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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 30, 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 7.01 Regulation
FD Disclosure.
On November 3, 2025, McEwen Inc. (the
“Company”) issued a press release announcing that it had entered into a Share Exchange Agreement (the “Exchange
Agreement”) with Britannia Life Sciences Inc., a Canadian corporation (the “Seller”), and Britannia Mining
Solutions Inc., a Canadian corporation (“Britannia Mining”). A copy of the Press Release is furnished with this Current
Report on Form 8-K (this “Current Report”) as Exhibit 99.1 and is incorporated herein by reference.
Item. 8.01 Other Events.
On October 30, 2025, the Company entered into
the Exchange Agreement. Pursuant to the
Exchange Agreement, the Seller has agreed to sell to the Company 648,002 common shares of Britannia Mining (the “Purchased
Shares”) in exchange for such number of shares of the Company’s common stock (the “Payment Shares”) as is
equal in the aggregate to CAD$11,340,035 divided by the volume-weighted average closing sales price per share of the Company’s
common stock, as reported on the New York Stock Exchange, in U.S. dollars for the 20 consecutive trading days immediately prior to
closing date, converted to Canadian dollars based on the exchange rate posted by the Bank of Canada on the business day immediately
prior to the closing date. The Payment Shares will be issued in reliance upon the exemptions provided by Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Securities Act”), Rule 506 of Regulation D promulgated under the Securities
Act, and Regulation S promulgated under the Securities Act. The Company is relying upon representations, warranties, certifications
and agreements of the Seller in support of the satisfaction of the conditions contained in the foregoing exemptions.
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 November 3, 2025 |
| 104 |
|
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
Cautionary Statement
This
Current Report and accompanying press release contain certain forward-looking statements and information, within the meaning of
applicable Canadian securities legislation and the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking
statements and information expressed, as of the date of the Current Report, 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, the risk that Argentina’s Large Investment
Incentive Regime may be curtailed, extinguished or amended, 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, the risk that the transaction contemplated by the Exchange Agreement may not be completed on a timely basis, if at all,
the risk that conditions to the consummation of the transaction contemplated by the Exchange Agreement may not be satisfied, the risk
that the transaction contemplated by the Exchange Agreement may involve unexpected costs, liabilities or delays, the possible occurrence
of an event, change or other circumstance that could result in termination of the transaction contemplated by the Exchange Agreement,
and other risks. Readers should not place undue reliance on forward-looking statements or information included in this Current Report
and the press release, 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 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 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: November 10, 2025 |
By: |
/s/ Carmen Diges |
| |
|
Carmen Diges, General Counsel |
