UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item. 3.02 | Unregistered Sales of Equity Securities. |
On January 22, 2026, McEwen Inc. (the “Company”) entered into a definitive agreement increasing the number of securities offered pursuant to the offering previously announced in the Form 8-K filed with U.S. Securities and Exchange Commission (the “SEC”) on December 22, 2025 by an additional 377,000 Canadian Development Expense “flow-through” shares of the Company’s common stock, no par value (the “Shares,” and such transaction, the “Offering”), at a price of approximately US$21.25 per share. The Shares are considered “flow-through” common shares for purposes of the Income Tax Act (Canada) in that they provide potential tax benefits to the purchasers if the Company uses the proceeds of the Offering for qualified exploration or development expenses. The Offering is expected to close in late January 2026. Proceeds to the Company from the Offering after deducting placement fees will be approximately US$7.69 million.
The sale of Shares will be made through a Canadian Development Expense Subscription and Renunciation Agreement between the Company and the agent for the subscribers named therein. The Shares will be offered and sold pursuant to and in reliance on an exemption from registration afforded by Section 4(a)(2) under the Securities Act Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation S promulgated by the SEC thereunder.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are furnished or filed with this report, as applicable:
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
Cautionary Statement
This Current Report and accompanying press release contain certain forward-looking statements and information, within the meaning of applicable Canadian securities legislation and the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements and information expressed, as of the date of the Current Report, are estimates, forecasts, projections, expectations, or beliefs as to future events and results. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic, and competitive uncertainties, risks, and contingencies, and there can be no assurance that such statements and information will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements and information. Risks and uncertainties that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking statements and information include, but are not limited to, fluctuations in the market price of precious and base metals, mining industry risks, political, economic, social and security risks associated with foreign operations, the ability of the Company to receive or receive in a timely manner permits or other approvals required in connection with operations, the risk that Argentina’s Large Investment Incentive Regime may be curtailed, extinguished or amended, risks associated with the construction of mining operations and commencement of production and the projected costs thereof, risks related to litigation, the state of the capital markets, environmental risks and hazards, uncertainty as to calculation of mineral resources and reserves, foreign exchange volatility, foreign exchange controls, foreign currency risk, the risk that the transactions contemplated by the Subscription and Renunciation Agreements and/or Exchange Agreement may not be completed on a timely basis, if at all, the risk that conditions to the consummation of the transaction contemplated by the Subscription and Renunciation Agreements and/or Exchange Agreement may not be satisfied, the risk that the transactions contemplated by the Subscription and Renunciation Agreements and/or Exchange Agreement may involve unexpected costs, liabilities or delays, the possible occurrence of an event, change or other circumstance that could result in termination of the transaction contemplated by the Subscription and Renunciation Agreements and/or Exchange Agreement, and other risks. Readers should not place undue reliance on forward-looking statements or information included in this Current Report and the press release, which speak only as of the date hereof. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. See the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and other filings with the Securities and Exchange Commission, under the caption “Risk Factors,” for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information regarding the Company. All forward-looking statements and information made in the press release are qualified by this cautionary statement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| McEWEN INC. | ||
| Date: January 23, 2026 | By: | /s/ Carmen Diges |
| Carmen Diges, General Counsel | ||