McEwen Inc. - Regulatory Filings 2019

424B5 1 a2238216z424b5.htm 424B5

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Registration No. 333-224476 Filed pursuant to Rule 424(b)(5)

PROSPECTUS SUPPLEMENT (to Prospectus dated July 6, 2018)

14,193,548 Units, Each Consisting of One Share of Common Stock and One Half of a Warrant to Purchase One Share of Common Stock

1,935,484 Subscription Receipts, Each Relating to One Unit

We are offering 14,193,548 Units (the "Units"), each Unit consisting of one share of our common stock and one-half of a warrant to purchase one share of our common stock. Each warrant will be exercisable immediately and will expire three years from the date of the initial closing of this offering. We are also offering 1,935,484 subscription receipts (the "Subscription Receipts"). Each Subscription Receipt will automatically entitle the holder to receive, without payment of additional consideration, one Unit, upon our receipt of necessary shareholder and New York Stock Exchange (the "NYSE") approvals. We are also offering the shares of our common stock that are issuable from time to time upon exercise of the warrants and the Units that are issuable upon conversion of the Subscription Receipts. Our common stock is listed on both the NYSE and the Toronto Stock Exchange (the "TSX"), both under the symbol "MUX." On March 26, 2019, the last reported sale price of shares of our common stock on the NYSE and the TSX was $1.73 per share and C$2.32 per share, respectively.

Investing in our securities involves risks. See "Risk Factors" beginning on page S-4 of this prospectus supplement and page 4 of the accompanying prospectus to read about risks that you should consider before buying our securities. You should carefully read this prospectus supplement and the accompanying prospectus, together with the documents we incorporate by reference, before you invest in our securities.

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	Per Unit	Per Subscription Receipt	Total
Public offering price	$1.55	$1.55	$25,000,000
Placement fees(1)	$0.093	$0.093	$1,500,000
Proceeds to McEwen Mining Inc. before expenses	$1.457	$1.457	$23,500,000

end of user-specified TAGGED TABLE (1) See "Plan of Distribution" for a description of the compensation payable to the placement agents.

We have engaged Roth Capital Partners and A.G.P./Alliance Global Partners to act as our exclusive placement agents in connection with this offering. The placement agents are not purchasing or selling the securities offered by us, and are not required to sell any specific number or dollar amount of securities, but will use their reasonable best efforts to arrange for the sale of the securities offered. We have agreed to pay the placement agents a placement fee equal to 6% of the aggregate gross proceeds to us from the sale of the securities in the offering. The placement agents may engage one or more sub-agents or selected dealers in connection with this offering.

Certain directors and officers of the Company have agreed to purchase an aggregate of 1,935,484 Subscription Receipts in this offering at the public offering price.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

There is no established trading market for the warrants and we do not expect a market to develop. In addition, we do not intend to list the warrants on any national securities exchange or any other nationally recognized trading system.

We expect that delivery of the shares of common stock being offered pursuant to this prospectus supplement and the accompanying prospectus will be made to purchasers through the facilities of The Depository Trust Company on or about March 29, 2019.

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Placement Agents

Roth Capital Partners

A.G.P.

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BLANK LINE TO FORCE PARA

The date of this prospectus supplement is March 26, 2019.

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We are responsible for the information contained and incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus we prepare or authorize. Neither we nor the placement agents have authorized anyone to provide you with different information, and neither we nor the placement agents take any responsibility for any other information that others may give you. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. The information in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference and any written communication from us specifying the final terms of this offering is only accurate as of the date of the respective documents in which the information appears. Our business, financial condition, results of operations and prospects may have changed since those dates. Information in this prospectus supplement updates and modifies the information in the accompanying prospectus.

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Prospectus Supplement

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ABOUT THIS PROSPECTUS SUPPLEMENT	ii
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS	ii
PROSPECTUS SUPPLEMENT SUMMARY	S-1
RISK FACTORS	S-4
USE OF PROCEEDS	S-7
DIVIDEND HISTORY	S-8
DESCRIPTION OF SECURITIES	S-9
PLAN OF DISTRIBUTION	S-11
LEGAL MATTERS	S-13
EXPERTS	S-13
WHERE YOU CAN FIND MORE INFORMATION	S-13
INCORPORATION OF DOCUMENTS BY REFERENCE	S-13

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Prospectus

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WHERE YOU CAN FIND MORE INFORMATION	2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	2
OUR COMPANY	3
RISK FACTORS	4
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS	4
USE OF PROCEEDS	6
RATIOS OF EARNINGS TO FIXED CHARGES	7
DESCRIPTION OF DEBT SECURITIES	8
DESCRIPTION OF CAPITAL STOCK	12
DESCRIPTION OF WARRANTS	14
DESCRIPTION OF SUBSCRIPTION RIGHTS	15
DESCRIPTION OF SUBSCRIPTION RECEIPTS	17
DESCRIPTION OF UNITS	18
BOOK-ENTRY SECURITIES	19
PLAN OF DISTRIBUTION	21
EXPERTS	24
LEGAL MATTERS	24

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ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 (File No. 333-224476) that we filed with the Securities and Exchange Commission and that became effective on July 6, 2018. Under this shelf registration process, we may, from time to time, offer debt securities, common stock, warrants, subscription rights, subscription receipts and units. This document consists of two parts. The first part is this prospectus supplement, which describes the terms of this offering of Units, Subscription Receipts, common stock and warrants and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement. The second part is the accompanying prospectus dated July 6, 2018, which includes the documents incorporated by reference therein and provides more general information. To the extent the information contained in this prospectus supplement differs or varies from the information contained in the accompanying prospectus or the documents incorporated by reference herein or therein, you should rely on the information in this prospectus supplement. Generally, when we refer to the prospectus, we are referring to this prospectus supplement and the accompanying prospectus combined and the documents incorporated by reference herein and therein. You should read both this prospectus supplement and the accompanying prospectus, together with additional information described under the heading "Where You Can Find More Information."

Unless we have indicated otherwise, or the context otherwise requires, references in this prospectus supplement to "$" or "dollar" are to the lawful currency of the United States. We refer to Canadian dollars as C$. Also, unless otherwise stated, information in this prospectus supplement assumes that no other person will exercise any options or warrants to purchase shares of our common stock, including the warrants offered hereby. You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice. You should consult your own counsel, accountant and other advisors for investment, legal, tax, business, financial and related advice regarding the purchase of our shares of common stock. We are not making any representation to you regarding the legality of an investment in our securities by you under applicable investment or similar laws.

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated herein by reference contain certain references to future expectations and other forward-looking statements and information relating to our financial condition, results of operations and business. These statements include, among others:

These statements may be made expressly in this document or may be incorporated by reference to other documents that we will file with the SEC. You can find many of these statements by looking for words such as "believes", "expects", "anticipates", "estimates", "will", "may", "contemplate", "intend", "could", "plan", "shall", "can" or similar expressions used in this prospectus supplement, the accompanying prospectus and the documents incorporated herein by reference.

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Forward-looking statements and information are 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.

The important factors that could prevent us from achieving our stated goals and objectives include, but are not limited to, those set forth in the "Risk Factors" section in our report on Form 10-K and other filings with the SEC and the following:

We caution you not to put undue reliance on these statements, which speak only as of the date on which they are made. Further, the information contained in this prospectus supplement, the accompanying prospectus or the documents incorporated herein by reference is a statement of our present intention and is based on present facts and assumptions, and may change at any time and without notice, based on changes in such facts or assumptions. Except as required by law, we are not obligated to, and do not intend to, update any forward-looking statements made herein.

iii

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PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information about McEwen Mining Inc. This summary does not contain all of the information that may be important to you in making an investment decision. For a more complete understanding of us, you should read carefully this entire prospectus supplement and the accompanying prospectus, including the "Risk Factors" section, and the other documents we refer to and incorporate by reference. Unless otherwise indicated, "common stock" means our common stock, no par value, offered by this prospectus supplement. As used in this prospectus supplement, unless the context indicates otherwise, the terms "we," "our," "us" and the "Company" refer to McEwen Mining Inc. and its consolidated subsidiaries, and references to "McEwen Mining" refer to McEwen Mining Inc. at its parent company level, excluding its subsidiaries.

Overview

We are engaged in the exploration for, development of, production and sale of gold and silver and exploration for copper.

We operate our business in Argentina, Mexico, Canada and the United States. We own a 49% interest in Minera Santa Cruz S.A., owner of the producing San José silver-gold mine in Santa Cruz, Argentina, which is operated by the joint venture majority owner, Hochschild Mining plc. We also own a 100% interest in the Black Fox gold mine in Ontario, Canada, the El Gallo Project in Sinaloa, Mexico, the Gold Bar Mine in Nevada, the Los Azules copper deposit in San Juan, Argentina, the Fenix silver-gold project in Sinaloa, Mexico, and a portfolio of exploration properties in Argentina, Mexico, Nevada and Canada.

Our objective is to increase the value of our shares of common stock through the exploration and extraction of gold, silver and other valuable minerals. Other than the San José mine in Argentina, we generally conduct our activities as the sole operator, but we may enter into arrangements with other companies through joint venture or similar agreements in an effort to achieve our strategic objectives. We hold our mineral interests and property and operate our business through various subsidiary companies, each of which is owned entirely, directly or indirectly, by us.

Our principal executive office is located at 150 King Street West, Suite 2800, Toronto, Ontario, Canada M5H 1J9 and our telephone number is (866) 441-0690. We also maintain offices in: San Juan, Argentina; Guamuchil, Mexico; Elko, Nevada; and Matheson, Canada. Our website is www.mcewenmining.com . We make available our periodic reports and news releases on our website. Our common stock is listed on the NYSE and on the TSX, both under the symbol "MUX"

The information contained in, or that can be accessed through, our website is not a part of, and is not incorporated into, this prospectus supplement.

Recent Developments

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Suspension of Distribution

We paid a dividend, which is defined as a return of capital since we have accumulated losses and cannot distribute from retained earnings, on our common stock from 2015 through 2018. On March 7, 2019, we announced the suspension of the distribution of $0.005 per share, which would have been paid on March 15, 2019 to shareholders of record on March 8, 2019, in light of operating issues at our Black Fox Mine and with the startup of our Gold Bar Mine. Whether future returns of capital distributions will be declared depends upon our future growth and earnings, of which there can be no assurance, as well as our future cash flow needs.

S-1

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Potential Sale of Mexican Business Unit

As previously disclosed, our Board of Directors has approved the evaluation of the potential sale of our Mexican business unit, including the El Gallo Project and the Fenix Project, as part of our capital allocation strategy, so that the Company can better focus on delivering near-term production growth from our projects in the United States and Canada, and on advancing Los Azules.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Delay at Gold Bar Mine

The commissioning efforts for our Gold Bar Mine in Nevada have been hampered by significant snowfall in the past couple of months and have faced challenges in procuring sufficient manpower due to the competitive labor market in Nevada. As a result of these challenges, we expect commercial production to be declared in the second quarter of 2019.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Challenges at the Black Fox Mine

S-2

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The Offering

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Units offered by us	14,193,548 Units, each Unit consisting of one share of our common stock and one-half of a warrant to purchase one share of our common stock.
Subscription Receipts offered by us	1,935,484 Subscription Receipts. Each Subscription Receipt will automatically entitle the holder to receive, without payment
of additional consideration, one Unit, upon receipt of necessary shareholder and NYSE approvals as described herein. The Subscription Receipts are not transferable. This prospectus supplement also relates to the offering of the Units issuable upon
conversion of the Subscription Receipts.
Warrants offered by us	Each warrant included in the Units will have an exercise price of $2.00 per share of common stock, will be immediately
exercisable and will be exercisable for three years from the date of the initial closing of the offering. This prospectus also relates to the offering of the shares of our common stock issuable upon exercise of the warrants.
Common stock to be outstanding immediately after this offering	364,721,568, assuming full exercise of the warrants.
Use of Proceeds	We estimate that the net proceeds from the sale of the securities that we are offering will be approximately $23,150,000,
after deducting placement fees and estimated offering expenses.
	We intend to use the net proceeds of this offering for advancing our current mining projects and exploration prospects, for
additional operating capital and for general working capital purposes. Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term,
investment-grade, interest-bearing instruments and U.S. government securities. See "Use of Proceeds" on page S-7.
Risk Factors	An investment in our securities involves risks. See "Risk Factors" on page S-4 of this prospectus supplement,
page 4 of the accompanying prospectus and in the documents incorporated by reference herein for a description of certain of the risks you should consider before investing in our securities.
NYSE and TSX symbol	MUX. The warrants and Subscription Receipts will be issued in certificated form and will not be listed or traded on any
national securities exchange or other trading market. The Units will not be issued or certificated.

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The number of shares of common stock that will be outstanding after this offering is based on 344,560,278 shares outstanding as of December 31, 2018. This number excludes 4,272,817 shares of common stock issuable upon the exercise of outstanding options under our Equity Incentive Plan as of December 31, 2018.

S-3

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RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the risks described herein and those described under "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as well as the other information included or incorporated by reference in this prospectus supplement, before making an investment decision. Our business, results of operations, cash flows and financial condition could be materially adversely affected by any of these risks. The market or trading price of our securities could decline due to any of these risks. In addition, please read "Special Note About Forward-Looking Statements" in this prospectus supplement, where we describe additional uncertainties associated with our business and the forward-looking statements included or incorporated by reference in this prospectus supplement. Please note that additional risks not presently known to us or that we currently deem immaterial may also impair our business and operations.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Additional Risks Relating to Our Company

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.

In general, under Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), a corporation that undergoes an "ownership change" is subject to limitations on its ability to utilize its pre-change net operating losses, or NOLs, to offset future taxable income. Our existing NOLs may be subject to limitations arising from previous ownership changes. Future changes in our stock ownership, some of which are outside of our control, could result in an ownership change under Section 382 of the Code and adversely affect our ability to utilize our NOLs in the future. Furthermore, our ability to utilize NOLs of companies that we may acquire in the future may be subject to limitations. There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities. For these reasons, we may not be able to utilize a material portion of the NOLs reflected on our balance sheet, even if we attain profitability in subsequent years.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Our efforts at improving the overall economic performance of the Black Fox Mine may not be successful.

The Black Fox Mine is undergoing significant changes in management, workforce and mining practices, and in 2019 the mine has faced some challenges reaching targeted productivity levels. The Company expects to expend additional funds and management time to mitigate these challenges. However, the Company's efforts may not be sufficient, or, due to various other factors including the market conditions, workforce availability, the relationship and the performance of third party contractors, and the conditions of the mine, such efforts may not prove to be effective. If the Company is unsuccessful in improving the overall performance of the Black Fox Mine, our results of operations may be adversely affected.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Additional Risks Relating to this Offering

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Our management will have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the use of the net proceeds, including for any of the purposes described in the section entitled "Use of Proceeds," and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure of our management to use these funds effectively could have a material adverse effect on our business, cause the market price of our securities to decline and delay exploration or development at any of our

S-4

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mines or exploration projects. Pending our use of the net proceeds from this offering, we intend to invest the net proceeds to advance our current mining projects and exploration prospects, for additional operating capital and for general working capital purposes. These investments may not yield a favorable return to our shareholders.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" We may sell additional equity or debt securities to fund our operations, which may result in dilution to our shareholders and impose restrictions on our business.

In order to raise additional funds to support our operations, we may sell additional equity or debt securities, or enter into credit facilities, which would result in dilution to all of our shareholders or impose restrictive covenants that adversely impact our business. The incurrence of indebtedness would result in increased fixed payment obligations and could also result in restrictive covenants, such as limitations on our ability to incur additional debt and certain operating restrictions that could adversely impact our ability to conduct our business. If we are unable to expand our operations or otherwise capitalize on our business opportunities, our business, financial condition and results of operations could be materially adversely affected.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" A small number of existing shareholders own a significant portion of our common stock, which could limit your ability to influence the outcome of any shareholder vote.

As of February 20, 2019, Mr. McEwen beneficially owned approximately 23% of our outstanding shares, or 79.2 million of the 344.9 million shares of McEwen Mining common stock. Van Eck Associates Corporation beneficially owns 11.9% of our outstanding common stock. Furthermore, certain officers and members of our board, including Mr. McEwen, have agreed to purchase up to an aggregate of 1,935,484 Subscription Receipts. Under our Articles of Incorporation and the laws of the State of Colorado, the vote of the holders of a majority of the shares voting at a meeting at which a quorum is present is generally required to approve most shareholder action. As a result, Mr. McEwen and/or the other beneficial owner will be able to significantly influence the outcome of shareholder votes for the foreseeable future, including votes concerning the election of directors, amendments to our Articles of Incorporation or proposed mergers, acquisitions or other significant corporate transactions. This may prevent or discourage unsolicited acquisition proposals or offers for our common stock that you may feel are in your best interest as one of our shareholders. The interests of these shareholders may not always coincide with your interests or the interests of other shareholders, and they may act in a manner that advances their best interests and not necessarily those of other shareholders, including seeking a premium value for their shares of common stock, which might affect the prevailing market price for our shares of common stock.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" There is currently no public market for the warrants and there is no guarantee that the warrants will be listed on any stock exchange.

There is currently no public market for the warrants and there can be no assurance that an active public market will develop or be sustained after completion of the offering. In the event a public market for the warrants does not develop or cannot be sustained, it is not possible to predict the price at which the warrants will trade in the secondary market or whether such market will be liquid or illiquid. To the extent the warrants are exercised, the number of warrants outstanding will decrease, resulting in diminished liquidity for such remaining outstanding warrants. A decrease in the liquidity of the warrants may cause, in turn, an increase in the volatility associated with the price of the warrants. To the extent that the warrants are or become illiquid, an investor may have to exercise the warrants to realize value.

S-5

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Investors will have no rights as a shareholder with respect to their warrants or Subscription Receipts until they exercise their warrants or convert their Subscription Receipts and acquire our common stock.

Until you acquire common stock upon exercise of your warrants or conversion of your Subscription Receipts, you will have no rights with respect to the common stock underlying such warrants or Subscription Receipts. Upon exercise of your warrants or conversion of your Subscription Receipts, you will be entitled to exercise the rights of a shareholder only as to matters for which the record date occurs after the exercise date or conversion date, as applicable, except as specifically set forth in the warrants.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" The conditions to the conversion of the Subscription Receipts may not be satisfied.

Each Subscription Receipt will automatically entitle the holder to receive, without payment of additional consideration, one Unit, upon receipt of necessary shareholder and NYSE approvals. We will place all proceeds from the sale of Subscription Receipts into escrow during the period until we obtain the necessary approvals. However, we may be unsuccessful in obtaining the necessary approvals, in which case we will not have any obligation to you other than to refund your funds, without penalty.

S-6

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USE OF PROCEEDS

We estimate that the net proceeds from the sale of the securities that we are offering will be approximately $23,150,000, after deducting placement fees and estimated offering expenses.

We intend to use the net proceeds of this offering for advancing our current mining projects and exploration prospects, for additional operating capital and for general working capital purposes.

The expected use of the net proceeds from the sale of the securities offered by this prospectus supplement represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, and as a result, our management will retain broad discretion over the allocation of the net proceeds from this offering. Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.

S-7

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DIVIDEND HISTORY

For calendar year 2016, we paid the first semi-annual return of capital installment of $0.005 per share of common stock on February 12, 2016, and we paid the second installment of $0.005 per share of common stock on August 29, 2016.

For calendar year 2017, we paid the first semi-annual return of capital installment of $0.005 per share of common stock on February 14, 2017. We paid the second semi-annual return of capital installment of $0.005 per share of common stock on August 17, 2017.

For calendar year 2018, we paid the first semi-annual return of capital installment of $0.005 per share of common stock on February 14, 2018. We paid the second semi-annual return of capital installment of $0.005 per share of common stock on September 4, 2018 to holders of record of our common stock on August 27, 2018.

Whether future returns of capital distributions will be declared depends upon our future growth and earnings, of which there can be no assurance, as well as our future cash flow needs and the classification and/or treatment of such distribution for tax purposes.

S-8

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DESCRIPTION OF SECURITIES

We are offering 14,193,548 Units, at a public offering price of $1.55 per Unit. Each Unit will consist of one share of our common stock and one half of a warrant to purchase one share of our common stock. We are also offering 1,935,484 Subscription Receipts, at a public offering price of $1.55 per Subscription Receipt, to our executive officers and directors whose purchase of Units requires approval of our shareholders or approval by the NYSE. Each Subscription Receipt will automatically entitle the holder to receive, without payment of additional consideration, one Unit, upon receipt of the necessary shareholder and NYSE approvals.

Units will not be issued or certificated. The shares of common stock and the warrants included in the Units can only be purchased together in this offering, but the securities contained in the Units will be issued separately and will be immediately separable upon issuance. We are also registering the shares of common stock included in the Units, the shares of common stock issuable from time to time upon exercise of the warrants, and the Units issuable upon the conversion of the Subscription Receipts offered hereby.

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See "Description of Capital Stock" of the accompanying prospectus.

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The following is a brief summary of certain terms and conditions of the warrants being offered by this prospectus supplement. The following description is subject in all respects to the provisions contained in the warrant agreements.

The warrants will be issued as an individual warrant agreement to the investor. The warrants are exercisable at any time after their original issuance and at any time up to three years from the date of the initial closing of this offering. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and by payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise. In the event the registration statement permitting the registered issuance of the warrant shares is not then effective or the prospectus forming a part thereof is not then available, then the holders of the warrants may, in its sole discretion, elect to exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the warrant. No fractional shares of common stock will be issued in connection with the exercise of a warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fair market value of the fractional share, calculated based on the trading price of our common stock.

A holder will not have the right to exercise any portion of the warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, upon election by a holder prior to the issuance of any warrants, 9.99%) of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants. However, any holder may increase or decrease such percentage to any other percentage up to 9.99% upon notice to us, provided that any increase in such percentage shall not be effective until 61 days following notice to us.

The exercise price per whole share of our common stock purchasable upon the exercise of the warrants is $2.00 per share of common stock. The exercise price of the warrants is subject to appropriate adjustment (i) in the event of certain stock dividends and stock splits, stock combinations, reclassifications or similar events affecting our common stock, or (ii) upon any distributions of assets,

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including indebtedness, security, rights or warrants to subscribe for or purchase any security or other assets to our stockholders.

In the event of a fundamental transaction, as described in the warrants and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the warrants will be entitled to receive upon exercise of the warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the warrants immediately prior to such fundamental transaction.

We do not plan on applying to list the warrants on the TSX, NYSE or any other national securities exchange or automated quotation system.

Subject to applicable laws, the warrants may be offered for sale, sold, transferred or assigned without our consent.

Except by virtue of such holder's ownership of shares of our common stock, the holder of a warrant does not have the rights or privileges of a holder of our common stock, including any voting rights, until the holder exercises the warrant, except as specifically set forth in the warrants.

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The following is a brief summary of certain terms and conditions of the Subscription Receipts being offered by this prospectus supplement. The following description is subject in all respects to the provisions contained in the Subscription Receipt agreements.

The Subscription Receipts will be issued as individual Subscription Receipts to the purchasers, which, if any, will consist of certain of our executive officers and directors. Each Subscription Receipt will automatically entitle the holder to receive, without payment of additional consideration, one Unit, upon receipt of necessary shareholder and NYSE approvals. Under Section 303A.08 NYSE Listed Company Manual, we may not sell Units to our employees, directors or other service providers at a price below current fair market value without first obtaining shareholder approval. In order to permit our executive officers and directors to purchase securities in this offering, we are offering the Subscription Receipts to them at the same price as the Units. We intend to seek shareholder approval of the conversion of the Subscription Receipts at our 2019 annual meeting of shareholders.

We will place all proceeds from the sale of Subscription Receipts into escrow during the period until we obtain the necessary approvals. However, we may be unsuccessful in obtaining the necessary approvals, in which case we will not have any obligation to the holders other than to refund their funds, without penalty.

In the event the release conditions set forth in the Subscription Receipt agreements are satisfied, all Subscription Receipts shall be deemed to be converted and surrendered without any further action by the holders and one Unit shall be issued to the holders for each Subscription Receipt held.

The Subscription Receipts will not be transferable. The holder of a Subscription Receipt does not have the rights or privileges of a holder of our common stock, including any voting rights, until the conversion of the Subscription Receipt.

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PLAN OF DISTRIBUTION

We engaged Roth Capital Partners, LLC ("Roth") and A.G.P./Alliance Global Partners ("Alliance" and, collectively, the "placement agents") to act as our exclusive placement agents in the United States to solicit offers to purchase the securities offered by this prospectus supplement. The placement agents are not purchasing or selling any securities, nor are they required to arrange for the purchase and sale of any specific number or dollar amount of securities, other than to use their "best efforts" to arrange for the sale of the securities by us. Therefore, we may not sell the entire amount of securities being offered. We will enter into a securities purchase agreement directly with the institutional investors which purchase our securities in this offering and a subscription receipt agreement with directors and officers who participate in this offering. The placement agents may engage one or more sub-placement agents or selected dealers to assist with the offering.

The securities that are registered on this prospectus supplement and offered hereunder in the United States are also qualified by an MJDS prospectus, as supplemented, filed with the securities regulatory authorities in British Columbia, Alberta, Manitoba and Ontario, and are offered under such MJDS prospectus, as supplemented, in such provinces through Maison Placements Canada Inc. ("Maison") as sub-placement agent. Maison is not registered as a broker-dealer in the United States or any jurisdiction in the United States and, accordingly, Maison will only solicit or accept offers to purchase or sell the securities in Canada and will not, directly or indirectly, solicit offers to purchase or sell the Units or Subscription Receipts in the United States. The placement agents are not registered as an investment dealer in any Canadian jurisdiction and, accordingly, will only solicit offers to purchase or sell the securities in the United States and will not, directly or indirectly, solicit or accept offers to purchase or sell the securities in Canada.

Upon the closing of this offering, we will pay the placement agents a cash transaction fee equal to 6% of the aggregate gross proceeds to us from the sale of the securities in the offering. We will also reimburse Roth for its legal and other expenses in connection with this offering up to $50,000, subject to compliance with FINRA Rule 5110(f)(2)(D)(i).

The following table shows the per Unit, per Subscription Receipt and total placement agent fees we will pay in connection with the sale of the securities in this offering, assuming the purchase of all of the securities we are offering.

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	Per Unit	Per Subscription Receipt	Total
Public offering price	$ 1.55	$ 1.55	$ 25,000,000
Placement fees	$ 0.093	$ 0.093	$ 1,500,000
Proceeds to McEwen Mining Inc. before expenses	$ 1.457	$ 1.457	$ 23,500,000

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We estimate the total offering expenses of this offering that will be payable by us, excluding the placement agent cash fees, will be approximately $350,000. After deducting the placement agent cash fees and our estimated offering expenses, we expect the net proceeds from this offering to be approximately $23,150,000.

We have also agreed to pay Roth a tail fee equal to the cash compensation in this offering if any investor which Roth introduced to us or had discussions with about an investment during the term of its engagement purchases securities from us during the 137 days following the date of Roth's engagement.

We have agreed to indemnify the placement agents against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the placement agents may be required to make with respect to any of these liabilities.

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The placement agents may be deemed to be underwriters within the meaning of Section 2(a)(11) of the Securities Act and any fees received by them and any profit realized on the sale of the securities by them while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. The placement agents will be required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of our securities by the placement agent. Under these rules and regulations, neither placement agent may (i) engage in any stabilization activity in connection with our securities; and (ii) bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until the placement agent has completed its participation in the distribution.

The public offering price of the securities we are offering will be negotiated between us and the investors, in consultation with the placement agents based on the trading of our common stock prior to the offering, among other things, and may be at a discount to the current market price.

Pursuant to the placement agency agreement with the placement agents and individual lock-up agreements, we and certain of our directors and officers, respectively, have agreed to be prevented from selling any shares of our common stock or any other securities convertible into or exercisable or exchangeable into share of common stock, subject to certain exceptions, for a period of 90 days after the date of this prospectus supplement.

Pursuant to the placement agency agreement, we will not, without the prior written consent of Roth, issue, offer, sell, contract to sell, pledge, or otherwise dispose of any other shares of common stock or any securities convertible into, or exercisable or exchangeable for, our common stock, or publicly announce an intention to effect any such transaction, for a period of 90 days after the date of the placement agency agreement, except that we may (i) file a registration statement or prospectus with the SEC in respect of the securities offered hereby and sell the securities to the investors pursuant to the transaction documents, (ii) file certain registration statements on Form S-8, (iii) issue and sell common stock or grant performance shares, stock appreciation rights, options or other equity-based awards pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan in effect on the date hereof, (iv) issue common stock issuable upon the conversion of securities or the exercise of warrants or options outstanding on the date hereof, or (v) issue common stock to a seller in connection with the acquisition by the Company of mineral properties or other entities engaged in the mining business (including, without limitation, pursuant to an option agreement, joint venture or asset purchase), provided that the aggregate number of shares of our common stock issued in connection with such transactions shall not exceed 15% of the number of shares of common stock outstanding as of the closing date for this offering; provided, however, that, except in the circumstance of an unsolicited bid, any such securities issued may not be subsequently disposed of until 90 days after the date of the placement agency agreement by any recipient of such shares who, subsequent to such transaction, beneficially owns more than 1% of the common stock outstanding as of the date of the placement agency agreement.

The placement agents have performed investment banking services for us in the past, for which they have received customary fees and expenses. The placement agents may, from time to time, engage in transactions with or perform services for us in the ordinary course of their business and may continue to receive compensation from us for such services, but we have no present agreements with the placement agents to do so.

Our common stock is quoted on New York Stock Exchange under the symbol "MUX" and listed on the TSX under the symbol "MUX".

The transfer agent and registrar for our common stock is Computershare Trust Company.

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LEGAL MATTERS

The validity of the securities being offered hereby is being passed upon for us by Hogan Lovells US LLP, Denver, Colorado and as to certain Canadian legal matters by Bennett Jones LLP, Toronto, Ontario. Ellenoff Grossman & Schole LLP, New York, New York, will pass upon certain U.S. legal matters for the placement agents and Fasken Martineau DuMoulin LLP will pass upon certain Canadian legal matters for the placement agents.

EXPERTS

The consolidated financial statements of McEwen Mining Inc. appearing in McEwen Mining Inc.'s Annual Report (Form 10-K) for the year ended December 31, 2018, and the effectiveness of McEwen Mining Inc.'s internal control over financial reporting as of December 31, 2018 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a "shelf" registration statement on Form S-3 relating to the securities that are offered by this prospectus supplement. This prospectus supplement together with the accompanying prospectus does not contain all of the information contained in the registration statement and the exhibits to the registration statement. We strongly encourage you to read carefully the registration statement and the exhibits to the registration statement.

Any statement made in this prospectus supplement or the accompanying prospectus concerning the contents of any contract, agreement or other document is only a summary of the actual contract, agreement or other document. If we have filed any contract, agreement or other document as an exhibit to the registration statement, then you should read the exhibit for a more complete understanding of the document or matter involved.

Our SEC filings are available from the SEC's Internet site at http://www.sec.gov , which contains reports, proxy and information statements and other information regarding issuers that file electronically. You may read and copy our SEC filings and other information at the New York Stock Exchange at 20 Broad Street, New York, New York 10005. You may also find our SEC filings under "Investor Relations" on our website at www.mcewenmining.com. Information presented or accessed through our website is not incorporated into, or made a part of, this prospectus supplement or the accompanying prospectus.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement, and information in documents that we file later with the SEC will automatically update and supersede information in this prospectus supplement and the accompanying prospectus. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, other than any portions of the respective filings that were furnished, rather than filed, pursuant to Item 2.02 or Item 7.01 of Current Reports on

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Form 8-K (including exhibits related thereto) or other applicable SEC rules, until this offering of our securities under this registration statement is completed or withdrawn:

We will provide a copy of the documents we incorporate by reference, at no cost, to any person who receives this prospectus supplement. To request a copy of any or all of these documents, you should write or telephone us at:

McEwen Mining Inc. 150 King Street West Suite 2800, P.O. Box 24 Toronto, ON Canada M5H 1J9 Attn: Investor Relations (866)-441-0690

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PROSPECTUS

MCEWEN MINING INC.

$200,000,000

Debt Securities Common Stock Warrants Subscription Rights Subscription Receipts Units

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This prospectus will allow us to offer and sell, from time to time at prices and on terms to be determined at or prior to the time of the offering, up to $200,000,000 of any combination of the securities described in this prospectus, either individually or in units. We may also offer common stock upon conversion of or exchange for debt securities; common stock or debt securities upon the exercise of warrants; or any combination of these securities upon the exercise or exchange of subscription rights or subscription receipts.

This prospectus provides a general description of these securities and the general manner in which these securities may be offered. We will provide the specific terms of any offering in one or more supplements to this prospectus. This prospectus may not be used to offer and sell the securities unless accompanied by a prospectus supplement. A prospectus supplement may add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement, as well as the documents incorporated by reference in this prospectus and in any accompanying prospectus supplement, carefully before you invest in any of these securities.

We may offer these securities in amounts, at prices and on terms determined at the time of offering. The securities may be sold directly to you, through agents, or through underwriters and dealers. If agents, underwriters or dealers are used to sell the securities, we will name them and describe their compensation in a prospectus supplement.

Our common stock is listed on both the New York Stock Exchange (the "NYSE") and the Toronto Stock Exchange (the "TSX"), both under the symbol "MUX." On May 25, 2018, the last reported sale price of our common stock on the NYSE and the TSX was $2.26 per share and C$2.91 per share, respectively.

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Investing in the shares of our common stock involves risks. See "Risk Factors" beginning on page 4 of this prospectus to read about risks that you should consider before buying shares of our common stock. You should carefully read this prospectus, together with the documents we incorporate by reference, before you invest in the shares of our common stock.

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Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

BLANK LINE TO FORCE PARA

This prospectus is dated July 6, 2018.

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WHERE YOU CAN FIND MORE INFORMATION	2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	2
OUR COMPANY	3
RISK FACTORS	4
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS	4
USE OF PROCEEDS	6
RATIOS OF EARNINGS TO FIXED CHARGES	7
DESCRIPTION OF DEBT SECURITIES	8
DESCRIPTION OF CAPITAL STOCK	12
DESCRIPTION OF WARRANTS	14
DESCRIPTION OF SUBSCRIPTION RIGHTS	15
DESCRIPTION OF SUBSCRIPTION RECEIPTS	17
DESCRIPTION OF UNITS	18
BOOK-ENTRY SECURITIES	19
PLAN OF DISTRIBUTION	21
EXPERTS	24
LEGAL MATTERS	24

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC, utilizing a "shelf" registration process. Under this process, McEwen Mining Inc. (which we generally refer to collectively as "we", "us", "McEwen Mining" or the "Company" in this prospectus, as applicable) may, from time to time, offer, sell and issue any of the securities or any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $200,000,000. This prospectus provides you with a general description of the securities we may offer, sell or issue. Each time we offer securities, we will provide a prospectus supplement and attach it to this prospectus. The prospectus supplement will contain specific information about the terms of the securities being offered, sold or issued at that time. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus, any post-effective amendment, and prospectus supplement, together with the information described under the headings, "Where You Can Find More Information" and "Incorporation of Certain Information by Reference," and any additional information you may need to make your investment decision.

This prospectus incorporates documents containing important business and financial information about the Company by reference that are not presented or delivered with this prospectus. Copies of these documents are available without charge, upon written or oral request by a person to whom this prospectus has been delivered. Requests should be made to: McEwen Mining Inc., at 150 King Street West, Suite 2800, P.O. Box 24, Toronto, ON Canada M5H 1J9, (866) 441-0690. To ensure timely delivery of the documents, requests should be made no later than five business days prior to the date on which a final investment decision is to be made.

We are responsible for the information contained and incorporated by reference in this prospectus, any post-effective amendment or any prospectus supplement. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information that others may give you. Readers should assume that the information appearing in this prospectus, any post-effective amendment or any prospectus supplement is accurate only as of the date on its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. We are not making an offer of these securities in any jurisdiction where the offer is not permitted.

Unless we have indicated otherwise, or the context otherwise requires, references in this prospectus to "$" or "dollar" are to the lawful currency of the United States. We refer to Canadian dollars as C$.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy materials we have filed with the SEC at the SEC's public reference room at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of its public reference room. Our SEC filings also are available to the public on the SEC's Internet site at www.sec.gov. In addition, we maintain an Internet website that contains information about us, including our SEC filings, at www.mcewenmining.com. The information contained on our website does not constitute a part of this prospectus.

This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the indenture and other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement at the SEC's Public Reference Room in Washington, D.C. or through the SEC's website, as provided above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to "incorporate by reference" in this prospectus certain information we file with the SEC, which means that we may disclose important information in this prospectus by referring you to the document that contains the information. The information incorporated by reference is considered to be a part of this prospectus, and the information we file later with the SEC will automatically update and supersede the information filed earlier. We incorporate by reference the documents listed below and any filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of the registration statement that contains this prospectus and prior to the effectiveness of the registration statement and all such documents that we file with the SEC after the date of this prospectus and before the termination of the offering of the securities covered by this prospectus; provided, however, that we are not incorporating by reference any additional documents or information furnished and not filed with the SEC:

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You may obtain copies of any of these filings by contacting us at the address and telephone number indicated below or by contacting the SEC as described above. You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as an exhibit in this prospectus, at no cost, by writing or telephoning to:

McEwen Mining Inc. 150 King Street West Suite 2800, P.O. Box 24 Toronto, ON Canada M5H 1J9 Attn: Investor Relations (866)-441-0690

Readers should rely only on the information provided or incorporated by reference in this prospectus or in any applicable supplement to this prospectus. Readers should not assume that the information in this prospectus, any post-effective amendment and any applicable supplement is accurate as of any date other than the date on the front cover of the document.

OUR COMPANY

This summary below highlights selected information about our company. This summary is not complete and does not contain all of the information that may be important to you. For a more complete understanding of us, you should read carefully this entire prospectus, including the "Risk Factors" section and the other documents we refer to and incorporate by reference. In particular, we incorporate important business and financial information in this prospectus by reference.

We were organized under the laws of the State of Colorado on July 24, 1979. We are engaged in the exploration for, development of, production and sale of gold and silver and, with the acquisition of the Los Azules project in 2012, exploration for copper. On January 24, 2012, we changed the name of the Company from U.S. Gold Corporation to McEwen Mining Inc. after the completion of the acquisition of Minera Andes Inc. by way of a statutory plan of arrangement under the laws of the Province of Alberta, Canada.

We operate in Argentina, Mexico, Canada and the United States. We own a 49% interest in Minera Santa Cruz S.A. ("MSC"), owner of the producing San José silver-gold mine in Santa Cruz, Argentina, which is operated by the joint venture majority owner, Hochschild Mining plc. We also own and operate the El Gallo 1 mine in Sinaloa, Mexico and the Black Fox mine in Ontario, Canada. In addition, we own the Los Azules copper deposit in San Juan, Argentina, the El Gallo 2 project in Sinaloa, Mexico, the Gold Bar project in Nevada in the United States, and a portfolio of exploration properties in Argentina, Mexico, Nevada and Timmins, Ontario in Canada.

On October 6, 2017, we acquired certain assets and liabilities from Primero Mining Corp., a British Columbia corporation ("Primero"). The assets we acquired from Primero (collectively, the "Assets") include the Black Fox Complex, an operating underground precious metal mine, associated mining claims and equipment located in the Township of Black River-Matheson, Ontario, Canada and the Grey Fox and Froome projects, exploration properties located near the Black Fox Complex. All of the Black Fox Complex, the Grey Fox and Froome projects are located in the historic Timmins mining district in Ontario where we already owned a number of exploration properties. We paid a purchase price of $27.5 million for the Assets, including the replacement of certain cash collateral securing reclamation obligations and the assumption of certain liabilities, including accounts payable and environmental liabilities.

Our objective is to increase the value of our shares through the exploration and extraction of gold, silver and other valuable minerals. Other than the San José mine in Argentina, we generally conduct

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our exploration activities as the sole operator, but we may enter into arrangements with other companies through joint venture or similar agreements in an effort to achieve our strategic objectives. We hold our mineral interests and property and operate our business through various subsidiary companies, and except for MSC, each of which is owned entirely, directly or indirectly, by us.

Our principal executive office is located at 150 King Street West, Suite 2800, P.O. Box 24, Toronto, Ontario, Canada M5H 1J9 and our telephone number is (866) 441-0690. We also maintain offices in San Juan, Argentina; Guamuchil, Mexico; Elko and Reno, Nevada. Our website is www.mcewenmining.com. We make available our periodic reports and news releases on our website. Our common stock is listed on both the NYSE and the TSX under the symbol "MUX".

The information contained in, or that can be accessed through, our website is not a part of, and is not incorporated into, this prospectus, and you should not consider it part of this prospectus or part of any prospectus supplement.

RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the risk factors incorporated by reference to our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in the applicable prospectus supplement before acquiring any of such securities. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

This prospectus, any accompanying prospectus supplement and the documents incorporated herein by reference contain or will contain certain references to future expectations and other forward-looking statements and information relating to our financial condition, results of operations and business. These statements include, among others:

These statements may be made expressly in this document or may be incorporated by reference to other documents that we will file with the SEC. You can find many of these statements by looking for words such as "believes", "expects", "anticipates", "estimates", "will", "may", "contemplate", "intend", "could", "plan", "shall", "can" or similar expressions used in this prospectus, any accompanying prospectus supplement and the documents incorporated herein by reference.

Forward-looking statements and information are 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, not all of which are known to us. There can be no assurance that such statements and information will prove to be accurate.

ZEQ.=3,SEQ=23,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=1024662,FOLIO='4',FILE='DISK133:[19ZAU2.19ZAU45502]BI45502A.;6',USER='CHE109860',CD='25-MAR-2019;08:02'

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Therefore, actual results and future events could differ materially from those anticipated in such statements and information.

We caution you not to put undue reliance on these statements, which speak only as of the date on which it is made. Further, the information contained in this prospectus, any accompanying prospectus supplement or the documents incorporated herein by reference is a statement of our present intention and is based on present facts and assumptions, and may change at any time and without notice, based on changes in such facts or assumptions. Except as required by law, we are not obligated to, and do not undertake to, update any forward-looking statements made herein.

ZEQ.=4,SEQ=24,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=368654,FOLIO='5',FILE='DISK133:[19ZAU2.19ZAU45502]BI45502A.;6',USER='CHE109860',CD='25-MAR-2019;08:02'

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USE OF PROCEEDS

Unless we specify otherwise in a prospectus supplement, we intend to use the net proceeds from sales of securities by us for general corporate purposes. If net proceeds from a specific offering will be used to repay indebtedness, the applicable prospectus supplement will describe the relevant terms of the debt to be repaid.

ZEQ.=5,SEQ=25,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=752391,FOLIO='6',FILE='DISK133:[19ZAU2.19ZAU45502]BI45502A.;6',USER='CHE109860',CD='25-MAR-2019;08:02'

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RATIOS OF EARNINGS TO FIXED CHARGES

We did not have any fixed charges during four of the five fiscal years ended December 31, 2017 or the quarter ended March 31, 2018. We have provided the coverage deficiency amounts for those periods in which the ratios of earnings to fixed charges indicate less than one-to-one coverage. You should read these figures in connection with our consolidated financial statements, including the notes to those statements, incorporated by reference in this prospectus.

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Three Months Ended March 31, 2018
		2017		2016	2015		2014		2013
(in thousands)		(in thousands)
Ratio of earnings to fixed charges(1)					202x
Deficiency of earnings available to cover fixed charges	(6,349	)	(26,003	)		(45,010	)	(419,113	)	(201,107	)

end of user-specified TAGGED TABLE COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="LEFT"

(1) Ratio of earnings to fixed charges means the ratio of income (loss) before income taxes and fixed charges to fixed charges, where fixed charges are the interest on indebtedness, amortization of debt expense and estimated interest factor for rentals.

For the periods presented above, we did not issue any preferred stock.

ZEQ.=6,SEQ=26,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=741362,FOLIO='7',FILE='DISK133:[19ZAU2.19ZAU45502]BI45502A.;6',USER='CHE109860',CD='25-MAR-2019;08:02' THIS IS THE END OF A COMPOSITION COMPONENT

DESCRIPTION OF DEBT SECURITIES

As specified in any prospectus supplement, the debt securities will be issued by us and will be our direct obligations. Such obligations may be secured or unsecured, and may be senior, senior subordinated or subordinated indebtedness.

The debt securities will be issued under one or more separate indentures between us and a designated trustee. Any indenture or supplemental indenture will be subject to, and governed by, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The statements made in this prospectus relating to any indentures and the debt securities to be issued under the indenture(s) or supplemental indenture(s) are summaries of certain anticipated provisions of the indentures or supplemental indentures and are not complete. We will file a copy of the indentures or supplemental indentures with the SEC at or before the time of the offering of the applicable series of debt securities. You should refer to those indenture(s) or supplemental indenture(s) for the complete terms of the debt securities.

The applicable prospectus supplement will describe the specific terms of the debt securities offered through that prospectus supplement, as well as any general terms described in this section that will not apply to those debt securities. To the extent any prospectus supplement relating to an offering is inconsistent with this prospectus, the terms of that prospectus supplement will supersede the information in this prospectus.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" General

We may issue debt securities that rank "senior," "senior subordinated" or "subordinated." The debt securities referred to as "senior securities" will be our direct obligations and will rank equally and ratably in right of payment with our other indebtedness that is not subordinated. We may issue debt securities that will be subordinated in right of payment to the prior payment in full of senior indebtedness, as defined in the applicable prospectus supplement, and may rank equally and ratably with any other senior subordinated notes and any other senior subordinated indebtedness. We refer to these as "senior subordinated securities." We may also issue debt securities that may be subordinated in right of payment to the senior subordinated securities. These would be "subordinated securities."

We may issue the debt securities under this prospectus, in one or more series, in each case as we may establish in one or more supplemental indenture(s). We need not issue all debt securities of one series at the same time. Unless we otherwise provide, we may reopen a series, without the consent of the holders of such series, for issuances of additional securities of that series.

We anticipate that any indenture will provide that we may, but need not, designate more than one trustee under an indenture, each with respect to one or more series of debt securities. Any trustee under any indenture may resign or be removed with respect to one or more series of debt securities, and we may appoint a successor trustee to act with respect to that series subject to the terms of the indenture.

The applicable prospectus supplement will describe the specific terms relating to the series of debt securities we will offer, including, where applicable, the following:

ZEQ.=1,SEQ=27,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=462855,FOLIO='8',FILE='DISK133:[19ZAU2.19ZAU45502]DO45502A.;5',USER='CHE109860',CD='25-MAR-2019;08:02'

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ZEQ.=2,SEQ=28,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=861313,FOLIO='9',FILE='DISK133:[19ZAU2.19ZAU45502]DO45502A.;5',USER='CHE109860',CD='25-MAR-2019;08:02'

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We may issue debt securities at less than the principal amount payable upon maturity. We refer to these securities as "original issue discount securities." If material or applicable, we will describe in the applicable prospectus supplement special U.S. Federal income tax, accounting and other considerations applicable to original issue discount securities.

Except as may be set forth in any prospectus supplement relating to the debt securities, an indenture will not contain any other provisions that would limit our ability to incur indebtedness or that would afford holders of the debt securities protection in the event of a highly leveraged or similar transaction involving us or in the event of a change of control. You should review carefully the applicable prospectus supplement for information with respect to events of default and covenants applicable to the debt securities being offered.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Denominations, Interest, Registration and Transfer

Unless otherwise described in the applicable prospectus supplement, we will issue the debt securities of any series that are registered securities in denominations that are even multiples of $1,000, other than global securities, which may be of any denomination.

Unless otherwise specified in the applicable prospectus supplement, we will pay the interest, principal and any premium at the corporate trust office of the trustee. At our option, however, we may make payment of interest by check mailed to the address of the person entitled to the payment as it appears in the applicable register or by wire transfer of funds to that person at an account maintained within the United States.

If we do not punctually pay or duly provide for interest on any interest payment date, the defaulted interest will be paid either:

You may exchange or transfer debt securities at the office of the applicable trustee. The trustee acts as our agent for registering debt securities in the names of holders and transferring debt securities.

ZEQ.=3,SEQ=29,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=498775,FOLIO='10',FILE='DISK133:[19ZAU2.19ZAU45502]DO45502A.;5',USER='CHE109860',CD='25-MAR-2019;08:02'

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We may change this appointment to another entity or perform it itself. The entity performing the role of maintaining the list of registered holders is called the "registrar." It will also perform transfers.

You will not be required to pay a service charge to transfer or exchange debt securities, but you may be required to pay for any tax or other governmental charge associated with the exchange or transfer. The security registrar will make the transfer or exchange only if it is satisfied with your proof of ownership.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Global Securities

If so set forth in the applicable prospectus supplement, we may issue the debt securities of a series in whole or in part in the form of one or more global securities that will be deposited with a depository identified in the prospectus supplement. We may issue global securities in either registered or bearer form and in either temporary or permanent form. The specific terms of the depository arrangement with respect to any series of debt securities will be described in the prospectus supplement.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Governing Law

We anticipate that the indenture(s) and supplemental indenture(s) will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.

ZEQ.=4,SEQ=30,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=314033,FOLIO='11',FILE='DISK133:[19ZAU2.19ZAU45502]DO45502A.;5',USER='CHE109860',CD='25-MAR-2019;08:02' THIS IS THE END OF A COMPOSITION COMPONENT

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DESCRIPTION OF CAPITAL STOCK

Our authorized capital consists of 500,000,000 shares of common stock, no par value, and two shares of preferred stock, no par value. As of May 22, 2018, there were a total of 337,086,060 shares of our common stock issued and outstanding, and no shares of preferred stock issued and outstanding.

The following discussion summarizes the rights and privileges of our outstanding capital stock and certain securities that may be convertible into our capital stock and is qualified by reference to the relevant provisions of the laws of the State of Colorado and our Amended and Restated Articles of Incorporation (our "Articles of Incorporation") and Bylaws which have been filed with the SEC and are incorporated by reference into the registration statement of which this prospectus is a part.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Common Stock

The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders, including the election of directors. Cumulative voting for directors is not permitted. Subject to preferences that may be applicable to any then outstanding preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared by our board of directors out of legally available funds. Upon our liquidation, dissolution or winding up, the holders of common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities of our Company, subject to the prior rights of any preferred stock then outstanding. Holders of common stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking funds provisions applicable to the common stock. There are no restrictions on the alienability of our common stock and there are no provisions discriminating against any existing or prospective holder of our common stock as a result of such holder owning a substantial amount of the Company's securities. We refer you to the "Anti-Takeover Provisions" subsection below for information regarding provisions that would delay, defer or prevent a change in control of our Company.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Preferred Stock

We are authorized to issue two shares of preferred stock, no par value per share.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Anti-Takeover Provisions

Our Articles of Incorporation and our Bylaws include certain provisions that could delay, defer or prevent a change in control of our Company. Among other things, our Articles of Incorporation and Bylaws:

Moreover, pursuant to the laws of the State of Colorado, certain significant transactions would require the affirmative vote of a majority of the shares eligible to vote at a meeting of shareholders, which requirement could result in delays to or greater cost associated with a change in control of McEwen Mining.

ZEQ.=1,SEQ=31,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=387240,FOLIO='12',FILE='DISK133:[19ZAU2.19ZAU45502]DQ45502A.;5',USER='CHE109860',CD='25-MAR-2019;08:02'

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Exchange Listings

Our common stock is listed on the NYSE and on the TSX, each under the symbol "MUX."

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Transfer Agent

Computershare Trust Company, N.A. is the transfer agent for our common stock. The principal office of Computershare Trust Company, N.A. is located at 250 Royall Street, Canton, MA, 02021 and its telephone number is (303) 262-0600.

ZEQ.=2,SEQ=32,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=269994,FOLIO='13',FILE='DISK133:[19ZAU2.19ZAU45502]DQ45502A.;5',USER='CHE109860',CD='25-MAR-2019;08:02'

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DESCRIPTION OF WARRANTS

The Company may offer by means of this prospectus warrants for the purchase of its debt securities or common stock, which we refer to as debt warrants and warrants, respectively. The Company may issue warrants separately or together with any other securities offered by means of this prospectus, and the warrants may be attached to or separate from such securities. Each series of warrants may be issued under a separate warrant agreement (each a "Warrant Agreement") to be entered into between the Company and a warrant agent specified therein. The warrant agent will act solely as an agent of the Company in connection with the warrants of such series and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.

The applicable prospectus supplement will describe the following terms, where applicable, of the warrants in respect of which this prospectus is being delivered:

ZEQ.=3,SEQ=33,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=501207,FOLIO='14',FILE='DISK133:[19ZAU2.19ZAU45502]DQ45502A.;5',USER='CHE109860',CD='25-MAR-2019;08:02'

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DESCRIPTION OF SUBSCRIPTION RIGHTS

The Company may issue or distribute subscription rights to its shareholders to purchase shares of common stock, debt warrants, warrants, or other securities. Each series of subscription rights may be issued independently or together with any other security offered hereby and may or may not be transferrable by the shareholder receiving the subscription rights in such offering. In connection with any offering of subscription rights, the Company may enter into a standby underwriting, backstop or other arrangement with one or more underwriters or other persons pursuant to which the underwriters or other persons would purchase any securities remaining unsubscribed for after such subscription rights offering. Each series of subscription rights will be issued under a separate subscription rights agreement to be entered into between the Company and a bank or trust company, as subscription rights agent, all as set forth in the prospectus supplement relating to the particular issue of subscription rights. The subscription rights agent will act solely as an agent of the Company in connection with the certificates relating to the subscription rights of such series and will not assume any obligation or relationship of agency or trust for or with any holders of subscription rights certificates or beneficial owners of subscription rights. The applicable prospectus supplement relating to any subscription rights the Company offers, if any, will, to the extent applicable, describe the terms of the subscription rights to be issued, including some or all of the following:

Each subscription right will entitle the holder of subscription rights to purchase for cash the principal amount of shares of our common stock, debt warrants, warrants or other securities at the exercise price provided in the applicable prospectus supplement. Subscription rights may be exercised at any time up to the close of business on the expiration date for the subscription rights provided in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised subscription rights will be void and of no further force and effect.

Holders may exercise subscription rights as described in the applicable prospectus supplement. Upon receipt of payment and the subscription rights certificate properly completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus

ZEQ.=4,SEQ=34,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=570035,FOLIO='15',FILE='DISK133:[19ZAU2.19ZAU45502]DQ45502A.;5',USER='CHE109860',CD='25-MAR-2019;08:02'

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supplement, we will, as soon as practicable, forward the shares of common stock, the debt warrants or warrants, or other securities purchasable upon exercise of the subscription rights. If less than all of the subscription rights issued in any rights offering are exercised, we may offer any unsubscribed shares of common stock, debt warrants or warrants or other securities directly to persons, which may be to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements, as described in the applicable prospectus supplement.

These summaries are not complete. When we issue or distribute subscription rights, we will provide the specific terms of the rights in a prospectus supplement. To the extent the information contained in the prospectus supplement differs from this summary description, you should rely on the information in the prospectus supplement. The description in the applicable prospectus supplement of any subscription rights the Company offers or distributes will not necessarily be complete and will be qualified in its entirety by reference to the applicable subscription rights certificate, which will be filed with the SEC if the Company offers subscription rights. The subscription rights agreement and the subscription rights certificates relating to each series of subscription rights will be filed with the SEC and incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.

ZEQ.=5,SEQ=35,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=467255,FOLIO='16',FILE='DISK133:[19ZAU2.19ZAU45502]DQ45502A.;5',USER='CHE109860',CD='25-MAR-2019;08:02' THIS IS THE END OF A COMPOSITION COMPONENT

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DESCRIPTION OF SUBSCRIPTION RECEIPTS

The Company may issue subscription receipts that may be exchanged for debt securities, common stock, debt warrants or warrants, which may be offered separately or together with any other securities offered by means of this prospectus, as the case may be, all as set forth in the prospectus supplement relating to the particular issue of subscription receipts. Each series of subscription receipts will be issued under a separate subscription receipts agreement or indenture to be entered into between the Company and a transfer agent, as subscription receipts agent, all as set forth in the prospectus supplement relating to the particular issue of subscription receipts. The subscription receipts agent will act solely as an agent of the Company in connection with the certificates relating to the subscription receipts of such series and will not assume any obligation or relationship of agency or trust for or with any holders of subscription receipts certificates or beneficial owners of subscription receipts. The subscription receipts agreement or indenture and the subscription receipts certificates relating to each series of subscription receipts will be filed with the SEC and incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.

The applicable prospectus supplement will describe the terms of the subscription receipts to be issued, including the following:

ZEQ.=1,SEQ=36,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=576503,FOLIO='17',FILE='DISK133:[19ZAU2.19ZAU45502]DS45502A.;4',USER='CHE109860',CD='25-MAR-2019;08:03'

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DESCRIPTION OF UNITS

The Company may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. The Company may evidence each series of units by unit certificates that it will issue under a separate agreement. The Company may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that the Company selects. The Company will indicate the name and address of the unit agent in the applicable prospectus supplement relating to a particular series of units.

The following description, together with the additional information included in any applicable prospectus supplement, summarizes the general features of the units that the Company may offer under this prospectus. You should read any prospectus supplement and any free writing prospectus that the Company may authorize to be provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific unit agreements will contain additional important terms and provisions and the Company will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report that the Company files with the SEC, the form of each unit agreement relating to units offered under this prospectus.

If the Company offers any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without limitation, the following, as applicable:

ZEQ.=2,SEQ=37,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=221241,FOLIO='18',FILE='DISK133:[19ZAU2.19ZAU45502]DS45502A.;4',USER='CHE109860',CD='25-MAR-2019;08:03'

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BOOK-ENTRY SECURITIES

The securities offered by means of this prospectus may be issued in whole or in part in book-entry form, which means that beneficial owners of the securities will not receive certificates, notes representing the debt securities, warrants, subscription rights or subscription receipts representing their ownership interests in the securities, except in the event the book-entry system for the securities is discontinued. Securities issued in book-entry form will be evidenced by one or more global securities that will be deposited with, or on behalf of, a depository identified in the applicable prospectus supplement relating to the securities. Unless and until it is exchanged in whole or in part for the individual securities represented thereby, a global security may not be transferred except as a whole by the depository for the global security to a nominee of such depository or by a nominee of such depository to such depository or another nominee of such depository or by the depository or any nominee of such depository to a successor depository or a nominee of such successor. Global securities may be issued in either registered or bearer form and in either temporary or permanent form. The specific terms of the depository arrangement with respect to a class or series of securities that differ from the terms described here will be described in the applicable prospectus supplement.

Unless otherwise indicated in the applicable prospectus supplement, the Company anticipates that the following provisions will apply to depository arrangements.

Upon the issuance of a global security, the depository for the global security or its nominee will credit on its book-entry registration and transfer system the respective principal amounts of the individual securities represented by such global security to the accounts of persons that have accounts with such depository, who are called "participants." Such accounts shall be designated by the underwriters, dealers or agents with respect to the securities or by the Company if the securities are offered and sold directly by the Company. Ownership of beneficial interests in a global security will be limited to the depository's participants or persons that may hold interests through such participants. Ownership of beneficial interests in the global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the applicable depository or its nominee (with respect to beneficial interests of participants) and records of the participants (with respect to beneficial interests of persons who hold through participants). The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and laws may impair the ability to own, pledge or transfer beneficial interest in a global security.

So long as the depository for a global security or its nominee is the registered owner of such global security, such depository or nominee, as the case may be, will be considered the sole owner or holder of the securities represented by such global security for all purposes under the indenture or other instrument defining the rights of a holder of the securities. Except as provided below or in the applicable prospectus supplement, owners of beneficial interests in a global security will not be entitled to have any of the individual securities of the series represented by such global security registered in their names, will not receive or be entitled to receive physical delivery of any such securities in definitive form and will not be considered the owners or holders thereof under the indenture or other instrument defining the rights of the holders of the securities.

Payments of amounts payable with respect to individual securities represented by a global security registered in the name of a depository or its nominee will be made to the depository or its nominee, as the case may be, as the registered owner of the global security representing such securities. None of the Company, its officers and directors or any trustee, paying agent or security registrar for an individual series of securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global security for such securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

The Company expects that the depository for a series of securities offered by means of this prospectus or its nominee, upon receipt of any payment of principal, premium, interest, dividend or

ZEQ.=3,SEQ=38,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=157893,FOLIO='19',FILE='DISK133:[19ZAU2.19ZAU45502]DS45502A.;4',USER='CHE109860',CD='25-MAR-2019;08:03'

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other amount in respect of a permanent global security representing any of such securities, will immediately credit its participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global security for such securities as shown on the records of such depository or its nominee. The Company also expects that payments by participants to owners of beneficial interests in such global security held through such participants will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers in bearer form or registered in "street name." Such payments will be the responsibility of such participants.

If a depository for a series of securities at any time is unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days, the Company will issue individual securities of such series in exchange for the global security representing such series of securities. In addition, the Company, at any time and in its sole discretion, but subject to any limitations described in the applicable prospectus supplement relating to such securities, may determine not to have any securities of such series represented by one or more global securities and, in such event, will issue individual securities of such series in exchange for the global security or securities representing such series of securities.

ZEQ.=4,SEQ=39,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=74080,FOLIO='20',FILE='DISK133:[19ZAU2.19ZAU45502]DS45502A.;4',USER='CHE109860',CD='25-MAR-2019;08:03'

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PLAN OF DISTRIBUTION

The Company may sell securities offered by means of this prospectus in and outside the United States (1) to or through underwriters or dealers, (2) directly to purchasers, (3) through agents, (4) in a rights offering, (5) as a dividend or distribution to our existing shareholders or other securityholders, (6) through a combination of any of these methods, or (7) through any other method permitted by applicable law and described in a prospectus supplement. The prospectus supplement relating to the offered securities will set forth the terms of the offering, including:

We may use one or more underwriters in the sale of the offered securities, in which case the offered securities will be acquired by the underwriter or underwriters for their own account and may be resold from time to time in one or more transactions either:

The Company may directly solicit offers to purchase our securities and may sell such securities directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale thereof. The Company will describe the terms of direct sales in the prospectus supplement.

Agents designated by the Company may solicit offers to purchase the securities from time to time. The prospectus supplement will name any such agent involved in the offer or sale of the securities and will set forth any commissions payable by us to such agent. Unless otherwise indicated in such prospectus supplement, any such agent will be acting on a reasonable best efforts basis for the period of its appointment. Any such agent may be deemed to be an underwriter of the securities so offered and sold.

If the Company utilizes an underwriter in the sale of the securities offered by this prospectus, the Company will execute an underwriting agreement with the underwriter or underwriters at the time of sale. We will provide the name of any underwriter in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with a sale of securities offered by means of this prospectus, underwriters may be deemed to have received compensation from the Company in the form of underwriting discounts or commissions and may also receive commissions from

ZEQ.=5,SEQ=40,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=53848,FOLIO='21',FILE='DISK133:[19ZAU2.19ZAU45502]DS45502A.;4',USER='CHE109860',CD='25-MAR-2019;08:03'

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purchasers of securities for whom they may act as agent. Underwriters may sell securities offered by means of this prospectus to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agent. Any underwriting compensation paid by the Company to underwriters or agents in connection with the offering of securities offered by means of this prospectus, and any discounts, concessions or commissions allowed by underwriters to participating dealers, will be set forth in the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of the offered securities may be deemed to be underwriters, and any discounts or commissions received by them and any profit realized by them upon the resale of the offered securities may be deemed to be underwriting discounts and commissions, under the Securities Act.

Underwriters, dealers and agents may be entitled, under agreements that may be entered into with the Company, to indemnification against certain civil liabilities, including liabilities under the Securities Act, or to any contribution with respect to payments which they may be required to make in respect thereof and may engage in transactions with, or perform services for, us in the ordinary course of business.

If the Company uses delayed delivery contracts, the Company will, directly or through agents, underwriters or dealers, disclose that it is using them in the prospectus supplement and state when it will demand payment and delivery of the securities under the delayed delivery contracts. The Company may further agree to adjustments before a public offering to the underwriters' purchase price for the securities based on changes in the market value of the securities. The prospectus supplement relating to any such public offering will contain information on the number of securities to be sold, the manner of sale or other distribution, and other material facts relating to the public offering. These delayed delivery contracts will be subject only to the conditions that the Company sets forth in the prospectus supplement.

To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than the Company sold to them. In these circumstances, these persons would cover such over-allotments or short positions by exercising their over-allotment option, if any, or making purchases in the open market. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.

The Company may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In addition, the Company may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement. In addition, the Company may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.

ZEQ.=6,SEQ=41,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=589083,FOLIO='22',FILE='DISK133:[19ZAU2.19ZAU45502]DS45502A.;4',USER='CHE109860',CD='25-MAR-2019;08:03'

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Other than the common stock, all securities offered by this prospectus will be a new issue of securities with no established trading market. Any underwriter to whom securities are sold by us for public offering and sale may make a market in such securities, but such underwriters may not be obligated to do so and may discontinue any market making at any time without notice. The securities may or may not be listed on a national securities exchange or a foreign securities exchange, except for the common stock which is currently listed and traded on the NYSE and the TSX. Any common stock sold by this prospectus will be listed for trading on the NYSE and the TSX subject to official notices of issuance. The Company cannot give you any assurance as to the liquidity of the trading markets for any securities.

Agents, underwriters and dealers may be customers of, engage in transactions with, or perform services for, us and our subsidiaries in the ordinary course of business.

ZEQ.=7,SEQ=42,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=529441,FOLIO='23',FILE='DISK133:[19ZAU2.19ZAU45502]DS45502A.;4',USER='CHE109860',CD='25-MAR-2019;08:03'

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EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements as of December 31, 2017 and December 31, 2016 and for the years then ended, included in our annual report on Form 10-K for the year ended December 31, 2017, and the effectiveness of our internal control over financial reporting as of December 31, 2017, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Such financial statements are incorporated by reference in reliance upon Ernst & Young LLP's reports, given on their authority as experts in accounting and auditing.

The consolidated financial statements of McEwen Mining Inc. and its subsidiaries for the year ended December 31, 2015, comprising the consolidated statements of operations and comprehensive income (loss), changes in shareholders' equity and cash flows for the year ended December 31, 2015, and the audited carve-out financial statements of the Black Fox Complex as of and for the year ended December 31, 2016, have been audited by KPMG LLP as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Such financial statements are incorporated by reference in reliance upon KPMG LLP's reports given on their authority as experts in accounting and auditing.

The financial statements of Minera Santa Cruz S.A. appearing in McEwen Mining Inc.'s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2017 have been audited by Pistrelli, Henry Martin y Asociados S.R.L., member of Ernst & Young Global, independent auditors, as set forth in their report thereon, included therein, and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Estimates of reserves for Minera Santa Cruz S.A. have been incorporated by reference in this prospectus in reliance upon the report of P&E Mining Consultants Inc. Such estimates and related information have been so included in reliance upon the authority of P&E Mining Consultants Inc. as experts in such matters.

LEGAL MATTERS

The legality of the issuance of the securities being offered hereby and the binding nature of any debt securities, warrants, subscription rights and subscription receipts being offered hereby is being passed upon by Hogan Lovells US LLP, Denver, Colorado. In connection with particular offerings of securities in the future, the legal validity of the securities will be passed upon for us by underwriters, dealers or agents, and counsel named in the applicable prospectus supplement.

ZEQ.=8,SEQ=43,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=281245,FOLIO='24',FILE='DISK133:[19ZAU2.19ZAU45502]DS45502A.;4',USER='CHE109860',CD='25-MAR-2019;08:03' THIS IS THE END OF A COMPOSITION COMPONENT

14,193,548 Units, Each Consisting of One Share of Common Stock and One Half of a Warrant to Purchase One Share of Common Stock

1,935,484 Subscription Receipts, Each Relating to One Unit

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PROSPECTUS SUPPLEMENT

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Placement Agents

Roth Capital Partners

A.G.P.

March 26, 2019

BLANK LINE TO FORCE PARA

ZEQ.=1,SEQ=44,EFW="2238216",CP="MCEWEN MINING INC",DN="1",CHK=1023469,FOLIO='blank',FILE='DISK131:[19ZAU1.19ZAU45501]HO45501A.;19',USER='CHE109576',CD='26-MAR-2019;22:43' THIS IS THE END OF A COMPOSITION COMPONENT TOCEXISTFLAG

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McEwen Inc. Regulatory Filings 2019

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McEwen Inc. — Regulatory Filings 2019

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