UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

~~Filed by the Registrant~~ x

~~Filed by a Party other than the Registrant~~o

~~Check the appropriate box:~~
o	~~Preliminary Proxy Statement~~
o	~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~
x	~~Definitive Proxy Statement~~
o	~~Definitive Additional Materials~~
o	~~Soliciting Material under §240.14a-12~~

~~McEwen Mining Inc.~~
~~(Name of Registrant as Specified In Its Charter)~~


~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~

~~Payment of Filing Fee (Check the appropriate box):~~
x	~~No fee required.~~
o	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~
	~~(1)~~		~~Title of each class of securities to which transaction applies:~~

	~~(2)~~		~~Aggregate number of securities to which transaction applies:~~

	~~(3)~~		~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~

	~~(4)~~		~~Proposed maximum aggregate value of transaction:~~

	~~(5)~~		~~Total fee paid:~~

o	~~Fee paid previously with preliminary materials.~~
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	~~(1)~~	~~Amount Previously Paid:~~

	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~

	~~(3)~~	~~Filing Party:~~

	~~(4)~~	~~Date Filed:~~

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

McEwen Mining Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

TABLE OF CONTENTS

~~Table of Contents~~

MCEWEN MINING INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
~~MAY 31, 2016~~

June 30, 2022

The 2022 annual meeting of the shareholders of McEwen Mining Inc. ~~(“we,” “our,” “us,” “McEwen Mining” or the “Company”)~~ will be held virtually at: www.meetnow.global/MJXJLV6 on June 30, 2022 at ~~St. Andrew’s Club & Conference Centre, 150 King Street West, 16~~11:00 a.m. Eastern Timeth ~~Floor, Conservatory Room, Toronto, Ontario on May 31, 2016 at 4:00 p.m. Eastern Time.~~. The meeting will be held for the following purposes:

(1)

To elect eight (8) directors to serve on our Board of Directors until the next annual meeting of shareholders and until their successors are elected and qualified;

(2)

To consider and vote on an advisory (non-binding) resolution to approve the compensation of our named executive officers as described in the Compensation Discussion and Analysis, tabular disclosure and accompanying narrative disclosure set forth in our ~~2016~~2022 proxy statement;

(3)

To consider and vote on an advisory (non-binding) proposal to determine the frequency with which shareholders of our company shall be entitled to vote on the compensation of our named executive officers;

(4)

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, ~~2016;~~2022; and

(5)

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

These items of business are more fully described in the proxy statement accompanying this notice. The Board of Directors has fixed the close of business on April ~~11, 2016~~28, 2022 as the record date for the determination of the holders of our stock entitled to notice of, and to vote at, the meeting. Accordingly, only shareholders of record on our books at the close of business on that date will be entitled to notice of and to vote at the meeting and any adjournment and postponement thereof.

~~Pursuant to~~

This year’s annual meeting, like last year, will be a completely virtual meeting of shareholders, and will be conducted solely online. We believe the ~~rules of the Securities~~environmentally-friendly virtual meeting format will provide expanded access, improved communication and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we will mail, on or before April 20, 2016, a Notice of Internet Availability of Proxy Materials tocost savings for our shareholders ~~of record~~while also supporting public health and ~~beneficial owners as of~~safety during the ~~close of business on April 11, 2016. On~~on-going pandemic. You will be able to attend and participate in the ~~date of mailing of the Notice of Internet Availability of Proxy Materials, all record~~annual meeting online, vote your shares electronically and ~~beneficial owners will have the ability to access all of the proxy materials on a website referred~~submit your questions prior to and atduring the ~~URL address included in the Notice of Internet Availability of Proxy Materials.~~

~~The Notice of Internet Availability of Proxy Materials will also identify the date, the time and location of the annual meeting; the matters to be acted upon~~meeting by visiting: www.meetnow.global/MJXJLV6 at the meeting date and time described in the ~~Board of Directors’ recommendation with regard to each matter; a toll-free telephone number, an e-mail address, and a website where shareholders can request a paper or e-mail copy of the~~accompanying proxy statement, our annual report and a form of proxy relating to the annual meeting; information on how to access and vote the form of proxy; and information on how to obtain directions to attend the meeting and vote in person. These proxy materialsstatement. You will not be ~~available free of charge.~~

~~Shareholders are cordially invited~~able to attend the annual ~~meeting. If you wish~~meeting in person.

In the event of a technical malfunction in connection with the virtual meeting, the chair of the meeting will convene the meeting at 4:00 p.m. Eastern Daylight Time on the date specified above at our corporate offices located at 150 King Street West, Suite 2800, Toronto, Ontario, Canada solely for the purpose of adjourning the meeting to ~~vote shares held in your name~~reconvene at a date, time and physical or virtual location announced by the ~~annual~~ meeting ~~please bring your Notice of Internet Availability of Proxy Materials or proxy card (if you previously requested one be mailed to you) and picture identification to~~chair. Under these circumstances, we will post information regarding the ~~Meeting. Please note that shares~~announcement on the investors page of our ~~common stock may only be voted by the record owner of the shares, so the holders of our shares held in the name of an Intermediary and who wish to vote those shares in person~~website at ~~the Meeting must obtain a valid proxy from the Intermediary in order to do so.~~

mcewenmining.com.

Your vote is extremely important. We appreciate you taking the time to vote promptly. After reading the proxy statement, please vote, at your earliest convenience, by telephone or Internet, or request a proxy card to complete, sign and return by mail. If you decide to attend the annual meeting online and would prefer to vote ~~by ballot,~~electronically during the meeting, your proxy will be revoked automatically and only your vote at the annual meeting will be counted. YOUR SHARES CANNOT BE VOTED UNLESS YOU VOTE BY: (i) TELEPHONE, (ii) INTERNET, (iii) REQUESTING A PAPER PROXY CARD, TO COMPLETE, SIGN AND RETURN BY MAIL, OR (iv) ATTENDING THE ANNUAL MEETING AND VOTING ~~IN PERSON.~~ELECTRONICALLY. Please note that all votes cast via ~~telephone or~~ the Internet must be cast prior to 1:12:00 ~~a.m.~~p.m. Eastern Time on ~~May 31, 2016.~~

June 30, 2022 and votes cast by telephone must be cast by 1:00 a.m. on that same day.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be
Held Virtually on June 30, 2022 at 11:00 a.m. Eastern Time.
The proxy statement and annual report to stockholders are available at
http://www.envisionreports.com/MUX.

TABLE OF CONTENTS

	QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING					1
	Why did I receive these proxy materials?					1
	What am I being asked to vote on at the annual meeting?					1
	Why did I receive a “Notice of Internet Availability of Proxy Materials” but no proxy materials?					1
	What do I need to do to attend the annual meeting?					1
	How do I register to attend the annual meeting virtually on the Internet?					2
	Who is entitled to vote at the annual meeting?					2
	What is the difference between holding shares as a shareholder of record and as a beneficial owner?					2
	How do I vote?					2
	What can I do if I change my mind after I vote?					3
	What is “householding” and how does it affect me?					3
	Can I access the proxy materials and the 2021 annual report on the Internet?					4
	What is a broker non-vote?					4
	What is a quorum for the annual meeting?					4
	What are the voting requirements to elect the directors and to approve each of the proposals discussed in this proxy statement?					4
	Election of Directors; Majority Vote Policy					4
	Ratification of the Appointment of Ernst & Young LLP					5
	How will my shares be voted at the Annual Meeting?					5
	Could other matters be decided at the annual meeting?					5
	Who will pay for the cost of this proxy solicitation?					5
	Who will count the votes?					6
	PROPOSAL FOR ELECTION OF DIRECTORS					7
	Directors and Executive Officers					7
	Our Directors					7
	Our Officers					9
	Vote Necessary to Approve Proposal 1					10
	PROPOSAL FOR APPROVAL OF EXECUTIVE COMPENSATION					11
	Vote Necessary to Approve Proposal 2					12
	PROPOSAL FOR APPROVAL OF FREQUENCY OF SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION					12
	Vote Necessary to Approve Proposal 3					12
	PROPOSAL FOR RATIFICATION OF AUDITORS					13
	Vote Necessary to Ratify Proposal 4					13
	DELINQUENT SECTION 16(A) REPORTS					13
	CORPORATE GOVERNANCE					14
	Communications to the Board of Directors					14
	Board Leadership and Risk Oversight					14
	Board Committees and Meetings					14
	Audit Committee					15
	Compensation Committee					16
	Compensation Committee Interlocks and Insider Participation					16

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	Nominating and Corporate Governance Committee					16
	Environmental, Health & Safety Committee					17
	Board Diversity					17
	Family Relationships					18
	Other Corporate Governance					18
	COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS					19
	Compensation Discussion and Analysis					19
	Overview of Compensation Philosophy, Objectives and Policies					19
	Elements and Mix of Compensation					19
	Determining Executive Compensation					20
	Specific Compensation Decisions					21
	Summary Compensation Table					22
	Employment Agreements					23
	GRANTS OF PLAN BASED AWARDS					24
	OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END					25
	OPTION EXERCISES AND STOCK VESTED					25
	NON-QUALIFIED DEFERRED COMPENSATION					25
	CEO PAY RATIO					25
	DIRECTOR COMPENSATION					26
	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS					27
	Procedures and Policies					27
	Transactions with Related Parties					27
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					28
	Changes in Control					29
	SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS					29
	Equity Compensation Plan Information					29
	PROPOSALS OF SHAREHOLDERS FOR PRESENTATION AT THE NEXT ANNUAL MEETING OF SHAREHOLDERS					29
	WHERE YOU CAN FIND MORE INFORMATION ABOUT US					30
	ANNUAL REPORT ON FORM 10-K					30
	OTHER MATTERS					30

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~~MCEWEN MINING INC.~~

~~PROXY STATEMENT FOR~~QUESTIONS AND ANSWERS ABOUT THE
ANNUAL MEETING ~~OF SHAREHOLDERS~~AND VOTING

~~MAY 31, 2016~~Why did I receive these proxy materials?

~~This~~

We are providing these proxy materials, which consist of this proxy statement, ~~is furnished~~our Annual Report on Form 10-K and a proxy card, in connection with the solicitation ~~of proxies~~ by the Board of Directors (the “Board”) of McEwen Mining Inc. (“we,” “our,” “us,” ~~“McEwen Mining”~~ or the “Company”), of proxies to be voted at ~~the~~our annual meeting of shareholders to be held on Thursday, June 30, 2022 at ~~St. Andrew’s Club & Conference Centre, 150 King Street West, 16th Floor, Conservatory Room, Toronto, Ontario on May 31, 2016 at 4:~~11:00 ~~p.m.~~a.m., Eastern Time ~~or at~~, virtually at: www.meetnow.global/MJXJLV6, and any adjournment or postponement thereof. The Notice of ~~the meeting.~~

~~In accordance with rules~~Annual Meeting of Shareholders and ~~regulations of the SEC, instead of mailing a printed copy of our proxy materials to each shareholder of record or beneficial owner, we are now furnishing proxy materials, which include our~~this proxy statement and annual report, to our shareholders over the Internet. We believe that this procedure is more efficient, will save us and our shareholders money and will be more environmentally sound. Because you received a ~~Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the~~ proxy materials. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy on the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

~~The Notice of Internet Availability of Proxy Materials was first sent~~or voting instruction card are being mailed or made available to shareholders starting on or ~~about April 20, 2016.~~

~~The shares represented by a proxy that is properly executed and returned in time~~before May 6, 2022.

What am I being asked to ~~be voted~~vote on at the annual meeting will be voted in accordance with the instructions contained therein. Submitting the proxy via the Internet or telephone or signing and returning a paper proxy card does not affect a shareholder’s rightmeeting?

You are being asked to vote ~~in person at~~ upon:

•

the ~~annual meeting. If you wish~~election of eight nominees for directors to ~~vote your shares in person at~~hold office until the 2023 annual meeting ~~please bring your Notice~~ of ~~Internet Availability of Proxy Materials or proxy card (if you previously requested one be mailed to you)~~shareholders and ~~picture identification to the annual meeting. Please note that our shares may only be voted by the record owner of the shares, so the holders of common stock held in the name of an Intermediary~~until their successors are duly elected and ~~who wish to vote those shares in person at the annual meeting must obtain a valid proxy from the Intermediary in order to do so.~~

qualified;

~~Executed proxies that contain no instructions will be voted~~ ~~FOR~~ ~~each of the individuals nominated to be a director,~~ ~~FOR~~ ~~the resolution approving the compensation of our named executive officers as disclosed in this proxy statement,~~ ~~FOR~~• ~~the~~ ~~resolution to hold~~

the advisory vote on the compensation of our named executive officers ~~every three years,~~ ~~FOR~~as described in this proxy statement (“Say-on-Pay”);

•

the advisory vote to determine the frequency with which shareholders of our company shall be entitled to vote on the compensation of our named executive officers (“Say-When-on-Pay”);

•

the ratification of ~~appointment~~the selection by the Audit Committee of the Board of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ~~ended~~ending December 31, ~~2016,~~2022; and ~~in accordance with the judgment of the persons named as proxies in the form of proxy on such~~

•

any other business ~~or matters which~~that may properly come before the meeting.

Why did I receive a “Notice of Internet Availability of Proxy Materials” but no proxy materials?

We distribute our proxy materials to shareholders via the Internet under the “Notice and Access” approach permitted by rules of the Securities and Exchange Commission (“SEC”). This approach conserves natural resources and reduces our distribution costs, while providing a timely and convenient method of accessing the materials and voting. On or before May 6, 2022, we mailed a Notice of Internet Availability of Proxy Materials to shareholders, containing instructions on how to access the proxy materials on the Internet, to vote your shares over the Internet or by telephone or to request a paper copy of the proxy materials and proxy card. You will not receive a printed copy of the proxy materials unless you request them. If you would like to receive a printed copy of our proxy materials, including a printed proxy card on which you may submit your vote by mail, please follow the instructions for obtaining a printed copy of our proxy materials contained in the Notice of Internet Availability of Proxy Materials.

What do I need to do to attend the annual meeting?

The annual meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by online webcast. You are entitled to participate in the annual meeting only if you were a shareholder of the company as of the close of business on April 28, 2022, or if you hold a valid proxy for the annual meeting. ~~Other~~ No physical meeting will be held.

You will be able to attend the annual meeting online and submit your questions during the meeting by visiting www.meetnow.global/MJXJLV6. You also will be able to vote your shares online by attending the annual meeting by webcast. To participate in the annual meeting, you will need to review the information included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below. The online meeting will begin promptly at 11:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.

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How do I register to attend the annual meeting virtually on the Internet?

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare Trust Company, N.A. (“Computershare”)), you do not need to register to attend the annual meeting virtually on the Internet. Please follow the instructions in the notice or proxy card that you received. You will need a control number, which is located in the notice and proxy card.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the annual meeting virtually on the Internet. If you are unable to register for any reason, you may still view the meeting as a guest by visiting the meeting website, but you will not be able to vote or ask questions.

To register to attend the annual meeting online by webcast, you must submit proof of your proxy power (legal proxy) reflecting your McEwen Mining Inc. share holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on June 27, 2022.

You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us at the ~~matters set forth in~~following:

By email: Forward the e-mail from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com

By mail: Computershare Trust Company, N.A.
McEwen Mining Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001

Who is entitled to vote at the annual meeting?

Holders of our common stock at the close of business on April 28, 2022 are entitled to receive the Notice of Annual Meeting ~~we know~~ of ~~no matters~~shareholders and to ~~be brought before~~vote their shares at the annual meeting.

~~Shareholders who execute proxies for the annual meeting may revoke their proxies at any time prior to their exercise by delivering written notice~~ As of ~~revocation to us, by delivering a duly executed proxy bearing a later~~that date, ~~or by attending the annual meeting and voting in person.~~

The cost of the annual meeting, including the cost of preparing and delivering this proxy statement and proxy, will be borne by us. We may use the services of our directors, officers, employees and contractors to solicit proxies, personally or by telephone, but at no additional salary or compensation. We will also request banks, brokers and others who hold our voting securities in nominee names (“Intermediary”) to distribute proxy soliciting materials to beneficial owners and will reimburse such Intermediaries for reasonable out-of-pocket expenses which they may incur in so doing.

~~The holders of record~~there were 474,275,626 shares of our common stock ~~no par value per share,~~outstanding and ~~the holder of the Series B Special Voting Preferred Stock as of April 11, 2016 are~~ entitled to notice of and to vote at the annual meeting. The holder of the one share of Series B Special Voting Preferred Stock holds the share as trustee for the holders of exchangeable shares (“Exchangeable Shares”) of our subsidiary McEwen Mining—Minera Andes Acquisition Corp. (“Canadian Exchange Co.”) as set forth in the Voting and Exchange Trust Agreement among McEwen Mining Inc., Canadian Exchange Co., McEwen Mining (Alberta) ULC and Computershare Trust Company of Canada dated January 24, 2012 (“Series B Voting and Exchange Trust Agreement”). The Exchangeable Shares were issued in connection with the acquisition of Minera Andes Inc. (“Minera

~~Table of Contents~~

~~Andes”) in January 2012. The Exchangeable Shares have substantially the same economic and voting rights as our common stock.~~

vote. Each share of common stock is entitled to one ~~vote.~~vote on each matter properly brought before the annual meeting.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

If your shares are registered in your name with our transfer agent, Computershare, you are the “shareholder of record” of those shares. The ~~one share~~Notice of ~~Series B Special Voting Preferred Stock is entitled~~Annual Meeting of shareholders and this proxy statement and any accompanying materials have been provided directly to ~~an aggregate number~~you by us.

If your shares are held in a stock brokerage account or by a bank or other nominee/holder of ~~votes equal~~record, you are considered the “beneficial owner” of those shares, and the Notice of Annual Meeting of shareholders and this proxy statement and any accompanying documents have been provided to you by your broker, bank or other holder of record. As the ~~number~~beneficial owner, you have the right to direct your broker, bank or other holder of ~~Exchangeable Shares issued and outstanding as~~record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the Internet.

How do I vote?

You may vote using any of the following methods:

•

By Internet: If you are a shareholder of record, ~~date which~~you can vote over the Internet at www.envisionreports.com/MUX by following the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card. If you hold your shares through a broker or other intermediary, you should contact your broker to determine if they allow for voting on the internet or by phone.

•

By Telephone: If you are a shareholder of record, you can vote over the telephone by calling 1-800-652-8683 and following the directions.

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•

By Mail: If you have requested or received a proxy or voting instruction card by mail, you can vote by completing, signing and dating the proxy or voting instruction card and returning it in the prepaid envelope. If you are a shareholder of record and return your signed proxy card but do not ~~owned~~indicate your voting preferences, the persons named in the proxy card will vote the shares represented by your proxy card as recommended by the ~~Company~~Board.

•

At the Meeting (Virtually): You may vote your shares at the virtual annual meeting. If you hold your shares through an intermediary, such as a bank or ~~its affiliates. Any shares held~~broker, you must register in advance to attend the annual meeting virtually on the Internet. To register to attend the annual meeting online by webcast, you must submit proof of your proxy power (legal proxy) reflecting your McEwen Mining Inc. holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on June 27, 2022. Please see additional details under “How do I register to attend the ~~Company~~annual meeting on the Internet,” above.

Internet voting facilities for shareholders of record will be available 24 hours a day until 12:00 p.m., Eastern Time, on June 30, 2022. Voting by telephone will be available until 1:00 a.m. on that day. The availability of Internet and telephone voting for beneficial owners will depend on the voting processes of your broker, bank or ~~its affiliates are~~other holder of record. We therefore recommend that you follow the voting instructions in the materials you receive. If you vote by Internet or telephone, you do not ~~entitled~~have to return your proxy or voting instruction card.

Your vote is important. You can save us the expense of a second mailing by voting promptly.

What can I do if I change my mind after I vote?

Submitting your proxy over the Internet, by telephone or by executing and returning a printed proxy card will not affect your right to attend the annual meeting virtually and to vote electronically during the meeting. The presence at the annual ~~meeting. The holders~~meeting of a shareholder who has submitted a proxy does not in itself revoke a proxy. If you are a shareholder of record, you can revoke your proxy before it is exercised by:

•

giving written notice to the Corporate Secretary of the Company before the day of the meeting;

•

delivering a valid, later-dated proxy, or a later-dated vote by telephone or on the Internet, in a timely manner; or

•

voting electronically during the annual meeting.

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other holder of record or registering, attending the meeting and voting electronically during the meeting.

What is “householding” and how does it affect me?

When multiple shareholders have the same address, the SEC permits companies and intermediaries to deliver a single copy of certain proxy materials and the Notice of Internet Availability of Proxy Materials to them. This process is commonly referred to as “householding.” We do not participate in householding, but some brokers may for shareholders who do not take electronic delivery of proxy materials. If your shares are held in a brokerage account and you have received notice from your broker that it will send one copy of the Notice or proxy materials to your address, householding will continue until you are notified otherwise or instruct your broker otherwise.

If, at any time, you would prefer to receive a separate copy of the Notice or proxy materials, or if you share an address with another shareholder and receive multiple copies but would prefer to receive a single copy, please notify your broker. We will promptly deliver to a shareholder who received one copy of the Notice or proxy materials as a result of householding a separate copy upon the shareholder’s written or oral request directed to our investor relations department at (647) 258-0395 ext. 320 or McEwen Mining Inc., 150 King Street West, Suite 2800, Toronto, Ontario, Canada M5H 1J9. Please note, however, that if you wish to receive a paper proxy card or other proxy materials for purposes of this year’s annual meeting, you should follow the instructions provided in the Notice.

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Can I access the proxy materials and the 2021 annual report on the Internet?

The Notice of Annual Meeting of shareholders, this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2021 are available at http://www.envisionreports.com/MUX. You will also be able to access the proxy materials at the meeting website during the virtual annual meeting.

What is a broker non-vote?

If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non- vote.” In these cases, the broker can register your shares as being present at the annual meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under the rules of the New York Stock Exchange, or “NYSE.”

If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under the rules of the NYSE (“NYSE Rules”) to vote your shares on the ratification of the appointment of Ernst & Young LLP, even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on any of the other proposals to be considered at the annual meeting and if you do not provide voting instructions to your broker, a broker non-vote will occur and your shares will not be voted on these matters or any other matter that may properly come before the meeting.

What is a quorum for the annual meeting?

A quorum is the minimum number of shares of our common stock that must be present in person or by proxy to legally convene the annual meeting. As stated in our Second Amended and ~~the holder~~Restated Articles of ~~the Series B Special Voting Preferred Stock vote together as a single class.~~

~~On April 11, 2016, there were a total of 277,027,128 shares of common stock~~Incorporation and ~~21,048,613 Exchangeable Shares (exclusive of shares owned by McEwen Mining and its affiliates) outstanding. The~~bylaws, the presence in person or by proxy of ~~not less than~~the holders of stock representing at least one-third of the voting power of all shares of our stock issued and outstanding ~~shares~~and entitled to vote at the annual meeting ~~will~~is necessary to constitute a ~~quorum for the transaction of business at the annual meeting.~~

Brokers and other Intermediaries who hold common stock in “street name” and do not receive instructions from their clients on how to vote on a particular proposal are permitted to vote on routine proposals but not on non-routine proposals. The absence of votes from Intermediaries on non-routine proposals are referred to as broker non-votes. Proposals such as the ratification of the independent registered public accounting firm are considered routine. The election of directors, the proposal regarding the compensation of our named executive officers, and the proposal regarding the frequency of voting on the compensation of our named executive officers are non-routine. Thus, if shareholders do not give their broker or Intermediary specific instructions, their shares may not be voted for the election of directors, the proposal regarding compensation, or the proposal regarding frequency of a vote on executive compensation.quorum. Abstentions and broker non-votes ~~will be~~are counted as present and entitled to vote for purposes of ~~establishing~~determining a ~~quorum but will have no effect on~~quorum.

What are the ~~outcome of any~~voting requirements to elect the directors and to approve each of the ~~four~~ proposals ~~at the annual meeting.~~

~~There are different voting requirements for the four proposals:~~

discussed in this proxy statement?

Proposal			Vote Required
1. Election of directors			Plurality, subject to resignation under Majority Voting Policy if votes “withheld” greater than votes “for”
2. The advisory vote on the compensation of our named executive officers as described in this proxy statement			Majority of the votes cast on the proposal
3. The advisory vote on the frequency of Say-on-Pay			The frequency (every one, two or three years) receiving the highest number of votes will be approved
4. Ratification of the appointment of Ernst & Young LLP			Majority of votes cast on the proposal

·Election of Directors; Majority Vote Policy

Directors are elected by a plurality of the votes cast atfor the ~~annual meeting~~election (assuming a quorum is ~~present)~~present at the meeting), subject to our Majority Voting Policy ~~(described below)~~(the “Majority Voting Policy”). Consequently, any shares not voted at the annual meeting, whether due to abstentions, broker non-votes or otherwise, will have no impact on the election of directors. Subject to our Majority Voting Policy, theThe eight nominees for director who receive the highest number of votes will be elected to the Board of ~~Directors;~~

· ~~The advisory vote on~~Directors. Any shares not voted for the compensation of our named executive officers as described in this proxy statement (“Say-on-Pay”) will be approved if it receives the affirmative vote of a majority of the votes cast on the proposal at the annual meeting. With regardelection, whether due to ~~this resolution,~~ abstentions, ~~and~~ broker non-votes ~~will have no impact on the approval of our executive compensation;~~

· ~~The frequency of Say-on-Pay receiving the highest number of votes (i.e., one year, two years~~ or ~~three years) will be approved. Abstentions and broker non-votes~~otherwise, will have no effect on ~~this resolution; and~~

· ~~The ratification of appointment of our independent registered public accountant and will be approved if it receives~~ the ~~affirmative vote of a majority~~election of the ~~votes cast at the annual meeting. With regard~~directors.

Pursuant to ~~this resolution, abstentions and broker non-votes will have no impact on the approval of these proposals.~~

~~Under~~ our Majority Voting Policy, in the absence of a contested election, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” such

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election must promptly tender his or her resignation to the Board. The ~~Board will refer the resignation to the~~ Nominating ~~& Corporate~~and Governance Committee of our Board ~~for consideration. The Nominating & Corporate Governance~~(or, under certain circumstances, another Committee appointed by the Board) will promptly consider ~~the~~that resignation and will recommend to the Board whether to accept the tendered resignation ~~unless~~or reject it ~~determines that there are extraordinary circumstances relating to the composition of the Board or the voting results that should delay the acceptance or justify rejecting it.~~based on all relevant factors. The Board ~~is expected to~~must then act on that recommendation ~~and disclose its decision in a filing with the SEC or other means of publication within~~no later than 90 days following the date of an annual meeting of shareholders. Within four days of the ~~meeting. Upon acceptance~~Board’s decision, we must disclose the decision in a Current Report on Form 8-K filed with the SEC that includes a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the resignation.

Say-on-Pay

The affirmative vote of a ~~resignation~~majority of the votes cast on the proposal at the annual (assuming a quorum is present) meeting is required to approve the advisory vote on the compensation of our named executive officers. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Say-When-on-Pay

The frequency with which shareholders of our company shall be entitled to vote on the compensation of our named executive officers (i.e., either one, two or three years) receiving the highest number of votes will be approved. Abstentions and broker non-votes will not be treated as votes cast on this proposal and therefore will have no effect on the outcome of this proposal.

Ratification of the Appointment of Ernst & Young LLP

The affirmative vote of a majority of the votes cast for the proposal (assuming a quorum is present) is required for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022. Abstentions and broker non-votes will not be treated as votes cast on this proposal and will therefore have no effect on the outcome of this proposal.

How will my shares be voted at the Annual Meeting?

If you submit your proxy over the Internet or by telephone, or you request a printed proxy card and properly execute and return the proxy card by mail, then the persons named as proxies will vote the shares represented by your proxy according to your instructions. If you request a printed proxy card, and properly execute and return the proxy card by mail, but do not mark voting instructions on the proxy card, then the persons named as proxies will vote:

•

FOR the election of each of the nominees for director;

•

FOR the resolution approving the compensation of our named executive officers;

•

FOR the resolution to hold the vote on the compensation of our named executive officers every three years; and

•

FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022.

Could other matters be decided at the annual meeting?

Other than the election of directors, the advisory vote on the compensation of our named executive officers, the advisory vote on the frequency of Say-on-Pay and the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022, the Board knows of no other matters to be presented at the annual meeting. However, if you return your signed and ~~subject to any corporate law restrictions, the Board may (1) leave a vacancy~~completed proxy card or vote by telephone or on the ~~Board unfilled until~~Internet and any other business or matters properly come before the ~~next~~ annual meeting, ~~(2) fill~~then the ~~vacancy~~persons named as proxies in the form of proxy will vote the shares represented by ~~appointing a new director whom~~each proxy in accordance with their judgment on such matters.

Who will pay for the ~~Board considers to merit~~cost of this proxy solicitation?

We will pay the ~~confidence~~cost of ~~the shareholders,~~soliciting proxies. Proxies may be solicited on our behalf by our directors, officers or ~~(3) call a special meeting of shareholders to consider new nominee(s) to fill the vacant position(s).~~

~~YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR PROXY BY INTERNET OR TELEPHONE VOTING OR RETURN THE PROXY BY MAIL PROMPTLY SO YOUR SHARES CAN BE REPRESENTED, EVEN IF YOU PLAN TO ATTEND THE MEETING IN PERSON.~~

ii

employees in person or by telephone, mail, electronic transmission and/or facsimile transmission.

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~~PROPOSAL FOR~~
ELECTION OF DIRECTORS

(Proposal 1 on Proxy Card)

The Board of Directors currently consists of ~~eight members, all of whom~~nine members. Ms. Michele Ashby and Mr. Michael Stein are not seeking nomination and reelection. The seven remaining directors have been nominated to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified. In addition, Ian Ball has been nominated to serve on the Board to bring the total number to eight, and the Board does not have any current plans to fill any vacancy that will be created upon Ms. Ashby and Mr. Stein ceasing to serve on the Board of Directors. The eight nominees have indicated that they are willing and able to serve as directors if elected. If any of the nominees becomes unable or unwilling to serve, the accompanying proxy may be voted for the election of such other person as shall be designated by the Board of Directors.

Directors and Executive Officers

The following table reflects our directors and executive officers as of the date of this proxy statement:

Name

Age

Positions With the Company

Board
Position
Held Since
Robert R. McEwen

65

Chairman of the Board and Chief Executive Officer

2005
Allen V. Ambrose(1)(2)(3)

59

Director

2012
Michele L. Ashby(1)(3)

60

Director

2005
Leanne M. Baker(2)(4)

63

Director

2005
Richard W. Brissenden(3)(4)

71

Director

2012
Gregory P. Fauquier(1)(3)

65

Director

2014
Donald R. M. Quick(3)

64

Director

2012
Michael L. Stein(4)

65

Director

2012
Colin Sutherland

44

President

—
Nathan M. Stubina

57

Managing Director

—
William A. Faust

64

Chief Operating Officer

—
Andrew L. Elinesky

39

Senior Vice President and Chief Financial Officer

—
Andrew Iaboni

34

Vice President, Finance

—
Carmen L. Diges

45

General Counsel

—
Simon T. Quick

29

Vice President, Projects

—

Name	Age	Positions With the Company	Board Position Held Since
Robert R. McEwen	71	Chairman of the Board and Chief Executive Officer	2005
Allen V. Ambrose(1)(2)(3)	65	Director	2012
Michele L. Ashby(1)(2)(3)	66	Director	2005
Richard W. Brissenden(3)(4)	77	Director	2012
Robin E. Dunbar(2)(4)	63	Director	2017
Donald R.M. Quick(3)	70	Director	2012
Merri Sanchez.	61	Director	2022
William M. Shaver(3)	74	Director	2021
Michael L. Stein(4)	71	Director	2012
Anna Ladd-Kruger	52	Chief Financial Officer	—
G. Peter Mah	55	Chief Operating Officer	—
Stephen McGibbon	63	Executive Vice President of Exploration	—
Ruben Wallin	54	Vice President of Environment, Health, Safety & Sustainability	—
Carmen Diges	51	General Counsel and Secretary	—
Stefan Spears	40	Vice President, Corporate Development	—

(1)

Member of the Compensation ~~Committee~~

Committee.

(2)

Member of the Nominating & Corporate Governance ~~Committee~~

Committee.

(3)

Member of the Environmental, Health & Safety ~~Committee~~

Committee.

(4)

Member of the Audit ~~Committee~~

Committee.

All of our directors named above except Mr. McEwen and Dr. Quick are independent as defined under the ~~rules of the New York Stock Exchange (“NYSE”), as published in the Listed Company Manual (“~~NYSE ~~Rules”).~~

Rules.

The following information summarizes the recent (at least five years) business experience of our officers and directors:

Our Directors

Robert R. McEwen. Mr. McEwen became the Chairman of our Board of Directors and our Chief Executive Officer on August 18, 2005. ~~Prior to our acquisition of Minera Andes in January 2012,~~ Mr. McEwen was also ~~Executive~~Non-Executive Chairman ~~President, Chief Executive Officer (from June 2009) and Director (from August 2008)~~ of that entity. Minera Andes was a gold and silver producer and copper exploration company with securities formerly traded on the Toronto Stock Exchange (“TSX”) and the OTC Bulletin Board. We completed the acquisition of Minera Andes in January 2012. From 1994 to December 2010, Mr. McEwen also served as Chairman and Chief Executive Officer of Lexam Explorations Inc. (“Lexam”). Lexam combined with VG Gold Corp. in 2011 and is now known as Lexam VG Gold Inc. (“~~Lexam VG”~~Lexam”)~~. Mr. McEwen is Non-Executive Chairman~~ from January 2011 to April 2017, at which time we completed the acquisition of ~~Lexam VG, which securities trade on~~Lexam. He was Chief Executive Officer of US Gold Corporation from 2005-2012 and was also the ~~TSX.~~President and

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Chief Executive Officer of Minera Andes Inc. from June 2009 until January 2012, when we completed the acquisition of that entity. He was the Chief Executive Officer of Goldcorp Inc. from June 1986 until February 2005 and the Chairman of that company from 1986 to October 2005. Goldcorp is engaged in the business of exploring for and producing gold and other precious ~~metals. The securities~~metals and is now part of ~~Goldcorp are traded on the TSX and NYSE.~~Newmont Corporation. Our Board believes that Mr. McEwen’s 3030+ years of experience in the mining industry, and particularly the experience he developed by guiding Goldcorp ~~Inc.~~ from a start-up into a senior gold producer, provides ~~Mr. McEwen~~him with the desired skills, attributes and qualifications to serve as a member of our Board.

Allen V. Ambrose. Mr. Ambrose has over three decades of experience in the mining industry, including work with large companies as well as junior exploration companies. A founder of Minera Andes Inc., he was a director from November 1995 until its combination with McEwen Mining in January 2012. Mr. Ambrose also served as President and Chief Executive Officer of Minera Andes from 1995 until June 2009. Mr. Ambrose has extensive experience in all phases of exploration, project evaluation and project management, and has worked as a geologic consultant in the USUnited States (U.S.) and South America. As a consultant, he ~~was a co-discoverer of~~co-discovered a Venezuelan auriferous massive gold sulfide deposit acquired by Gold Reserve Corporation and known generally as the Brisas deposit. He formerly was employed as exploration manager for N.A. Degerstrom Inc., a USU.S. contract mining company, and has worked as a geologist for Cyprus Minerals, Kidd Creek Mines, Molycorp, Boise Cascade and ~~Dennison~~Denison Mines. He holds a BSB.Sc. in Geology from Eastern Washington University and attended graduate school. The ~~board~~Board believes that Mr. Ambrose’ experience as a geologist, significant understanding and experience with our Argentine assets, and knowledge of the mining industry provide the requisite skills and qualifications to serve as a member of our Board.

~~Michele L. Ashby.~~ Since January 2016, Ms. Ashby has worked as a Chair of Vistage Worldwide, Inc., a Delaware corporation engaged in executive coaching, leadership development and business mentoring. From January 2014 until December 2015, Ms. Ashby worked as an Executive Consultant with McGhee Productivity Solutions, a Denver based consultancy group which serves Fortune 100 companies in leadership, management, and strategic training programs. She is also the President of Ashby Investments LLC, a financial advisory firm, a position that she has occupied since June 2012. She is also the former Chief Executive Officer and founder of MiNE, LLC, a Colorado limited liability company which acted as an intermediary for natural resources and energy companies to the institutional investment community. She occupied that position from July 2005 to September 2013. From January 1988 to July 2005, she was the Chief Executive Officer and founder of Denver Gold Group Inc., a Colorado not-for-profit corporation organized and operated as a trade association for the mining industry. In that capacity, she developed, marketed and organized annual conferences for participants in the industry and the investment community. From November 1983 to December 1995, she was a stockbroker and mining analyst with a regional investment banking firm located in Denver, Colorado. Ms. Ashby graduated ~~magna cum laude~~ with a degree in finance from Regis University. Our Board believes that Ms. Ashby’s 25 years in the finance industry emphasizing the mining sector, and her diverse interaction with executives of mining companies located around the world, provide her with the appropriate skills and experience to serve as a member of our Board.

~~Leanne M. Baker.~~ Dr. Baker is the former President and Chief Executive Officer of Sutter Gold Mining Inc., a corporation with securities traded on the TSX Venture Exchange (“TSX-V”) and the OTCQX, a position she occupied from November 2011 to July 2013. Dr. Baker continues to serve as a director of Sutter Gold Mining Inc. From January 2002 to October 2011, she was Managing Director of Investor Resources LLC, consulting for the mining and financial services industries. Prior to that, she was an equity research analyst and Managing Director with Salomon Smith Barney from 1990 to 2001, where she helped build a research and investment banking franchise in the metals and mining sectors. She is a director of Agnico Eagle Mines Ltd., a company with securities traded on the TSX and NYSE, and with Reunion Gold Corporation, formerly known as New Sleeper Gold Corporation, with securities traded on the TSX-V. Dr. Baker has a Master of Science degree and a Ph.D. in mineral economics from the Colorado School of Mines. Our Board believes that Dr. Baker’s background in corporate finance and mineral economics, as well as her experience in corporate governance from serving as a director of other mining companies, provides the requisite skills and qualifications as a member of our Board.

~~Richard.~~Richard W. Brissenden. Mr. Brissenden is a Chartered Professional Accountant (Ontario) and a graduate ~~from~~of the ~~Director’s~~Directors Education Program of the Institute of Corporate Directors with an ICD.D designation, with more than 30 years of experience in the mining and exploration sector. ~~Since~~From December 2013 until April 2018, Mr. Brissenden ~~has been~~was a director of Banro Corporation, a Canadian gold mining company with securities traded on the ~~TSX~~Toronto Stock Exchange (“TSX”) and NYSE ~~MKT,~~American, and ~~has~~ served as its Chairman (May 2014 —to January 2015; January 2016 ~~— Present)~~to April 2018) and its Executive Chairman (January 2015 —to December 2015). He also ~~serves~~served as a director ~~for~~of Lexam ~~VG Gold Inc. (since~~from January ~~2011).~~2011 until April 2017 when it was acquired by McEwen Mining. He previously served as a board member and executive of numerous companies in the mining and mineral exploration sector. The Board believes that Mr. Brissenden’s significant financial experience as a chartered professional accountant and member of numerous public company ~~audit committees,~~Audit Committees, as well as significant understanding ~~and experience~~ of ~~the mining industry, provides the requisite skills~~ and ~~qualifications to serve as a member of our Board.~~

~~Gregory P. Fauquier.~~ Mr. Fauquier is a mining engineer with a broad range of management skills covering both mine and process operations, as well as development, together with experience in both open pit and underground operations. From 2002 to 2013, Mr. Fauquier was employed as the Global Managing Director for Hatch Ltd., a consulting engineering and project implementation company, where he was responsible for mining and mineral processing, as well as Hatch’s operational services worldwide. Prior to his employment at Hatch, Mr. Fauquier held positions with Barrick as their Senior Vice President for Operations, with Rio Tinto as General Manager of the Flambeau Mining Company, also with Rio Tinto as Mine Manager for their Kennecott Bingham Canyon Mine in Utah as well as their Palabora Mine in South Africa.

~~Mr. Fauquier holds a B.Sc. Mining degree from Queen’s University. The Board believes that Mr. Fauquier’s nearly four decades of operations and development~~ experience in the mining industry, provides the requisite skills and qualifications to serve as a member of our Board.

Robin E. Dunbar. Mr. Dunbar has been involved in the mining industry since 1996 following 14 years in commercial and corporate banking in Canada. He was a non-executive director of Lexam prior to our acquisition of that entity. Currently, he is President and Chief Executive Officer of Grid Metals Corp. (formerly Mustang Minerals Corp.), an Ontario corporation with securities traded on the TSX-V, a position he has held since 1998. Grid has base and precious metal development projects in Manitoba and Ontario. He also served as the Chief Financial Officer and a director of Aquila Resources Inc., an Ontario corporation with securities traded on the TSX, a position he held from 2003 to 2014. Aquila owns exploration and development projects in Michigan and Wisconsin, in the US. From 2006 to 2015, he was a non-executive director of Western Areas Ltd, an Australian-based nickel producer with shares listed on the Australian Securities Exchange and exploration interests in North America, Europe and Asia. He received a B.A. from Western University and an M.B.A. from Dalhousie University. Our Board believes that Mr. Dunbar’s commercial banking and finance background, together with his experience in the mining industry, makes him an asset to our Board.

Donald ~~R. M.~~R.M. Quick. Dr. Quick served as a director of CSA Management from 1996 until 2000, at which time it merged with Goldcorp Inc. Between 2000 and 2006, Dr. Quick was also a member of the board of directors of Goldcorp Inc. Dr. Quick was a member of the board of directors of Minera Andes from 2008 until it merged with USU.S. Gold Corporation in 2012, to become McEwen Mining. Prior to 2003, Dr. Quick was in private practice as a chiropractor. Our Board believes that Dr. Quick’s background and experience as a corporate director in the mining sector provides the requisite skills and qualifications to serve as a member of our Board. ~~Dr. Quick is the father of Simon Quick, who is an officer of the Company. Dr. Donald Quick abstained from any participation in the nomination or appointment of Simon Quick as an executive officer.~~ As a result of the ~~appointment~~former employment of his son by the company, Simon Quick, Dr. ~~Donald~~ Quick ~~was no longer~~is not considered to be independent under the NYSE ~~Rules, and he consequently resigned from his positions on the compensation and governance committees of our Board.~~

Rules.

~~Michael L. Stein.~~8 Mr. Stein has been Chairman and Chief Executive Officer of MPI Group Inc., a real estate development and investment company, since 1994. He also held the position of Chairman and Chief Executive Officer of the real estate investment and development company MICC Properties Inc. from 1987 until 2000. Between 1978 and 1987, Mr. Stein held progressively senior positions with The Mortgage Insurance Company of Canada, ultimately holding the position of Executive Vice-President responsible for operations. He is a founder and current Chairman of the Canadian Apartment Properties Real Estate Investment Trust (CAPREIT), Canada’s first TSX listed apartment REIT. In 2012, Mr. Stein

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Merri J. Sanchez. Dr. Sanchez was appointed to the ~~board~~Board of ~~directors~~Directors effective February 25, 2022. She is a Technical Fellow with The Aerospace Corporation where she provides technical and strategic advice on matters concerning civil, commercial, and government spaceflight programs. She has more than 40 years of ~~City Financial Investment Company Limited,~~spaceflight engineering and operations experience. She previously served as the Chief Scientist of the U.S. Air Force Space Command, as a ~~United Kingdom~~senior executive for the National Aeronautics and Space Administration, and as Senior Director of a commercial space company. She received a Bachelor of Science in Aerospace Engineering from Texas A&M University, a Master of Science in Physical Sciences (Planetary Geology) from the University of Houston — Clear Lake, a Master of Mechanical Engineering from the University of Houston, and a Doctor of Philosophy in Industrial Engineering (Human Factors) from the University of Houston. Our Board believes that Ms. Sanchez’s expertise in cutting edge science and technology as well as her experience in operations, engineering, safety, risk management and decision making for both human and robotic spaceflight makes her an asset to our Board.

William M. Shaver. Mr. Shaver is a seasoned mining executive with over 50 years of management ~~company regulated by~~and executive experience in all facets of mine design, construction, and operations. In 1980, he was a founder of Dynatec Corporation, which became one of the ~~Financial Conduct Authority~~leading contracting and ~~registered~~mine operating groups in North America. In 2013, he was recognized as ~~an Investment Adviser firm~~the Ernst and Young Entrepreneur of the Year for his devotion to bringing innovation to the mining industry. Most recently, he served as Chief Operating Officer of INV Metals from 2017 until its sale to Dundee Precious Metals in July 2021. He completed the Technician Program at the Haileybury School of Mines and is a Professional Engineer with a BSc in Mining Engineering from Queens University in Kingston. He is also a designated Independent Corporate Director, having received his ICD.D designation in 2019. His extensive technical knowledge and experience serving in various senior capacities with a wide variety of companies over his tenure provides him with the ~~SEC.~~skills and qualifications to be the Chair of our Environmental Health and Safety Committee as well as a valuable board member.

The following additional individual has been nominated to serve on the board:

Ian Ball. Mr. ~~Stein became~~Ball has spent the majority of his professional career in the mining and natural resource sector. In various executive and management roles he has been involved in companies focused on precious metal exploration projects in North and South America. He most recently served as the President and CEO of Abitibi Royalties, Inc. a ~~director of Cliffside Capital Ltd., a corporation with securities listed~~gold royalty company whose shares were quoted on the TSX-V, and Mr. Ball also served on the company’s board of directors. Mr. Ball joined Abitibi Royalties, Inc. in ~~October 2013. Since December 2013, he has~~2014 and served as aan officer and director until 2021 when the company was acquired. Prior to his tenure at Abitibi Royalties, Inc., Mr. Ball served as the Companys President and in other executive officer capacities in addition to officer rules for certain of ~~FirstService Corporation,~~its subsidiaries. He received a ~~company with securities traded on the NASDAQ and TSX. Between 2000 and 2006, Mr. Stein was a member of the board of directors of Goldcorp Inc. Mr. Stein holds an engineering~~ degree from ~~the Israel Institute of Technology~~Ryerson University and ~~an MBA in Finance and International business from Columbia University in New York.~~Durham College. Our ~~board~~Board believes that Mr. ~~Stein’s substantial public company management and finance~~Ball’s significant experience ~~(including~~ in the mining ~~sector)~~and precious metal exploration industry, and particularly the experience he developed by leading Abitibi Royalties, Inc. and his prior tenure with the Company, provides him with the ~~requisite~~desired skills, attributes and qualifications to serve as a member of our Board.

Our Officers

In addition to Mr. McEwen (see biography above), the following individuals serve as our executive officers as of the date of this proxy statement:

~~Colin Sutherland (President)~~Anna Ladd-Kruger (Chief Financial Officer).~~. Effective December 30, 2015, Mr. Sutherland became our President. Prior to joining us, Mr. Sutherland served~~ Ms. Ladd-Kruger, age 52, was appointed as Chief Executive Officer and Managing Director of the Toka Tindung gold mine in Indonesia on behalf of the mine’s major shareholder, a position he held from November 2013 until December 2015. From March 2012 until November 2013, Mr. Sutherland served as the Chief Executive Officer, Managing Director, andour Chief Financial Officer ~~of Archipelago Resources Plc,~~in September 2020 and is a ~~gold~~Chartered Professional Accountant and Certified Management Accountant in Canada with a long history in the mining ~~company organized under the laws of the United Kingdom with securities formerly traded on AIM of the London Stock Exchange. Archipelago Resources was the owner of the Toka Tindung mine.~~industry. From June 2019 to September 2020, she was Chief Financial Officer and Vice President of Corporate Development at Excellon Resources Inc., an Ontario corporation that mines silver, lead and zinc in Mexico. The shares of Excellon are listed on the TSX and the NYSE American. From April 2011 ~~until March 2012, Mr. Sutherland served as~~to May 2017, she was the Chief Financial Officer of ~~Timmins~~Trevali Mining Corporation, a British Columbia corporation mining base metals on a global scale. The shares of Trevali are also traded on the TSX. Prior to her position at Trevali, Ms. Ladd-Kruger served as Chief Financial Officer for a number of other publicly-traded Canadian mining companies. Ms. Ladd-Kruger continues to serve on the Board of Directors and as the Chair of the Audit Committee of Integra Resources Corp., an Ontario corporation with its shares traded on the TSXV, and on the Board of Excellon. Ms. Ladd-Kruger

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holds a Master of Economics Degree from Queen’s University in Kingston, Ontario and a Bachelor of Commerce Degree from the University of British Columbia.

G. Peter Mah (Chief Operating Officer). Mr. Mah, age 55, was appointed as our Chief Operating Officer in April 2020 and is a professional engineer with global mining experience, including gold, diamonds and base metals. From February 2016 to March 2020, he ran his own consulting company as the President of Future Mining Consultants Ltd., focusing on gold and zinc projects in Canada, the U.S. and Mexico. From July 2019 to March 2020, he was also the President and a director of Argo Gold ~~Corp.~~Inc., an Ontario, Canada corporation with securities traded on the Canadian Stock Exchange (“CSE”). Argo is an exploration-stage company with gold projects in central and northwestern Ontario. From December 2014 to November 2015, Mr. Mah was the President and Chief Operating Officer of Avanti Kitsault Mine Ltd., a subsidiary of Alloycorp Mining Inc., where he was responsible for the advancement of the Kitsault molybdenum project near Terrace, British Columbia. Immediately prior to that, from May 2011 to August 2014, he was the Executive Vice President and Chief Operating Office of Luna Gold Corporation, a Canadian corporation with properties in Brazil. He has also held senior management positions with Newmont Corporation, among others. He holds a Bachelor and Master of Applied Science Degree in mining and mineral processing and rock mechanics, respectively, from the University of British Columbia. Mr. Mah also serves as a director of Golden Lake Exploration Inc., a gold ~~mining~~exploration company with securities traded on the ~~TSX and NYSE MKT. From August 2010 until June 2011, Mr. Sutherland served~~CSE.

Stephen McGibbon (Executive Vice President of Exploration). Stephen McGibbon was appointed as the Executive Vice President of ~~Capital Gold Corp., a Delaware corporation engaged in gold mining with securities formerly traded~~Exploration on the TSX and NYSE MKT. Prior to working for Capital Gold, Mr. Sutherland held other financial and operational positions in the mining industry. Mr. Sutherland holds a Bachelor of Business Administration from Saint Francis Xavier University in Nova Scotia and has been a Chartered Professional Accountant in Canada since 1997.

~~Nathan M. Stubina (Managing Director).~~ Effective July 15, 2014, Dr. Stubina became Managing Director of McEwen Mining Inc. From March 2014 until being promoted, Dr. Stubina was Vice President, Technology of the Company. From September 2013 until joining our company, Dr. Stubina was a Precious & Base Metals Analyst with Byron Capital Markets where he was responsible for leading research initiatives in the mining sector. From 2005 until joining Byron Capital Markets, Dr. Stubina was Senior Manager, R&D Process Development, with Barrick Gold Corporation, a Canadian gold mining corporation with securities traded on the NYSE and TSX and subsequently Manager, Barrick Technology Centre, also with Barrick Gold Corporation. Dr. Stubina holds a Ph.D. in Metallurgy and Materials Science from The University of Toronto as well as a Master of Engineering and a Bachelor of Engineering from McGill University. Dr. Stubina has nearly thirty years of experience in the mining industry.

~~William A. Faust (Chief Operating Officer).~~ Mr. Faust joined the Company effective August 1, 2011 as Chief Operating Officer. Immediately prior to his appointment as Chief Operating Officer, he served part-time as a consultant to the Company. From April 2007 to June 2011, he served as the Chief Operating Officer/Senior Vice President-Operations, for Crystallex International Corporation, Inc. In that position, he was in charge of operations, project development and Venezuelan corporate staff where he directed gold mining operations at three open pit mines, one underground mine and a process plant in Venezuela. From May 2004 to March 2007, he served as Vice President-Operations for Nevada Pacific Gold Ltd., where he headed company operations and evaluation of mining prospects. Nevada Pacific Gold was acquired by us in 2007 and its Magistral Mine in Sinaloa State, Mexico is presently owned by us through our subsidiary. From March 2003 to April 2004, Mr. Faust was President-Mexico of Pan American Silver, Inc., where he headed an underground silver mine in Mexico and managed development of another open pit silver mine in Mexico. Mr. Faust is a Vietnam veteran, having served in the United States Navy and Navy Reserve, where he held a variety of positions over a 26-year career.8, 2021. He is a ~~Registered~~ Professional ~~Engineer in New Mexico,~~Geologist with extensive exploration, mine production and ~~holds an MBA-Finance, Management from Western New Mexico University, a BS in Mining Engineering from New Mexico Tech and a BS in Civil Engineering from the University of New Mexico.~~

~~Andrew L. Elinesky (Senior Vice President and Chief Financial Officer).~~ Effective December 15, 2015, Mr. Elinesky was appointed Senior Vice President and Chief Financial Officer. Previously, Mr. Elinesky served as Vice President, Argentina from April 2012 until his promotion. Mr. Elinesky started with our company as an Accounting Manager in April 2008 and served in that role until February 2010. Mr. Elinesky left us in February 2010 to work for Minera Andes Inc. as Controller, where he served from March 2010 to January 2012. Mr. Elinesky returned to our company in January 2012, when we acquired Minera Andes Inc. Mr. Elinesky served as Director-Projects, Argentina from January 2012 to April 2012 when he was promoted to Vice President, Argentina.senior management experience. Prior to joining our company, Mr. ~~Elinesky worked~~McGibbon served as Executive Vice-President, Corporate and Project Development, at Premier Gold Mines Limited, a position he held from August 2011 to April 2021. Premier is an Ontario corporation with mining properties in Canada, Mexico and the U.S. Prior to that position, Mr. McGibbon served as Executive Vice-President and Chief Operating Officer of Premier from September 2006 to August 2011, and Chief Geologist and Exploration Manager, Red Lake Mine, Goldcorp from 1994 to June 2006.

Ruben Wallin (Vice President of Environment, Health, Safety & Sustainability). Mr. Wallin joined our company on April 12, 2021 as Vice President of Environment, Health, Safety & Sustainability. He is a Professional Engineer and an environmental and sustainability professional with a long history in the ~~United Kingdom for various multi-national companies including HJ Heinz Ltd.~~mining industry. Prior to joining our company, Mr. Wallin was the principal consultant with WESC Inc., a corporation providing environmental consulting services to the mining industry, from April 2020 until March 2021. From October 2015 to February 2020, he was Vice President-Environment & Sustainability at Detour Gold Corporation, a corporation with properties in Canada and ~~Safetykleen UK Ltd.~~Mexico. Prior to that, from October 2014 to September 2015, he was the director of Safety, Health, Environment and Community with Yamana Gold Inc., a corporation with properties throughout the Americas. Prior to that, he worked with Osisko Mining Corporation and Barrick Gold Corporation. Mr. ~~Elinesky~~Wallin holds a Master’s degree in geological engineering from the University of British Columbia and a Bachelor of Science in ~~Applied Accounting from Oxford Brookes University~~environmental engineering and ~~is a Chartered Certified Accountant in the UK and a Certified General Accountant in Canada.~~

~~Andrew Iaboni (Vice President, Finance)~~. Effective December 15, 2015, Mr. Iaboni was appointed to the position of Vice President, Finance. Mr. Iaboni served as Corporate Controller from 2013 until his current appointment. Mr. Iaboni began his tenure with the company in 2010 in the capacity of Accounting and Tax Manager. Mr. Iaboni started his professional career with Ernst & Young LLP in 2004, followed by serving as the Finance Manager for B2Gold Corp. between 2007 and 2009. Mr. Iaboni holds a CPA and CA designation and graduated, with distinction, from the University of Toronto with a Bachelor of ~~Commerce degree and Major~~Science in ~~Economics.~~

microbiology.

Carmen L. Diges (General ~~Counsel)~~Counsel and Secretary).. Ms. Diges was appointed as General Counsel in August 2015. Since ~~2002,~~at least 2012, she has been in private practice as a partner or principal of various law firms based in Toronto, Canada. She holds a CFA Charter, a Master of ~~Law~~Laws (Tax) from Osgoode Hall Law School, a Bachelor of ~~Law~~Laws from Dalhousie Law School, as well as a Bachelor of Arts from the University of Toronto.

~~Simon T. Quick~~Stefan Spears (Vice President, ~~Projects)~~Corporate Development). ~~Effective April 18,~~ Mr. Spears served as Vice President of Projects of the Corporation from 2008 to 2012. From 2012 to 2015, Mr. ~~Quick~~Spears founded and ran a manufacturing company that made parts for the metal casting industry. After selling that business in 2015, Mr. Spears rejoined the Company in the role of Special Projects with a focus on corporate development and was appointed as the Vice President ~~Projects.~~of Corporate Development in 2019. Mr. Quick has been with our company since January 2009. Mr. Quick began as Director-Projects, where he served from January 2009 to April 2012. Prior to 2009, Mr. Quick attended Bishop’s University where he receivedSpears holds a B.Sc. degree in ~~economics.~~

civil engineering from Queen’s University in Kingston, Ontario.

Our officers serve at the pleasure of the Board of Directors.

Vote Necessary to Approve Proposal 1

If a quorum is present at the meeting, directors are elected by a plurality of votes cast atfor the ~~annual meeting (i.e.~~election of directors (i.e., the eight candidates receiving the highest number of votes will be elected to the Board of

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Directors), subject to our Majority Voting Policy. Our Board has adopted a Majority Voting Policy whereby any nominee for director in an uncontested election ~~(i.e.~~(i.e., an election in which the number of nominees does not exceed the number of directors to be elected) who receives a greater number of votes “withheld” from his or her election than voted “for” such election will tender his or her resignation for consideration by the ~~Nominating & Corporate Governance Committee.~~Board. In such a circumstance, the Nominating &and Corporate Governance Committee will recommend to our Board the action to be taken with respect to such offer of resignation. The Board is expected to act on such recommendation and disclose its decision within 90 days following the date of the annual meeting.

Shareholders do not have cumulative voting rights in the election of directors. You may vote for any or all of the nominees as directors or withhold your vote from any or all of the nominees as directors.The Board of Directors unanimously recommends a voteFOR all the director nominees listed above, and proxies received by the Board of Directors will be so voted in the absence of instructions to the contrary.

PROPOSAL FOR
APPROVAL OF EXECUTIVE COMPENSATION

(Proposal 2 on Proxy Card)

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the rules of the SEC and commonly referred to as “Say-on-Pay.”

We held our ~~first~~last advisory vote on the compensation of our named executive officers at our ~~2011~~2019 annual meeting, and, consistent with the recommendation of the Board, our shareholders approved our executive compensation. At the ~~2011~~2016 annual ~~meetings,~~meeting, our shareholders ~~also~~ approved, on an advisory basis, to hold the Say-on-Pay vote every three years. Following the acquisition of Minera Andes in January 2012, we decided to hold another advisory vote on compensation in connection with our 2013 annual meeting. The Board decided that it was a matter of good corporate governance to hold the advisory vote on compensation annually until the next advisory vote on frequency occurs, which vote is being held at this meeting. Unless the Board modifies its policy on the frequency of future votes, ~~and assuming that the proposal on frequency vote every three years is approved,~~ we expect to have our next Say-on-Pay vote at our ~~2019~~2025 meeting. Since the approval of our executive compensation in ~~2015,~~2019, we have not made any material changes to our executive compensation program.

As described more fully under the heading “COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS — Compensation Discussion and Analysis” in this proxy statement, our executive compensation programs are designed to attract, motivate and retain our named executive officers who we believe are critical to our success. The programs are designed to align the interest of our named executive officers with our shareholders and to fairly reward them for creating shareholder value and achieving our business objectives. We believe that the various elements of our executive compensation program work together to promote our goal of ensuring that total compensation should be related to our company performance and individual performance.

Shareholders are urged to read the “Compensation Discussion and Analysis” section of this proxy statement, ~~beginning on page 12,~~ which discusses how our executive compensation policies implement our compensation philosophy, and the ~~Summary~~“Summary Compensation ~~Table~~Table” section of this proxy statement, which includes tabular and narrative information about the compensation of our named executive officers. This discussion includes information about fiscal year ~~2015~~2021 compensation of our named executive officers and our executive compensation programs. The Compensation Committee and our Board of Directors ~~believes~~believe that these programs are effective in implementing our compensation philosophy and in achieving ~~its~~their goals.

We are asking our shareholders to indicate their support for our executive compensation program as described in this proxy statement. This Say-on-Pay proposal gives our shareholders the opportunity to express their views on our fiscal year ~~2015~~2021 executive compensation. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and procedures described in this proxy statement. Accordingly, we ask our shareholders, on an advisory basis, to approve the following resolution:

RESOLVED, that the shareholders of McEwen Mining Inc. approve, on an advisory basis, the compensation of its named executive officers, as disclosed in the proxy statement for the ~~2016~~2022 annual meeting, pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table, and any related narrative discussion.

The Say-on-Pay vote is advisory, and therefore not binding on us, our Compensation Committee or our Board of Directors. However, our Board of Directors and our Compensation Committee value the

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opinion of our shareholders and to the extent that there is any significant vote against the compensation of the named executive officers as disclosed in this proxy statement, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

Vote Necessary to Approve Proposal 2

The affirmative vote of a majority of the votes cast on the proposal at the annual meeting at which a quorum is present is required to approve our executive compensation program.The Board of Directors unanimously recommends a vote FOR the approval of our executive compensation program, as described in the “Compensation Discussion and Analysis” and ~~Summary~~“Summary Compensation ~~table~~Table” section of this proxy statement, and proxies received by the Board of Directors will be so voted in the absence of instructions to the contrary.

PROPOSAL FOR
APPROVAL OF FREQUENCY OF SHAREHOLDER VOTE
ON EXECUTIVE COMPENSATION

(Proposal 3 on Proxy Card)

The Dodd-Frank Act also requires that we include in our proxy statement a separate advisory (non-binding) shareholder vote to advise on how frequently we should seek a Say-On-Pay vote. By voting on this Proposal 3,5, shareholders may indicate whether they would prefer an advisory vote on the compensation of our named executive officers once every one, two or three years. We are required under the Dodd-Frank Act to solicit a shareholder preference regarding the frequency of future advisory votes on executive compensation at least once every six years.

Our Board of Directors believes that the shareholders should consider our executive compensation once every three years. We believe this will provide shareholders with a long-term view of our results as they relate to the compensation of our executives and will promote stability in our compensation policies and practices. A vote once every three years would also provide our Board of Directors and our Compensation Committee sufficient time to thoroughly evaluate and respond to shareholders’ input and, if appropriate, effectively implement any changes to our executive compensation program. We also believe that a three-year vote cycle would reduce the burden on shareholders having to consider this proposal on an annual basis.

We also understand that arguments exist in favor of having an annual or biannual Say-On-Pay vote. These arguments include the fact that Say-On-Pay votes are a communication vehicle and communication can be most useful when it is received frequently; that annual or bi-annual Say-On-Pay advisory votes may provide a higher level of accountability and direct communication between shareholders and our Board of Directors; and the fact that having a Say-On-Pay vote every year would make it easier to understand whether the shareholder vote pertains to the compensation year immediately preceding the vote or pay practices from the previous two or three years.

You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstaining from voting.

Vote Necessary to Approve Proposal 3

If a quorum is present at the meeting, the frequency of vote option (one, two or three years) receiving the highest number of votes will be approved. While our Board of Directors values the input of our shareholders, this vote is not binding on our Board of Directors in any way, and the Board of Directors may decide that it is in the best interests of our shareholders to hold an advisory vote on executive compensation with more or less frequency than the option approved by our shareholders. The Board of Directors unanimously recommends a vote FORthe proposal of “every three years” as the frequency of future shareholder advisory votes on executive compensation, and proxies solicited by the Board of Directors shall be so voted in the absence of instructions to the contrary.

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PROPOSAL FOR
RATIFICATION OF AUDITORS

(Proposal 4 on Proxy ~~Card)~~Card

)

Our Audit Committee has appointed the firm Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the year ended December 31, ~~2016, and our Board of Directors has ratified such appointment.~~2022. The Board has directed that management submit the appointment of EY as our independent registered public accounting firm for ratification by our shareholders at the annual meeting. KPMG LLP, which served as our independent registered public accounting firm in connection with the audit of our financial statements as of and for the year ended December 31, 2015, was dismissed effective April 6, 2016 following issuance of its report on our financial statements. EY has served as our independent registered public ~~accounting firm~~accountant since ~~that date.~~

April 2016.

Ratification of the appointment of EY as our independent registered public accounting firm by our shareholders is not required ~~by our shareholders~~ under our bylaws or otherwise. However, the Board is submitting this appointment to the shareholders for ratification as a matter of good corporate practice. In the event our shareholders fail to ratify the appointment of EY, the Audit Committee will not be required to replace EY as our independent registered public accounting firm. In the event of such a failure, the Audit Committee and the Board will reconsider whether or not to retain that firm for future service. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time if it believes that such a change would be in our and our shareholders’ best interest.

Neither EY, any of its members nor any of its associates, to the best of our knowledge, has any financial interest in our business or affairs, direct or indirect, or any relationship with us other than in connection with its duties as independent accountants. Representatives of EY are expected to be present at the annual meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

~~Change in Auditors~~

As previously disclosed in our Current Report on Form 8-K filed with the SEC on December 3, 2015, and as amended on April 12, 2016, on November 27, 2015, our Board of Directors upon the recommendation of the Audit Committee, approved the engagement of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2016, and proposed to dismiss KPMG. On April 6, 2016, the Audit Committee executed the formal engagement of EY and dismissed KPMG.

The audit reports of KPMG on our consolidated financial statements as of and for the years ended December 31, 2015 and 2014 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2015 and 2014, and the subsequent interim period through April 6, 2016, there were (i) no disagreements between us and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to its satisfaction would have caused KPMG to make reference in connection with its opinion to the subject matter of the disagreement and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

During the two most recent years ended December 31, 2015 and 2014, and the subsequent interim period through April 6, 2016, we have not consulted with EY regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and no written or oral advice was provided to us by EY that EY concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or other reportable event of the types described in Item 304(a)(1)(v) of Regulation S-K.

Vote Necessary to Ratify Proposal 4

The affirmative vote of a majority of the votes cast aton the ~~annual meeting at which~~proposal (assuming a quorum is ~~present~~present) is required for the ratification of the appointment of the independent registered public accounting firm.The Board of Directors unanimously recommends a voteFOR the ratification of appointment of the independent registered public accounting firm, and proxies received by the Board of Directors will be so voted in the absence of instructions to the contrary.

~~LEGAL PROCEEDINGS~~

No material legal proceedings, to which we are a party or to which our property is subject, is pending or is known by us to be contemplated in which any officer, director or any owner of record or beneficial owner of more than five percent of any class of our voting securities is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

DELINQUENT SECTION ~~16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~16(A) REPORTS

Under Section 16(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and applicable SEC rules, our directors, executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities, are required to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Executive officers, directors and beneficial owners of greater than ten percent of our common stock are required by regulations of the SEC to furnish us with copies of all Section 16(a) reports that they file.

To our knowledge, ~~and except as noted in the immediately succeeding sentence,~~ based solely upon a review of the copies of ~~such~~ reports ~~furnished~~filed pursuant to ~~us and written representations that no other reports were required to be filed during~~Section 16(a) of the ~~fiscal year ended December 31, 2015,~~Exchange Act, all filing requirements under Section 16(a) applicable to our officers, directors and beneficial owners of more than ten percent of our common stock were timely satisfied ~~timely. Robert R. McEwen did not timely file two Forms 4 during the~~with respect to fiscal year ended December 31, 2015, disclosing the acquisition of common stock on November 11, 2015 and on November 30, 2015. 2190303 Ontario Inc. did not timely file two Forms 4 during the year ended December 31, 2015, disclosing the acquisition of common stock on November 11, 2015 and on November 30, 2015. Carmen Diges did not timely file a Form 3 Initial Statement of Beneficial Ownership of Securities in a timely manner after her appointment as General Counsel on August 5, 2015, but such Form 3 was subsequently filed by Ms. Diges on August 21, 2015.

2021.

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CORPORATE GOVERNANCE

Communications to the Board of Directors

Our Board of Directors maintains a policy of reviewing and considering communications from our shareholders and other interested parties. Any interested party who desires to contact the Board of Directors may do so by fax, telephone, electronic or regular mail addressed to the Board of Directors, c/o Carmen Diges, General Counsel and Secretary, 150 King Street West, Suite 2800, Toronto, Ontario, Canada M5H 1J9, telephone (647) 258-0395, ext. 130, facsimile (647) ~~258-0408.~~258-0408 or via e-mail to: directors@mcewenmining.com. Such communications can be sent to the Board by mail in a sealed envelope addressed to an individual director, the non-management directors or the full Board. ~~The~~Our General Counsel will deliver the envelope unopened (1) if addressed to a director, to the director, (2) if addressed to the Board, to the Chairman of the Board who will report thereon to the Board, or (3) if addressed to the ~~non-management~~non‑management directors, to the Chair of the Audit Committee who will report thereon to the non-management directors. ~~Shareholders can also send electronic communications to the Board via e-mail to directors@mcewenmining.com.~~ The General Counsel will forward the communication to the intended recipient.

Our directors periodically review communications from shareholders and other interested parties and determine, in their discretion, whether the communication addresses a matter that is appropriate for consideration by the Board. While we do not have a formal policy regarding attendance at annual meetings, directors are encouraged to attend the annual meeting of shareholders and receive communications directly from shareholders at that time. Messrs. McEwen, Ambrose, ~~Brissenden,~~Dunbar and Fauquier (a former director), and ~~Stein;~~Dr. Quick and Ms. ~~Ashby; and Drs. Baker and Quick~~Ashby all attended our ~~2015~~2021 annual meeting.

Board Leadership ~~Structure~~ and Risk Oversight

The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as the Board believes it is in the best interests of the Company to make that determination based on the status and direction of the Company and the membership of the Board. The Board has determined that at present, having the Company’s Chief Executive Officer serve as Chair is in the best interest of the Company’s shareholders. This structure makes the best use of Mr. McEwen’s extensive knowledge of the Company and the mining industry, as well as fostering greater communication between the Company’s management and the Board.

The Chair of the Audit Committee of the Board serves as the presiding director for any meeting of the non-management or independent members of our Board of Directors. See our website at www.mcewenmining.com/~~management~~investor-relations/corporate-governance for additional information about our corporate governance.

Companies face a variety of risks, including financial reporting, legal, credit, liquidity, reputational and operational risk. The Board believes an effective risk management system will (1) timely identify the material risks that the Company faces, (2) communicate necessary information with respect to material risks to senior executives and, as appropriate, to the Board or relevant Board Committee ~~and~~in order that we can prepare accordingly, (3) implement appropriate and responsive risk management strategies consistent with the Company’s risk profile, and (4) integrate risk management into Company decision-making.

The Board as a whole oversees risk management after receiving briefings provided by management and advisors, as well as its own analysis and conclusions, regarding the adequacy of the Company’s risk management processes.

Board Committees and Meetings

Our Board of Directors maintains a standing (i) Audit, (ii) Compensation, (iii) Nominating &and Corporate Governance, and (iv) Environmental, Health & Safety Committee. During the year ended December 31, ~~2015,~~2021, the Board of Directors met 1016 times ~~including one non-executive session,~~ and took action by consent in lieu of a meeting on ~~two~~four other occasions. No director who served as such in ~~2015~~2021 attended less than 75% of the meetings held during ~~2015,~~2021, including ~~committee~~Committee meetings of which the director was a member.

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Audit Committee

Our Audit Committee is comprised of Richard Brissenden, Chair, Robin Dunbar and Michael Stein. The Audit Committee, among other things, appoints and oversees the independent registered accounting firm that audits our financial statements and assists the Board with oversight of the integrity of our financial statements. The Audit Committee is responsible for reviewing the proposed scope, content and results of the audit performed by the auditors and any reports and recommendations made by them. The ~~committee~~Committee also oversees our financial reporting process and is responsible for drafting an annual report to be included in our proxy statement. All of the members of the Audit Committee are independent as defined under the NYSE Rules and Rule 10A-3 of the Exchange Act. The Audit Committee met four times during the last fiscal year. The written charter for the Audit Committee is available on our website at http://~~www.mcewenmining.com.~~

www.mcewenmining.com/investor-relations/corporate-governance.

Our Board of Directors has determined that ~~Mr.~~ Richard Brissenden, Chair of the Audit Committee, qualifies as an Audit Committee financial expert in that he has (i) an understanding of generally accepted accounting principles and financial statements; (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of issues that can reasonably be expected to be raised by our financial statements, or experience actively supervising one or more persons engaged in such activities; (iv) an understanding of internal controls over financial reporting; and (v) an understanding of ~~audit committee~~Audit Committee functions. Mr. Brissenden acquired these attributes through experience in analyzing financial statements as a member of management of numerous other public companies; through his experience as a director and audit committee member for other public companies; and, through his formal education, including qualification as a Chartered Professional Accountant in the Province of Ontario, Canada and a graduate of the Director’s Education Program of the Institute of Corporate Directors with an ICD.D designation.

Audit Committee Report. The Audit Committee of the Board of Directors is pleased to present this Audit Committee Report:

We have reviewed and discussed the audited consolidated financial statements of McEwen Mining Inc. for the year ended December 31, ~~2015~~2021 with management and have reviewed related written disclosures of ~~KPMG~~Ernst & Young LLP (“EY”), our independent accountants for ~~2015, of~~2021, the matters required to be discussed by ~~SAS 114 (Codification~~the applicable requirements of ~~Statements on Auditing Standards, AU Section 380), as amended,~~the Public Company Accounting Oversight Board (“PCAOB”) and the SEC, with respect to those statements. We have reviewed the written disclosures and the letter from ~~KPMG LLP~~EY required by regulatory and professional standards and have discussed with ~~KPMG LLP~~EY its independence in connection with its audit of our most recent financial statements. Based on this review and these discussions, we recommended to the Board of Directors that the financial statements be included in our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2021.

~~We have also reviewed~~Fees for audit services and related expenses include fees associated with the ~~various fees that we paid or accrued to KPMG LLP during 2015 for services they rendered in connection~~annual audit, integrated audit of internal controls over financial reporting, reviews of our quarterly reports on Form 10-Q, and assistance with ~~our annual audits~~ and ~~quarterly reviews, as well as for any other non-audit services they rendered.~~

review of documents filed with the SEC. The following table sets forth fees paid to ~~our independent registered public accounting firm KPMG LLP~~EY for the ~~last two fiscal years:~~

2015

2014

Audit Fees

$
434,732

$
415,151

Audit Related Fees

—

—

Tax Fees

—

—

All Other Fees

—

—

Total Fees

$
434,732

$
415,151

years ended December 31, 2021 and December 31, 2020:

2021 2020
Audit Fees $ 667,926 $ 732,223
Audit-Related Fees 190,772 —
Tax Fees — —
All Other Fees — —
Total Fees $ 858,698 $ 732,223

It is the policy of the Audit Committee to engage the independent registered public accounting firm selected to conduct the financial audit for our company and to confirm, prior to such engagement, that such independent registered public accounting firm is independent of the Company. Also in keeping with its policy, all services of the independent registered public accounting firm reflected above were pre-approved by the Audit Committee.

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Richard Brissenden (Chair and member)

~~Leanne Baker~~Robin Dunbar (member)

Michael Stein (member)

Compensation Committee

The Compensation Committee is responsible for reviewing and approving the compensation of our executive officers and directors and our general compensation, benefits and perquisites policies and practices, including, without limitation, our incentive-compensation plans and equity-based compensation plans (in circumstances in which equity-based compensation plans are not subject to shareholder approval, such plans shall be subject to Compensation Committee approval). The Committee is also responsible for reviewing and approving the goals and objectives relevant to the compensation of our Chief Executive Officer and reviewing and making recommendations to the Board with regard to the compensation of our directors. The Compensation Committee may delegate to our Chief Executive Officer the responsibility for reviewing the compensation of our named executive officers other than the Chief Executive Officer. However, any recommendations by the Chief Executive Officer are submitted to, reviewed and approved by, the Compensation Committee.

The Compensation Committee is comprised of Ms. Michele Ashby, who serves as Chair, and ~~Messrs.~~Mr. Allen ~~Ambrose and Gregory Fauquier.~~Ambrose. All of the directors presently serving on the Compensation Committee are independent as defined in the NYSE Rules. The ~~committee~~Committee met ~~two~~three times during ~~2015.~~the last fiscal year. A current copy of the Compensation Committee Charter is available on our website at http://~~www.mcewenmining.com.~~www.mcewenmining.com/investor-relations/corporate-governance. The charter is reviewed annually and updated as necessary or appropriate.

Compensation Committee Report. The Compensation Committee is pleased to present the following Compensation Committee report:

We have reviewed and discussed with management the Compensation Discussion and Analysis set forth in this proxy statement. Based upon review of the discussions herein, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Respectfully submitted,

Michele Ashby (Chair and member)

Allen Ambrose (member)

~~Gregory Fauquier (member)~~

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee served as an officer or employee of McEwen Mining during ~~2015~~2021 or was formerly an officer or employee of McEwen Mining or had any relationship requiring disclosure under the related party transaction rules promulgated by the SEC. We are not aware that any relationships existed during ~~2015~~2021 where any of our executive officers served as a member of the ~~compensation committee~~Compensation Committee of another entity whose executive officers served on

our Board of Directors or Compensation Committee or where any of our executive officers served as a director of another entity whose executive officers served on our Compensation Committee.

Nominating &and Corporate Governance Committee

The Nominating &and Corporate Governance Committee, comprised of ~~Dr. Leanne Baker~~Messrs. Robin Dunbar and ~~Mr.~~ Allen Ambrose and Ms. Ashby, is responsible for periodically reviewing the size and composition of the Board and its ~~committee~~Committee structure, identifying individuals that it believes are qualified to become members of the Board based on criteria approved by the Board, recommending ~~to the Board~~ nominees to the Board for the next annual meeting of shareholders, overseeing new director orientation and training and recommending and reviewing the corporate governance principles applicable to our directors, officers and employees. All of the directors presently serving on the Committee are independent as defined in the NYSE Rules. The ~~committee~~Committee met ~~two~~five times during the last fiscal year.

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A current copy of the Nominating &and Corporate Governance Committee Charter is available on our website at http://~~www.mcewenmining.com.~~www.mcewenmining.com/investor-relations/corporate-governance. The charter is reviewed annually and updated as necessary or appropriate.

The Nominating &and Corporate Governance Committee will consider director candidates nominated by shareholders in accordance with our Bylaws and will apply the same criteria to shareholder recommendations as it does to other nominees considered by the Committee. A shareholder who wishes to recommend a prospective director nominee should send a letter directed to the Nominating &and Corporate Governance Committee, c/o Carmen Diges, General Counsel, 150 King Street West, Suite 2800, Toronto, Ontario, Canada M5H 1J9. Such letter must be signed and dated and submitted to us by the date mentioned in this proxy statement under the heading PROPOSALS OF SHAREHOLDERS FOR PRESENTATION AT THE NEXT ANNUAL MEETING OF SHAREHOLDERS. The following information must be included in or attached to the letter:

·•

name and address of the shareholder making the recommendation;

·•

proof that the shareholder was the shareholder of record, and/or beneficial owner of common stock as of the date of the letter;

·•

the name, address, resume of the recommended nominee and other information described in our Bylaws relating to the nominee, including all relationships which would be required in a proxy statement for which proxies are solicited; and

·•

the written consent of the recommended nominee to serve as a director if so nominated and elected.

Specific minimum qualifications for directors and director nominees which the Committee believes must be met in order to be so considered include management experience, exemplary personal integrity and reputation, sound judgment, and sufficient time to devote to the discharge of his or her duties.

If vacancies are anticipated or otherwise arise, the Nominating &and Corporate Governance Committee considers candidates for director suggested by members of the Board, management, shareholders and other parties. The Committee evaluates new nominees based on criteria including, but not limited to, independence, diversity of experience compared to other directors, age, skills, experience, diligence, potential conflicts of interest, time availability, and if warranted, may interview the nominee in person or via the telephone. There are presently no differences in the manner in which the Committee evaluates nominees for director, whether the nominee is recommended by a shareholder or any other party.

Environmental, Health & Safety Committee

The purpose of the Environmental, Health & Safety Committee is to assist the Board of Directors in fulfilling its oversight responsibilities including, but not limited to: establishing and reviewing environmental, health and safety policies; overseeing the management and implementation of systems necessary for compliance with the policies; monitoring the effectiveness of policies, systems and processes; monitoring trends; and, reviewing and monitoring the overall environmental, health and safety performance of McEwen Mining. The Committee consists of Messrs. William Shaver, who serves as Chair, Allen Ambrose, Richard Brissenden, Donald Quick and Ms. Ashby, and met four times during the last fiscal year.

A current copy of the Environmental, Health & Safety Committee Charter is available on our website at http://~~www.mcewenmining.com.~~www.mcewenmining.com/investor-relations/corporate-governance. The charter is reviewed annually and updated as necessary or appropriate.

Board Diversity

The Board does not have a formal policy with regard to the consideration of diversity in identifying director nominees. However, the Nominating &and Corporate Governance Committee annually reviews the individual skills and experience of the directors, as well as the composition of the Board as a whole, and strives to nominate individuals with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills, experience and expertise to oversee the Company’s businesses. This assessment includes consideration of independence, diversity, age, skills, expertise, time availability, and industry backgrounds in the context of the needs of the Board and the Company. The Committee seeks a broad

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range of perspectives and considers both the personal characteristics (gender, ethnicity, age) and experience (industry, professional, public service) of directors and prospective nominees to the Board.

Family Relationships

There are no family relationships among any of our directors, director nominees, or executive officers.

Other Corporate Governance

We maintain a Code of Business Conduct and Ethics and a set of Corporate Governance Guidelines. The Code of Business Conduct and Ethics is applicable to all directors, officers and employees, and sets forth our policies and procedures with respect to the conduct of our business. Some examples of conduct addressed in our ethics code include conflict of interest situations, anti-corruption, fair dealing with others, confidentiality, and compliance with laws and regulations. The Corporate Governance Guidelines further articulate how we will conduct ourselves through our Board of Directors and the qualifications and expectations for the Board.

A current copy of these documents is available on our website at http://~~www.mcewenmining.com.~~

www.mcewenmining.com/investor-relations/corporate-governance.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation Discussion and Analysis

The individuals who served as our principal executive officer and principal financial officer during the year ended December 31, ~~2015,~~2021, the individuals who were among our three most highly compensated executive officers serving as such as of the end of ~~2015~~2021 (who ~~are~~were not our principal executive officer and principal financial officer), and ~~any individual~~up to two individuals who would have been among our three most highly compensated executive officers but for the fact that ~~the individual was~~those individuals were not serving as an executive officer at the end of ~~2015,~~2021, are referred to as “named executive officers” throughout this Compensation Discussion and Analysis.

Overview of Compensation Philosophy, Objectives and Policies

Our goal in designing our executive and employee compensation is to achieve three principal objectives. First, the program is intended to be fully competitive so that we may attract, motivate and retain talented executives and key employees. Second, the program is intended to create an alignment of interests between our executives and key employees, on the one hand, and our shareholders, on the other, such that a portion of each executive’s or key employee’s compensation consists of awards of stock options or restricted stock grants. In this manner, if the price of our stock increases over time, our executive officers, key employees and our shareholders will benefit. The compensation program is designed to reward performance that supports our principles of building long-term shareholder value and may also recognize individual performance from time to time which the Compensation Committee believes contributes to the success of our company. Third, we believe our compensation program should reflect our corporate culture, which includes carefully managing operating expenses, including compensation, and rewarding executives and other employees in the event that McEwen Mining is successful. To promote this culture, our executives receive what we believe to be competitive base salaries and are eligible to receive bonuses in the event their performance merits such bonuses and McEwen Mining is successful in achieving its strategic targets. Executives may also earn significant gains from equity awards in the event of an increase in the price of our common stock. Our corporate culture also emphasizes teamwork, especially among our executive officers. To encourage teamwork, we structure executive compensation (particularly base salary and bonus amounts) at similar levels for similarly-situated members of our executive team. We do not believe our compensation program creates incentives for our employees to engage in risk-taking behavior that would likely have a significant adverse impact on our company.

Our shareholders overwhelmingly approved the compensation of our named executive officers at our 2019 annual meeting. Further, at our 2016 annual meeting, our shareholders agreed to hold the advisory vote on our executive compensation once every three years. As a result, we have not made any significant changes to our compensation philosophy or policies for 2021 and are holding the advisory vote on our executive compensation at this meeting.

Elements and Mix of Compensation

Our present compensation structure for the named executive officers generally consists of salary and incentive compensation. The incentive component consists of a short-term cash portion and a long-term equity portion. We believe the present structure achieves our compensation objectives.

The compensation of our named executive officers is designed to be competitive so that we may attract and retain talented executives. Discretionary bonus compensation is designed to reward individual performance and recognize achievement of corporate objectives. The long-term equity portion of the compensation of the named executive officers is designed to align the interests of the executives and key employees with our shareholders by encouraging equity ownership through awards of stock options to executive officers and key employees and to motivate our named executive officers and other key employees to contribute to an increase in shareholder value. While equity ownership is highly encouraged, we do not presently have a policy that requires our named executive officers or directors to own shares of our stock.

We have adopted a policy for our employees, including our senior executive officers, and directors which prohibits short sales of our common stock (with the exception of such sales in connection with

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exercise of stock options), options trading, and hedging transactions with regard to our common stock. This policy applies whether or not the equity securities were acquired through our compensation program.

Determining Executive Compensation

Generally, the Compensation Committee meets in January each year to review and recommend to the Board the level of compensation for the named executive officers and key ~~employees.~~employees for the current year. In establishing our executive compensation, the Compensation Committee consults with our senior management, including our Chief Executive Officer. Our Chief Executive Officer reports to the Committee regarding the individual performance of the other named executive officers. Additionally, the Committee considers recommendations from the named executive officers regarding incentive compensation for key employees who report to that executive officer. The Board ~~prefers to review~~also reviews compensation in ~~January~~December and ~~consider equity grants~~considers cash bonuses at that time as it can review the performance of relevant individuals for the prior fiscal ~~year and also because there is limited risk of blackout restrictions in the trading of our common stock from exploration or financial results during this time of~~ year.

Our consideration of base salary for the named executive officers has traditionally been based upon a review of broad-based information obtained from third parties to obtain an understanding of current compensation practices.

With regard to the other named executive officers, our Chief Executive Officer recommends the form and amount of compensation that he deems appropriate for the respective individuals. He believes that the base salary of the named executive officers should be competitive, ~~but not the principal source of compensation,~~ and ~~that the equity incentive portion of the compensation~~ should be ~~the primary source of reward.~~augmented with discretionary cash bonuses. He believes that the base salary should generally be within the range of perceived peers for comparable positions, but in the lower percentile of those peers, and in line with our status as a relatively smaller metal producer.

The last time the Company engaged a compensation consultant was in 2012 where the Compensation Committee engaged Bill Heck of the Harlon Group as consultant to assist in assessing the relative performance and executive compensation of McEwen Mining to a peer group of companies.

In considering the data provided by the Harlon Group in connection with the 2012 report, the Compensation Committee noted that McEwen Mining’s executive base salaries were generally below the market median (sometimes significantly below) and that McEwen Mining’s overall executive compensation levels were also below the market median.

The Compensation Committee, in establishing compensation for ~~2015,~~2021, did not target a specific percentile in the perceived range of comparative information for each individual executive or for each component of compensation. Instead, the Compensation Committee structured a total compensation package in view of the ~~comparative~~perceived information and such other factors specific to the executive, including level of responsibility, prior experience, expectations of future performance and our corporate culture. ~~Other than the data supplied by the Harlon Group described above, the~~The Compensation Committee ~~does not use peer group executive compensation~~uses its judgment in identifying comparative information.

As discussed in more detail below, in ~~2015,~~2021, each executive received ~~a mix of~~ compensation comprised of a base ~~salary~~salary. Ms. Ladd Kruger, Mr. McGibbon and ~~cash bonuses.~~Mr. Wallin additionally received an equity award. The amount of compensation allocated to each element of compensation is determined on a case-by-case basis. We do not have a specific policy for allocating between long-term and currently paid-out compensation, or policies for allocating between cash and non-cash compensation.

Cash bonuses are a form of short-term incentive compensation which may be recommended by the Compensation Committee in its discretion, based on individual and overall company performance. There is no specific bonus plan or policy in place setting forth timing of awards or establishing specific performance objectives. The Compensation Committee, with recommendations from the Chief Executive Officer, determines and recommends the amounts and timing of any bonus awards.

The long-term equity compensation component of our compensation program is comprised of stock option awards and makes up a significant part of our named executive officers’ compensation package. Under our Equity Incentive Plan, we are authorized to issue incentive and non-qualified stock options, to make grants of stock and award grants of restricted stock to the officers, directors and key employees of our company, including the named executive officers. ~~Historically, stock~~

~~option awards were generally subject to a vesting schedule, although there was no formal policy to that effect.~~ Effective January 2010, the Board adopted a policy that requires all stock options awarded be subject to a minimum vesting period of three years beginning one year from the date of grant. The stock options are priced at or above the closing market price of our common stock on the grant date, which is the date the Board approves the award, unless circumstances such as non-public material information require a later date. The Committee also takes into consideration the potential tax consequences to the recipient and to our company when determining the form of award. Due to our ~~historical status as an exploration stage company with no revenue and more recent~~ status as a smaller producer, and our need to conserve working capital to reinvest in our business, our compensation structure ~~has been~~is weighted more toward performance bonuses and/or equity compensation and less toward ~~salary and other forms of cash compensation.~~

base salary.

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Specific Compensation Decisions

During ~~the 2015 fiscal year, the named executive officers except Mr.~~2021, Robert McEwen, our Chief Executive Officer, was paid a salary of $1, which has been his salary since 2017. Prior to that time, for the entire time he has served as our Chief Executive Officer, he has declined any salary. Mr. McEwen refused any salary to demonstrate his alignment with the interest of the other shareholders of our company.

Our remaining executive officers received base salaries during 2021 in accordance with their respective written employment agreements or as otherwise agreed with our company. The Compensation Committee ~~believed~~believes that these base salaries were appropriate in light of each ~~named executive~~of those officer’s area of responsibility and level of experience, and was reasonable in the industry based on information ~~obtained from the Harlon Group and information~~ possessed by members of ~~that~~the Committee from experience inwithin our industry. ~~Mr. McEwen has not been paid a salary since he assumed~~There were no changes to the ~~role~~base salaries of ~~Chief Executive Officer in 2005.~~

any named executive officer during 2021.

In ~~December 2015,~~fiscal year 2021, our Board of Directors approved cash bonuses to the named executive officers other than Mr. McEwen for services rendered in 2015. Dr. Nathan Stubina received $15,666, Mr. Simon Quick received $15,666, Mr. Andrew Elinesky received $7,050 and Mr. William Faust received $10,000. The amount of these bonuses was determined, based on the recommendation of our Chief Executive Officer and taking into account ~~the need to conserve valuable~~our working capital and our ~~philosophy that compensation should be weighted toward equity compensation, balanced against the performance~~results of ~~each~~operation, no cash bonuses were awarded to any of our named executive ~~officer during the fiscal year.~~

~~In connection with its annual review~~officers. Certain of ~~executive compensation in 2015, no salary changes were made, although certain individuals received increases in base salary incident to promotions in title.~~

~~The Board of Directors approved an option award to~~ the named executive officers also received grants of equity awards, as shown in the table labeled “Grants of Plan Based Awards” on ~~November 27, 2015, with an exercise price~~Page 21 of $1.02 per share. Pursuant to the option awards, Dr. Stubina received 200,000 options, Mr. Faust received 150,000 options, Mr. Elinesky received 90,000 options and Mr. Quick received 120,000 options. Mr. Elinesky received an additional 30,000 options with an exercise price of $1.02 on December 17, 2015 in connection with his promotion to Senior Vice President and Chief Financial Officer. All of the options vest in three annual installments beginning one year from the date of grant.

this proxy statement.

We do not use a formula or set a timeline in determining the amount of equity awards for our named executive officers. Instead, the Compensation Committee exercises its judgment and discretion and considers, among other things, the role and responsibility of the executive, competitive factors, the amount of stock-based equity compensation already held by the executive, the performance of our common stock, the estimated value of the equity awards, non-equity compensation received by the executive, and the total number of shares to be granted to participants during the year. In view of the overwhelming support that we received from the advisory vote on our executive compensation at our ~~2015~~2019 annual meeting, we ~~have~~did not ~~made~~make any material changes to our compensation policies, programs or decisions for ~~2016.~~

2021.

Additional benefits provided to executive officers and key employees as part of their compensation packages include health, life and disability insurance. To the extent the named executive officers participate in these programs, they do so generally on the same basis as our other employees. Our named executive officers do not receive perquisites and we do not maintain any non-equity incentive plans or deferred compensation plans.

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Summary Compensation Table

The following table sets forth the total compensation paid by us during the last three completed fiscal years to our named executive officers, which include the individuals serving as our principal executive officer and principal financial officer at any time during 2015, the individuals who were among our three most highly compensated executive officers serving as such as of the end of 2015 (who are not our principal executive officer and principal financial officer), and any individual who would have been among our three most highly compensated executive officers but for the fact that the individual was not serving as an executive officer at the end of 2015:

Name and Principal Position

Year

Salary
($)

Bonus
($)

Stock
Awards

Option
Awards ($)(1)

All Other
Compensation
($)

Total
($)(2)

Robert McEwen

2015

—

—

—

—

—

—

Chairman and Chief Executive Officer

2014

—

—

—

—

—

—

2013

—

—

—

—

—

—

Nathan Stubina

2015

178,954

15,666

—

78,000

2,146

274,766

Managing Director(3)

2014

147,715

19,928

—

304,500

1,825

473,968

2013

—

—

—

—

—

—

William Faust

2015

300,000

10,000

—

58,500

—

368,500

Chief Operating Officer

2014

300,000

10,000

—

130,500

—

440,500

2013

300,000

20,000

—

151,996

—

471,996

Andrew Elinesky

2015

111,500

7,050

—

49,500

1,621

169,670

Chief Financial Officer(4)

2014

122,283

4,529

—

108,750

1,811

237,373

2013

131,125

19,426

—

91,198

1,784

243,533

Perry Ing

2015

143,345

—

—

—

1,570

144,915

Chief Financial Officer(5)

2014

181,160

14,493

—

217,500

2,224

415,377

2013

194,260

29,139

—

151,996

2,131

377,526

Simon Quick

2015

109,813

15,666

—

46,800

281

172,560

Vice President, Projects

2014

120,541

10,870

—

130,500

1,937

263,848

2013

99,371

29,139

—

91,198

2,390

222,098

officers:

	Year		Salary ($)		Bonus ($)		Stock Awards		Option Awards ($)(1)		All Other Compensation ($)(2)		Total ($)
Robert R. McEwen Chairman and Chief Executive Officer		2021		1		—		—		—		3,705		3,706
		2020		1		—		—		203,232		3,460		206,693
		2019		1		—		—		—		3,432		3,433
Anna Ladd-Kruger Chief Financial Officer(3)(5)		2021		254,817		—		—		43,213		12,338(10)		310,368
		2020		58,715		—		—		81,293		2,599(10)		142,607
		2019		—		—		—		—		—		—
G. Peter Mah Chief Operating Officer(4)(5)		2021		310,558		—		—		—		13,228(10)		323,786
		2020		178,896		—		—		145,860		7,959(10)		332,715
		2019		—		—		—		—		—		—
Steve McGibbon Executive Vice President Exploration(5)(7)		2021		177,545		—		—		86,426		6,587(10)		270,558
		2020		—		—		—		—		—
		2019		—		—		—		—		—		—
Ruben Wallin Vice President Environment, Health, Safety & Sustainability(5)(8)		2021		127,485		—		—		42,213		6,526(10)		177,224
		2020		—		—		—		—		—		—
		2019		—		—		—		—		—		—
Steven Woolfenden Former Vice President, Environment & Community Affairs(5)(6)		2021		241,648		—		—		—		2,376(10)		244,024
		2020		167,715		—		—		31,704		7,413(10)		206,832
		2019		78,269		—		—		101,318		4,005(10)		183,592
Andrew Iaboni Former Vice President, Finance(5)(9)		2021		34,731		—		—		—		613(10)		35,344
		2020		156,534		—		—		63,408		7,260(10)		227,202
		2019		158,277		52,759		—		55,627		10,860(10)		277,523

(1)

Calculated using the ~~Black-Scholes-Merton~~Black-Scholes option pricing model. Please see Note 1113 to the consolidated financial statements filed with our annual report on Form 10-K for the year ended December 31, ~~2015~~2021 for a description of certain assumptions made in connection with the valuation of these option awards.

(2) ~~All~~

Amounts paid to the named executive officers represent payment or reimbursement for life insurance, health benefits, and travel unless otherwise stated.

(3)

Ms. Ladd-Kruger was appointed Chief Financial Officer effective September 29, 2020.

(4)

Mr. Mah was appointed Chief Operating Officer effective April 2, 2020.

(5)

Ms. Ladd-Kruger and Messrs. Mah, Woolfenden, Iaboni, Wallin and McGibbon are or were paid in Canadian ~~dollars, except for Mr. William Faust, who is paid in US~~ dollars. The compensation reflected for them in the Summary Compensation Table has been converted to USU.S. dollars using the average exchange rate for the applicable years as published by the Bank of Canada. For ~~2015,~~2021, the average exchange rate was ~~$1.00~~$0.7963 to C$~~0.7833;~~1.00; for ~~2014 it~~2020, the average exchange rate was ~~$1.00~~$0.7454 to C$~~0.9058;~~1.00; and for ~~2013 it~~2019, the average exchange rate was ~~$1.00~~$0.7537 to C$~~0.9713.~~

1.00.

~~(3)~~(6) ~~Dr. Stubina~~

Mr. Woolfenden was ~~promoted to Managing Director effective July 15, 2014.~~

~~(4)~~ ~~Mr. Elinesky was promoted to Senior~~appointed as Vice President of Environment and ~~Chief Financial Officer~~Community Affairs on May 28, 2019. He served in that capacity until March 23, 2021.

(7)

Mr. McGibbon was appointed Executive Vice President of Exploration effective ~~December 15, 2015.~~

April 10, 2021.

~~(5)~~(8)

Mr. ~~Ing resigned his position effective October 30, 2015.~~

Wallin was appointed Vice President of Environment, Health, Safety & Sustainability on April 12, 2021.

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(9)

Mr. Iaboni served as our Vice President Finance until January 22, 2021.

(10)

Also includes amounts contributed by the company under a company-sponsored defined contribution plan.

Employment Agreements

The named executive officers received salary as provided by the terms of their respective employment agreements or as otherwise agreed with the Company. None of the named executive officers other than ~~Mr. Faust~~Ms. Ladd-Kruger and Messrs. Mah, Woolfenden, McGibbon and Wallin have a written employment ~~agreement~~agreements with us.

On October 2, 2020, we entered into an offer letter of employment (the “Offer Letter”) with Anna Ladd-Kruger, our Chief Financial Officer. Ms. Ladd-Kruger is paid a salary of C$320,000 per year and is entitled to participate in all employee benefit plans consistent with other senior executives of the ~~company.~~

WeCompany. Ms. Ladd-Kruger is also entitled to earn a performance bonus in the discretion of the Compensation Committee of the Board of Directors based on achievement of certain key performance indicators. The target for this bonus is 60% of Ms. Ladd-Kruger’s annual salary. In addition to her cash compensation, Ms. Ladd-Kruger was granted an option to purchase 200,000 shares of the Company’s common stock with an exercise price equal to $1.25 per share.

The Offer Letter provides certain severance benefits and change of control protections. If Ms. Ladd-Kruger is terminated by the Company without cause during her first year of employment, we would be obligated to provide her with twelve months’ notice or pay in lieu of such notice. If Ms. Ladd-Kruger is terminated without cause following the first year of her employment, she would be entitled to the greater of (i) three weeks’ notice for the first year of employment, plus an additional three weeks’ notice for every completed year thereafter, to a maximum of twelve weeks, or pay in lieu of such notice, or (ii) her minimum entitlement under the Ontario Employment Standards Act, 2000, as amended (the “ESA”). If we terminate her employment without cause following a change in control of the company (as such term is defined in the Offer Letter), we would be obligated to pay her an amount equal to 18 months of salary, plus her target bonus and required benefits.

Effective April 6, 2020, we entered into an employment ~~agreement~~letter (the “Employment Agreement”) with ~~Mr. William Faust on July 27, 2011 concurrent~~our Chief Operating Officer, G. Peter Mah, describing the terms of his employment with ~~his election as an officer.~~the Company. Pursuant to the terms of the Employment Agreement, Mr. Mah is paid a salary of C$390,000 per year and is entitled to participate in all employee benefit plans consistent with other senior executives of the Company; provided, however, that Mr. Mah was paid C$195,000 on an annual basis until June 30, 2020, due to travel restrictions related to COVID-19. Mr. Mah is also entitled to earn a performance bonus in the discretion of the Compensation Committee of the Board of Directors of the Company.

The Employment Agreement provides certain severance benefits and change of control protections. If Mr. Mah is terminated by us or resigns following a change in control, we would be obligated to pay him an amount equal to twice his annual salary and bonus for the preceding year. If his employment ~~agreement, Mr. Faust has been retained for a term commencing August 1, 2011 and until the Agreement~~ is terminated ~~in accordance with~~by us without cause, Mr. Mah would be entitled to the ~~provisions thereof. He~~greater of (i) three weeks of severance if he is ~~compensated at~~terminated during the ~~rate~~first year of ~~$300,000 per annum~~employment and ~~in January 2012 received options~~an additional three weeks’ severance for each additional year that he is employed by us, up to ~~acquire up~~12 weeks of severance, or (ii) the amount he would be entitled to receive under the ESA. In addition to his cash compensation, Mr. Mah was granted an option to purchase 300,000 shares of the Company’s common stock with an exercise price equal to $0.81 per share pursuant to the Employment Agreement. Mr. Mah also received a discretionary grant of options to purchase an additional 105,000 shares of common stock at a price of $1.25 per share in ~~accordance~~September 2020.

On May 28, 2019, we entered into an employment agreement with Steven Woolfenden. Pursuant to that agreement, he was entitled to be paid a base salary of C$225,000 and was entitled to participate in all employee benefit plans consistent with other senior executive officers of our company. Mr. Woolfenden was terminated from the company in March 2021 and was paid a lump sum of C$243,750 and his personnel benefits were continued for two weeks pursuant to his severance benefits.

On April 8, 2021, we entered into an employment ~~agreement. Notwithstanding the provisions of~~agreement with Stephen McGibbon. As stated in the agreement, ~~Mr. Faust serves~~he is entitled to receive a base annual salary of C$310,000 and entitled to participate in ~~his position~~all

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•

For employees that partially worked during the 2021 year, we annualized the compensation received but did not adjust for part-time status.

•

The cash compensation for our employees was derived from our payroll records and from payroll records maintained by our wholly-owned subsidiaries, in each case, for the period from January 1, 2021 through December 31, 2021. For payroll records held in a foreign currency, we used the average foreign exchange rate to the U.S. dollar, reported by the Federal Reserve or the national bank of the country, for the period from January 1, 2021 through December 31, 2021.

After identifying the median employee, we determined such employee’s annual total compensation in accordance with Item 402©(2)(x) of Regulation S-K as required by SEC rules. This calculation is the same calculation used to determine total compensation for purposes of the 2021 Summary Compensation Table with respect to each of the named executive officers.

The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, exclusions, and assumptions that reflect their compensation practices. As such, the pay ratio reported above may not be comparable to the pay ratio reported by other companies, even those in a related industry or of a similar size and scope. Other companies may have different employment practices (including compensation of the CEO) or regional demographics, or may utilize different methodologies and assumptions in calculating their pay ratios.

DIRECTOR COMPENSATION

In November 2005, we established a compensation program for our non-executive directors, which provides cash payments to those directors in addition to long-term incentive equity awards. ~~Directors receive~~In 2021, directors received fees of ~~$30,000~~$40,000 annually for their service and additional amounts for ~~committee~~Committee service. The ~~committee~~Committee service amounts range from $2,000 to $10,000 annually, depending on the ~~type of committee~~Committee and whether the individual takes on additional responsibility as Chair. The directors may also receive cash bonuses from time to time in circumstances where they serve on special committees or undertake additional activities in addition to their usual duties. The compensation received by our directors for ~~fiscal 2015~~the year ended December 31, 2021 is as follows:

Name(1)

Fees Earned or
Paid in Cash

Stock
Awards

Option
Awards(2)

Incentive Plan
Compensation

All Other
Compensation

Total

Allen Ambrose

$
45,000

—

$
29,250

—

—

$
74,250

Michele Ashby

$
45,000

—

$
29,250

—

—

$
74,250

Leanne Baker

$
42,000

—

$
29,250

—

—

$
71,250

Richard Brissenden(3)

$
50,000

—

$
29,250

—

—

$
79,250

Greg Fauquier(3)

$
40,000

—

$
29,250

—

—

$
69,250

Donald Quick(3)

$
40,000

—

$
29,250

—

—

$
69,250

Michael Stein(3)

$
42,000

—

$
29,250

—

—

$
71,250

Name(1)	Fees Earned or Paid in Cash ($)		Stock Awards			Option Awards($)(3)		Incentive Plan Compensation		All Other Compensation		Total ($)
Allen Ambrose		45,000		—			—		—		—		45,000
Michele Ashby		45,000		—			—		—		—		45,000
Richard Brissenden(2)		50,178		—	��		—		—		—		50,178
Greg Fauquier(2)		45,161		—			—		—		—		45,161
Donald Quick(2)		40,143		—			—		—		—		40,143
Robin Dunbar(2)		40,143		—			—		—		—		40,143
Michael Stein(2)		42,150		—			—		—		—		42,150
William Shaver(2)(4)		11,173		—			47,762		—		—		58,935

(1)

Mr. McEwen is omitted from this table because he did not receive compensation in ~~2015~~2021 for service as a director.

(2)

Compensation paid in Canadian dollars. The compensation reflected in the Director Compensation Table has been converted to U.S. dollars using the 2021 average exchange rate of $0.7963 to C$1.00 published by the Bank of Canada.

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(3)

Calculated using the ~~Black-Scholes-Merton~~Black-Scholes option pricing model. Please see Note 1113 to the consolidated financial statements filed with our annual report on Form 10-K for the year ended December 31, ~~2015~~2021 for a description of certain assumptions made in connection with the valuation of these option awards.

~~(3)~~(4) ~~Compensation paid in Canadian dollars. The compensation reflected in~~

William Shaver was appointed to the ~~Director Compensation Table has been converted to US dollars using the 2015 average exchange rate~~Board of ~~$1.00 to C$0.7833 published by the Bank of Canada.~~

Directors on September 29,2021.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Procedures and Policies

We consider “related party transactions” to be transactions between our company and (i) a director, officer, director nominee or beneficial owner of greater than five percent of our stock; (ii) the spouse, parents, children, siblings or in-laws of any person named in (i); or (iii) an entity in which one of our directors or officers is also a director or officer or has a material financial interest.

The Audit Committee is vested with the responsibility of evaluating and approving any potential related party transaction, unless a special committee consisting solely of independent directors (as defined in the NYSE Rules) is appointed by the Board of Directors. Policies and procedures for related party transactions are set forth in our Corporate Governance Guidelines and Audit Committee Charter, both of which are available on our website at http://~~www.mcewenmining.com.~~

www.mcewenmining.com/investor-relations/corporate-governance.

Transactions with Related Parties

Aircraft Charter Arrangement: Beginning in the second quarter of 2010, an aircraft owned and operated by Lexam L.P. (of which Mr. McEwen, our Chairman and Chief Executive Officer and the beneficial owner of more than five percent of our outstanding common stock is a limited partner and beneficiary) was made available to our company in order to expedite business travel. In his role as Chairman and Chief Executive Officer of ~~McEwen Mining,~~the Company, Mr. McEwen must travel extensively and frequently on short notice.

Mr. McEwen is able to charter the aircraft from Lexam L.P. at a preferential rate. Our independent Board members have approved a policy whereby only the variable expenses of operating this aircraft for business related travel are eligible for reimbursement by us. Where possible, trips also include other company personnel, both executives and non-executives, to maximize efficiency.

For the year ended December 31, ~~2015,~~2021, we paid approximately $0.1 million to Lexam L.P. for the use of this aircraft.

~~Legal Services:~~Secured Credit Agreement: On August 10, 2018, we completed a $50.0 million Secured Term Credit Agreement (“Credit Agreement”) with certain lenders. On June 25, 2020, the Credit Agreement was amended to, among other things, substitute a new lender and administrative agent and extend the due date of principal payments under the Agreement. An entity over which Mr. McEwen exercises voting and investment control participated as a lender for $25.0 million of the total $50.0 million term loan under the terms of the Credit Agreement. During the year ended December 31, ~~2015,~~2021, we paid the affiliated entity $2.8 million in interest. The loan made by the affiliate of Mr. McEwen is on the same terms and conditions as the loan made by the unaffiliated third parties.

Subsequent Loan by McEwen Affiliate: On March 31, 2022, we borrowed an additional $15 million from the affiliate of Mr. McEwen in the form of an unsecured note. The note bears interest at the rate of eight percent per year, payable monthly, and is due and payable in full September 30, 2025.

Investment in McEwen Copper: During the year ended December 31, 2021, our subsidiary McEwen Copper Inc. sold four million of its common shares to an entity affiliated with Mr. McEwen for a price of $10 per share or an aggregate of $40 million. The shares sold to Mr. McEwen’s affiliate represented 18.6% of the equity of McEwen Copper.

Legal Services: During the year ended December 31, 2021, legal fees of ~~$0.1~~$0.3 million were incurred with REVlaw, a company ~~related to~~owned by Carmen Diges, General Counsel of the Company. The services of Ms. Diges as General Counsel and other attorneys are provided by REVlaw.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of April ~~11, 2016,~~28, 2022, there were a total of ~~277,027,128~~474,275,626 shares of our common stock ~~and one share of our Series B Special Voting Preferred Stock~~ outstanding. A trustee is the holder of the one share of Series B Special Voting Preferred Stock for and on behalf of the registered holders of the Exchangeable Shares. As of April 11, 2016, there were a total of 21,048,613 Exchangeable Shares outstanding (exclusive of shares owned by McEwen Mining and its affiliates).

The voting and exchange trustee is entitled to all of the voting rights, including the right to vote in person or by proxy, attaching to the one share of Series B Special Voting Preferred Stock on all matters that may properly come before a meeting of shareholders. The share of Series B Special Voting Preferred Stock is entitled to that number of votes equal to the number of outstanding Exchangeable Shares (other than shares held by us or our subsidiaries). The holders of our common stock and the holder of the Series B Special Voting Preferred Stock vote together as a single class. The Exchangeable Shares are exchangeable for shares of our common stock at any time on a one-for-one basis.

All rights of a holder of Exchangeable Shares to exercise votes attached to the share of Series B Special Voting Preferred Stock will cease upon the exchange of that holder’s Exchangeable Shares for shares of our common stock.

The following table describes the beneficial ownership of our voting securities as of April ~~11, 2016,~~28, 2022, by: (i) each of our named executive officers and directors; (ii) all of our executive officers (whether or not named executive officers) and directors as a group; and (iii) each shareholder known to us to own beneficially more than 5% of our common stock (assuming for such purposes that the Exchangeable Shares owned by such persons, if any, constitute outstanding shares of our common stock). For purposes of providing the calculations below, we have assumed that the total number of shares of our common stock outstanding is 298,075,741 (which assumes that the 21,048,613 Exchangeable Shares constitute outstanding shares of our common stock, but does not include any shares issuable upon exercise of outstanding options

~~except as set forth in the table).~~stock. In calculating the percentage ownership for each shareholder, we assumed that any options or warrants owned by an individual and exercisable within 60 days are exercised, but not the options or warrants owned by any other individual. Unless otherwise stated, all ownership is direct and the address of each individual or entity is the address of our executive office, 150 King Street West, Suite 2800, Toronto, Ontario, Canada M5H 1J9.

Shares Beneficially Owned

Name and Address of Beneficial Owner

Number

Footnote Reference

Percentage

Robert McEwen** (includes shares held by 2190303 Ontario Inc.)

75,791,721

(1)(2)

25.4
%
2190303 Ontario Inc.

75,791,721

(2)

25.4
%
Allen Ambrose**

491,904

(1)(3)

*

Michele Ashby**

197,500

(1)(4)

*

Leanne Baker**

205,500

(1)(5)

*

Richard Brissenden**

70,000

(1)(6)

*

Gregory Fauquier**

45,333

(1)(7)

*

Donald Quick**

160,000

(1)(8)

*

Michael Stein**

504,870

(1)(9)

*

Nathan Stubina

97,000

(1)(10)

*

Andrew Elinesky

151,000

(1)(11)

*

Simon Quick

141,000

(1)(12)

*

William Faust

480,400

(1)(13)

*

Perry Ing

527,000

(14)

*

All officers and directors as a group

79,922,212

(3) through (15)

26.6
%

	Shares Beneficially Owned
Name and Address of Beneficial Owner	Number		Footnote Reference		Percentage
Robert McEwen** (includes shares held by 2190303 Ontario Inc.)		82,354,345		(1)(2)		17.3%
2190303 Ontario Inc.		81,834,879				17.2%
Allen Ambrose**		576,134		(1)(3)		*
Michele Ashby		167,500		(1)(4)		*
Richard Brissenden		100,000		(1)(5)		*
Robin Dunbar		234,279		(1)(6)		*
Donald Quick		210,000		(1)(7)		*
Merri Sanchez		0		(1)		*
William M. Shaver		0		(1)		*
Michael Stein		672,892		(1)(8)		*
Anna Ladd-Kruger		116,666		(1)(9)		*
G. Peter Mah		231,575		(1)(10)		*
Stephen McGibbon		0		(1)		*
Ruben Wallin		0		(1)		*
Steven Woolfenden		126,000		(1)(11)		*
Andrew Iaboni		42,574		(1)(12)		*
All officers and directors as a group (15 persons)		85,193,965		(2)(13)		17.9%

*

Less than one percent.

** ~~All directors can be reached at our corporate office address of 150 King Street West, Suite 2800, Toronto, Ontario, Canada M5H 1J9.~~

(1)

Officer or Director or former Officer or Director.

(2) ~~Robert R. McEwen, our Chief Executive Officer and Chairman~~

Includes (i) 352,800 shares owned by the reporting person’s spouse, of ~~the Board, owns 100% of the outstanding common stock of~~which he disclaims beneficial ownership; (ii) 81,834,879 shares owned by 2190303 Ontario Inc. ~~Because Mr. McEwen~~, an Ontario corporation, over which shares the reporting person exercises voting and investment ~~power over the securities held by 2190303 Ontario Inc., these same shares are also included in Mr. McEwen’s individual share ownership in the table.~~

~~(3)~~ ~~Includes 60,000~~control; and (iii) 166,666 shares underlying stock options which are exercisable within 60 days of the date of this proxy statement.

~~(4)~~(3)

Includes ~~145,000~~100,000 shares underlying stock options which are exercisable within 60 days of the date of this proxy statement.

(4)

Includes 100,000 shares underlying stock options, which options are exercisable within 60 days of the date of this proxy statement.

(5)

Includes ~~160,000~~100,000 shares underlying stock options which are exercisable within 60 days of the date of this proxy statement.

(6)

Includes ~~60,000~~15,234 shares held by a corporation. Also includes 200,000 shares underlying stock options which are exercisable within 60 days of the date of this proxy statement.

(7)

Includes ~~33,333~~100,000 shares underlying stock options which are exercisable within 60 days of the date of this proxy statement.

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(8)

Includes ~~60,000~~100,000 shares underlying stock options which are exercisable within 60 days of the date of this proxy statement.

(9)

Includes ~~60,000~~66,666 shares underlying stock options ~~which~~exercisable within 60 days of the date of this proxy statement.

(10)

Includes 200,000 shares underlying stock options that are exercisable within 60 days of the date of this proxy statement.

~~(10)~~(11)

Includes ~~70,000~~126,000 shares underlying stock options ~~which are~~ exercisable within 60 days of the date of this proxy statement.

~~(11)~~(12)

Includes ~~151,000~~26,666 shares underlying stock options ~~which are~~ exercisable within 60 days of the date of this proxy statement.

~~(12)~~(13)

Includes ~~141,000~~1,522,998 shares underlying stock options ~~which are~~ exercisable within 60 days of ~~this proxy statement.~~

~~(13)~~ ~~Includes 480,000 shares underlying stock options which are exercisable within 60 days~~the date of this proxy statement.

~~(14)~~ Mr. Ing resigned as the Company’s Chief Financial Officer effective October 30, 2015. Information in the table is based on the most recent Form 4 filed by Mr. Ing. Includes 480,000 shares underlying stock options which are exercisable within 60 days of this proxy statement.

~~(15)~~ ~~Includes 70,000 shares underlying stock options which are exercisable within 60 days of this proxy statement.~~

Changes in Control

We know of no arrangement or events, including the pledge by any person of our securities, which may result in a change in control of our company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Set out below is information as of December 31, 2021 with respect to compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance:

Equity Compensation Plan Information

Plan Category
Number of
securities to
be issued upon
exercise of
outstanding
options

Weighted-
average
exercise price
per share of
outstanding
options

Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans

Equity compensation plans approved by security holders 6,169,583 $ 1.34 23,830,417
TOTAL 6,169,583 1.34 23,830,417
The number of securities shown in the table above as remaining available for future issuance is net of securities previously issued and exercised.

PROPOSALS OF SHAREHOLDERS FOR PRESENTATION

AT THE NEXT ANNUAL MEETING OF SHAREHOLDERS

We anticipate that the next annual meeting of shareholders will be held in ~~May 2017.~~June 2023. Any shareholder who desires to submit a proper proposal for inclusion in the proxy materials related to the next annual meeting of shareholders must do so in writing in accordance with our Amended and Restated Bylaws and Rule 14a-8 of the Exchange Act, and it must be received at our principal executive offices no later than ~~December 16, 2016~~January 2, 2023 in order to be considered for inclusion in the proxy statement for the ~~2017~~2023 annual meeting of shareholders. Shareholders who intend to present a proposal at the ~~2017~~2023 annual meeting of shareholders without including such proposal in the ~~2017~~2023 proxy statement must provide us with a notice of such proposal no sooner than ~~January 26, 2017~~March 2, 2023 and no later than ~~February 25, 2017.~~April 1, 2023. For proposals sought to be included in our proxy statement, the proponent must be a record or beneficial owner entitled to vote on such proposal at the next annual meeting and must continue to own such security entitling such right to vote through the date on which the meeting is held.

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WHERE YOU CAN FIND MORE INFORMATION ABOUT US

As a reporting company, we are subject to the informational requirements of the Exchange Act and accordingly file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC. The public may read and copy any materials filed with the SEC at their Public Reference Room at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at (800) SEC-0330 for further information on the Public Reference Room. As an electronic filer, our public filings are maintained on the SEC’s Internet site that contains reports, proxy statements, and other information regarding issuers that file electronically with the SEC. The address of that website is http://www.sec.gov.

Our common stock is listed on the NYSE and the TSX under the symbol “MUX.”

~~“HOUSEHOLDING” OF PROXY MATERIALS~~

When multiple shareholders have the same address, the SEC permits companies and Intermediaries to deliver a single copy of certain proxy materials and the Notice of Internet Availability of Proxy Materials (the “Notice”) to them. This process is commonly referred to as “householding.” We do not participate in householding, but some brokers may for shareholders who do not take electronic delivery of proxy materials. If your shares are held in a brokerage account and you have received notice from your broker that it will send one copy of the Notice or proxy materials to your address, householding will continue until you are notified otherwise or instruct your broker otherwise. If, at any time, you would prefer to receive a separate copy of the Notice or proxy materials, or if you share an address with another shareholder and receive multiple copies but would prefer to receive a single copy, please notify your broker. We will promptly deliver to a shareholder who received one copy of the Notice or proxy materials as a result of householding a separate copy upon the shareholder’s written or oral request directed to our investor relations department at (647) 258-0395 ext. 320 or McEwen Mining Inc., 150 King Street West, Suite 2800, Toronto, Ontario, Canada M5H 1J9. Please note, however, that if you wish to receive a paper proxy card or other proxy materials for purposes of this year’s annual meeting, you should follow the instructions provided in the Notice.

ANNUAL REPORT ON FORM 10-K

A copy of our Annual Report to the SEC on Form 10-K for the year ended December 31, ~~2015,~~2021, including financial statements and schedules, and copies of any of the exhibits referenced therein, are available to shareholders without charge upon written request to ~~Andrew Iaboni, Vice President, Finance,~~Anna Ladd-Kruger, Chief Financial Officer, at 150 King Street West, Suite 2800, Toronto, Ontario, Canada M5H 1J9.

OTHER MATTERS

The Board of Directors knows of no other business to be presented at the annual meeting of shareholders. If other matters properly come before the meeting, the persons named in the accompanying form of proxy intend to vote on such other matters in accordance with their best judgment.

				By Order of the Board of Directors

	DATE: ~~April 11, 2016~~ May 2, 2022			ROBERT R. MCEWEN
	Chairman and Chief Executive Officer

21

30

		By Order of the Board of Directors
~~Toronto, Ontario~~ ~~April 11, 2016~~
	May 2, 2022	ROBERT R. MCEWEN Chairman and Chief Executive Officer

PROPOSAL FOR ~~ELECTION OF DIRECTORS~~	1

~~PROPOSAL FOR APPROVAL OF EXECUTIVE COMPENSATION~~	5

~~PROPOSAL FOR APPROVAL OF FREQUENCY OF SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION~~	6

~~PROPOSAL FOR RATIFICATION OF AUDITORS~~	7

~~LEGAL PROCEEDINGS~~	8

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~	8

~~CORPORATE GOVERNANCE~~	8

~~COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS~~	12

~~OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END~~	17

~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~	18

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~	18

~~PROPOSALS OF SHAREHOLDERS FOR PRESENTATION AT THE NEXT ANNUAL MEETING OF SHAREHOLDERS~~	20

~~WHERE YOU CAN FIND MORE INFORMATION ABOUT US~~	20

~~“HOUSEHOLDING” OF PROXY MATERIALS~~	20

~~ANNUAL REPORT ON FORM 10-K~~	20

~~OTHER MATTERS~~	21

Name	Age	Positions With the Company	Board Position Held Since
Robert R. McEwen	65	Chairman of the Board and Chief Executive Officer	2005
Allen V. Ambrose(1)(2)(3)	59	Director	2012
Michele L. Ashby(1)(3)	60	Director	2005
Leanne M. Baker(2)(4)	63	Director	2005
Richard W. Brissenden(3)(4)	71	Director	2012
Gregory P. Fauquier(1)(3)	65	Director	2014
Donald R. M. Quick(3)	64	Director	2012
Michael L. Stein(4)	65	Director	2012
Colin Sutherland	44	President	—
Nathan M. Stubina	57	Managing Director	—
William A. Faust	64	Chief Operating Officer	—
Andrew L. Elinesky	39	Senior Vice President and Chief Financial Officer	—
Andrew Iaboni	34	Vice President, Finance	—
Carmen L. Diges	45	General Counsel	—
Simon T. Quick	29	Vice President, Projects	—

	2015		2014
Audit Fees	$	434,732	$	415,151
Audit Related Fees	—		—
Tax Fees	—		—
All Other Fees	—		—
Total Fees	$	434,732	$	415,151

	2021			2020
Audit Fees		$	667,926		$	732,223
Audit-Related Fees			190,772			—
Tax Fees			—			—
All Other Fees			—			—
Total Fees		$	858,698		$	732,223

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards	Option Awards ($)(1)	All Other Compensation ($)	Total ($)(2)
Robert McEwen	2015	—	—	—	—	—	—
Chairman and Chief Executive Officer	2014	—	—	—	—	—	—
	2013	—	—	—	—	—	—
Nathan Stubina	2015	178,954	15,666	—	78,000	2,146	274,766
Managing Director(3)	2014	147,715	19,928	—	304,500	1,825	473,968
	2013	—	—	—	—	—	—
William Faust	2015	300,000	10,000	—	58,500	—	368,500
Chief Operating Officer	2014	300,000	10,000	—	130,500	—	440,500
	2013	300,000	20,000	—	151,996	—	471,996
Andrew Elinesky	2015	111,500	7,050	—	49,500	1,621	169,670
Chief Financial Officer(4)	2014	122,283	4,529	—	108,750	1,811	237,373
	2013	131,125	19,426	—	91,198	1,784	243,533
Perry Ing	2015	143,345	—	—	—	1,570	144,915
Chief Financial Officer(5)	2014	181,160	14,493	—	217,500	2,224	415,377
	2013	194,260	29,139	—	151,996	2,131	377,526
Simon Quick	2015	109,813	15,666	—	46,800	281	172,560
Vice President, Projects	2014	120,541	10,870	—	130,500	1,937	263,848
	2013	99,371	29,139	—	91,198	2,390	222,098

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stocks or	All Other Option Awards: Number of Securities Underlying	Exercise or Base Price of Option Awards	Grant Date Fair Value Of Stock And Option Awards
Name	Grant Date(1)	Threshold	Target	Maximum	Threshold	Target	Maximum	Units	Options	($/sh)	($)(2)
Robert McEwen	—	—	—	—	—	—	—	—	—	—	—
Nathan Stubina	11/27/2015	—	—	—	—	200,000	—	—	—	1.02	78,000
William Faust	11/27/2015	—	—	—	—	150,000	—	—	—	1.02	58,500
Andrew Elinesky	11/27/2015	—	—	—	—	90,000	—	—	—	1.02	35,100
Andrew Elinesky	12/17/2015	—	—	—	—	30,000	—	—	—	1.02	14,400
Simon Quick	11/27/2015	—	—	—	—	120,000	—	—	—	1.02	46,800

Name	Grant Date(1)		Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stocks or Units		All Other Option Awards: Number of Securities Underlying Options		Exercise or Base Price of Option Awards ($/sh)		Grant Date Fair Value of Stock and Option Awards ($)(2)
Name	Grant Date(1)		Threshold		Target		Maximum		Threshold		Target		Maximum		All Other Stock Awards: Number of Shares of Stocks or Units				Exercise or Base Price of Option Awards ($/sh)		Grant Date Fair Value of Stock and Option Awards ($)(2)
Anna Ladd-Kruger		08/09/2021		—		—		—		—		100,000		—		—		—		1.21		43,213
Stephen McGibbon		08/09/2021		—		—		—		—		200,000		—		—		—		1.21		86,426
Ruben Wallin		08/09/2021		—		—		—		—		100,000		—		—		—		1.21		43,213

	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Nathan Stubina(1)	70,000	140,000	—	2.90	8/11/2019	—	—	—	—
Nathan Stubina(1)	—	200,000	—	1.02	11/26/2020	—	—	—	—
Simon Quick	6,000	—	—	2.51	2/17/2020	—	—	—	—
Simon Quick	15,000	—	—	7.10	3/15/2021	—	—	—	—
Simon Quick(1)	60,000	30,000	—	2.25	5/21/2018	—	—	—	—
Simon Quick(1)	30,000	60,000	—	2.90	8/11/2019	—	—	—	—
Simon Quick(1)	—	120,000	—	1.02	11/26/2020	—	—	—	—
Andrew Elinesky	22,000	—	—	2.02	5/7/2018	—	—	—	—
Andrew Elinesky	4,000	—	—	2.51	2/17/2020	—	—	—	—
Andrew Elinesky	10,000	—	—	7.10	3/15/2021	—	—	—	—
Andrew Elinesky(1)	60,000	30,000	—	2.25	5/21/2018	—	—	—	—
Andrew Elinesky(1)	25,000	50,000	—	2.90	8/11/2019	—	—	—	—
Andrew Elinesky(1)	—	90,000	—	1.02	11/26/2020	—	—	—	—
Andrew Elinesky(1)	—	30,000	—	1.02	12/17/2020	—	—	—	—
William Faust	300,000	—	—	5.80	1/31/2022	—	—	—	—
William Faust(1)	100,000	50,000	—	2.25	5/21/2018	—	—	—	—
William Faust(1)	30,000	60,000	—	2.90	8/11/2019	—	—	—	—
William Faust(1)	—	150,000	—	1.02	11/26/2020	—	—	—	—

	Option Awards										Stock Awards
Name(1)	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested		Market Value of Shares or Units That Have Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Robert R. McEwen		166,667		333,333		—		1.25		9/28/2025		—		—		—		—
Anna Ladd-Kruger		66,667		133,333		—		1.25		9/28/2025		—		—		—		—
Anna Ladd Kruger		—		100,000				1,21		8/08/2026		—		—		—		—
George Peter Mah		200,000		100,000		—		0.81		4/02/2025		—		—		—		—
George Peter Mah		35,000		70,000		—		1.25		9/28/2025		—		—		—		—
Stephen McGibbon		—		200,000		—		1.21		8/08/2026		—		—		—		—
Ruben Wallin		—		100,000		—		1.21		8/08/2026		—		—		—		—

Name(1)	Fees Earned or Paid in Cash		Stock Awards	Option Awards(2)		Incentive Plan Compensation	All Other Compensation	Total
Allen Ambrose	$	45,000	—	$	29,250	—	—	$	74,250
Michele Ashby	$	45,000	—	$	29,250	—	—	$	74,250
Leanne Baker	$	42,000	—	$	29,250	—	—	$	71,250
Richard Brissenden(3)	$	50,000	—	$	29,250	—	—	$	79,250
Greg Fauquier(3)	$	40,000	—	$	29,250	—	—	$	69,250
Donald Quick(3)	$	40,000	—	$	29,250	—	—	$	69,250
Michael Stein(3)	$	42,000	—	$	29,250	—	—	$	71,250

	Shares Beneficially Owned
Name and Address of Beneficial Owner	Number	Footnote Reference	Percentage
Robert McEwen** (includes shares held by 2190303 Ontario Inc.)	75,791,721	(1)(2)	25.4	%
2190303 Ontario Inc.	75,791,721	(2)	25.4	%
Allen Ambrose**	491,904	(1)(3)	*
Michele Ashby**	197,500	(1)(4)	*
Leanne Baker**	205,500	(1)(5)	*
Richard Brissenden**	70,000	(1)(6)	*
Gregory Fauquier**	45,333	(1)(7)	*
Donald Quick**	160,000	(1)(8)	*
Michael Stein**	504,870	(1)(9)	*
Nathan Stubina	97,000	(1)(10)	*
Andrew Elinesky	151,000	(1)(11)	*
Simon Quick	141,000	(1)(12)	*
William Faust	480,400	(1)(13)	*
Perry Ing	527,000	(14)	*
All officers and directors as a group	79,922,212	(3) through (15)	26.6	%

Plan Category	Number of securities to be issued upon exercise of outstanding options		Weighted- average exercise price per share of outstanding options			Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders		6,169,583		$	1.34		23,830,417
TOTAL		6,169,583			1.34		23,830,417