Colorado | | | 1040 | | | 84-0796160 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
George A. Hagerty Richard Aftanas Hogan Lovells US LLP 1601 Wewatta Street, Suite 900 Denver, CO 80202 (303) 899-7300 | | | Ted R. Sharp Chief Financial Officer Timberline Resources Corporation 9030 North Hess Street, Suite 161 Hayden, ID 83835 | | | Brian Boonstra Davis Graham & Stubbs LLP 1550 17th Street, Suite 500 Denver, CO 80202 |
Large accelerated filer | | | ☐ | | | | | Accelerated filter | | | ☒ | |
Non-accelerated filter | | | ☐ | | | | | Smaller report company | | | ☐ | |
| | | | | | Emerging growth company | | | ☐ |
• | to vote on a proposal to adopt the Agreement and Plan of Merger, dated as of April 16, 2024, by and among McEwen Mining Inc., a Colorado corporation (“McEwen”), Lookout Merger Sub, Inc., a direct, wholly owned subsidiary of McEwen (“Merger Sub”), and Timberline (as it may be amended from time to time, the “merger agreement”), which is further described in the sections titled “The Merger” and “The Merger Agreement,” beginning on pages 30 and 52, respectively, and a copy of which is attached as Annex A to the proxy statement/prospectus of which this notice is a part (the “merger proposal”); |
• | to vote on an advisory (non-binding) proposal to approve the compensation that may be paid or become payable to Timberline’s named executive officers (“NEOs”) that is based on or otherwise related to the merger (the “merger-related compensation proposal”); and |
• | to vote on a proposal to approve the adjournment of the Timberline special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement (the “adjournment proposal”). |
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Q: | What is the merger? |
Q: | Why am I receiving these materials? |
Q: | What will Timberline stockholders receive in the merger? |
Q: | What equity stake will Timberline stockholders hold in McEwen immediately following the merger? |
Q: | When do Timberline and McEwen expect to complete the merger? |
Q: | Is McEwen’s obligation to complete the merger subject to McEwen receiving financing? |
Q: | What happens if the merger is not completed? |
Q: | Will the shares of McEwen common stock I acquire in the merger receive a dividend? |
Q: | What am I being asked to vote on, and why is this approval necessary? |
• |
• | an advisory (non-binding) proposal to approve the compensation that may be paid or become payable to Timberline’s named executive officers (“NEOs”) that is based on or otherwise related to the merger (the “merger-related compensation proposal”); and |
• | a proposal to approve the adjournment of the Timberline special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement (the “adjournment proposal”). |
Q: | What vote is required to approve each proposal at the special meeting? |
• | The merger proposal: The affirmative vote of holders of a majority of the outstanding shares of Timberline common stock entitled to vote thereon is required to approve the merger proposal. |
• | The merger-related compensation proposal: The affirmative vote of holders of a majority of the outstanding shares of Timberline common stock present in person or represented by proxy at the special meeting and entitled to vote thereon is required to approve the advisory (non-binding) merger-related compensation proposal. Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either Timberline or McEwen. Accordingly, if the merger agreement is adopted and the merger is completed, the merger-related compensation will be payable to Timberline’s NEOs, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of Timberline’s stockholders. |
• | The adjournment proposal: The affirmative vote of the holders of a majority of the outstanding shares of Timberline common stock, present in person or represented by proxy at the special meeting and entitled to vote thereon is required to approve the adjournment proposal. If Timberline stockholders approve the adjournment proposal, subject to the terms of the merger agreement, Timberline could adjourn the special meeting and use the additional time to solicit additional proxies, including soliciting proxies from Timberline stockholders who have previously voted. Timberline does not intend to call a vote on the adjournment proposal if the merger proposal is approved at the special meeting. |
Q: | Does my vote matter? |
Q: | What happens if the non-binding, advisory merger-related compensation proposal is not approved? |
Q: | What constitutes a quorum? |
Q: | How does the Timberline Board recommend that I vote? |
Q: | What do I need to do now? |
Q: | What is a proxy? |
Q: | How can I attend the special meeting? |
Q: | How do I vote? |
• | Telephone: Use the toll-free number shown on your proxy card; |
• | Internet: Visit the website shown on your proxy card to vote via the internet; or |
• | Mail: Complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope. |
Q: | When and where is the special meeting of stockholders? What must I bring to attend the special meeting? |
Q: | What is the difference between holding shares as a stockholder of record and as a beneficial owner? |
Q: | If my shares are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me? |
• | your broker, bank or other nominee may not vote your shares on the merger proposal, which broker non-votes will have the same effect as votes cast “AGAINST” this proposal; |
• | your broker, bank or other nominee may not vote your shares on the merger-related compensation proposal, which broker non-votes will have no effect on the vote for this proposal (assuming a quorum is present); and |
• | your broker, bank or other nominee may not vote your shares on the adjournment proposal, which broker non-votes will have no effect on the vote for this proposal (assuming a quorum is present). |
Q: | What if I fail to vote or abstain? |
• | The merger proposal: An abstention or failure to vote will have the same effect as a vote cast “AGAINST” the merger proposal. |
• | The merger-related compensation proposal: An abstention will have the same effect as a vote cast “AGAINST” the merger-related compensation proposal. If a Timberline stockholder is not present at the special meeting and does not respond by proxy, it will have no effect on the vote for the merger-related compensation proposal (assuming a quorum is present). |
• | The adjournment proposal: An abstention will have the same effect as a vote cast “AGAINST” the adjournment proposal. If a Timberline stockholder is not present in-person at the special meeting and does not respond by proxy, it will have no effect on the vote for the adjournment proposal (assuming a quorum is present). |
Q: | What will happen if I return my proxy card or voting instruction form without indicating how to vote? |
Q: | May I change or revoke my vote after I have delivered my proxy card or voting instruction form? |
• | submitting a proxy at a later time by internet or telephone until 11:59 p.m. Eastern Time on July 18, 2024; |
• | signing and returning a new proxy card with a later date; or |
• | delivering, before 6:00 p.m. Eastern Time on July 18, 2024, to Timberline at 9030 North Hess St., Suite 161, Hayden, ID 83835, written revocation of your most recent proxy. |
Q: | What are the material U.S. federal income tax consequences of the merger? |
Q: | Am I entitled to exercise appraisal rights in connection with the merger instead of receiving the merger consideration for my shares of Timberline common stock? |
Q: | What will happen to Timberline options? |
Q: | What will happen to Timberline warrants? |
Q: | What happens if I sell my shares of Timberline common stock after the record date but before the special meeting? |
Q: | Are there any risks that I should consider in deciding whether to vote in favor of the merger proposal? |
Q: | What should I do if I receive more than one set of voting materials? |
Q: | Where can I find the voting results of the special meeting? |
Q: | Whom should I contact if I have any questions about the proxy materials or voting? |
• | initiate, encourage, seek or solicit, or take any action to knowingly facilitate (including by way of furnishing non-public information), directly or indirectly, any inquiries or the making or submission of any proposal that constitutes an acquisition proposal with respect to itself; |
• | participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to itself or any of its subsidiaries or afford access to the properties, books or records of itself or any of its subsidiaries to any person or group of persons (or any of their affiliates or representatives) that has made an acquisition proposal with respect to it; or |
• | approve or recommend, make any public statement approving or recommending, or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an acquisition proposal with respect to itself (other than acceptable confidentiality agreements). |
• | Mr. McDowell beneficially owned, directly or indirectly, 9,487,000 shares of Timberline common stock and 656,522 options as set out under “The Merger – Share Ownership of Directors, Executive Officers and Certain Beneficial Owners of Timberline”. Mr. McDowell’s holdings represent approximately 5.0% of the outstanding shares of Timberline common stock on a non-diluted basis. |
• | Mr. Matlack beneficially owned, directly or indirectly, 17,204,961 shares of Timberline common stock, 3,562,500 warrants and 604,348 options as set out under “Interests of Directors and Executive Officers of Timberline in the Merger – Share Ownership of Directors, Executive Officers and Certain Beneficial Owners of Timberline”. Mr. McDowell’s holdings represent approximately 9.1% of the outstanding shares of Timberline common stock on a non-diluted basis. |
• | the approval by Timberline stockholders of the Timberline merger proposal; |
• | the registration statement on Form S-4, of which this proxy statement/prospectus forms a part, becoming effective under the Securities Act, and no stop order or any claim, demand, notice, action, suit, arbitration, proceeding, audit or investigation by the SEC seeking a stop order having been issued; |
• | the absence of any order entered into by a governmental body of competent jurisdiction or any applicable law enjoining or otherwise prohibiting the consummation of the merger; |
• | McEwen having filed with the NYSE and TSX the application for listing of additional shares with respect to the shares of McEwen common stock issued or issuable as merger consideration and such shares having been approved and authorized for listing on the NYSE and TSX; |
• | The accuracy of the representations and warranties of McEwen or Timberline, as applicable, made in the merger agreement (subject to the materiality standards set forth in the merger agreement); |
• | McEwen or Timberline, as applicable, having performed in all material respects all of the covenants and agreements under the merger agreement required to be performed by or complied with it at or prior to the closing date of the merger; |
• | the absence of the occurrence of a material adverse effect of Timberline since the date of the merger agreement; and |
• | the receipt of an officer’s certificate executed by an executive officer of the other party certifying that the conditions described in the three preceding bullet points have been satisfied. |
• | by mutual written consent of Timberline and McEwen, duly authorized by each of the Timberline Board and the McEwen board of directors (the “McEwen Board”); or |
• | by either Timberline or McEwen: |
○ | if the consummation of the merger does not occur on or before October 13, 2024, referred to as the outside date, except that if the effective time of the merger has not occurred by October 13, 2024 due to the fact the McEwen registration statement on Form S-4 is not yet effective but all other conditions to closing have been satisfied (other than those conditions that by their terms are to be satisfied at the closing, each of which is capable of being satisfied), the outside date will automatically be extended to November 12, 2024; except that this right to terminate the merger agreement will not be available to any party whose breach of its representations and warranties or the failure to perform any obligation under the merger agreement has principally caused or resulted in the failure of the merger to be consummated on or before that date; |
○ | if the merger has been made illegal or permanently enjoined from occurring; |
○ | if the Timberline stockholder approval is not obtained following a vote thereon at the Timberline stockholders’ meeting; |
○ | upon the other party’s uncured breach of the merger agreement; |
• | by McEwen, if the Timberline Board effects a company adverse change recommendation prior to obtaining the Timberline stockholder approval; or |
• | by Timberline, in order to enter into a definitive agreement with respect to a superior proposal prior to obtaining the Timberline stockholder approval. |
• | McEwen terminates the merger agreement after the Timberline Board effects a company adverse change recommendation prior to obtaining the Timberline stockholder approval; |
• | Timberline terminates the merger agreement in order to enter into a definitive agreement with respect to a superior proposal prior to obtaining the Timberline stockholder approval; or |
• | The merger agreement is terminated by Timberline or McEwen after Timberline stockholder approval is not obtained following a vote thereon at the Timberline stockholders’ meeting and (A) at any time after the date of the merger agreement and prior to such termination, an acquisition proposal is publicly announced or publicly made known to the Timberline Board or Timberline stockholders and not withdrawn prior to such termination and (B) within 12 months of such termination, Timberline either consummates an acquisition |
• | The merger proposal: The merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of Timberline common stock entitled to vote thereon. Failures to vote, broker non-votes and abstentions will have the same effect as votes cast “AGAINST” this proposal. |
• | The merger-related compensation proposal: The merger-related compensation proposal requires the affirmative vote of holders of a majority of the outstanding shares of Timberline common stock present in person or represented by proxy at the special meeting and entitled to vote thereon. Failures to be present in-person or by proxy, including broker non-votes, will have no effect on the vote for this proposal (assuming a quorum is present). Abstentions will have the same effect as votes cast “AGAINST” this proposal. Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on Timberline. Accordingly, if the merger proposal is approved and the merger is completed, the merger-related compensation will be payable to Timberline’s NEOs, subject only to the conditions applicable thereto, regardless of the outcome of the approval of the merger-related compensation proposal. |
• | The adjournment proposal: The adjournment proposal requires the affirmative vote of holders of a majority of the outstanding shares of Timberline common stock present in person or represented by proxy at the special meeting and entitled to vote thereon. Failures to be present in-person or by proxy, including broker non-votes, will have no effect on the vote for this proposal (assuming a quorum is present). Abstentions will have the same effect as votes cast “AGAINST” this proposal. The approval of the adjournment proposal is not a condition precedent to the approval of the merger proposal or the closing of the merger. |
| | McEwen Common Stock | | | Timberline Common Stock | | | Implied Per Share Value of Merger Consideration | |
April 15, 2024 | | | $11.26 | | | $0.04 | | | $0.11 |
June 7, 2024 | | | $10.63 | | | $0.11 | | | $0.11 |
• | the risk that Timberline stockholders may not approve the merger agreement; |
• | uncertainties as to the timing to consummate the merger; |
• | the uncertainty of the value of the merger consideration due to the fixed exchange ratio and potential fluctuation in the market price of McEwen common stock; |
• | the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement, including under circumstances that might require Timberline to pay or cause to be paid a termination fee of $400,000 to McEwen; |
• | the possibility that the merger is delayed or does not occur; |
• | the risk that a condition to closing the merger may not be satisfied in a timely manner or at all; |
• | the effects of disruption to McEwen’s or Timberline’s respective businesses; |
• | negative effects of announcement of McEwen’s proposal to acquire Timberline or the announcement of the completion of the merger on the market price of McEwen’s and/or Timberline’s common stock, their financial performance and their respective ability to maintain business relationships; |
• | the risks related to Timberline being restricted in the operation of its business while the merger agreement is in effect; |
• | changing economic, regulatory (federal and state) and political environments in the U.S.; |
• | significant transaction and other costs in connection with the merger in excess of those anticipated by McEwen or Timberline; |
• | litigation relating to the merger and other unknown liabilities; |
• | McEwen’s ability to achieve the benefits and projected synergies from the merger; |
• | McEwen’s ability to promptly, efficiently and effectively integrate acquired operations into its own operations; |
• | the ability of Timberline to retain and hire key personnel; |
• | the diversion of management time on transaction-related issues; |
• | commodity price fluctuations; |
• | public health crises, such as pandemics (including COVID-19) and epidemics, and any related government policies and actions; |
• | disruptions in McEwen’s global supply chain, including supply chain constraints and escalation of the cost of goods and services; |
• | general domestic and international economic and political conditions and the global response to such conflict; |
• | actions of competitors or regulators; |
• | timing of exploration expenses; |
• | the potential liability resulting from pending or future litigation; |
• | McEwen’s future acquisitions or dispositions of assets or shares or the delay or failure of such transactions to close based on required closing conditions; |
• | the potential for gains and losses from asset dispositions or impairments; |
• | higher inflation and related impacts; |
• | material reductions in corporate liquidity and access to debt markets; |
• | the effects of changed accounting rules under GAAP; |
• | McEwen’s ability to identify and mitigate the risks and hazards inherent in operating in the global mining industry; and |
• | other risk factors as detailed from time to time in McEwen’s and Timberline’s reports filed with the SEC, including McEwen’s and Timberline’s respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including the risks and uncertainties set forth in or incorporated by reference into this proxy statement/prospectus in the section entitled “Risk Factors” beginning on page 23. See the section entitled “Where You Can Find More Information” beginning on page 85 of this proxy statement/prospectus. |
• | the market price of McEwen common stock and/or Timberline common stock could decline to the extent that the current market price reflects a market assumption that the transaction will be completed; |
• | Timberline could owe a termination fee of $400,000 to McEwen under certain circumstances; |
• | Amounts borrowed from McEwen under the concurrent bridge financing will become due; |
• | if the merger agreement is terminated and the Timberline Board seeks another business combination, Timberline stockholders cannot be certain that Timberline will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that the other party has agreed to in the merger agreement; |
• | time and resources committed by McEwen’s and Timberline’s respective management to matters relating to the merger could otherwise have been devoted to pursuing other beneficial opportunities for their respective companies; |
• | McEwen and/or Timberline may experience negative reactions from the financial markets or from their respective customers, suppliers or employees; and |
• | McEwen and Timberline will be required to pay their respective costs relating to the merger, such as legal, accounting, financial advisory and printing fees, whether or not the merger is completed. |
• | An exchange ratio of 0.01 shares of McEwen common stock for every one share of Timberline common stock, subject to continued evaluation in light of market conditions and other factors; |
• | The negotiation of a merger agreement with customary terms and conditions, with a proposed termination fee payable by Timberline in the amount of $400,000 in the event Timberline terminates the merger agreement to accept a superior proposal; |
• | The execution of voting and support agreements by all directors, executive officers and stockholders that collectively represent approximately 40% of Timberline’s outstanding common stock. |
• | strengthen McEwen’s core portfolio of projects in Nevada, a very favorable mining jurisdiction where Timberline has operated successfully since its inception, and where McEwen has one producing gold mine and several exploration assets; |
• | acquire gold mineral resources, as defined by S-K 1300, at a low per-ounce cost relative to similar transactions, and with potential to contribute to McEwen’s gold production growth within five years; |
• | grow McEwen’s portfolio of prospective exploration targets that may contribute to additional growth, including deep sulfide gold targets and poly-metallic base metal targets, that are speculative at this stage but merit thorough evaluation; |
• | realize synergies between Timberline’s projects and McEwen’s Gold Bar mine, including personnel, procurement, shared mine infrastructure, synergies in recruiting and human resources in the region around Eureka, Nevada; and |
• | achieve additional returns for McEwen’s shareholders from cost and tax efficiencies, increased production scale, an enhanced ability to work cooperatively with relevant governmental authorities, all of which are anticipated to be accretive over time to earnings per share. |
• | Greater Stockholder Value and Return Potential. The merger consideration to be paid to holders of Timberline common stock represented a premium of 162% over the closing trading price of Timberline common stock of $0.04 on April 15, 2024, the last trading day prior to public announcement of the merger, and 132% based on the 20-day average closing price for the period ended April 15, 2024. |
• | Ownership of Diversified Portfolio. The merger will enable Timberline stockholders to participate in the ownership of an Americas-focused gold-silver-copper producer, with three operating mines forecast to produce 130,000 to 145,000 gold-equivalent ounces in 2024 on an attributable basis. McEwen also owns 47.7% of McEwen Copper, which owns a 100% interest in the PEA-stage Los Azules project, the world’s 8th largest undeveloped copper project, located in San Juan, Argentina. |
• | Potential Accelerated Development of the Eureka Project. The greater financial and management capabilities of the combined company may permit the potential accelerated development of Timberline’s Eureka project by consolidation with McEwen’s operating Gold Bar mine located in Eureka County, central Nevada. |
• | Proven Management Team and Board of Directors for McEwen. McEwen has a management team and a board of directors with demonstrated experience in financing, acquiring, building and operating mines. |
• | Enhanced Capital Markets Profile. As a larger and more diversified company, McEwen appeals to a broader institutional shareholder base, increased research coverage, and improved share trading liquidity. |
• | Risks Associated with Operating as a Stand-alone Business. The Timberline Board determined that entering into the merger agreement with McEwen provided the best alternative to create stockholder value from the Timberline assets on a short-, intermediate- and long-term basis, as compared to continued operations on a stand-alone basis in light of the compelling value proposition of the McEwen transaction. In particular, the Timberline Board considered Timberline’s need for additional equity capital, the cost and feasibility of obtaining that capital, and the likely attendant dilution to stockholders that would result. |
• | Receipt of Expert Advice and Fairness Opinion. The Timberline Board retained and received advice from experienced and qualified financial and legal advisors to assist in evaluating, negotiating and recommending the terms of the merger and the merger agreement. In addition, the Timberline Board considered the oral opinion of Cormark rendered to the Timberline Board on April 15, 2024, which opinion was subsequently confirmed by delivery to the Timberline Board of a written opinion dated as of the same date, to the effect that, as of such date and based upon and subject to the factors, assumptions, qualifications and any limitations set forth in Cormark’s written opinion, the merger consideration to be paid to the holders of Timberline common stock in the proposed merger (other than McEwen and its Affiliates) was fair, from a financial point of view, to such holders, as more fully described below under the heading “—Opinion of Timberline’s Financial Advisor” beginning on page 37. |
• | Terms of the Merger Agreement. The Timberline Board reviewed and considered the terms of the merger agreement, taken as a whole, including the parties’ representations, warranties and covenants, and the circumstances under which the merger agreement may be terminated, and concluded that such terms are reasonable and fair to Timberline. The Timberline Board also reviewed and considered the conditions to the completion of the merger. The Timberline Board noted in particular that the completion of the merger is not subject to any financing condition or any condition based upon McEwen stockholder approval, which enhances the likelihood that the merger will be completed. |
• | Fixed Exchange Ratio. The Timberline Board considered that because the merger consideration is based on a fixed exchange ratio rather than a fixed value, Timberline stockholders will bear the risk of a decrease in the trading price of McEwen common stock during the pendency of the merger and the merger agreement does not provide Timberline with a collar or a value-based termination right. |
• | Risks Associated with the Pendency of the Merger. The risks and contingencies relating to the announcement and pendency of the merger, including the potential for diversion of management and employee attention and the potential effect of the combination on the businesses of both companies and the restrictions on the conduct of Timberline’s business during the period between the execution of the merger agreement and the completion of the merger. |
• | Possible Failure to Achieve Synergies. The potential challenges and difficulties in integrating the operations of Timberline and McEwen and the risk that anticipated cost savings and operational efficiencies between the two companies, or other anticipated benefits of the merger, might not be realized or might take longer to realize than expected. Moreover, the potential future development of Timberline’s Eureka project may not occur on a reasonable timeframe or at all. |
• | Termination Fee and Repayment of Note. The Timberline Board considered that Timberline would be required to pay to McEwen a termination fee of $400,000 in the event Timberline were to terminate the merger agreement in order for Timberline to enter into a superior proposal, should one be made, or if the merger agreement were to be terminated by McEwen in connection with a change in the Timberline Board’s recommendation to its stockholders with respect to adoption of the merger agreement. Moreover, if the Timberline Board were to terminate the merger agreement in order to enter into an acquisition agreement for a superior proposal, the amounts borrowed from McEwen under the bridge financing would become payable within five days. |
• | Restrictions on Third-Party Discussions. The Timberline Board considered that the merger agreement required Timberline to terminate all discussions with potential alternative transaction counterparties while noting that Timberline would only have the right to respond to alternative proposals that might be made by such parties pursuant to and in accordance with the applicable terms of the merger agreement. |
• | Small Pro Forma Ownership. The Timberline Board considered that, based on the implied value of the merger consideration as of April 15, 2024, Timberline stockholders would only own approximately 4% of McEwen on a fully-diluted, in-the-money basis after the merger. |
• |
• | a draft of the merger agreement; |
• | drafts of the voting agreements; |
• | drafts of the Note; |
• | the non-binding summary of indicative terms, dated as of March 12, 2024; |
• | Annual Reports on Form 10-K of the Company for the fiscal years ended September 30, 2023, 2022, and 2021; |
• | Quarterly Reports on Form 10-Q of the Company for the quarters ended December 31, 2023, June 30, 2023, March 31, 2023, December 31, 2022, June 30, 2022, March 31, 2022, December 31, 2021, June 30, 2021, and March 31, 2021; |
• | the proxy statement for the Company dated May 16, 2023; |
• | Annual Reports on Form 10-K of McEwen for the fiscal years ended December 31, 2023, 2022, and 2021; |
• | Quarterly Reports on Form 10-Q of McEwen for the quarters ended September 30, 2023, June 30, 2023, March 31, 2023, September 30, 2022, June 30, 2022, March 31, 2022, September 30, 2021, June 30, 2021, and March 31, 2021; |
• | the NI 43-101 Technical Report on the mineral resource estimations of the Lookout Mountain Project in Eureka County, Nevada effective September 1, 2023, prepared by RESPEC Company LLC; |
• | other certain publicly available information relating to the business, operations, financial condition and trading history of Timberline and McEwen; |
• | certain internal financial, operational, corporate and other information with respect to the Company, as well as internal operating and financial projections prepared by the Company consisting of an internal estimate of its cash balance; |
• | public information with respect to selected precedent transactions Cormark considered relevant; |
• | other publicly available information relating to selected public companies considered by Cormark to be relevant, including published reports by equity research analysts and industry reports; |
• | a certificate as to certain factual matters and the completeness and accuracy of certain information upon which the opinion is based, provided by senior officers of the Company; and |
• | such other information, investigations, analyses and discussions as Cormark considered necessary or appropriate for the purposes of its opinion. |
(i) | Precedent Transactions Analysis; and |
(ii) | Comparable Public Companies Analysis. |
• | 26-Feb-24 Contact Gold Corp. – Orla Mining Ltd. |
• | 15-Jan-24 Orford Mining Corporation – Alamos Gold Inc. |
• | 5-Dec-23 Vanstar Mining Resources Inc. – IAMGOLD Corporation |
• | 6-Apr-23 ATAC Resources Ltd. – Hecla Mining Company |
• | 28-Feb-23 Manitou Gold Inc. – Alamos Gold Inc. |
• | 27-Apr-22 Genesis Metals Corp. – Northern Superior Resources Inc. |
• | 11-Mar-22 Gatling Exploration – MAG Silver |
• | 21-Jan-21 QMX Gold Corporation – Eldorado Gold Corporation |
• | 2-Mar-20 Balmoral Resources Ltd. – Wallbridge Mining Company Ltd. |
• | 14-May-19 Alexandria Minerals Corporation – O3 Mining Inc. |
• | 2-Aug-18 Northern Empire Resources Corp. – Coeur Mining Inc. |
(i) | EV/oz in respect of Timberline’s total mineral resources. The results of the selected precedent transactions analysis are summarized below: |
| | Adjusted EV / oz | |
Mean | | | $59 |
Median | | | $24 |
Minimum | | | $9 |
Maximum | | | $191 |
(ii) | Cormark applied multiple ranges based on the 1st and 3rd quartiles of the selected metric and determined the implied equity price per share of Timberline common stock and then compared those implied equity values per share to the consideration of $0.113 per share. The results of this analysis implied a range of equity prices per share of $0.034 to $0.138. |
• | Augusta Gold Corp. |
• | Western Exploration Inc. |
• | NevGold Corp. |
• | Getchell Gold Corp. |
• | Gold Springs Resource Corp. |
• | Allegiant Gold Ltd. |
• | CopAur Minerals Inc. |
• | Gold Basin Resources Corporation |
• | Lahontan Gold Corp. |
(i) | EV/oz in respect of Timberline’s total mineral resources. The results of the selected public companies’ analysis are summarized below: |
| | EV / oz | |
Mean | | | $21 |
Median | | | $26 |
Minimum | | | $4 |
Maximum | | | $48 |
(ii) | Cormark applied multiple ranges based on the 1st and 3rd Quartiles of the selected metric and determined the implied equity price per share of Timberline common stock and then compared those implied equity values per share to the consideration of $0.113 per share. The results of this analysis implied a range of equity prices per share of $0.029 to $0.062. |
• | daily trading activity, volumes and price history; |
• | the relative number of shares to be offered versus the number of shares of McEwen outstanding and in the public float of McEwen; |
• | at 0.010 exchange ratio, approximately 1.8 MM shares of McEwen would be issued (approximately 4% of the pro forma entity), representing approximately 4 days of trading of McEwen based on 100% of the volume traded on the TSX and NYSE calculated using last 12 months average daily volume; and |
• | additional information that Cormark deemed necessary. |
(i) | Historical trading prices of Timberline on the OTCQB during the 52-week period ending April 15, 2024; |
(ii) | The premiums implied by the merger consideration relative to the closing price and 20-day volume-weighted average trading price of Timberline Shares on the OTCQB based on the closing price and 20-day volume-weighted average price of McEwen shares as at April 15, 2024; and |
(iii) | Other factors or analyses, which Cormark has judged, based on its experience in rendering such opinions, to be relevant in the context of the transactions contemplated by the merger agreement, including certain risks relating to the transaction and other strategic alternatives, including the maintenance of the status quo. |
• | The relevant price per share of Timberline common stock is $0.10, which is the average closing price per share of Timberline common stock as reported on the OTCQB over the first five business days following the first public announcement of the transaction on April 16, 2024; |
• | The effective time of the merger as referenced in this section occurs on May 31, 2024, which is the assumed date of the effective time solely for purposes of the disclosure in this section; |
• | The employment of each NEO of Timberline was terminated by Timberline without “cause” upon a “change of control” (as such terms are defined in the relevant plans and agreements) immediately following the effective time of the merger; and |
• | Each NEO has properly executed and not revoked any required release agreement described in the section below entitled “—Executive Severance Arrangements—Release of Claims” necessary to receive the payments and benefits described below. |
Named Executive Officer | | | Cash ($)(1) | | | Equity Awards ($)(2) | | | Benefits ($) | | | Total ($) |
Patrick Highsmith | | | 243,000 | | | — | | | — | | | $243,000 |
Steven Osterberg | | | 175,000 | | | 9,130 | | | 9,758 | | | $193,888 |
Ted Sharp | | | — | | | 3,043 | | | — | | | $3,043 |
(1) | Amounts shown include cash severance payments under the Highsmith Amendment and the Osterberg Amendment, as applicable, equal to 12 months of the NEO’s base salary as in effect as of the change of control. The cash severance payments are considered to be “double trigger,” which means that both a change of control, such as the merger, and another event (i.e., a qualifying termination on or within 12 months of the merger) must occur prior to such benefits being provided to the NEO. Also included is an estimated transaction bonus payment for Mr. Highsmith and Dr. Osterberg equal to the product of 750,000 and 250,000, respectively, multiplied by the relevant $0.10 price per share noted above (see “—Certain Assumptions” above); the actual amount of such payment will be calculated based on the volume-weighted average trading price per share of the common stock of Timberline (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source selected by the Company) on each of the five consecutive days on which the Company’s shares of common stock are traded on the OTCQB ending on (and including) the trading day that is three trading days prior to the change of control (see “—Executive Severance Arrangements” above). The transaction bonus payment is “single trigger,” which means that solely the effective time of the merger must occur prior to such payment being provided to the NEO (see “—Executive Severance Arrangements” above). The estimated amount of each such payment is set forth in the table below: |
Named Executive Officer | | | Cash Severance (Double Trigger) | | | Transaction Bonus (Single Trigger) |
Patrick Highsmith | | | 168,000 | | | 75,000 |
Steven Osterberg | | | 150,000 | | | 25,000 |
Ted Sharp | | | — | | | — |
(2) | The amount shown reflect the value of “in-the-money” vested stock options (i.e. stock options with an exercise price expected to be less than the volume weighted average price of a share of Timberline common stock for the five trading days ending on, and including, the third trading day immediately preceding the effective time of the merger) that are automatically converted into shares of Timberline common stock pursuant to the merger agreement, The amounts in this column are equal to the excess of the average closing market price of the Company’s common stock over the first five business days following the first public announcement of the transaction (equal to $0.10) over the applicable option exercise price, multiplied by the applicable number of “in-the-money” options converted. The “in-the-money” stock options reflected in this column are as follows: Dr. Osterberg - 456,522 options with an exercise price of $0.08; and Mr. Sharp - 152,173 options with an exercise price of $0.08. The following stock options held by our NEOs are expected to be “out-of-the-money” (i.e. the exercise price is expected to be greater than the volume weighted average price of a share of Timberline common stock for the five trading days ending on, and including, the third trading day immediately preceding the effective time of the merger) and are therefore not included in the table above as they are expected to be cancelled for no consideration pursuant to the merger agreement: Mr. Highsmith - 750,000 options with an exercise price of $0.27 and 500,000 options with an exercise price of $0.25; Dr. Osterberg - 250,000 options with an exercise price of $0.27 and 200,000 options with an exercise price of $0.25; and Mr. Sharp 150,000 options with an exercise price of $0.25. |
(3) | The amounts shown reflect the value of continued participation in the Company’s group health plan for the period of three months to which Dr. Osterberg would be entitled upon a qualifying termination of employment under the Osterberg Amendment. This benefit is considered to be “double trigger,” which means that both a change of control, such as the merger, and another event (i.e., a qualifying termination on or within 12 months of the merger) must occur prior to such benefits being provided to Dr. Osterberg. |
| | Timberline Common Stock Beneficially Owned | ||||||||||
Name | | | Number of Shares of Common Stock | | | Common Stock Underlying Derivative Securities | | | Total | | | Percent of Class** |
Leigh Freeman(a)(1) Chairman of the Board, Director | | | 65,066 | | | 605,217 | | | 670,283 | | | * |
Steven Osterberg(c)(2) VP - Exploration | | | 1,108,994 | | | 906,522 | | | 2,015,516 | | | 1.06 |
Donald McDowell(a)(3) Former VP - Corporate Development, Director | | | 9,487,000 | | | 656,522 | | | 10,143,522 | | | 5.34 |
William Matlack(a)(4) Director | | | 17,204,961 | | | 4,166,848 | | | 21,371,809 | | | 11.25 |
Patrick Highsmith(b)(5) Chief Executive Officer, Director | | | — | | | 1,250,000 | | | 1,250,000 | | | * |
Pamela Saxton(a)(6) Director | | | — | | | 200,000 | | | 200,000 | | | * |
Ted R. Sharp(c)(7) Chief Financial Officer | | | — | | | 302,173 | | | 302,173 | | | * |
All directors and executive officers as a group (7 persons) | | | 27,866,021 | | | 8,087,282 | | | 35,953,303 | | | 18.92% |
| | Timberline Common Stock Beneficially Owned | ||||||||||
Name | | | Number of Shares of Common Stock | | | Common Stock Underlying Derivative Securities | | | Total | | | Percent of Class** |
Americas Gold Exploration, Inc.(a)(3) Donald McDowell 2131 Stone Hill Circle Reno, NV 89519 | | | 9,487,000 | | | 656,552 | | | 10,143,552 | | | 5.34 |
Crescat Global Macro Master Fund LTD Crescat Long/Short Fund LLP Crescat Precious Metals Master Fund LTD Kevin and Linda Smith Living Trust(8) Kevin Smith, 44 Cook Street, Suite 100 Denver, CO 80206 | | | 26,455,579 | | | 4,499,998 | | | 30,955,577 | | | 16.29 |
Jupiter Investment Management(9) Zig Zag Building 70 Victoria Street London, United Kingdom SW1E 6SQ | | | 25,933,705 | | | 5,000,000 | | | 30,933,705 | | | 16.28 |
* | less than 1%. |
** | The percentages listed for each shareholder are based on 189,998,710 shares outstanding as of June 7, 2024 and assume the exercise by that shareholder only of their entire option or warrant, exercisable within 60 days of June 7, 2024. |
(a) | Director only. |
(b) | Officer and director. |
(c) | Officer only. |
(1) | A vested option to purchase 365,217 shares was granted to Mr. Freeman on October 29, 2019 with an exercise price of $0.08 per share and an expiration date of October 29, 2024. A vested option to purchase 240,000 shares was granted to Mr. Freeman on May 6, 2021 with an exercise price of $0.25 per share and an expiration date of May 6, 2026. |
(2) | A vested option to purchase 456,522 shares was granted to Dr. Osterberg on October 29, 2019 with an exercise price of $0.08 per share and an expiration date of October 29, 2024. A vested option to purchase 250,000 shares was granted to Dr. Osterberg on October 8, 2020 with |
(3) | Mr. McDowell, a director of the Company, is the principal holder of shares of Americas Gold Exploration, Inc., owning approximately 75% of the voting securities of that company. A vested option to purchase 456,522 shares was granted to Mr. McDowell on October 29, 2019 with an exercise price of $0.08 per share and an expiration date of October 29, 2024, a vested option to purchase 200,000 shares was granted to Mr. McDowell on May 6, 2021 with an exercise price of $0.25 per share and an expiration date of May 6, 2026, each held personally by Mr. McDowell. Includes 9,487,000 shares owned by Americas Gold Exploration, Inc. |
(4) | A vested option to purchase 304,348 shares was granted to Mr. Matlack on October 29, 2019 with an exercise price of $0.08 per share and an expiration date of October 29, 2024. A vested option to purchase 200,000 shares was granted to Mr. Matlack on May 6, 2021 with an exercise price of $0.25 per share and an expiration date of May 6, 2026. Mr. Matlack acquired units on October 19, 2019 which included 7,125,000 share of common stock and 3,562,500 warrants exercisable at a price of $0.12 per share that expire on October 15, 2024. Mr. Matlack’s warrants include a voluntary provision in which he is prohibited from exercising those warrants if doing so would result in ownership exceeding 20.0%, therefore, the beneficial ownership percentage for Mr. Matlack is limited to the maximum allowed by that provision. |
(5) | An option to purchase 750,000 shares was granted to Mr. Highsmith on October 8, 2020 with an exercise price of $0.27 per share and an expiration date of October 8, 2025, of which all 750,000 are vested as of October 8, 2023. A vested option to purchase 500,000 shares was granted to Mr. Highsmith on May 6, 2021 with an exercise price of $0.25 per share and an expiration date of May 6, 2026. |
(6) | A vested option to purchase 200,000 shares was granted to Ms. Saxton on May 6, 2021 with an exercise price of $0.25 per share and an expiration date of May 6, 2026. |
(7) | A vested option to purchase 152,173 shares was granted to Mr. Sharp on October 29, 2019 with an exercise price of $0.08 per share and an expiration date of October 29, 2024. A vested option to purchase 150,000 shares was granted to Mr. Sharp on May 6, 2021 with an exercise price of $0.25 per share and an expiration date of May 6, 2026. |
(8) | This group of affiliated stockholders (the “Crescat Group”) acquired units on August 13, 2020 which included 16,363,636 shares of common. This stockholder acquired units on June 29, 2021 which included 1,250,000 shares of common stock. This stockholder acquired 2,000,000 shares of common stock in a private placement on April 22, 2022. The Crescat Group acquired units on August 31, 2023, which included 4,000,000 common shares and 2,000,000 warrants exercisable at a price of $0.08 per share that expire on August 31, 2026. The Crescat Group acquired units on December 28 2023, which included 2,500,000 common shares and 2,500,000 warrants exercisable at a price of $0.06 per share that expire on December 28, 2027. Includes 150,000 common shares purchased on the open market. |
(9) | Jupiter Investment Management (“Jupiter”) acquired 15,933,705 shares of common stock in April of 2022. Jupiter acquired units on August 24, 2023, which included 10,000,000 common shares and 5,000,000 warrants exercisable at a price of $0.08 per share that expire on August 31, 2026. |
• | a bank, thrift, mutual fund, or other financial institution; |
• | a tax-exempt organization or government organization; |
• | a real estate investment trust or real estate mortgage investment conduit; |
• | a partnership, S corporation or other pass-through entity (or an investor in a partnership, S corporation or other pass-through entity); |
• | an insurance company; |
• | a regulated investment company; |
• | a dealer or broker in stocks and securities, commodities or currencies; |
• | a trader in securities that elects mark-to-market treatment; |
• | a holder of shares of Timberline common stock subject to the alternative minimum tax provisions of the Code; |
• | individual retirement or other tax deferred accounts; |
• | a holder of shares of Timberline common stock that received Timberline common stock through the exercise of an employee stock option, as a restricted stock award, through a tax qualified retirement plan or otherwise as compensation; |
• | a holder of shares of Timberline common stock that has a functional currency other than the U.S. dollar; |
• | a holder of shares of Timberline common stock that is required to accelerate the recognition of any item of gross income with respect to Timberline common stock as a result of such income being recognized on an applicable financial statement; |
• | a holder of shares of Timberline common stock that holds Timberline common stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction; |
• | certain former citizens or long-term residents of the United States.; or |
• | holders who directly, indirectly or constructively own (or at any time during the five-year period ending on the date of the merger owned) 5% or more Timberline common stock. |
• | A U.S. holder will not recognize any gain or loss, and no amount will be includible in the income of such U.S. holder, as a result of the exchange of Timberline common stock for McEwen common stock in the merger. |
• | The aggregate tax basis of the McEwen common stock received in exchange for Timberline common stock by a U.S. holder in the merger will equal the aggregate adjusted tax basis of such U.S. holder’s Timberline common stock exchanged therefor. |
• | A U.S. holder’s holding period in the McEwen common stock received in exchange for Timberline common stock in the merger will include the holding period in such U.S. holder’s Timberline common stock exchanged therefor. |
• | due organization, valid existence, good standing and qualification to do business; |
• | corporate authorization of the merger agreement and the transactions contemplated by the merger agreement and the valid and binding nature of the merger agreement; |
• | capitalization; |
• | the absence of any conflicts or violations of organizational documents and other agreements or laws; |
• | required consents and approvals from governmental entities; |
• | documents filed with the SEC, financial statements, and applicable securities exchange regulations; |
• | the absence of certain developments; |
• | the absence of a material adverse effect; |
• | the absence of certain legal proceedings; |
• | brokers and transaction-related fees; and |
• | accuracy of information supplied or to be supplied in connection with this proxy statement/prospectus. |
• | board of director approval of the transactions contemplated by the merger agreement and stockholder voting requirements in connection with such transactions; |
• | the ownership of subsidiaries; |
• | internal controls and disclosure controls and procedures relating to financial reporting; |
• | documents filed on SEDAR+; |
• | the absence of certain undisclosed liabilities; |
• | the conduct of businesses in the ordinary course; |
• | real property; |
• | tax matters and the intended tax treatment of various transactions; |
• | material contracts; |
• | intellectual property; |
• | information technology and data protection; |
• | insurance coverage; |
• | employee benefit plans; |
• | possession of, and compliance with, permits necessary for the conduct of the business and compliance with applicable laws; |
• | compliance with certain domestic and foreign corruption laws; |
• | environmental matters; |
• | mineral resources; |
• | operations; |
• | labor and employment matters; |
• | anti-takeover laws; and |
• | receipt of opinion from financial advisor. |
• | changes, effects, events, circumstances, occurrences, state of facts or developments generally affecting the mineral exploration or extraction industry in the geographic regions in which Timberline and its subsidiaries operate; |
• | general economic or regulatory, legislative or political conditions or securities, credit, financial or other capital markets conditions in any jurisdiction; |
• | failure, in and of itself, by Timberline to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period; |
• | geopolitical conditions, the outbreak or escalation of hostilities, any acts of war (whether or not declared) (including with respect to the Russian Federation and Ukraine or any matter arising therefrom), sabotage, terrorism (including cyber-terrorism), man-made disaster, epidemics, pandemics or disease outbreaks (including COVID-19) or any escalation or worsening of any of the foregoing; |
• | any volcano, tsunami, hurricane, tornado, windstorm, flood, earthquake, wildfire or other natural disaster or any conditions resulting from such natural disasters; |
• | any change or announcement of a potential change, in and of itself, in Timberline’s or any of its subsidiaries’ credit, financial strength or claims paying ratings or the ratings of any of Timberline’s or its subsidiaries’ businesses; |
• | any change, in and of itself, in the market price, ratings or trading volume of Timberline’s or any of its subsidiaries’ securities; |
• | any change in applicable laws (including COVID-19 measures) or GAAP (or interpretation or enforcement thereof), including accounting and financial reporting pronouncements by the SEC and the Financial Accounting Standards Board, or FASB; |
• | the announcement, pendency or consummation of the transactions contemplated by the merger agreement, including the impact thereof on relationships, contractual or otherwise, of Timberline its subsidiaries with employees, suppliers, governmental authorities, or any third person, except that this exception does not apply with respect to any representation or warranty that is intended to address the consequences of the execution, delivery and performance of the merger agreement; or |
• | any action taken by Timberline, or that Timberline caused one or more of its subsidiaries to take, or any failure of Timberline or any of its subsidiaries to take an action, pursuant to the merger agreement or at the written direction or with the written consent of McEwen; |
• | declare, set aside or pay any dividends on or make any other distributions in respect of any of its capital stock or redeem, repurchase or otherwise acquire any shares of its capital stock or options to purchase Timberline common stock (except for (1) dividends or distributions by Timberline’s direct or indirect subsidiaries solely to its parent or (2) intercompany purchases of capital stock among Timberline and its subsidiaries); |
• | issue, sell, pledge, dispose of or encumber or authorize the issuance, sale, pledge, disposition or encumbrance of (1) any shares of beneficial interests, capital stock or other ownership interest in Timberline or any of its subsidiaries, (2) any securities convertible into or exchangeable or exercisable for any such shares or ownership interest or (3) any rights, warrants or options to acquire any such ownership interests or convertible securities, or take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan or take any action to cause to be exercisable any otherwise unexercisable option under any existing share option plan (except for issuances of shares of Timberline common stock in respect of any exercise of outstanding options or warrants or transactions solely between or among Timberline and its wholly owned subsidiaries); |
• | except as required by Timberline’s existing employee benefits plans or compensation arrangements, ordinary course welfare benefit plan changes at the end of a plan year, or as otherwise required by applicable law: (1) increase the compensation or other benefits payable or provided to any of Timberline’s or any of its subsidiaries’ officers, directors, independent contractors, leased personnel or employees (except for such increases for Timberline’s employees in the ordinary course of business consistent with |
• | amend or propose to amend or permit the adoption of (1) any amendment to the organizational documents of Timberline or (2) any non-ministerial amendment to the organizational documents of Timberline’s subsidiaries; |
• | effect a recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; |
• | adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring or recapitalization of Timberline or any of its significant subsidiaries; |
• | make any capital expenditures; |
• | acquire or agree to acquire any equity interest in or acquire a portion of the material assets or business of any person (or any division or line of business thereof), including in each case by merging or consolidating; |
• | (1) incur any indebtedness or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities, guarantee any debt securities of another person, renew or extend any existing credit or loan arrangements, enter into any “keep well” or other agreement to maintain any financial condition of another person (except for (x) intercompany transactions or arrangements among Timberline and its subsidiaries, (y) agreements or arrangements or borrowings incurred under Timberline’s or any of its subsidiaries’ existing credit facilities and (z) short-term indebtedness incurred in the ordinary course of business consistent with past practice), (2) make any loans or advances to any other person (other than intercompany transactions or arrangements among one or more of Timberline and its subsidiaries) or (3) make any capital contributions to, or investments in, any other person (except for intercompany transactions or arrangements among one or more of Timberline and its subsidiaries); |
• | enter into any contract that would, after the effective time of the merger, materially restrict McEwen and its subsidiaries (including the surviving corporation and its subsidiaries) from engaging or competing in any line of business or in any geographic area; |
• | except in the ordinary course of business consistent with past practice, sell, transfer, assign, mortgage, encumber or otherwise dispose of assets with a fair market value in excess of $50,000 in the aggregate; |
• | commence, pay, discharge, settle, compromise or satisfy any pending or threatened litigation, arbitration or similar proceedings except for monetary settlements entered in the ordinary course of business consistent with past practice in an amount less than $50,000 in any single instance or $50,000 in the aggregate; |
• | change any of its financial or tax accounting methods or practices in any respect, except as required by GAAP or applicable law; |
• | (1) make, change or revoke any tax election with respect to Timberline and its subsidiaries, (2) file any amended tax return or claim for refund of taxes with respect to Timberline and its subsidiaries, (3) enter into any “closing agreement” affecting any tax liability or refund of taxes with respect to Timberline and its subsidiaries, (4) extend or waive the application of any statute of limitations regarding the assessment or collection of any tax with respect to Timberline and its subsidiaries, (5) settle or compromise any material tax liability or refund of material taxes with respect to Timberline and its subsidiaries, or (6) take any action prior to the effective time of the merger that would reasonably be expected to prevent or impede the merger from qualifying as a “reorganization” within the meaning of Section 368 of the Code; |
• | waive, release or assign any rights or claims under or renew (other than automatic renewals), modify or terminate (other than termination by natural expiration) certain specified material contracts, in any material respect in a manner which taken as a whole is adverse to Timberline and its subsidiaries, or which could prevent or materially delay the consummation of the merger or the other transactions contemplated by the merger agreement past the outside date (or any extension thereof) under the merger agreement; |
• | cease to maintain certain specified insurance policies and, prior the expiration of any such policy, renew such policy on substantially similar terms to the extent such insurance is available on commercially reasonable terms; or |
• | agree or commit to take, any of the foregoing actions. |
• | initiate, encourage, seek or solicit, or take any action to knowingly facilitate (including by way of furnishing non-public information), directly or indirectly, any inquiries or the making or submission of any proposal that constitutes an acquisition proposal with respect to itself; |
• | participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to itself or any of its subsidiaries or afford access to the properties, books or records of itself or any of its subsidiaries to any person or group of persons (or any of their affiliates or representatives) that has made an acquisition proposal with respect to it; or |
• | approve or recommend, make any public statement approving or recommending, or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an acquisition proposal with respect to itself (other than acceptable confidentiality agreements). |
• | withdraw (or amend, qualify or modify in a manner adverse to McEwen or Merger Sub), or publicly propose to withdraw (or amend, qualify or modify in a manner adverse to McEwen or Merger Sub), the approval, recommendation or declaration of advisability by its board of directors, or any of its committees, of the transactions contemplated by the merger agreement; |
• | propose publicly to recommend, adopt or approve any acquisition proposal with respect to itself; |
• | fail to publicly reaffirm or re-publish its recommendation within 10 business days of being requested by McEwen to do so (or if earlier, at least two days business days prior to the meeting of its stockholders); |
• | fail to send to its stockholders, within ten business days after the commencement of a tender or exchange offer relating to its shares of common stock (or if earlier, at least two business days prior to the meeting of its stockholders), a statement disclosing that it recommends rejection of such tender or exchange offer and reaffirming its recommendation; or |
• | authorize, cause or permit Timberline or any of its subsidiaries to execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, amalgamation agreement or other similar agreement related to any acquisition proposal, other than any acceptable confidentiality agreements. |
• | until four business days after Timberline provides written notice to McEwen advising it that the Timberline Board has received a superior proposal, specifying the material terms and conditions of such superior proposal, identifying the person or group of persons making such superior proposal, and including copies of all material documents pertaining to such superior proposal; |
• | if, during such four business day period, McEwen (it being understood that any change to the financial or other material terms and conditions of a superior proposal will require an additional notice to McEwen of two business days running from the date of such notice) irrevocably proposes any alternative transaction (including any modifications to the terms of the merger agreement), unless the Timberline Board determines in good faith, after good faith negotiations between the parties (if such negotiations are requested by McEwen) during such four business day period (after and taking into account all financial, legal and regulatory terms and conditions of such alternative transaction proposal and expected timing of consummation and the relative risks of non-consummation of the alternative transaction proposal and the superior proposal) that such alternative transaction proposal is not at least as favorable to Timberline and its stockholders as the superior proposal; and |
• | unless the Timberline Board determines in good faith, after consultation with Timberline’s financial advisors and outside legal counsel, that the failure to make a company adverse recommendation change would be reasonably likely to be inconsistent with its fiduciary duties to Timberline stockholders. |
• | obligations of McEwen to take all actions necessary to cause Merger Sub to perform its obligations under the merger agreement and to consummate the merger on the terms and conditions set forth in the merger agreement; |
• | the preparation by Timberline (with the reasonable assistance and cooperation of McEwen) of this proxy statement/prospectus; |
• | the preparation by McEwen (with the reasonable assistance and cooperation of Timberline) of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part; |
• | the cooperation between Timberline and McEwen in connection with public announcements; |
• | the cooperation between Timberline and McEwen in connection with any claim, demand, notice, action, suit, arbitration, proceeding, audit or investigation commenced or, to such party’s knowledge, threatened against such party that relates to the merger agreement, the voting and support agreements, or the transactions contemplated thereby; |
• | the filing by McEwen with the NYSE and TSX of an application for listing additional shares covering the McEwen shares to be issued or issuable in connection with the merger; |
• | the delisting of Timberline common stock from the TSXV, the ceasing of Timberline common stock to be quoted on the OTCQB, the deregistration of Timberline common stock under the Exchange Act, and the ceasing of Timberline as a reporting issuer under Canadian securities laws; |
• | taking actions to complete the merger and eliminate the effects of any antitakeover or similar statute or regulation that is or becomes applicable to the transactions contemplated by the merger agreement; |
• | the refraining from taking any actions which would or would reasonably be expected to prevent or impede the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; |
• | the cooperation between Timberline and McEwen and use of reasonable best efforts to obtain opinions of tax counsel that the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code; and |
• | the obligations of Timberline, on the one hand, and McEwen and Merger Sub, on the other hand, to notify the other party or parties promptly upon learning of any change, occurrence, effect, condition, fact, event or circumstance that causes or is reasonably likely to cause or constitute a material breach of its representations, warranties, or covenants contained in the merger agreement or the failure of any of the conditions of the merger agreement to be satisfied. |
• | the approval by Timberline stockholders of the Timberline merger proposal; |
• | the registration statement on Form S-4, of which this proxy statement/prospectus forms a part, becoming effective under the Securities Act, and no stop order or any claim, demand, notice, action, suit, arbitration, proceeding, audit or investigation by the SEC seeking a stop order having been issued; |
• | the absence of any order entered into by a governmental body of competent jurisdiction or any applicable law enacted or promulgated, in each case, that (whether temporary or permanent) is then in effect and has the effect of enjoining or otherwise prohibiting the consummation of the merger; |
• | McEwen having filed with the NYSE and TSX the application for listing of additional shares with respect to the shares of McEwen common stock issued or issuable pursuant to the merger agreement (including the shares of McEwen common stock issuable upon exercise of Timberline warrants) and such shares shall have been approved and authorized for listing on the NYSE and TSX; |
• | certain representations and warranties of McEwen or Timberline, as applicable, made in the merger agreement relating to organization, good standing, corporate power, corporate authority, board of director approval, stockholder voting requirements, brokers, and/or anti-takeover laws being true and correct in all respects or all material respects as of the closing date of the merger as though made on the closing date (except to the extent such representations and warranties expressly relate to a specific date or the date of the merger agreement, in which case such representations and warranties must be true and correct in all material respects as of such date); |
• | certain representations and warranties of McEwen or Timberline, as applicable, made in the merger agreement relating to its capital structure being true and correct in all respects as of the closing date of the merger as though made on the closing date (except to the extent such representations and warranties expressly relate to a specific date or as of the date of the merger agreement, in which case such representations and warranties must be true and correct in all material respects as of such date) except for any de minimis inaccuracies; |
• | the representation and warranty of Timberline relating to the absence of a material adverse effect since December 31, 2023, being true and correct as of the closing date of the merger as though made on the closing date; |
• | each other representation and warranty of McEwen or Timberline, as applicable, made in the merger agreement (without giving effect to any limitation as to materiality, material adverse effect or any similar limitation set forth therein) being true and correct as of the closing date of the merger as though made on the closing date (except to the extent such representations and warranties relate to a specific date or as of the date of the merger agreement, in which case such representations and warranties must be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct does not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on such party; |
• | McEwen or Timberline, as applicable, having performed in all material respects all of the covenants and agreements under the merger agreement required to be performed by or complied with it at or prior to the closing date of the merger; |
• | the absence of the occurrence of a material adverse effect of McEwen or Timberline since the date of the merger agreement; and |
• | the receipt of an officer’s certificate executed by an executive officer of the other party certifying that the conditions described in the six preceding bullet points have been satisfied. |
• | by mutual written consent of Timberline and McEwen, duly authorized by each of the Timberline Board and the McEwen Board; or |
• | by either Timberline or McEwen: |
• | by McEwen if the Timberline Board effects a company adverse change recommendation prior to obtaining the Timberline stockholder approval; or |
• | by Timberline in order to enter into a definitive agreement with respect to a superior proposal prior to obtaining the Timberline stockholder approval. |
• | McEwen terminates the merger agreement after the Timberline Board effects a company adverse change recommendation prior to obtaining the Timberline stockholder approval; |
• | Timberline terminates the merger agreement in order to enter into a definitive agreement with respect to a superior proposal prior to obtaining the Timberline stockholder approval; or |
• | the merger agreement is terminated by Timberline or McEwen after Timberline stockholder approval is not obtained following a vote thereon at the Timberline stockholders’ meeting and (A) at any time after the date of the merger agreement and prior to such termination, an acquisition proposal is publicly announced or publicly made known to the Timberline Board or Timberline stockholders and not withdrawn prior to such termination and (B) within 12 months of such termination, Timberline either consummates an acquisition proposal or enters into a definitive agreement to consummate an acquisition proposal and Timberline thereafter consummates such acquisition proposal (whether or not within such 12-month period), where all references in the definition of acquisition proposal in the merger agreement to “twenty percent (20%)” are deemed to be references to “fifty percent (50%).” |
• | The merger proposal: to vote on a proposal to adopt the merger agreement, which is further described in the sections titled “The Merger” and “The Merger Agreement,” beginning on pages 30 and 52, respectively, and a copy of which is attached as Annex A to the proxy statement/prospectus of which this notice is a part (the “merger proposal”); |
• | The merger-related compensation proposal: to vote on an advisory (non-binding) proposal to approve the compensation that may be paid or become payable to Timberline’s NEOs that is based on or otherwise related to the merger; and |
• | The adjournment proposal: to vote on a proposal to approve the adjournment of the Timberline special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement. |
• | the adjournment is for more than 30 days, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting; or |
• | a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, in which case a notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the meeting. |
• | The merger proposal: The merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of Timberline common stock entitled to vote thereon. Failures to vote, broker non-votes and abstentions will have the same effect as votes cast “AGAINST” this proposal. |
• | The merger-related compensation proposal: The merger-related compensation proposal requires the affirmative vote of holders of a majority of the outstanding shares of Timberline common stock present in person or represented by proxy at the special meeting and entitled to vote thereon. Failures to be present in-person or by proxy, including broker non-votes, will have no effect on the vote for this proposal (assuming a quorum is present). Abstentions will have the same effect as votes cast “AGAINST” this proposal. Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on Timberline. Accordingly, if the merger proposal is approved and the merger is completed, the merger-related compensation will be payable to Timberline’s NEOs, subject only to the conditions applicable thereto, regardless of the outcome of the approval of the merger-related compensation proposal. |
• | The adjournment proposal: The adjournment proposal requires the affirmative vote of holders of a majority of the outstanding shares of Timberline common stock present in person or represented by proxy at the special meeting and entitled to vote thereon. Failures to be present in-person or by proxy, including broker non-votes, will have no effect on the vote for this proposal (assuming a quorum is present). Abstentions will have the same effect as votes cast “AGAINST” this proposal. The approval of the adjournment proposal is not a condition precedent to the approval of the merger proposal or the closing of the merger. |
• | Telephone: To submit your proxy by telephone, call 1-800-690-6903. Have your proxy card in hand when you call and then follow the instructions to vote your shares. If you vote by telephone, you must do so no later than 11:59 p.m. Eastern Time on July 18, 2024; |
• | Internet: To submit your proxy via the internet, go to www.proxyvote.com. Have your proxy card in hand when you access the website and follow the instructions to vote your shares. If you vote via the internet, you must do so no later than 11:59 p.m. Eastern Time on July 18, 2024; or |
• | Mail: To submit your proxy by mail, simply mark your proxy card, date and sign it and return it in the postage-paid envelope. If you do not have the postage-paid envelope, please mail your completed proxy card to the following address: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you vote by mail, your proxy card must be received no later than 6:00 p.m. Eastern Time on July 18, 2024. |
• | submitting a proxy at a later time by internet or telephone until 11:59 p.m. Eastern Time on July 18, 2024; |
• | signing and returning a new proxy card with a later date; |
• | delivering, before 6:00 p.m. Eastern Time on July 18, 2024, to Timberline at 9030 North Hess St., Suite 161, Hayden, ID 83835, written revocation of your most recent proxy. |
The Merger Proposal |
The Merger-Related Compensation Proposal |
The Adjournment Proposal |
| | Rights of McEwen Stockholders | | | Rights of Timberline Stockholders | |
Authorized Capital Stock | | | The authorized capital stock of McEwen consists of 200,000,000 shares of common stock, no par value per share, and 10,000,000 shares of preferred stock, no par value per share. | | | The authorized capital stock of Timberline consists of 500,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share. |
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Special Meetings of Stockholders; Action by Written Consent | | | Under the Colorado Act and McEwen’s bylaws, a special meeting of shareholders may be called by the president, the chairman of the board of directors or holders of at least 10% of the voting stock. | | | Under the DGCL, a special meeting of stockholders may be called by the board of directors or by any other person authorized to do so in the certificate of incorporation or by-laws. |
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| | The Colorado Act and McEwen’s bylaws further provide that any action required or permitted to be taken at a meeting of the shareholders of McEwen may be taken without a meeting if a consent in writing, setting forth the action so taken is signed by all of the shareholders entitled to vote with respect to the subject matter thereof. | | | Timberline’s bylaws provide that special meetings of Timberline stockholders may be called by a majority of the Timberline Board, chief executive officer or president or by one or more stockholders holding shares in aggregate entitled to cast not less than 33% of the shares eligible to vote at that special meeting. Unlike the DGCL, Timberline’s bylaws provide that, any action required or permitted to be taken at a stockholders meeting may be taken only upon the vote of stockholders at an annual or special meeting duly noticed and called in accordance with the DGCL and Timberline’s bylaws and may not be taken by written consent without a meeting. | |
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| | Rights of McEwen Stockholders | | | Rights of Timberline Stockholders | |
Stockholder Proposals and Nominations of Candidates for Election to the Board of Directors | | | McEwen’s articles of incorporation generally allow shareholders voting power for the election of directors. McEwen’s bylaws provide that nominations of candidates for election as directors at any annual meeting of shareholders at which directors will be elected may be made (i) by the board of directors, or (ii) by any shareholder entitled to vote in accordance with the procedures established in the bylaws further described below. The nominations of a candidate to the board of directors at an annual or special meeting of the shareholders may be made only (a) pursuant to the McEwen’s notice of meeting (or any supplement thereto), (b) by or at the direction of the board of directors, or (c) by any shareholder of McEwen (i) who was a shareholder of record (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed or such nomination or nominations are made, only if such beneficial owner was the beneficial owner of shares of McEwen) both at the time of giving of notice and on the record date for the determination of shareholders entitled to vote at the meeting, (ii) who is entitled to vote at the meeting upon such election of directors or such business, as the case may be, and (iii) who complies with the notice procedures. For nominations of a candidate to the board of directors before an annual or special meeting by a shareholder, other than a special meeting called by such shareholder, the shareholder (1) must have given timely notice thereof in writing and in proper form to the secretary of McEwen at the principal executive offices of McEwen, and (2) must provide any updates or supplements to such notice at such times and in the forms required by the bylaws. | | | Timberline’s certificate of incorporation generally allows stockholders voting power for the election of directors and all other purposes subject to such limitations as may be imposed by law. The holders of common stock, who are record holders at the time the notice described below is given, are entitled to vote at such annual meeting to nominate candidates for election to the Timberline Board and propose other business to be brought before an annual meeting. Timberline’s bylaws provide that if a stockholder calls a special meeting, the request must (i) be in writing, (ii) specify the time of such meeting and the general nature of the business proposed to be transacted, and (iii) be delivered personally, via registered mail, or by facsimile transmission to the chair of the Board, the chief executive officer, the president, or the secretary of the company. Stockholder meetings require advance notice of such meeting not less than ten or more than 60 days before the date of the meeting to each stockholder of record entitled to vote. Each stockholder entitled to vote at a meeting of the stockholders may authorize another person or persons to act for such stockholder by proxy authorized in writing. |
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| | Rights of McEwen Stockholders | | | Rights of Timberline Stockholders | |
Number of Directors | | | The Colorado Act provides that the number of directors constituting the board of directors is to be stated in or fixed in accordance with the bylaws of a corporation. McEwen’s bylaws provide that the McEwen board of directors shall fix the size of the board from time to time, but such number to be not less than three nor more than nine. McEwen currently has nine directors. Any directorship to be filled by reason of an increase in the number of directors must be filled by the affirmative vote of a majority of the directors then in office or by an election at an annual meeting, or at a special meeting of shareholders called for that purpose. If the number of directors to be elected at an annual meeting is increased and there is no public announcement by McEwen specifying the size of the increased Board at least one hundred days before the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required will be considered timely, but only with respect to nominees for any new positions created by such increase, if received by the secretary at the principal executive offices of McEwen not more than ten calendar days following the day on which such public announcement is first made by McEwen. | | | The DGCL provides that the board of directors of a Delaware corporation must consist of one or more directors, with the number of directors fixed by or in the manner provided in the corporation’s by-laws unless the certificate of incorporation fixes the number of directors. Timberline’s certificate of incorporation provides that the number of directors on the Timberline Board will be fixed from time to time by the Timberline Board but shall in no event be fewer than one nor more than fifteen directors. Timberline currently has five directors. Timberline’s bylaws require changes to the number of Directors be adopted by resolution of an affirmative vote of a majority of the total number of Directors then in office. |
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Election of Directors | | | Under the Colorado Act, the board of directors are elected at each annual shareholders’ meeting unless the articles of incorporation specify that the directors’ terms are staggered. Unlike the Colorado Act, cumulative voting is not allowed in the election of directors of McEwen under its articles of incorporation. | | | The DGCL provides that, unless the certificate of incorporation or by-laws provide otherwise, directors will be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. |
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| | McEwen’s bylaws provide that an annual meeting of shareholders is to be held for the election of directors and for the transaction of other business within the six months following fiscal year-end | | | Timberline’s bylaws provide that directors shall be elected by a plurality of votes validly cast and entitled to vote on the election of Directors. |
| | Rights of McEwen Stockholders | | | Rights of Timberline Stockholders | |
| | or on other date and time as may be determined from time to time by the board of directors. The bylaws further provide that each shareholder entitled to vote have the right to vote the number of shares owned for as many persons as there are directors to be elected in the election of directors. Those candidates receiving the highest number of votes cast in their favor (equal to the number of directors to be elected) are elected to the board of directors. | | | Holders of Timberline common stock do not have cumulative voting rights in the election of directors or otherwise. Timberline does not have a classified board. Timberline’s bylaws provides that directors shall be elected and hold office until their successor is duly elected and qualified. There is no set term but a director may resign at any time. | |
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Removal of Directors; Vacancies | | | The Colorado Act and McEwen’s bylaws provide that the shareholders may remove one or more directors with or without cause. Such removal must occur at a meeting called for the express purpose of removing directors by a majority vote of the shares entitled to vote. The Colorado Act and McEwen’s bylaws also provide that vacancies on the McEwen’s board may be filled by the shareholders or by the remaining directors, even if less than a quorum. | | | Timberline stockholders may remove directors with or without cause by the affirmative vote of the holders of a majority of the shares then entitled to vote at an election of directors. All vacancies on the Timberline Board, including vacancies resulting from newly created directorships due to an increase in the number of directors, may be filled by a majority vote of the directors then in office, even if less than a quorum, or by the sole remaining director, or such vacancies may be filled by the stockholders. |
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Limitation on Liability of Directors and Officers | | | Under the Colorado Act, the articles of incorporation may, but need not, include provisions limiting a director’s liability to the corporation or the shareholders for money damages for taking or failing to take an action, except liability for (i) the amount of a financial benefit received by a director to which the director is not entitled; (ii) an intentional infliction of harm on the corporation or shareholders; (iii) a violation of the Colorado Act regarding unlawful distributions; or (iv) an intentional violation of criminal law. McEwen’s articles of incorporation provides that to the fullest extent permitted by the Colorado Act, a director of McEwen shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. | | | In August 2022, the DGCL was amended to permit Delaware corporations to exculpate officers from monetary damages for breach of fiduciary duty in certain circumstances, if so provided in the corporation’s certificate of incorporation. As of the date hereof, Timberline’s certificate of incorporation does not contain a provision exculpating officers from such liability. Timberline’s certificate of incorporation provides that no director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director, except to the extent provided for by applicable law (1) for any breach of the directors duty of loyalty to the corporation or its |
| | Rights of McEwen Stockholders | | | Rights of Timberline Stockholders | |
| | | | stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (3) pursuant to section 174 of the DGCL, or (4) for any transaction from which such director derived an improper personal benefit. Additionally, a director of Timberline shall not be liable to the fullest extent permitted by any amendment to the DGCL hereafter enacted that further limits the liability of a director. | ||
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Indemnification of Directors and Officers; Expenses | | | Under the Colorado Act, a corporation may generally indemnify a person made a party to a proceeding because the person is or was a director or officer of the corporation against any obligation incurred with respect to the proceeding to pay a judgment, settlement, penalty, fine or reasonable expenses incurred in the proceeding if the director or officer acted in good faith and certain other conditions are satisfied. The Colorado Act also authorizes a Colorado corporation to pay for or reimburse the reasonable expenses incurred by a director or officer in defending a proceeding in advance of the final disposition of the proceeding if certain requirements are satisfied. McEwen’s articles of incorporation provides that McEwen may indemnify each director, officer and any employee or agent of the corporation, his heirs, executors and administrators, against expenses reasonably incurred or any amounts paid by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer, employee or agent of the corporation to the full extent permitted by the Colorado Act as now existing or as hereafter amended. | | | Under the DGCL, a Delaware corporation must indemnify its present and former directors and officers against expenses (including attorneys’ fees) actually and reasonably incurred to the extent that the officer or director has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against him or her by reason of the fact that he or she is or was a director or officer of the corporation. Delaware law provides that a corporation may indemnify its present and former directors, officers, employees and agents, as well as any individual serving with another corporation in that capacity at the corporation’s request against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement of actions taken, if the individual acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of a criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful; except that no indemnification may be paid for judgments, fines and amounts paid in settlement in actions by or in the right of the corporation to procure a judgment in its favor. A corporation may not indemnify a current or former director or officer of the corporation against expenses to the |
| | Rights of McEwen Stockholders | | | Rights of Timberline Stockholders | |
| | | | extent the person is adjudged to be liable to the corporation unless a court approves the indemnity. Timberline’s certificate of incorporation provides that it will indemnify its directors and officers to the fullest extent permitted by the DGCL. In addition, Timberline has obtained policies of directors’ and officers’ liability insurance. Timberline is required under its by-laws to advance expenses incurred by such person who is a director or officer of Timberline in connection with any such action, suit or proceeding prior to its final disposition so long as the person undertakes to repay any advanced amounts if it is ultimately determined that he or she is not entitled to be indemnified. | ||
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Amendments to Certificate of Incorporation | | | Under the Colorado Act, an amendment to a corporation’s articles of incorporation must be proposed either by the board of directors or by the holders of at least 10% of the voting stock and must be approved by the shareholders with the votes cast in favor of the amendment exceeding the votes cast against. | | | As provided under the DGCL, any amendment to Timberline’s certificate of incorporation requires (i) the approval of the Timberline Board and (ii) the approval of a majority of the voting power of the outstanding stock entitled to vote upon the proposed amendment. |
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Amendments to Bylaws | | | The Colorado Act and McEwen’s bylaws provide that the bylaws may be amended by the board of directors or by the shareholders, with the votes cast in favor of such amendment exceeding the votes cast against. | | | Timberline’s bylaws may be altered, amended or repealed by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Timberline common stock entitled to vote thereon at any annual or special meeting of stockholders. Timberline’s bylaws may also be altered, amended or repealed by a resolution of the Timberline Board approved by at least a majority of the directors then in office except that any action taken by the Timberline Board may be changed or repealed by the stockholders in accordance with the prior sentence. Additionally, the board may adopt emergency bylaws pursuant to Section 110 of the DGCL. |
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| | Rights of McEwen Stockholders | | | Rights of Timberline Stockholders | |
Stockholder Rights Plan | | | McEwen currently does not have a stockholder rights plan. | | | Timberline currently does not have a stockholder rights plan. |
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Forum Selection | | | McEwen does not have an exclusive forum provision in its governing documents. | | | Timberline’s bylaws provide that, unless Timberline consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of Timberline, (2) any action asserting a claim of breach of fiduciary duty owed by a director, officer or other employee of Timberline to Timberline or its stockholders, (3) any action asserting a claim against Timberline or any director, officer or other employee of Timberline arising pursuant to any provision of the DGCL or Timberline’s certificate of incorporation or bylaws or (4) any action asserting a claim governed by the internal affairs doctrine. |
• | Annual report on Form 10-K (as amended) for the fiscal year ended December 31, 2023; |
• | Quarterly report on Form 10-Q for the quarter ended March 31, 2024; |
• | Definitive proxy statement on Schedule 14A for the 2024 annual meeting of stockholders; |
• | Current reports on Form 8-K filed on April 18, 2024 (other than the portions of those documents not deemed to be filed pursuant to the rules promulgated under the Exchange Act); and |
• | The description of the McEwen common stock filed as Form 8-A on October 28, 2010, as updated by Exhibit 4.1 to McEwen’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including any amendment or report filed with the SEC for the purpose of updating this description. |
• | Annual report on Form 10-K (as amended) for the fiscal year ended September 30, 2023; |
• | Quarterly reports on Form 10-Q for the quarter ended December 31, 2023 and March 31, 2024; |
• | Current reports on Form 8-K filed on November 15, 2023, December 20, 2023, December 28, 2023 and April 16, 2024 (other than the portions of those documents not deemed to be filed pursuant to the rules promulgated under the Ex-change Act); and |
• | The description of the Timberline common stock contained in Timberline’s Registration Statement on Form 8-A, filed on May 8, 2008, which incorporates by reference the description of our securities contained in Timberline’s Registration Statement on Form 10-SB, as filed on September 29, 2005 (File No. 000-51549), as amended, including any amendment or report filed with the SEC for the purpose of updating this description. |
McEwen Mining Inc. 150 King Street West, Suite 2800 Toronto, ON M5H 1J9 Attention: Carmen Diges Telephone: (866) 441-0690 | | | Timberline Resources Corporation 9030 North Hess Street, Suite 161 Hayden, ID 83835 Attention: Cathy Osterberg Telephone: (866) 513-4859 |
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Exhibit A | | | Form of Voting and Support Agreement |
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Exhibit B | | | Amended and Restated Certificate of Incorporation of the Surviving Corporation |
| | Notices to Parent or Merger Sub prior to the Closing Date: | ||||
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| | McEwen Mining Inc. | ||||
| | 150 King Street West | ||||
| | Suite 2800 | ||||
| | Toronto, ON M5H 1J9 | ||||
| | Attention: | | | General Counsel | |
| | Email: | | | notices@mcewenmining.com | |
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| | with copies (which shall not constitute notice) to: | ||||
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| | Hogan Lovells US LLP | ||||
| | 1601 Wewatta Street, Suite 900 | ||||
| | Denver, CO 80202 | ||||
| | Attention: | | | George A. Hagerty | |
| | Email: | | | george.hagerty@hoganlovells.com | |
| | | |
| | and to: | | | ||
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| | Hogan Lovells US LLP | ||||
| | 390 Madison Ave | ||||
| | New York, NY 10017 | ||||
| | Attention: | | | Richard Aftanas | |
| | Email: | | | richard.aftanas@hoganlovells.com | |
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| | Notices to the Company: | ||||
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| | Timberline Resources Corporation | ||||
| | 9030 North Hess Street, Suite 161 | ||||
| | Hayden, ID 83835 | ||||
| | Attention: | | | Patrick Highsmith | |
| | Email: | | | highsmith@timberline-resources.com | |
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| | with a copy (which shall not constitute notice) to: | ||||
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| | Davis Graham and Stubbs LLP | ||||
| | 1550 17th Street, Suite 500 | ||||
| | Denver, CO 80202 | ||||
| | Attention: | | | Brian Boonstra | |
| | Email: | | | brian.boonstra@dgslaw.com |
| | PARENT: | ||||
| | | | |||
| | MCEWEN MINING INC. | ||||
| | | | |||
| | By: | | | /s/ Stefan Spears | |
| | | | Name: Stefan Spears | ||
| | | | Title: Vice President of Corporate Development | ||
| | | | |||
| | MERGER SUB: | ||||
| | | | |||
| | LOOKOUT MERGER SUB, INC. | ||||
| | | | |||
| | By: | | | /s/ Stefan Spears | |
| | | | Name: Stefan Spears | ||
| | | | Title: Treasurer |
| | COMPANY: | ||||
| | | | |||
| | TIMBERLINE RESOURCES CORPORATION | ||||
| | | | |||
| | By: | | | /s/ Patrick Highsmith | |
| | | | Name: Patrick Highsmith | ||
| | | | Title: President and Chief Executive Officer |
• | the terms and conditions of the Transaction will be fully described in a proxy statement of Timberline (the “Proxy Statement”) to be mailed to Timberline shareholders (the “Timberline Shareholders”) in connection with the special meeting of the Timberline Shareholders to be held to consider and, if deemed advisable, approve the Transaction; and |
• | each of the directors and officers of Timberline will enter into a voting and support agreement (collectively, the “Voting Agreements”) pursuant to which each of them will agree to vote their Timberline Shares in favor of the Transaction. |
a) | a draft of the Merger Agreement; |
b) | drafts of Voting Agreements; |
c) | drafts of the documents in respect of the Bridge Facility |
d) | the non-binding summary of indicative terms dated as of March 12, 2024; |
e) | Annual Reports on Form 10-K of the Company for the fiscal years ended September 30, 2023, 2022, and 2021; |
f) | Quarterly Reports on Form 10-Q of the Company for the quarters ended December 31, 2023, June 30, 2023, March 31, 2023, December 31, 2022, June 30, 2022, March 31, 2022, December 31, 2021, June 30, 2021, and March 31, 2021; |
g) | the proxy statement for the Company dated May 16, 2023; |
h) | Annual Reports on Form 10-K of McEwen for the fiscal years ended December 31, 2023, 2022, and 2021; |
i) | Quarterly Reports on Form 10-Q of McEwen for the quarters ended September 30, 2023, June 30, 2023, March 31, 2023, September 30, 2022, June 30, 2022, March 31, 2022, September 30, 2021, June 30, 2021, and March 31, 2021; |
j) | the NI 43-101 Technical Report on the mineral resource estimations of the Lookout Mountain Project in Eureka County, Nevada (“Eureka”) effective September 1, 2023, prepared by RESPEC Company LLC; |
k) | other certain publicly available information relating to the business, operations, financial condition and trading history of Timberline and McEwen; |
l) | certain internal financial, operational, corporate and other information with respect to the Company, as well as internal operating and financial projections prepared by the Company (and discussions with management with respect to such information and projections); |
m) | discussions with management of the Company relating to the Company’s current business, plan, financial condition and prospects; |
n) | public information with respect to selected precedent transactions we considered relevant; |
o) | other publicly available information relating to selected public companies considered by us to be relevant, including published reports by equity research analysts and industry reports; |
p) | a certificate as to certain factual matters and the completeness and accuracy of certain information upon which the Opinion is based, addressed to us and dated as of the date hereof, provided by senior officers of the Company (the “Certificate”); and |
q) | such other information, investigations, analyses and discussions as we considered necessary or appropriate. |
Item 20. | Indemnification of Directors and Officers |
Item 21. | Exhibits and Financial Statement Schedules |
Exhibit Number | | | Description |
| | Agreement and Plan of Merger, dated April 16, 2024, among McEwen Mining Inc., Lookout Merger Sub, Inc. and Timberline Resources Corporation (included as Annex A to the proxy statement/prospectus, which forms a part of this registration statement) | |
| | ||
| | Second Amended and Restated Articles of Incorporation of McEwen Mining Inc. as filed with the Colorado Secretary of State on January 20, 2012 (incorporated by reference to Exhibit 3.1 to McEwen Mining Inc.’s Current Report on Form 8-K filed with the SEC on January 24, 2012) | |
| | ||
| | Articles of Amendment to the Second Amended and Restated Articles of Incorporation of McEwen Mining Inc. as filed with the Colorado Secretary of State on January 24, 2012 (incorporated by reference to Exhibit 3.2 to McEwen Mining Inc.’s Current Report on Form 8-K filed with the SEC on January 24, 2012) | |
| | ||
| | Articles of Amendment to the Second Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to McEwen Mining Inc.’s Current Report on Form 8-K filed with the SEC on June 30, 2021) | |
| | ||
| | Articles of Amendment to the Second Amended and Restated Articles of Incorporation as filed with the Colorado Secretary of State on July 25, 2022 (incorporated by reference to Exhibit 3.1 to McEwen Mining Inc.’s Current Report on Form 8-K filed with the SEC on July 28, 2022) | |
| | ||
| | Articles of Amendment to the Second Amended and Restated Articles of Incorporation as filed with the Colorado Secretary of State on June 30, 2023 (incorporated by reference to Exhibit 3.1 to McEwen Mining Inc.’s Current Report on Form 8-K filed with the SEC on July 3, 2023) | |
| | ||
| | Amended and Restated Bylaws of McEwen Mining Inc. (incorporated by reference to Exhibit 3.2 to McEwen Mining Inc.’s Current Report on Form 8-K filed with the SEC on March 12, 2012) | |
| | ||
| | Opinion of Hogan Lovells US LLP | |
| | ||
| | Consent of Ernst & Young LLP, independent registered public accounting firm of McEwen Mining Inc. | |
| | ||
| | Consent of Assure CPA, LLP, independent registered public accounting firm of Timberline Resources Corporation. | |
| | ||
| | Consent of Hogan Lovells US LLP (included in Exhibit 5.1) | |
| | ||
| | Consent of Mining Plus US Corporation | |
| | ||
| | Consent of P&E Mining Consultants Inc. | |
| | ||
| | Consent of Samuel Engineering Inc. | |
| | ||
| | Consent of Stantec Consulting International Ltd. | |
| | ||
| | Consent of Knight Piesold Ltd. | |
| | ||
| | Consent of W. Dave Tyler | |
| | ||
| | Consent of SRK Consulting UK Limited | |
| | ||
| | Consent of Independent Mining Consultants Inc. |
Exhibit Number | | | Description |
| | Consent of Forte Dynamics, Inc. | |
| | ||
| | Consent of Kevin W. Kunkel | |
| | ||
| | Consent of Michael C. Baumann | |
| | ||
| | Consent of Benjamin Bermudez | |
| | ||
| | Consent of Sheila Daniel | |
| | ||
| | Consent of Steven Sibbick | |
| | ||
| | Consent of Piers Wendlandt | |
| | ||
| | Consent of Lewis Kitchen | |
| | ||
| | Consent of Benoit Bissonnette | |
| | ||
| | Consent of William Bagnell | |
| | ||
| | Consent of Daniel D. Downton | |
| | ||
| | Consent of Channa Kumarage | |
| | ||
| | Consent of Aleksandr Mitrofanov | |
| | ||
| | Consent of Kenneth Tylee | |
| | ||
| | Consent of James Tod | |
| | ||
| | Consent of SLR Consulting Ltd. | |
| | ||
| | Consent of Dr. Steven A. Osterberg. | |
| | ||
| | Consent of RESPEC Company LLC | |
| | ||
| | Power of Attorney (included on the signature page of this registration statement) | |
| | ||
| | Consent of Cormark Securities Inc. | |
| | ||
| | Form of Proxy Card for the Special Meeting of Timberline Resources Corporation | |
| | ||
| | Filing Fee Table |
* | Previously filed. |
** | Filed herewith. |
† | Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The undersigned registrant hereby undertakes to provide a copy of any of the omitted exhibits or schedules upon request by the U.S. Securities and Exchange Commission; provided, however, that the undersigned registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 for any exhibits or schedules so furnished. |
Item 22. | Undertakings |
(a) | The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”); (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(b) | The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | The undersigned registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(d) | The undersigned registrant hereby undertakes that, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(e) | The undersigned registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and (iv) any other communication that is an offer in the offering made by the registrant to the purchaser. |
(f) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(g) | The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer |
(h) | The undersigned registrant undertakes that every prospectus: (i) that is filed pursuant to the paragraph immediately preceding; or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(i) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the undersigned registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
(j) | The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. |
(k) | The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. |
| | McEwen Mining Inc. | |||||||
| | | | | | ||||
| | By: | | | /s/ Robert R. McEwen | ||||
| | | | Name: | | | Robert R. McEwen | ||
| | | | Title: | | | Chief Executive Officer |
Signature | | | Title | | | Date |
| | | | |||
/s/ Robert R. McEwen | | | Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) | | | June 13, 2024 |
Robert R. McEwen | | |||||
| | | | |||
/s/ Perry Ing | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | June 13, 2024 |
Perry Ing | | |||||
| | | | |||
/s/ Allen V. Ambrose | | | Director | | | June 13, 2024 |
Allen V. Ambrose | | |||||
| | | | |||
/s/ Ian Ball | | | Director | | | June 13, 2024 |
Ian Ball | | |||||
| | | | |||
/s/ Richard W. Brissenden | | | Director | | | June 13, 2024 |
Richard W. Brissenden | | |||||
| | | | |||
/s/ Michelle Makori | | | Director | | | June 13, 2024 |
Michelle Makori | | |||||
| | | | |||
/s/ Dr. Merri Sanchez | | | Director | | | June 13, 2024 |
Dr. Merri Sanchez | | |||||
| | | | |||
/s/ Nicolas Darveau-Garneau | | | Director | | | June 13, 2024 |
Nicolas Darveau-Garneau | | |||||
| | | | |||
/s/ William Shaver | | | Director | | | June 13, 2024 |
William Shaver | | |||||
| | | | |||
/s/ Robin Dunbar | | | Director | | | June 13, 2024 |
Robin Dunbar | |
Exhibit 5.1
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Hogan Lovells US LLP 1601 Wewatta Street, Suite 900 Denver,
CO 80202 T + 1 303 899 7300 F +1 303 899 7333 www.hoganlovells.com |
June 11, 2024
Board of Directors
McEwen Mining Inc.
150 King Street West, Suite 800
Toronto, Ontario
Canada M5H 1J9
To the addressee referred to above:
We are acting as counsel to McEwen Mining Inc., a Colorado corporation (the “Company”), in connection with its registration statement on Form S-4, as amended (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the proposed public offering of up to 2,208,688 shares of the common stock, no par value (the “Common Stock”) of the Company (the “Shares”), in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of April 16, 2024 (the “Merger Agreement”), by and among the Company, Lookout Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and Timberline Resources Corporation. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents and the conformity to authentic originals of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the Colorado Business Corporation Act, as amended. We express no opinion herein as to any other statutes, rules or regulations.
Based upon, subject to and limited by the assumptions, qualifications, exceptions, and limitations set forth in this opinion letter, we are of the opinion that following (i) effectiveness of the Registration Statement and (ii) issuance of the Shares by the Company in accordance with the terms of the Merger Agreement, the Shares will be validly issued, fully paid and nonassessable.
This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise of any changes in the foregoing subsequent to the effective date of the Registration Statement.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.
Very truly yours,
HOGAN LOVELLS US LLP
Toronto, Canada
|
/s/ Ernst & Young LLP
|
June 13, 2024
|
Chartered Professional Accountants
|
Licensed Public Accountants
|
Exhibit 23.4
CONSENT OF QUALIFIED THIRD-PARTY FIRM
MINING PLUS US CORPORATION
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
I, Peter Lock, on behalf of Mining Plus US Corporation, consent to:
● | the incorporation by reference to the technical report titled “SEC SK §229.1304 Technical Report on the San José Silver-Gold Mine Santa Cruz, Argentina” (the “Technical Report Summary”), with an effective date of December 25, 2020 and an issue date of April 20, 2021 and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as exhibits to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC, and any amendments, prospectuses or supplements thereto (the “Form S-4”); |
● | the use of and reference to our company name in the Form S-4, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, any estimates of the Technical Report Summary in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that were prepared by us, that we supervised the preparation of, and/or that were reviewed and approved by us, that is included or incorporated by reference in the Form S-4. |
We are responsible for authoring, and this consent pertains to, the Technical Report Summary. We certify that we have read the Form S-4 and that it fairly and accurately represents the information in the Technical Report Summary for which we are responsible.
MINING PLUS US CORPORATION | ||
By: | /s/ Peter Lock | |
Name: | Peter Lock | |
Title: | Director |
Exhibit 23.5
CONSENT OF QUALIFIED THIRD-PARTY FIRM
P&E MINING CONSULTANTS INC.
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
I, Eugene Puritch, on behalf of P&E Mining Consultants Inc., consent to:
● | the incorporation by reference to the technical report titled “SEC SK §229.1304 Technical Report on the San José Silver-Gold Mine Santa Cruz, Argentina” (the “Technical Report Summary”), with an effective date of December 25, 2020 and an issue date of April 20, 2021 and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as exhibits to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC, and any amendments, prospectuses or supplements thereto (the “Form S-4”); |
● | the use of and reference to our company name in the Form S-4, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, any estimates of the Technical Report Summary in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that were prepared by us, that we supervised the preparation of, and/or that were reviewed and approved by us, that is included or incorporated by reference in the Form S-4. |
We are responsible for authoring, and this consent pertains to, the Technical Report Summary. We certify that we have read the Form S-4 and that it fairly and accurately represents the information in the Technical Report Summary for which we are responsible.
P&E MINING CONSULTANTS INC. | ||
By: | /s/ Eugene Puritch | |
Name: | Eugene Puritch, P.Eng., FEC, CET | |
Title: | President |
Exhibit 23.6
CONSENT OF QUALIFIED THIRD-PARTY FIRM
SAMUEL ENGINEERING INC.
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
Samuel Engineering Inc. consents to:
● | the incorporation by reference to the technical report titled “SEC S-K 229.1304 Technical Report Summary Initial Assessment - Individual Disclosure Los Azules Copper Project, Argentina” (the “Technical Report Summary”), with an effective date of May 9, 2023, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in the Registration Statement on Form S-4 being filed by the Company with the SEC, and any amendments, prospectuses or supplements thereto (the “Form S-4”); |
● | the use of and reference to our company name in the Form S-4, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the Technical Report Summary in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that were prepared by us, that we supervised the preparation of, and/or that was reviewed and approved by us, that is included or incorporated by reference in the Form S-4. |
We are responsible for authoring, and this consent pertains to, the Technical Report Summary. We certify that we have read the Form S-4 and that they each fairly and accurately represent the information in the Technical Report Summary for which we are responsible.
By: | /s/ Samuel Engineering Inc. | |
Name: | Samuel Engineering Inc. |
Exhibit 23.7
CONSENT OF QUALIFIED THIRD-PARTY FIRM
STANTEC CONSULTING INTERNATIONAL LTD.
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
Stantec Consulting International Ltd. consents to:
● | the incorporation by reference to the technical report titled “SEC S-K 229.1304 Technical Report Summary Initial Assessment - Individual Disclosure Los Azules Copper Project, Argentina” (the “Technical Report Summary”), with an effective date of May 9, 2023, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC, and any amendments, prospectuses or supplements thereto (the “Form S-4”); |
● | the use of and reference to our company name in the Form S-4, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the Technical Report Summary in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that were prepared by us, that we supervised the preparation of, and/or that was reviewed and approved by us, that is included or incorporated by reference in the Form S-4. |
We are responsible for authoring, and this consent pertains to, the Technical Report Summary. We certify that we have read the Form S-4 and that they each fairly and accurately represent the information in the Technical Report Summary for which we are responsible.
By: | /s/ Stantec Consulting International Ltd. | |
Name: | Stantec Consulting International Ltd. |
Exhibit 23.8
CONSENT OF QUALIFIED THIRD-PARTY FIRM
KNIGHT PIESOLD LTD.
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
Knight Piesold Ltd. consents to:
● | the incorporation by reference to the technical report titled “SEC S-K 229.1304 Technical Report Summary Initial Assessment - Individual Disclosure Los Azules Copper Project, Argentina” (the “Technical Report Summary”), with an effective date of May 9, 2023, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in the Registration Statement on Form S-4 being filed by the Company with the SEC, and any amendments, prospectuses or supplements thereto (the “Form S-4”); |
● | the use of and reference to our company name in the Registration Statements, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the Technical Report Summary in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that were prepared by us, that we supervised the preparation of, and/or that was reviewed and approved by us, that is included or incorporated by reference in the Form S-4. |
We are responsible for authoring, and this consent pertains to, the Technical Report Summary. We certify that we have read the Form S-4 and that they each fairly and accurately represent the information in the Technical Report Summary for which we are responsible.
By: | /s/ Knight Piesold Ltd. | |
Name: | Knight Piesold Ltd. |
Exhibit 23.9
CONSENT
OF QUALIFIED PERSON
June 11, 2024
Re: Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
I, David Tyler, RM SME, consent to:
● | the incorporation by reference to the technical reports titled (a) “Gold Bar Project, S-K 1300 Technical Report Summary, Feasibility Study”, that is current as of March 4, 2022, (b) “SEC S-K 229.1304 Technical Report Summary Initial Assessment - Individual Disclosure Los Azules Copper Project, Argentina”, with an effective date of May 9, 2023, and (c) “Technical Report Summary on the Initial Assessment of the Fox Complex”, that is current as of December 31, 2021 (collectively, the “Technical Report Summaries”), each of which was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as exhibits to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC, and any amendments, prospectuses or supplements thereto (the “Form S-4”); |
● | the use of and reference to my name in the Form S-4, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summaries; and |
● | the incorporation by reference of any extracts from, or summary of, the Technical Report Summaries in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the Technical Report Summaries, or portions thereof, that were prepared by me, that I supervised the preparation of, and/or that were reviewed and approved by me, that are included or incorporated by reference in the Form S-4. |
I am responsible for authoring, and this consent pertains to, the Technical Report Summaries. I certify that I have read the Form S-4 and that it fairly and accurately represents the information in the Technical Report Summaries for which I am responsible.
By: | /s/ W. David Tyler | |
W. David Tyler, Registered Member, Society for Mining, Metallurgy and Exploration, #3288830 |
Exhibit 23.10
CONSENT OF QUALIFIED THIRD-PARTY FIRM
SRK CONSULTING UK LIMITED
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
SRK Consulting UK Limited consents to:
● | the incorporation by reference to the technical report titled “SEC S-K 229.1304 Technical Report Summary Initial Assessment - Individual Disclosure Los Azules Copper Project, Argentina” (the “Technical Report Summary”), with an effective date of May 9, 2023, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in the Registration Statement on Form S-4 being filed by the Company with the SEC, and any amendments, prospectuses or supplements thereto (the “Form S-4”); |
● | the use of and reference to our company name in the Form S-4, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the Technical Report Summary in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that were prepared by us, that we supervised the preparation of, and/or that was reviewed and approved by us, that is included or incorporated by reference in the Form S-4. |
We are responsible for authoring, and this consent pertains to, the Technical Report Summary. We certify that we have read the Form S-4 and that they each fairly and accurately represent the information in the Technical Report Summary for which we are responsible.
By: | /s/ SRK Consulting UK Limited | |
Name: | SRK Consulting UK Limited |
Exhibit 23.11
CONSENT OF QUALIFIED THIRD-PARTY FIRM
INDEPENDENT MINING CONSULTANTS, INC.
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
Independent Mining Consultants, Inc. (“IMC”), consent to:
● | the incorporation by reference to the technical report titled “Gold Bar Project, S-K 1300 Technical Report Summary, Feasibility Study” (the “Technical Report Summary”), that is current as of March 4, 2022, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC, and any amendments, prospectuses or supplements thereto (the “Form S-4”); |
● | the use of and reference to our company name in the Form S-4, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the Technical Report Summary in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that were prepared by us, that we supervised the preparation of, and/or that was reviewed and approved by us, that is included or incorporated by reference in the Form S-4. |
IMC is responsible for authoring, and this consent pertains to, the Technical Report Summary. IMC certifies that the Form S-4 has been read and that it fairly and accurately represents the information in the Technical Report Summary for which we are responsible.
INDEPENDENT MINING CONSULTANTS, INC. | ||
By: | /s/ Joseph S.C. McNaughton | |
Name: | Joseph S.C. McNaughton | |
Title: | Partner |
Exhibit 23.12
CONSENT OF QUALIFIED THIRD-PARTY FIRM
FORTE DYNAMICS, INC.
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
I, Barry L. Carlson, on behalf of Forte Dynamics, Inc., consent to:
● | the incorporation by reference to the technical report titled “Gold Bar Project, S-K 1300 Technical Report Summary, Feasibility Study” (the “Technical Report Summary”), that is current as of March 4, 2022, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC, and any amendments, prospectuses or supplements thereto (the “Form S-4”); |
● | the use of and reference to our company name in the Form S-4, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the Technical Report Summary in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that were prepared by us, that we supervised the preparation of, and/or that was reviewed and approved by us, that is included or incorporated by reference in the Form S-4. |
We are responsible for authoring, and this consent pertains to, the Technical Report Summary. We certify that we have read the Form S-4 and that it fairly and accurately represents the information in the Technical Report Summary for which we are responsible.
FORTE DYNAMICS, INC. | ||
By: | /s/ Barry L. Carlson | |
Name: | Barry L. Carlson | |
Title: | President |
Exhibit 23.13
CONSENT OF QUALIFIED PERSON
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
I, Kevin W. Kunkel, consent to:
● | the incorporation by reference to the technical report titled “Gold Bar Project, S-K 1300 Technical Report Summary, Feasibility Study” (the “Technical Report Summary”), that is current as of March 4, 2022, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC, and any amendments, prospectuses or supplements thereto (the “Form S-4”); |
● | the use of and reference to my name in the Form S-4, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the Technical Report Summary in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was prepared by me, that I supervised the preparation of, and/or that was reviewed and approved by me, that is included or incorporated by reference in the Form S-4. |
I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the Form S-4 and that it fairly and accurately represents the information in the Technical Report Summary for which I am responsible.
By: | /s/ Kevin W. Kunkel | |
Kevin W. Kunkel, Certified Professional Geologist, American Institute of Professional Geologists (AIPG), #11139 | ||
McEwen Mining Inc. |
Exhibit 23.14
CONSENT OF QUALIFIED PERSON
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
I, Michael C. Baumann, consent to:
● | the incorporation by reference to the technical report titled “Gold Bar Project, S-K 1300 Technical Report Summary, Feasibility Study” (the “Technical Report Summary”), that is current as of December 31, 2021, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC, and any amendments, prospectuses or supplements thereto (the “Form S-4”); |
● | the use of and reference to my name in the Form S-4, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the Technical Report Summary in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was prepared by me, that I supervised the preparation of, and/or that was reviewed and approved by me, that is included or incorporated by reference in the Form S-4. |
I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the Form S-4 and that it fairly and accurately represents the information in the Technical Report Summary for which I am responsible.
By: | /s/ Michael C. Baumann | |
Michael C. Baumann, Registered Member, Society for Mining, Metallurgy and Exploration, #189520 And Member of A.I.P.G. Certified Professional Geologist#10674 |
Exhibit 23.15
CONSENT OF QUALIFIED PERSON
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
I, Benjamin Bermudez, consent to:
● | the incorporation by reference to the technical report titled “Gold Bar Project, S-K 1300 Technical Report Summary, Feasibility Study” (the “Technical Report Summary”), that is current as of March 4, 2022, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC, and any amendments, prospectuses or supplements thereto (the “Form S-4”); |
● | the use of and reference to my name in the Form S-4, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the Technical Report Summary in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was prepared by me, that I supervised the preparation of, and/or that was reviewed and approved by me, that is included or incorporated by reference in the Form S-4. |
I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the Form S-4 and that it fairly and accurately represents the information in the Technical Report Summary for which I am responsible.
By: | /s/ Benjamin Bermudez | |
Benjamin Bermudez, PE (Nevada #029152) | ||
M3 Engineering & Technology Corporation |
Exhibit 23.16
CONSENT OF QUALIFIED PERSON
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
I, Sheila Ellen Daniel, consent to:
● | the incorporation by reference to the technical report titled “Technical Report Summary on the Initial Assessment of the Fox Complex” (the “Technical Report Summary”), that is current as of December 31, 2021, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC (the “Form S-4”); |
● | the use of and reference to my name in the Form S-4, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the Technical Report Summary in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the sections of the Technical Report Summary that were prepared by me, that is included or incorporated by reference in the Form S-4. |
I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the Form S-4 and that it fairly and accurately represents the information in the Technical Report Summary for which I am responsible.
By: | /s/ Sheila Ellen Daniel | |
Sheila Ellen Daniel, P. Geo. (0151) |
Exhibit 23.17
CONSENT OF QUALIFIED PERSON
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
I, Steven John Norman Sibbick, consent to:
● | the incorporation by reference to the technical report titled “Technical Report Summary on the Initial Assessment of the Fox Complex” (the “Technical Report Summary”), that is current as of December 31, 2021, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC (the “Form S-4”); |
● | the use of and reference to my name in the Form S-4, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the Technical Report Summary in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the sections of the Technical Report Summary that were prepared by me, that is included or incorporated by reference in the Form S-4. |
I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the Form S-4 and that it fairly and accurately represents the information in the Technical Report Summary for which I am responsible.
By: | /s/ Steven John Norman Sibbick | |
Steven John Norman Sibbick, P. Geo.(1820) |
Exhibit 23.18
CONSENT OF QUALIFIED PERSON
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
I, Piers Wendlandt, consent to:
● | the incorporation by reference to the technical report titled “Technical Report Summary on the Initial Assessment of the Fox Complex” (the “Technical Report Summary”), that is current as of December 31, 2021, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC (the “Form S-4”); |
● | the use of and reference to my name in the Form S-4, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the sections of the Technical Report Summary that were prepared by me in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the sections of the Technical Report Summary that were prepared by me, that is included or incorporated by reference in the Form S-4. |
I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the Form S-4 and that it fairly and accurately represents the information in the Technical Report Summary for which I am responsible.
By: | /s/ Piers Wendlandt | |
Piers Wendlandt, PE |
Exhibit 23.19
CONSENT OF QUALIFIED PERSON
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
I, Lewis Kitchen, consent to:
● | the incorporation by reference to the technical report titled “Technical Report Summary on the Initial Assessment of the Fox Complex” (the “Technical Report Summary”), that is current as of December 31, 2021, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC (the “Form S-4”); |
● | the use of and reference to my name in the Form S-4, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the sections of the Technical Report Summary that were prepared by me in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the sections of the Technical Report Summary that were prepared by me, that is included or incorporated by reference in the Form S-4. |
I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the Form S-4 and that it fairly and accurately represents the information in the Technical Report Summary for which I am responsible.
By: | /s/ Lewis Kitchen | |
Lewis Kitchen, P. Eng |
Exhibit 23.20
CONSENT OF QUALIFIED PERSON
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
I, Benoit Bissonnette, consent to:
● | the incorporation by reference to the technical report titled “Technical Report Summary on the Initial Assessment of the Fox Complex” (the “Technical Report Summary”), that is current as of December 31, 2021, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC (the “Form S-4”); |
● | the use of and reference to my name in the Form S-4, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the sections of the Technical Report Summary that were prepared by me in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the sections of the Technical Report Summary that were prepared by me, that is included or incorporated by reference in the Form S-4. |
I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the Form S-4 and that it fairly and accurately represents the information in the Technical Report Summary for which I am responsible.
By: | /s/ Benoit Bissonnette | |
Benoit Bissonnette, P. Eng |
Exhibit 23.21
CONSENT OF QUALIFIED PERSON
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
I, William Bagnell, consent to:
● | the incorporation by reference to the technical report titled “Technical Report Summary on the Initial Assessment of the Fox Complex” (the “Technical Report Summary”), that is current as of December 31, 2021, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC (the “Form S-4”); |
● | the use of and reference to my name in the Form S-4, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the sections of the Technical Report Summary that were prepared by me in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the sections of the Technical Report Summary that were prepared by me, that is included or incorporated by reference in the Form S-4. |
I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the Form S-4 and that it fairly and accurately represents the information in the Technical Report Summary for which I am responsible.
By: | /s/ William (Bill) Bagnell | |
William (Bill) Bagnell, P. Eng |
Exhibit 23.22
CONSENT OF QUALIFIED PERSON
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
I, Daniel Downton, consent to:
● | the incorporation by reference to the technical report titled “Technical Report Summary on the Initial Assessment of the Fox Complex” (the “Technical Report Summary”), that is current as of December 31, 2021, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC, and any amendments, prospectuses or supplements thereto (the “Form S-4”); |
● | the use of and reference to my name in the Form S-4, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the Technical Report Summary in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was prepared by me, that I supervised the preparation of, and/or that was reviewed and approved by me, that is included or incorporated by reference in the Form S-4. |
I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the Form S-4 and that it fairly and accurately represents the information in the Technical Report Summary for which I am responsible.
By: | /s/ Daniel Downton | |
Daniel Downton, P. Geo. | ||
McEwen Mining Inc. |
Exhibit 23.23
CONSENT OF QUALIFIED PERSON
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
I, Channa Kumarage, consent to:
● | the incorporation by reference to the technical report titled “Technical Report Summary on the Initial Assessment of the Fox Complex” (the “Technical Report Summary”), that is current as of December 31, 2021, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC, and any amendments, prospectuses or supplements thereto (the “Form S-4”); |
● | the use of and reference to my name in the Form S-4, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the Technical Report Summary in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was prepared by me, that I supervised the preparation of, and/or that was reviewed and approved by me, that is included or incorporated by reference in the Form S-4. |
I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the Form S-4 and that it fairly and accurately represents the information in the Technical Report Summary for which I am responsible.
By: | /s/ Channa Kumarage | ||
Channa Kumarage, P.Eng. | |||
McEwen Mining Inc. |
Exhibit 23.24
CONSENT OF QUALIFIED PERSON
June 11, 2024
Re: Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
I, Aleksandr Mitofanov, consent to:
● | the incorporation by reference to the technical report titled “Technical Report Summary on the Initial Assessment of the Fox Complex” (the “Technical Report Summary”), that is current as of December 31, 2021, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC, and any amendments, prospectuses or supplements thereto (the “Form S-4”); |
● | the use of and reference to my name in the Form S-4, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the Technical Report Summary in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was prepared by me, that I supervised the preparation of, and/or that was reviewed and approved by me, that is included or incorporated by reference in the Form S-4. |
I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the Form S-4 and that it fairly and accurately represents the information in the Technical Report Summary for which I am responsible.
By: | /s/ Aleksandr Mitofanov | ||
Aleksandr Mitofanov, P.Geo. | |||
SRK Consulting (Canada) Inc. |
Exhibit 23.25
CONSENT OF QUALIFIED PERSON
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
I, Kenneth Tylee, P. Geo., consent to:
● | the incorporation by reference to the technical report titled “Technical Report Summary on the Initial Assessment of the Fox Complex” (the “Technical Report Summary”), that is current as of December 31, 2021, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC, and any amendments, prospectuses or supplements thereto (the “Form S-4”); |
● | the use of and reference to my name in the Form S-4, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the Technical Report Summary in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was prepared by me, that I supervised the preparation of, and/or that was reviewed and approved by me, that is included or incorporated by reference in the Form S-4. |
I am responsible for authoring, and this consent pertains to, Sections 1.1, 1.2, 1.7, 1.8; Chapter 2.0; Chapters 6.0-8.0; Sections 22.2, 22.3; Sections 23.1, 23.2, 23.10; Chapter 24.0, and Section 25.1 of the Technical Report Summary. I certify that I have read the Form S-4 and that it fairly and accurately represents the information in the Technical Report Summary for which I am responsible.
By: | /s/ Kenneth Tylee | |
Kenneth Tylee, P. Geo. (#0695 Ontario) | ||
Exploration Manager (Ontario) | ||
McEwen Mining Inc. |
Exhibit 23.26
CONSENT OF QUALIFIED PERSON
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
I, James Douglas Tod, consent to:
● | the incorporation by reference to the technical report titled “Technical Report Summary on the Initial Assessment of the Fox Complex” (the “Technical Report Summary”), that is current as of December 31, 2021, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC (the “Form S-4”); |
● | the use of and reference to my name in the Form S-4, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the Technical Report Summary in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the sections of the Technical Report Summary that were prepared by me, that is included or incorporated by reference in the Form S-4. |
I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the Form S-4 and that it fairly and accurately represents the information in the Technical Report Summary for which I am responsible.
By: | /s/ James Douglas Tod | |
James Douglas Tod, P. Eng. (PEO - 90518275) |
Exhibit 23.27
CONSENT OF QUALIFIED THIRD-PARTY FIRM
SLR CONSULTING LTD.
June 11, 2024
Re:
Form S-4 Registration Statement to be filed by McEwen Mining Inc. (the “Company”)
I, Eric Sellars, on behalf of SLR Consulting Ltd., consent to:
● | the incorporation by reference to the technical report titled “Technical Report Summary on the Initial Assessment of the Fox Complex” (the “Technical Report Summary”), that is current as of December 31, 2021, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities Exchange Commission (the “SEC”), as an exhibit to and referenced in this Registration Statement on Form S-4 being filed by the Company with the SEC, and any amendments, prospectuses or supplements thereto (the “Form S-4”); |
● | the use of and reference to our company name in the Form S-4, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), in connection with the Form S-4 and the Technical Report Summary; and |
● | the incorporation by reference of any extracts from, or summary of, the Technical Report Summary in the Form S-4 and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that were prepared by us, that we supervised the preparation of, and/or that was reviewed and approved by us, that is included or incorporated by reference in the Form S-4. |
We are responsible for authoring, and this consent pertains to Sections 1.1, 1.2, 1.14, Chapter 2.0, Section 15.4.4, Chapter 24.0, and Section 25.1 of the Technical Report Summary. We certify that we have read the Form S-4 and that it fairly and accurately represents the information in the Technical Report Summary for which we are responsible.
SLR CONSULTING LTD. | |||
By: | /s/ Eric Sellars | ||
Name: | Eric Sellars |