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McEwen Inc. Proxy Solicitation & Information Statement 2023

May 2, 2023

45814_rns_2023-05-02_14f2e52e-c783-4040-8118-a58778b372a3.pdf

Proxy Solicitation & Information Statement

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TABLE OF CONTENTS

MCEWEN MINING INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS June 29, 2023

The 2023 annual meeting of the shareholders of McEwen Mining Inc. will be held virtually at: www.meetnow.global/MMHG65D on June 29, 2023 at 2:00 P.M. Eastern Time . The meeting will be held for the following purposes:

  1. To elect seven (7) 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 a proposal to amend our Second Amended and Restated Articles of Incorporation to increase our authorized capital to 10,000,000 shares of preferred stock, to make a corresponding increase in the total authorized shares and to make other conforming changes to our Articles;

  3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023; and

  4. 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 28, 2023 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. The Notice of Annual Meeting of Shareholders and this proxy statement and a proxy or voting instruction card are being mailed or made available to shareholders starting on or before May 8, 2023.

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 environmentally-friendly virtual meeting format will provide expanded access, improved communication and cost savings for our shareholders. You will be able to attend and participate in the annual meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetnow.global/MMHG65D at the meeting date and time described in the accompanying proxy statement. You will not be able to attend the annual 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 reconvene at a date, time and physical or virtual location announced by the meeting chair. Under these circumstances, we will post information regarding the announcement on the investors page of our website at 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 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 VIRTUAL ANNUAL MEETING AND VOTING ELECTRONICALLY. Please note that all votes cast via the Internet must be cast prior to 2:00 p.m. Eastern Time on June 29, 2023 and votes cast by telephone must be cast by 1:00 a.m. on that same day.

TABLE OF CONTENTS

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held Virtually on June 29, 2023 at 2:00 P.M. Eastern Time.

The proxy statement and annual report to shareholders are available at: http://www.envisionreports.com/MUX .

By Order of the Board of Directors

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May 8, 2023

ROBERT R. MCEWEN Chairman and Chief Executive Officer