8-K

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):  May 28, 2015

McEWEN MINING INC.

(Exact name of registrant as specified in its charter)

Colorado	001-33190	84-0796160
(State or other jurisdiction of incorporation or organization)	(Commission FileNumber)	(I.R.S. EmployerIdentification 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

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:

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

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

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

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 28, 2015, at the annual meeting of the shareholders of McEwen Mining Inc. (the “Company”), the Company’s shareholders approved the Amended and Restated McEwen Mining Inc. Equity Incentive Plan (the “Equity Incentive Plan”), which had previously been approved by the Company’s Board of Directors. The Equity Incentive Plan became effective as of May 28, 2015.

For a description of the Equity Incentive Plan, please see Proposal 3 in the Company’s definitive proxy statement for its 2015 annual meeting, filed with the Securities and Exchange Commission on April 17, 2015.  The Equity Incentive Plan was attached as Annex A to the definitive proxy statement, is filed as Exhibit 4.1 to this report, and is incorporated herein by reference.

Item 5.07.  Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders on May 28, 2015.  Of the 300,530,174 shares outstanding and entitled to vote at the meeting, including exchangeable shares not held by the Company or its affiliates, 199,911,416 shares were voted, or 66.5% of the outstanding shares entitled to vote.

At the annual meeting, the shareholders elected the eight individuals nominated to be directors, approved on an advisory basis the compensation of the named executive officers as described in the proxy statement, approved the Equity Incentive Plan, and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015.

Election results for the directors nominated at the meeting are as follows:

	Shares Voted
Name of Nominee	For	Withheld	Broker Non-Votes
Robert R. McEwen	126,443,250	793,759	72,654,941
Allen V. Ambrose	125,228,239	2,008,769	72,654,942
Michele L. Ashby	126,413,700	823,308	72,654,942
Leanne M. Baker	126,360,887	876,121	72,654,942
Richard W. Brissenden	104,942,587	22,294,421	72,654,942
Gregory P. Fauquier	126,045,078	1,191,930	72,654,942
Donald R.M. Quick	126,438,212	798,796	72,654,942
Michael L. Stein	126,437,109	799,900	72,654,941

Election results for the advisory vote on executive compensation are as follows:

For	Against	Abstain	Broker Non-Votes
124,218,713	2,262,518	755,698	72,655,021

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Election results for approval of the Equity Incentive Plan are as follows:

For	Against	Abstain	Broker Non-Votes
122,231,482	4,456,313	549,139	72,655,016

Election results for the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2015 are as follows:

For	Against	Abstain	Broker Non-Votes
198,629,202	871,374	391,374	0

Item 7.01Regulation FD Disclosure.

On May 29, 2015, the Company issued a press release announcing results of its annual meeting. A copy of the press release is attached to this report as Exhibit 99.1. In addition, a copy of the PowerPoint slides presented at the meeting is attached to this report as Exhibit 99.2. A video of the 2015 annual meeting will be available for viewing on June 2, 2015, at:

http://www.mcewenmining.com/Media-Events/Media/default.aspx

The information furnished under this Item 7.01, including the exhibits, 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 9.01Financial Statements and Exhibits.

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

4.1Amended and Restated McEwen Mining Inc. Equity Incentive Plan.

99.1Press release dated May 29, 2015.

99.2Annual Meeting Presentation Slides.

Cautionary Statement

With the exception of historical matters, the matters discussed in the presentation slides and the video 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, statements regarding future exploration, development and production activities. Factors that could cause actual results to differ materially from projections or estimates include, among others, metal prices, economic and market conditions, operating costs, receipt of permits, receipt of working capital and future drilling results, as well as other factors described in our Annual Report on Form 10-K for the year ended December 31, 2014, and other filings with the United States Securities and Exchange Commission (“SEC”). 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 the exhibits, whether as a result of new

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information, future events, or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	McEWEN MINING INC.
Date: May 29, 2015	By:	/s/ Perry Y. Ing
		Perry Y. Ing,
		Vice President and Chief Financial Officer

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Exhibit Index

The following is a list of the Exhibits filed or furnished herewith.

Exhibit
Number	Description of Exhibit
4.1	Amended and Restated McEwen Mining Inc. Equity Incentive Plan.
99.1	Press release dated May 29, 2015.
99.2	Annual Meeting Presentation Slides.

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EX-4.1

Exhibit 4.1

AMENDED AND RESTATED

MCEWEN MINING INC. EQUITY INCENTIVE PLAN

ARTICLE I

INTRODUCTION

1.1Establishment.  McEwen Mining Inc., a Colorado corporation formerly known as US Gold Corporation (the “Company”), established the US Gold Corporation Non-Qualified Stock Option and Stock Grant Plan (as the same is hereby amended, the “Plan”), now known as the Amended and Restated McEwen Mining Inc. Equity Incentive Plan, effective March 17, 1989, for certain employees of the Company (as defined in subsection 2.1(f)), directors and certain consultants to the Company. The Plan permitted the grant of non-qualified stock options and other stock grants to certain key employees of the Company, to certain directors and to certain consultants to the Company.

1.2Purposes.  The purposes of the Plan are to provide those who are selected for participation in the Plan with added incentives to continue in the long-term service of the Company and to create in such persons a more direct interest in the future success of the operations of the Company by relating incentive compensation to increases in shareholder value, so that the remuneration of those participating in the Plan is more closely aligned with the value of the Company’s stock. The Plan is also designed to provide a financial incentive that will help the Company attract, retain and motivate the most qualified employees and consultants.

1.3Effective Date; Amendment and Restatement.  The initial effective date of the Plan was March 17, 1989. On October 3, 2005, the Board (as defined in subsection 2.1(d)) authorized an amendment to the Plan to increase the number of shares reserved under the Plan from 3.5 million to 5 million; the amendment was approved by the Company’s shareholders on November 15, 2005. The Plan was further amended and restated, effective October 19, 2006, to increase the number of shares reserved under the Plan from 5 million to 9 million, to specify the maximum number of shares that may be subject to options granted to an individual in a calendar year, to provide for the grant of Incentive Options (as defined in subsection 2.1(n)), to provide for the grant of Restricted Stock Awards (as defined in subsection 2.1(v)), to provide for termination of the Plan on October 19, 2016, and to change the name of the Plan. The Plan was further amended and restated, effective October 4, 2011, to increase the number of shares reserved under the Plan to 13.5 million, to prohibit option repricing without shareholder approval, to provide for a fungible share pool, to prohibit net share counting, and to provide for termination of the Plan on October 4, 2021. The Plan is further amended and restated, effective March 27, 2015, to increase the number of shares reserved under the Plan to 17,500,000, to provide for an automatic extension of an option’s expiration date if such expiration falls during a Company blackout period, to provide for termination of the Plan on March 26, 2025, and to change the name of the Plan.

ARTICLE II

DEFINITIONS

2.1Definitions.  The following terms shall have the meanings set forth below:

(a) “Affiliated Corporation” means any corporation or other entity that is affiliated with the Company through stock ownership or otherwise and is designated as an “Affiliated Corporation” by the Board; provided, however, that for purposes of Incentive Options granted pursuant to the Plan, an “Affiliated Corporation” means any parent or subsidiary of the Company as defined in Section 424 of the Code.

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(b) “Award” means an Option, grant of a Restricted Stock Award pursuant to ARTICLE VII, grant of Stock pursuant to ARTICLE IX or other issuances of Stock hereunder.

(c) “Blackout Period” means a period of time imposed either by Company policy or by the Chief Executive Officer, Chief Financial Officer or Corporate Secretary of the Company during which certain persons, due to potential access to material, non-public information, may not trade in any securities of the Company.

(d) “Board” means the Board of Directors of McEwen Mining Inc., a Colorado corporation.

(e) “Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.

(f) “Committee” means a committee consisting of members of the Board who are empowered hereunder to take actions in the administration of the Plan. If applicable, the Committee shall be so constituted at all times as to permit the Plan to comply with Rule 16b-3 or any successor rule promulgated under the Exchange Act. Except as provided in Section 3.2, the Committee shall select Participants from Eligible Directors, Eligible Employees and Eligible Consultants of the Company and shall determine the awards to be made pursuant to the Plan and the terms and conditions thereof.

(g) “Company” means McEwen Mining Inc., a Colorado corporation, and the Affiliated Corporations.

(h) “Disabled” or “Disability” shall have the meaning given to such terms in Section 22(e)(3) of the Code.

(i) “Effective Date” means the original effective date of the Plan, March 17, 1989.

(j) “Eligible Consultants” means those consultants and advisors to the Company who are determined, by the Committee, to be individuals whose services are important to the Company and who are eligible to receive Awards, other than Incentive Options, under the Plan.

(k) “Eligible Directors” means those members of the Board who are determined by the Board to be individuals whose services are important to the Company and who are eligible to receive Awards under the Plan. Eligible Directors who are not also Eligible Employees may not receive Incentive Options.

(l) “Eligible Employees” means those employees (including, without limitation, officers and directors who are also employees) of the Company or any subsidiary or division thereof, upon whose judgment, initiative and efforts the Company is, or will become, largely dependent for the successful conduct of its business. For purposes of the Plan, an employee is any individual who provides services to the Company or any subsidiary or division thereof as a common law employee and whose remuneration is subject to the withholding of federal income tax pursuant to Section 3401 of the Code or other applicable non-U.S. law.

(m) “Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

(n) “Fair Market Value” means, as of a given date, (i) the closing price of a Share on the principal stock exchange on which Shares are then trading, if any (or as reported on any composite index that includes such principal exchange) on such date, or if Shares were not traded on such date, then on the next preceding date on which a trade occurred; or (ii) if the Stock is not traded on an exchange but is quoted on the OTC Bulletin Board or a successor quotation system, the mean between the closing representative bid and asked prices for the Stock on such date as reported by the OTC Bulletin Board or such successor quotation system; or (iii) if the Stock is not publicly traded on an exchange and not quoted on an electronic quotation system, the Fair Market Value of

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a Share shall be determined by the Committee acting in good faith in compliance with Section 409A of the Code.

(o) “Incentive Option” means an Option designated as such and granted in accordance with Section 422 of the Code. Incentive Options may be granted only after the shareholders approve the amendment to the Plan that adds Incentive Options to the Awards that may be granted under the Plan.

(p) “Non-Qualified Option” means any Option other than an Incentive Option.

(q) “Option” means a right to purchase Stock at a stated or formula price for a specified period of time. Options granted under the Plan shall be either Incentive Options or Non-Qualified Options.

(r) “Option Agreement” shall have the meaning given to such term in Section 7.2 hereof.

(s) “Option Holder” means a Participant who has been granted one or more Options under the Plan.

(t) “Option Period” means the period of time, determined by the Committee, during which an Option may be exercised by the Option Holder.

(u) “Option Price” means the price at which each Share subject to an Option may be purchased, determined in accordance with subsection 7.2(b).

(v) “Participant” means an Eligible Director, Eligible Employee or Eligible Consultant designated by the Committee from time to time during the term of the Plan to receive one or more of the Awards provided under the Plan.

(w) “Restricted Stock Award” means an award of Stock granted to a Participant pursuant to ARTICLE VIII that is subject to certain restrictions imposed in accordance with the provisions of such Section.

(x) “Securities Act” means the Securities Act of 1933, as it may be amended from time to time.

(y) “Share” means one whole share of Stock.

(z) “Stock” means the common stock of the Company.

(aa) “Stock Bonus” means either an outright grant of Stock or a grant of Stock subject to and conditioned upon certain employment or performance related goals.

2.2Gender and Number.  Except when otherwise indicated by the context, the masculine gender shall also include the feminine gender, and the definition of any term herein in the singular shall also include the plural.

ARTICLE III

PLAN ADMINISTRATION

3.1General.  The Plan shall be administered by the Committee, or in the absence of appointment of a Committee, by the entire Board. All references in the Plan to the Committee shall include the entire Board if no Committee is appointed. In accordance with the provisions of the Plan, the Committee shall, in its sole discretion, select the Participants from among the Eligible Directors, Eligible Employees and Eligible Consultants, determine the Awards to be made pursuant to the Plan, or shares of Stock to be issued thereunder and the time at which such Awards are to be made, fix the Option Price,

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period and manner in which an Option becomes exercisable, establish the duration and nature of Restricted Stock Award restrictions, establish the terms and conditions applicable to Stock Bonuses, and establish such other terms and requirements of the various compensation incentives under the Plan as the Committee may deem necessary or desirable and consistent with the terms of the Plan. The Committee shall determine the form or forms of the agreements with Participants that shall evidence the particular provisions, terms, conditions, rights and duties of the Company and the Participants with respect to Awards granted pursuant to the Plan, which provisions need not be identical except as may be provided herein; provided, however, that Eligible Consultants and Eligible Directors who are not also Eligible Employees shall not be eligible to receive Incentive Options. The Committee may from time to time adopt such rules and regulations for carrying out the purposes of the Plan as it may deem proper and in the best interests of the Company. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement entered into hereunder in the manner and to the extent it shall deem expedient and it shall be the sole and final judge of such expediency. No member of the Committee shall be liable for any action or determination made in good faith. The determinations, interpretations and other actions of the Committee pursuant to the provisions of the Plan shall be binding and conclusive for all purposes and on all persons.

3.2Delegation by Committee.  The Committee may, from time to time, delegate, to specified officers of the Company, the power and authority to grant Awards under the Plan to specified groups of Eligible Employees and Eligible Consultants, subject to such restrictions and conditions as the Committee, in its sole discretion, may impose. The delegation shall be as broad or as narrow as the Committee shall determine. To the extent that the Committee has delegated the authority to determine certain terms and conditions of an Award, all references in the Plan to the Committee’s exercise of authority in determining such terms and conditions shall be construed to include the officer or officers to whom the Committee has delegated the power and authority to make such determination. The power and authority to grant Awards to any Eligible Employee or Eligible Consultant who is covered by Section 16(b) of the Exchange Act or who is or may become covered by Code section 162(m) shall not be delegated by the Committee.

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ARTICLE IV

STOCK SUBJECT TO THE PLAN

4.1Number of Shares.  As of November 15, 2005, the maximum aggregate number of Shares issuable under the Plan pursuant to Awards was 5 million Shares. As of October 19, 2006, the maximum aggregate number of Shares issuable under the Plan pursuant to Awards was increased by 4 million Shares for a maximum of 9 million Shares. As of October 4, 2011, the maximum aggregate number of Shares issuable under the Plan pursuant to Awards was increased by 4.5 million Shares for a maximum of 13.5 million Shares. As of March 27, 2015, the maximum aggregate number of Shares issuable under the Plan pursuant to Awards was increased by four (4) million Shares, for a maximum of 17,500,000 Shares.

Notwithstanding anything to the contrary contained herein, no Award granted hereunder shall become void or otherwise be adversely affected solely because of a change in the number of Shares of the Company that are issued and outstanding from time to time, provided that changes to the issued and outstanding Shares may result in adjustments to outstanding Awards in accordance with the provisions of this ARTICLE IV. The maximum number of Shares that may be issued under Incentive Options is 17.5 million Shares. The Shares may be either authorized and unissued Shares or previously issued Shares acquired by the Company. Such maximum numbers may be increased from time to time by approval of the Board and by the stockholders of the Company if, in the opinion of counsel for the Company, stockholder approval is required. The Company shall at all times during the term of the Plan and while any Options are outstanding retain as authorized and unissued Stock at least the number of Shares from time to time required under the provisions of the Plan, or otherwise assure itself of its ability to perform its obligations hereunder.

4.2Limit on Option Grants.  The maximum number of Shares with respect to which a Participant may receive Options under the Plan during a calendar year is 500,000 Shares. The maximum number may be increased from time to time by approval of the Board and by the stockholders of the Company. No Options may be granted with respect to any increased number of Shares until such increase has been approved by the stockholders. Stockholder approval shall not be required for increases solely pursuant to Section 4.4 below.

4.3Share Usage.  Shares subject to an Award shall be counted as used as of the date of grant.

(a) Any Shares that are subject to an Award of Options shall be counted against the share issuance limit set forth in Section 4.1 as one (1) Share for every one (1) Share subject to such Award. Any Shares that are subject to an award other than an Award of Options shall be counted against the share issuance limit set forth in Section 4.1 as three (3) shares for every one (1) Share subject to such Award.

(b) Any Shares related to Awards under the Plan which thereafter terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares, shall be available again for grant under the Plan in the same number as such Award counted against the share issuance limit set forth in Section 4.1 when the Award was grated.

(c) The number of Shares available for issuance under the Plan shall not be increased by the number of Shares (i) tendered or withheld or subject to an Award surrendered in connection with the purchase of Shares upon exercise of an Option, (ii) deducted or delivered from payment of an Award in connection with the Company’s tax withholding obligations or (iii) purchased by the Company with proceeds from Option exercises.

4.4Adjustments for Stock Split, Stock Dividend, Etc.  If the Company shall at any time increase or decrease the number of its outstanding Shares or change in any way the rights and privileges of such Shares by means of the payment of a stock dividend or any other distribution upon such Shares payable in Stock, or through a stock split, subdivision, consolidation, combination, reclassification or

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recapitalization involving the Stock, then in relation to the Stock that is affected by one or more of the above events, the numbers, rights and privileges of the following shall be increased, decreased or changed in like manner as if they had been issued and outstanding, fully paid and non-assessable at the time of such occurrence: (i) the Shares as to which Awards may be granted under the Plan, (ii) the Shares then included in each outstanding Award granted hereunder, (iii) the maximum number of Shares available for grant to any one person in a calendar year pursuant to Section 4.2, (iv) the maximum number of Shares available for grant pursuant to Incentive Options, and (v) the number of Shares subject to a delegation of authority under Section 3.2 of this Plan.

4.5General Adjustment Rules.  No adjustment or substitution provided for in this ARTICLE IV shall require the Company to sell a fractional Share under any Option, or otherwise issue a fractional Share, and the total substitution or adjustment with respect to each Option and other Award shall be limited by deleting any fractional Share. In the case of any such substitution or adjustment, the aggregate Option Price for the total number of Shares then subject to an Option shall remain unchanged but the Option Price per Share under each such Option shall be adjusted by the Committee to reflect the greater or lesser number of Shares or other securities into which the Stock subject to the Option may have been changed, and appropriate adjustments shall be made to other Awards to reflect any such substitution or adjustment. All adjustments to Options shall be made according to Section 1.424-1 of the Treasury Regulations.

4.6Determination by the Committee, Etc.  Adjustments under this ARTICLE IV shall be made by the Committee, whose determinations with regard thereto shall be final and binding upon all parties thereto.

4.7No Repricing.  Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash, Shares, other securities or other property), stock split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities or similar transaction), the Company may not, without obtaining stockholder approval: (a) amend the terms of outstanding Options to reduce the exercise price of such outstanding Options; (b) cancel outstanding Options in exchange for or substitution of Options with an exercise price that is less than the exercise price of the original Options; or (c) cancel outstanding Options with an exercise price above the current stock price in exchange for cash or other securities.

ARTICLE V

CORPORATE REORGANIZATION; CHANGE IN CONTROL

5.1Adjustment of Awards.  Upon the occurrence of a Corporate Transaction (as defined in Section 5.3), the Committee may take any one or more of the following actions with respect to outstanding Awards:

(a) Provide that any or all Options shall become fully exercisable regardless of whether all conditions of exercise relating to length of service, attainment of financial performance goals or otherwise have been satisfied;

(b) Provide that any or all restrictions with respect to Restricted Stock and other Awards shall lapse;

(c) Provide for the assumption or substitution of any or all Awards as described in Section 5.2;

(d) Make any other provision for outstanding Awards as the Committee deems appropriate and consistent with applicable law.

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The Committee may also provide that any Awards that are outstanding at the time the Corporate Transaction is closed shall expire at the time of the closing. The Committee need not take the same action with respect to all outstanding Awards or to all outstanding Awards of the same type.

5.2Assumption or Substitution of Options and Other Awards.  (a) The Company, or the successor or purchaser, as the case may be, may, under the Plan, make adequate provision for the assumption of outstanding options or the substitution of new options for outstanding options on terms comparable to the outstanding options or (b) the Company, or the successor or purchaser, as the case may be, may make adequate provision for the equitable adjustment of outstanding Awards (other than Options). Any such assumption or substitution of Options shall be made according to section 1.424-1 of the Treasury Regulations and consistent with Code Section 409A. The number of Shares available for issuance under the Plan pursuant to Section 4.1 shall be increased by the number of Shares subject to any such assumed awards and substitute Awards. Shares available for issuance under a shareholder-approved plan of a business entity that is a party to such transaction (as appropriately adjusted, if necessary, to reflect such transaction) may be used for Awards under the Plan and shall not reduce the number of Shares otherwise available for issuance under the Plan, subject to applicable rules of any stock exchange on which the Shares are listed.

5.3Corporate Transaction.  A Corporate Transaction shall include the following:

(a) Merger; Reorganization: the merger or consolidation of the Company with or into another corporation or other reorganization (other than a reorganization under the United States Bankruptcy Code) of the Company (other than a consolidation, merger, or reorganization in which the Company is the continuing corporation and which does not result in any reclassification or change of outstanding Shares); or

(b) Sale: the sale or conveyance of the property of the Company as an entirety or substantially as an entirety (other than a sale or conveyance in which the Company continues as a holding company of an entity or entities that conduct the business or businesses formerly conducted by the Company);

(c) Liquidation: the dissolution or liquidation of the Company; or

(d) Change in Control: A “Change in Control” shall be deemed to have occurred if either (i) any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of either (a) the then-outstanding Shares (“Outstanding Shares”) or (b) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (“Voting Power”) or (ii) at any time during any period of two consecutive years (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board (and any new director whose election by the Board or whose nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof.

ARTICLE VI

PARTICIPATION

Participants in the Plan shall be those Eligible Employees who, in the judgment of the Committee, are performing, or during the term of their incentive arrangement will perform, vital services in the management, operation and development of the Company, and significantly contribute, or are expected to significantly contribute, to the achievement of long-term corporate economic objectives. Eligible

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Consultants shall be selected from those non-employee consultants or advisors to the Company who are performing services important to the operation and growth of the Company. Eligible Directors are those whose services, in the judgment of the Committee, are important to the Company. Participants may be granted from time to time one or more Awards; provided, however, that the grant of each such Award shall be separately approved by the Committee and receipt of one such Award shall not result in automatic receipt of any other Award. Upon determination by the Committee that an Award is to be granted to a Participant, written notice shall be given to such person, specifying the terms, conditions, rights and duties related thereto. Each Participant shall, if required by the Committee, enter into an agreement with the Company, in such form as the Committee shall determine and which is consistent with the provisions of the Plan, specifying such terms, conditions, rights and duties. Awards shall be deemed to be granted as of the date specified in the grant resolution of the Committee, which date shall be the date of any related agreement with the Participant. In the event of any inconsistency between the provisions of the Plan and any such agreement entered into hereunder, the provisions of the Plan shall govern.

ARTICLE VII

OPTIONS

7.1Grant of Options.  Coincident with or following designation for participation in the Plan, a Participant may be granted one or more Options. The Committee in its sole discretion shall designate whether an Option is an Incentive Option or a Non-Qualified Option; provided, however, that only Non-Qualified Options may be granted to Eligible Consultants and to Eligible Directors who are not also Eligible Employees. The Committee may grant both an Incentive Option and a Non-Qualified Option to an Eligible Employee at the same time or at different times. Incentive Options and Non-Qualified Options, whether granted at the same time or at different times, shall be deemed to have been awarded in separate grants and shall be clearly identified, and in no event shall the exercise of one Option affect the right to exercise any other Option or affect the number of shares for which any other Option may be exercised. An Option shall be considered as having been granted on the date specified in the grant resolution of the Committee.

7.2Stock Option Agreements.  Each Option granted under the Plan shall be evidenced by a written stock option certificate or agreement (an “Option Agreement”). An Option Agreement shall be issued by the Company in the name of the Participant to whom the Option is granted (the “Option Holder”) and in such form as may be approved by the Committee. The Option Agreement shall incorporate and conform to the conditions set forth in this Section 7.2, as well as such other terms and conditions that are not inconsistent as the Committee may consider appropriate in each case.

(a) Number of Shares. Each Option Agreement shall state that it covers a specified number of Shares, as determined by the Committee.

(b) Price. The price at which each Share covered by an Option may be purchased shall be determined in each case by the Committee and set forth in the Option Agreement, but in no event shall the price be less than 100 percent of the Fair Market Value of the Stock on the date the Option is granted (110 percent of the Fair Market Value in the case of an incentive option granted to an individual who owns stock of the Company having more than 10% of the voting power).

(c) Duration of Options; Restrictions on Exercise. Each Option Agreement shall state the Option Period. The Option Period must end, in all cases except as described in Section 7.2(d), not more than ten years from the date the Option is granted (five years in the case of an incentive option granted to an individual who owns stock of the Company having more than 10% of the voting power). The Option Agreement shall also set forth any installment or other restrictions on exercise of the Option during such period, if any, as may be determined by the Committee. Each Option shall become exercisable (vest) over such period of time, if any, or upon such events, as determined by the Committee.

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(d) Blackout Period; Automatic Extension of Option Period. In the event the Option Period expires during a Company Blackout Period, the Option Period shall be extended to the date that is ten days from the date that the Blackout Period ended.

(e) Termination of Services, Death, Disability, Etc. The Committee may specify the period, if any, during which an Option may be exercised following termination of the Option Holder’s services. The effect of this subsection 7.2(e) shall be limited to determining the consequences of a termination and nothing in this subsection 7.2(e) shall restrict or otherwise interfere with the Company’s discretion with respect to the termination of any individual’s services. If the Committee does not otherwise specify, the following shall apply:

(i) If the services of the Option Holder are terminated within the Option Period for “cause,” as determined by the Company, the Option shall thereafter be void for all purposes.

(ii) If the Option Holder dies during the Option Period while still performing services for the Company or within the three-month period referred to in (iii) below, the Option may be exercised by those entitled to do so under the Option Holder’s will or by the laws of descent and distribution within one year following the Option Holder’s death, (provided that such exercise must occur within the Option Period), but not thereafter. In any such case, the Option may be exercised only as to the shares as to which the Option had become exercisable on or before the date of the Option Holder’s death.

(iii) If the services of the Option Holder are terminated (which for this purpose means that the Option Holder is no longer employed by the Company or performing services for the Company) by the Company within the Option Period for any reason other than cause or death, the Option may be exercised by the Option Holder within three months following the date of such termination (provided that such exercise must occur within the Option Period), but not thereafter. In any such case, the Option may be exercised only as to the shares as to which the Option had become exercisable on or before the date of termination of employment or services.

(f) Exercise, Payments, Etc.

(i) Manner of Exercise. The method for exercising each Option granted hereunder shall be by delivery to the Company of written notice specifying the number of Shares with respect to which such Option is exercised. The purchase of such Shares shall take place at the principal offices of the Company within thirty (30) days following delivery of such notice, at which time the Option Price of the Shares shall be paid in full by any of the methods set forth below or a combination thereof. Except as set forth in the next sentence, the Option shall be exercised when the Option Price for the number of shares as to which the Option is exercised is paid to the Company in full. If the Option Price is paid by means of a broker’s transaction described in subsection 7.2(f)(ii)(C), in whole or in part, the closing of the purchase of the Stock under the Option shall take place (and the Option shall be treated as exercised) on the date on which, and only if, the sale of Stock upon which the broker’s transaction was based has been closed and settled, unless the Option Holder makes an irrevocable written election, at the time of exercise of the Option, to have the exercise treated as fully effective for all purposes upon receipt of the Option Price by the Company regardless of whether or not the sale of the Stock by the broker is closed and settled. A properly executed certificate or certificates representing the Shares shall be delivered to or at the direction of the Option Holder upon payment therefor. If Options on less than all shares evidenced by an Option Certificate are exercised, the Company shall deliver a new Option Certificate evidencing the Option on the remaining shares upon delivery of the Option Certificate for the Option being exercised.

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(ii) If the exercise price is $2,000 or less, the exercise price shall be paid by one or a combination of the methods set forth in subsections 7.2(f)(ii)(A) or (B) below. If the exercise price is more than $2,000, the exercise price shall be paid by any of the following methods or any combination of the following methods at the election of the Option Holder, or by any other method approved by the Committee upon the request of the Option Holder:

(A) in cash;

(B) by certified check, cashier’s check or other check acceptable to the Company, payable to the order of the Company; or

(C) by delivery to the Company of a properly executed notice of exercise together with irrevocable instructions to a broker to deliver to the Company promptly the amount of the proceeds of the sale of all or a portion of the Stock or of a loan from the broker to the Option Holder required to pay the Option Price.

(g) Date of Grant. An Option shall be considered as having been granted on the date specified in the grant resolution of the Committee.

(h) Withholding.

(i) Non-Qualified Options. Upon exercise of an Option, the Option Holder shall make appropriate arrangements with the Company to provide for the amount of additional withholding required by Sections 3102 and 3402 of the Code and applicable state income tax laws or foreign tax laws, as the case may be.

(ii) Incentive Options. If an Option Holder makes a disposition (as defined in Section 424(c) of the Code) of any Stock acquired pursuant to the exercise of an Incentive Option prior to the expiration of two years from the date on which the Incentive Option was granted or prior to the expiration of one year from the date on which the Option was exercised, the Option Holder shall send written notice to the Company at the Company’s principal place of business of the date of such disposition, the number of shares disposed of, the amount of proceeds received from such disposition and any other information relating to such disposition as the Company may reasonably request. The Option Holder shall, in the event of such a disposition, make appropriate arrangements with the Company to provide for the amount of additional withholding, if any, required by Sections 3102 and 3402 of the Code and applicable state income tax laws.

(iii) Notwithstanding anything else in this Plan to the contrary, if the Company determines, at its sole discretion, that it is required under the Income Tax Act (Canada) or any other applicable Canadian federal, provincial or territorial law to make source deductions in respect of an exercise of an Option and to remit such deductions to the applicable governmental authority, the Company may, at its sole discretion, implement any procedures to ensure such deduction and remittance requirements are met. These procedures may include, without limitation:

(A) requiring that the Option Holder pay to the Company, in addition to the exercise price for the Options, sufficient cash as is reasonably determined by the Company to be the amount necessary to permit the required tax deduction and remittance;

(B) requiring that the Option Holder authorize the Company, on behalf of the Option Holder, to sell in the market on such terms and at such time or times as

10

the Company determines a portion of the Shares being issued upon exercise of the Options to realize cash proceeds to be remitted to the Company and used to satisfy the required tax deduction and remittance; or

(C) make other arrangements acceptable to the Company to fund the required tax deduction and remittance.

7.3          Restrictions on Incentive Options. The aggregate Fair Market Value of the Shares with respect to which Incentive Options are exercisable for the first time by an Option Holder in any calendar year, under the Plan or otherwise, shall not exceed $100,000. For this purpose, the Fair Market Value of the Shares shall be determined as of the date of grant of the Option and Incentive Options shall be taken into account in the order granted.

7.4          Transferability.

(a) General Rule: No Lifetime Transfers. An Option shall not be transferable by the Option Holder except by will or pursuant to the laws of descent and distribution. An Option shall be exercisable during the Option Holder’s lifetime only by him or her, or in the event of Disability or incapacity, by his or her guardian or legal representative. The Option Holder’s guardian or legal representative shall have all of the rights of the Option Holder under this Plan.

(b) No Assignment. No right or interest of any Option Holder in an Option granted pursuant to the Plan shall be assignable or transferable during the lifetime of the Option Holder, either voluntarily or involuntarily, or be subjected to any lien, directly or indirectly, by operation of law, or otherwise, including execution, levy, garnishment, attachment, pledge or bankruptcy, except as set forth above.

7.5          Shareholder Privileges.  No Option Holder shall have any rights as a shareholder with respect to any Shares covered by an Option until the Option Holder becomes the holder of record of such Stock, and no adjustments shall be made for dividends or other distributions or other rights as to which there is a record date preceding the date such Option Holder becomes the holder of record of such Stock.

ARTICLE VIII

RESTRICTED STOCK AWARDS

8.1          Grant of Restricted Stock Awards.  Coincident with or following designation for participation in the Plan, the Committee may grant a Participant one or more Restricted Stock Awards consisting of Shares of Stock. The number of Shares granted as a Restricted Stock Award shall be determined by the Committee.

8.2          Restrictions.  A Participant’s right to retain a Restricted Stock Award granted to him under Section 8.1 shall be subject to such restrictions, including but not limited to his continuous employment by or performance of services for the Company for a restriction period specified by the Committee or the attainment of specified performance goals and objectives, as may be established by the Committee with respect to such Award. The Committee may in its sole discretion require different periods of service or different performance goals and objectives with respect to different Participants, to different Restricted Stock Awards or to separate, designated portions of the Shares constituting a Restricted Stock Award. In the event of the death or Disability of a Participant, or the retirement of a Participant in accordance with the Company’s established retirement policy, all required periods of service and other restrictions applicable to Restricted Stock Awards then held by him shall lapse with respect to a pro rata part of each such Award based on the ratio between the number of full months of employment or services completed at the time of termination of services from the grant of each Award to the total number of months of employment or continued services required for such Award to be fully non-forfeitable, and such

11

portion of each such Award shall become fully non-forfeitable. The remaining portion of each such Award shall be forfeited and shall be immediately returned to the Company. If a Participant’s employment or consulting services terminate for any other reason, any Restricted Stock Awards as to which the period for which services are required or other restrictions have not been satisfied (or waived or accelerated as provided herein) shall be forfeited, and all Shares related thereto shall be immediately returned to the Company.

8.3          Privileges of a Stockholder, Transferability.  A Participant shall have all voting, dividend, liquidation and other rights with respect to Stock in accordance with its terms received by him as a Restricted Stock Award under this ARTICLE VIII upon his becoming the holder of record of such Stock; provided, however, that the Participant’s right to sell, encumber, or otherwise transfer such Stock shall be subject to the limitations of Section 11.2.

8.4          Enforcement of Restrictions.  The Committee shall cause a legend to be placed on the Stock certificates issued pursuant to each Restricted Stock Award referring to the restrictions provided by Sections 8.2 and 8.3 and, in addition, may in its sole discretion require one or more of the following methods of enforcing the restrictions referred to in Sections 8.2 and 8.3.

(a) Requiring the Participant to keep the Stock certificates, duly endorsed, in the custody of the Company while the restrictions remain in effect; or

(b) Requiring that the Stock certificates, duly endorsed, be held in the custody of a third party while the restrictions remain in effect.

ARTICLE IX

STOCK BONUSES

The Committee may award Stock Bonuses to such Participants, subject to such conditions and restrictions, as it determines in its sole discretion. Stock Bonuses may be either outright grants of Stock, or may be grants of Stock subject to and conditioned upon certain employment or performance related goals.

ARTICLE X

OTHER COMMON STOCK GRANTS

From time to time during the duration of this Plan, the Board may, in its sole discretion, adopt one or more incentive compensation arrangements for Participants pursuant to which the Participants may acquire Shares, whether by purchase, outright grant, or otherwise. Any such arrangements shall be subject to the general provisions of this Plan and all Shares issued pursuant to such arrangements shall be issued under this Plan.

ARTICLE XI

RIGHTS OF PARTICIPANTS

11.1        Service.  Nothing contained in the Plan or in any Option, or other Award granted under the Plan shall confer upon any Participant any right with respect to the continuation of his employment by, or consulting or advisory relationship with, the Company, or membership on the Board or interfere in any way with the right of the Company, subject to the terms of any separate employment agreement or other contract to the contrary, at any time to terminate such services or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Award. Whether an authorized

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leave of absence, or absence in military or government service, shall constitute a termination of service shall be determined by the Committee at the time.

11.2        Non-transferability of Awards Other Than Options.  Except as provided otherwise at the time of grant or thereafter, no right or interest of any Participant in a Restricted Stock Award (prior to the completion of the restriction period applicable thereto), or other Award (excluding Options) granted pursuant to the Plan, shall be assignable or transferable during the lifetime of the Participant, either voluntarily or involuntarily, or subjected to any lien, directly or indirectly, by operation of law, or otherwise, including execution, levy, garnishment, attachment, pledge or bankruptcy. In the event of a Participant’s death, a Participant’s rights and interests in Options, Restricted Stock Awards and other Awards shall, to the extent provided in ARTICLE VII, ARTICLE VIII, ARTICLE IX, and ARTICLE X, be transferable by will or the laws of descent and distribution, and payment of any amounts due under the Plan shall be made to, and exercise of any Options may be made by, the Participant’s legal representatives, heirs or legatees. If in the opinion of the Committee a person entitled to payments or to exercise rights with respect to the Plan is disabled from caring for his affairs because of mental condition, physical condition or age, payment due such person may be made to, and such rights shall be exercised by, such person’s guardian, conservator or other legal personal representative upon furnishing the Committee with evidence satisfactory to the Committee of such status.

11.3        No Plan Funding.  Obligations to Participants under the Plan will not be funded, trusteed, insured or secured in any manner. The Participants under the Plan shall have no security interest in any assets of the Company, and shall be only general creditors of the Company.

ARTICLE XII

GENERAL RESTRICTIONS

12.1        Investment Representations.  The Company may require any person to whom an Option, Restricted Stock Award, or Stock Bonus is granted, as a condition of exercising such Option, or receiving such Restricted Stock Award or Stock Bonus, to give written assurances in substance and form satisfactory to the Company and its counsel to the effect that such person is acquiring the Stock for his own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Company deems necessary or appropriate in order to comply with Federal and applicable state securities laws. Legends evidencing such restrictions may be placed on the Stock certificates.

12.2        Compliance with Securities Laws.  Each Option, Restricted Stock Award, and Stock Bonus grant shall be subject to the requirement that, if at any time counsel to the Company shall determine that the listing, registration or qualification of the shares subject to such Option, Restricted Stock Award or Stock Bonus grant upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance or purchase of shares thereunder, such Option, Restricted Stock Award, or Stock Bonus grant may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Committee. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification.

12.3        Changes in Accounting Rules.  Except as provided otherwise at the time an Award is granted, notwithstanding any other provision of the Plan to the contrary, if, during the term of the Plan, any changes in the financial or tax accounting rules applicable to Options, Restricted Stock Awards, or other Awards shall occur which, in the sole judgment of the Committee, may have a material adverse effect on the reported earnings, assets or liabilities of the Company, the Committee shall have the right and power to modify as necessary, any then outstanding and unexercised Options, outstanding Restricted Stock Awards, and other outstanding Awards as to which the applicable services or other restrictions have not been satisfied.

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ARTICLE XIII

PLAN AMENDMENT, MODIFICATION AND TERMINATION

The Board may at any time terminate, and from time to time may amend or modify the Plan provided, however, that no amendment or modification may become effective without approval of the amendment or modification by the shareholders if shareholder approval is required to enable the Plan to satisfy any applicable statutory or regulatory requirements, or if the Company, on the advice of counsel, determines that shareholder approval is otherwise necessary or desirable. No amendment shall be made to the no-repricing provisions of Section 4.7 or the Option pricing provisions of Section 7 without the approval of the Company’s shareholders.

No amendment, modification or termination of the Plan shall in any manner adversely affect any Options, Restricted Stock Awards, Stock Bonuses or other Award theretofore granted under the Plan, without the consent of the Participant holding such Options, Restricted Stock Awards, Stock Bonuses or other Awards.

ARTICLE XIV

WITHHOLDING

14.1        Withholding Requirement.  The Company’s obligation to deliver Shares upon the exercise of any Option, the vesting of any Restricted Stock Award, or the grant of Stock shall be subject to the Participant’s satisfaction of all applicable federal, state and local income and other tax withholding requirements.

ARTICLE XV

REQUIREMENTS OF LAW

15.1        Requirements of Law.  The issuance of Stock and the payment of cash pursuant to the Plan shall be subject to all applicable laws, rules and regulations.

15.2        Federal Securities Law Requirements.  If a Participant is an officer or director of the Company within the meaning of Section 16, Awards granted hereunder shall be subject to all applicable conditions required under Rule 6b-3, or any successor rule promulgated under the Exchange Act, to qualify the Award for any exception from the provisions of Section 6(b) of the Exchange Act available under that Rule. Such conditions shall be set forth in the agreement with the Participant which describes the Award or other document evidencing or accompanying the Award.

15.3        Governing Law.  The Plan and all agreements hereunder shall be construed in accordance with and governed by the laws of the State of Colorado.

ARTICLE XVI

DURATION OF THE PLAN

Unless sooner terminated by the Board of Directors, the Plan shall terminate at the close of business on March 26, 2025 and no Option, Restricted Stock Award, Stock Bonus, other Award or Stock shall be granted, or offer to purchase Stock made, after such termination. Options, Restricted Stock Awards, and other Awards outstanding at the time of the Plan termination may continue to be exercised, or become free of restrictions, or paid, in accordance with their terms.

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Dated: March 27, 2015	McEWEN MINING INC.
	a Colorado corporation
	By:	/s/ PERRY ING
	Name:	Perry Ing
	Title:	Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

MCEWEN MINING AND MCEWEN MINING — MINERA ANDES ACQUISITION CORP.

ANNOUNCE RESULTS OF THEIR ANNUAL GENERAL MEETINGS

TORONTO, ONTARIO - (May 29, 2015) - McEwen Mining Inc. (NYSE: MUX) (TSX: MUX) (“McEwen Mining”) and McEwen Mining — Minera Andes Acquisition Corp. (TSX: MAQ) (“ExchangeCo”) are pleased to announce the results of their annual general meetings held on May 28, 2015.  McEwen Mining reports that Robert McEwen, Allen Ambrose, Michele Ashby, Leanne Baker, Richard Brissenden, Gregory Fauquier, Donald Quick and Michael Stein were elected as directors of McEwen Mining.  The shareholders of McEwen Mining also approved the compensation of McEwen Mining’s named executive officers (“Say-on-Pay”), the amendment and restatement of the US Gold Equity Incentive Plan, and re-appointed KPMG LLP as auditors.  ExchangeCo. reports that Nathan Stubina was elected as a director.

Detailed voting results for the re-election of directors of McEwen Mining are as follows:

Nominee	For	Withheld	PercentageFor	PercentageWithheld
Robert R. McEwen	126,443,250	793,759	99.4%	0.6%
Allen V. Ambrose	125,228,239	2,008,769	98.4%	1.6%
Michele L. Ashby	126,413,700	823,308	99.4%	0.6%
Leanne M. Baker	126,360,887	876,121	99.3%	0.7%
Richard W. Brissenden	104,942,587	22,294,421	82.5%	17.5%
Gregory P. Fauquier	126,045,078	1,191,930	99.0%	1.0%
Donald R.M. Quick	126,438,212	798,796	99.4%	0.6%
Michael L. Stein	126,437,109	799,900	99.4%	0.6%

ExchangeCo. is a subsidiary of McEwen Mining and was formed to facilitate the acquisition of Minera Andes Inc. in 2012.  In connection with this acquisition, ExchangeCo. issued exchangeable shares to holders of Minera Andes shares.  The exchangeable shares are convertible on a one-for-one basis at any time into shares of McEwen Mining.  Holders of exchangeable shares also vote on the same matters as holders of McEwen Mining common shares and their votes are included in the above results.

Detailed voting results for the election of the director of ExchangeCo. are set out below:

Nominee	For	Withheld	PercentageFor	PercentageWithheld
Nathan M. Stubina	2,444,855	155,287	94.0%	6.0%

ABOUT MCEWEN MINING (www.mcewenmining.com)

The goal of McEwen Mining is to qualify for the S&P 500 by creating a high growth gold/silver producer focused in the Americas. McEwen Mining’s principal assets consist of the San José mine in Santa Cruz, Argentina (49% interest), the El Gallo 1 mine and El Gallo 2 project in Sinaloa, Mexico, the Gold Bar project in Nevada, USA, and the Los Azules copper project in San Juan, Argentina.

As of May 28, 2015 McEwen Mining has an aggregate of 300,530,174 shares of common stock outstanding and issuable upon the exchange of the exchangeable shares. Rob McEwen, Chairman and Chief Owner, owns 25% of the shares of the Company (assuming all outstanding Exchangeable Shares are exchanged for an equivalent amount of Common Shares).

For further information contact:
Mihaela Iancu Investor Relations Tel: 647-258-0395 ext 320 info@mcewenmining.com Company website:www.mcewenmining.com	Christina McCarthy Director of Corporate Development Tel: 647-258-0395 ext 390 corporatedevelopment@mcewenmining.com Facebook: facebook.com/mcewenrob Twitter: twitter.com/mcewenmining	Mailing Address 150 King Street West Suite 2800,P.O. Box 24 Toronto, Ontario, Canada M5H 1J9 Tel: 647-258-0395 Toll Free: 866-441-0690 Fax: 647-258-0408

EX-99.2

Exhibit 99.2

MUX AGM MAY 28, 2015 1 1.866.441.0690 x410 • info@mcewenmining.com • www.mcewenmining.com

AGENDA Formal Meeting Financials Update Gold Market 2

CAUTIONARY STATEMENT This presentation 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 at the date of this presentation, McEwen Mining 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, technical, 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, risks related to the cost of transferring or otherwise allocating funds between operating jurisdictions, factors associated with fluctuations in the market price of precious metals, mining industry risks, political, economic, social and security risks associated with foreign operations, risks related to permitting and the projected timeframes to receive the necessary permits, risks associated with mining operations, the construction of mining operations and commencement of production and the projected costs thereof, risks related to litigation, property title, the state of the capital markets, environmental risks and hazards, uncertainty as to calculation of mineral resources and reserves 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 Mining's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and Quarterly Report or Form 10-Q for the Quarter ended March 31, 2015 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 presentation are qualified by this cautionary statement. All currency information quoted in U.S. dollars. 3

Operations DIRECTORS Experience Venn Diagram 4 Exploration Allen Financial Rob Michele Richard Greg Don Mike Leanne

SUMMARIZED FINANCIAL INFORMATION Three months ended Mar 31, 2015 Three months ended Mar 31, 2014 Year ended Dec 31, 2014 Gold and silver sales from El Gallo 1 $22,882 $11,130 $45,303 Production costs applicable to sales from El Gallo 1 (10,454) (8,527) (40,608) Gross margin $12,428 $2,603 $4,695 54% $23% 10% Income (loss) on investment in San José 329 7,029 (5,284) Mine construction & development, exploration and G&A (5,724) (5,187) (26,953) Asset impairment and recovery of income taxes 1,163 18,957 (267,702) Net income (loss) $6,021 $17,887 $(311,943) EPS $0.02 $0.06 $(1.05) Adjusted EPS* $0.01 $(0.02) $(0.11) In thousands of U.S. dollars, except per share amount. *See cautionary note regarding non-GAAP measures. 5

EARNINGS FROM MINING OPERATIONS* - CLEAR IMPROVEMENT! Q1 2015 Q1 2014 YE 2014 Realized Gold / oz $1,213.00 $1,319.00 $1,248.00 Realized Silver / oz $17.02 $20.15 $17.68 El Gallo – Mexico Sales $22,882 $11,130 $45,303 Production costs applicable to sales (10,454) (8,527) (40,608) Amortization 322 322 1,288 El Gallo 1 Earnings $12,750 $2,925 $5,983 San José – Argentina (49%) Sales $22,487 $27,876 $104,376 Production costs applicable to sales (18,063) (19,422) (84,904) San José Earnings $4,424 $8,454 $19,472 In thousands of US dollars. *See cautionary note regarding non-GAAP measures. 6

SUMMARIZED BALANCE SHEET – DEBT FREE! March 31, 2015 December 31, 2014 Cash and cash equivalents $16,569 $12,380 VAT receivable 10,405 11,739 Inventories 12,931 12,404 Mineral Properties 287,490 287,812 Investment in San José 177,347 177,018 Total Assets $526,733 $522,958 Deferred Tax Liability 50,652 51,899 Total Liabilities $78,810 $81,743 Shareholders’ Equity $447,923 $441,215 In thousands of US dollars 7

SUMMARY OF LIQUID ASSETS – REBUILDING CASH RESERVES May 27, 2015 Mar 31, 2015 Dec 31, 2014 Dec 31, 2013 Cash $15,962 $16,569 $12,380 $24,321 Inventories – Gold / Silver doré & bullion(1) $4,967 $818 $4,875 $1,724 Total $20,929 $17,387 $17,255 $26,045 In thousands of US dollars. (1) Based on London PM close as of May 27, 2015, March 31, 2015, December 31, 2014 and December 31, 2013, respectively. 8

SHARE CAPITAL – RESISTING THE TEMPTATION TO DILUTE YOU! Mar 31, 2015 Dec 31, 2014 Dec 31, 2013 Common & Exch. Shares 300,530 300,100 297,159 Options 3,116 3,090 4,398 Fully Diluted Shares 303,646 303,190 301,557 In thousands. 9

LOOKING AHEAD: 2015 PROJECTED CASH FLOW – GROWING! (Assumes $1,215 Au, $16 Ag/oz) 2015 Q1 Actual 2015 Forecast Q2 to Q4 2016 Forecast Earnings from Mine Operations – El Gallo 1 $12,750 $19,876 $32,701 Dividends Received from San Jose - 550 - El Gallo 2 Development Costs (174) (2,779) (300) Gold Bar Mine Construction & Development Costs - (1,026) (5,000) Exploration Expenditures (2,342) (7,500) (10,000) G&A, Property Holding, Working Capital (4,562) (9,661) (14,000) VAT receivable collected / Line of Credit 2,746 7,325 3,080 Net Cash In Flow 8,418 6,785 6,487 In thousands of US dollars, except per share amount. 10

2014 11 Worst Share price underperformed Gold Sector (GDXJ) MUX Why? 2% 23% 43% Removed from GDX Index Argentina San José contribution Mexico Q3 broke momentum Concerns about possible financing Jan June Dec 0 1 2 3 4

2014 12 Best 2nd Year of operations Mexico Increased production Permit to build & operate El Gallo 2 Didn’t borrow, hedge, sell royalties, metal streams or dilute shares

ON TRACK FOR 2015 GUIDANCE 13 Despite Gold Robbery 2015 Looking Like A Record Year Q1 & Q2 Strong Performance @ El Gallo

WHAT HAVE WE DONE TO DISCOURAGE ANOTHER ROBBERY? 14 Fortified facilities & perimeter Changed procedures Hired the state police to provide armed security Authorities still investigating

25% Chief Owner Shareholder friendly No change of control payments Qualify for S&P 500 Takes no salary, no bonus Cost base GOAL $126M 15 No Hedging, metal streaming, dilution or royalties

Q&A WITH YOUR MANAGEMENT 16 Rob McEwen Chief Owner Bill Faust COO Nathan Stubina Managing Director Perry Ing CFO Andrew Elinesky VP, Argentina Simon Quick VP, Projects

CATALYSTS FOR A GREAT YEAR (& Springboard for Future Growth) 17 2015 Performance Cash Growing Deliverables Exploration Success Possible Source of Funds

Based on internal estimates. See cautionary note regarding non-GAAP measures. Sinaloa State EL GALLO (100% OWNED) Production 18 Gold Property Outline ( 300,000 acres) Exploration Targets El Gallo 2 El Gallo 1 Mine N 0 5 10 km Silver

EL GALLO EXPLORATION 19 El Gallo Mine Resource Open Open Open Au in Soil anomalies Existing Lupita Resource Lupita San Miguel San Miguel Target Large strong soil anomaly close to existing resource Drilling planned Site of Current Mining

GOLD BAR RECENT DRILLING RESULTS 20 4.65 gpt / 41.1m Surface Existing Resource Blocks Existing Resource Blocks Current Pit Outline Cortez Trend Nevada, USA

GOLD BAR RECENT DRILLING RESULTS 21 2.2 gpt / 52m Surface Existing Resource Blocks Existing Resource Blocks Current Pit Outline Cortez Trend Nevada, USA

22 $725 $1,125 $820 $1,200 138koz 138koz 130koz 100koz ANNUAL GOLD EQUIVALENT PRODUCTION PRODUCTION COSTS Production estimates based on internal estimates. Gold / silver ratio 75:1. Notes 1, 2, 3, 4, 5, 6 & 7. 2012A 2013A 2014A 2015E San José El Gallo 2014A 2015E Cash Cost All-in Sustaining Cost

MUX PROJECTED GOLD EQ. ANNUAL PRODUCTION Assumptions Production estimates based on internal estimates. Assumes El Gallo 2 and Gold Bar commence production in 2018. Gold / silver ratio 75:1. Notes 1, 2, 3, 4, 5, 6 & 7. 23 138 koz 138 koz 137 koz 132 koz 207 koz 223 koz 2014 2015 2016 2017 2018 2019 San Jose El Gallo Mine Gold Bar El Gallo 2

BETA TO GOLD MUX VS PEERS (3 YR) 24 Source: Bloomberg. As of May 27, 2015 McEwen If You Believe in a Higher Gold Price MUX Should be in your portfolio

SIGNIFICANT UPSIDE POTENTIAL % Increase from Current Market to Reach 2010 Highs 25 Source: Bloomberg. As of May 27, 2015 McEwen 18% 60% 172% 180% 219% 246% 375% 459% 595% 843%

26 Outlook for Gold

GOLD PERFORMANCE IN WORLD CURRENCIES From Sept 5, 2011 Peak ($1,900) to Present Source: Bloomberg. As of May 27, 2015 27

GOLD PRICE 28 Future Direction Up Currency Turmoil – Battle to Replace $US as Reserve Currency Supply (cost, permitting, tax, financing) Government Debt – Enormous Monetary Expansion – Massive Lack of Trust – Widespread Terrorism - Spreading

Source: Federal Reserve Bank of St. Louis. As of May 27, 2015. U.S. Federal Debt as % of GDP (Percentage of GDP/year) Velocity of U.S. Money (Ratio/year) 29 U.S. Monetary Base (Billions of dollars/year) INFLATION Product of Enormous Government Debt & Massive Monetary Expansion But it Has Not Worked to Encourage Consumer Spending

BUT SIGNS OF INFLATION ARE EVERYWHERE! 30 Stock Markets Performance 2009 - 2015 Real Estate - Prices going through the roof Art - Speaking volumes about inflation 2009 2010 2011 2012 2013 2014 2015 $300 M $180 M $500 M 100 200 300 INDU NIKKEI FTSE HANG SENG

Gold $5,000 31

NOT ALL GOLD STOCKS ARE EQUAL 32 Be Cautious of Companies That: Hedge, sell royalities or metal streams. They are trading future earnings for current $ - giving away profits clearly shown by share performance of royalty companies vs. producers. Franco Nevada Royal Gold Gold GDX GDXJ Prepared to massively dilute to advance their project or build the size of their company. Management usually has an insignificant shareholding. Continue to pay large compensation to senior management. 0 -100 100 05/27/2015 12/02/2014 06/12/2014 12/18/2013 06/28/2013 01/07/2013 07/13/2012 01/23/2012 08/01/2011 02/08/2011

THANK YOU FOR BEING A MUX SHAREHOLDER 33 Share Price is Coming Off the Bottom – Lots of Upside Production Cost Cash Reserves No Debt Exploration Success Extending Mine Life Protected Future Earnings Well Poised for Next Step of Our Growth

End Notes Note 1: Guidance to US Investors: McEwen Mining prepares its resource estimates in accordance with standards of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in Canadian National Instrument 43-101 (NI 43-101). These standards are different from the standards generally permitted in reports filed with the SEC. Under NI 43-101, McEwen Mining reports measured, indicated and inferred resources as required by the Canadian Securities Administrations, measurements which are generally not permitted in filings made with the SEC. The estimation of measured resources and indicated resources involve greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves. U.S. investors are cautioned not to assume that any part of measured or indicated resources will ever be converted into economically mineable reserves. The estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources. Note 2: The feasibility of mining at our El Gallo Complex (El Gallo 1 and El Gallo 2) has not been established in accordance with SEC Guide 7 (or NI 43-101). We have no proven or probable reserves on those properties as defined by U.S. law. A "reserve," as defined by regulation of the SEC, is that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. A reserve requires a feasibility study demonstrating with reasonable certainty that the deposit can be economically extracted and produced. There are no assurances that we will be able to prove that there are reserves at the El Gallo Complex. The forward looking information contained in this presentation such as estimated timelines to production, production levels, capital expenditure requirements, and operating costs have been estimated without the benefit of a feasibility study so there can be no assurance over the accuracy of those estimates or that commercial production will be achieved. As at the date of this presentation, McEwen Mining is completing the commissioning of an expansion of El Gallo Phase 1. There are significant risks and uncertainty associated expanding production without a feasibility or pre-feasibility study. The El Gallo 1 production expansion has not been explored, developed or analyzed in sufficient detail to complete an independent feasibility or pre-feasibility study. Note 3: San José Mine, Argentina: Minera Santa Cruz S.A., the owner of the San José mine, is responsible for and has supplied to the Company all reported results from the San José mine. McEwen Mining's joint venture partner, a subsidiary of Hochschild Mining plc, and its affiliates other than MSC do not accept responsibility for the use of project data or the adequacy or accuracy of this release. As the Company is not the operator of the San José mine, there can be no assurance that production information reported to the Company by MSC is accurate, the Company has not independently verified such information and readers are therefore cautioned regarding the extent to which they should rely upon such information. Technical Disclosure and Cautionary Guidance

Gold Bar (5) Tonnes (M*) Ag Grade (g/t) Au Grade (g/t) Ag (M oz*) Au (M oz*) Probable 15.1 1.00 0.48 Measured 0.7 1.19 0.03 Indicated (inclusive of probable reserves) 18.8 0.94 0.57 M&I 19.5 0.95 0.59 Inferred 7.0 0.94 0.21 Resource Table: Cont’d. Mineral resources, which are not mineral reserves, do not have demonstrated economic viability. The foregoing reports are available under the Corporation's profile on SEDAR (www.sedar.com). Inferred resources are too speculative geologically to have economic considerations applied to them. The cumulative resource and reserve figures set forth above are comprised of the following: Note 4: There is no current feasibility study on the El Gallo 2 project. The Corporation is currently evaluating historical figures in contemplation of being able to produce an updated economic model. The figures presented for El Gallo 2 are historical in nature and therefore cannot be relied upon and are presented for information purposes only. These figures are disclosed in the: "El Gallo Complex Phase II project, NI 43-101 Technical Report Feasibility Study, Mocorito Municipality, Sinaloa, Mexico" with an effective date of September 10, 2012, prepared by M3 Engineering along with a team of associates (the "Phase II Report"). The authors of the Phase 2 Report, Stan Timler - M3 Engineering, Mike Hester - Independent Mining Consultants (Reserves), Dawn Garcia - SRK Consulting (Environmental), Richard Kehmeier and Brian Hartman - Pincock Allen & Holt (El Gallo Deposit Resource), John Read - McEwen Mining consultant (Palmarito Insitu, Historic Waste Dumps and Historic tailings Resource), are each qualified persons and all of whom but John Read are independent of McEwen Mining, such as defined by NI 43-101. Note 5: For the current technical report on the Gold Bar Project see: “NI 43-101 Technical Report on Resources and Reserves Gold Bar Project, Eureka County, Nevada” dated February 24, 2012 with an effective date of November 28, 2011, prepared by J. Pennington, C.P.G., MSc., Frank Daviess, MAusIMM, Registered SME, Eric Olin,, MBA, RM-SME, MSc, Herb Osborn, P.E, Joanna Poeck, MMSA, B. Eng., Kent Hartley P.E. Mining, SME, BSc, Mike Levy, P.E, P.G, MSc., Evan Nikirk, P. E., Mark Allan Willow, M.Sc, C.E.M. and Neal Rigby, CEng, MIMMM, PhD, each of the forgoing is a Qualified Person and independent of the Company as defined by NI 43-101.Tonkin resources were derived from the report titled “Technical Report on the Tonkin Project” dated with an effective date of May 16, 2008, prepared by Alan C. Noble, P.E., Richard Gowans, and Steven Brown. Mr. Noble and Mr. Gowans are considered a Qualified Person and independent of the Company as defined by NI 43-101. Mr Brown at the time of report preparation was not independent of the Company.

Note 6: Press release titled “McEwen Mining Q3 2014 Financial & Operating Results” released on November 10, 2014 by McEwen Mining Inc. Note 7: Press release titled “McEwen Mining Reports Record Production in 2014” released on January 15, 2015 by McEwen Mining Inc. The technical contents of this presentation has been reviewed and approved by Nathan M. Stubina, Ph.D., P.Eng., FCIM, Managing Director and a Qualified Person as defined by Canadian Securities Administrator National Instrument 43-101 "Standards of Disclosure for Mineral Projects”. Cautionary Note Regarding NON-GAAP Measures In this presentation, we have provided information prepared or calculated according to U.S. GAAP, as well as provided some non-U.S. GAAP ("non-GAAP") performance measures. Because the non-GAAP performance measures do not have any standardized meaning prescribed by U.S. GAAP, they may not be comparable to similar measures presented by other companies. (1) Total Cash Costs and All-in Sustaining Costs (AISC) Total cash costs consist of mining, processing, on-site general and administrative costs, community and permitting costs related to current explorations, royalty costs, refining and treatment charges (for both doré and concentrate products), sales costs, export taxes and operational stripping costs. All-in sustaining cash costs consist of total cash costs (as described above), plus environmental rehabilitation costs, mine site exploration and development costs, and sustaining capital expenditures. In order to arrive at our consolidated all-in sustaining costs, we also include corporate general and administrative expenses. Depreciation is excluded from both total cash costs and all-in sustaining cash costs. Total cash cost and all-in sustaining cash cost per ounce are calculated on a co-product basis by dividing the respective proportionate share of the total cash costs and all-in sustaining cash costs for the period attributable to each metal by the ounces of each respective metal sold. We use and report these measures to provide additional information regarding operational efficiencies both on a consolidated and an individual mine basis, and believe these measures provide investors and analysts with useful information about our underlying costs of operations. A reconciliation to the nearest U.S. GAAP measure is provided in McEwen Mining's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014. (2) Adjusted net income (loss) Adjusted net income (loss) excludes the following items from net income (loss): impairment charges, net of tax; foreign currency gains and losses, including the impact of the devaluation Argentine peso relative to the U.S. dollar; other non-recurring items, if applicable. We use and report this measure because we believe it provides investors and analysts with a useful measure of the underlying operating performance of our core mining business. A reconciliation to the nearest U.S. GAAP measure is provided in McEwen Mining's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014. (3) Earnings from mining operations Earnings from mining operations consists of gold and silver revenues from our El Gallo 1 mine and our 49% attributable share from the San José mine, and deducts Production Costs Applicable to Sales. It also includes depreciation and amortization expense incurred at the mining operations, but does not include amortization expense related to the fair value increments on historical business acquisitions (fair value paid in excess of the carrying value of the underlying assets and liabilities assumed on the date of acquisition). We use and report this measure because we believe it provides investors and analysts with a useful measure of the underlying earnings from our mining operations. A reconciliation to the nearest U.S. GAAP measure is provided in McEwen Mining's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014. Cont’d