McEwen Inc. — Director's Dealing 2012

Feb 8, 2012

SEC Form 4/A — Form 4/A

Issuer: McEwen Mining Inc. (MUX)
CIK: 0000314203
Period of Report: 2012-02-01

Reporting Person: AMBROSE ALLEN V (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Exchangeable Shares	$	S	71200	Disposed		Common Stock (71200)	Direct

Footnotes

F1: The exchangeable shares are convertible into common stock of McEwen Mining Inc. (the "Company") on a one-for-one basis at any time.

F2: 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 McEwen Mining-Minera Andes Acquisition Corp. ("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.

F3: This Amendment is being filed to delete the sale of 57 exchangeable shares erroneously reported in the subject report.