 1, 2022. The work to develop GBS with the construction of the access road should be completed by late Q4.

Revenue from gold and silver sales of ~~$12.6~~$11.6 million in Q1/23 declined slightly from ~~Gold Bar~~$11.7 million in ~~Q3/~~Q1/22 ~~decreased from the $21.7 million revenue in Q3/21. This reflected the 40%~~as a result of a decrease in ~~GEOs sold, partially offset by a 3% decrease in~~average realized gold price ~~($1,742/GEO~~from $1,892 per ounce in ~~Q3/~~Q1/22 ~~compared~~ to ~~$1,793/GEO~~$1,814 per ounce in ~~Q3/21).~~Q1/23 offsetting the increase in GEOs sold. Sales of 6,265 GEOs in Q1/23 were slightly higher than in Q1/22 of 6,205 GEOs.

Production costs applicable to sales of ~~$12.4~~$9.3 million in ~~Q3/22~~Q1/23 decreased by ~~$6.4~~$4.8 million from the ~~$18.8~~$14.2 million in ~~Q3/21. The lower costs were driven by lower~~Q1/22 primarily as a result of operational improvements to productivity. Our mining strip ratio declined year-over-year as a result of an updated mine plan avoiding carbonaceous ore, decreasing the amount of waste tonnes mined ~~(ore and waste)~~ as ~~management reforecasted mine plan to avoid mining in preg-robbing carbonaceous material in the Pick Central.~~well as increasing ore tonnes mined.

2724

Table of Contents

Cash cost and AISC per ~~gold equivalent ounce~~GEO sold in ~~Q3/~~Q1/23 were $1,491 and $1,725, respectively, and $2,284 and $2,633 in Q1/22, respectively. The decrease in unit costs realized were ~~$1,712/oz~~driven by productivity improvements as described above as we increased our mined and ~~$2,049/oz, respectively. This compares to the respective Q3/21 results of $1,553/oz and $1,618/oz. The higher cash~~stacked tonnage while maintaining a similar cost ~~on a per ounce basis, was the result of a lower number of ounces sold in Q3/22, compared to Q3/21, 7,217 GEOs vs 12,075 GEOs respectively.~~

The Company’s independent technical experts have provided an initial indication that the number of ounces of Au on the heap leach processing pad may be materially higher than presently documented. The Company is in the process of confirming this and results should be expected in the fourth quarter of 2022.base.

Exploration Activities – Nevada

~~In Q3, we spent $1.1 million~~During Q1/23, exploration activities were focused on ~~exploration activities. With~~de-risking the ~~support~~Pick Pit and defining the boundaries of our oxide resource to the west and southwest. Reverse circulation (“RC”) drilling was initiated at the beginning of March, targeting a ~~team~~total of ~~McEwen geologists from Argentina~~2,180 feet completed over 6 holes. The program will continue into Q2/23 for another 6 holes.

We also began RC drilling at our Benmark target, which tests the favorable Horse Canyon – Devil’s Gate contact zone near the Ridge fault projection. The Benmark target is immediately southwest of our leach pad, and ~~Mexico, a campaign~~if results are positive, may be accretive to our mine plan going forward. Results of ~~regional geological mapping and rock chip sampling was conducted.~~our drilling, along with surface sample geochemistry results will be analyzed during Q2/23.

~~Also during the quarter, sample analyses were returned for the Atlas Mine~~At Cabin South, an 18-hole phase I drill program ~~conducted~~was staked and snow clearing is complete. Drill pads were completed in ~~Q2. No significant results were obtained.~~April 2023 and drilling is expected to be underway shortly.

Canada Segment

The Canada segment is comprised of the Fox Complex gold properties, which includes ~~the Black Fox underground mine which is on care and maintenance, the~~our Froome underground ~~mine currently in operation feeding the mill and~~mine; the Grey Fox and Stock West advanced-stage ~~projects,~~projects; the Stock ~~mill, and other gold~~mill; a number of exploration properties located innear the city of Timmins, Ontario, ~~Canada.~~Canada; and the Black Fox mine, currently on care and maintenance.

Fox Complex

~~Black Fox mine production ceased in 2021 as commercial production was reached at the Froome mine on September 19, 2021.~~

On January 26, 2022, we announced the results of our PEA on the Fox Complex. The PEA estimates positive economics for our expansion project at Fox, where after depletion of Froome, production could continue for another 9 years, at average of 80,800 oz gold per year. Overall, estimated economics predict an IRR of 21% at a gold price of $1,650/oz, at average cash costs and AISC of $769/oz and $1,246/oz, respectively. Work continues to look at opportunities to optimize the payback period of the Fox Complex.

~~Table of Contents~~

The following table summarizes the operating results for the Fox Complex ~~mines~~ for the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, and ~~2021:~~2022:


	Three months ended September 30,				Nine months ended September 30,				Three months ended March 31,
	2022		2021		2022		2021		2023		2022

Operating Results		(in thousands, unless otherwise indicated)								(in thousands, unless otherwise indicated)
Mined mineralized material (t)		112		81		325		185		91		103
Average grade (gpt Au)		3.66		3.12		3.54		3.14
Average grade (g/t Au)										4.19		3.51
Processed mineralized material (t)		85		93		257		211		108		68
Average grade (gpt Au)		3.68		3.04		3.78		3.17
Gold equivalent ounces:
Average grade (g/t Au)										4.11		3.86
Gold ounces:
Produced										12.7		7.0
Sold, excluding stream										12.2		6.6
Sold, stream										0.7		0.6
Sold, including stream										12.9		7.2
Silver ounces:
Produced										1.4		0.7
Sold										2.5		—
GEOs:
Produced		9.0		8.3		27.9		20.6		12.7		7.7
Sold		8.0		8.4		26.7		20.5		12.9		7.2
Revenue from gold and silver sales	$	13,058	$	14,227	$	46,200	$	34,966	$	23,165	$	12,896
Cash costs⁽¹⁾	$	6,196	$	9,635	$	26,103	$	22,622	$	14,072	$	8,647
Cash cost per ounce ($/Au Eq. oz sold)⁽¹⁾	$	774	$	1,154	$	978	$	1,102
Cash costs per ounce sold ($/GEO)⁽¹⁾									$	1,088	$	1,193
All‑in sustaining costs⁽¹⁾	$	10,474	$	11,886	$	37,743	$	27,500	$	16,949	$	12,531
AISC per ounce ($/Au Eq. oz sold)⁽¹⁾	$	1,308	$	1,423	$	1,415	$	1,339
Silver : gold ratio		90 : 1		73 : 1		83 : 1		70 : 1
AISC per ounce sold ($/GEO)⁽¹⁾									$	1,311	$	1,729
Silver:gold ratio										84:1		78:1

(1) As used here and elsewhere in this report, this is a Non-GAAP financial performance measure. Cash costs for the Company’s 100% owned operations equal Production costs applicable to sales. See “Non-GAAP Financial Performance Measures” beginning on page 3630 for additional information.

~~2022 compared to 2021~~

~~Production~~ in Q3/22 from the Fox Complex was 8,970 GEOs, compared to 8,259 GEOs in Q3/21, a 9% production increase. Fox Complex production was exclusively from the Froome mine, whereas in Q3/21, the Froome mine was still ramping up to commercial production.

~~Revenue from gold sales~~ ~~of $13.1 million decreased in Q3/22 by $1.2 million compared to Q3/21. The decrease reflects fewer GEOs sold and a lower average realized gold price in Q3/22 versus Q3/21.~~

~~Production costs applicable to sales~~ ~~of $6.2 million in Q3/22 decreased by $3.4 million, compared to $9.6 million in Q3/21. The lower costs were predominately due to increase in stockpile due to the mill constraints.~~

~~Cash cost and AISC per gold equivalent ounce sold~~ ~~were $774/oz and $1,308/oz in Q3/22, respectively, and $1,154/oz and $1,423/oz in Q3/21, respectively.~~ ~~As discussed above, the decrease in cash costs and AISC in Q3/22 compared to Q3/21 was primarily driven by increasing stockpile inventory.~~

2925

Table of Contents

Q1/23 compared to Q1/22

The Froome mine produced12,700 GEOs in Q1/23, which reflects a 66% increase from the 7,670 GEOs produced in Q1/22 and was driven by a 59% increase in processed mineralized material. We restructured our crushing operations at the Fox Complex and achieved a 25% increase in mill throughput compared to Q4/22.

Revenue from gold sales of $23.2 million increased in Q1/23 by $10.3 million compared to Q1/22, driven by an increase in GEOs sold by 78% and a slight increase in average realized gold price from $1,780 per ounce in Q1/22 to $1,792 per ounce in Q1/23. Average realized gold prices at the Fox Complex are impacted by our historic streaming arrangements.

Production costs applicable to sales were $14.1 million in Q1/23 compared to $8.6 million in Q1/22, reflecting the increase in GEOs produced and sold, as described above.

Cash cost and AISC per GEO sold were $1,088/oz and $1,311/oz in Q1/23, respectively, and $1,193 and $1,729 in Q1/22, respectively. The decrease in unit costs were driven by production improvements at the Froome mine, particularly in respect of a sustained increase in mill throughput from a restructuring of crushing activities. Additionally, mined gold grades were higher in Q1/23 which drove an increase in GEO production and sales.

Exploration Activities

In ~~Q3,~~Q1/23, we incurred ~~$2.7~~$4.7 million for exploration ~~including 17,051 metres (55,927 feet) of surface drilling in 23 holes~~ at Stock West. We drilled 96,870 feet over 92 holes completed, using seven surface diamond drill rigs. In addition, a follow up mineralogical study was initiated to help optimize remaining drill targets for the Stock West project as well as provide insights into planning Stock West production in respect of grade control and ~~11 holes at the Black Fox property. The focus of our work during the quarter included:~~mill recovery.

●

~~Continuing delineation of the Stock West deposit based on an in-fill strategy developed in coordination with consultants and designed to save several thousand metres of planned drilling;~~

●

~~Expansion of shallow mineralization identified proximal to the past-producing Stock Mine;~~

●

~~Test high grade drill results from 2021 at Gibson and Whiskey Jack targets at Grey Fox in order to potentially expand known mineral resources;~~

●

~~Conduct initial drilling on the southern PNG claim at the Black Fox property and~~

●

~~Initiate an internal updated resource estimate on the Stock Property to assess the value of results returned since the last estimate in 2021. This work is anticipated to be completed in Q4 2022.~~

~~Four areas of interest have emerged from the program that may be expanded with additional drilling in 2022. Five drills were active on surface at the end of the quarter.~~

~~Table of Contents~~

Mexico Segment

The Mexico segment includes the El Gallo ~~Project (formerly “El Gallo 1” or “El Gallo Mine”)~~mine and the related advanced-stage Fenix Project, both located in Sinaloa ~~Mexico.~~

~~El Gallo Project~~

~~Current activities at the El Gallo Project are limited to residual leaching as part of closure and reclamation plans.~~

~~The following table summarizes certain operating results at the El Gallo Project for the three and nine months ended September 30, 2022, and 2021:~~

Three months ended September 30,

Nine months ended September 30,


2022

2021

2022

2021
Operating Results

(in thousands, unless otherwise indicated)
Gold ounces:

Produced

0.2

0.6

0.9

3.0
Sold

0.2

0.7

0.9

3.1
Silver ounces:

Produced

0.0

0.1

0.6

5.0
Sold

0.5

1.4

0.9

5.9
Gold equivalent ounces:

Produced

0.2

0.6

0.9

3.1
Sold

0.2

0.7

0.9

3.2
Revenue from gold and silver sales

$
334

$
1,219

$
1,643

$
5,690
Silver : gold ratio

90 : 1

73 : 1

83 : 1

70 : 1

~~Cash costs and All-in-sustaining costs~~

As the El Gallo Project’s gold production and sales are the result of residual leaching activities, we have ceased relying on and disclosing cash cost and AISC per gold equivalent ounce as key metrics for the operation. Incremental residual leaching costs included production costs less inventory movements.

The decrease in residual leaching costs for Q3/22 was $0.5 million, resulting in a final $0.3 million write-down of the heap leach and in-circuit inventory balances. The residual leaching activities at El Gallo are expected to cease in Q4/22.

~~2022 compared to 2021~~

~~Production~~ ~~and~~ ~~revenue~~~~, as expected, decreased in Q3/22, compared to Q3/21, as we wind down our residual heap leach operation.~~

An agreement to purchase a second-hand gold processing plant and associated equipment was executed in September 2022 for a purchased price of $2.8 million, and a 50% of down payment was completed upon signing. This package includes substantially all the major components required for Phase 1 of the Fenix project and excess items that will be sold or used at other operations. This equipment purchase materially reduces the Phase 1 capital investment required (as described below).state.

Advanced-Stage Properties – Fenix Project

We announced on December 31, 2020 the results of a feasibility study for the development of ~~its~~our 100%-owned Fenix Project, which includes existing heap leach material at the El Gallo ~~Gold~~mine and the El Gallo Silver ~~deposits, located in Sinaloa, Mexico.~~deposit.

The study envisions a 9.5-year mine life with an after-tax IRR of 28% using $1,500/oz gold and $17/oz silver, with an estimated initial capital expenditure of $42 million for Phase 1 and $24 million for Phase 2. The project implementation is envisioned in two distinct phases: Phase 1 (years 1 to 6) - gold production from heap leach reprocessing, and Phase 2 (years 7 to 10) - silver production from open pit mining.

~~Table of Contents~~

~~The key~~Key environmental permits for Phase 1 were received in 2019, including the approval for an in-pit tailings storage facility and process plant construction.

~~The~~

An agreement to purchase a second-hand gold processing plant and associated equipment was executed in September 2022 for a purchase price of $2.8 million. This package includes substantially all the major components required for Phase 1 of the anticipated Fenix Project as well as surplus items that can be sold or used at our other operations. This equipment purchase materially reduces the Phase 1 capital investment required which, for the process plant, was $25.3 million out of the $41.6 million total estimate in our Fenix Project feasibility ~~study~~study. During Q1/23, the plant was ~~published on February 16, 2021~~fully moved from Los Mochis to the Fenix Project site. A final processing flowsheet is being developed and ~~is available~~a third-party engineering firm has been engaged to scope a startup plan for ~~review on our website and SEDAR (www.sedar.com).~~the Fenix Project.

Multiple strategic alternatives continue to be evaluated for the project including ~~lower~~financing options, lowering capital costs, potential base metal evaluation and the possible divestiture of our Mexican business unit.

Table of Contents

MSC Segment, Argentina

The MSC Segment is comprised of a 49% interest in the San José mine, located in Santa Cruz, Argentina.

The following table sets out certain operating results for the San José mine for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ on a 100% basis:


	Three months ended September 30,				Nine months ended September 30,				Three months ended March 31,
	2022		2021		2022		2021		2023		2022

Operating Results	(in thousands, except otherwise indicated)								(in thousands, except otherwise indicated)
San José Mine—100% basis
Mined mineralized material (t)		169		149		405		387		108		103
Average grade mined (gpt)
Average grade mined (g/t)
Gold		4.2		5.2		5.0		5.3		4.3		5.5
Silver		371		375		353		351		237		300
Processed mineralized material (t)		149		150		354		396		128		74
Average grade processed (gpt)
Average grade processed (g/t)
Gold		4.9		5.2		5.6		5.4		3.9		6.4
Silver		413		381		385		343		215		331
Average recovery (%):
Gold		86.4		87.8		87.3		88.6		85%		87%
Silver		87.9		88.1		88.0		88.2		88%		87%
Gold ounces:
Produced		20.1		22.1		56.0		60.5		13.7		13.2
Sold		20.1		21.6		54.7		59.1		13.5		11.8
Silver ounces:
Produced		1,739		1,613		3,862		3,856		778		685
Sold		1,788		1,605		3,868		3,841		783		640
Gold equivalent ounces:
GEOs:
Produced		39.4		44.2		101.5		115.6		22.9		21.9
Sold		40.0		43.5		100.2		114.0		22.8		20.0
Revenue from gold and silver sales	$	65,278	$	72,098	$	176,808	$	195,797	$	45,740	$	39,207
Average realized price:
Gold ($/Au oz)	$	1,632	$	1,656	$	1,759	$	1,718	$	2,002	$	1,961
Silver ($/Ag oz)	$	18.14	$	22.68	$	20.81	$	24.54	$	23.84	$	25.14
Cash costs⁽¹⁾	$	48,930	$	47,911	$	130,231	$	125,166	$	41,124	$	31,789
Cash cost per ounce ($/Au Eq. oz sold)⁽¹⁾	$	1,223	$	1,100	$	1,300	$	1,098
Cash costs per ounce sold ($/GEO)⁽¹⁾									$	1,800	$	1,589
All‑in sustaining costs⁽¹⁾	$	62,489	$	63,855	$	172,130	$	164,256	$	51,036	$	42,068
AISC per ounce ($/Au Eq. oz sold)⁽¹⁾	$	1,562	$	1,466	$	1,718	$	1,441
AISC per ounce sold ($/GEO)⁽¹⁾									$	2,234	$	2,103
Silver : gold ratio		90 : 1		73 : 1		83 : 1		70 : 1		84:1		78:1

3227

Table of Contents

The analysis below compares the operating and financial results of MSC on a 100% basis.

~~Q3 2022~~Q1/23 compared to ~~Q3 2021~~Q1/22

~~Gold~~GEOs produced increased by 5% to 22,941 in Q1/23 from 21,900 in Q1/22. A 73% increase in ore tonnes processed was largely offset by declines in average gold and silver ~~production each decreased by 11%~~head grades processed. MSC has planned a drill program in ~~Q3/22, compared~~Q2/23 to ~~Q3/21. The decrease is attributed to a lower head grade~~de-risk its full year 2023 mine plan and improve mined metal grades through the remainder of both gold and silver. Operations in Q3/22 returned to normal production levels compared to Q3/21 where production was significantly limited due to decreased staffing availability as a result of COVID-19 cases.the year.

Revenue from gold and silver sales ~~decreased~~increased by 9%17% in ~~Q3/22,~~Q1/23 to $45.7 million, compared to ~~Q3/21. The decrease reflects a decrease~~$39.2 million in Q1/22. Revenue increased both due to higher GEOs sold ~~in Q3/22,~~ and ~~slight decrease in~~a higher realized ~~prices~~gold price per ounce ~~of both gold and silver.~~in Q1/23.

Production costs applicable to sales were $41.1 million in Q1/23 compared to $31.8 million in Q1/22, primarily driven by higher tonnes processed during Q1/23 as inventory stockpiles were drawn down.

Cash costs ~~in Q3/22 increased by $1.0 million, or 2%, compared to Q3/21.~~

and ~~All-in sustaining cost~~AISC per GEO sold were $1,800 and $2,234 in ~~Q3/~~Q1/23, respectively, and $1,589 and $2,103 in Q1/22, ~~of $1,562/oz~~respectively. The increase in unit costs were driven by lower head grades processed, resulting in lower sold ounces relative to production costs, which increased ~~slightly compared~~due to ~~the $1,466/oz incurred in Q3/21.~~higher tonnes processed during Q1/23.

Investment in MSC

Our 49% attributable share of operations from our investment in MSC in ~~Q3/22~~Q1/23 resulted in a ~~$0.8~~loss of $3.5 million ~~income,~~, compared to a loss of ~~$2.7~~$1.1 million in ~~Q3/21.~~

~~MSC Dividend Distribution (49%)~~

~~There were dividends received from MSC of $0.3 million in 9M/22, compared to $7.6 million in dividends received during the same period in 2021.~~Q1/22.

McEwen Copper Inc.

~~The Company owns~~We own a ~~68.13%~~51.9% interest in McEwen Copper Inc. ~~(“McEwen Copper”)~~, which owns a 100% interest in the Los Azules copper project in San Juan, Argentina, and the Elder Creek exploration project in Nevada, USA.

On ~~August~~February 23, ~~2021,~~2023, we closed an ARS $30 billion investment by FCA Argentina S.A., a subsidiary of Stellantis N.V. (“Stellantis”) to acquire shares of McEwen Copper ~~successfully closed the first tranche~~in a two-part transaction. The transaction consisted of ~~the proposed $80 million~~a private placement ~~(the “Offering”), with a $40 million investment by Robert McEwen, Chairman and Chief Owner.~~

~~On June 21, 2022,~~of 2,850,000 common shares of McEwen Copper, and the purchase of 1,250,000 common shares indirectly owned by McEwen Mining in a secondary sale. Additionally, on March 15, 2023, we closed ~~the second tranche of the Offering with~~ a ~~$10 million investment by the Victor Smorgon Group and $5 million from other investors, for total gross proceeds of $15 million.~~

~~On August 31, 2022, McEwen Copper raised $26.25 million towards the final tranche of the oversubscribed $81.85 million Offering including a $25~~$30 million investment by Nuton LLC, a Rio Tinto ~~Venture.~~

Venture and existing McEwen Copper shareholder to acquire shares of McEwen Copper in a two-part transaction. The transaction consisted of a private placement of 350,000 common shares of McEwen Copper, and the purchase of 1,250,000 common shares indirectly owned by McEwen Mining in a secondary sale. Proceeds of these transactions will ~~use proceeds from the Offering~~be used to ~~conduct exploration drilling, complete new resource model, baseline monitoring for environmental permitting, community~~advance development ~~and relations, other technical work and general corporate purposes. Publication~~ of ~~an updated Preliminary Economic Accessment (“PEA") on~~ the Los Azules copper project ~~is planned in Q1 2023.~~and for general corporate purposes at McEwen Copper and McEwen Mining, including the repayment of debt at McEwen Mining.

On October 24, 2022, McEwen Copper signed an agreement whereby Kennecott Exploration Company (“KEX”), a subsidiary of Rio Tinto for KEX, to earn a 60% interest in the Elder Creek property by investing $18 million over up to seven years (the “Expenditure Commitment”). If and when the expenditure commitment is completed, KEX and McEwen Copper will form an unincorporated 60:40 joint venture.

~~Table of Contents~~

Los Azules, San Juan, Argentina

The Los Azules project is one of the world’s largest undeveloped open-pit copper porphyry deposits and is located in the Province of San Juan, Argentina. The total indicated and inferred resources were estimated at 10.2 and 19.3 billion ~~lbs.~~lbs of copper, respectively, as ~~defined~~determined in ~~a technical report that was completed in 2017.~~our 2017 PEA. Since that time, extensive enterprise optimization work has been completed on potential larger scale, lower cost and lower carbon footprint options ~~revealing opportunities to guide~~compared with the ~~drilling and technical workflows. Please refer to our website at www.mcewenmining.com for further details.~~2017 PEA.

McEwen Copper spent ~~$7.6~~$31.9 million dollars in ~~Q3/22~~Q1/23 on the activities ~~below.~~below:

Drilling Program

~~Several~~Four drilling contractors ~~were secured~~operating a total of 15 drill rigs have been engaged for the ~~upcoming~~2022-2023 drilling season, which is expected to end by mid-Q2/23 as winter begins in San Juan. Included in this drill rig inventory are four Boart Longyear LF160 diamond drill rigs owned by Andes Corporacion Minera S.A., McEwen Copper’s wholly-owned Argentinean subsidiary, as well as the support of the only sonic drill rig in operation in Argentina. Over 105,000 feet (32,000 meters) of drilling has been completed to date in this drilling season, the majority of which are in respect of infill, geotechnical,

Table of Contents

and ~~mobilization commenced~~hydrological drilling to support our updated preliminary economic assessment, expected to be published in ~~September. Starting in early October~~Q2/23. We also completed additional step-out exploration drilling to test further extension of the ~~exploration road was operational and site access was available.~~mineralization.

The drilling program aims to:

~~Improve the structural and geo-metallurgical understanding of the deposit and geologic model.~~

~~Support the development of a feasibility study to be completed by 2024 and~~

~~Further improve the confidence in the mineral resource estimate and expand the overall resource base.~~

1. Increase drill hole density in an effort to upgrade our copper mineral resource classification and better understand our payback pit design;

2. Provide metallurgical, hydrological and geotechnical data to facilitate mine design;

3. Test for potential extensions of the resource to the north, south and at depth to determine how much larger the identified deposit could be; and

4. Gather other technical information to support our future feasibility study.

Road Construction

~~The Company aims for access to the site for much of the year to advance exploration activities.~~ A new low altitude access road ~~access (max 3,400 metres~~(max. 11,155 feet above sea ~~level “MASL”) has been developed, it~~level) was completed in 2022, which has only one high mountain pass, ~~and~~which we share ~~part of the road~~ with other mining projects, including El ~~Pachon~~Pachón (Glencore) and Altar ~~(Aldebaran~~(Stillwater-Sibanye and Aldebaran Resources). ~~The~~We expect the new road will be further upgraded and adapted for winter operating conditions. It was ~~succesfully~~successfully used for demobilization and allowed ~~for extension of~~the drilling season ~~through~~to be extended until May 2022. In addition, work is being done on the initial exploration access road to extend road widths and improve berms. We also successfully improved switchbacks to allow for the passage of ~~2022. The~~semi-trailer transports. As we advance, this will allow for safer operation and more cost and logistics efficiencies. It is anticipated that the two existing roads to the site ~~are anticipated to~~will provide ~~near~~almost year-round access to adequately support the current phase of work.

Technical Studies

~~The~~Our study teams ~~continued~~continue to work on an updated PEA to include all available drill information, assay information and metallurgical testing of core obtained during the 2017, 2018 and 2022 exploration seasons. Work on trade-off studies related to power supply and the potential for renewables, mining methods and processing options, an updated glacier study, and initial geotechnical ~~field of work~~fieldwork for the design of the ~~tailing and~~heap leach, a potential future tailings as well as waste storage facilities were continued during the quarter. Hydro-geological holes are underway as discussed above, and complement the work on the assessments of historical information and the re-establishment of existing water monitoring ~~locations was started.~~locations.

~~All hyperspectral~~Hyperspectral scanning ~~of available core~~ has been completed ~~for~~all historic core, and new ~~and historic core.~~core is scanned when obtained. Data from this initiative will ensure a refined and improved geological and resource model. ~~By end of Q3, some 62,500 meters of current~~Hyperspectral data is expected to be used for geotechnical, metallurgical and ~~historic drilling had been scanned and processed.~~resource modelling.

A preliminary optimization study ~~was~~ completed by Whittle Consulting in Q1/22 using existing information ~~and~~ was further refined during ~~Q2 & Q3.~~the remainder of the year. The study focused on the following objectives: ~~improve~~ value ~~optimize~~improvement, scale and capital ~~requirements, reduce~~requirement optimization, reduction in complexity, ~~minimize risks~~risk minimization and to enable fast trade-off analysis of environmentally friendly and regenerative solutions. ~~The analysis continues~~Currently, we are developing a scenario for Los Azules as an open pit mine that initially processes leachable copper content in a heap leach, with a solvent extraction and electrowinning (“SX/EW”) facility to ~~show there is potential~~produce LME Grade A copper cathodes for consumption in Argentina or export. This scenario will greatly reduce capital expenditures, as compared to ~~include several changes~~using a flotation concentrator, and would be more environmentally friendly due to ~~previous limitations which could create~~ a ~~significant increase in the value~~lower carbon footprint and usage of ~~the project which the company aims to include in the forthcoming PEA update Q1/23.~~significantly less water.

Metallurgical studies continue, utilizing international certified laboratories as well as additional confirmation work with the Institute of Mining Investigations, part of the engineering faculty of the University of San ~~Juan.~~Juan and our partners from Nuton, the Rio Tinto venture specialized in heap leaching of copper ore. Initial results show promising recoveries and reduced acid consumption for the scenario described above.

~~The preparation of the Exploitation~~An Environmental Impact Report on the ~~basis~~Los Azules project was submitted to the Ministry of Mining in Argentina on April, 14, 2023. The 6th EIR Update for ~~environmental permitting, has been awarded to Knight Piesold and the drafting of the report~~Exploration phase is ~~underway.~~under review by regulatory authorities.

3429

Table of Contents

NON-GAAP FINANCIAL PERFORMANCE MEASURES

We have included in this report certain non-GAAP financial performance measures as detailed below. In the gold mining industry, these are common performance measures but do not have any standardized meaning and are considered non-GAAP measures. We use these measures in evaluating our business and believe that, in addition to conventional measures prepared in accordance with GAAP, certain investors use such non-GAAP measures to evaluate our performance and ability to generate cash flow. Accordingly, they are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. There are limitations associated with the use of such non-GAAP measures. We compensate for these limitations by relying primarily on our U.S. GAAP results and using the non-GAAP measures supplementally.

The non-GAAP measures are presented for our wholly owned mines and the San José mine. The GAAP information used for the reconciliation to the non-GAAP measures for the San José mine may be found in Note 9, Investment in Minera Santa Cruz S.A. (“MSC”) – San José Mine. The amounts in the tables labeled “49% basis” were derived by applying to each financial statement line item the ownership percentage interest used to arrive at our share of net income or loss during the period when applying the equity method of accounting. We do not control the interest in or operations of MSC and the presentations of assets and liabilities and revenues and expenses of MSC do not represent our legal claim to such items. The amount of cash we receive is based upon specific provisions of the Option and Joint Venture Agreement (“OJVA”) and varies depending on factors including the profitability of the operations.

The presentation of these measures, including those for MSC, has limitations as an analytical tool. Some of these limitations include:

●

The amounts shown on MSC’s individual line items do not represent our legal claim to its assets and liabilities, or the revenues and expenses; and

●

Other companies in our industry may calculate their cash gross profit, cash costs, cash cost per ounce, all-in sustaining costs, all-in sustaining cost per ounce, average realized price per ounce, and liquid assets differently than we do, limiting the usefulness as a comparative measure.

Adjusted Net Income or Loss and Adjusted Net Income or Loss Per Share

Adjusted net income or loss is a non-GAAP financial measure and does not have any standardized meaning. We use adjusted net income to evaluate our operating performance and ability to generate cash flow from our wholly-owned operations in production; we disclose this metric as we believe this measure provides valuable assistance to investors and analysts in evaluating our ability to finance our precious metal operations and capital activities separately from our copper operations. The most directly comparable measure prepared in accordance with GAAP is net loss. Adjusted net income is calculated by adding back McEwen Copper and MSC’s income or loss impacts to our consolidated net income or loss.

Table of Contents

The following tables present a reconciliation of adjusted net income to the most directly comparable GAAP measure, net income:


	Three months ended March 31,
	2023		2022

Adjusted net income or loss	(in thousands)
Net loss after income and mining taxes	$	(36,410)	$	(21,064)
Adjusted for:
Advanced Projects – McEwen Copper (Note 2)		31,880		9,756
Exploration – McEwen Copper (Note 2)		387		60
General and administrative – McEwen Copper		773		104
Interest and other finance income – McEwen Copper		(9,198)		(467)
Foreign currency gain – McEwen Copper		2,112		(2,523)
Income tax expense – McEwen Copper		592		—
Loss from investment in Minera Santa Cruz S.A. (Note 9)		3,461		1,120
Adjusted net loss	$	(6,403)	$	(13,015)
Weighted average shares outstanding (thousands)		47,428		46,402
Adjusted net loss per share		(0.14)		(0.28)

Cash Gross Profit or Loss

Cash gross profit or loss is a non-GAAP financial measure and does not have any standardized meaning. We use cash gross profit to evaluate our operating performance and ability to generate cash flow; we disclose cash gross profit as we believe this measure provides valuable assistance to investors and analysts in evaluating our ability to finance our ongoing business and capital activities. The most directly comparable measure prepared in accordance with GAAP is gross profit or loss. Cash gross profit is calculated by adding back the depreciation and depletion expense to gross profit or loss.

The following tables present a reconciliation of cash gross profit or loss to the most directly comparable GAAP measure, gross profit or loss:


	Three months ended March 31, 2023
	Gold Bar		Fox Complex		El Gallo		Total (100% owned)

	(in thousands)
Gross profit	$	986	$	3,457	$	—	$	4,443
Add: Depreciation and depletion		1,260		5,636		—		6,896
Cash gross profit	$	2,246	$	9,093	$	—	$	11,339

Three months ended September 30, 2022

Nine months ended September 30, 2022

Gold Bar

Fox

El Gallo

Total (100% owned)

Gold Bar

Fox

El Gallo

Total (100% owned)

(in thousands)

(in thousands)
Gross profit (loss)

$
(1,275)

$
4,063

$
(1,285)

$
1,503

$
(3,775)

$
11,878

$
(8,359)

$
(256)
Add: Depreciation and depletion

1,514

2,799

—

4,313

3,275

8,219

—

11,494
Cash gross profit (loss)

$
239

$
6,862

$
(1,285)

$
5,816

$
(500)

$
20,097

$
(8,359)

$
11,238

~~Table of Contents~~


	Three months ended September 30, 2021								Nine months ended September 30, 2021								Three months ended March 31, 2022
	Gold Bar		Fox		El Gallo		Total (100% owned)		Gold Bar		Fox		El Gallo		Total (100% owned)		Gold Bar		Fox Complex		El Gallo		Total (100% owned)

	(in thousands)								(in thousands)								(in thousands)
Gross (loss) profit	$	790	$	707	$	(1,153)	$	344	$	1,335	$	1,875	$	(3,793)	$	(583)
Gross profit (loss)																	$	(3,248)	$	1,355	$	(4,101)	$	(5,994)
Add: Depreciation and depletion		2,140		3,885		—		6,025		6,208		10,469		—		16,677		818		2,894		—		3,712
Cash gross (loss) profit	$	2,930	$	4,592	$	(1,153)	$	6,369	$	7,543	$	12,344	$	(3,793)	$	16,094
Cash gross profit (loss)																	$	(2,430)	$	4,249	$	(4,101)	$	(2,282)


	Three months ended September 30,				Nine months ended September 30,				Three months ended March 31,
	2022		2021		2022		2021		2023		2022

San José mine cash gross profit (100% basis)	(in thousands)								(in thousands)
Gross profit	$	6,972	$	12,498	$	24,948	$	42,209
Gross profit (loss)									$	(3,614)	$	522
Add: Depreciation and depletion		9,376		11,690		21,629		28,422		8,230		6,896
Cash gross profit	$	16,348	$	24,188	$	46,577	$	70,631	$	4,616	$	7,418

Cash Costs and All-In Sustaining Costs

The terms cash costs, cash cost per ounce, all-in sustaining costs (“AISC”), and all-in sustaining cost per ounce used in this report are non-GAAP financial measures. We report these measures to provide additional information regarding operational efficiencies on an individual mine basis, and believe these measures used by the mining industry provide investors and analysts with useful information about our underlying costs of operations.

Table of Contents

Cash costs consist of mining, processing, on-site general and administrative expenses, community and permitting costs related to current operations, royalty costs, refining and treatment charges (for both doré and concentrate products), sales costs, export taxes and operational stripping costs, but exclude depreciation and amortization (non-cash items). The sum of these costs is divided by the corresponding gold equivalent ounces sold to determine a per ounce amount.

All-in sustaining costs consist of cash costs (as described above), plus accretion of retirement obligations and amortization of the asset retirement costs related to operating sites, environmental rehabilitation costs for mines with no reserves, sustaining exploration and development costs, sustaining capital expenditures and sustaining lease payments. Our all-in sustaining costs exclude the allocation of corporate general and administrative costs. The following is additional information regarding our all-in sustaining costs:

●

Sustaining operating costs represent expenditures incurred at current operations that are considered necessary to maintain current annual production at the mine site and include mine development costs and ongoing replacement of mine equipment and other capital facilities. Sustaining capital costs do not include the costs of expanding the project that would result in improved productivity of the existing asset, increased existing capacity or extended useful life.

●

Sustaining exploration and development costs include expenditures incurred to sustain current operations and to replace reserves and/or resources extracted as part of the ongoing production. Exploration activity performed near-mine (brownfield) or new exploration projects (greenfield) are classified as non-sustaining.

The sum of all-in sustaining costs is divided by the corresponding gold equivalent ounces sold to determine a per ounce amount.

Costs excluded from cash costs and all-in sustaining costs, in addition to depreciation and depletion, are income and mining tax expense, all corporate financing charges, costs related to business combinations, asset acquisitions and asset disposals, impairment charges and any items that are deducted for the purpose of normalizing items.

~~Table of Contents~~

The following tables reconcile these non-GAAP measures to the most directly comparable GAAP measure, production costs applicable to sales; the El Gallo project results are excluded from this reconciliation as the economics of residual leaching operations are measured by incremental revenue exceeding incremental costs expensed in the current period, with the latter not relevant on the evaluation of the residual leaching operations. Residual leaching costs for the three months ended September 30, 2022 were $0.5 million compared to $1.8 million in the same periods of 2021. For this reason, we have ceased relying on, and disclosing, cash cost and all-in sustaining cost per gold equivalent ounce as key metrics for the El Gallo Project.sales:


	Three months ended September 30, 2022						Nine months ended September 30, 2022						Three months ended March 31, 2023
	Gold Bar		Fox		Total		Gold Bar		Fox		Total		Gold Bar		Fox Complex		Total

	(in thousands, except per ounce)						(in thousands, except per ounce)						(in thousands, except per ounce)
Production costs applicable to sales - Cash costs (100% owned)	$	12,357	$	6,196	$	18,553	$	34,834	$	26,103	$	60,937	$	9,341	$	14,072	$	23,413
Mine site reclamation, accretion and amortization		202		—		202		1,435		—		1,435		—		—		—
In‑mine exploration		767		—		767		2,830		—		2,830		482		—		482
Capitalized underground mine development (sustaining)		—		4,080		4,080		—		11,130		11,130		—		2,655		2,655
Capital expenditures on plant and equipment (sustaining)		1,012		—		1,012		1,508		—		1,508		693		—		693
Sustaining leases		448		198		646		1,563		509		2,072		289		222		511
All‑in sustaining costs	$	14,786	$	10,474	$	25,260	$	42,170	$	37,742	$	79,912	$	10,805	$	16,949	$	27,754
Ounces sold, including stream (Au Eq. oz)⁽¹⁾		7.2		8.0		15.2		18.7		26.7		45.4
Cash cost per ounce ($/Au Eq. oz sold)	$	1,712	$	774	$	1,219	$	1,859	$	978	$	1,342
AISC per ounce ($/Au Eq. oz sold)	$	2,049	$	1,308	$	1,659	$	2,251	$	1,415	$	1,760
Ounces sold, including stream (GEO)														6.3		12.9		19.2
Cash costs per ounce sold ($/GEO)													$	1,491	$	1,088	$	1,220
AISC per ounce sold ($/GEO)													$	1,725	$	1,311	$	1,446

~~(1)~~

Total gold equivalent ounces sold for Q3/22 was 15,408 and includes gold equivalent ounces sold from the operating mines of 15,222, as disclosed above, and 186 gold equivalent ounces sold from the El Gallo Project for Q3/22.

Three months ended September 30, 2021

Nine months ended September 30, 2021

Gold Bar

Fox

Total

Gold Bar

Fox

Total

(in thousands, except per ounce)

(in thousands, except per ounce)
Production costs applicable to sales - Cash costs (100% owned)

$
18,753

$
9,635

$
28,388

$
53,376

$
22,622

$
75,998
Mine site reclamation, accretion and amortization

167

101

268

483

754

1,238
In‑mine exploration

(79)

568

489

881

1,812

2,692
Capitalized underground mine development (sustaining)

—

857

857

—

1,088

1,088
Capital expenditures on plant and equipment (sustaining)

310

483

793

853

726

1,579
Sustaining leases

390

242

632

1,282

498

1,780
All‑in sustaining costs

$
19,541

$
11,886

$
31,427

$
56,875

$
27,500

$
84,374
Ounces sold, including stream (Au Eq. oz)⁽¹⁾

12.1

8.4

20.4

33.7

20.5

54.3
Cash cost per ounce ($/Au Eq. oz sold)

$
1,553

$
1,154

$
1,390

$
1,582

$
1,102

$
1,400
AISC per ounce ($/Au Eq. oz sold)

$
1,618

$
1,423

$
1,539

$
1,685

$
1,339

$
1,555

~~(1)~~

Total gold equivalent ounces sold for Q3/21 was 21,100 and includes gold equivalent ounces sold from the operating mines of 20,400, as disclosed above, and 700 gold equivalent ounces sold from the El Gallo Project for Q3/21.

3732

Table of Contents

Three months ended September 30,

Nine months ended September 30,


2022

2021

2022

2021
San José mine cash costs (100% basis)

(in thousands, except per ounce)
Production costs applicable to sales - Cash costs

$
48,930

$
47,911

$
130,231

$
125,166
Mine site reclamation, accretion and amortization

25

116

213

333
Site exploration expenses

1,961

2,711

6,788

8,492
Capitalized underground mine development (sustaining)

10,051

6,725

27,758

18,039
Less: Depreciation

(476)

(498)

(1,491)

(1,324)
Capital expenditures (sustaining)

1,998

6,890

8,630

13,551
All‑in sustaining costs

$
62,489

$
63,855

$
172,130

$
164,256
Ounces sold (Au Eq. oz)

40.0

43.5

100.2

114.0
Cash cost per ounce ($/Au Eq. oz sold)

$
1,223

$
1,100

$
1,300

$
1,098
AISC per ounce ($/Au Eq. oz sold)

$
1,562

$
1,466

$
1,718

$
1,441


	Three months ended March 31, 2022
	Gold Bar		Fox Complex		Total

	(in thousands, except per ounce)
Production costs applicable to sales - Cash costs (100% owned)	$	14,172	$	8,647	$	22,819
Mine site reclamation, accretion and amortization		179		—		179
In‑mine exploration		1,131		—		1,131
Capitalized underground mine development (sustaining)		—		3,687		3,687
Capital expenditures on plant and equipment (sustaining)		277		—		277
Sustaining leases		577		197		774
All‑in sustaining costs	$	16,336	$	12,531	$	28,867
Ounces sold, including stream (GEO)		6.2		7.2		13.5
Cash costs per ounce sold ($/GEO)	$	2,284	$	1,193	$	1,696
AISC per ounce sold ($/GEO)	$	2,633	$	1,729	$	2,146


	Three months ended March 31,
	2023		2022

San José mine cash costs (100% basis)	(in thousands, except per ounce)
Production costs applicable to sales - Cash costs	$	41,124	$	31,789
Mine site reclamation, accretion and amortization		292		85
Site exploration expenses		1,952		1,735
Capitalized underground mine development (sustaining)		7,130		7,520
Less: Depreciation		(550)		(578)
Capital expenditures (sustaining)		1,089		1,517
All‑in sustaining costs	$	51,036	$	42,068
Ounces sold (GEO)		22.8		20.0
Cash costs per ounce sold ($/GEO)	$	1,800	$	1,589
AISC per ounce sold ($/GEO)	$	2,234	$	2,103

Average realized price

The term average realized price per ounce used in this report is also a non-GAAP financial measure. We prepare this measure to evaluate our performance against the market (London P.M. Fix). The average realized price for our 100% owned properties is calculated as gross sales of gold and silver, less streaming revenue, divided by the number of net ounces sold in the period, less ounces sold under the streaming agreement.

The following table reconciles the average realized prices to the most directly comparable U.S. GAAP measure, revenue from gold and silver sales. Ounces of gold and silver sold for the San José mine are provided to us by MSC.

Three months ended September 30,

Nine months ended September 30,

2022

2021

2022

2021
Average realized price - 100% owned

(in thousands, except per ounce)
Revenue from gold and silver sales

$
25,988

$
37,129

$
82,177

$
101,575
Less: revenue from gold sales, stream

426

326

1,237

895
Revenue from gold and silver sales, excluding stream

$
25,562

$
36,803

$
80,940

$
100,680
Gold equivalent ounces sold

15.4

21.1

46.3

57.4
Less: gold ounces sold, stream

0.7

0.6

2.2

1.6
Gold equivalent ounces sold, excluding stream

14.7

20.5

44.1

55.9
Average realized price per Au Eq. oz sold, excluding stream

$
1,742

$
1,793

$
1,833

$
1,802

Three months ended September 30,

Nine months ended September 30,


2022

2021

2022

2021
Average realized price - San José mine (100% basis)

(in thousands, except per ounce)
Gold sales

$
32,851

$
35,698

$
96,300

$
101,540
Silver sales

32,427

36,400

80,508

94,258
Gold and silver sales

$
65,278

$
72,098

$
176,808

$
195,797
Gold ounces sold

20.1

21.6

54.7

59.1
Silver ounces sold

1,788

1,605

3,868

3,841
Gold equivalent ounces sold

40.0

43.5

100.2

114.0
Average realized price per gold ounce sold

$
1,632

$
1,656

$
1,759

$
1,718
Average realized price per silver ounce sold

$
18.14

$
22.68

$
20.81

$
24.54
Average realized price per gold equivalent ounce sold

$
1,632

$
1,656

$
1,765

$
1,718


	Three months ended March 31,
	2023		2022

Average realized price - 100% owned	(in thousands, except per ounce)
Revenue from gold and silver sales	$	34,752	$	25,542
Less: revenue from gold sales, stream		402		368
Revenue from gold and silver sales, excluding stream	$	34,350	$	25,174
GEOs sold		19.2		13.9
Less: gold ounces sold, stream		0.7		0.6
GEOs sold, excluding stream		18.5		13.3
Average realized price per GEO sold, excluding stream	$	1,856	$	1,895

3833

Table of Contents


	Three months ended March 31,
	2023		2022

Average realized price - San José mine (100% basis)	(in thousands, except per ounce)
Gold sales	$	27,065	$	23,114
Silver sales		18,675		16,093
Gold and silver sales	$	45,740	$	39,207
Gold ounces sold		13.5		11.8
Silver ounces sold		783		640
GEOs sold		22.8		20.0
Average realized price per gold ounce sold	$	2,002	$	1,961
Average realized price per silver ounce sold	$	23.84	$	25.14
Average realized price per GEO sold	$	2,002	$	1,960

Liquid assets

The term liquid assets is also a non-GAAP financial measure. We report this measure to better understand our liquidity in each reporting period.

Liquid assets are calculated as the sum of the Balance Sheet line items of cash and cash equivalents, restricted cash, current investments, and trade receivables plus ounces of doré held in precious metals inventories valued at the London PM Fix spot price at the corresponding period. The following table summarizes the calculation of liquid assets as at ~~September 30, 2022~~March 31, 2023 and ~~2021:~~2022:


	September 30,				March 31,
	2022		2021		2023		2022

	(in thousands)				(in thousands)
Cash and cash equivalents	$	54,882	$	63,144	$	190,776	$	63,783
Restricted cash		-		6,175		4,227		6,647
Investments		1,431		1,798		1,591		2,424
Trade receivables		-		—
Receivables from marketable securities sales		-		—
Precious Metals valued at market value ⁽¹⁾		851		1,612
Precious metals⁽¹⁾						1,896		1,783
Total liquid assets	$	57,164	$	72,729	$	198,490	$	74,637

(1)	Please see Note 7 of the Consolidated Financial Statements

3934

Table of Contents

CRITICAL ACCOUNTING POLICIES

Critical accounting policies and estimates used to prepare our financial statements are discussed with our Audit Committee as they are implemented on an annual basis.

The were no significant changes in our Critical Accounting Policies since December 31, ~~2021~~2022. For further details on the Company’s accounting policies, refer to the Form 10-K for the year ended December 31, ~~2021 10-K/A.~~2022.

FORWARD-LOOKING STATEMENTS

This report contains or incorporates by reference “forward-looking statements”, as that term is used in federal securities laws, about our financial condition, results of operations and business. These statements include, among others:

●

statements about our anticipated exploration results, costs and feasibility of production, production estimates, receipt of permits or other regulatory or governmental approvals and plans for the development of our properties;

●

statements regarding the potential impacts of the COVID-19 pandemic, government responses to the continuing pandemic, and our response to those issues;

●

statements regarding strategic alternatives that we are, or may in the future, evaluate in connection with our business;

●

statements concerning the benefits or outcomes that we expect will result from our business activities and certain transactions that we contemplate or have completed, such as receipt of proceeds, increased revenues, decreased expenses and avoided expenses and expenditures; and

●

statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts.

These statements may be made expressly in this document or may be incorporated by reference to other documents that we will file with the SEC. Many of these statements can be found by looking for words such as “believes”, “expects”, “anticipates”, “estimates” or similar expressions used in this report or incorporated by reference in this report.

Forward-looking statements and information are based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, risks and contingencies, and there can be no assurance that such statements and information will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements and information.

We caution you not to put undue reliance on these forward-looking statements, which speak only as of the date of this report. Further, the forward-looking information contained in this document or incorporated herein by reference is a statement of our present intention and is based on present facts and assumptions, and may change at any time and without notice, based on changes in such facts or assumptions. Readers should not place undue reliance on forward-looking statements.

Risk ~~Factors~~Factors Impacting Forward-looking Statements

Important factors that could prevent us from achieving our stated goals and objectives include, but are not limited to, those set forth in the “Risk Factors” section in our report on Form 10-K for the year ended December ~~31,2021~~31,2022 and other reports filed with the SEC, and the following:

●

our ability to raise funds required for the execution of our business strategy;

~~Table of Contents~~

●

the effects of pandemics such as COVID-19 on health in our operating jurisdictions and the worldwide, national, state and local responses to such pandemics, and direct and indirect effects of ~~Covid-19~~COVID-19 or other pandemics on our business plans and operations;

Table of Contents

●

our ability to secure permits or other regulatory and government approvals needed to operate, develop or explore our mineral properties and projects;

●

our ability to maintain an on-going listing of our common stock on the New York Stock Exchange or another national securities exchange in the ~~U.S;~~United States;

●

decisions of foreign countries, banks and courts within those countries;

●

national and international geopolitical events and conflicts, and unexpected changes in business, economic, and political conditions;

●

operating results of MSC;

●

fluctuations in interest rates, inflation rates, currency exchange rates, or commodity prices;

●

timing and amount of mine production;

●

our ability to retain and attract key personnel;

●

technological changes in the mining industry;

●

changes in operating, exploration or overhead costs;

●

access and availability of materials, equipment, supplies, labor and supervision, power and water;

●

results of current and future exploration activities;

●

results of pending and future feasibility studies or the expansion or commencement of mining operations without feasibility studies having been completed;

●

changes in our business strategy;

●

interpretation of drill hole results and the geology, grade and continuity of mineralization;

●

the uncertainty of reserve estimates and timing of development expenditures;

●

litigation or regulatory investigations and procedures affecting us;

●

changes in federal, state, provincial and local laws and regulations;

●

local and community impacts and issues including criminal activity and violent crimes;

●

accidents, public health issues, and labor disputes;

●

~~our continued listing on a public exchange;~~

●

uncertainty relating to title to mineral properties;

●

changes in relationships with the local communities in the areas in which we operate; and

●

decisions by third parties over which we have no control.

We undertake no responsibility or obligation to update publicly these forward-looking statements, except as required by law and may update these statements in the future in written or oral statements. Investors should take note of any future statements made by or on our behalf.

4136

Table of Contents

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Our exposure to market risks includes, but is not limited to, the following risks: changes in foreign currency exchange rates, equity price risks, commodity price fluctuations, credit risk, interest rate risk and inflationary risk. We do not use derivative financial instruments as part of an overall strategy to manage market risk.

Further, our participation in the joint venture with Hochschild for the 49% interest held at MSC creates additional risks because, among other things, we do not exercise decision-making power over the day-to-day activities at MSC; however, implications from our partner’s decisions may result in us having to provide additional funding to MSC or result in a decrease in our percentage of ownership.

Foreign Currency Risk

In general, the devaluation of non-U.S. dollar currencies with respect to the U.S. dollar has a positive effect on our costs and liabilities which are incurred outside the U.S. while it has a negative effect on our ~~assets denominated in~~ non-U.S. dollar ~~currency.~~denominated assets. Although we transact most of our business in U.S. dollars, some expenses, labor, operating supplies and property and equipment are denominated in Canadian dollars, Mexican pesos or Argentine pesos.

Since 2008, the Argentine peso has been steadily devaluing against the U.S. dollar by 10% to ~~53%~~88% on an annual basis. During the three months ended ~~September 30, 2022,~~March 31, 2023, the Argentine peso devalued ~~13.1%~~17.3% compared to a devaluation of ~~5.13%~~7.7% in the same period of ~~2021.~~2022.

During the three months ended ~~September 30, 2022,~~March 31, 2023, the Mexican peso ~~decreased 1% compared~~appreciated 7.2% against the U.S ~~Dollar~~dollar compared to a 1% increase during in the same period in ~~2021.~~2022.

The Canadian dollar experienced a ~~2% depreciation~~1.7% appreciation against the U.S. dollar for the three months ended ~~September 30, 2022,~~March 31, 2023, compared to a ~~2.6%~~1% appreciation in the comparable period of ~~2021.~~2022.

The value of cash and cash equivalents denominated in foreign currencies also fluctuates with changes in currency exchange rates. Appreciation of non-U.S. dollar currencies results in a foreign currency gain on such investments and a depreciation in non-U.S. dollar currencies results in a loss. We ~~have not utilized material market risk-sensitive instruments to manage our exposure to foreign currency exchange rates but may do so in the future. We~~ hold portions of our cash reserves in non-U.S. dollar currencies.

Our Canadian dollar and Mexican peso cash balance was ~~$0.23~~$0.86 million (C$~~0.3~~1.12 million) and $0.2 million (MXN3.62 million), respectively, at ~~September 30, 2022. We also hold negligible portions of our cash reserves in Mexican and Argentina pesos, with the~~March 31, 2023. The effect that a 1% change in these respective currencies would result in gains/losses that are immaterial for disclosure. We have not utilized material market risk-sensitive instruments to manage our exposure to the Canadian dollar and Mexican peso exchange rates but may do so in the future. For the period ending March 31, 2023, our Argentine peso holdings were $140.9 million (ARS 29.5 billion). A 1% change in the value of the Argentine peso relative to the U.S. dollar would impact our results of operations by $1.4 million. We are using market risk-sensitive investments to manage our exposure to the Argentine peso relative to the U.S. dollar. During Q1/23, we earned interest of $9.0 million on our Argentine peso cash holdings against a foreign exchange loss of $6.9 million related to foreign exchange devaluation.

Further, we are also subject to foreign currency risk on the fluctuation of the Mexican peso on our VAT receivable balance. As of ~~September 30, 2022,~~March 31, 2023, our VAT receivable balance was 14.6 million Mexican ~~peso 16,264,078~~pesos, equivalent to approximately $0.8 million, for which a 1% change in the Mexican peso would have resulted in a immaterial gain/loss ~~of less than $0.05 million~~ in the Consolidated Statements of Operations.

Equity Price Risk

We have invested and may continue to invest in shares of common stock of other entities in the mining sector. Some of our investments may be highly volatile and lack liquidity caused by lower trading volumes. As a result, we are inherently exposed to fluctuations in the fair value of our investments, which may result in gains or losses upon their valuation.

Table of Contents

We have in the past sought and will likely in the future seek to acquire additional funding by sale of common stock or other equity securities. Movements in the price of our common stock have been volatile in the past and may also be volatile in the future. As a result, there is a risk that we may not be able to sell equity securities at an acceptable price to meet future funding requirements.

~~Table of Contents~~

Commodity Price Risk

We produce and sell gold and silver. Changes in the market price of gold and silver have and could in the future significantly affect our results of operations and cash flows. Change in the price of gold and silver could materially affect our revenues. Based on our revenues from gold and silver sales of ~~$26.0~~$34.9 million for the three months ended ~~September 30, 2022,~~March 31, 2023, a 10% change in the price of gold and silver would have had an impact of approximately ~~$2.6~~$3.5 million on our revenues. Changes in the price of gold and silver can also affect the provisionally priced sales that we make under agreements with refiners and other purchasers of our products. At ~~September 30, 2022,~~March 31, 2023, we had no gold or silver sales subject to final pricing at our 100% owned operations.

We have in the past and may in the future hold a portion of our treasury in gold and silver bullion, where the value is recorded at the lower of cost or market. Gold and silver prices may affect the value of any bullion that we hold in treasury.

We do not hedge any of our sales and are therefore subject to all changes in commodity prices.

Credit Risk

We may be exposed to credit loss through our precious metals and doré sales agreements with Canadian financial institutions and refineries if these customers are unable to make payment in accordance with the terms of the agreements. However, based on the history and the financial condition of our counterparties, we do not anticipate that any of ~~the financial institutions or refineries~~our customers will default on their ~~obligation.~~obligations. As of ~~September 30, 2022,~~March 31, 2023, we do not believe we have any significant credit exposure associated with precious metals and our doré sales agreements.

In Mexico, we are exposed to credit loss regarding our VAT receivable if the Mexican tax authorities are unable or unwilling to make payments in accordance with our monthly filings. Timing of collection on VAT receivables is uncertain as VAT refund procedures require a significant amount of information and follow-up. The risk is mitigated to the extent that the VAT receivable balance can be applied against future income taxes payable. However, at this time we are uncertain when, if ever, our Mexican operations will generate sufficient taxable operating profits to offset this receivable against taxes payable. We continue to face risks on the collection of our VAT receivables, which amount to $0.8 million as at ~~September 30, 2022.~~March 31, 2023.

In Nevada and Ontario, Canada we are required to provide security to cover our projected reclamation costs. As at ~~September 30, 2022,~~March 31, 2023, we have surety bonds of ~~$40.137~~$39.4 million in place to satisfy bonding requirements for this purpose. The bonds have an annual fee of 2.3% of their value and require a deposit of 11% of the amount of the bond. Although we do not believe we have any significant credit exposure associated with these bonds or the deposit, we are exposed to the risk that the surety may default in returning our deposit or that the surety bonds may no longer be accepted by the governmental agencies as satisfactory reclamation coverage, in which case we would be required to replace the surety bonding with cash.

Interest rate risk

Our outstanding debt consists of various equipment leases and the senior secured credit facility. As the debt is at fixed rates, we consider our interest rate risk exposure to be insignificant at this time.

Table of Contents

Inflationary Risk

Argentina has experienced a significant amount of inflation over the last ten years and has been classified as a highly inflationary economy. ASC 830 defines a hyperinflationary economy as one where the cumulative inflation rate exceeds 100% over the last three years preceding the reporting period. In this scenario, ASC 830 requires companies to change the functional currency of their foreign subsidiaries operating in a highly inflationary economy to match the Company’s reporting currency. In our case, the functional currency of all our Argentine subsidiaries has always been our reporting currency, the U.S. dollar. As such, we do not expect the classification of Argentina’s economy as a highly inflationary economy to change our financial reporting methodology.

~~Table of Contents~~

Item 4. CONTROLS AND PROCEDURES

(a)

We maintain a system of controls and procedures designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (“Exchange Act”), is recorded, processed, summarized and reported, within time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of ~~September 30, 2022,~~March 31, 2023, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management has evaluated the effectiveness of our disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

(b)	There were no changes in our internal control over financial reporting during the quarter ended ~~September 30, 2022~~March 31, 2023 that materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

4439

Table of Contents

PART II OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

None.

Item 1A. RISK FACTORS.

There were no material changes from the risk factors set forth under Part I, Item 1A, Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The risks described in our Annual Report and herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, cash flows and/or future results.

Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3.DEFAULTS UPON SENIOR SECURITIES.

None.

Item 5.4. MINE SAFETY DISCLOSURES

At McEwen Mining, safety is a core value, and we strive for superior performance. Our health and safety management system, which includes detailed standards and procedures for safe production, addresses topics such as employee training, risk management, workplace inspection, emergency response, accident investigation and program auditing. In addition to strong leadership and involvement from all levels of the organization, these programs and procedures form the cornerstone of safety at McEwen Mining, ensuring that employees are provided a safe and healthy environment and are intended to reduce workplace accidents, incidents and losses, comply with all mining-related regulations and provide support for both regulators and the industry to improve mine safety.

The operation of our Gold Bar mine is subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects our Gold Bar mine on a regular basis and may issue citations and orders when it believes a violation has occurred under the Mine Act. While we contract a majority of the mining operations at Gold Bar to an independent contractor, we may be considered an “operator” for purposes of the Mine Act and may be issued notices or citations if MSHA believes that we are responsible for violations.

We are required to report certain mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K, and that required information is included in Exhibit 95 filed with this report.

Item 5. OTHER INFORMATION

None.

4540

Table of Contents

Item 6. ~~EXHIBIT~~SEXHIBITS

The following exhibits are filed or incorporated by reference with this report:


3.1.1	Second Amended and Restated Articles of Incorporation of the Company as filed with the Colorado Secretary of State on January 20, 2012 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on January 24, 2012, Exhibit 3.1, File No. 001-33190).
3.1.2	Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Company as filed with the Colorado Secretary of State on January 24, 2012 (incorporated by reference from the Current Report on Form ~~8-K~~8 K filed with the SEC on January 24, 2012, Exhibit 3.2, File No. 001-33190).
3.1.3	Articles of Amendment to the Second Amended and Restated Articles of Incorporation as filed with the Colorado Secretary of State on July 25, 2022 (incorporated by reference from the Current Report on the Form 8-K filed with the SEC on July 28, 2022, Exhibit 3.1, File No. 001-33190).
3.2	Amended and Restated Bylaws of the Company (incorporated by reference from the Current Report on Form 8-K filed with the SEC on March 12, 2012, Exhibit 3.2, File No. 001-33190).
10.1	~~Form of~~Private Placement Subscription Agreement between McEwen Copper Inc. and ~~non-U.S. residents~~FCA Argentina S.A. dated as of February 23, 2023 (incorporated by reference from the ~~Current~~Annual Report on Form ~~8-K as~~10-K filed with the SEC on ~~June 23, 2022,~~March 14, 2023, Exhibit ~~10.1,~~10.15, File No. 001-33190).
10.2	~~Form of Subscription~~Offer Agreement ~~between~~among Andes Corporacion S.A., McEwen Copper Inc., Minera Andes Inc., McEwen Mining Inc. and ~~U.S. residents~~FCA Argentina S.A. dated as of February 23, 2023 (incorporated by reference from the ~~Current~~Annual Report on Form ~~8-K as~~10-K filed with the SEC on ~~June 23, 2022,~~March 14, 2023, Exhibit ~~10.2,~~10.16, File No. 001-33190).
10.3	~~Collaboration~~Investor Rights Agreement ~~by and~~ among McEwen Copper Inc., Minera Andes Inc., McEwen Mining Inc., Robert McEwen and ~~Nuton LLC dated August 30, 2022~~FCA Argentina S.A. (incorporated by reference from the ~~Current~~Annual Report on Form ~~8-K as~~10-K filed with the SEC on ~~September 6, 2022,~~March 14, 2023, Exhibit ~~10.3,~~10.17, File No. 001-33190).
10.4	Binding Term Sheet for Subscription between Nuton LLC and McEwen Copper Inc. effective as of February 23, 2023 (incorporated by reference from the Annual Report on Form 10-K filed with the SEC on March 14, 2023, Exhibit 10.18, File No. 001-33190)
10.5	Binding Term Sheet for Subscription for Secondary Offering of Shares among Nuton LLC, McEwen Copper Inc. and McEwen Mining Inc. dated as of February 23, 2023 (incorporated by reference from the Annual Report on Form 10-K filed with the SEC on March 14, 2023, Exhibit 10.19, File No. 001-33190)
10.6+	Private Placement Subscription Agreement between Nuton LLC and McEwen Copper Inc. dated as of March 9, 2023.
10.7+	Share Purchase Agreement among McEwen Mining Inc., McEwen Copper Inc., Robert McEwen, Minera Andes Inc. and Nuton LLC dated as of March 9, 2023.
10.8+	Amendment No. 1 to Collaboration Agreement among McEwen Mining Inc., McEwen Copper Inc. Robert McEwen and Nuton LLC dated as of March 9, 2023.
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Robert R. McEwen, principal executive officer.
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Perry Ing, principal financial officer.
32	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Robert R. McEwen and Perry Ing.
95	Mine safety disclosure.
101	The following materials from McEwen Mining Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2022~~March 31, 2023 are filed herewith, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Unaudited Consolidated Statements of Operations and Comprehensive (Loss) for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021,~~202w, (ii) the Unaudited Consolidated Balance Sheets as of ~~September 30, 2022~~March 31, 2023 and Audited Consolidated Balance Sheet as at December 31, ~~2021,~~2022, (iii) the Unaudited Consolidated Statement of Changes in Shareholders’ Equity for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ (iv) the Unaudited Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ and (v) the Unaudited Notes to the Consolidated Financial Statements.
104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2022,~~March 31, 2023, formatted in Inline XBRL and contained in Exhibit 101.
~~��~~+		Filed or furnished with this report.

4641

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MCEWEN MINING INC.

	/s/ Robert R. McEwen
Date: ~~November 4, 2022~~May 8, 2023	By: Robert R. McEwen,
	Chairman and Chief Executive Officer

	/s/ Perry Ing
Date: ~~November 4, 2022~~May 8, 2023	By: Perry Ing,
	Interim Chief Financial Officer

4742


As at September 30, 2022	Balance excluding FV increments		Adjustments		Balance including FV increments
Current assets	$	89,774	$	1,151	$	90,925
Total assets	$	197,130	$	84,120	$	281,250

Current liabilities	$	(57,912)	$	—	$	(57,912)
Total liabilities	$	(90,203)	$	(1,622)	$	(91,825)