McEwen Mining Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Introductory Note

This Current Report on Form 8-K is being filed in connection with the completion, on August 19, 2024 (the “Closing Date”), of the previously announced Merger (as defined below) contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 16, 2024, by and among Timberline Resources Corporation (“Timberline”), McEwen Mining Inc., a Colorado corporation (the “Company” or “McEwen”), and Lookout Merger Sub, Inc., a Delaware corporation and direct subsidiary of McEwen (“Merger Sub”).

At the effective time of the Merger (the “Effective Time”) and in accordance with the Merger Agreement, Merger Sub merged with and into Timberline, with Timberline  surviving and continuing as the surviving corporation and a direct, wholly owned subsidiary of McEwen (such transaction, the “Merger”). The Merger was approved by a vote of the stockholders of Timberline at a special meeting of stockholders (the “Special Meeting”) held on August 16, 2024.

At the Effective Time and in accordance with the Merger Agreement, each outstanding share of common stock of Timberline (each, a “Timberline Share”) was converted into the right to receive 0.01 (the “Exchange Ratio”) of a share of common stock of McEwen, no par value per share (each, a “McEwen Share”). Any stockholder of Timberline who would otherwise be entitled to receive a fraction of a McEwen Share pursuant to the Merger (after taking into account all of Timberline Shares held immediately prior to the Effective Time by such holder) had their holdings of McEwen Shares rounded up to the nearest whole share.

Pursuant to the Merger Agreement, at the Effective Time: (i) each option to acquire Timberline Shares (each, a “Timberline Option”) that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and deemed to be fully vested and converted into such number of Timberline Shares equal to (A) the excess, if any, of (1) the volume weighted average price of a Timberline Share for the five trading days ending on, and including, the third trading day immediately preceding the Effective Time over (2) the per share exercise price of such Timberline Option, multiplied by (B) the total number of Timberline Shares subject to such Timberline Option immediately prior to the Effective Time; and (ii) each warrant to purchase Timberline Shares that was outstanding immediately prior to the Effective Time (each, a “Rollover Warrant”) was converted into a warrant to acquire a number of McEwen Shares, which was determined by multiplying the number of Timberline Shares subject to such Rollover Warrant by the Exchange Ratio and rounding down to the nearest whole number of McEwen Shares, at an adjusted exercise price calculated by dividing the per share exercise price for Timberline Shares subject to such Rollover Warrant, as in effect immediately prior to the Effective Time, by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent.

The issuance of McEwen Shares in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to McEwen’s registration statement on Form S-4 (File No. 333-279639) (as amended, the “Registration Statement”), declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 11, 2024. The definitive proxy statement of Timberline, which formed part of the Registration Statement and also constituted McEwen’s prospectus (the “Proxy Statement”), contains additional information about the Merger and the other transactions contemplated by the Merger Agreement. The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 to McEwen’s Current Report on Form 8-K filed with the SEC on April 18, 2024.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

On August 19, 2024, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 7.01 of this Current Report on Form 8-K and in the press releases attached hereto is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

(d) Exhibits

* The foregoing exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

** Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

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.