false
0000314203
0000314203
2026-01-06
2026-01-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): |
January 6, 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. ¨
On January 6, 2026, McEwen Inc. (the “Company”)
announced the closing of the previously announced business combination with Canadian Gold Corp. (“Canadian Gold”) by way of
a statutory plan of arrangement (the “Arrangement”) following the approval of shareholders of Canadian Gold on December 5,
2025 and a final order by the British Columbia Supreme Court on December 10, 2025 approving the Arrangement, as amended by a further
order in accordance with the Amendment (as defined below). The Company also announced its entry into an amendment to the Arrangement agreement
(the “Amendment”) to require the approval by shareholders in advance of the issuance of any shares of the Company’s
common stock to Mr. Robert McEwen, the Company’s Chairman and CEO, in exchange for the Canadian Gold shares held by him to
ensure compliance with applicable requirements of the New York Stock Exchange. The Amendment is expected to be filed by the Company with
the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to its next annual report on Form 10-K, as contemplated
by applicable rules of the SEC. Investors and other interested parties are encouraged to read in its entirety the Amendment
when it becomes available because it may contain other important information not otherwise described herein.
A copy of the press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K (the “Current Report”) and is incorporated by reference into this Item 8.01. Investors
and other interested parties are encouraged to read in its entirety the press release because it contains important information
not otherwise described herein.
| 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 January 6, 2026 (filed herewith) |
| 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, this
Current Report and the accompanying 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 this Current Report and the accompanying 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 this Current Report and the accompanying press release, which speak only as of the date hereof
and 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, 2024, 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 this Current Report and the accompanying 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: January 8, 2026 |
By: |
/s/ Carmen Diges |
| |
|
Carmen Diges, General Counsel |
