McEwen agrees to $55M Ontario property sale

The US$50 million share portion is priced using Discovery’s five-day VWAP and is subject to a statutory four-month-and-one-day hold period.

Rhea-AI Filing Summary

McEwen Inc. (MUX), through wholly owned subsidiaries Lexam VG Gold Inc. and VG Holdings Inc., agreed to sell Fuller, Lexam’s 60% interest in Paymaster and a surface-rights-only parcel in Timmins, Ontario, to Dome Mine Ltd. for US$55 million: US$5 million in cash and US$50 million in Discovery Mining Ltd. common shares. Closing is expected after customary conditions, including TSX approval of the share issuance. The number of Discovery shares will be based on the five-day volume-weighted average share price ending two business days before closing; the US-dollar share consideration will be converted to Canadian dollars using the Bank of Canada daily exchange rate then in effect. The shares issued to McEwen will be subject to a statutory four-month-and-one-day hold period.

Separately, McEwen received US$13.5 million in cash for assigning its pre-existing loan receivable from McEwen Copper Inc. to new third-party lenders, and McEwen Copper’s incentive share purchase warrants previously issued to McEwen were cancelled. The company says the two transactions should provide approximately US$68.5 million of additional capital for growth capex and other development expenses. McEwen plans to invest across its operations and development projects toward its goal of producing 250,000–300,000 gold equivalent ounces annually by 2030 with minimal to no share dilution.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Total sale consideration: US$55 million Cash sale consideration: US$5 million Discovery common shares: US$50 million +4 more

7 metrics

Total sale consideration US$55 million Agreed consideration for the asset sale

Cash sale consideration US$5 million Cash component of the asset sale consideration

Discovery common shares US$50 million Share component of the asset sale consideration

Cash received from loan receivable assignment US$13.5 million Received by McEwen for assigning its pre-existing loan receivable

Additional capital Approximately US$68.5 million Expected from the asset sale and loan receivable assignment

Paymaster interest sold 60% Lexam VG Gold Inc.’s interest in the property

Annual production goal 250,000–300,000 gold equivalent ounces McEwen’s goal for 2030

Key Terms

volume-weighted average share price, statutory four-month-and-one-day hold period, pre-existing loan receivable, growth capex, +1 more

5 terms

volume-weighted average share price financial

"five-day volume-weighted average share price of the Discovery Shares"

Volume-weighted average share price (VWAP) is the average price a stock trades at over a given period, where each trade’s price is weighted by how many shares changed hands; bigger trades count more than smaller ones. Investors use it as a benchmark to judge whether a trade executed at a good price and to spot short-term market direction—think of it like a weighted classroom average where students with more credits influence the final grade more.

statutory four-month-and-one-day hold period regulatory

"subject to a statutory four-month-and-one-day hold period"

pre-existing loan receivable financial

"assignment of its pre-existing loan receivable"

growth capex financial

"additional capital for growth capex and other development expenses"

Growth capex is money a company spends on new assets—like factories, equipment, software or networks—specifically to increase future sales, capacity or market reach rather than to maintain existing operations. Investors watch it because high growth capex can signal a company is investing in future revenue and competitive position, but it also uses cash today and can lower short‑term profits, much like planting trees that take time to bear fruit.

gold equivalent ounces technical

"producing 250,000–300,000 gold equivalent ounces annually by 2030"

Gold equivalent ounces express the combined output or reserves of a mine by converting other metals (like silver, copper or zinc) into the amount of gold they would be worth at current market prices, so everything is shown as a single “gold” number. For investors this provides a common yardstick to compare production, value and growth across projects that produce multiple metals—like converting several currencies into one familiar money unit.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is MUX receiving for the Fuller and Paymaster sale?

The agreed consideration is US$55 million, comprising US$5 million in cash and US$50 million in Discovery Mining Ltd. common shares.

Which assets is MUX selling to Dome?

The sale includes the Fuller property, Lexam VG Gold Inc.’s 60% interest in the Paymaster property, and a surface-rights-only parcel, all located in Timmins, Ontario. The properties are held by McEwen’s wholly owned subsidiaries.

How will the Discovery shares in MUX’s asset sale be priced?

The number of shares will be based on Discovery shares’ five-day volume-weighted average share price on the TSX, ending two business days before closing. The US-dollar share consideration will be converted to Canadian dollars at the Bank of Canada daily exchange rate in effect on that date.

What restriction applies to the Discovery shares MUX receives?

The Discovery shares issued to McEwen will be subject to a statutory four-month-and-one-day hold period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):        October 9, 2026

McEWEN INC.

(Exact name of registrant as specified in its charter)

Colorado		001-33190		84-0796160
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

150 King Street West, Suite 2800 Toronto, Ontario, Canada	M5H 1J9
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number including area code:       (866) 441-0690

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

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

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		MUX		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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

Item 7.01 Regulation FD Disclosure.

On October 9, 2026, McEwen Inc. (the “Company”) announced that it and its wholly-owned subsidiaries Lexam VG Gold Inc. (“Lexam”) and VG Holdings Inc. (“VG” and, collectively with Lexam, the “McEwen Subsidiaries”) have entered into a definitive asset purchase and sale agreement with Dome Mine Ltd. (“Dome”), a wholly-owned subsidiary of Discovery Mining Ltd., pursuant to which the McEwen Subsidiaries have agreed to sell to Dome all of their respective right, title and interest in and to (i) the Fuller property located in Timmins, Ontario, which is wholly owned by Lexam, (ii) Lexam's 60% interest in the Paymaster property located in Timmins, Ontario, which Lexam holds in joint venture with Dome, and (iii) a surface rights only parcel located in Timmins, Ontario, which is wholly owned by VG, for total consideration of $55 million, consisting of $5 million in cash and $50 million in Discovery Mining Ltd. common shares. The Company also announced that it received $13.5 million in cash from the assignment of its pre-existing loan receivable from McEwen Copper Inc. to new third-party lenders.

A copy of the press release is furnished with this report as Exhibit 99.1. Investors and other interested parties are encouraged to read in its entirety the press release because it contains important information not otherwise described herein.

The information furnished under this Item 7.01, including the referenced exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.

Item 9.01    Financial Statements and Exhibits.

(d)          Exhibits. The following exhibits are furnished or filed with this report, as applicable:

Exhibit No.		Description
99.1		Press Release, dated October 9, 2026
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

Cautionary Statement

With the exception of historical matters, the press release contains certain forward-looking statements and information, including "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements and information expressed, as of the date of the press release, are estimates, forecasts, projections, expectations, or beliefs as to future events and results. Forward-looking statements and information are necessarily 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. Risks and uncertainties that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking statements and information include, but are not limited to, fluctuations in the market price of precious and base metals, mining industry risks, political, economic, social and security risks associated with foreign operations, the ability of the Company to receive or receive in a timely manner permits or other approvals required in connection with operations, risks associated with the construction of mining operations and commencement of production and the projected costs thereof, risks related to litigation, the state of the capital markets, environmental risks and hazards, uncertainty as to calculation of mineral resources and reserves, foreign exchange volatility, foreign exchange controls, foreign currency risk, and other risks. Readers should not place undue reliance on forward-looking statements or information included in the press release, which speak only as of the date thereof. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. See the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and other filings with the Securities and Exchange Commission, under the caption "Risk Factors", for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information regarding the Company. All forward-looking statements and information made in the press release are qualified by this cautionary statement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	McEWEN INC.
Date: October 13, 2026	By:	/s/ Carmen Diges
		Carmen Diges, General Counsel

Exhibit 99.1

McEwen Signs US$55 Million Agreement to Sell Fuller and Paymaster

Divests US$13.5M McEwen Copper Debt to Further Enhance Liquidity

TORONTO, ONTARIO, October 9, 2026 – McEwen Inc. (NYSE/TSX: MUX) (“McEwen” or the “Company”) announces that it and its wholly-owned subsidiaries Lexam VG Gold Inc. ("Lexam") and VG Holdings Inc. ("VG" and collectively with Lexam, the "McEwen Subsidiaries") have entered into a definitive asset purchase and sale agreement (the "APA") with Dome Mine Ltd. ("Dome"), a wholly-owned subsidiary of Discovery Mining Ltd. (“Discovery”), pursuant to which the McEwen Subsidiaries have agreed to sell to Dome all of the right, title and interest in and to (i) the Fuller property located in Timmins, Ontario, which is wholly owned by Lexam, (ii) Lexam's 60% interest in the Paymaster property located in Timmins, Ontario, which Lexam holds in joint venture with Dome, and (iii) a surface rights only parcel located in Timmins, Ontario, which is wholly owned by VG, for total consideration of US$55 million (the "Purchase Price").

The transaction will monetize non-core assets and provide McEwen with US$55 million of additional capital, which the Company plans to invest across its operations and development projects to support its goal of producing 250,000–300,000 gold equivalent ounces (“GEOs”) annually by 2030 with minimal to no share dilution.

Fuller and Paymaster Properties

The Fuller and Paymaster properties are part of McEwen’s broader Fox Complex land position in the Timmins mining district. Fuller covers approximately 210 hectares and Paymaster approximately 179 hectares. Upon closing, Discovery will acquire McEwen’s full interest in both assets and consolidate 100% ownership of the Paymaster joint venture. At the Fox Complex, McEwen’s operations and development will remain centered on Froome, Stock and Grey Fox, as previously outlined in the Company’s growth strategy.

Transaction Terms

Under the terms of the APA, the Purchase Price shall be comprised of (i) US$5.0 million payable in cash and (ii) US$50.0 million payable in common shares in the capital of Discovery ("Discovery Shares"). The number of Discovery Shares to be issued will be determined based on the five-day volume-weighted average share price of the Discovery Shares on the TSX ending two business days before the closing date. For purposes of determining the number of Discovery Shares issuable, the US dollar-denominated share consideration will be converted into Canadian dollars at the Bank of Canada daily exchange rate in effect on such date. The Discovery Shares issued to the Company will be subject to a statutory four-month-and-one-day hold period.

The transaction is expected to close following satisfaction of customary closing conditions, including TSX approval for the issuance of the Discovery shares.

McEwen Inc. Page 1

Advancing McEwen’s Growth Strategy

McEwen’s growth strategy is focused on expanding production from its existing asset base, lowering costs and increasing cash flow, while avoiding share dilution. The Fox Complex is entering a new phase of production growth, with the Stock Mine expected to enter production in Q4 2026 and commercial production in Q1 2027. Construction at El Gallo in Mexico began in September 2026 and production is targeted for H2 2027. Surface work and equipment purchases are also planned at Grey Fox, Tartan and the Gold Bar Complex as the Company advances its stated growth objectives.

Enhancing Liquidity

In addition to the gross proceeds of US$55 million expected from the transaction, the Company has also received US$13.5 million in connection with the closing of the US$240 million McEwen Copper term loan announced on August 27^th, 2026. McEwen Inc. assigned its pre-existing loan receivable of US$13.5 million to new third-party lenders for cash consideration and the incentive share purchase warrants previously issued to the Company by McEwen Copper were cancelled. In aggregate, these two transactions should provide approximately US$68.5 million of additional capital for growth capex and other development expenses.

ABOUT MCEWEN

McEwen shares trade on both the NYSE and TSX under the ticker MUX.

McEwen provides its shareholders with exposure to a growing base of gold and silver production in addition to a very large copper development project, all in the Americas. The gold and silver mines are in prolific mineral-rich regions of the world: the Cortez Trend in Nevada, USA, the Timmins district of Ontario and Flin Flon in Manitoba, Canada, and the Deseado Massif in Santa Cruz province, Argentina. McEwen is also reactivating its El Gallo gold and silver mine in Mexico.

The Company has a 46.3% interest in McEwen Copper, which owns the large, long-life, advanced-stage Los Azules copper development project in San Juan province, Argentina – a region that hosts some of the country’s largest copper deposits. Based on McEwen Copper’s last financing in October 2024, the implied value of McEwen’s ownership interest was US$456 million. Since then, the value of Los Azules has improved for three important reasons: 1) The copper price is 50% higher, 2) The Company has completed a Feasibility Study using a US$4.35/lb copper price and 3) Los Azules received approval under Argentina’s Large Investment Regime (RIGI), which significantly improves the economics of the project. Los Azules is a shovel-ready project designed to be one of the world’s first regenerative copper mines and carbon neutral by 2038.

McEwen also owns a 1.25% NSR on Los Azules. Based on the 2025 Feasibility Study and using a recent copper spot price of US$6.50/lb, McEwen’s royalty is projected to generate approximately US$584 million from the initial case and US$860 million from the potential Nuton extension, for a combined undiscounted pre-tax royalty cash flow of approximately US$1.4 billion.

McEwen has a 27% interest in Paragon Advanced Labs Inc., a public company that is deploying PhotonAssay™ units around the world, a technology that the Company believes is poised to become the new industry standard for assaying precious and base metals, with Paragon aiming to be one of the leading service providers.

Chairman and Chief Owner Rob McEwen has invested over US$290 million personally and takes a salary of $1 per year, aligning his interests with shareholders. He is a recipient of the Order of Canada, a member of the Canadian Mining Hall of Fame and a winner of the EY Entrepreneur of the Year (Energy) award. His objective is to build MUX’s profitability and share value, as he did while building Goldcorp Inc.

McEwen Inc. Page 2

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

The forward-looking statements and information expressed are as at the date of this news release and are McEwen Inc.'s (the "Company") estimates, forecasts, projections, expectations or beliefs as to future events and results. Forward-looking statements and information are necessarily 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. Forward-looking statements in this news release include, but are not limited to, statements regarding: the expected completion of the transaction and timing thereof; acceptance of the issuance of the Discovery Shares by the TSX; the anticipated use of proceeds from the transaction; the Company’s production targets of 250,000–300,000 gold equivalent ounces annually by 2030; and the Company’s ability to achieve its growth strategy with minimal to no share dilution. Risks and uncertainties that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking statements and information include, but are not limited to: the inability to complete the transaction contemplated by the APA on the expected timeline or at all; the inability to obtain acceptance of the issuance of the Discovery Shares by the TSX; the inability to satisfy or waive all conditions to completion of the transaction contemplated by the APA; fluctuations in the trading price of Discovery Shares on the TSX; fluctuations in the currency exchange rate of the United States dollar and the Canadian dollar; fluctuations in the market price of precious and base metals; mining industry risks; political, economic, social and security risks associated with foreign operations; the ability of the Company to receive or receive in a timely manner permits or other approvals required in connection with operations; risks associated with the construction of mining operations and commencement of production and the projected costs thereof; risks related to litigation; the state of the capital markets; environmental risks and hazards; uncertainty as to calculation of mineral resources and reserves; foreign exchange volatility; foreign exchange controls; foreign currency risk; and other risks. Readers should not place undue reliance on forward-looking statements or information included herein, which speak only as of the date hereof. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. See McEwen Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and other filings with the Securities and Exchange Commission and Canadian securities regulators, under the caption "Risk Factors", for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information regarding the Company. All forward-looking statements and information made in this news release are qualified by this cautionary statement.

The NYSE and TSX have not reviewed and do not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by the management of McEwen.

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McEwen Inc. Page 3

	WEB SITE		SOCIAL MEDIA
	www.mcewenmining.com		McEwen	Facebook:	facebook.com/mceweninc
				LinkedIn:	linkedin.com/company/mceweninc
	CONTACT INFORMATION			X:	X.com/mceweninc
	150 King Street West			Instagram:	instagram.com/mceweninc
	Suite 2800, PO Box 24
	Toronto, ON, Canada		McEwen Copper	Facebook:	facebook.com/mcewencopper
	M5H 1J9			LinkedIn:	linkedin.com/company/mcewencopper
				X:	X.com/mcewencopper
	Investor Relations			Instagram:	instagram.com/mcewencopper
	(866)-441-0690 - Toll free line
	(647)-258-0395		Rob McEwen	Facebook:	facebook.com/mcewenrob
	Mihaela Iancu ext. 2006			LinkedIn:	linkedin.com/in/robert-mcewen-646ab24
	info@mcewenmining.com			X:	X.com/robmcewenmux

McEwen Inc. Page 4

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 39.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB