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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): |
July 27, 2025 |
|
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 1.01. Entry into a Material Definitive Agreement.
On June 27, 2025, McEwen Inc. (the “Company”)
entered into a binding letter of intent (the “Letter of Intent”) with Canadian Gold Corp., a corporation incorporated under
the laws of the province of British Columbia, Canada (“CGC”), regarding the proposed acquisition by the Company (the “Proposed
Acquisition”) of all of the issued and outstanding common shares of CGC, including all common shares issuable upon the exercise
of all outstanding options and warrants (the “CGC Shares”), in exchange for shares of the Company’s common stock (the
“MUX Shares”). Pursuant to the terms of the Proposed Transaction, each CGC Share would entitle its holder to receive 0.0225
of a MUX Share, subject to adjustment as detailed in the Letter of Intent.
It is anticipated that the Proposed Acquisition
will proceed by way of a court-approved plan of arrangement of CGC under the Business Corporations Act (British Columbia). The Letter
of Intent provides for an exclusivity period of 90 days following the execution of the Letter of Intent (the “Exclusivity Period”),
which Exclusivity Period shall be extended upon the written agreement of the Company and CGC for an additional thirty (30) days in the
event the parties are continuing to negotiate the definitive agreements (the “Definitive Agreements”). In the event the Definitive
Agreements are executed, the closing of the Proposed Acquisition will be subject to a number of conditions, including the receipt of a
favorable opinion as to the fairness of the consideration from a financial perspective along with customary regulatory, third party, court
and shareholder approvals.
The Letter of Intent was approved by the
board of directors of the Company based on the recommendation of its special committee of independent and disinterested directors.
Each of Messrs. Rob McEwen, who owns approximately 32.5% of CGC, and Ian Ball, who serves as a consultant for CGC and served as
its interim Chief Executive Officer from April 2023 to October 2023, recognizing their respective conflicts of
interest as directors of the Company and as shareholders/interested parties in CGC, abstained from voting on the approval of the
Proposed Transaction by the Company’s Board of Directors. Similarly, Messrs. Alexander McEwen and Jim Downey acknowledged
their conflicts of interest, as they were appointed to the CGC Board of Directors by Rob McEwen. In consideration of services provided by Mr. Ball in connection with the formation and operation of a company affiliated
with Rob McEwen that was previously acquired by CGC in 2023, Mr. McEwen has agreed to share a portion of the proceeds he will
receive in the sale with Mr. Ball. Additionally, Mr. Ball currently serves as a consultant for CGC and served as interim Chief
Executive Officer of CGC from April 2023 to October 2023. The foregoing description of the Letter of Intent and the Proposed
Acquisition is qualified in its entirety by reference to the full text of the Letter of Intent, a copy of which is attached as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July 28, 2025, the Company issued a press
release announcing that it had entered into the Letter of Intent. A copy of the Press Release is furnished with this Current Report on
Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and
Exhibits.
| (d) | Exhibits. The following exhibits are furnished or filed
with this report, as applicable: |
| Exhibit No. |
|
Description |
| 10.1 |
|
Letter of Intent |
| 99.1 |
|
Press Release, dated July 28, 2025 |
| 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
matters discussed in the press release include forward-looking statements within the meaning of applicable securities laws that
involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained therein.
Such forward-looking statements include, among others, the expected benefits of the Proposed Acquisition, and projected synergies,
future opportunities, and any other statements regarding the Company’s and CGC’s future expectations, beliefs, plans, objectives,
results of operations, financial condition and cash flows, or future events or performance. Factors that could cause actual results to
differ materially from projections or estimates include, among others, uncertainties as to the timing to consummate the Proposed Acquisition,
the risk that CGC’s stockholders may not approve the Proposed Acquisition, the effects of disruption to the Company’s or CGC’s
respective businesses and changing economic, regulatory (federal and state) and political environments in the jurisdictions in which the
Company and CGC operate. Most of these factors are beyond the Company’s ability to predict or control. The Company disclaims any
obligation to update any forward-looking statement made in this Current Report on Form 8-K, the Letter of Intent or the press release,
whether as a result of new information, future events, or otherwise. Readers are cautioned not to put undue reliance on forward-looking
statements.
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: July 31, 2025 |
By: |
/s/ Carmen Diges |
| |
|
Carmen Diges, General Counsel |
