McEwen Inc. — Director's Dealing 2012

Dec 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: McEwen Mining Inc. (MUX)
CIK: 0000314203
Period of Report: 2012-12-18

Reporting Person: Stein Michael Leon (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-18	Subscription Rights (Right to Buy)	$	X	286200	Disposed	2012-12-04	Exchangeable Shares (28620)	Direct
2012-12-18	Exchangeable Shares	$	X	28620	Acquired		Common Stock (28620)	Direct

Footnotes

F1: For every ten (10) McEwen Mining-Minera Andes Acquisition Corp. ("Canadian Exchangeco") Subscription Rights held, such holder is entitled to purchase one (1) Exchangeable Share at a price equal to CDN$2.24 per whole share of Canadian Exchangeco ("Exchangeable Share"). The reporting person exercised all of his basic Subscription Rights on November 30, 2012 and contemporaneously requested the ability to exercise additional rights in the event that other holders of Subscription Rights do not exercise their basic Subscription Right in full (the "Over-subscription"). The reporting person was allocated 286,000 additional rights through the Over-subscription on December 18, 2012.

F2: While the expiration date was December 4, 2012, the number of Subscription Rights available through the Over-subscription was not determined until after the expiration date for exercising the basic Subscription Rights.

F3: Exchangeable Shares are exchangeable on a one-for-one basis for Common Stock at any time at the option of the holder and are intended to have, to the extent practicable, the same economic, voting and other rights of the Common Stock.

F4: Exchangeable Shares may be converted into Common Stock (i) upon certain changes in Canadian tax law, (ii) upon a liquidation, dissolution or winding up of Exchangeco, or (iii) upon a liquidation of the Company. Exchangeco may accelerate redemption in the event that: (A) fewer than 5% of the Exchangeable Shares are outstanding; (B)(1) the Company undergoes a change of control or a change of control is approved, (2) the shareholders of the Company approve a liquidation of the Company or (3) the Company disposes of substantially all of its assets and it is not reasonably practicable to substantially replicate the Exchangeable Shares; or (C) certain voting events are proposed that affect the substantial equivalence of Exchangeable Shares and Common Stock.