McEwen 8-K 仅为补交 10月9日已公布的 Fuller/Paymaster 5500万美元资产出售新闻稿，无新增信息

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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

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EX-99.1
2
tm2627520d1_ex99-1.htm
EXHIBIT 99.1
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.
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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.
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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.
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MEDIA
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McEwen
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facebook.com/mceweninc
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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.
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