UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
FORM 10-K |
| | | ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
| | OF 1934 |
For the fiscal year ended December 31, 2022 |
| | | ☐ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from | | | | to |
Commission file number 001-33190 |
MCEWEN MINING INC. |
(Name of registrant as specified in its charter) |
| Colorado | | | | 84-0796160 |
| | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | 150 King Street West, Suite 2800, Toronto, Ontario Canada | | M5H 1J9 |
| | (Address of principal executive offices) | | | | | | (Zip Code) | |
| | | | | | | (866) 441-0690 |
| | | | | | | | (Registrant’s telephone number, including area code) |
| | | Securities registered pursuant to Section 12(b) of the Act: |
| | Title of each class | | Trading Symbol(s) | | | | | | | | | | Name of each exchange on which registered | | | | | |
| | Common Stock, no par value | | | | | MUX | New York Stock Exchange (“NYSE”) |
| | | Securities registered pursuant to Section 12(g) of the Act: | None |
| | | Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes | | | | | | | | ☐ No ☒ |
| | | Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes | | | | | | | | ☐ No ☒ |
| | | Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act |
| | | | | | | | | | | | of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such |
| | | | | | | | | | | | filing requirements for the past 90 days. Yes | ☒ No ☐ |
| | | Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to |
| | | | | | | | | | | | Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to |
| | | | | | | | | | | | submit such files). Yes | ☒ No ☐ |
| | | Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting |
| | | | | | | | | | | | company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging |
| | | | | | | | | | | | growth company” in Rule 12b-2 of the Exchange Act. |
| | | | | | | | Large accelerated filer | ☐ | | | | | | Accelerated filer | ☒ |
| | | Non-accelerated filer | ☐ | | | | | | Smaller reporting company | ☐ |
| | | | | | | Emerging growth company | ☐ |
| | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying |
| | | | | | | | | | | | with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
| | | Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its |
| | | | | | | | | | | | internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262 (b)) by the registered public accounting firm that |
| | | | | | | | | | | | prepared or issued its audit report. | ☒ |
| | | If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant |
| | | | | | | | | | | | included in the filing reflect the correction of an error to previously issued financial statements. | ☐ |
| | | Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based |
| | | | | | | | | | | | compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). | ☐ |
| | | Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes | | | | | | | | ☐ No ☒ |
| | | As of June 30, 2022 (the last business day of the registrant’s second fiscal quarter), the aggregate market value of the registrant’s voting |
| | | | | | | | | | | | and non-voting common equity held by non-affiliates of the registrant was $172,281,488 based on the closing price of $4.39 per share as reported |
| | | | | | | | | | | | on the NYSE. There were 47,427,584 shares of common stock outstanding on March 13, 2023. |
| | | DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s Proxy Statement for the 2023 Annual Meeting of |
| | | | | | | | | | | | Shareholders are incorporated into Part III, Items 10 through 14 of this report. |
| | | | | | | | | | | | |
| SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS |
| Please see the note under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of |
| Operations,” for a description of special factors potentially affecting forward-looking statements included in this report. |
| CAUTIONARY NOTE REGARDING DISCLOSURE OF MINERAL PROPERTIES |
| Mineral Reserves and Resources |
| We are subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended (the “Exchange |
| Act”) and applicable Canadian securities laws, and as a result, we have reported our mineral reserves and mineral resources |
| according to two different standards. U.S. reporting requirements are governed by Item 1300 of Regulation S-K (“S-K |
| 1300”), as issued by the U.S. Securities and Exchange Commission (“SEC”). Canadian reporting requirements for |
| disclosure of mineral properties are governed by National Instrument 43-101 Standards of Disclosure for Mineral Projects |
| (“NI 43-101”), as adopted from the definitions provided by the Canadian Institute of Mining, Metallurgy and Petroleum. |
| Both sets of reporting standards have similar goals in terms of conveying an appropriate level of confidence in the |
| disclosures being reported, but the standards embody slightly different approaches and definitions. All disclosure of |
| mineral resources and mineral reserves in this report are reported in accordance with S-K 1300. |
| Investors should be aware that the estimation of measured and indicated resources involve greater uncertainty as to their |
| existence and economic feasibility than the estimation of proven and probable reserves, and therefore investors are |
| cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves that |
| conform to S-K 1300 guidelines. The estimation of inferred resources involves far greater uncertainty as to their existence |
| and economic viability than the estimation of other categories of resources. It is reasonably expected that the majority of |
| the inferred mineral resource could be upgraded to an indicated mineral resource with continued exploration. Investors are |
| cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically. |
| Technical Report Summaries and Qualified Persons |
| The technical information concerning our mineral projects in this Form 10-K have been reviewed and approved by William |
| Shaver, P.Eng., Chief Operating Officer, and Luke Willis, P.Geo, Director, Resource Modeling, each a “qualified person” |
| under S-K 1300. For a description of the key assumptions, parameters and methods used to estimate mineral reserves and |
| mineral resources included in this Form 10-K, as well as data verification procedures and a general discussion of the extent |
| to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, |
| marketing or other relevant factors, please review the Technical Report Summaries for each of our material properties |
| which are included as exhibits to the 2021 Form 10-K. |
| RELIABILITY OF INFORMATION |
| Minera Santa Cruz S.A. (“MSC”), the owner of the San José mine, is responsible for and has supplied to us all reported |
| results from the San José mine. The technical information contained herein with regard to the San José mine is, with few |
| exceptions as noted, based entirely on information provided to us by MSC. Our joint venture partner, a subsidiary of |
| Hochschild Mining plc, and its affiliates other than MSC do not accept responsibility for the use of project data or the |
| adequacy or accuracy of this information. |
2 |
| PART I |
| ITEM 1. BUSINESS |
| History and Organization |
| McEwen Mining Inc. (the “Company”) is a gold and silver mining production and exploration company with an advanced |
| copper development project, focused on the Americas. We were incorporated under the laws of the state of Colorado in |
| 1979 as US Gold Corp. In September 2011, US Gold Corp. acquired Minera Andes Inc., and was renamed McEwen |
| Mining Inc. We own 100% of the Froome mine and Stock mill in Ontario, Canada, a 100% interest in the Gold Bar mine |
| in Nevada, 100% of the Fenix Project in Sinaloa, Mexico, 68.1% of McEwen Copper Inc., the owner of the Los Azules |
| copper project (“Los Azules”) in San Juan, Argentina, and a 49% interest in MSC, the owner and operator of the San José |
| mine in Santa Cruz, Argentina. MSC is controlled by the majority owner of the joint venture, Hochschild Mining plc |
| (“Hochschild”). In addition to the above, we hold interests in advanced-stage and exploration-stage properties and projects |
| in the United States, Canada, Mexico and Argentina. |
| Our commencement of Canadian operations in 2017 was facilitated by the acquisition of Lexam VG Gold Inc. (“Lexam”) |
| in April 2017, followed by the acquisition of the Black Fox Property and Stock Property from Primero Mining Corp. in |
| October 2017. These two acquisitions provided us with an operating mine, mill and significant land interests in the historic |
| Timmins mining district of Ontario (collectively, the “Fox Complex”). On September 19, 2021, our currently operating |
| Froome mine, located within the Black Fox Property, reached commercial production. |
| In the United States, construction began on our 100% owned Gold Bar mine in Nevada in 2017. The Gold Bar mine poured |
| its first gold ingot on February 16, 2019 and achieved commercial production on May 23, 2019. Current production is |
| from our Pick and Ridge deposits, and in December 2022 we began mining from our Gold Bar South (“GBS”) deposit. |
| At the El Gallo mine in Sinaloa, Mexico, mining and crushing activities ceased during the second quarter of 2018, with |
| production activities since that time limited to residual leaching up to the third quarter of 2022. The Company is currently |
| reviewing reprocessing heap leach material at the El Gallo mine (“HLM”) as well as new silver processing operations (“El |
| Gallo Silver”) in the immediate vicinity as part of its Fenix Project. |
| In July 2021, we announced the creation of McEwen Copper Inc. (“McEwen Copper”), through which we hold an indirect |
| interest in Los Azules in the province of San Juan, Argentina and the Elder Creek exploration property in Nevada. During |
| 2021 and 2022, we closed a $81.9 million private placement offering for a 31.9% interest in McEwen Copper, which |
| included a $40 million investment by an affiliate of our Chairman and Chief Executive Officer, Robert McEwen. |
| Our objective is to increase shareholder value through the exploration for and economic extraction of gold, silver and other |
| valuable minerals. Other than the San José mine in Argentina, we generally conduct our activities as the sole operator, but |
| we may enter into strategic arrangements with other companies through joint venture or similar agreements. We hold our |
| mineral property interests and operate our business through various subsidiary companies, each of which is owned directly, |
| or indirectly, by us. |
| Our principal executive office is located at 150 King Street West, Suite 2800, Toronto, Ontario, Canada M5H 1J9 and our |
| telephone number is (866) 441-0690. We also maintain offices in Elko, Nevada (U.S.), Matheson, Canada, Guamúchil, |
| Mexico, and San Juan, Argentina. Our website is www.mcewenmining.com. We make available at no cost our periodic |
| reports including Forms 10-K, 10-Q and 8-K, and news releases and certain of our corporate governance documents, |
| including our Code of Ethics, on our website. Our common stock is listed on the New York Stock Exchange (“NYSE”) |
| and on the Toronto Stock Exchange (“TSX”) under the symbol “MUX.” |
| In this report, unless otherwise noted, “Au” represents gold; “Ag” represents silver; “Cu” represents copper; “oz” |
| represents troy ounce; “lb” represents pound; “g/t” represents grams per metric tonne; “o/t” represents troy ounces per |
| short ton; “ft” represents feet; “m” represents meter; “sq” represents square; and C$ refers to Canadian dollars. All our |
| financial information is reported in United States (U.S.) dollars, unless otherwise noted. References to our company |
| include, where the context requires, all of our subsidiaries, including our 68.1% interest in McEwen Copper Inc. |
3 |
| Segment Information |
| Our operating segments include Canada, United States, Mexico, MSC and McEwen Copper. Financial information for |
| each of our reportable segments can be found under Item 7. Management’s Discussion and Analysis of Financial Condition |
| and Results of Operations and Item 8 | . Financial Statements and Supplementary Data, Note 3, Operating Segment |
| Reporting. |
| Products |
| The end product at our gold and silver operations is generally in the form of doré or concentrate. Doré is an alloy consisting |
| primarily of gold and silver but may also contain other trace elements. Doré is sent to third party refiners to produce |
| saleable bullion. Ore concentrate, or simply concentrate, is raw mineralized material that has been finely ground into a |
| powdery product from which gangue (waste) is removed, thus concentrating the metal component. Concentrate, as well as |
| slag and fine carbons (which are by-products of the gold production process), are sent to third party smelters for further |
| recovery of gold and silver. |
| During 2022, production consisted of 100% doré from the Gold Bar mine, 99% doré and 1% slag and fine carbon from |
| the Fox Complex, and 92% doré and 8% slag and fine carbon from the El Gallo mine. Production from the San José mine |
| consisted of 55% doré and 45% concentrate. |
| During 2022, we reported the following consolidated production attributable to us: |
| | | Gold | Silver | Gold equivalent |
| Consolidated Production | | ounces | ounces | ounces(1) |
| Fox Complex | | 36,652 | | | — | 36,652 |
| Gold Bar mine | | 26,611 | 684 | | | 26,619 |
| El Gallo mine | | 844 | 616 | | | 851 |
| San José mine (49% attributable basis) | | 38,613 | 2,593,304 | | | 69,129 |
| Total Production | | 102,720 | 2,594,604 | 133,252 |
| (1) Calculated using an average silver to gold ratio of 84:1. |
| Gold and silver contained in our end products are generally sold at the prevailing spot market price per ounce at the time |
| of sale. Concentrates produced by the San José mine are provisionally priced, whereby the selling price is subject to final |
| adjustments at the end of a period ranging from 30 to 90 days after delivery to the customer. The final price is based on |
| the market price of the contained metals at the relevant quotation period stipulated in the contract. Due to the time elapsed |
| between shipment and the final settlement with the buyer, MSC estimates the prices at which sales of metals will be settled. |
| At the end of each financial reporting period, previously recorded provisional sales are adjusted to estimated settlement |
| metals prices based on relevant forward market prices until final settlement with the buyer. |
| During 2022, revenues from gold and silver sales were $47.9 million from the Gold Bar mine, $60.8 million from the Fox |
| Complex, $1.6 million from the El Gallo mine, and $124.8 million from the San José mine on a 49% basis. Revenue from |
| the San José mine is not included in our Consolidated Statements of Operations and Comprehensive (Loss) as we use the |
| equity method of accounting for MSC. See Item 7. | | | | | | | Management’s Discussion and Analysis of Financial Condition and |
| Results of Operations for additional information regarding production and operating results for our properties, and Item 8 | | | | | | | | . |
| Financial Statements and Supplementary Data, Note 2, Summary of Significant Accounting Policies—Investments and |
| Note 9, Investment in Minera Santa Cruz S.A. (“MSC”) – San José Mine for additional information regarding the equity |
| method of accounting. |
4 |
| Like all metal producers, our operations are affected by fluctuations in metal prices. The following table presents the |
| annual high, low and average daily London P.M. Fix prices per ounce for gold and London Fix prices per ounce for silver |
| over the past three years and 2023 to the most recent practical date on the London Bullion Market: |
Gold | | Silver |
| Year | | High | Low | | | | Average | High | Low | | | | Average |
| | | | (in dollars per ounce) |
| 2020 | | 2,067 | 1,474 | | | | 1,770 | 28.90 | 12.00 | | | | 20.50 | |
| 2021 | | 1,943 | 1,684 | | | | 1,799 | 29.59 | 21.53 | | | | 25.14 | |
| 2022 | | 2,039 | 1,629 | | | | 1,800 | 26.18 | 17.77 | | | | 21.71 | |
| | | | | | | |
| 2023 (through March 10, 2023) | | 1,861 | 1,816 | | | | 1,838 | 21.09 | 20.09 | | | | 20.65 |
| On March 10, 2023, the London P.M. Fix for gold was $1,861.25 per ounce and the London Fix for silver was $20.09 per |
| ounce. |
| Processing Methods |
| At our operations, gold and silver are extracted from mineralized material by either milling or heap leaching depending |
| on, among other things, the amount of gold and silver contained in the material, whether the material is naturally oxidized |
| or not, and the amenability of the material to treatment. |
| At our Froome mine in Canada, mineralized material from the underground mine is transported to our Stock mill and fed |
| to a crushing circuit. Final sized product is then leached with cyanide, and gold-cyanide in solution is recovered to activated |
| carbon. The gold is stripped from the carbon and recovered with electrowinning cells, after which the gold is poured into |
| doré bars. |
| At the Gold Bar mine and the previously operating El Gallo mine, both open pit operations, the mineralized material is |
| processed using heap leaching methods. Heap leaching consists of stacking crushed, oxidized material on impermeable |
| pads, where a diluted cyanide solution is applied to the surface of the heap to extract the contained gold and silver content. |
| The gold and silver-bearing solution is then recovered through adsorption onto activated carbon, followed by desorption, |
| electrowinning, retorting and finally smelting into doré bars. |
| At the San José mine, mineralized material from the underground mine is processed initially using a conventional crushing- |
| grinding-flotation mill. A portion of the flotation concentrate is cyanide leached followed by an electrowinning which |
| produces a precipitate. This precipitate is then smelted and poured into silver and gold doré bars. The remainder of the |
| concentrate is shipped to third-party smelters for toll processing. |
| Proven and Probable Mineral Reserves |
| We had attributable estimated proven and probable gold reserves of 0.3 million ounces of gold at our Gold Bar mine and |
| the San José mine, and 5.1 million ounces of proven and probable silver reserves at the San José mine at December 31, |
| 2022. |
| A “mineral reserve” is an estimate of tonnage and grade or quality of measured and indicated mineral resources that, in |
| the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the |
| economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances |
| for losses that may occur when the material is mined or extracted. The term “economically viable,” as used in the definition |
| of reserve, means that the qualified person has analytically determined that extraction of the mineral reserve is |
| economically viable under reasonable investment and market assumptions. |
| The term “proven reserves” means the economically mineable part of a measured mineral resource and can only result |
| from conversion of a measured mineral resource. The term “probable reserves” means reserves for which quantity and |
| grade are computed from information similar to that used for proven reserves, but the sites for sampling are farther apart |
| or are otherwise less closely spaced. The degree of assurance, although lower than that for proven reserves, is high enough |
5 |
| to assume continuity between points of observation. Proven and probable reserves include gold and silver attributable to |
| our ownership or economic interest. |
| The proven and probable reserve figures presented herein are estimates based on information available at the time of |
| calculation. No assurance can be given that the indicated levels of recovery of gold or silver will be realized. Reserve |
| estimates may require revision based on actual production. Market fluctuations in the price of gold or silver, as well as |
| increased production costs or reduced metallurgical recovery rates, could render certain proven and probable reserves |
| containing higher cost reserves uneconomic to exploit and might result in a reduction of reserves. |
| Proven and probable reserves are based on extensive drilling, sampling, mine modeling and metallurgical testing from |
| which we determined economic feasibility. The price sensitivity of reserves depends upon several factors including grade, |
| metallurgical recovery, operating cost, waste-to-ore ratio and ore type. Metallurgical recovery rates vary depending on the |
| metallurgical properties of each deposit and the production process used. |
| Proven and probable reserves disclosed at December 31, 2022 and 2021 have been prepared in accordance with the |
| Regulation S-K 1300 requirements of the SEC. |
| The following tables summarize the estimated proven and probable gold and silver reserves attributable to our ownership |
| or economic interest as of December 31, 2022: |
Gold Reserves at December 31, 2022 |
| | Proven | Probable | | | Proven and Probable |
| | | | Tonnes | Gold | | | Gold | Tonnes | | | | | | Gold | Gold | Tonnes | | | | | Gold | Gold |
| | | | (kt) | (g/t) | | | (koz) | (kt) | | | | | | (g/t) | (koz) | (kt) | | | | | (g/t) | (koz) |
| Gold Bar mine (1) | - | | | - | - | 5,943 | | | | | | 1.07 | 204 | 5,943 | | | | | 1.07 | 204 |
| San José mine (2) | 251 | 5.95 | | | 48 | 209 | | | | | | 6.88 | 46 | 461 | | | | | 6.37 | 94 |
| | | | | | | | Silver Reserves at December 31, 2022 |
| | Proven | | | | Probable | Proven and Probable |
| | | | Tonnes | Silver | | | Silver | Tonnes | | | | | | Silver | Silver | Tonnes | | | | | Silver | Silver |
| | | | (kt) | (g/t) | | | (Moz) | (kt) | | | | | | (g/t) | (Moz) | (kt) | | | | | (g/t) | (Moz) |
| San José mine (2) | 251 | 337 | | | 2.7 | 209 | | | | | | 346 | 2.3 | 461 | | | | | 341 | 5.1 |
| (1) The reserve estimate for the Gold Bar mine as at December 31, 2022 is based on November 30, 2022 topography prepared by |
| Joseph McNaughton, P.E., Senior Mining Engineers, Partner, Independent Mining Consultants. |
| (2) The reserve estimate for the San José mine as at December 31, 2022, presented on a 49% basis, was prepared by Hochschild and |
| audited by P&E Mining Consultants Inc. (“P&E”). |
| The following tables summarize the estimated proven and probable gold and silver reserves attributable to our ownership |
| or economic interest as of December 31, 2021: |
Gold Reserves at December 31, 2021 |
| | Proven | Probable | | | Proven and Probable |
| | | | Tonnes | Gold | | | Gold | Tonnes | | | | | | Gold | Gold | Tonnes | | | | | Gold | Gold |
| | | | (kt) | (g/t) | | | (koz) | (kt) | | | | | | (g/t) | (koz) | (kt) | | | | | (g/t) | (koz) |
| Gold Bar mine | - | | | - | - | 14,053 | | | | | | 0.82 | 370 | 14,053 | | | | | 0.82 | 370 |
| San José mine | 381 | 5.69 | | | 70 | 351 | | | | | | 5.68 | 64 | 733 | | | | | 5.69 | 134 |
| | | | | | | | Silver Reserves at December 31, 2021 |
| | Proven | Probable | | | Proven and Probable |
| | | | Tonnes | Silver | | | Silver | Tonnes | | | | | | Silver | Silver | Tonnes | Silver | | | | | | Silver |
| | | | (kt) | (g/t) | | | (Moz) | (kt) | | | | | | (g/t) | (Moz) | (kt) | | | | | (g/t) | (Moz) |
| San José mine | 381 | 368 | | | 4.5 | 351 | | | | | | 314 | 3.5 | 733 | | | | | 342 | 8.1 |
| (1) The reserve estimate for the Gold Bar mine as at December 31, 2021 was prepared by Joseph McNaughton, P.E., Senior Mining |
| Engineers, Partner, Independent Mining Consultants. |
| (2) The reserve estimate for the San José mine as at December 31, 2021, presented on a 49% basis, was prepared by Hochschild and |
| audited by P&E. |
6 |
| Notes to the 2022 Mineral Reserve tables |
| Gold Bar mine Mineral reserves equal the total ore planned for processing from the mine plan based on a $1,650/oz gold price. Mineral |
| reserves are based on the following economic input parameters: $4.97/ average ore tonne mining cost, $3.35/ average |
| waste tonne mining cost, $5.41/ore tonne crushed process cost, $4.13/ average ore tonne run-of-mine (“ROM”) process |
| cost, $3.06/ average ore tonne general and administrative (“G&A”) cost, $0.475/oz gold refining charge, $1.538/oz |
| transport & sales cost, 99.95% payable gold, and a 1% royalty at GBS only. |
| The stated mineral reserves are based on a variable cut-off grade (“COG”) based on rock type, mining area, carbon content, |
| clay content and process response. The grades reported from Pick and Ridge include a mining dilution based on the |
| surrounding block grades. Mineral reserves are contained within an engineered pit design between the $1,250/oz and |
| $1,400/oz gold sales price Lerchs-Grossman pit shells, based on end of November 2022 topography. |
| The metal price used ($1,650) for mineral reserves reflects a conservative combination of a recent trailing average sourced |
| from Kitco’s Historic Price data and a consensus forecast via Bloomberg. Recoveries are variable and as follows: 78% |
| crushed oxide recovery at Pick and Ridge, 72% ROM oxide recovery at Pick and Ridge, 61% ROM oxide recovery at |
| Gold Bar South, and 0% ROM mid-carbon recovery. COGs are variable and based on the presence or not of clay content, |
| carbon content and recoveries and range from 0.0065 o/t to 0.0121 o/t. The reference point for the mineral reserves is at |
| the primary crusher. |
| The following changes have impacted mineral reserves during 2022: Mining depletion at Pick and Gold Bar South; |
| operating costs increase largely driven by an increase in mining costs; revised interpretation of the mineralization and |
| geological model, project costs were re-estimated based on current mining activity and new contractor quotes; an update |
| to the mining schedule based on the costs. |
| San José mine Mineral reserves are reported at McEwen’s 49% attributable interest. Hochschild hold a 51% interest in San José. COG is reported in silver equivalent grams per tonne, calculated using a ratio of 75:1 Ag:Au. For mineral reserves, the |
| silver equivalent COG is: cut & fill 311 g/t silver equivalent, long hole 250 g/t silver equivalent. Mineral reserves as presented are in place and include average internal dilution of 6%, average mining and geotechnical |
| dilution of 51%, and mine extraction of 29%, but do not include allowances for mill or smelter recoveries. For the 2022 |
| mineral reserves estimate, inaccessible mineral resources that contained insufficient tonnages to permit the development |
| of local infrastructure, mineral resources in mined out/isolated areas, mineral resources located in sill and rib pillars and |
| operationally lost mineral resources were not included in the mineral reserves estimate. The December 31, 2022 mineral reserves estimate was based on a gold price of $1,650/oz and a silver price of $22/oz. |
| P&E determined that these metal prices are suitable to be utilized for mineral reserve estimation since they are based on |
| recognized consensus forecast metal prices. Ongoing definition, delineation and mine exploration dril ing will lead to better definition of existing resources or |
| extensions of known veins that will be reflected on the year-on-year comparison of both mineral reserves. Mine depletion, |
| commodity price changes and equivalents leading to cut-off grade changes will also have an effect on the comparative |
| data. Measured, Indicated, and Inferred Mineral Resources |
| We had attributable estimated measured and indicated mineral resources of 3.3 million ounces of gold, 58.9 million ounces |
| of silver, and 3.1 million tonnes (or 6.9 billion pounds) of copper at December 31, 2022. We had attributable estimated |
| inferred mineral resources of 3.3 million ounces of gold, 105.6 million ounces of silver, and 5.9 million tonnes (or 13.1 |
| billion pounds) of copper at December 31, 2022. |
7 |
| The measured, indicated, and inferred resource figures presented herein are estimates based on information available at |
| the time of calculation and are exclusive of reserves. A “mineral resource” is a concentration or occurrence of solid material |
| of economic interest in or on the Earth’s crust in such form, grade, or quality and quantity that there are reasonable |
| prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological |
| characteristics of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge, |
| including sampling. The reference point for mineral resources is in situ. Mineral resources are sub-divided, in order of |
| increasing geological confidence, into inferred, indicated and measured categories. Ounces of gold and silver or pounds |
| of copper and molybdenum included in the measured, indicated and inferred resources are those contained prior to losses |
| during metallurgical treatment. The terms "measured resource," "indicated resource," and "inferred resource" mean that |
| part of a mineral resource for which quantity and grade or quality are estimated on the basis of geological evidence and |
| sampling that is considered to be comprehensive, adequate, or limited, respectively. |
| We publish measured, indicated and inferred resources annually, considering metal prices, changes, if any, to future |
| production and capital costs, divestments and depletion as well as any acquisitions and additions. Measured, indicated, |
| and inferred resources disclosed at December 31, 2022 have been prepared in accordance with the new Regulation S-K |
| 1300 requirements of the SEC. |
| The following tables summarize measured, indicated and inferred resources, exclusive of reserves attributable to our |
| ownership or economic interest as of December 31, 2022: |
| Canada |
| Mineral resources, exclusive of reserves, as at December 31, 2022: |
| | | | | | | | | Gold | Measured | | | | Indicated | Measured & Indicated | Inferred |
| | | | | | | Tonnes | Au | Contained | | | | | | Tonnes | Au Grade | Contained | Tonnes | | | Au | | | | | | Contained | Tonnes | Au | Contained | | | | | | | COG Au | Met |
| | | | | | | (000s) | Grade | Au (000s | | | | | | (000s) | (g/t) | Au (000s oz) | (000s) | | | Grade | Au (000s oz) | | | | | | | (000s) | Grade | Au (000s | | | | | | | gt | Rec % |
| | (g/t) | oz) | (g/t) | (g/t) | oz) |
| Froome mine | | | | | | 744 | 4.14 | 99 | | | | 270 | 4.10 | 36 | 1,014 4.13 | | | | | | | | | 135 | 218 | 3.26 | 23 | | | | | | | 2.35 | 87 |
| Grey Fox | | | | | | - | - | - | | | | 7,566 | 4.80 | 1,168 | 7,566 4.80 | | | | | | | | | 1,168 | 1,685 4.35 | 236 | | | | | | | 2.30 | 85 |
| Stock West | | | | | | - | - | - | | | | 1,280 | 3.67 | 151 | 1,280 3.67 | | | | | | | | | 151 | 1,041 3.20 | 107 | | | | | | | 1.95 | 94 |
| Fuller | | | | | | - | - | - | | | | 1,149 | 4.25 | 157 | 1,149 4.25 | | | | | | | | | 157 | 693 | 3.41 | 76 | | | | | | | 2.30 | 88 |
| Stock East | | | | | | - | - | - | | | | 1,232 | 2.41 | 95 | 1,232 2.40 | | | | | | | | | 95 | 21 | 2.32 | 2 | | | | | | | 1.67 | 94 |
| Others | | | | | | 504 | 6.42 | 104 | | | | 1,221 | 2.19 | 86 | 1,725 3.43 | | | | | | | | | 190 | 254 | 5.02 | 41 |
| Total | | | | | | 1,248 5.06 | 203 | | | | | | 12,718 | 4.14 | 1,693 | 13,966 4.22 | | | | | | | | | 1,896 | 3,912 3.86 | 485 |
| Mineral resources, exclusive of reserves, as at December 31, 2021: |
| | | | | | | | | Gold | Measured | | | | Indicated | Measured & Indicated | Inferred |
| | | | | | | Tonnes | Au | Contained | | | | | | Tonnes | Au Grade | Contained | Tonnes | | | Au | | | | | | Contained | Tonnes | Au | Contained | | | | | | | COG Au | Met |
| | | | | | | (000s) | Grade | Au (000s | | | | | | (000s) | (g/t) | Au (000s oz) | (000s) | | | Grade | Au (000s oz) | | | | | | | (000s) | Grade | Au (000s | | | | | | | gt | Rec % |
| | (g/t) | oz) | (g/t) | (g/t) | oz) |
| Froome mine | | | | | | 790 | 4.47 | 113 | | | | 641 | 3.92 | 81 | 1,432 4.22 | | | | | | | | | 194 | 276 | 3.32 | 29 | | | | | | | 2.35 | 87 |
| Grey Fox | | | | | | - | - | - | | | | 7,566 | 4.80 | 1,168 | 7,566 4.80 | | | | | | | | | 1,168 | 1,685 4.35 | 236 | | | | | | | 2.30 | 85 |
| Stock West | | | | | | - | - | - | | | | 1,171 | 3.83 | 144 | 1,171 3.82 | | | | | | | | | 144 | 1,049 3.30 | 111 | | | | | | | 1.95 | 94 |
| Fuller | | | | | | - | - | - | | | | 1,149 | 4.25 | 157 | 1,149 4.25 | | | | | | | | | 157 | 693 | 3.41 | 76 | | | | | | | 2.30 | 88 |
| Stock East | | | | | | - | - | - | | | | 1,232 | 2.41 | 95 | 1,232 2.40 | | | | | | | | | 95 | 21 | 2.32 | 2 | | | | | | | 1.67 | 94 |
| Others | | | | | | 484 | 6.30 | 98 | | | | 1,227 | 2.18 | 86 | 1,711 3.34 | | | | | | | | | 184 | 309 | 5.13 | 51 |
| Total | | | | | | 1,274 5.15 | 211 | | | | | | 12,986 | 4.15 | 1,731 | 14,261 4.24 | | | | | | | | | 1,942 | 4,033 3.89 | 505 |
8 |
| United States |
| Mineral resources, exclusive of reserves, as at December 31, 2022: |
| | | | | | | | | Gold | Measured | | | | Indicated | Measured & Indicated | | | | Inferred |
| | Au | Contained | | | | Au | Contained | | | Au | Contained | Au | Contained |
| | | | | | | Tonnes | Grade | Au (000s | | | | | | Tonnes | Grade | Au (000s | Tonnes | | | Grade | | | | | | Au (000s | Tonnes | Grade | Au (000s | | | | | | | COG Au g/t Met |
| | | | | | | (000s) | (g/t) | oz) | | | | (000s) | (g/t) | oz) | (000s) | | | (g/t) | | | | | | oz) | (000s) | (g/t) | oz) | | | | | | | | Rec % |
| Gold Bar mine | | | | | | - | - | - | | | | 3,339 | 0.78 | 83.9 | 3,339 0.78 | | | | | | | | | 83.9 | 1,391 1.41 | 63 | | | | | | | 0.0065 - 0.0121 | var (1) |
| Total | | | | | | - | - | - | | | | 3,339 | 0.78 | 83.9 | 3,339 0.78 | | | | | | | | | 83.9 | 1,391 1.41 | 63 |
| (1) 78% crushed oxide recovery at Pick & Ridge, 50% mid-carbon recovery at Pick & Ridge, 72% ROM oxide recovery at Pick & |
| Ridge, 61% ROM oxide recovery at GBS, 0% ROM mid-carbon recovery. |
| Mineral resources, exclusive of reserves, as at December 31, 2021: |
| | | | | | | | | Gold | Measured | | | | Indicated | Measured & Indicated | | | | Inferred |
| | | | | | | Tonnes | Au | Contained | | | | | | Tonnes | Au | Contained | Tonnes | | | Au | Contained | | | | | | | Tonnes | Au | Contained |
| | | | | | | (000s) | Grade | Au (000s | | | | (000s) | Grade | Au (000s | (000s) | | | Grade | | | | | | Au (000s | (000s) | Grade | Au (000s | | | | | | | COG Au g/t Met | Rec % |
| | (g/t) | oz) | | | | (g/t) | oz) | | | (g/t) | | | | | | oz) | (g/t) | oz) |
| Gold Bar mine | | | | | | - | - | - | | | | 1,342 | 1.92 | 82.4 | 1,342 1.92 | | | | | | | | | 82.4 | 1,774 0.79 | 44.4 | | | | | | | 0.0065 - 0.0121 | var (1) |
| Total | | | | | | - | - | - | | | | 1,342 | 1.92 | 82.4 | 1,342 1.92 | | | | | | | | | 82.4 | 1,774 0.79 | 44.4 |
| (1) 78% crushed oxide recovery at Pick & Ridge, 50% mid-carbon recovery at Pick & Ridge, 72% ROM oxide recovery at Pick & |
| Ridge, 61% ROM oxide recovery at GBS, 0% ROM mid-carbon recovery. |
| Mexico |
| Mineral resources, exclusive of reserves, as at December 31, 2022: |
| | | | | | | | | | | | | | Gold | Measured | | | | Indicated | Measured & Indicated | Inferred |
| | | | | | | Tonnes | Au | Contained | | | | Tonnes | Au Grade | Contained | Tonnes | | | Au | | | | | | Contained | Tonnes | Au | Contained | | | | | | | | Met |
| | | | | | | (000s) | Grade | Au (000s | | | | (000s) | (g/t) | Au (000s oz) | (000s) | | | Grade | | | | | | Au (000s oz) | (000s) | Grade | Au (000s | | | | | | | COG | Rec % |
| | (g/t) | oz) | (g/t) | (g/t) | oz) |
| Fenix Project | | | | | | 9,800 0.46 | 145 | | | | 4,700 | 0.23 | 34 | 14,500 0.39 | | | | | | | | | 182 | 200 | 0.31 | | | | | | | 2 | var (1) var (2) |
| Total | | | | | | 9,800 0.46 | 145 | | | | 4,700 | 0.23 | 34 | 14,500 0.39 | | | | | | | | | 182 | 200 | 0.31 | | | | | | | 2 |
| | | | | | | Tonnes | Au | Contained | | | | Tonnes | Au Grade | Contained | Tonnes | | | Au | | | | | | Contained | Tonnes | Au | Contained | | | | | | | | Met |
| | | | | Silver | | (000s) | Grade | Ag (Moz) | | | | (000s) | (g/t) | Ag (Moz) | (000s) | | | Grade | | | | | | Ag (Moz) | (000s) | Grade | Ag (Moz) | | | | | | | COG | Rec % |
| | (g/t) | (g/t) | (g/t) |
| Fenix Project | | | | | | 9,800 | 17 | 5.2 | | | | 4,700 | 95 | 14.3 | 14,500 42 | | | | | | | | | 19.5 | 200 | 40 | 0.3 | | | | | | | var (1) var (2) |
| Total | | | | | | 9,800 | 17 | 5.2 | | | | 4,700 | 95 | 14.3 | 14,500 42 | | | | | | | | | 19.5 | 200 | 40 | 0.3 |
| (1) The El Gallo mine HLM has no COG as the entire heap is processed with zero selectivity. El Gallo Silver’s COG is 58 g/t Ag. |
| (2) The El Gallo mine’s HLM recoveries are 85% Au and 60% Ag. El Gallo Silver’s recoveries are 86% Au and 75% Ag. |
| Mineral resources, exclusive of reserves, as at December 31, 2021: |
| | | | | | | | | | | | | | Gold | Measured | | | | Indicated | Measured & Indicated | Inferred |
| | Au | Contained | Au | Au | Contained |
| | | | | | | Tonnes | Tonnes | Au Grade | Contained | Tonnes | | | | | | | | | Contained | Tonnes | | Met |
| | | | | | | (000s) | Grade | Au (000s | | | | (000s) | (g/t) | Au (000s oz) | (000s) | | | Grade | | | | | | Au (000s oz) | (000s) | Grade | Au (000s | | | | | | | COG | Rec % |
| | (g/t) | oz) | (g/t) | (g/t) | oz) |
| Fenix Project | | | | | | 9,800 0.46 | 146 | | | | 4,700 | 0.23 | 35 | 14,500 0.39 | | | | | | | | | 182 | 200 | 0.31 | | | | | | | 2 | var (1) var (2) |
| Total | | | | | | 9,800 0.46 | 146 | | | | 4,700 | 0.23 | 35 | 14,500 0.39 | | | | | | | | | 182 | 200 | 0.31 | | | | | | | 2 |
| | Ag | Ag | Ag |
| | | | | Silver | | Tonnes | Grade | Contained | | | | Tonnes | Ag Grade | Contained | Tonnes | | | Grade | | | | | | Contained | Tonnes | Grade | Contained | | | | | | | COG | Met |
| | | | | | | (000s) | (g/t) | Ag (Moz) | | | | (000s) | (g/t) | Ag (Moz) | (000s) | | | (g/t) | | | | | | Ag (Moz) | (000s) | (g/t) | Ag (Moz) | | | | | | | | Rec % |
| Fenix Project | | | | | | 9,800 | 17 | 5.2 | | | | 4,700 | 95 | 14.3 | 14,500 42 | | | | | | | | | 19.5 | 200 | 40 | 0.3 | | | | | | | var (1) var (2) |
| Total | | | | | | 9,800 | 17 | 5.2 | | | | 4,700 | 95 | 14.3 | 14,500 42 | | | | | | | | | 19.5 | 200 | 40 | 0.3 |
| (1) The El Gallo mine HLM has no COG as the entire heap is processed with zero selectivity. El Gallo Silver’s COG is 58 g/t Ag. |
| (2) The El Gallo mine’s HLM recoveries are 85% Au and 60% Ag. El Gallo Silver’s recoveries are 86% Au and 75% Ag. |
9 |
| Mineral resources, exclusive of reserves, as at December 31, 2021: |
| | | | | | | | | Gold | Measured | | | | Indicated | Measured & Indicated | Inferred |
| | Au | Contained | | | | Au | Contained | | | Au | Au | Contained |
| | | | | | | Tonnes | Grade | Au (000s | | | | | | Tonnes | Grade | Au (000s | Tonnes | | | Grade | Contained | | | | | | Tonnes | Grade | Au (000s | | | | | | COG | Met |
| | | | | | | (000s) | (000s) | (000s) | | | Au (000s oz) | | | | | | (000s) | Rec % |
| | (g/t) | oz) | | | | (g/t) | oz) | | | (g/t) | (g/t) | oz) |
| Los Azules (82% attrib.) | | | | | | - | - | - | | | | | | 788,800 | 0.06 | 1,394 | 788,800 0.06 | | | | | | | | | | | | 1,394 | 2,186,000 0.04 | 3,116 | | | | | | 0.2%Cu | 90 |
| Total | | | | | | - | - | - | | | | | | 788,800 | 0.06 | 1,394 788,800 0.06 | | | | | | | | | | | | 1,394 2,186,000 0.04 | 3,116 |
| | Ag | Ag | Ag |
| | | | | Silver | | Tonnes | Grade | Contained | | | | | | Tonnes | Ag Grade | Contained | Tonnes | | | Grade | Contained | | | | | | Tonnes | Grade | Contained | | | | | | COG | Met |
| | | | | | | (000s) | (g/t) | Ag (Moz) | | | | | | (000s) | (g/t) | Ag (Moz) | (000s) | | | (g/t) | | | | | | | | | Ag (Moz) | (000s) | (g/t) | Ag (Moz) | | | | | | Rec % |
| Los Azules (82% attrib.) | | | | | | - | - | - | | | | | | 788,840 | 1.8 | 45.7 | 788,800 1.8 | | | | | | | | | | | | 45.7 | 2,186,000 1.6 | 111 | | | | | | 0.2%Cu | 90 |
| Total | | | | | | - | - | - | | | | | | 788,840 | 1.8 | 45.7 | 788,800 1.8 | | | | | | | | | | | | 45.7 | 2,186,000 1.6 | 111 |
| | | | | | | Tonnes | Cu | Contained | | | | | | Tonnes | Cu | Contained | Tonnes | | | Cu | Contained | | | | | | Tonnes | Cu | Contained | | | | | | | Met |
| | | | | Copper | | (000s) | Grade | Cu (Blbs) | | | | | | (000s) | Grade | Cu (Blbs) | (000s) | | | Grade | | | | | | | | | Cu (Blbs) | (000s) | Grade | Cu (Blbs) | | | | | | COG | Rec % |
| | (%) | | | | (%) | (%) | (%) |
| Los Azules (82% attrib.) | | | | | | - | - | - | | | | | | 788,800 | 0.48 | 8.4 | 788,800 0.48 | | | | | | | | | 8.4 | 2,186,000 0.33 | 15.8 | | | | | | 0.22% Cu 90 |
| Total | | | | | | - | - | - | | | | | | 788,800 | 0.48 | 8.4 | 788,800 0.48 | | | | | | | | | 8.4 | 2,186,000 0.33 | 15.8 |
| | Mo | | | | Mo | Mo | Mo |
| Molybdenum | | | | | | Tonnes | Grade | Contained | | | | | | Tonnes | Grade | Contained | Tonnes | | | Grade | Contained | | | | | | Tonnes | Grade | Contained | | | | | | | Met |
| | | | | | | (000s) | (%) | Mo (Mlbs) | | | | | | (000s) | (%) | Mo (Mlbs) | (000s) | | | (%) | Mo (Mlbs) | | | | | | (000s) | (%) | Mo (Mlbs) COG | | | | | | Rec % |
| Los Azules (82% attrib.) | | | | | | - | - | - | | | | | | 788,800 | 0.003 | 47 | 788,800 0.003 | | | | | | | | | 47 | 2,186,000 0.003 | 159.1 | | | | | | 0.2%Cu | 90 |
| Total | | | | | | - | - | - | | | | | | 788,800 0.003 | 47 | 788,800 0.003 | | | | | | | | | 47 | 2,186,000 0.003 | 159.1 |
| The following table is a variance of the mineral resources from December 31, 2021 and December 31, 2022: |
| | | | | | | | | | | | Property | Measured | Indicated | | | Measured & Indicated | | | | | | | Inferred |
| | | | | | | Mass % Grade | % | Metal % | | | | Mass % Grade % Metal % Mass % Grade | | | % | Metal % Mass % Grade | % | Metal % |
| Froome | | | | | | -5.8 | -7.4 | | | | | | -12.4 | -57.9 | 4.6 | -55.6 | | | -29.2 | | | | | | -2.1 | -30.4 | -21 | | | | | | -1.8 | -20.7 |
| Grey Fox | - | - | | | | | | - | - | - | | | - | - | | | | | | - | - | - | | | | | | - | - |
| Stock West | - | - | | | | | | - | 9.3 | -4.2 | | | 4.9 | 9.3 | | | | | | -4.2 | 4.9 | -0.8 | | | | | | -3 | -3.6 |
| Stock East | - | - | | | | | | - | - | - | | | - | - | | | | | | - | - | - | | | | | | - | - |
| Fuller | - | - | | | | | | - | - | - | | | - | - | | | | | | - | - | - | | | | | | - | - |
| Gold Bar mine | - | - | | | | | | - | 148.9 | -59.4 | | | 1.8 | 148.9 | | | | | | -59.4 | 1.8 | -21.6 | | | | | | 78.8 | 41.9 |
| Los Azules | - | - | | | | | | - | -16.9 | - | -16.9 | | | -16.9 | | | | | | - | -16.9 | -16.9 | | | | | | - | -16.9 |
| Fenix Project | - | - | | | | | | - | - | - | | | - | - | | | | | | - | - | - | | | | | | - | - |
| Notes to the 2022 Mineral Resource tables |
| Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that |
| any part of the mineral resources estimated will be converted into a mineral reserves estimate. The numbers in the tables |
| have been rounded to reflect the accuracy of the estimates and may not sum due to rounding. The inferred mineral resource |
| in these estimates has a lower level of confidence than that applied to an indicated mineral resource and must not be |
| converted to a mineral reserve. It is reasonably expected that the majority of the inferred mineral resource could be |
| upgraded to an indicated mineral resource with continued exploration. Underground mineral resources include the ‘must take’ minor material below cut-off grade within the potentially mineable |
| shape optimizer stopes that are generated by above-cut-off grade blocks. Canada – Fox Complex Mineral resources for the Froome mine are reported above an economic cut-off grade of 2.35 g/t gold assuming |
| underground extraction methods and based on a mining cost of C$80/t, process cost of C$24.34/t, G&A cost of C$10.50/t, |
| haulage cost of C$4.70/t, refining cost of C$1.82/oz, metallurgical recovery of 87%, royalty buyout of C$1.21/t, dilution |
| of 15%, and realized gold price of $1,632/oz (after considering the impact of our gold stream with Sandstorm Gold Ltd.). Mineral resources for Grey Fox are reported above an economic cut-off grade of 2.30 g/t gold assuming underground |
| extraction methods and based on a mining cost of C$80/t, process cost of C$24.34/t, G&A cost of C$10.50/t, haulage cost |
| of C$5.64/t, refining cost of C$1.82/oz, metallurgical recovery of 85%, royalty NSR of 2.65%, dilution of 15%, and gold |
| price of $1,725/oz. |
11 |
| Mineral resources for Stock West are reported above an economic cut-off grade of 1.95 g/t gold assuming underground |
| extraction methods and based on a mining cost of C$80/t, process cost of C$24.34/t, G&A cost of C$10.50/t, refining cost |
| of C$1.82/oz, metallurgical recovery of 94%, dilution of 15%, and gold price of $1,725/oz. Mineral Resources for Fuller are reported above an economic cut-off grade of 2.30 g/t gold assuming underground |
| extraction methods and based on a mining cost of C$90/t, process cost of C$24.55/t, G&A cost of C$10.50/t, haulage cost |
| of C$6.64/t, metallurgical recovery of 88%, 10% Net Profits Interest (NPI) royalty, dilution of 10% and gold price of |
| $1,725/oz. | |
| Mineral resources for Stock East are reported above an economic cut-off grade of 1.67 g/t gold assuming underground |
| extraction methods and based on a mining cost of $60.61/t, process cost of $18.60/t, G&A cost of $7.95/t, metallurgical |
| recovery of 94%, and gold price of $1,725/oz. The gold price used in estimating mineral resources of $1,725 was based on long-term consensus pricing forecasts |
| published in late 2022. Resources are stated as in-situ. In addition, underground constraining shapes were used to better |
| define reasonable prospects for eventual economic extraction. The Froome mine and Stock West used improvements to |
| modeling and estimation methodology and updates based on drilling results. The Froome mine also included changes due |
| to mining depletion. |
| United States - Gold Bar mine Mineral resources are based on the following economic input parameters: $3.19/ore ton mining cost, $1.99/waste ton |
| mining cost, $4.91/ore ton crushed process cost, $3.77/ore ton ROM process cost, $3.16/ore ton G&A cost, $0.475/oz gold |
| refining charge, $1.538/oz transport & sales cost, 99.95% payable gold, and a 1% royalty (Gold Bar South only). Mineral |
| resources stated are contained within a $1,725/oz gold sales price Lerchs-Grossmann pits based on end of November 2022 |
| topography. The gold price used in estimating mineral resources of $1,725 was based on long-term consensus pricing forecasts |
| published in late 2022. Resources are reported as in-situ. Recoveries are variable and as follows: 78% crushed oxide |
| recovery at Pick and Ridge, 50% mid-carbon recovery at Pick and Ridge, 72% ROM oxide recovery at Pick and Ridge, |
| 61% ROM oxide recovery at Gold Bar South, 0% ROM mid-carbon recovery. Cut-off grades are variable and based on |
| the presence or not of clay content, carbon content and recoveries. Changes in mineral resources are due to mining depletion during 2022. The following changes have impacted the project |
| mineral resources: Mining depletion at Pick and Gold Bar South; operating costs increase largely driven by an increase in |
| mining costs; project costs were re-estimated based on current mining activity and new contractor quotes; an update to the |
| mining schedule based on the costs. |
| Mexico – Fenix Project Gold and silver mineral resources were calculated using metal prices of $1,300/oz and $16/oz, respectively. These prices |
| were based off the 3-year trailing average of the London Closing Fix for 2017-2019 ($1,306 and $16.32) sourced from |
| Kitco’s Historical Data charts. |
| Mineral resources are stated as in situ for El Gallo Silver, and as crushed and stacked, ready for hauling and processing |
| for the El Gallo mine HLM. |
| El Gallo Silver: Milling recovery assumptions of 86% (sulfide) and 75% (oxide) for silver and 86% gold. Mining costs of |
| $1.95/t, processing and G&A costs of $26.15/t milled were used. Mineral resources are stated within an optimized pit shell |
| indicating reasonable prospects for eventual economic extraction. |
| HLM: Because of the unconsolidated nature of the heap leach material, the mine schedule plans to mine the entire heap |
| without the benefit of selectivity. Sub-cut-off leach pad material will inherently have potential acid generating sulfide |
| liabilities if placed in our waste dumps and so it will be prudent to process the entire leach pad and place tailings in a |
| previously mined pit at an overall environmental and economic benefit. Metallurgical recovery assumptions for the HLM |
| are 85% gold and 60% silver. |
12 |
| The differences in annual mineral resources at the El Gallo mine are attributed to the heap leach operation. Residual |
| leaching continued through 2022. There was a minor amount of metal recovered of 844 ounces of gold and 616 ounces of |
| silver at the operation in 2022. | |
| MSC - San José mine Mineral resources are reported at McEwen’s 49% attributable interest. Hochschild has a 51% interest in San José. Mineral |
| resources are in situ. Cut-off grades are reported in silver equivalent grams per tonne, calculated using a ratio of 75:1 Ag:Au. For mineral |
| resources, the silver equivalent cut-off grades are: 293 g/t silver equivalent. The December 31, 2022 mineral resource estimate was based on a gold price of $1,800/oz and a silver price of $24/oz. |
| P&E determined that these metal prices are suitable to be utilized for mineral resource estimation since they are based on |
| recognized consensus forecast prices. Ongoing definition, delineation and mine exploration dril ing will lead to better definition of existing resources or |
| extensions of known veins that will be reflected on the year-on-year comparison of both mineral resources. Mine depletion, |
| commodity price changes and equivalents leading to cut-off grade changes will also have an effect on the comparative |
| data. McEwen Copper - Los Azules The mineral resources estimate for Los Azules is reported inside of a pit shell. The parameters assumed are a copper price |
| of $2.75/lb, operating costs of $1.70/t mining, $5.00/t for processing and $1.00/t for G&A, and copper metallurgical |
| recovery of 90%. The mineral resources estimate is reported with a cut-off grade of 0.20% Cu. Mineral resources are in-situ and are reported at McEwen’s 68.1% attributable interest. |
| Competitive Business Conditions |
| We compete with many companies in the mining and mineral exploration and production industry, including large, |
| established mining companies with substantial capabilities, personnel, and financial resources. There is a limited supply |
| of desirable mineral lands available for claim-staking, lease, or acquisition in the United States, Canada, Mexico, |
| Argentina, and other areas where we may conduct our mining or exploration activities. We may be at a competitive |
| disadvantage in acquiring mineral properties, since we compete with these individuals and companies, many of which |
| have significantly greater financial resources and larger technical staffs than we do. From time to time, specific properties |
| or areas that would otherwise be attractive to us for exploration or acquisition may be unavailable due to their previous |
| acquisition by other companies or our lack of financial resources. |
| Competition in the industry is not limited to the acquisition of mineral properties, but also extends to the technical expertise |
| to find, advance, and operate such properties; the labor to operate the properties; and the capital for the purpose of funding |
| such exploration and development. Many competitors not only explore for and mine precious and base metals but conduct |
| refining and marketing operations on a world-wide basis. Such competition may result in our company not only being |
| unable to acquire desired properties, but to recruit or retain qualified employees or to acquire the capital necessary to fund |
| our operation and advance our properties. Our inability to compete with other companies for these resources would have |
| a material adverse effect on our results of operation, financial condition and cash flows. |
| General Government Regulations |
| In the United States, Canada, Mexico and Argentina, we are subject to various governmental laws and regulations, |
| including environmental regulations. Other than operating licenses for our mining and processing facilities and concessions |
13 |
| granted under contracts with the host government, there are no third-party patents, licenses or franchises material to our |
| business. The applicable laws and regulations applicable to us include but are not limited to: |
| | • | mineral concession rights. |
| | • | surface rights. |
| | • | water rights. |
| | • | mining royalties. |
| | • | environmental laws. |
| | • | mining permits. |
| | • | mining and income taxes. |
| | • | health and safety laws and regulations. |
| | • | labor laws and regulations. |
| | • | export regulations. |
| We believe that all of our properties are operated in compliance with all applicable governmental laws and regulations. | | |
| Reclamation Obligations |
| Under applicable laws in the jurisdictions where our properties are located, we are required to reclaim disturbances caused |
| by our mining activities. Accordingly, we have recorded estimates in our financial statements for our reclamation |
| obligations, in accordance with United States Generally Accepted Accounting Principles (“US GAAP” or “GAAP”) the |
| most significant of which are related to our properties in the U.S., Canada and Mexico. |
| Estimated future reclamation costs are based primarily on legal and regulatory requirements. At December 31, 2022, we |
| accrued $41.8 million for reclamation costs relating to currently developed and producing properties. These amounts are |
| included in Asset Retirement Obligation on the Consolidated Balance Sheets. |
| U.S. Environmental Laws |
| We are subject to extensive environmental regulation under the laws of the U.S. and the state of Nevada, where our U.S. |
| operations are conducted. For example, certain mining wastes resulting from the extraction and processing of ores would |
| be considered hazardous waste under the Resource Conservation and Recovery Act (“RCRA”) and state law equivalents, |
| but we are currently exempt from the extensive set of Environmental Protection Agency (“EPA”) regulations governing |
| hazardous waste. If our mine wastes were treated as hazardous waste under RCRA or such wastes resulted in operations |
| being designated as “Superfund” sites under the Comprehensive Environmental Response, Compensation, and Liability |
| Act (“CERCLA”) or state law equivalents for cleanup, significant expenditures could be required for the construction of |
| additional waste disposal facilities, for other remediation expenditures, or for natural resource damages. Under CERCLA, |
| any present or past owners or operators of a Superfund site generally may be held liable and may be forced to undertake |
| remedial cleanup action or to pay for the government’s cleanup efforts. Such owners or operators may also be liable to |
| governmental entities for the cost of damages to natural resources, which may be substantial. Additional regulations or |
| requirements may also be imposed upon our operations, tailings, and waste disposal areas, as well as upon mine closure |
| under federal and state environmental laws and regulations, including, without limitation, CERCLA, the Clean Water Act, |
| Clean Air Act, the Endangered Species Act and state law equivalents. See Note 12 to our consolidation financial |
| statements, Reclamation and Remediation Liabilities, for information on reclamation obligations under governmental |
| environmental laws. |
| We have reviewed and considered current federal legislation relating to climate change and do not believe it to have a |
| material effect on our operations. Future changes in U.S. federal or state laws or regulations could have a material adverse |
| effect upon us and our results of operations. |
14 |
| Foreign Government Regulations |
| Canada, where the Fox Complex is located, and Mexico, where the El Gallo mine and Fenix Project are located, have both |
| adopted laws and guidelines for environmental permitting that are similar to those in effect in the U.S. The permitting |
| process requires a thorough study to determine the baseline condition of the mining site and surrounding area, an |
| environmental impact analysis, and proposed mitigation measures to minimize and offset the environmental impact of |
| exploration and mining operation activities. We have received all permits required to operate our current activities in |
| Canada and Mexico and have received all permits necessary for the exploration activities being conducted at our non-U.S. |
| properties. |
| Customers |
| Production from the Gold Bar mine, the Froome mine, and the El Gallo mine is sold as refined metal on the spot market |
| or doré under the terms set out in doré purchase agreements. |
| We have doré purchase agreements with Canadian financial institutions, Asahi Refining (“Asahi”), and with metals trading |
| companies. Under the terms of our doré purchase agreements, we have the option to sell approximately 90% of the gold |
| and silver contained in doré bars produced at the Gold Bar, Froome and El Gallo mines prior to the completion of refining. |
| On July 27, 2022, we entered into a precious metals purchase agreement with Auramet International LLC (“Auramet”). |
| Under this agreement, we have the option to sell the gold on a Spot Basis, on a Forward Basis and on a Supplier Advance |
| basis. During the year ended December 31, 2022, in respect of our 100% owned mines, 52% of our sales were made to |
| Asahi, and 46% of our sales were made to Auramet. |
| During the year ended December 31, 2022, 92% of the total sales from the San José mine were made to three companies: |
| Aurubis AG, a German company, accounted for 15% of the total sales; LS Nikko Copper, a Korean company, accounted |
| for 35% of the total sales and Argor-Heraeus, a Swiss company, accounted for 42% of the total sales. MSC has sales |
| agreements with each of these purchasers. The remaining 8% of San José’s sales are made to a number of customers under |
| smaller contract quantities. |
| In the event that our customer relationships or MSC’s customer relationships were interrupted for any reason, we believe |
| that we or MSC could locate other purchasers for our products. However, any interruption may temporarily disrupt the |
| sale of our products and may affect our operating results. |
| Human Capital Resources |
| As of December 31, 2022, we had 520 employees, including 75 in the United States, 25 in Toronto, Ontario, Canada, 193 |
| in Timmins, Ontario, Canada, 84 in Mexico, and 143 in Argentina. All our employees based in Toronto work in an |
| executive, technical or administrative position, while our employees in the United States, Timmins, Mexico, and Argentina |
| include management, laborers, craftsmen, miners, geologists, environmental specialists, information technologists, and |
| various other support roles. As of December 31, 2022, MSC had 1,348 employees in Argentina. We also frequently engage |
| independent contractors in connection with certain administrative matters and the exploration of our properties, such as |
| drillers, geophysicists, geologists, and other specialty technical disciplines. For Canada and United States, we also engage |
| independent contractors for technical and professional expertise as well as extractive and exploration activities such as |
| drilling, geophysics, hauling and crushing. Of our employees in Mexico, 35 are covered by union labor contracts and we |
| believe we have good relations with them. |
| As part of our fundamental need to attract and retain talent, we regularly evaluate our compensation, benefits and employee |
| wellness offerings. We have determined that our compensation arrangements are competitive in the industry. Over 93% |
| of our U.S. employees are enrolled in our medical benefit plan, over 90% of U.S. employees contribute to our 401(k) plan |
| and 94% of employees in Canada contribute to our Deferred Profit Share Plan. Supplemental healthcare is provided above |
| government requirements in both Canada and Mexico. |
15 |
| Risk Factor Summary |
| Our business and operations are subject to a number of risks and uncertainties which you should be aware of prior to |
| making a decision to invest in our common stock. Listed below is a summary of these risks, which are described more |
| fully immediately following in the section titled “Item 1A. RISK FACTORS.” |
| Risks Related to Our Financial Condition, Results of Operation and Cash Flows |
| • | Our results of operations, cash flows and the value of our properties are highly dependent on the market prices |
| | of gold, silver, and copper and these prices can be volatile, which may cause volatility in the price of our |
| | common stock. |
| • | We have incurred substantial losses in recent years and may never be profitable. |
| • | Our current operations require substantial capital investment from outside sources, and we may be unable to raise |
| | additional funding on favorable terms to develop additional mining operations. |
| • | Our ongoing reliance on equity funding will result in continued dilution to our existing shareholders. |
| • | Our indebtedness adversely affects our cash flow and may adversely affect our ability to operate our business. |
| • | Any failure to meet our debt obligations could harm our business and financial condition and may require us to |
| | sell assets or take other steps to satisfy the debt. |
| • | Restrictive debt covenants contained in our debt agreement could limit our growth and our ability to finance our |
| | operations, fund our capital needs, respond to changing conditions, and engage in other business activities that |
| | may be in our best interests. |
| • | Increased operating and capital costs could adversely affect our results of operations. |
| • | If we do not hedge our exposure to reductions in gold and silver prices, we may be subject to significant reductions |
| | in the price we receive for our products. |
| • | Estimates relating to new development projects and mine plans of existing operations are uncertain and we may |
| | incur higher costs and lower economic returns than estimated. |
| • | We are subject to foreign currency risks which may increase our costs and affect our results of operation. |
| • | Our continuing reclamation obligations at Tonkin, Gold Bar, Fox Complex, El Gallo, and other properties could |
| | require significant additional expenditures. |
| • | There is no guarantee that we will declare distributions to shareholders. |
| Risks Relating to our Operations as a Mining Company |
| • | Our estimates of proven and probable mineral reserves and resources are based on interpretation and assumptions |
| | and may yield less mineral production than is currently estimated or may result in additional impairment charges |
| | to our operations. |
| • | We may be unable to replace gold and silver reserves as they become depleted. |
| • | Our acquisitions may not achieve their intended results. |
| • | We own our 49% interest in the San José mine under the terms of an option and joint venture agreement and are |
| | therefore unable to control all aspects of the exploration and development of, and production from, this property. |
| • | The development of the Los Azules project presents challenges that may negatively affect, if not completely |
| | negate, the feasibility for development of the property. |
| • | We may acquire additional exploration-stage properties on which reserves may never be discovered. |
| • | The nature of mineral exploration and production activities involves a high degree of risk and the possibility of |
| | uninsured losses that could adversely and materially affect our operations. |
| • | Our operations are subject to permitting requirements which could require us to delay, suspend or terminate our |
| | operations on our mining properties. |
| • | Our operations in Argentina, Mexico and Canada subject us to political and social risks. |
| • | Our operations face substantial regulation of health and safety. |
| • | Reform of the General Mining Law in the United States could adversely affect our results of operations. |
16 |
| • | Title to mineral properties can be uncertain, and we may be at risk of loss of ownership of one or more of our |
| properties. |
| • | We cannot ensure that we will have an adequate supply of water to complete desired exploration or development |
| of our mining properties. |
| • | Our ongoing operations and past mining activities are subject to environmental risks, which could expose us to |
| significant liability and delay, suspension or termination of our operations. |
| • | Our industry is highly competitive, attractive mineral lands are scarce, and we may not be able to obtain quality |
| properties. |
| • | We rely on contractors to conduct a significant portion of our operations and construction projects. |
| • | If our employees or contractors engage in a strike, work stoppage or other slowdown, we could experience |
| business disruptions and/or increased costs. |
| • | Our business is sensitive to nature and climate conditions. |
| • | Mining companies are increasingly required to consider and provide benefits to the communities and countries |
| in which they operate in order to maintain operations. |
| Risks Related to Our Common Stock |
| • | A small number of existing shareholders own a significant portion of McEwen Mining common stock, which |
| could limit your ability to influence the outcome of any shareholder vote. |
| • | Our stock price may be volatile, and as a result you could lose all or part of your investment. |
| • | Failure of the Company to maintain compliance with the NYSE listing requirements could result in delisting of |
| our common stock, which in turn could adversely affect our future financial condition and the market for our |
| common stock. |
| • | The future issuances of our common stock will dilute current shareholders and may reduce the market price of |
| our common stock. |
| General Risks |
| • | The Coronavirus pandemic could result in adverse operating results due to workforce reductions, supply and/or |
| demand interruptions and travel restrictions. |
| • | We do not insure against all risks to which we may be subject in our operations. |
| • | Our business is subject to the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws, a |
| breach or violation of which could lead to civil and criminal fines and penalties, loss of licenses or permits and |
| reputational harm. |
| • | We conduct operations in a number of foreign countries and are exposed to legal, political and social risks |
| associated with those operations. |
| • | Our business depends on good relations with our employees, and if we are unable to attract and retain additional |
| highly skilled employees, our business and future operations may be adversely affected. |
| • | Our business could be negatively impacted by security threats, including cybersecurity threats, and other |
| disruptions. |
| • | Several of our directors and officers are residents outside of the United States, and it may be difficult for |
| shareholders to enforce within the United States any judgments obtained against such directors or officers. |
| • | The laws of the State of Colorado, our Articles of Incorporation and agreements with certain officers and directors |
| may protect our directors from certain types of lawsuits. |
| • | We may be required to write down certain long-lived assets, due to metal prices, operational challenges or other |
| factors. Such write- downs may adversely affect our results of operations and financial condition. |
| • | A significant delay or disruption in sales of concentrates or doré as a result of the unexpected disruption in services |
| provided by smelters or refiners or other third parties could have a material adverse effect on our results of |
| operations. |
17 |
| ITEM 1A. RISK FACTORS |
| Our operations and financial condition are subject to significant risks, including those described below. You should |
| carefully consider these risks. If any of these risks actually occurs, our business, financial condition, and/or results of |
| operation could be adversely affected. This report, including Management’s Discussion and Analysis of Financial |
| Condition and Results of Operations, contains forward looking statements that may be affected by several risk factors, |
| including those set forth below. The following information summarizes all material risks known to us as of the date of |
| filing this report: |
| Risks Relating to Our Financial Condition, Results of Operation and Cash Flows |
| Our results of operations, cash flows and the value of our properties are highly dependent on the market prices of gold, |
| silver, and copper and these prices can be volatile. |
| The profitability of our gold and silver mining operations and the value of our mining properties are directly related to the |
| market price of gold, silver and copper. The price of gold, silver and copper may also have a significant influence on the |
| market price of our common stock. Historically, the market price of gold and silver has fluctuated significantly and is |
| affected by numerous factors beyond our control. These factors include supply and demand fundamentals, global or |
| national political or economic conditions, expectations with respect to the rate of inflation, the relative strength of the U.S. |
| dollar and other currencies, interest rates, gold and silver sales and loans by central banks, forward sales by metal |
| producers, accumulation and divestiture by exchange traded funds, and a number of other factors such as industrial and |
| commercial demand. The volatility of mineral prices represents a substantial risk which no amount of planning or technical |
| expertise can fully eliminate. This is especially true since we do not hedge any of our sales. |
| We derive all of our revenue from the sale of gold and silver and our results of operations will fluctuate as the prices of |
| these metals change. A period of significant and sustained lower gold and silver prices would materially and adversely |
| affect our results of operations and cash flows. In the event metal prices decline or remain low for prolonged periods of |
| time, our existing producing properties may become uneconomic, and we might be unable to develop our undeveloped |
| properties, which may further adversely affect our results of operations, financial performance and cash flows. An asset |
| impairment charge may also result from the occurrence of unexpected adverse events that impact our estimates of expected |
| cash flows generated from our producing properties or the market value of our non-producing properties, including a |
| material diminution in the price of gold and/or silver. |
| During 2022, the price of gold, as measured by the London PM fix, fluctuated between $1,629 and $2,039 per ounce, while |
| the price of silver fluctuated between $17.77 and $26.18 per ounce. As at March 10, 2023, gold, silver and copper prices |
| were $1,861.25/oz, $20.09/oz, and $3.86/lb, respectively. |
| We have incurred substantial losses in recent years and may never return to profitability. |
| During the three years ended December 31, 2022, 2021, and 2020, we have incurred pre-tax losses on an annual basis of |
| $80.3 million $64.2 million and $153.7 million, respectively. As of December 31, 2022, our accumulated deficit, which |
| includes historic non-cash impairment charges, was $1.3 billion. In the future, our ability to become profitable will depend |
| on the profitability of the Gold Bar mine, the Fox Complex, including the Froome mine and Stock deposits, and the San |
| José mine, our ability to generate revenue sufficient to cover our costs and expenses, and our ability to advance, sell or |
| otherwise monetize our other properties and our interest in the Los Azules copper project. In pursuit of profitability, we |
| will seek to identify additional mineralization that can be extracted economically at operating and exploration properties. |
| For our non-operating properties that we believe demonstrate economic potential, we need to either develop our properties, |
| locate and enter into agreements with third party operators, or sell the properties. We may suffer significant additional |
| losses in the future and may not be profitable again. Even if we do achieve profitability, we may not be able to sustain or |
| increase profitability on a quarterly or annual basis. |
18 |
| Our business requires substantial capital investment from outside sources, and we may be unable to raise additional |
| funding on favorable terms to develop additional mining operations. In addition, our ongoing reliance on equity |
| funding will result in continued dilution to our existing shareholders. |
| We have in the past and will likely in the future require significant capital to develop our exploration projects. A significant |
| portion of that funding in the past has come in the form of sales of our common stock. We continue to evaluate capital and |
| development expenditure requirements as well as other options to monetize certain assets in the Company’s portfolio |
| including Los Azules, Grey Fox, Stock West and the Fenix Project. If we make a positive decision to develop one or more |
| of these initiatives, the expenditures incurred may significantly exceed our working capital. Our ability to obtain necessary |
| funding, in turn, depends upon a number of factors, including the state of the economy, our operating results and applicable |
| commodity prices. We may not be successful in obtaining the required financing to advance our projects or for other |
| purposes, on terms that are favorable to us or at all, in which case, our ability to replace reserves and continue operating |
| would be adversely affected. Failure to obtain such additional financing could result in delay or indefinite postponement |
| of further exploration or potential development and in the possible partial or total loss of our interest in certain properties. |
| Even if we are successful in obtaining additional equity capital, it will result in dilution to existing shareholders. | |
| Our indebtedness adversely affects our cash flow and may adversely affect our ability to operate our business. |
| As of December 31, 2022, we had an outstanding long term, secured debt with a principal amount of $50.0 million and an |
| outstanding long term, unsecured subordinated promissory note with a principal amount of $15.0 million. Repayment of |
| the debt is secured by a lien on certain of our and our subsidiaries’ assets. This debt requires us to make monthly principal |
| payments of $2.0 million beginning on August 31, 2023 for 18 months, with a final $12.0 million principal payment on |
| March 31, 2025. The promissory note is payable in full on or before September 25, 2025, and interest on the promissory |
| note is payable monthly at a rate of 8% per annum. |
| We cannot be certain that our cash flow from operations will be sufficient to allow us to pay the principal and interest on |
| our debt and meet our other obligations. Even if we have sufficient cash flow to retire the debt, those payments will affect |
| the amount of cash we have available for capital investment, exploration, ongoing operations and other purposes. Payments |
| on our debt may also inhibit our ability to react to changing business conditions. |
| Any failure to meet our debt obligations could harm our business and financial condition and may require us to sell |
| assets or take other steps to satisfy the debt. |
| Our ability to make payments on and/or to refinance our indebtedness and to fund planned capital expenditures will depend |
| on our ability to generate sufficient cash flow from operations or financing in the future. We cannot assure that our business |
| will generate sufficient cash flow from operations or that future borrowings, or other financing will be available to us in |
| an amount sufficient to enable us to pay principal and interest on our indebtedness or to fund our other liquidity needs. |
| Decreases in precious metal prices, in addition to our ability to execute our mine plans at existing operations, may adversely |
| affect our ability to generate cash flow from operations. If our cash flow and existing capital resources are insufficient to |
| fund our debt obligations, we may be forced to reduce our planned capital expenditures, sell assets, seek additional equity |
| or debt capital, or restructure our debt, and any of these actions, if completed, could adversely affect our business and/or |
| the holders of our securities. We cannot assure that any of these remedies could, if necessary, be completed on |
| commercially reasonable terms, in a timely manner or at all. In addition, any failure to make scheduled payments of interest |
| and principal on our outstanding indebtedness could result in the immediate acceleration of the debt and foreclosure of our |
| assets. |
| Restrictive debt covenants could limit our growth and our ability to finance our operations, fund our capital needs, |
| respond to changing conditions, and engage in other business activities that may be in our best interests. |
| Our credit facility contains covenants that restrict or limit our ability to: |
| | | • | Pay dividends or distributions on our capital stock; |
| | | • | Borrow additional funds; |
| | | • | Repurchase, redeem, or retire our capital stock; |
19 |
| • | Make certain loans and investments; |
| • | Sell assets; |
| • | Enter into certain transactions with affiliates; |
| • | Create or assume certain liens on our assets; |
| • | Make certain acquisitions; or |
| • | Engage in certain other corporate activities. |
| | As part of our facility, the debt can be called in certain circumstances, including on demand in the event of a material |
| | adverse change in our business or our inability to satisfy certain financial tests on an ongoing basis. Our ability to comply |
| | with these requirements may be affected by events beyond our control, and we cannot assure you that we will satisfy them |
| | in the future. In addition, these requirements could limit our ability to obtain future financings, make needed capital |
| | expenditures, withstand a future downturn in our business or the economy in general, or otherwise conduct necessary |
| | corporate activities. We may also be prevented from taking advantage of potential business opportunities that arise because |
| | of the restrictive covenants under our debt agreement. A breach of any of the covenants in our debt agreements could result |
| | in a default under the agreement. |
| | Increased operating and capital costs could adversely affect our results of operations. |
| | Costs at any particular mining location are subject to variation due to a number of factors, such as variable ore grade, |
| | changing metallurgy and revisions to mine plans in response to the physical shape and location of the ore body, as well as |
| | the age and utilization rates for the mining and processing- related facilities and equipment. In addition, costs are affected |
| | by the price and availability of input commodities, such as fuel, electricity, labor, chemical reagents, explosives, steel, |
| | concrete and mining and processing related equipment and facilities. Commodity costs are, at times, subject to volatile |
| | price movements, including increases that could make production at certain operations less profitable. Further, changes in |
| | laws and regulations can affect commodity prices, uses and transport. Reported costs may also be affected by changes in |
| | accounting standards. A material increase in costs at any significant location could have a significant adverse effect on our |
| | results of operation and operating cash flow. |
| | We could have significant increases in capital and operating costs over the next several years in connection with the |
| | development of new projects in challenging jurisdictions and in the sustaining and/or expansion of existing mining and |
| | processing operations. Costs associated with capital expenditures may increase in the future as a result of factors beyond |
| | our control. Increased capital expenditures may have an adverse effect on the results of operation and cash flow generated |
| | from existing operations, as well as the economic returns anticipated from new projects. |
| | If we do not hedge our exposure to reductions in gold and silver prices, we may be subject to significant reductions in |
| | price. |
| | We do not use hedging transactions with respect to any of our gold and silver production. Accordingly, we may be exposed |
| | to more significant price fluctuations if gold and/or silver prices decline. While the use of hedging transactions limits the |
| | downside risk of price declines, their use also may limit future revenues from price increases. Hedging transactions also |
| | involve the risk that the counterparty may be unable to satisfy its obligations. |
| | Estimates relating to new development projects and mine plans of existing operations are uncertain and we may incur |
| | higher costs and lower economic returns than estimated. |
| | Our decision to develop a project is typically based on the results of feasibility studies, which estimate the anticipated |
| | economic returns of a project. However, the actual project profitability or economic feasibility may differ from such |
| | estimates as a result of any of the following factors, among others: |
| • | Changes in metals prices; |
| • | Changes in tonnage, grades and metallurgical characteristics of mineralized material to be mined and |
| processed; |
| • | Changes in input commodity and labor costs; |
20 |
| • | The quality of the data on which engineering assumptions were made; |
| • | Adverse geotechnical conditions; |
| • | Availability of an adequate and skilled labor force; |
| • | Availability, supply and cost of utilities such as water and power; |
| • | Fluctuations in inflation and currency exchange rates; or |
| • | Changes in tax laws, the laws and/or regulations around royalties and other taxes due to the regional and |
| national governments and royalty agreements. |
| | Our recent development activities, including at our Gold Bar mine and at the Fox Complex, may not result in the expansion |
| | or replacement of past production with new production, or one or more of these new production sites or facilities may be |
| | less profitable than currently anticipated or may not be profitable at all, any of which could have a material adverse effect |
| | on our results of operations and financial position. |
| | For our existing operations, we base our mine plans on geological, metallurgical and engineering assumptions, financial |
| | projections and commodity price estimates. These estimates are periodically updated to reflect changes in our operations, |
| | including modifications to our proven and probable reserves and measured, indicated and inferred resources, revisions to |
| | environmental obligations, changes in legislation and/or our political or economic environment, and other significant |
| | events associated with mining operations. There are numerous uncertainties inherent in estimating quantities and qualities |
| | of gold, silver and copper and costs to mine recoverable reserves, including many factors beyond our control, that could |
| | cause actual results to differ materially from expected financial and operating results or result in future impairment charges. |
| | We are subject to foreign currency risks which may increase our costs and affect our results of operation. |
| | While we transact most of our business in U.S. dollars, certain expenses, such as labor, operating supplies, and property |
| | and equipment, may be denominated in Canadian dollars, Mexican pesos or Argentine pesos. As a result, currency |
| | exchange fluctuations and foreign exchange regulations may impact our operating costs. The appreciation of non-U.S. |
| | dollar currencies against the U.S. dollar increases costs and the cost of purchasing property and equipment in U.S. dollar |
| | terms in Canada, Mexico and Argentina, which can adversely impact our operating results and cash flows. |
| | The value of cash and cash equivalents denominated in foreign currencies also fluctuates with changes in currency |
| | exchange rates. Appreciation of non-U.S. dollar currencies results in a foreign currency gain on such investments and a |
| | depreciation in non-U.S. dollar currencies results in a loss. We have not utilized market risk sensitive instruments to |
| | manage our exposure to foreign currency exchange rates but may do so in the future. We also hold portions of our cash |
| | reserves in Canadian, Mexican and Argentine currency. |
| | Our continuing reclamation obligations at Tonkin, Gold Bar, Fox Complex, El Gallo, and other properties could |
| | require significant additional expenditures. |
| | We are responsible for the reclamation obligations related to disturbances on all our properties. In Canada and the United |
| | States, we are required to post bonds to ensure performance of our reclamation obligations. As of December 31, 2022, we |
| | have accrued $41.8 million in estimated reclamation costs for our properties, including $39.4 million covered by surety |
| | bonds for projects in the United States and Canada. We have not posted a bond in Mexico as none is required by the current |
| | legislation; however, we have recorded a liability of $10.5 million based on the estimated amount of our reclamation |
| | obligations in that jurisdiction. |
| | There is a risk that any surety bond or recorded liability, even if increased based on the analysis and work performed to |
| | update the reclamation obligations, could be inadequate to cover the actual costs of reclamation when actually carried out. |
| | The satisfaction of bonding requirements and continuing reclamation obligations will require a significant amount of |
| | capital. Further, it is possible that the United States Bureau of Land Management may request that we provide additional |
| | long-term financing supported by a long-term trust for an amount that cannot be determined at present. There is a risk that |
| | we will be unable to fund any additional bonding requirements or that the surety bonds may no longer be accepted by the |
| | governmental agencies as satisfactory reclamation coverage, in which case we would be required to replace the surety |
| | bonding with cash, and further, that the regulatory authorities may increase reclamation and bonding requirements to such |
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| a degree that it would not be commercially reasonable to continue exploration activities, which may adversely affect our |
| results of operations, financial performance and cash flows. |
| There is no guarantee that we will declare distributions to shareholders. |
| From June 2015 to September 2018, we paid a distribution to holders of our common stock on a semi-annual basis. Those |
| distributions were suspended in March 2019. Any determination to reinstate this distribution on our common stock will be |
| based primarily upon covenants in outstanding debt instruments, our financial condition, results of operations and capital |
| requirements, including for capital expenditures and acquisitions, and our Board of Directors’ determination that the |
| distribution to shareholders is in the best interest of our shareholders and in compliance with all laws and agreements |
| applicable to the Company. The provisions of our outstanding secured debt prohibit us from paying dividends, even if our |
| operations might warrant such payment. |
| Risks Relating to Our Operations as a Mining Company |
| Our estimates of proven and probable mineral reserves and resources are based on interpretation and assumptions and, |
| under actual conditions, may yield less mineral production than is currently estimated or may result in additional |
| impairment charges to our operations. |
| Unless otherwise disclosed, proven and probable reserves and measured, indicated and inferred resources figures presented |
| in our filings with securities regulatory authorities, including the SEC, in our news releases and other public statements |
| that may be made from time to time, are based upon estimates made by both independent and our own internal |
| professionals. Estimates of proven and probable reserves and measured, indicated and inferred resources are subject to |
| considerable uncertainty and are based, to a large extent, on the prices of gold and silver and interpretations of geologic |
| data obtained from drill holes and other exploration techniques. These prices and interpretations are subject to change. If |
| we determine that certain of our estimated reserves or resources have become uneconomic, we may be forced to reduce |
| our estimates. Actual production may be significantly less than we expect and such reductions may result in impairment |
| charges such as we experienced in 2020. |
| When making determinations about whether to advance any of our projects to development, we rely upon such estimated |
| calculations as to the mineralized material and grades of mineralization on our properties. Until ore is mined and processed, |
| mineralized material and grades of mineralization must be considered as estimates only. We cannot ensure that these |
| estimates will be accurate, or this mineralization can be mined or processed profitably. |
| Any material changes in mineral estimates and grades of mineralization may affect the economic viability of placing a |
| property into production and such property’s return on capital. There can be no assurance that minerals recovered in small |
| scale tests will be recovered in large-scale tests under on-site conditions or in production scale. Extended declines in market |
| prices for gold and/or silver may render portions of our mineralization estimates uneconomic and result in reduced reported |
| mineralization or adversely affect the commercial viability of one or more of our properties. Any material reductions in |
| estimates of mineralization, or of our ability to extract this mineralization, could have a material adverse effect on our |
| results of operations or financial condition. |
| Investors should also be aware that calculations of “reserves” and “resources” differ under SEC reporting standards and |
| those under other international standards, such as Canada. Investors should also be aware that resources may not be |
| converted into reserves. Please also see, CAUTIONARY NOTE TO UNITED STATES INVESTORS-INFORMATION |
| CONCERNING PREPARATION OF RESOURCE AND RESERVE ESTIMATES. |
| We may be unable to replace gold and silver reserves as they become depleted. |
| Like all metal producers, we must continually replace reserves depleted by production to maintain production levels over |
| the long term and provide a return on invested capital. Depleted reserves can be replaced in several ways, including |
| expanding known ore bodies, locating new deposits or acquiring interests in reserves from third parties. Exploration is |
| highly speculative in nature, involves many risks and uncertainties and is frequently unsuccessful in discovering significant |
| mineralization. Accordingly, our current or future exploration programs may not result in new mineral producing |
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| operations. Even if significant mineralization is discovered, it will likely take many years from the initial phases of |
| exploration to commencement of production, during which time the economic feasibility of production may change. |
| From time to time, we may acquire reserves from other parties, as we did in 2017. Such acquisitions are based on an |
| analysis of a variety of factors including historical operating results, estimates and assumptions on the extent of ore |
| reserves, the timing of production from such reserves, cash and other operating costs. In addition, we may rely on data and |
| reports prepared by third parties (including in relation to the ability to permit and comply with existing regulations), which |
| may contain information or data that we are unable to independently verify or confirm in advance. Other than historical |
| operating results, these factors are uncertain, they may contribute to the uncertainties related to the process used to estimate |
| ore reserves and have an impact on our revenue, our cash flow and other operating issues. |
| As a result of these uncertainties, our exploration programs and acquisitions may not result in the expansion or replacement |
| of our current production with new ore reserves or operations, which could have a material adverse effect on our business, |
| prospects, results of operations and financial position. |
| Our acquisitions may not achieve their intended results. |
| Our acquisitions subject us to many risks. The Fox Complex acquired in 2017 was a distressed asset which has struggled |
| to produce positive cash flows during its years of operation. We are working to improve the operations but without a |
| reserve base, the success of this operation is dependent upon finding additional mineralization through exploration and |
| there is no guarantee that we will be able to convert this mineralization into mineable reserves. We may discover title |
| defects, adverse environmental or other conditions relating to the properties acquired of which we are currently unaware. |
| Environmental, title, and other problems could reduce the value of the properties to us, and depending on the |
| circumstances, we could have limited or no recourse to the sellers with respect to those problems. We have assumed |
| substantially all of the liabilities associated with acquired properties, and such liabilities could be significant. |
| We own our 49% interest in the San José mine under the terms of an option and joint venture agreement (“OJVA”), |
| and therefore we are unable to control all aspects of the exploration and development of, and production from, this |
| property. |
| Our interest in the San José mine is subject to the risks normally associated with the conduct of joint ventures. A |
| disagreement between joint venture partners on strategic decisions or how to conduct business efficiently, the inability of |
| joint venture partners to meet their obligations to the joint venture or third parties, or litigation arising between joint venture |
| partners regarding joint venture matters could have a material adverse effect on the viability of our interests held through |
| the joint venture. Since all day-to-day decisions are made by the majority owner of the venture, we are unable to participate |
| in those decisions, including whether and when to pay dividends to the venture partners. |
| Even if we are successful in achieving one or more of our strategic initiatives at the Los Azules project, its development |
| presents challenges that may negatively affect, if not completely negate, the feasibility for development of the property. |
| Los Azules is located in a remote location, previously accessibly only by 75 miles of dirt road with eight river crossings |
| and two mountain passes above 13,450 feet. An additional access road at lower altitude was completed in May 2022, |
| which has one mountain pass above 11,000 feet. Even assuming that technical difficulties associated with this remote |
| location can be overcome, the significant capital costs required to develop the project may make the project uneconomical. |
| If the long-term price of copper decreased significantly below the current price or capital cost estimates increased |
| significantly, Los Azules may not be feasible for development, and we may have to write off the remaining carrying value |
| of the asset. Furthermore, the project’s economic feasibility has not yet been demonstrated through a full feasibility study. |
| The Preliminary Economic Assessment (“PEA”) is preliminary in nature, includes S-K 1300 mineral resources that are |
| considered too speculative geologically to have economic considerations applied to them that would allow them to be |
| categorized as mineral reserves either under S-K 1300 or NI 43-101, and there is no certainty that the PEA will be realized. |
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| We may acquire additional exploration-stage properties on which reserves may never be discovered. |
| We have acquired in the past and may acquire in the future additional exploration-stage properties. There can be no |
| assurance that we have completed or will be able to complete the acquisition of such properties at reasonable prices or on |
| favorable terms and that reserves will be identified on any properties that we acquire. We may also experience negative |
| reactions from the financial markets if we are unable to successfully complete acquisitions of additional properties or if |
| reserves are not located on acquired properties. These factors may adversely affect the trading price of our common stock |
| or our financial condition or results of operations. |
| The nature of mineral exploration and production activities involves a high degree of risk and the possibility of |
| uninsured losses that could adversely and materially affect our operations. |
| Exploration for and production of minerals is highly speculative and involves greater risk than many other businesses. |
| Many exploration programs do not result in the discovery of mineralization, and any mineralization discovered may not |
| be of sufficient quantity or quality to be profitably mined. Few properties that are explored are ultimately advanced to |
| production. Our current exploration efforts, and future development and mining operations are subject to all of the |
| operating hazards and risks normally incident to exploring for and developing mineral properties, such as, but not limited |
| to: |
| | • | economically insufficient mineralized material; |
| | • | fluctuations in production costs that may render mining uneconomical; |
| | • | availability of labor, contractors, engineers, power, transportation and infrastructure; |
| | • | labor disputes; |
| | • | potential delays related to social, public health, and community issues; |
| | • | negotiations with aboriginal groups or local populations affecting our efforts to explore, develop or produce |
| | gold and silver deposits; |
| | • | unanticipated variations in grade and other geological problems; |
| | • | environmental hazards; |
| | • | water conditions; |
| | • | difficult surface or underground conditions; |
| | • | metallurgical and other processing problems; |
| | • | mechanical and equipment performance problems; |
| | • | industrial accidents, personal injury, fire, flooding, cave-ins, landslides and other natural disasters; and |
| | • | decrease in reserves or resources due to a lower price of silver, gold or copper. |
| Any of these risks can adversely and materially affect, among other things, the development of properties, production |
| quantities and rates, costs and expenditures, potential revenues and production dates. We currently have no insurance to |
| guard against any of these risks, except in very limited circumstances. If we determine that capitalized costs associated |
| with any of our mineral interests are not likely to be recovered, we would incur a write-down of our investment in these |
| interests. All of these factors may result in losses in relation to amounts spent and those amounts that would then not be |
| recoverable. |
| Our operations are subject to permitting requirements which could require us to delay, suspend or terminate our |
| operations on our mining properties. |
| Our mining operations, including ongoing exploration drilling programs and development efforts, require permits from |
| various state and federal governments, including permits for the use of water and for drilling water wells. We may be |
| unable to obtain these permits in a timely manner, on reasonable terms or on terms that provide us sufficient resources to |
| develop our properties in any way. Even if we are able to obtain such permits, the time required by the permitting process |
| can be significant. If we cannot obtain or maintain the necessary permits, or if there is a delay in receiving these permits, |
| our timetable and business plan for exploration of our properties will be adversely affected, which may in turn adversely |
| affect our results of operations, financial condition, cash flows and market price of our securities. |
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| Due to increased activity levels of non-governmental, aboriginal and local groups targeting the mining industry, the |
| potential for the government or process instituted by non-governmental, aboriginal and local groups, to delay the issuance |
| of permits or impose new requirements or conditions upon mining operations may be increased. Any changes in |
| government policies may be costly to comply with and may delay mining operations. Future changes in such laws and |
| regulations, if any, may adversely affect our operations, make them prohibitively expensive, or prohibit them altogether. |
| If our interests are materially adversely affected as a result of a violation of applicable laws, regulations, permitting |
| requirements or a change in applicable law or regulations, it would have a significant negative impact on the value of our |
| company and could have a significant impact on our stock price. |
| Our operations in Argentina and Mexico are subject to political and social risks. |
| With respect to Los Azules and our affiliated company, Minera Santa Cruz S.A, which owns the San José mine, there are |
| risks relating to an uncertain or unpredictable political and economic environment in Argentina, illustrated by the |
| following: |
| | • | Argentina defaulted on foreign debt repayments and on the repayment on a number of official loans to |
| | multinational organizations in 2002 and 2003, and defaulted again on its bonds in 2014. |
| | • | In 2012, Argentina’s President announced the nationalization of the majority stake of Yacimientos |
| | Petrolíferos Fiscales (“YPF”), Argentina’s largest oil company. |
| | • | In December 2017, Argentina enacted comprehensive tax reform (Law No. 27,430 (the “Law”)). |
| | Specifically, the Law introduces amendments to tax and other various laws, including a special regime |
| | comprising an optional revaluation of assets for income tax purposes. |
| | • | In 2018, Argentina’s federal government introduced a decree imposing a temporary tax on all exports from |
| | Argentina. The tax was introduced as an emergency measure due to the significant peso devaluation during |
| | the year. The estimated impact to MSC is a tax of approximately 7.5% of revenue. |
| | • | In September 2019, Argentine authorities implemented new foreign exchange regulations that impact the |
| | results of MSC. The main restrictions include, but are not limited to, full repatriation of proceeds of exports |
| | in cash bank savings to be denominated only in Argentine pesos and authorization from the Argentina Central |
| | Bank being required for dividend distributions abroad and intercompany loan payments. |
| | • | In October 2019, Alberto Fernández was elected to office. The prior president, Mr. Mauricio Macri, who |
| | assumed office in December 2015, implemented several significant economic and policy reforms, including |
| | reforms related to foreign exchange and trade, fiscal policy, labor laws and tax rules. The fiscal, monetary |
| | and currency adjustments undertaken by the Macri administration subdued growth in the short-term, and |
| | some measures, including the export tax, have negatively impacted Argentina sourced revenues. |
| | • | In December 2019, the Argentina federal government approved a decree delaying the corporate tax rate to |
| | change from 30% to 25% to the end of 2021 and extending the temporary export tax introduced in September |
| | 2018 to the end of 2021. Furthermore, the decree suspended the increase in the dividend withholding tax |
| | from 7% to 13% until January 2021. |
| | • | In 2020, the Alberto Fernández administration marked its first year in office, a year in which it faced |
| | numerous challenges including renegotiating Argentina’s foreign debt, managing currency crises, and, most |
| | difficult, designing Argentina’s response to the COVID-19 pandemic. |
| | • | In June 16, 2021, Law 27,630, which introduced amendments to the corporate income tax law, entered into |
| | force. Under prior law, the corporate income tax rate was 25%. As per the new law applicable to fiscal years |
| | starting on or after January 1, 2021, corporate income will be subject to tax at progressive rates ranging from |
| | 25% to 35%. Starting in January 2022, these brackets will be annually adjusted to account for inflation, as |
| | per the consumer price index published by relevant governmental agency. |
| | • | Under prior law, distribution of earnings attributable to fiscal year 2021 were subject to withholding tax at a |
| | 13% rate. The rate was tied to the prior income tax rate of 25%. The enacted Law 27,630 reduced the |
| | withholding tax rate on dividend distributions to non-residents from earnings obtained from the beginning of |
| | 2021 to 7%. |
| With respect to the El Gallo mine in Mexico, there has been an ongoing level of violence and crime relating to drug cartels |
| and gangs in Sinaloa State where we operate, and in other regions of Mexico. Our facility at the El Gallo mine was robbed |
25 |
| in 2015. On December 17, 2019, the US State Department issued a Level 2 (“Increased caution”) warning with respect to |
| five Mexican states, including Sinaloa State, due to violent crime. On September 8, 2020, the US State Department issued |
| a Level 3 (“Reconsider travel”) warning with respect to five Mexican states, including Sinaloa State, due to violent crime |
| and COVID-19. On April 20, 2021, the US State Department issued a Level 4 (“Do not travel”) warning with respect to |
| six Mexican states, including Sinaloa State, due to violent crime and COVID-19. On January 5, 2023, the US State |
| Department reiterated its caution against travel to Sinaloa State due to unrest resulting from the capture of Ovidio Guzmán |
| López, a high-ranking member of the Sinaloa Cartel. These events may disrupt our ability to carry out exploration and |
| mining activities and may affect the safety and security of our employees and contractors. |
| Our operations and properties in Canada expose us to additional political risks. |
| Our properties in Canada may be of particular interest or sensitivity to one or more interest groups, including aboriginal |
| groups (which are generally referred to as "First Nations" and “Metis” groups). We have mineral projects in Ontario that |
| are in areas with an aboriginal presence. It is our practice to work closely with and consult with First Nations in areas in |
| which our projects are located or which could be impacted by our activities. However, there is no assurance that |
| relationships with such groups will be positive. Accordingly, it is possible that our production, exploration or development |
| activities on these properties could be interrupted or otherwise adversely affected in the future by political uncertainty, |
| native land claims entitlements, expropriations of property, changes in applicable law, governmental policies and policies |
| of relevant interest groups, including those of First Nations. Any changes in law or relations or shifts in political conditions |
| may be beyond our control, or we may enter into agreements with First Nations, all of which may adversely affect our |
| business and operations and if significant, may result in the impairment or loss of mineral concessions or other mineral |
| rights, or may make it impossible to continue our mineral production, exploration or development activities in the |
| applicable area, any of which could have an adverse effect on our financial conditions and results of operations. |
| Our operations face substantial regulation of health and safety. |
| Our operations are subject to extensive and complex laws and regulations governing worker health and safety across our |
| projects and our failure to comply with applicable legal requirements can result in substantial penalties. Future changes in |
| applicable laws, regulations, permits and approvals or changes in their enforcement or regulatory interpretation could |
| substantially increase costs to achieve compliance, lead to the revocation of existing or future exploration or mining rights |
| or otherwise have an adverse impact on our results of operations and financial position. |
| Our mines are inspected on a regular basis by government regulators who may issue citations and orders when they believe |
| a violation has occurred under local mining regulations. If inspections result in an alleged violation, we may be subject to |
| fines, penalties or sanctions and our mining operations could be subject to temporary or extended closures. |
| In addition to potential government restrictions and regulatory fines, penalties or sanctions, our ability to operate (including |
| the effect of any impact on our workforce) and thus, our results of operations and our financial position, could be adversely |
| affected by accidents, injuries, fatalities or events detrimental (or perceived to be detrimental) to the health and safety of |
| our employees, the environment or the communities in which we operate. |
| Reform of the General Mining Law in the United States could adversely affect our results of operations. |
| Periodically, members of the U.S. Congress have introduced bills which would supplant or alter the provisions of the |
| General Mining Law of 1872, which governs the unpatented claims that we control with respect to our U.S. properties. |
| One such amendment has become law and has imposed a moratorium on the patenting of mining claims, which reduced |
| the security of title provided by unpatented claims such as those on our U.S. properties. If additional legislation is enacted, |
| it could substantially increase the cost of holding unpatented mining claims by requiring payment of royalties, and could |
| significantly impair our ability to develop mineral estimates on unpatented mining claims. Such bills have proposed, |
| among other things, to make permanent the patent moratorium, to impose a federal royalty on production from unpatented |
| mining claims and to declare certain lands as unsuitable for mining. Although it is impossible to predict at this time what |
| royalties may be imposed in the future, the imposition of such royalties could adversely affect the potential for development |
| of such mining claims, and the economics of existing operating mines on federal unpatented mining claims. Passage of |
| such legislation could adversely affect our business. |
26 |
| Title to mineral properties can be uncertain, and we may be at risk of loss of ownership of one or more of our properties. |
| Our ability to explore and operate our properties depends on the validity of our title to those properties. Our U.S. mineral |
| properties include leases of unpatented mining claims, as well as unpatented mining and mill site claims, which we control |
| directly. Unpatented mining claims provide only possessory title and their validity is often subject to contest by third |
| parties or the federal government, which makes the validity of unpatented mining claims uncertain and generally riskier. |
| Similarly, Canadian mineral properties consist of patented and unpatented claims which each have their respective risks |
| and uncertainties. Further, there may be title defects or additional rights that are not recorded on the title. Our concessions |
| in Mexico are subject to continuing government regulation and failure to adhere to such regulations will result in |
| termination of the concession. Similarly, under Argentine Law, failure to comply with applicable conditions may result in |
| the termination of the concession. Uncertainties inherent in mineral properties relate to such things as the sufficiency of |
| mineral discovery, proper posting and marking of boundaries, assessment work and possible conflicts with other claims |
| not determinable from public record. We have not obtained title opinions covering our entire property, with the attendant |
| risk that title to some claims, particularly title to undeveloped property, may be defective. There may be valid challenges |
| to the title to our property which, if successful, could impair development and/or operations. |
| We cannot ensure that we will have an adequate supply of water to complete desired exploration or development of our |
| mining properties. |
| Our mining operations require significant quantities of water for mining, ore processing and related support facilities. Our |
| operations in the United States, Mexico and Argentina are in areas where water is scarce and competition among users for |
| continuing access to water is significant. Continuous production at our mines is dependent on our ability to maintain our |
| water rights and claims and to defeat claims adverse to our current water uses in legal proceedings. Although each of our |
| operations currently has sufficient water rights and claims to cover its operational demands, we cannot predict the potential |
| outcome of pending or future legal proceedings relating to our water rights, claims and uses. Water shortages may also |
| result from weather or environmental and climate impacts out of the Company’s control. |
| Our ongoing operations and past mining activities are subject to environmental risks, which could expose us to |
| significant liability and delay, suspension or termination of our operations. |
| All aspects of our operations are subject to United States, Canada, Mexico and Argentina federal, state and local |
| environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality |
| standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of |
| solid and hazardous waste, including cyanide. Environmental legislation is evolving in a manner which will require stricter |
| standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments |
| of proposed projects, and a heightened degree of responsibility for us and our officers, directors and employees. Future |
| changes in environmental regulation, if any, may adversely affect our operations, make our operations prohibitively |
| expensive, or prohibit them altogether. Environmental hazards may exist on our properties that are unknown to us at the |
| present and that have been caused by us, previous owners or operators, or that may have occurred naturally. We utilize |
| explosives in our business, which could cause injury to our personnel, and damage to our equipment or assets. Mining |
| properties from the companies we have acquired may cause us to be liable for remediating any damage that those |
| companies may have caused. The liability could include response costs for removing or remediating the release and |
| damage to natural resources, including ground water, as well as the payment of fines and penalties. Failure to comply with |
| applicable environmental laws, regulations and permitting requirements may also result in enforcement actions thereunder, |
| including orders issued by regulatory or judicial authorities, causing operations to cease or be curtailed, and may include |
| corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. |
| Our industry is highly competitive, attractive mineral lands are scarce, and we may not be able to obtain quality |
| properties. |
| We compete with many companies in the mining industry, including large, established mining companies with substantial |
| capabilities, personnel and financial resources. There is a limited supply of desirable mineral lands available for claim |
| staking, lease or acquisition in the United States, Canada, Mexico and Argentina, and other areas where we may conduct |
| exploration activities. We may be at a competitive disadvantage in acquiring mineral properties, since we compete with |
27 |
| these individuals and companies, many of which have greater financial resources and larger technical staffs than we do. |
| From time to time, specific properties or areas which would otherwise be attractive to us for exploration or acquisition |
| may be unavailable to us due to their previous acquisition by other companies or our lack of financial resources. |
| Competition in the industry is not limited to the acquisition of mineral properties but also extends to the technical expertise |
| to find, advance, and operate such properties; the labor to operate the properties; and the capital for the purpose of funding |
| such properties. Many competitors not only explore for and mine precious metals, but conduct refining and marketing |
| operations on a world-wide basis. Such competition may result in our Company being unable not only to acquire desired |
| properties, but to recruit or retain qualified employees or to acquire the capital necessary to fund our operation and advance |
| our properties. Our inability to compete with other companies for these resources would have a material adverse effect on |
| our results of operation, financial condition and cash flows. |
| We rely on contractors to conduct a significant portion of our operations and construction projects. |
| A portion of our operations and construction projects are currently conducted in whole or in part by contractors, including |
| our operations at the Gold Bar mine, Fox Complex and Los Azules. As a result, our operations are subject to a number of |
| risks, some of which are outside our control, including: |
| | • | Negotiating agreements with contractors on acceptable terms; |
| | • | The inability to replace a contractor and its operating equipment in the event that either party terminates the |
| | agreement; |
| | • | Reduced control and oversight over those aspects of operations which are the responsibility of the contractor; |
| | • | Failure of a contractor to perform under its agreement; |
| | • | Interruption of operations or increased costs in the event that a contractor ceases its business due to |
| | insolvency or other unforeseen events; |
| | • | Failure of a contractor to comply with our standards and policies, as well as with applicable legal and |
| | regulatory requirements, to the extent it is responsible for such compliance; and |
| | • | Problems of a contractor with managing its workforce, labor unrest or other related employment issues. |
| In addition, we may incur liability to third parties as a result of the actions of our contractors. The occurrence of one or |
| more of these risks could potentially adversely affect our results of operations and financial position. |
| If our employees or contractors engage in a strike, work stoppage or other slowdown, we could experience business |
| disruptions and/or increased costs. |
| As of December 31, 2022, a number of our employees were represented by different trade unions and work councils which |
| subject us to employment arrangements very similar to collective bargaining agreements. Further, most of our employees |
| are based in foreign locations. The laws of certain foreign countries may place restrictions on our ability to take certain |
| employee-related actions or may require that we conduct additional negotiations with trade unions, works councils or other |
| governmental authorities before we can take such actions. |
| If the employees or contractors at the Gold Bar mine, Fox Complex, or San José mine were to engage in a strike, work |
| stoppage, or other slowdown in the future, we could experience a significant disruption of our operations. Such disruption |
| could interfere with our business operations and could lead to decreased productivity, increased labor costs, and lost |
| revenue. |
| We may not be successful in negotiating new collective bargaining agreements or other employment arrangements when |
| the current ones expire. Furthermore, future labor negotiations could result in significant increases in our labor costs. The |
| occurrence of any of the foregoing could have a material adverse effect on our business, financial condition, and results of |
| operations. |
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| Our business is sensitive to nature and climate conditions |
| A number of governments have introduced or are moving to introduce climate change legislation and treaties at the |
| international, national, state/provincial and local levels. Regulations relating to emission levels (such as carbon taxes) and |
| energy efficiency are becoming more stringent. If the current regulatory trend continues, this may result in increased costs |
| at some or all of our project locations. In addition, the physical risks of climate change may also have an adverse effect on |
| our operations and properties. Extreme weather events have the potential to disrupt our power supply, surface operations |
| and exploration at our mines and may require us to make additional expenditures to mitigate the impact of such events. |
| Some of the countries in which we operate have implemented, and are developing, laws and regulations related to climate |
| change and greenhouse gas emissions. In December 2009, the United States Environmental Protection Agency (“EPA”) |
| issued an endangerment finding under the U.S. Clean Air Act that current and projected concentrations of certain mixed |
| greenhouse gases, including carbon dioxide, in the atmosphere threaten the public health and welfare. Additionally, the |
| United States and China signed a bilateral agreement in November 2014 that committed the United States to reduce |
| greenhouse gas emissions by an additional 26% to 28% below 2005 levels by the year 2025. The EPA in August 2015 |
| issued final rules for the Clean Power Plan under Section 111 (d) of the Clean Air Act designed to reduce greenhouse gas |
| emissions at electric utilities in line with reductions planned for the compliance with the Paris Agreement. As part of a |
| regulatory review, on June 19, 2019, the EPA repealed the Clean Power Plan and replaced it with the Affordable Clean |
| Energy rule which eliminates most of the emission reduction standards included in the Clean Power Plan. That rule is now |
| the subject of challenges in the courts. |
| Legislation and increased regulation and requirements regarding climate change could impose increased costs on us, our |
| venture partners and our suppliers, including increased energy, capital equipment, environmental monitoring and reporting |
| and other costs to comply with such regulations. |
| Mining companies are increasingly required to consider and provide benefits to the communities and countries in |
| which they operate in order to maintain operations. |
| Greater scrutiny on the private sector broadly and multi-national companies specifically, to contribute to sustainable |
| outcomes in the places where they operate, has led to a proliferation of standards and reporting initiatives focused on |
| environmental stewardship, social performance and transparency. Extractive industries, and mining in particular, have |
| seen significant increases in stakeholder expectations. These businesses are increasingly required to meaningfully engage |
| with impacted stakeholders; understand and avoid or mitigate negative impacts while optimizing economic development |
| and employment opportunities associated with their operations. The expectation is for companies to create shared value |
| for shareholders, employees, governments, local communities and host countries. Such expectations tend to be particularly |
| focused on companies whose activities are perceived to have high socio-economic and environmental impacts. In response, |
| we have developed and continues to evolve a system of ESG management that includes standards, guidance, assurance, |
| participation in international organizations focused on improved performance and outcomes for host communities and the |
| environment. Despite the Company’s commitment to on-going engagement with communities and stakeholders, no |
| assurances can be provided that increased stakeholder expectations will not result in adverse financial and operational |
| impacts to the business, including, without limitation, operational disruption, increased costs, increased investment |
| obligations and increased taxes and royalties payable to governments. |
| Risks Relating to Our Common Stock |
| A small number of existing shareholders own a significant portion of McEwen Mining common stock, which could |
| limit your ability to influence the outcome of any shareholder vote. |
| As of March 13, 2023, Mr. McEwen beneficially owned approximately 17% of the 47.4 million shares of McEwen Mining |
| common stock outstanding. Under our Articles of Incorporation and the laws of the State of Colorado, the vote of the |
| holders of a majority of the shares voting at a meeting at which a quorum is present is generally required to approve most |
| shareholder action. As a result, Mr. McEwen will be able to significantly influence the outcome of shareholder votes for |
| the foreseeable future, including votes concerning the election of directors, amendments to our Articles of Incorporation |
| or proposed mergers, acquisitions or other significant corporate transactions. |
29 |
| Our stock price may be volatile, and as a result you could lose all or part of your investment. |
| In addition to other risk factors identified herein and to volatility associated with equity securities in general, the value of |
| your investment could decline due to the impact of any of the following factors upon the market price of our common |
| stock: |
| | • | Changes in the worldwide price for gold, silver and/or copper; |
| | • | Disappointing results from our exploration or production efforts; |
| | • | Producing at rates lower than targeted; |
| | • | Political and regulatory risks; |
| | • | Weather conditions, including unusually heavy rains, unusually light rains or drought; |
| | • | Failure to meet our revenue, profit goals or operating budget; |
| | • | Decline in demand for our common stock; |
| | • | Downward revisions in securities analysts’ estimates or changes in general market conditions; |
| | • | Technological innovations by competitors or in competing technologies; |
| | • | Investor perception of our industry or our prospects; |
| | • | Disruption of supply and demand and other economic factors due to virus and other disease; |
| | • | Actions by government central banks; and |
| | • | General economic trends. |
| Stock markets in general have in the past and may in the future experience extreme price and volume fluctuations. These |
| fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. |
| Adverse price fluctuations may lead to threatened or actual delisting of our common stock from the NYSE. As a result, |
| you may be unable to resell your shares at a desired price. |
| Failure of the Company to maintain compliance with the NYSE listing requirements could result in delisting of its |
| common stock, which in turn could adversely affect its future financial condition and the market for its common stock. |
| If the common stock ultimately were to be delisted for any reason, it could negatively impact the Company by (i) reducing |
| the liquidity and market price of the Company’s common stock; (ii) reducing the number of investors willing to hold or |
| acquire the Company’s common stock, which could negatively impact the Company’s ability to raise equity financing; |
| (iii) limiting the Company’s ability to use a registration statement to offer and sell freely tradable securities, adversely |
| affecting the Company’s ability to access the public capital markets; and (iv) impairing the Company’s ability to provide |
| equity incentives to its employees. |
| The future issuances of our common stock will dilute current shareholders and may reduce the market price of our |
| common stock. |
| Under certain circumstances, our board of directors has the authority to authorize the offer and sale of additional securities |
| without the vote of or notice to existing shareholders. We may issue equity in the future in connection with capital |
| formation, acquisitions, strategic transactions or for other purposes. Based on the need for additional capital to fund |
| expected growth, it is likely that we will issue additional securities to provide such capital and that such additional |
| issuances may involve a significant number of shares of our common stock. Issuance of additional securities in the future |
| will dilute the percentage interest of existing shareholders and may reduce the market price of our common stock and any |
| other outstanding securities. Furthermore, the sale of a significant amount of our common stock by any selling security |
| holders, including Mr. McEwen, may depress the price of our common stock. As a result, you may lose all or a portion of |
| your investment. |
30 |
| General Risks |
| The Coronavirus pandemic could result in adverse operating results due to workforce reductions, supply and/or demand |
| interruptions and travel restrictions. |
| On March 11, 2020, the World Health Organization (“WHO”) declared the COVID-19 virus a global pandemic. During |
| late March and early April, our operations were disrupted by temporary shutdowns to protect our workforce from the |
| spread of the virus. During the shutdown periods, rigorous policies and procedures were implemented at each site to |
| minimize potential health and safety risks to our workforce. We continue to experience periodic disruption in our |
| operations both due to government policies around COVID-19 and due to incidents of illness due to the virus at our |
| operations. |
| This continues to adversely impact cash flows and liquidity and is expected to continue to have adverse consequences to |
| us beyond 2022. Previously, due to slowed ramp up in production and sales in 2021, our liquidity and financial condition |
| have been adversely affected and we are at an increased risk of not having sufficient cash flow to fund our operations as |
| well as an increased risk of default under our debt agreement. Achieving and maintaining normal operating capacity is |
| also dependent on the continued availability and logistical delivery of supplies, which remains out of our control. The |
| long-term impact of the COVID-19 outbreak on our results of operations, financial position and cash flows will depend |
| on future developments, including the endemic characteristics, duration and spread of the outbreak and related advisories |
| and restrictions, and the viability and success of the ongoing treatment development and worldwide vaccination roll-out. |
| Illnesses or government restrictions, including the closure of national borders, related to COVID-19 also may disrupt the |
| supply of raw goods, equipment, supplies and services upon which our operations rely. We also continue to monitor |
| legislative initiatives in the U.S., Mexico, Canada and Argentina related to COVID-19 to determine their potential impacts |
| or benefits (if any) to our business. |
| Third parties with whom we conduct business, including the refiners and smelters that process and, in some cases, purchase |
| the gold and silver doré and concentrate produced by our mines, are also subject to these risks and may be required to |
| reduce or suspend operations, which could impact our ability to conduct our operations, advance exploration, development |
| and expansion projects, sell our products and generate revenue. Management continues to actively monitor the global |
| situation on our financial condition, liquidity, operations, suppliers, industry and workforce. |
| We do not insure against all risks to which we may be subject in our operations. |
| While we currently maintain insurance policies to insure against general commercial liability claims and physical assets |
| at our properties in the United States, Canada, Mexico and Argentina, we do not maintain insurance to cover all of the |
| potential risks associated with our operations. We may also be unable to obtain insurance to cover other risks at |
| economically feasible premiums or at all. Insurance coverage may not continue to be available, or may not be adequate to |
| cover liabilities. We might also become subject to liability for environmental, pollution or other hazards associated with |
| mineral exploration and production including bankruptcy of our refiners or other third party contractors which may not be |
| insured against, which may exceed the limits of our insurance coverage or which we may elect not to insure against because |
| of premium costs or other reasons. Losses from these events may cause us to incur significant costs that could materially |
| adversely affect our financial condition and our ability to fund activities on our property. A significant loss could force us |
| to reduce, temporarily suspend or, in the worst case, terminate our operations. |
| Our business is subject to the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws, a breach or |
| violation of which could lead to civil and criminal fines and penalties, loss of licenses or permits and reputational harm. |
| We operate in certain jurisdictions that have experienced governmental and private sector corruption to some degree. The |
| U.S. Foreign Corrupt Practices Act and anti-bribery laws in other jurisdictions generally prohibit companies and their |
| intermediaries from making improper payments for the purpose of obtaining or retaining business or other commercial |
| advantage. Violations of these laws, or allegations of such violations, could lead to civil and criminal fines and penalties, |
| litigation, and loss of operating licenses or permits, and may damage our reputation, which could have a material adverse |
| effect on our business, financial position and results of operations. There can be no assurance that our internal control |
31 |
| policies and procedures will always protect us from recklessness, fraudulent behavior, dishonesty or other inappropriate |
| acts committed by our affiliates, employees or agents. As such, our corporate policies and processes may not prevent all |
| potential breaches of law or other governance practices. |
| We may not be able to operate successfully if we are unable to recruit, hire, retain and develop key personnel and a |
| qualified and diverse workforce. In addition, we are dependent upon our employees being able to perform their jobs in |
| a safe and respectful work environment. |
| We depend upon the services of a number of key executives and management personnel. Our success is also dependent on |
| the contributions of our highly skilled and experienced workforce. Our ability to achieve our operating goals depends upon |
| our ability to recruit, hire, retain and develop qualified and diverse personnel to execute on our strategy. We are |
| fundamentally committed to creating and maintaining a work environment in which employees are treated fairly, with |
| dignity, decency, respect and in accordance with all applicable laws. We recognize that bullying, sexual harassment and |
| harassment based on other protected categories, including race, have been prevalent in every industry, including the mining |
| industry. Features of the mining industry, such as being a historically hierarchical and male-dominated culture, create risk |
| factors for harmful workplace behavior. While we do not tolerate discrimination and harassment of any kind (including |
| but not limited to sexual, gender identity, race, religion, ethnicity, age, or disability, among others), our policies and |
| processes may not prevent or detect all potential harmful workplace behaviors. If we fail to maintain a safe, respectful and |
| inclusive work environment, it could impact our ability to retain talent and maintain a diverse workforce and damage our |
| reputation. There continues to be competition over highly skilled personnel in our industry. If we lose key personnel, or |
| one or more members of our senior management team, and we fail to develop adequate succession plans, or if we fail to |
| hire, retain and develop qualified and diverse employees, our business, financial condition, results of operations and cash |
| flows could be harmed. |
| Our business is dependent upon our workforce being able to safely perform their jobs, including the potential for physical |
| injuries or illness. If we experience periods where our employees are unable to perform their jobs for any reason, including |
| as a result of illness (such as COVID-19), our operations could be adversely affected. In addition to physical safety, |
| protecting the psychological safety of our employees is necessary to maintaining a safe, respectful and inclusive work |
| environment. If the Company fails to maintain a safe environment that is free of harassment, discrimination or bullying, it |
| could adversely impact employee engagement, performance and productivity, result in potential legal claims and/or |
| damage the Company’s reputation, which could have a material adverse effect on our business, financial position and |
| results of operations or adversely affect the Company’s market value. |
| We conduct operations in a number of foreign countries and are exposed to legal, political and social risks associated |
| with those operations. |
| A significant portion of our revenue in 2022 was generated by operations outside the United States. Exploration, |
| development, production and closure activities in many countries are potentially subject to heightened political and social |
| risks that are beyond our control and could result in increased costs, capacity constraints and potential disruptions to our |
| business. These risks include the possible unilateral cancellation or forced renegotiation of contracts in which we may, |
| directly or indirectly, have an interest, unfavorable changes in foreign laws and regulations, royalty and tax increases |
| (including taxes associated with the import or export of goods), risks associated with consumption taxes in Mexico, |
| Argentina, and Canada, income tax refund recovery and collection processes in Mexico and Argentina, changes in US |
| legislation as applicable to foreign operations, claims by governmental entities or indigenous communities, expropriation |
| or nationalization of property and other risks arising out of foreign sovereignty over areas in which we conduct our |
| operations. The right to import and export gold and silver may depend on obtaining certain licenses and quotas, which |
| could be delayed or denied at the discretion of the relevant regulatory authorities, or could become subject to new taxes or |
| duties imposed by U.S. or foreign jurisdictions, which could have a material adverse effect on our business, financial |
| condition, or future prospects. In addition, our rights under local law may be less secure in countries where the rule of law |
| is less robust and judicial systems may be susceptible to manipulation or influence from government agencies, non- |
| governmental organizations or civic groups. |
| Any of these developments could require us to curtail or terminate operations at our mines, incur significant costs in |
| renegotiating contracts and meeting newly-imposed environmental or other standards, pay greater royalties or higher prices |
32 |
| for labor or services and recognize higher taxes, or experience significant delays or obstacles in the recovery of |
| consumption taxes or income tax refunds owed, which could materially and adversely affect our financial condition, results |
| of operations and cash flows. |
| Our ongoing and future success depends on developing and maintaining productive relationships with the communities, |
| including indigenous peoples, and other stakeholders in our operating locations. Notwithstanding our ongoing efforts, local |
| communities and stakeholders can become dissatisfied with our activities or the level of benefits provided, which may |
| result in civil unrest, protests, direct action or campaigns against us. Any such occurrences could materially and adversely |
| affect our financial condition, results of operations and cash flows. |
| Our business could be negatively impacted by security threats, including cybersecurity threats, and other disruptions. |
| We face various security threats, including attempts by third parties to gain unauthorized access to sensitive information |
| or to render data or systems unusable; threats to the safety of our employees; threats to the security of our infrastructure; |
| and threats from terrorist acts. There can be no assurance that the procedures and controls we use to monitor and mitigate |
| our exposure to these threats will be sufficient in preventing them from materializing. If any of these events were to |
| materialize, they could lead to losses of sensitive information, critical infrastructure, personnel or capabilities essential to |
| our operations and could have a material adverse effect on our reputation, financial condition, results of operations, or |
| cash flows. |
| Our business partners’ technologies, systems and networks may become the target of cyber-attacks or information security |
| breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and |
| other information, theft of property or other disruption of our business operations. In addition, certain cyber incidents, such |
| as surveillance, may remain undetected for an extended period. A cyber incident involving our business partners’ |
| information systems and related infrastructure could disrupt our business plans and negatively impact our operations. |
| Although to date we have not experienced any significant cyber-attacks, there can be no assurance that we will not be the |
| target of such attacks in the future. As cyber threats continue to evolve, we may be required to expend significant additional |
| resources to continue to modify or enhance our protective measures or to investigate and remediate any security |
| vulnerabilities. | |
| Several of our directors and officers are residents outside of the United States, and it may be difficult for shareholders |
| to enforce within the United States any judgments obtained against such directors or officers. |
| Several of our directors and officers are nationals and/or residents of countries other than the United States, and all or a |
| substantial portion of such persons’ assets are located outside of the United States. As a result, it may be difficult for |
| investors to effect service of process on such directors and officers, or enforce within the United States any judgments |
| obtained against such directors and officers, including judgments predicated upon the civil liability provisions of the |
| securities laws of the United States or any state thereof. Consequently, shareholders may be effectively prevented from |
| pursuing remedies against such directors and officers under United States federal securities laws. In addition, shareholders |
| may not be able to commence an action in a Canadian court predicated upon the civil liability provisions under United |
| States federal securities laws. The foregoing risks also apply to those experts identified in this report that are not residents |
| of the United States. |
| The laws of the State of Colorado, our Articles of Incorporation and agreements with certain officers and directors may |
| protect our directors from certain types of lawsuits. |
| The laws of the State of Colorado provide that our directors will not be liable to us or our shareholders for monetary |
| damages for all but certain types of conduct as directors of the Company. Our Articles of Incorporation permit us to |
| indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent |
| provided or allowed by law, including through stand-alone indemnity agreements. We have also entered into |
| indemnification agreements with our executive officers and directors which require that we indemnify them against certain |
| liabilities incurred by them in their capacity as such. The exculpation provisions may have the effect of preventing |
| shareholders from recovering damages against our directors caused by their negligence, poor judgment or other |
33 |
| circumstances. The indemnification provisions may require us to use our limited assets to defend our directors and officers |
| against claims, including claims arising out of their negligence, poor judgment, or other circumstances. |
| We may be required to write down certain long-lived assets, due to metal prices, operational challenges or other factors. |
| Such write- downs may adversely affect our results of operations and financial condition. |
| We review our long-lived assets for recoverability pursuant to the Financial Accounting Standard Board’s Accounting |
| Standards Codification Section 360. Under that standard, we review the recoverability of our long-lived assets, such as |
| our mining properties, quarterly or upon a triggering event. Such review involves estimating the future undiscounted cash |
| flows expected to result from the use and eventual disposition of the asset. Impairment, measured by comparing an asset’s |
| carrying value to its fair value, must be recognized when the carrying value of the asset exceeds these cash flows. We |
| conduct a review of the financial performance of our mines in connection with the preparation of our financial statements |
| for each reported period and determine whether any triggering events are indicated. |
| For example, during the first quarter of 2020, we performed a comprehensive analysis of the Gold Bar mine and the related |
| long-lived assets and determined that indicators of impairment existed, and we ultimately concluded that the carrying value |
| of the long-lived assets for the Gold Bar mine were impaired, and a non-cash impairment charge of $83.8 million was |
| recorded during the first quarter of 2020. If there are further significant and sustained declines in relevant metal prices, or |
| if we fail to control production and operating costs or realize the mineable ore reserves at our mining properties, we may |
| terminate or suspend mining operations at one or more of our properties. These events could require a further write-down |
| of the carrying value of our assets. Any such actions would adversely affect our results of operations and financial |
| condition. |
| We may record other types of charges in the future if we sell a property or asset for a price less than its carrying value or |
| have to increase reclamation liabilities in connection with the closure and reclamation of a property. Any additional write- |
| downs of mining properties or other assets could adversely affect our results of operations and financial condition. |
| A significant delay or disruption in sales of concentrates or doré as a result of the unexpected disruption in services |
| provided by smelters or refiners or other third parties could have a material adverse effect on our results of operations. |
| We rely on refiners and smelters to refine and process and, in some cases, purchase, the gold and silver doré and concentrate |
| produced by our mines or the mines in which we have an interest. Access to refiners and smelters on economical terms is |
| critical to our ability to sell our products to buyers and generate revenues. We have existing agreements with refiners and |
| smelters, some of which operate their refining or smelting facilities outside the United States. We believe we currently |
| have contractual arrangements with a sufficient number of refiners and smelters so that the loss of any one refiner or |
| smelter would not significantly or materially impact our operations or our ability to generate revenues. Nevertheless, |
| services provided by a refiner or smelter may be disrupted by new or increased tariffs, duties or other cross-border trade |
| barriers, shipping delays, the bankruptcy or insolvency of one or more refiners or smelters or the inability to agree on |
| acceptable commercial or legal terms with a refiner or smelter. Such an event or events may disrupt an existing relationship |
| with a refiner or smelter or result in the inability to create (or the necessity to terminate) a contractual relationship with a |
| refiner or smelter, which may leave us with limited, uneconomical or no access to refining or smelting services for short |
| or long periods of time. Epidemics, pandemics or natural disasters may also impact refiners, smelters or other third parties |
| with which we have contractual arrangements or have an indirect effect on our ability to obtain refining, smelting or other |
| third-party services. |
| Any delay or loss of access to refiners or smelters may significantly impact our ability to sell doré and concentrate products |
| and generate revenue. A default by a refiner or smelter on its contractual obligations to us or an insolvency event or |
| bankruptcy filing by a refiner or smelter may result in the loss of all or part of our doré or concentrate in the possession of |
| the refiner or smelter, and such a loss likely would not be insured by our insurance policies. We cannot ensure that |
| alternative refiners or smelters would be available or offer comparable terms if the need for them were to arise or that it |
| would not experience delays or disruptions in sales that would materially and adversely affect results of operations. |
34 |
| ITEM 1B. UNRESOLVED STAFF COMMENTS |
| | None. |
| ITEM 2. PROPERTIES |
| We classify our mineral properties into reportable segments consistent with the manner in which they are grouped in |
| Item 8 | . Financial Statements and Supplementary Data, Note 3, Operating Segment Reporting and subdivide them within |
| each segment by their respective stage of development: “production properties”, “advanced-stage properties” and |
| “exploration properties.” Advanced-stage properties consist of properties for which advanced studies and reports have |
| been completed indicating the presence of economically mineable mineralized material or in some cases, proven and |
| probable reserves, and for which we have obtained or are in the process of obtaining the required permitting. Our |
| designation of certain properties as “production properties” or “advanced-stage properties” should not suggest that we |
| have proven or probable reserves at those properties as defined by S-K 1300. Our current operating or advanced stage |
| properties are the following: the Fox Complex in Ontario, Canada; the Gold Bar mine in Nevada, United States; the Fenix |
| Project in Sinaloa, Mexico; the Los Azules copper project in San Juan, Argentina; and the San José mine in Santa Cruz, |
| Argentina. |
| The following table summarizes our properties (other than the Gold Bar mine and the Elder Creek exploration property) |
| in the State of Nevada, United States: |
| | | | | Project Name | | County | Type of Interest | Acres | | | | | Hectares | Claimant or Owner | Agreement Status |
| Tonkin Springs | | Eureka County 1390 Unpatented Claims | 27708 | | | | | 11213 | Held By Tonkin Springs | Not currently under |
| | | | | | LLC | agreement. |
| Cornerstone | | Eureka County 50 Unpatented Claims | 1015 | | | | | 411 | Held by Nevada Pacific | Not currently under |
| | | | | | Gold LLC | agreement. |
| Patty JV | | Eureka County Total of 616 claims | 12644 | | | | | 5117 | McEwen Mining Nevada | Joint Venture with |
| | | | 311 claims contributed | | Inc. | Nevada Gold Mines |
| | | | by McEwen Mining | | Nevada Gold Mines | (60% as Manager) |
| | | | Nevada Inc. | | Etchegaray, Smith, | Serabi Gold (10%) |
| | | | 257 claims contributed | | Damele et al | and McEwen Mining |
| | | | by NGM | | | Nevada Inc. (30%) |
| | | | 48 Leased Claims |
| New Pass | | Churchill County 107 Unpatented Claims | 2211 | | | | | 895 | Held by McEwen Mining | Under a 50/50 JV with |
| | | | | | Nevada Inc. | Bonaventure (Iconic) |
| South Midas | | Elko County | 151 Unpatented Claims | 3096 | | | | | 1253 | Held by McEwen Mining | Under a 50/50 JV with |
| (Squaw Creek) | | | | | Nevada Inc. | Bonaventure (Iconic) |
| Slaven Canyon | | Lander County 68 Unpatented Claims | 1382 | | | | | 559 | Held by WKGUS LLC | Currently in an |
| | | | | | | Exploration |
| | | | | | | Agreement with |
| | | | | | | Option to Lease with |
| | | | | | | Baker Hughes Oilfield |
| | | | | | | Operations LLC, set to |
| | | | | | | expire 5/7/2023 |
| Keystone and O'Dair Eureka County 2 Patented Claims | 16.52 | | | | | 6.7 | Owned by: | Not currently under |
| | | | | | 50% Nevada Pacific Gold | agreement. |
| | | | | | (US), Inc. |
| | | | | | 50% Robert C. Withnel |
| | | | | | and Ralph S.Withnell |
| The following table summarizes our properties (other than the Fox Complex) in Canada in the Province of Ontario: |
| | | | | | | | | | | | Property name | | Municipality | Type of Interest Acres / Hectares | Stage | Conditions | Ownership |
| Buffalo Ankerite Timmins | | | 11 Patented claims | 432 / 175 | | | | | Exploration NPI agreement with | | Held by McEwen |
| | | | | | Summit | Mining via Lexam |
| | | | | | | VG |
| Paymaster | | Timmins | 15 Patented claims | 1730 / 700 | | | | | Exploration None | | 60% JV interest with |
| | | | | | | Newmont (40%) |
| Black Fox North | | Black River-Matheson 50 Unpatented claims | 1608 / 651 | | | | | Exploration None | | 100% McEwen |
| | | | | | | Mining |
35 |
| Production Properties |
| Gold Bar mine, Nevada (100% owned) |
| For detailed information on the Gold Bar mine production statistics and financial results, refer to Item 7. Management’s |
| Discussion and Analysis of Financial Condition and Results of Operations. |
| Overview and History |
| The Gold Bar mine is an open pit, oxide gold mine with a processing facility, heap leach pad and gold recovery plant. The |
| mine is located primarily on public lands managed by the Nevada Bureau of Land Management. We commenced |
| construction in November 2017 following receipt of the signed Record of Decision from the U.S. Environmental Protection |
| Agency. The Gold Bar mine achieved commercial production on May 23, 2019. Mining occurs at the Pick and Ridge pits, |
| as well as the Gold Bar South pit, where we received permitting on in April 2022 and began mining in December 2022. |
| The property is located within the Battle Mountain-Eureka-Cortez gold trend in Eureka County, Nevada. The property was |
| previously mined from 1987 to 1994 by Atlas Precious Metals Inc. |
| Location and Access |
| The Gold Bar mine is located in the Southern Roberts Creek Mountains, in Eureka County, Nevada, approximately 30 |
| miles northwest of the town of Eureka, Nevada, primarily in Township 22 North, Range 50 East (N39°48’16.5”; |
| W116°21’09.65”). The mine site is accessed from US Highway 50 by travelling north on Robert’s Creek Road, an |
| unimproved dirt road maintained by the Company. The mine area is approximately 15 miles from U.S. Highway 50. |
| Geology and Mineralization |
| The mine is located in the Battle Mountain-Eureka mineral belt in a large window of lower-plate carbonate rocks |
| surrounded by upper-plate rocks. The lower-plate carbonates consist of (from oldest to youngest) an east-dipping section |
| of Silurian Lone Mountain Dolomite, Devonian McColley Canyon Formation, Devonian Denay Formation, Devonian |
| Devils Gate Limestone and siliceous Horse Canyon. Gold mineralization is hosted primarily in the Bartine Member of the |
| McColley Canyon Formation, which consists of carbonate wackestones and packstones approximately 250 to 380 feet |
| thick. Minor amounts of mineralization are found in the underlying dolomitic limestone Kobeh Member of the McColley |
| Canyon Formation where it is adjacent to apparent feeder structures. The project is in an area with “Carlin-Type” |
| sediment-hosted gold mineralization characteristics with typical associated alteration (decalcification, silicification). |
| At Ridge, extensive alteration (silicification) and gold mineralization occurs at surface and at depth proximal to three |
| historical open pits. Drilling is ongoing to extend mineralization beyond the currently defined resource. |
| At Pick, strong alteration and gold mineralization is strata-bound in the Bartine member of the McColley Canyon |
| Formation and controlled by high-angle north to northeast faults. Mineralization is typically associated with strong |
| decalcification of the host limestone and local pods of remobilized carbon. |
| At Gold Bar South, oxide gold mineralization is stratigraphically hosted in the lower Devonian Horse Canyon overlying |
| the Devonian Devils Gate Limestone. Mineralization occurs along the crest of a broad fold with higher-grade |
| mineralization focused along the intersection of northwest and northeast faults. The alteration footprint significantly |
| extends to the north and south of the deposit with future drilling planned to expand the current footprint. |
| Facilities and Infrastructure |
| Gold Bar mine construction began in November 2017 with key site facilities and infrastructure completed by the end of |
| 2018. Commercial production was declared on May 23, 2019. The Gold Bar mine has well developed infrastructure |
| including on-site power generation and transmission lines, water, natural gas and related supply utilities as well as |
| buildings which support the operations and administration. The water supply for the Gold Bar mine and processing |
38 |
| facilities comes from production wells located approximately two miles southeast from the site and powered by a diesel |
| generator. The mining of the open pits, carried out by a contractor, progressed during 2022. Mineralized material from the |
| mine is transported to the crusher and conveyor system with the crushed and agglomerated material transported to the heap |
| leach pad via an overland conveyor. |
| The mineralized material is stacked onto the heap using a radial stacker and then leached with a diluted cyanide solution |
| to extract the precious metal values. The gold is then recovered from the pregnant solution in the carbon plant by adsorbing |
| the dissolved gold onto activated carbon followed by desorption, electrowinning, retorting and smelting to recover the |
| gold as a final doré product. |
| Exploration Activities |
| Exploration activities in 2022 included drilling 16,924 feet of core and reverse circulation (“RC”) drilling focused on |
| targets around the Gold Bar mine, including near-mine extensions at Cabin North, Pick and potential extensions at the |
| Atlas Pit. A concerted effort was placed on fieldwork and new target development in the Cabin South and Wall Fault |
| Corridor areas. At Cabin South, we completed 12 shallow rotary air blast holes for a total of 990 feet, the results of which |
| provided three intercepts in early 2023 that we are following up on with a phase one core drilling campaign. See Item 7. |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations for more details. With multiple |
| near-surface targets identified, we expect to continue similar drilling around the Gold Bar mine in 2023. |
| Exploration Properties |
| Tonkin property (100% owned) |
| The Tonkin property represents our second largest holding within the Battle Mountain-Eureka Trend in Eureka County, |
| Nevada with approximately 45 square miles of claims. The Tonkin property consists of the Tonkin deposit and the |
| previously operating Tonkin mine. |
| From 1985 through 1989, the Tonkin mine produced approximately 30,000 ounces of gold utilizing an oxide heap leach |
| and a separate ball mill involving bio-oxidation to treat refractory sulfide mineralized material. Due to cost escalation and |
| recovery issues, the operation was shut down. The mine site is currently on care and maintenance, and we continue to |
| advance the reclamation program. We also continue evaluation work with respect to the Tonkin deposit. |
| Other exploration properties |
| We hold other exploration stage properties throughout Nevada which are not considered material at this time. |
| SEGMENT: CANADA |
| The following map depicts the location of our major properties forming the Canada segment of our operations. The |
| properties within the Canada segment are located in the well-established Timmins Gold Mining district in Northern |
| Ontario, Canada. The segment consists of the Black Fox and Stock properties and various exploration and advanced stage |
| properties (the “Fox Complex”), comprising 5,100 hectares of land packages intersecting nine miles of the Destor- |
| Porcupine Fault, which is known as the ‘Golden Highway’. The Destor-Porcupine Fault has a total strike length of |
| approximately 124 miles and hosts many of Ontario and Quebec’s prolific gold mines. |
| The Black Fox property includes the Black Fox mine and surrounding properties, including the advanced-stage Grey Fox |
| property and Froome mine, the latter of which declared commercial production during the third quarter of 2021. The Stock |
| property, the site of former Stock mine, is located approximately 17 miles from the Black Fox mine. The Stock property |
| includes the Stock mill where mineralized material from the Froome mine is transported to and processed, and the Stock |
| West advanced development project. In addition, the Canada segment includes other exploration properties such as Fuller, |
| Davidson-Tisdale, Buffalo Ankerite and Paymaster. |
39 |
| Overview and History |
| We acquired the properties comprising the Fox Complex during 2017. These properties are located in the well-established |
| Timmins Gold Mining district in Northern Ontario, Canada. Given the proximity to communities in a region with primary |
| industries of mining and forestry, local supplies and services are easily available and can be delivered in a timely manner |
| to our operations. |
| The Black Fox property includes the Froome mine, the Grey Fox deposit, as well as the Black Fox mine which is currently |
| under care and maintenance. The Black Fox mine initially produced gold from 1997 to 2001, operated by Exall Resources |
| Limited. Re-commissioned by Brigus Gold Corporation (“Brigus”), the mine restarted in early 2009. Primero Mining |
| Corp. (“Primero”) acquired Brigus on March 5, 2014, and continued to operate the mine. We acquired the property on |
| October 3, 2017 and continued commercial operations. During 2021, mining transitioned to the Froome mine where we |
| have been operating since. |
| Our Stock property hosts the Stock mill and is the site of the former Stock mine previously operated until 2005 by St |
| Andrews Goldfields. Exploration initiated by us in 2018 and continuing in 2022 has defined two mineralized zones at |
| Stock East and Stock West, within a 2-mile mineralized trend along the Destor-Porcupine Fault. |
| The Fox Complex contains 118 parcels representing patents and leases and 163 unpatented mining claims totaling 27 |
| square miles in mining rights, as well as 11 square miles in surface rights. All land parcels are located within the Beatty, |
| Hislop, Stock, Bond, German, townships in the municipality of Black River-Matheson as well as within the Deloro, and |
| Tisdale townships in the City of Timmins. |
| Location and Access |
| The Black Fox and Froome mines are located six miles east of Matheson, Ontario, and accessed directly from Highway |
| 101 East. Matheson, in turn, is located approximately 45 miles east of Timmins, which has a commercial airport. Timmins |
| is approximately 342 miles north of Toronto by air. The approximate coordinates of the Black Fox Mine are N48°32'2" |
| and W80°20'2". |
| The Stock mill is located approximately 17 miles from the Black Fox and Froome mines. Mineralized material is trucked |
| to the mill from the Froome mine and previously from the Black Fox mine before mining ceased. The approximate |
| coordinates for the geographic center for the Stock property are N48°33'0" and W80°45'1". |
| Geology and Mineralization |
| All of our properties in the Timmins-Matheson region are located within the Archean aged, Abitibi greenstone belt. Gold |
| mineralization at the Black Fox and Froome mines occurs in different geological environments within a complex system |
| of structurally-prepared pathways (conduits) that host economic quantities of gold mineralization as: (1) free gold grains |
| associated with shallow dipping quartz veins (aka ‘flats’) and stockworks within green carbonate and ankerite-altered |
| ultramafic rocks; (2) gold associated with the development and distribution of pyrite, and (3) free gold carried within |
| steeply dipping sigmoidal/sheared quartz veins. |
| Facilities and Infrastructure |
| The Black Fox property has well developed infrastructure including electricity, roads, water supply and high-speed internet |
| access. There are seven fully serviced modular buildings supporting various functions of the underground mine, including |
| a maintenance shop, warehouse, compressed air plant, backfill plant and water management facilities. Mineralized material |
| from the Froome mine is transported to, and processed at, the Stock mill, which has a nominal processing capacity of 1,200 |
| tonnes per day. |
| The primary water supply for the Black Fox property comes from an on-site fresh water well and water produced from |
| dewatering activities. Current water supplies are adequate to sustain current and planned future operations. |
41 |
| The Stock property, the site of our Stock mill, also has well developed infrastructure including electricity, roads, water |
| supply and high-speed internet access. Two buildings support security and administration of the mill. There is an assay |
| lab and several other buildings to support operations and milling, including a hoist house, warehouse and maintenance |
| shop, mine dry building, crusher and conveyor systems and the mill building itself. The site also houses various support |
| structures including storage and generator buildings. |
| Underground Mine Development |
| Froome mine, Canada (100% Owned) |
| The Froome mine, which is part of the overall Fox Complex, is accessed from two declines from the bottom of the Black |
| Fox pit and is situated approximately one-half mile west of the Black Fox mine. The mineralized material from Froome is |
| hauled approximately 20 miles to the Stock mill, where it is processed. Based on the PEA announced on January 26, 2022 |
| and effective December 31, 2021, the life of mine of the Froome mine is expected to total four years. Low cost, bulk |
| mining will be used to bridge gold production and provide cash flow while we continue to drill and assess potential |
| additional resources at the Black Fox property, Grey Fox, Stock and Lexam projects for future development towards |
| expanded production. |
| Development of the underground access to the Froome mine was completed during 2021 and commercial production was |
| achieved in Q3 2021. The Froome mine offers several benefits compared to the Black Fox mine such as a straighter, more |
| efficient haulage route and wider, more consistent mineralization that is amenable to lower cost bulk mining methods. We |
| are targeting an average annualized production rate of 40,000 - 45,000 gold equivalent ounces (“GEO”) from Froome over |
| its life of mine. |
| Advanced-Stage Properties |
| Stock West, Canada (100% owned) |
| The Stock West project is located approximately one mile west of the historic Stock mine shaft and 0.6 mile southwest of |
| the Stock mill. The Stock property is easily accessible via an access road from Highway 101 located approximately one |
| mile to the south. The approximate coordinates for the geographic center for the Stock property are N48°33'0" and |
| W80°45'1". |
| The Stock property is the site of the former Stock mine, which produced 137,000 ounces of gold from an underground |
| operation between 1989 and 2005. |
| Exploration activities (primarily diamond drilling and geophysical surveys) were initiated at the Stock property in early |
| 2018, and continued at a steady pace throughout 2019. These efforts led to growth of mineralized material at Stock East, |
| and the discovery of a new source of potentially economic bulk mineralization known as Stock West sitting approximately |
| 0.5 miles west of the existing mine workings. We resumed exploration at Stock West in late August 2020. In early 2021 |
| and continuing into 2022, a diamond drill program totaling 94 holes and 107,375 feet (2022) were initiated in close |
| proximity to the former producing Stock Mine which was designed to identify zones of mineralization meant to enhance |
| the PEA for the Fox Complex, including for Stock West. |
| Grey Fox, Canada (100% owned) |
| The Grey Fox project is located 2.2 miles southeast of Black Fox mine and adjacent to Agnico Eagle’s former Hislop |
| mine. Access is either by paved or well maintained, two-way, dirt roads. The approximate coordinates of Grey Fox are |
| N48°30'20.0” and W80°18'20.0”. |
| An internal feasibility-level study completed on the Grey Fox project in early 2015 by Primero, recommended further |
| development of the deposit. Further advanced project work continued until 2016, when Primero ceased all non-essential |
| expenditures. |
42 |
| The following table summarizes the Company’s land position in Mexico as of December 31, 2022: |
| | Number of | Square |
| Mexico Mineral Property Interest | Claims | Miles |
| Fenix Project (including the El Gallo mine) | 45 | 204 |
| Other Mexico properties | | | 1 | 2 |
| Total Mexico Properties | 46 | 206 |
| Mexico Properties |
| El Gallo mine, Mexico (100% owned) |
| For detailed information on the El Gallo mine production statistics and financial results, refer to Item 7. Management’s |
| Discussion and Analysis of Financial Condition and Results of Operations. |
| Overview and History |
| We own 100% of the El Gallo mine, originally known as the Magistral mine. The El Gallo mine was an open pit gold mine |
| and heap leach operation that we operated from September 2012 to June 2018, when we ceased active mining. Residual |
| leaching production and ongoing closure and reclamation activities continued through 2022. |
| The El Gallo mine consists of 8 square miles of concessions. Concession titles are granted under Mexican mining law. |
| Mining concessions are subject to annual work requirements and payment of annual surface taxes that are assessed and |
| levied on a semi-annual basis in accordance with Mexican law. An annual lease agreement for surface access to the El |
| Gallo mine is currently in place. |
| Location and Access |
| The El Gallo mine and the surrounding properties are in northwestern Mexico in the western foothills of the Sierra Madre |
| Occidental mountain range, within the State of Sinaloa in the Mocorito Municipality, approximately 60 miles by air |
| northwest of Culiacan, the capital city of Sinaloa State. Access is by paved and well maintained, two-way dirt roads. The |
| concession area is located approximately 20 miles by road from the village of Mocorito, approximately 30 miles from the |
| town of Guamúchil. The approximate coordinates for the center of the district are longitude W107°51’ and latitude |
| N25°38’. |
| Facilities and Infrastructure |
| The El Gallo mine has well-developed infrastructure including electricity, roads, water supply and high-speed internet |
| access. There is a truck shop, a warehouse, a fuel depot, core logging facilities, an explosives magazine, heap leach pads, |
| process ponds, an assay laboratory, a three-stage crushing plant, an adsorption-desorption-recovery (“ADR”) process plant |
| with a sulfidation-acidification recovery (“SAR”) circuit added in the first quarter of 2018 and an administrative office. |
| The laboratory is equipped to process all assay samples from the mine, core, chips and soil. The metallurgical lab is capable |
| of determining cyanide leaching amenability and gold and silver recoveries of mineralized material amenable to cyanide |
| leaching. |
| Advanced-Stage Properties |
| Fenix Project, Mexico (100% owned) |
| Overview and History |
| Two areas of interest located inside of our property are currently considered for the Fenix Project and are the basis of the |
| resource estimate included in the feasibility study released on February 16, 2021. |
44 |
| The Fenix Project, which is currently under consideration but has not been approved for development, contemplates a two- |
| phase development process. Phase 1 includes the reprocessing of material from the heap leach pad at the existing El Gallo |
| mine, which we refer to as HLM. Phase 2 includes the processing of open pit silver mineralization from the nearby El |
| Gallo Silver deposit, with our existing process plant. |
| The process plant is expected to use conventional and proven mineral processing and precious metals recovery |
| technologies. Phase 1 is envisioned to have a throughput rate of 5,000 tonnes per day. During Phase 2, mineralized material |
| from the El Gallo Silver deposit would be processed at a maximum of 3,250 tonnes per day. The difference in treatment |
| rate is due to the finer grind sizes targeted, and the difference in grinding characteristics of the El Gallo Silver mineralized |
| material. |
| Tailings produced during the operation would be stored in the mined-out Samaniego open pit at the El Gallo mine. As part |
| of this process, tailings deposition would include a delivery system designed to maximize tailings consolidation and water |
| recovery. Utilizing the in-pit tailings storage technology is expected to be cost effective and environmentally friendly as |
| it would reduce the disturbance footprint and construction material, eliminate the construction of a tailings dam, recycle |
| process water, and reduce closure obligations by removing the leach pad. |
| During 2019, we received an environmental permit approval for in-pit tailings storage in the Samaniego pit as well as |
| approval for the process plant for Phase 1, which entails the construction of the Carbon-In-Leach (“CIL”) mill circuit. |
| During 2022, we executed an agreement to purchase a secondhand gold processing plant and associated equipment for a |
| purchase price of $2.8 million. This package includes substantially all of the major components required for Phase 1 of |
| the Fenix Project, in addition to surplus equipment which can be sold or used at our other operations. This purchase is |
| expected to materially reduce the estimated capital expenditure required in Phase 1 as contemplated by our feasibility |
| study. |
| A decision to pursue the project remains under review. |
| Access and Location |
| The Fenix Project is located adjacent to the El Gallo mine and is similarly accessible. |
| Facilities and Infrastructure |
| In addition to the El Gallo mine infrastructure described above, which would support the Fenix Project if a positive |
| production decision is made, we purchased a secondhand gold processing plant and associated equipment in September |
| 2022, which includes substantially all of the major components contemplated in Phase 1 of our Fenix Project feasibility |
| study. As of the end of 2022, this equipment was in the process of being mobilized from the Los Mochis port to the Fenix |
| Project site. | |
45 |
| Los Azules Copper Project, Argentina (100% owned by McEwen Copper) |
| Overview and History |
| The Los Azules copper project is an advanced-stage porphyry copper exploration project located in the cordilleran region |
| in the province of San Juan, Argentina near the border with Chile. In 1994, Minera Andes acquired lands in the southern |
| portion of the Los Azules area. Over the years, additional exploration was performed by Minera Andes and other |
| companies who owned adjacent properties around Los Azules. We acquired Minera Andes in January 2012. |
| The environmental baseline monitoring work continued as well as other works, which were identified as necessary to |
| develop a conforming Environmental Impact Assessment (“EIA”) submission. The environmental work included the |
| geological mapping of the tailings dam design. |
| Location and Access |
| The project is located at approximately S31o13’30” and W70o13’50” and abuts the border of Chile and Argentina. The |
| elevation at the site ranges between 11,500 feet to 14,750 feet above sea level (“ASL”). A new low altitude access road |
| (max. 11,155 feet ASL) was completed in early 2022, which has only one high mountain pass, and successfully used to |
| extend our drilling season to May 2022. We share part of the new access road with other mining projects, including El |
| Pachón (Glencore) and Altar (Sibanye-Stillwater and Aldebaran Resources). We expect the road will be further upgraded |
| and adapted for winter operating conditions. In addition, work is being done on the initial access road, extending road |
| widths, improving berms and primarily working on the switchback both in the Totora as well as the Cabeza de Leon passes |
| to allow the passage of semi-trailer transport. It is anticipated that these efforts will result in safer operations, reduced costs |
| and logistics efficiencies, in addition to providing year-round access to support our current phase of work on Los Azules. |
| Geology and Mineralization |
| The deposit is located within a copper porphyry belt that hosts some of the world’s largest copper mines. The upper part |
| of the system consists of a barren leached cap, which is underlain by a high-grade secondary enrichment blanket. Primary |
| mineralization below the secondary enrichment zone has been intersected in drilling up to a depth of more than 3,700 feet |
| below surface. |
| Exploration Activities |
| During Q4/22, we completed 28,920 feet of diamond and sonic drilling, comprised substantially of diamond drilling in an |
| effort to upgrade our existing mineral resource categorization through increasing our drill hole density. Geotechnical |
| drilling was also completed during Q4/22 to facilitate mine design. Step out exploration activities during Q4/22 were |
| performed to test for potential extensions to our mineral resource both laterally and at depth, and as a result of our current |
| findings, deep diamond drilling is planned for 2023. Drilling is being conducted by established and well-recognized |
| drilling contractors employing the local workforce. |
| Our study teams continued to work on an updated PEA to include all drill information, assay information and metallurgical |
| testing of core obtained during the 2017, 2018 and 2022 exploration seasons. Work on trade-off studies related to power |
| supply and the potential for renewables, mining methods and processing options, an updated glacier study, and initial |
| geotechnical field of work for the design of the tailing and waste storage facilities were continued during the quarter. |
| Hydro-geological holes have commenced and complement the works on the assessments of historical information and the |
| re-establishment of existing water monitoring locations. |
| Hyperspectral scanning of all available core has been completed for new and historic core. Data from this initiative will |
| ensure a refined and improved geological and resource model. By the end of Q4/22, over 220,000 feet of current and |
| historical drilling has been scanned and processed. Hyperspectral data is expected to be used for geotechnical, |
| metallurgical and resource modelling. |
47 |
| A preliminary optimization study was completed in Q1/22 using existing information and was further refined during the |
| remainder of the year. The study focused on the following objectives: value improvement, scale and capital requirement |
| optimization, reduction in complexity, risk minimization and to enable fast trade-off analysis of environmentally friendly |
| and regenerative solutions. Currently, we are developing a scenario for Los Azules as an open pit mine that initially |
| processes leachable copper content in a heap leach, with a solvent extraction and electrowinning (“SX/EW”) facility to |
| produce LME Grade A copper cathodes for export or consumption in Argentina. This scenario would greatly reduce capital |
| expenditures as compared to using concentrator technology, and in addition, would be more environmentally friendly due |
| to a lower carbon footprint. The project design makes use of renewable energy, reduces overall complexity while still |
| conceived as a long-life asset with upside opportunity further enhancing the life of mine and financial attractiveness. |
| Metallurgical studies continue, utilizing international certified laboratories as well as additional confirmation work with |
| the Institute of Mining Investigations, part of the engineering faculty of the University of San Juan and our partners from |
| Nuton, the Rio Tinto venture specialized in heap leaching of copper ore. Initial results show promising recoveries and |
| reduced acid consumption for the scenario described above. |
| The preparation of the Exploitation Environmental Impact Report (“EIR”), the basis for environmental permitting in |
| Argentina, has been awarded to Knight Piesold and the drafting of the report is underway and on track for presentation to |
| San Juan authorities by April 2023. |
| Facilities and Infrastructure | |
| As described above, construction was completed on a new access road that, together with continued improvements to both |
| access roads, will provide year-round access to the project. As part of our ongoing involvement with local communities |
| and entrepreneurs, local contractors are being sourced for our road improvements. |
| Elder Creek property |
| On October 24, 2022, McEwen Copper signed an agreement whereby Kennecott Exploration Company (“KEX”), a |
| subsidiary of Rio Tinto, for KEX to earn a 60% interest in the Elder Creek property by investing $18 million over up to |
| seven years (the “Expenditure Commitment”). If and when the Expenditure Commitment is completed, KEX and McEwen |
| Copper will form an unincorporated 60:40 joint venture. |
48 |
| The mine is part of a larger property which covers a total area of approximately 1,004 sq. miles and consists of 141 mining |
| concessions. |
| MSC has purchased the land and the corresponding occupation rights necessary to conduct its operations. |
| Location and Access |
| The San José property is in the province of Santa Cruz, Argentina, lying approximately between latitude S46°41’ and |
| S46°47’ and longitude W70°17’ and W70°00’. The mine is 1,087 miles south-southwest of the city of Buenos Aires and |
| 217 miles southwest of the Atlantic port city of Comodoro Rivadavia. The principal access route to the San José property |
| is a paved highway from Comodoro Rivadavia followed by a 20 mile two-lane dirt road to the mine. Comodoro Rivadavia |
| has regularly scheduled air services to Buenos Aires. The nearest town is Perito Moreno, which is approximately 19 miles |
| west of the San José property. |
| Geology and Mineralization |
| The San José property is in the Deseado Massif, which consists of Paleozoic metamorphic basement rocks unconformably |
| overlain by Middle to Upper Jurassic bimodal andesitic and rhyolitic volcanics and volcaniclastics. Cretaceous sediments |
| and Tertiary to Quaternary basalts overlie the Jurassic volcanics. The Jurassic Bajo Pobre Formation is the main host of |
| gold and silver vein mineralization at the mine. The formation is comprised of a lower andesite volcaniclastic unit and an |
| upper andesite lava flow and has a maximum thickness of 394 ft. Mineralization in the San José area occurs as low |
| sulfidation epithermal quartz veins, breccias and stockwork systems accompanying normal sinistral faults. |
| Facilities and Infrastructure |
| Infrastructure at the property consists of camp facilities that can accommodate up to approximately 1,100 personnel, a |
| medical clinic, a security building, a maintenance shop, a laboratory, processing facilities, a mine and process facility |
| warehouse, a surface tailings impoundment, support buildings and mine portals, a change house, a core warehouse, an |
| administration building and offices. The laboratory is equipped to process all assays (core, chips and soil). MSC has |
| installed a satellite-based telephone/data/internet communication system. |
| Electricity is provided by an 81-mile 132 kV electric transmission line, which connects the San José mine processing |
| facility to the national power grid. |
| The San José mine is a ramp access underground mining operation. |
| ITEM 3. LEGAL PROCEEDINGS |
| We are not currently subject to any material legal proceedings. To the best of our knowledge, no such proceeding is |
| threatened, the results of which would have a material impact on our properties, results of operations, or financial condition. |
| Nor, to the best of our knowledge, are any of our officers or directors involved in any legal proceedings in which we are |
| an adverse party. |
| ITEM 4. MINE SAFETY DISCLOSURES |
| At McEwen Mining, safety is a core value, and we strive for superior performance. Our health and safety management |
| system, which includes detailed standards and procedures for safe operations, addresses topics such as employee training, |
| risk management, workplace inspection, emergency response, accident investigation and program auditing. Based on |
| strong leadership and involvement from all levels of the organization, these programs and procedures form the cornerstone |
| of safety at McEwen Mining, ensuring that employees are provided a safe and healthy environment and are intended to |
| reduce workplace accidents, incidents and losses, comply with all mining-related regulations and provide support for both |
| regulators and the industry to improve mine safety. |
50 |
PART II |
| ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER |
| | PURCHASES OF EQUITY SECURITIES |
| Market Information On January 24, 2012, our common stock commenced trading on the NYSE and TSX under the symbol “MUX”, subsequent |
| to the completion of the acquisition of Minera Andes. As of March 13, 2023, there were 47,427,584 | | shares of our common |
| stock outstanding, which were held by approximately 3,000 stockholders of record. Transfer Agent Computershare Trust Company, N.A. is the transfer agent for our common stock. The principal office of Computershare |
| is 250 Royall Street, Canton, Massachusetts, 02021 and its telephone number is (303) 262-0600. The transfer agent in |
| Canada is Computershare Trust Company of Canada at 100 University Ave., 8th Floor, Toronto ON, M5J 2Y1 and its |
| telephone number is 1-800-564-6253. Performance Graph |
| The above graph compares our cumulative total shareholder return for the five years ended December 31, 2022, with (i) the |
| NYSE Arca Gold Bugs Index, which is an index of companies involved in the gold industry and (ii) the NYSE Composite |
| Index, which is a performance indicator of the overall stock market. The graph assumes a $100 investment on |
| December 31, 2017, in our common stock and the two other stock market indices, and assumes the reinvestment of |
| dividends, if any. |
| | | | | | | December 31, |
| | | | | | 2017 | 2018 | 2019 | 2020 | | | | | 2021 | 2022 |
| McEwen Mining (MUX) | | | | | $ 100 $ 80 $ 56 $ 43 $ 39 $ 26 |
| NYSE Arca Gold Bugs Index | | | | | 100 | 84 | 126 | 156 | | | | | 135 | 119 |
| NYSE Composite Index | | | | | 100 | 89 | 109 | 113 | | | | | 134 | 119 |
| | ITEM 6. [RESERVED] | | | |
52 |
| ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS |
| | OF OPERATIONS |
| Introduction |
| This section of this Annual Report on Form 10-K generally discusses fiscal 2022 and 2021 items including our results of |
| operations and financial condition, and year-to-year comparisons between 2022 and 2021 with a particular emphasis on |
| 2022. In each case, we discuss factors that we believe have affected our operating results and financial condition and may |
| do so in the future. For a discussion of our financial condition and results of operations for 2021 compared to 2020, please |
| refer to Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in |
| our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 7, 2022. |
| Regarding properties and projects that are not in production, we provide some details of our plan of operation. This section |
| provides information up to the date of filing this report. |
| The discussion contains financial performance measures that are not prepared in accordance with United States Generally |
| Accepted Accounting Principles (“US GAAP” or “GAAP”). Each of the following is a non-GAAP measure: cash gross |
| profit, cash costs, cash cost per ounce, all-in sustaining costs (“AISC”), all-in sustaining cost per ounce, average realized |
| price per ounce, and liquid assets. These non-GAAP measures are used by management in running the business and we |
| believe they provide useful information that can be used by investors to evaluate our performance and our ability to |
| generate cash flows. These measures do not have standardized definitions and should not be relied upon in isolation or as |
| a substitute for measures prepared in accordance with GAAP. Cash Costs equals Production Costs Applicable to Sales and |
| is used interchangeably throughout the document. For a reconciliation of these non-GAAP measures to the amounts |
| included in our Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 and to our |
| Balance Sheets as of December 31, 2022 and 2021 and certain limitations inherent in such measures, please see the |
| discussion under “Non-GAAP Financial Performance Measures”, beginning on page 70. |
| This discussion also includes references to advanced-stage properties, which are defined as properties for which advanced |
| studies and reports have been completed indicating the presence of mineralized material or proven or probable reserves, |
| or that have obtained or are in the process of obtaining the required permitting. Our designation of certain properties as |
| “advanced-stage properties” should not suggest that we have or will have proven or probable reserves at those properties |
| as defined by S-K 1300. This section provides information up to the date of the filing of this report. |
| The information in this section should be read in conjunction with our consolidated financial statements and the notes |
| thereto included in this Annual Report on Form 10-K. | |
| Throughout this Management’s Discussion and Analysis (“MDA”), the reporting periods for the three months ended on |
| December 31, 2022 and December 31, 2021 are abbreviated as Q4/22 and Q4/21, the reporting for the years ended |
| December 31, 2022 and 2021 are abbreviated as the full year 2022 and the full year 2021 respectively. All financial |
| quarterly and other interim results are unaudited. |
| In addition, in this report, gold equivalent ounces (“GEO”) includes gold and silver ounces calculated based on a silver to |
| gold ratio of 78:1 for Q1/22, 83:1 for Q2/22, 90:1 for Q3/22, and 85:1 for Q4/22. Beginning with Q2/19, we adopted a |
| variable silver to gold ratio for reporting that approximates the average price during each fiscal quarter. |
53 |
| Response to the COVID-19 Pandemic |
| We are continuing to closely monitor and respond, as possible, to the ongoing COVID-19 pandemic. As the situation |
| continues to evolve, ensuring the health and safety of the Company’s employees and contractors is one of our top priorities. |
| The long-term impact of the COVID-19 pandemic on our results of operations, financial position and cash flows will |
| depend on future developments, including the duration and spread of the outbreak, variants of the COVID-19 virus, related |
| advisories and restrictions and the success and acceptance of various vaccines, and other adverse effects caused (or |
| contributed to) by pandemic, such as supply chain constraints, labor shortages and inflationary pressures. Management is |
| actively monitoring the global situation and its effect on our financial condition, liquidity, operations, suppliers, industry |
| and workforce. |
| In response to the need to protect our employees and our company, we formed our COVID-19 Task Team. The Task Team |
| consists of management members from each operating site and office and has coordinated steps to prevent a wider spread |
| of the virus, while exchanging information with associations, governments, and industry peers. We have implemented |
| preventative measures to ensure a safe working environment for our employees and contractors and to prevent the spread |
| of COVID-19 including facilitating access to vaccinations at our sites by coordinating with local health authorities and |
| continue to maintain these systems and safety protocols through 2023. |
54 |
| 2022 AND Q4/22 OPERATING AND FINANCIAL HIGHLIGHTS Highlights for the year and quarter ended December 31, 2022 are summarized below and discussed further in the section |
| entitled “Consolidated Performance”: Corporate Developments |
| • | Mr. William (Bill) Shaver, P. Eng., who is currently serving on our Board of Directors, was appointed as Interim |
| | Chief Operating Officer of the Company on May 6, 2022. |
| • | Mr. Perry Ing, CA, CPA, CFA, who previously served as Chief Financial Officer of the Company from 2012 to |
| | 2015, was appointed as Interim Chief Financial Officer on May 6, 2022. |
| • | In June and August 2022, we raised $41.9 million through private placement offerings for McEwen Copper Inc. |
| | (“McEwen Copper”). Rio Tinto, through its copper leaching technology venture Nuton LLC (“Nuton”), now |
| | owns 9.7% of McEwen Copper, as a result of its investment of $25.0 million. Nuton, as our collaborative partner, |
| | is testing the Los Azules copper mineralization to see if it can accelerate and increase copper recoveries using its |
| | proprietary technologies. |
| • | In August 2022, we entered into a binding term sheet with Kennecott Exploration, a subsidiary of Rio Tinto, for |
| | an option to earn a 60% interest in the Elder Creek exploration project, by spending $18.0 million on exploration |
| | within seven years. On October 21, 2022, we signed the definitive Elder Creek option and joint venture |
| | agreement. Elder Creek is held by McEwen Copper and is located in Nevada. |
| • | Subsequent to December 31, 2022, we announced the closing of an ARS $30 billion investment by FCA |
| | Argentina S.A., a subsidiary of Stellantis N.V. (“Stellantis”) to acquire shares of McEwen Copper in a two-part |
| | transaction that closed on February 24, 2023. The transaction consisted of: 1. Private placement of 2,850,000 |
| | common shares, and 2. Purchase of 1,250,000 common shares indirectly owned by McEwen Mining in a |
| | secondary sale. The proceeds of the private placement will be used to advance development of the Los Azules |
| | copper project in San Juan, Argentina, and for general corporate purposes. After the closing of the Transaction, |
| | McEwen Mining was separately compensated for the secondary sale by McEwen Copper in U.S. dollars. |
| | Subsequent to the transaction, the Stellantis companies and Nuton both hold approximately 14.2% of the |
| | outstanding shares of McEwen Copper, while McEwen Mining reduced its ownership to 51.9% of the outstanding |
| | shares. |
| Operational Highlights |
| • | Production improved during Q4/22 compared to prior quarters in 2022. We produced 37,279 GEOs in Q4/22, |
| | including 19,417 attributable GEOs from the San José mine(1), bringing our full year 2022 production to 133,300 |
| | GEOs, including 69,129 GEOs from the San José mine(1). We met revised production guidance at our Gold Bar |
| | and San José mines and our production was slightly below our revised guidance at the Fox Complex. Our 2022 |
| | production compares to 40,153 GEOs produced in Q4/21 and 154,391 GEOs produced in full year 2021. |
| • | Decrease in GEO’s sold during 2022 over 2021. We sold 36,724 GEOs in Q4/22, including 19,278 attributable |
| | GEOs from the San José mine(1), bringing our total sales in full year 2022 to 132,186 GEOs, including 68,360 |
| | attributable GEOs from the San José mine(1). This compares to 40,184 GEOs sold in Q4/21 and 153,415 GEOs |
| | sold in full year 2021. |
| • | Our Froome mine reached its 2022 mining tonnage target, stockpiling 120,000 tonnes of mineralized material |
| | at the end of 2022, ready for processing in 2023. |
| • | Change in pastefill methodology at Froome mine lowered cash costs. Our operations optimized backfill and |
| | used waste rock for pastefill underground, reducing mining costs in 2022. |
| • | Safety record improved at Fox Complex. We lowered our total recordable injury frequency rate (“TRIFR”) to 1 |
| | during 2022, below industry standard of 4. |
56 |
| • | At our Gold Bar mine, we addressed challenges related to carbonaceous ore impacting production during |
| 2022. New deposits were identified, including Gold Bar South (“GBS”) which does not contain carbonaceous |
| ore. In addition, GBS has a much lower waste stripping ratio, oxide mineralization with no carbonaceous material, |
| and a higher average gold grade compared to currently mined areas at the Gold Bar mine. Our 2023 mine |
| production is expected to be primarily from GBS. Additionally, we successfully transitioned to a new mining |
| contractor within Q4/22 which is expected to drive improved production efficiencies in 2023. |
| • | Our Gold Bar mine reached a record safety milestone, operating for over 1,000 days without a lost-time incident. |
| • | Operations at the San José mine remained consistent. Despite a slow start to 2022 due to COVID-19 impacts |
| and mill availability, we met revised production guidance at the San José mine. |
| Financial Highlights |
| • | We reported cash, cash equivalents and restricted cash of $43.6 million as at December 31, 2022, of which $36.8 |
| million is to be used toward McEwen Copper for the advancement of the Los Azules Copper project. |
| • | On March 2, 2022, the Company closed the private placement offering of 1,450,000 flow-through common shares |
| priced at $10.40 for gross proceeds of $15.1 million. |
| • | We reported gross loss of $0.5 million and cash gross profit(2) of $19.2 million for full year 2022 compared with |
| gross loss of $6.5 million and cash gross profit(2) of $17.3 million for full year 2021. |
| • | We reported a net loss of $81.1 million, or $1.71 per diluted share for full year 2022 compared with net loss of |
| $56.7 million, or $1.25 per diluted share for full year 2021. |
| Exploration and Mineral Resources and Reserves |
| • | Our exploration and advanced projects spend of $81.7 million in 2022 focused on advancing the Los Azules |
| Copper Project in Argentina and expanding the resource base at the Stock West deposit within the Fox Complex |
| and at the Gold Bar mine. |
| • | At Los Azules, our drill program focused on increasing drill hole density to upgrade our copper mineral resource |
| classification to measured and indicated and to better understand the payback pit design; providing metallurgical, |
| hydrological and geotechnical data to support mine design; and testing potential extensions of the copper resource |
| to the north, south and at depth. We ended the 2022 year with 6 drill rigs on site, adding 3 more in early 2023. |
| We continue to work on updating our PEA for the Los Azules project and expect to publish results in early Q2/23. |
| • | On January 26, 2022, we announced a PEA for the Fox Complex effective December 31, 2021. The PEA estimates |
| positive economics for an expansion project, where subsequent to the depletion of Froome mine, production could |
| continue for another 9 years at an average production of 80,800 oz gold per year. Overall, the PEA estimates an |
| IRR of 21% at a gold price of $1,650/oz, at average cash costs and AISC of $769/oz and $1,246/oz, respectively. |
| • | During 2022, we concentrated on resource delineation and exploration expansion at both our Stock and Grey Fox |
| properties, drilling a total of 181,145 feet at the Fox Complex. At our Stock property, the principal aim of the |
| diamond drilling during 2022 was to enhance our PEA by identifying additional resources in proximity to the |
| proposed ramp to Stock West. |
| • | During 2022, exploration activities at the Gold Bar mine were primarily focused on field activities and target |
| development with RC and core drilling at the Cabin North Pit, Atlas Pit, and Pick Pit for an aggregate of 16,924 |
| feet. We also continued exploration activities on our Cabin South deposit, trenching approximately 3,550 feet |
| and drilling 12 rotary air blast holes totaling 990 feet. |
| (1) | At our 49% attributable interest. |
| (2) | As used here and elsewhere in this report, this is a Non-GAAP financial performance measure. See “Non-GAAP Financial |
| Performance Measures” beginning on page 70. | |
57 |
| SELECTED CONSOLIDATED FINANCIAL AND OPERATING RESULTS The following tables present selected financial and operating results of our company for the three months ended December |
| 31, 2022 and 2021 and for the years ended December 31, 2022, 2021, and 2020: |
| | | | | | | | | | | | | | | Three months ended December 31, | | Year ended December 31, |
2022 | | | | | | 2021 | 2022 | 2021 | | 2020 |
| | | (in thousands, except per share) |
| Revenue from gold and silver sales(1) | $ | 28,240 $ | | | | | | 34,966 | | $ 110,417 $ 136,541 $ 104,789 |
| Production costs applicable to sales | $ | (20,321) $ | | | | | | (33,742) | | $ (91,260) $ (119,223) $ (108,827) |
| Loss before income and mining taxes | $ | (34,937) $ | | | | | | (24,465) | | $ (80,288) $ (64,199) $ (153,715) |
| Net loss | $ | (37,364) $ | | | | | | (20,856) | | $ (81,076) $ (56,712) $ (152,325) |
| Net loss per share | $ | (0.79) $ | | | | | | (0.46) | | $ (1.71) $ (1.25) $ (3.78) |
| Cash used in operating activities | $ | (8,057) $ | | | | | | (1,147) | | $ (58,609) $ (20,223) $ (27,873) |
| Cash additions to mineral property interests and |
| plant and equipment | $ | (7,047) $ | | | | | | (6,405) | | $ (24,187) $ (34,888) $ (13,373) |
| (1) | Excludes revenue from the San José mine, which is accounted for under the equity method. |
| | | | | | | | | | | | | | | | | | Three months ended December 31, | | | | Year ended December 31, |
2022 | | | | | | 2021 | 2022 | 2021 | | 2020 |
| | | (in thousands, except per ounce) |
| Produced - gold equivalent ounces(1) | 37.3 | | | | | | 40.2 | 133.3 | 154.4 | 114.8 |
| 100% owned operations | 17.9 | | | | | | 20.0 | 64.2 | 77.6 | | 60.3 |
| San José mine (49% attributable) | 19.4 | | | | | | 20.2 | 69.1 | 76.8 | | 54.5 |
| Sold - gold equivalent ounces(1) | 36.7 | | | | | | 40.2 | 132.2 | 153.4 | 115.6 |
| 100% owned operations | 17.4 | | | | | | 19.9 | 63.8 | 77.3 | | 60.7 |
| San José mine (49% attributable) | 19.3 | | | | | | 20.3 | 68.4 | 76.1 | | 54.9 |
| Average realized price ($/GEO)(2)(3) | $ | 1,674 $ | | | | | | 1,806 | $ 1,788 $ 1,803 $ 1,771 |
| P.M. Fix Gold ($/oz)(4) | $ | 1,726 $ | | | | | | 1,795 | $ 1,800 $ 1,799 $ 1,735 |
| Cash cost per ounce ($/GEO):(2) |
| 100% owned operations | $ | 1,112 $ | | | | | | 1,601 | $ 1,276 $ 1,453 $ 1,772 |
| San José mine (49% attributable) | $ | 1,321 $ | | | | | | 1,708 | $ 1,306 $ 1,262 $ 1,233 |
| AISC per ounce ($/GEO):(2) |
| 100% owned operations | $ | 1,509 $ | | | | | | 1,940 | $ 1,688 $ 1,635 $ 2,077 |
| San José mine (49% attributable) | $ | 1,701 $ | | | | | | 2,043 | $ 1,714 $ 1,603 $ 1,514 |
| Cash gross profit (loss) (2) | $ | 7,919 $ | | | | | | 1,224 | $ 19,157 $ 17,318 (4,038) |
| Gross profit (loss) | $ | (288) $ | | | | | | (5,898) | $ (544) $ (6,481) (26,948) |
| Silver : Gold ratio(1) | 85 : 1 | | | | | | 77 : 1 | 84 : 1 | 72 : 1 | | 86 : 1 |
| (1) | Silver production is presented as a gold equivalent; the silver to gold ratio used is 84:1 for 2022 and 72:1 for 2021 and 86:1 for |
| 2020; 85:1 for Q4/22 and 77:1 for Q4/21. |
| (2) | As used here and elsewhere in this report, this is a Non-GAAP financial performance measure. See “Non-GAAP Financial |
| Performance Measures” beginning on page 70. |
| (3) | On sales from 100% owned operations only, excluding streaming arrangement. | | | | | |
| (4) | Average for the quarter or year as presented. | |
| CONSOLIDATED PERFORMANCE |
| For the year ended December 31, 2022, we reported a net loss of $81.1 million (or $1.71 per share) compared to a net loss |
| of $56.7 million (or $1.25 per share) for the year ended December 31, 2021. The current net loss includes $81.7 million |
| of expenditures on exploration activities and advanced projects, of which $61.1 million was related to expenditures for the |
| Los Azules project and $14.9 million on the continued exploration at our Canadian, US and Mexico operating sites. In |
| addition, our revenues decreased by $26.1 million, driven by a 13.8% decrease in GEOs sold and a slightly lower average |
| realized price compared to 2021. Partially offsetting these impacts were a $27.8 million decrease in our cost of sales as we |
| improved our operating margins, and a $12.8 million improvement in the operating results of our attributable interest in |
| MSC. |
| Cash gross profit of $19.2 mil ion for 2022 increased by $1.9 million compared to a cash gross profit of $17.3 million in |
58 |
2021, driven by our improved operating margin despite decreases in production and revenue. See “Non-GAAP Financial |
Performance Measures” for a reconciliation to gross (loss) profit, which we consider to be the nearest GAAP measure. |
Production from our 100% owned mines of 64,171 GEOs in full year 2022 decreased by 13,381 GEOs as compared to full |
year 2021. We had 39% lower production at our Gold Bar mine due to the impacts of carbonaceous ore and the transition |
to a new mining contractor, as well as lower residual leach production from the El Gallo mine as it ramps down. Production |
at the Fox Complex improved by 22% year over year, partially offsetting these decreases. |
Our share of the San José mine production of 69,129 GEO in 2022 was 7,709 lower than in 2021. This decrease was |
attributable to lower processed tonnes due to COVID-19 impacts and mill availability issues in early 2022. |
CONSOLIDATED FINANCIAL REVIEW |
Year ended December 31, 2022, compared to 2021 |
Revenue from gold and silver sales in full year 2022 of $110.4 million decreased by 19% compared to full year 2021. This |
decrease was driven by lower sales of 13,478 GEOs from our 100% owned mines in 2022 compared to 2021 as well as a |
slightly lower average realized price of $1,788 per GEO or a $15 per GEO decrease compared to 2021. The decrease in |
GEOs sold for the full year 2022 consists of an increase of 6,377 GEOs sold from the Black Fox mine, a decrease of 17,043 |
GEOs sold from the Gold Bar mine, and a decrease of 2,812 GEOs sold from the El Gallo mine. | |
Production costs applicable to sales in full year 2022 decreased by 23% to $91.3 million compared to full year 2021. The |
decrease was partially due to lower sales, as well as improved operational efficiencies resulting in margin improvements |
at both our Gold Bar and Froome mines. |
Advanced projects of $66.7 million in full year 2022 increased by $54.3 million compared to full year 2021. We spent |
$61.2 million at our Los Azules project in Argentina, continuing to advance our project to feasibility. Expenditures |
included in advanced projects also related to the construction of the Gold Bar South haul road in Nevada. |
Exploration costs of $15.0 million in full year 2022 decreased by $7.6 million compared to full year 2021. Exploration |
activities decreased in 2022, as we limited our spending to funding received from our flow-through share issuances closed |
in December 2020 and March 2022. Flow-through funds are being used to expand high potential target areas at our Fox |
Complex and exploration activities are expected to continue through the end of 2023. |
General and administrative of $ | | 11.9 million in full year 2022 increased slightly by $0.5 million compared to full year |
2021, due to higher insurance premiums, corporate fees and other employee costs. |
Gain from investment in MSC of $2.8 million in full y | | | ear 2022 represents a $10.3 million improvement from the $7.5 |
million loss recognized in 2021. The gain from investment in MSC includes the amortization of fair value increments |
arising from the initial purchase price allocation and its related income tax recovery. This is discussed further in Note 9 to |
the Consolidated Financial Statements. |
Revision of estimates and accretion of reclamation and remediation obligations of $3.3 million in full year 2022, decreased |
by $0.2 million from full year 2021. This year over year decrease was driven by cost estimate updates for our properties |
in Nevada. This is discussed further in Note 12 to the Consolidated Financial Statements. |
Other income was $22.9 million for 2022 compared to $6.3 million for 2021. Other income in 2022 includes realized |
gains from our Blue Chip Swap transactions. This is discussed further in "Notes 4 and 5 to the Consolidated |
Financial Statements". | | | | |
Income and mining tax expense of $5.8 million for 2022 increased by $13.1 million from the $7.3 million |
recovery recognized in 2021. The increase in tax expense was primarily due to the taxable gains in Argentine entities |
partly offset by flow-through share premium amortization and by a change in the valuation allowance mainly caused by |
the fluctuating |
| | | 59 |
| Argentine and Mexican pesos against the U.S. dollar, causing fluctuations to the Company’s deferred tax liabilities |
| denominated in the respective foreign currency. |
| LIQUIDITY AND CAPITAL RESOURCES |
| Our cash and cash equivalents balance as at December 31, 2022 of $43.6 million decreased by $17.1 million from $60.6 |
| million as at December 31, 2021. The decrease in cash and cash equivalents for the year ended December 31, 2022 was |
| primarily driven by our increased exploration and advanced project expenditures of $29.1 million as well as additions to |
| our mineral property, plant, and equipment of $8.1 million, which were partially offset by forward gold sales and an |
| increase in liabilities, as well as our equity and debt financings in 2022. |
| Cash used in investing activities of $23.9 million in 2022 decreased slightly from $24.6 million from 2021. Our additions |
| to mineral property interests, plant and equipment were lower by $10.7 million due to lower capital development required |
| at the Froome mine. This was largely offset by a decrease of $9.5 million in dividends received from MSC during 2022 as |
| a result of commodity price and production impacts at MSC. |
| Cash provided by financing activities provided $65.5 million in 2022 compared to $81.0 million in 2021. Cash provided |
| by financing activities were derived from three primary sources during 2022: private placements related to McEwen |
| Copper to support the continued development of Los Azules; a flow-through share sale; and a loan received from |
| Evanachan Limited, a related party. |
| We closed two tranches of our private placement offering for McEwen Copper during June and August 2022, receiving |
| gross proceeds of $41.9 million and net proceeds of $41.3 million. The proceeds received from the private placements will |
| be used to advance the Los Azules project in Argentina. |
| In March 2022, the Company closed a private placement totaling $14.4 million (gross proceeds of $15.5 million) from the |
| issuance of Canadian Development Expenditures (“CDE”) flow-through shares. We are required to spend the flow-through |
| share proceeds on CDE flow-through eligible expenditures as defined by subsection 66.2(5) of the Income Tax Act |
| (Canada). For more details on our flow-through share financing, refer to Note 13 to the Consolidated Financial Statements, |
| Shareholders’ Equity. |
| In addition, during March 2022, the Company issued into a $15 million Promissory Note to Evanachan Limited maturing |
| on September 30, 2025. The Promissory Note bears interest of 8% payable monthly in arrears and can be repaid by the |
| Company at any time without penalty. The proceeds of the Promissory Note were used for working capital purposes. |
| Working capital as at December 31, 2022 of ($2.5) million decreased by $35.2 million over 2022. The change in working |
| capital is primarily attributable to the decrease in cash and cash equivalents as discussed above, an increase in our current |
| debt payable of $10.0 million and current contract liabilities of $6.2 million. |
| Subsequent to December 31, 2022, the Company and its subsidiary McEwen Copper completed two transactions that |
| substantially improved the working capital position of each entity and entered into two binding letters of intent (“LOIs”) |
| that, if completed, would further enhance each entities’ liquidity and capital position. |
| On February 23, 2023, the Company and McEwen Copper announced the closing of an ARS $30.0 billion investment by |
| FCA Argentina S.A., a subsidiary of Stellantis N.V. (“Stellantis”) to acquire shares of McEwen Copper in a two-part |
| transaction that closed on February 23, 2023. The transaction consisted of: 1. Private placement of 2,850,000 common |
| shares, and 2. Purchase of 1,250,000 common shares indirectly owned by McEwen Mining in a secondary sale. The |
| proceeds of the private placement will be used to advance development of the Los Azules copper project in San Juan, |
| Argentina, and for general corporate purposes. |
| Also on March 9, 2023, McEwen Copper and Nuton LLC, a current shareholder of McEwen Copper and subsidiary of Rio |
| Tinto (“Nuton”), consummated the agreement pursuant to which Nuton exercised its preemptive rights under an existing |
| shareholder agreement and agreed to purchase 350,000 shares of McEwen Copper common stock directly from McEwen |
| Copper for aggregate proceeds of $6.6 million. On the same date, Nuton and the Company consummated the agreement |
60 |
| pursuant to which Nuton purchased 1,250,000 shares of McEwen Copper common stock from the Company through its |
| subsidiary for an aggregate purchase price of $23.4 million. |
| Upon consummation of each of the Nuton transactions discussed above, the Company owns 51.9% of McEwen Copper |
| common stock on a fully diluted basis, and each of Nuton and Stellantis own 14.2%. |
| Funds received by McEwen Copper are expected to be used to advance the Los Azules project, while funds received by |
| the Company are expected to be used to repay third-party debt as well as for general corporate purposes. The Company |
| believes that it has sufficient liquidity along with funds generated from ongoing operations to fund anticipated cash |
| requirements for operations, capital expenditures and working capital purposes for the next 12 months. |
| OPERATIONS REVIEW |
| United States Segment |
| The United States segment is comprised of the Gold Bar mine and our exploration properties in the State of Nevada. |
| Gold Bar mine |
| The following table sets out operating results for the Gold Bar mine for the three months ended December 31,2022 and |
| 2021 and year ended December 31, 2022, compared to 2021 and 2020: |
| | | | | | | | | | | | | | Three months ended December 31, | | | Year ended December 31, |
| | 2022 | 2021 | 2022 | 2021 | 2020 |
| Operating Results | (in thousands, unless otherwise indicated) |
| Mined mineralized material (t) | 87 | 511 | 1,382 | 2,227 | 1,072 |
| Average grade (g/t Au) | 0.49 | 0.39 | 0.65 | 0.63 | 0.72 |
| Processed mineralized material (t) | 140 | 529 | 1,336 | 2,296 | 1,164 |
| Average grade (g/t Au) | 0.64 | 0.41 | 0.67 | 0.64 | 0.69 |
| Gold ounces: |
| Produced | 7.9 | 10.0 | 26.6 | 43.9 | 27.9 |
| Sold | 8.0 | 10.1 | 26.8 | 43.9 | 27.8 |
| Silver ounces: |
| Produced | 0.1 | 0.1 | 0.7 | 1.1 | 0.7 |
| Sold | — | — | 0.6 | | — | 0.6 |
| Gold equivalent ounces: |
| Produced | 8.0 | 10.0 | 26.6 | 43.9 | 27.9 |
| Sold | 8.0 | 10.1 | 26.8 | 43.9 | 27.8 |
| Revenue from gold and silver sales | $ | 13,592 $ | | | | | | 18,286 | $ 47,926 $ 79,205 $ 48,884 |
| Cash costs(1) | $ | 8,666 $ | | | | | | 20,615 | $ 43,500 $ 73,991 $ 58,465 |
| Cash cost per ounce ($/GEO)(1) | $ | 1,083 $ | | | 2,038 | $ 1,622 $ 1,687 $ 2,106 |
| All‑in sustaining costs(1) | $ | 11,156 $ | | | | | | 21,286 | $ 53,328 $ 76,870 $ 68,272 |
| AISC per ounce ($/GEO)(1) | $ | 1,395 $ | | | 2,104 | $ 1,989 $ 1,753 $ 2,459 |
| Silver : gold ratio | 85 : 1 | 77 : 1 | 84 : 1 | 72 : 1 | 86 : 1 |
| (1) | As used here and elsewhere in this report, this is a Non-GAAP financial performance measure. Cash costs for the Company’s |
| 100% owned operations equal Production costs applicable to sales. See “Non-GAAP Financial Performance Measures” beginning |
| on page 70 for additional information. |
| 2022 compared to 2021 |
| The Gold Bar mine produced 7,943 and 26,619 GEOs in Q4/22 and the full year 2022, respectively. This represents a 20% |
| and 39% decrease from the 9,965 and 43,849 GEOs produced in Q4/21 and the full year 2021, respectively. The decrease |
| was primarily driven by lower tonnes mined and processed, due to the presence of carbonaceous ore mined in Q2/22 and |
| Q3/22 which was classified as waste. During Q4/22, mining activities also slowed during a transition period while we |
| mobilized a new mining contractor. |
61 |
| Revenue from gold and silver sales was $13.6 million in Q4/22 compared to $18.3 million in Q4/21. The decrease in |
| revenue was due to a decrease in GEOs sold during Q4/22 together with a lower average realized gold price ($1,642 per |
| GEO in Q4/22 compared with $1,806 per GEO in Q4/21). Revenue from gold and silver sales was $47.9 million for the |
| full year 2022 compared to $79.2 million for the full year 2021, with the decrease driven by both lower volumes sold and |
| lower gold prices. |
| Production costs applicable to sales were $8.7 million in Q4/22 compared to $20.6 million in Q4/21. The decrease is due |
| to lower sales as described above, in addition to lower costs realized while awaiting the mobilization of a new mining |
| contractor at the end of Q4/22. Production costs applicable to sales were $43.5 million for full year 2022, compared to |
| $74.0 million for the full year 2021. A higher proportion of operational costs were in respect of development capital during |
| 2022 in respect of managing carbonaceous ore. |
| Cash cost and AISC per GEO sold were $1,083 and $1,395 in Q4/22 respectively compared to $2,038 and $2,104 in Q4/21 |
| respectively. The decrease in cash cost per ounce was lower due to reduced contract mining costs coupled with lower |
| ounces sold. AISC was lower as a result of lower production costs and lower sustaining exploration costs. |
| Cash cost and AISC per GEO sold were $1,622 and $1,989 for full year 2022 respectively compared to $1,687 and $1,753 |
| for full year 2021 respectively. The year-over-year decrease in cash costs was primarily a result of reduced contract mining |
| costs. AISC for full year 2022 was higher due to higher capital spend such as reclamation activity, capital exploration, |
| plant and equipment, and securing environmental credits for the Gold Bar South project. |
| Exploration Activities – Nevada |
| In Q4/22 activities were focused on the Cabin South deposit, where we trenched approximately 3,550 feet and drilled 12 |
| shallow RAB drill holes for a total of 990 feet. Positive results on three of these holes were received in early 2023 and we |
| are planning a phase one drill program to expand on interesting intercepts. This compares with Q4/21 core drilling of 3,684 |
| ft at the Cabin North and Pick Pits. |
| For 2022, exploration activities were primarily focused on field activities and target development with RC and core drilling |
| at the Cabin North Pit, Atlas Pit, and Pick Pit for an aggregate of 16,924 feet. This compares to 2021 RC and core drilling |
| of 27,698 feet at the Pick Pit, Atlas Pit, North Ridge deposit, and Tonkin property. |
| Aggressive drill programs are planned in 2023 at numerous exploration targets with the primary focus on oxide targets |
| within the existing Gold Bar Mine Plan of Operations (“MPO”). Additional targets within and outside of the MPO will |
| be tested to determine the potential for large, high-grade mineralized zones. |
| Canada Segment |
| The Canada segment is comprised of the Fox Complex properties, which includes the Black Fox mine, currently on care |
| and maintenance; our currently operating Froome underground mine; the Grey Fox and Stock West advanced-stage |
| projects; the Stock mill; and a number of exploration properties located near the city of Timmins, Ontario, Canada. |
| Fox Complex |
| On January 26, 2022, we announced the results of our PEA on the Fox Complex, effective December 31, 2021. The PEA |
| estimates positive economics for our expansion project at the Fox Complex, where after depletion of Froome, production |
| could continue for another 9 years, at an average production of 80,800 gold ounces per year. Overall, we predict an IRR |
62 |
| of 21% at a gold price of $1,650/oz, at average cash costs and AISC of $769/oz and $1,246/oz, respectively. We continue |
| to review opportunities to shorten the payback period of the Fox Complex. |
| The following table sets out operating results for the Fox Complex mines for the three months ended December 31, 2022 |
| and 2021, and the years ended December 31, 2022, 2021, and 2020: |
| | | | | | | | | | | | | | Three months ended December 31, | | | Year ended December 31, |
| | 2022 | 2021 | 2022 | 2021 | 2020 |
| Operating Results | (in thousands, unless otherwise indicated) |
| Mined mineralized material (t) | 95 | 122 | 419 | 307 | 200 |
| Average grade (g/t Au) | 3.33 | 3.05 | 3.49 | 3.38 | 3.51 |
| Processed mineralized material (t) | 88 | 92 | 345 | 303 | 235 |
| Average grade (g/t Au) | 3.74 | 3.41 | 3.77 | 3.24 | 3.19 |
| Gold equivalent ounces: |
| Produced | 9.9 | 9.5 | 36.7 | 30.0 | 24.4 |
| Sold | 9.4 | 9.2 | 36.1 | 29.7 | 24.8 |
| Revenue from gold and silver sales | $ | 14,648 $ | | | | | | 15,738 | $ 60,848 $ 50,704 $ 41,452 |
| Cash costs(1) | $ | 10,742 $ | | | | | | 10,339 | $ 36,845 $ 32,961 $ 34,639 |
| Cash cost per ounce ($/GEO)(1) | $ | 1,137 $ | | | 1,122 | $ 1,020 $ 1,108 $ 1,397 |
| All‑in sustaining costs(1) | $ | 15,169 $ | | | | | | 16,221 | $ 52,912 $ 43,457 $ 40,904 |
| AISC per ounce ($/GEO)(1) | $ | 1,606 $ | | | 1,760 | $ 1,465 $ 1,461 $ 1,650 |
| Silver : gold ratio | 85 : 1 | 77 : 1 | 84 : 1 | 72 : 1 | 86 : 1 |
| (1) | As used here and elsewhere in this report, this is a Non-GAAP financial performance measure. Cash costs for the Company’s |
| 100% owned operations equal Production costs applicable to sales. See “Non-GAAP Financial Performance Measures” beginning |
| on page 70 for additional information. |
| 2022 compared to 2021 |
| The Froome mine produced 9,869 and 36,652 GEOs in Q4/22 and full year 2022, respectively. This represents a 4% |
| change and a 22% increase from the 9,458 and 30,016 GEOs produced in Q4/21 and full year 2021, respectively. We |
| wound down production from the Black Fox mine during 2021 and began production from the Froome mine in Q4/21, |
| which improved the Fox Complex production profile for 2022. |
| Revenue from gold and silver sales was $14.6 million in Q4/22 compared to $15.7 million in Q4/21. The decrease was |
| primarily due to a lower average realized gold price per ounce ($1,674/oz gold in Q4/22 compared with $1,806/oz gold in |
| Q4/21). Revenue from gold and silver sales was $60.8 million for full year 2022 compared to $50.7 million for full year |
| 2021, driven by higher ounces sold and slightly offset by lower realized prices. |
| Production costs applicable to sales were $10.7 million and $37.0 million in Q4/22 and full year 2022, respectively, |
| compared to $10.3 million and $33.0 million in Q4/21 and full year 2021, respectively. Production costs in Q4/22 were |
| consistent with Q4/21. During 2022, we processed 14% more tonnes at lower cost as a result of productivity improvements |
| compared with 2021. |
| Cash cost and AISC per GEO sold were $1,137 and $1,606 in Q4/22, respectively, compared to $1,122 and $1,760 in |
| Q4/21, respectively. Cash cost per GEO sold in Q4/22 was consistent with Q4/21. The decrease in AISC per GEO sold in |
| Q4/22 was primarily due to lower capitalized underground development associated with the mine plan. |
| For full year 2022, cash cost and AISC per GEO sold were $1,020 and $1,465, respectively compared to $1,108 and $1,461 |
| for full year 2021. The decrease in cash cost per GEO sold was driven by mining and mil ing efficiency gains in 2022. |
| AISC was similar year over year. |
| Exploration Activities |
| During 2022, we concentrated on resource delineation and exploration expansion at both our Stock and Grey Fox |
63 |
| properties. The principle aim of the diamond drilling was to enhance the initial PEA for Stock West by identifying |
| additional resources in proximity to the proposed ramp to Stock West. As a result of our exploration results, longer term |
| exploration targets were identified at Stock. |
| During Q4/22, we incurred $3.3 million in exploration expenses at Stock West and Grey Fox, which included 43,232 feet |
| of diamond drilling over 28 holes (25 at the Stock property and 3 at Grey Fox) using 5 surface drill rigs. During full year |
| 2022, we incurred $11.4 million in exploration expenses, completing 181,148 feet of drilling over 139 holes (125 holes at |
| the Stock property and 14 at Grey Fox). We also completed scanning of diamond drill core using a hyperspectral scanning |
| device; a total of 39,370 feet of core was scanned during Q4/22 for both the Stock and Grey Fox properties. All |
| expenditures were considered flow-through expenditures. |
| Encouraging intercepts were drilled at the Fox Complex during Q4/22 including SM22-110, which returned an intercept |
| of 6.5 g/t gold over 34.4 feet true width and is located just southwest of the proposed ramp system to Stock West, and S22- |
| 255W1, which returned 4 g/t gold over 32.8 feet true width and is located approximately 200 feet down plunge of the |
| current Stock West resource. Drilling at Grey Fox successfully identified at least 4 new C-1 oriented vein systems at the |
| Gibson zone. We are optimistic that these vein systems will continue in the southwest direction towards the historic |
| Goldpost ramp which opens nearly 1,640 feet of generally untested ground for additional drilling. | |
| Mexico Segment |
| The Mexico segment includes the El Gallo mine and the related advanced-stage Fenix Project, both located in Sinaloa |
| state. |
| El Gallo mine |
| Activities at the El Gallo mine in 2022 were limited to residual leaching as part of closure and reclamation plans. |
| The following table summarizes certain operating results at the El Gallo mine for the three months ended December 31, |
| 2022 and 2021, and for the years ended December 31, 2022, 2021, and 2020: |
| | | | | | | | | | | | | | | | | Three months ended December 31, | | Year ended December 31, |
| | | 2022 | 2021 | 2022 | | | 2021 | 2020 |
| Operating Results | | (in thousands, unless otherwise indicated) |
| Gold ounces: |
| Produced | | — | 0.5 | 0.8 | | | 3.5 | 8.0 |
| Sold | | — | 0.5 | 0.9 | | | 3.6 | 8.1 |
| Silver ounces: |
| Produced | | — | 2.0 | 0.6 | | | 7.0 | 4.9 |
| Sold | | — | 1.9 | 0.9 | | | 7.8 | 5.0 |
| Gold equivalent ounces: |
| Produced | | — | 0.5 | 0.9 | | | 3.6 | 8.1 |
| Sold | | — | 0.5 | 0.9 | | | 3.7 | 8.1 |
| Revenue from gold and silver sales | $ | | | — $ | 942 | $ 1,643 $ 6,632 $ 14,453 |
| Silver : gold ratio | | 85 : 1 | 77 : 1 | 84 : 1 | | | 72 : 1 | 86 : 1 |
64 |
| Cash costs and All-in-sustaining costs |
| The residual leaching activities of the El Gallo mine ceased in Q3/22, and remaining costs are recognized as general and |
| administrative expenses. |
| 2022 compared to 2021 |
| Production and revenue decreased in Q4/22 and full year 2022 compared to Q4/21 and full year 2021, as we ceased our |
| residual heap leach operation. |
| Advanced-Stage Properties – Fenix Project |
| We announced on December 31, 2020 the results of a feasibility study for the development of our 100%-owned Fenix |
| Project, which includes HLM at the El Gallo mine and the El Gallo Silver deposit. |
| The study envisions a 9.5-year mine life with an after-tax IRR of 28% at a commodity price of using $1,500/oz gold and |
| $17/oz silver, with an estimated initial capital expenditure of $41.6 million for Phase 1 and $24 million for Phase 2. The |
| project implementation is envisioned in two distinct phases: Phase 1 (years 1 to 6) - gold production from heap leach |
| reprocessing, and Phase 2 (years 7 to 10) - silver production from open pit mining. The Fenix Project feasibility study was |
| published on February 16, 2021 and is available on our website and SEDAR (www.sedar.com). |
| Key environmental permits for Phase 1 were received in 2019, including the approval for an in-pit tailings storage facility |
| and process plant construction. |
| An agreement to purchase a second-hand gold processing plant and associated equipment was executed in September 2022 |
| for a purchase price of $2.8 million. This package includes substantially all the major components required for Phase 1 of |
| the anticipated Fenix Project as well as surplus items that can be sold or used at our other operations. This equipment |
| purchase materially reduces the Phase 1 capital investment required which, for the process plant, was $25.3 million out of |
| the $41.6 million total estimate in our Fenix Project feasibility study. |
| Multiple strategic alternatives continue to be evaluated for the project including financing options, lower capital costs, |
| potential base metal evaluation and the possible divestiture of our Mexican business unit. No development decision has |
| been made on the Fenix Project as we evaluate these alternatives. |
65 |
| MSC Segment, Argentina |
| The MSC segment is comprised of a 49% interest in the San José mine, located in Santa Cruz, Argentina. | |
| MSC – Operating Results |
| The following table sets out operating results for the San José mine for the three months ended December 31, 2022 and |
| 2021, and for the years ended December 31, 2022, 2021, and 2020 (on a 100% basis): |
| | | | | | | | | | | | | | | | Three months ended December 31, | | | | | | Year ended December 31, |
| | | 2022 | 2021 | | 2022 | 2021 | | | 2020 |
| Operating Results | | (in thousands, except otherwise indicated) |
| San José Mine—100% basis |
| Mined mineralized material (t) | | 150 | 144 | | 555 | 532 | | | 400 |
| Average grade mined (g/t) |
| Gold | | 5.0 | 5.7 | | 5.0 | 5.4 | | | 5.7 |
| Silver | | 320 | 358 | | 345 | 353 | | | 389 |
| Processed mineralized material (t) | | 153 | 143 | | 507 | 539 | | | 401 |
| Average grade processed (g/t) |
| Gold | | 5.4 | 5.8 | | 5.6 | 5.5 | | | 5.6 |
| Silver | | 332 | 346 | | 369 | 344 | | | 357 |
| Average recovery (%): |
| Gold | 86.3 | | | | 86.9 | 87.0 | 88.1 | | | 89.4 |
| Silver | 87.8 | | | | 87.3 | 88.0 | 88.0 | | | 89.1 |
| Gold ounces: |
| Produced | 22.8 | | | | 23.1 | 78.8 | 83.6 | | | 65.0 |
| Sold | 22.5 | | | | 22.7 | 77.2 | 81.8 | | | 65.3 |
| Silver ounces: |
| Produced | 1,430 | | | | 1,393 | 5,292 | 5,250 | | | 4,108 |
| Sold | 1,435 | | | | 1,392 | 5,303 | 5,229 | | | 4,172 |
| Gold equivalent ounces: |
| Produced | 39.6 | | | | 41.2 | 141.1 | 156.8 | | | 111.2 |
| Sold | 39.3 | | | | 41.5 | 139.5 | 155.3 | | | 112.1 |
| Revenue from gold and silver sales | $ | 77,890 $ | | | | | | | 76,065 | $ 254,698 $ 271,863 $ 219,020 |
| Average realized price: |
| Gold ($/Au oz) | $ | 1,988 $ | | | | 1,869 | $ 1,826 $ 1,760 $ 1,842 |
| Silver ($/Ag oz) | $ | 23.16 $ | | | | 24.12 | $ 21.45 $ 24.45 $ 23.67 |
| Cash costs(1) | $ | 51,963 $ | | | | | | | 70,866 | $ 182,195 $ 196,032 $ 138,182 |
| Cash cost per ounce ($/GEO)(1) | $ | 1,321 $ | | | | 1,708 | $ 1,306 $ 1,262 $ 1,233 |
| All‑in sustaining costs(1) | $ | 66,939 $ | | | | | | | 84,761 | $ 239,146 $ 249,018 $ 169,715 |
| AISC per ounce ($/GEO)(1) | $ | 1,701 $ | | | | 2,043 | $ 1,714 $ 1,603 $ 1,514 |
| Silver : gold ratio | 85 : 1 | | | | 77 : 1 | 84 : 1 | 72 : 1 | | | 89 : 1 |
| (1) | As used here and elsewhere in this report, this is a Non-GAAP financial performance measure. Cash costs for the Company’s |
| 100% owned operations equal Production costs applicable to sales. See “Non-GAAP Financial Performance Measures” beginning |
| on page 70 for additional information. |
| The comparative analysis below compares the operating and financial results of MSC on a 100% basis. |
| 2022 compared to 2021 |
| GEOs produced decreased by 4% in Q4/22 compared to Q4/21, driven by lower gold and silver grades processed as well |
| as lower recoveries. GEOs produced decreased by 10% in full year 2022, compared to full year 2021 primarily as a result |
| of a 6% decrease in processed mineralized material and a 1% decrease in gold recovery. As previously discussed, |
| production at the San José mine was impacted in early 2022 due to COVID-19 impacts and mill availability. |
| Revenue from gold and silver sales increased by 2% in Q4/22 compared to Q4/21 as a result of provisional sales |
| adjustments on concentrate sales contributing to an increased average realized gold price per ounce over the comparative |
66 |
| period. Revenue decreased by 6% in full year 2022 compared to full year 2021, driven by lower GEOs sold in full year |
| 2022 compared to full year 2021. |
| Cash costs per GEO in Q4/22 decreased by 23% compared to Q4/21, driven by $18.9 million lower production costs |
| applicable to sales as a result of costs related to COVID-19 impacts in 2021. Cash costs per GEO in full year 2022 increased |
| by 3% compared to full year 2021 as a result of lower GEOs sold as described above, and partially offset by $13.8 million |
| lower production costs. |
| AISC per GEO in Q4/22 decreased by 17% compared to Q4/21. AISC per GEO for full year 2022 increased by 7% |
| compared to full year 2021. Changes in AISC per GEO resulted largely from the same issues described in changes in cash |
| costs per GEO, discussed above. |
| Investment in MSC | |
| We recognized a gain of $5.3 million in full year 2022 attributable to our 49% share of operations from our investment in |
| MSC, compared to a loss of $7.5 million recognized in full year 2021. MSC recognized higher net income in full year |
| 2022 compared to full year 2021 primarily driven by a decrease in year over year current and deferred tax expenses. |
| MSC Dividend Distribution (49%) |
| We received $0.3 million in dividends from MSC for full year 2022, compared to $9.8 mil ion received during 2021. The |
| decrease in 2022 was predominately related to a significant decrease in metal prices compared to 2021. Additionally, the |
| operation was impacted by COVID-19 and mill availability in Q1 2022 which have since been resolved. |
| McEwen Copper Inc. |
| We own a 68.1% interest in McEwen Copper Inc. (“McEwen Copper”), which owns a 100% interest in the Los Azules |
| copper project in San Juan, Argentina, and the Elder Creek exploration project in Nevada, USA. |
| On August 23, 2021, McEwen Copper successfully closed the first tranche of the proposed $81.9 million private placement |
| (the “Offering”), with a $40.0 million investment by Robert McEwen, Chairman and Chief Owner. A second tranche |
| offering was closed on June 21, 2022, with a $10.0 million investment by the Victor Smorgon Group and $5 million from |
| other investors, for total gross proceeds of $15.0 million. On August 31, 2022, a final tranche of $26.9 million was raised, |
| with an investment by Nuton LLC, a Rio Tinto Venture, completing the Offering. |
| McEwen Copper continues to use the proceeds from the Offering to conduct exploration drilling, complete a new resource |
| model, continue baseline monitoring for environmental permitting, continue community development and relations, and |
| for other technical work partially focused on the publication of an updated PEA and to advance to Feasibility Study (“FS”) |
| level of confidence. As described below, our team is continuing to work on an updated PEA on the Los Azules copper |
| project targeting early Q2/23. |
| On October 21, 2022, McEwen Copper signed an agreement whereby Kennecott Exploration Company (“KEX”), a |
| subsidiary of Rio Tinto, for KEX to earn a 60% interest in the Elder Creek property by investing $18 million over up to |
| seven years (the “Expenditure Commitment”). If and when the Expenditure Commitment is completed, KEX and McEwen |
| Copper will form an unincorporated 60:40 joint venture. |
| Subsequent to December 31, 2022, we announced the closing of an ARS $30.0 billion investment by FCA Argentina S.A., |
| a subsidiary of Stellantis N.V. (“Stellantis”) to acquire shares of McEwen Copper in a two-part transaction that closed on |
| February 24, 2023. The transaction consisted of: 1. Private placement of 2,850,000 common shares, and 2. Purchase of |
| 1,250,000 common shares indirectly owned by McEwen Mining in a secondary sale. The proceeds of the private placement |
| will be used to advance development of the Los Azules copper project in San Juan, Argentina, and for general corporate |
| purposes. After the closing of the Transaction, McEwen Mining was separately compensated for the secondary sale by |
| McEwen Copper in U.S. dollars. Subsequent to the transaction, the Stellantis companies and Nuton both hold |
67 |
| approximately 14.2% of the outstanding shares of McEwen Copper, while McEwen Mining reduced its ownership to |
| 51.9% of the outstanding shares. |
| Los Azules, San Juan, Argentina |
| The Los Azules project is one of the world’s largest undeveloped open-pit copper porphyry deposits and is located in the |
| Province of San Juan, Argentina. The total indicated and inferred resources were estimated at 6.9 and 13.1 billion lbs. of |
| copper, respectively, as defined in our 2017 PEA. Since that time, extensive enterprise optimization work has been |
| completed on potential larger scale, lower cost and lower carbon footprint options compared with the 2017 PEA. |
| McEwen Copper spent $28.2 million dollars in Q4/22 on the activities below: |
| Drilling Program |
| Several drilling contractors were secured for the 2022-2023 drilling season. We began mobilizing drill rigs in September |
| 2022, with six rigs on site by year end and another three in early 2023. Drilling began in the first week of October 2022, |
| when our exploration road reopened subsequent to seasonal closures. |
| The drilling program aims to: |
| 1. Increase drill hole density in an effort to upgrade our copper mineral resource classification and better understand our |
| payback pit design; |
| 2. Provide metallurgical, hydrological and geotechnical data to facilitate mine design; and |
| 3. Test for potential extensions of the resource to the north, south and at depth to determine how much larger the identified |
| deposit could be. |
| Road Construction |
| A new low altitude access road (max. 11,155 feet ASL) was completed in 2022, which has only one high mountain pass |
| and we share part of the road with other mining projects, including El Pachón (Glencore) and Altar (Stillwater-Sibanye |
| and Aldebaran Resources). We expect the new road will be further upgraded and adapted for winter operating conditions. |
| It was successfully used for demobilization and allowed the drilling season to be extended until May 2022. In addition, |
| work is being done on the initial exploration access road, extending road widths, improving berms and primarily working |
| on the switchback both in the Totora as well as the Cabeza de Leon passes to allow the passage of semi-trailer transport. |
| As we advance, this will allow for safer operation and more cost and logistics efficiencies. It is anticipated that the two |
| existing roads to the site will provide almost year-round access to adequately support the current phase of work. |
| Technical Studies |
| Our study teams continued to work on an updated PEA to include all available drill information, assay information and |
| metallurgical testing of core obtained during the 2017, 2018 and 2022 exploration seasons. Work on trade-off studies |
| related to power supply and the potential for renewables, mining methods and processing options, an updated glacier study, |
| and initial geotechnical field of work for the design of the tailing and waste storage facilities were continued during the |
| quarter. Hydro-geological holes have commenced and complement the works on the assessments of historical information |
| and the re-establishment of existing water monitoring locations. |
| Hyperspectral scanning of all available core has been completed for new and historic core. Data from this initiative will |
| ensure a refined and improved geological and resource model. By the end of Q4/22, over 220,000 feet of current and |
| historic drilling has been scanned and processed. Hyperspectral data is expected to be used for geotechnical, metallurgical |
| and resource modelling. |
68 |
| A preliminary optimization study was completed in Q1/22 using existing information and was further refined during the |
| remainder of the year. The study focused on the following objectives: value improvement, scale and capital requirement |
| optimization, reduction in complexity, risk minimization and to enable fast trade-off analysis of environmentally friendly |
| and regenerative solutions. Currently, we are developing a scenario for Los Azules as an open pit mine that initially |
| processes leachable copper content in a heap leach, with a solvent extraction and electrowinning (“SX/EW”) facility to |
| produce LME Grade A copper cathodes for export or consumption in Argentina. This scenario is would greatly reduce |
| capital expenditures as compared to using concentrator technology, and in addition, would be more environmentally |
| friendly due to a lower carbon footprint. The project design makes use of renewable energy, reduces overall complexity |
| while still conceived as a long-life asset with upside opportunity further enhancing the life of mine and financial |
| attractiveness. |
| Metallurgical studies continue, utilizing international certified laboratories as well as additional confirmation work with |
| the Institute of Mining Investigations, part of the engineering faculty of the University of San Juan and our partners from |
| Nuton, the Rio Tinto venture specialized in heap leaching of copper ore. Initial results show promising recoveries and |
| reduced acid consumption for the scenario described above. |
| The preparation of the Exploitation Environmental Impact Report (“EIR”), the basis for environmental permitting in |
| Argentina, has been awarded to Knight Piesold and the drafting of the report is underway and on track for presenting to |
| San Juan authorities by April 2023. |
| COMMITMENTS AND CONTINGENCIES |
| As of December 31, 2022, we have the following consolidated contractual obligations: |
| | | | | Payments due by period |
| | | | 2023 | 2024 | | 2025 | | | 2026 | Thereafter | Total |
| Mining and surface rights | | | | | | | $ | 1,555 | $ | 1,401 | $ | | 607 | $ | | | 600 | $ | 52 | | | $ | 4,215 |
| Exploration - Los Azules | | | 29,428 | — | | — | | | — | — | 29,428 |
| Exploration - Other | | | 13,155 | — | | — | | | — | — | 13,155 |
| Reclamation costs(1) | | | 12,815 | 1,400 | | 1,744 | | | 3,068 | 32,821 | 51,849 |
| Long-term debt | | | 14,712 | 26,833 | | | 16,337 | | — | — | 57,882 |
| Lease obligations | | | 1,572 | 689 | | 272 | | | 147 | — | 2,680 |
| Total | | | | | | | $ | 73,237 $ | 30,324 $ | | | 18,960 $ | | 3,815 $ | 32,873 $ 159,209 |
| (1) Amounts presented represent the undiscounted uninflated future payments. |
| With respect to reclamation cost commitments disclosed above, we have surety bonds outstanding to provide bonding for |
| our obligations in the United States and Canada. These surety bonds are available for draw down in the event we do not |
| perform our reclamation obligations. If the bond is drawn, we would be obligated to reimburse the surety. When the |
| specific reclamation requirements are met, the beneficiary of the surety bonds will cancel and/or return the instrument to |
| the issuing entity. As of December 31, 2022, no additional liability has been recognized for our surety bonds of $39.4 |
| million. |
| Lease obligations disclosed above include long term leases covering office space, exploration expenditures, option |
| payments and option payments on properties. |
69 |
| NON-GAAP FINANCIAL PERFORMANCE MEASURES |
| We have included in this report certain non-GAAP performance measures as detailed below. In the gold mining industry, |
| these are common performance measures but do not have any standardized meaning and are considered non-GAAP |
| measures. We use these measures to evaluate our business on an ongoing basis and believe that, in addition to conventional |
| measures prepared in accordance with GAAP, certain investors use such non-GAAP measures to evaluate our performance |
| and ability to generate cash flow. We also report these measures to provide investors and analysts with useful information |
| about our underlying costs of operations and clarity over our ability to finance operations. Accordingly, they are intended |
| to provide additional information and should not be considered in isolation or as a substitute for measures of performance |
| prepared in accordance with GAAP. There are limitations associated with the use of such non-GAAP measures. We |
| compensate for these limitations by relying primarily on our US GAAP results and using the non-GAAP measures |
| supplementally. |
| The non-GAAP measures are presented for our wholly owned mines and our interest in the San José mine. The GAAP |
| information used for the reconciliation to the non-GAAP measures for our minority interest in the San José mine may be |
| found in Item 8. Financial Statements and Supplementary Data, Note 9, Investment in Minera Santa Cruz S.A. (“MSC”) – |
| San José Mine. The amounts in the reconciliation tables labeled “49% basis” were derived by applying to each financial |
| statement line item the ownership percentage interest used to arrive at our share of net income or loss during the period |
| when applying the equity method of accounting. We do not control the interest in or operations of MSC and the |
| presentations of assets and liabilities and revenues and expenses of MSC do not represent our legal claim to such items. |
| The amount of cash we receive is based upon specific provisions of the Option and Joint Venture Agreement (“OJVA”) |
| and varies depending on factors including the profitability of the operations. |
| The presentation of these measures, including the minority interest in the San José, has limitations as an analytical tool. |
| Some of these limitations include: |
| • | The amounts shown on the individual line items were derived by applying our overall economic ownership |
| | interest percentage determined when applying the equity method of accounting and do not represent our legal |
| | claim to the assets and liabilities, or the revenues and expenses; and |
| • | Other companies in our industry may calculate their cash gross profit, cash costs, cash cost per ounce, all-in |
| | sustaining costs, all-in sustaining cost per ounce, average realized price per ounce, and liquid assets differently |
| | than we do, limiting the usefulness as a comparative measure. |
| Cash Gross Profit |
| Cash gross profit is a non-GAAP financial measure and does not have any standardized meaning. We use cash gross profit |
| to evaluate our operating performance and ability to generate cash flow from mining operations; we disclose cash gross |
| profit or loss as we believe this measure provides valuable assistance to investors and analysts in evaluating our ability to |
| finance our ongoing business and capital activities. The most directly comparable measure prepared in accordance with |
| GAAP is gross profit or loss. Cash gross profit or loss is calculated by adding depletion and depreciation to gross profit or |
| loss. |
70 |
| The following tables present a reconciliation of cash gross profit or loss to the most directly comparable GAAP measure, |
| gross profit or loss: |
| | Year ended December 31, 2022 |
| | | | Total (100% |
Gold Bar | | Fox Complex | El Gallo | owned) |
| | (in thousands) |
| Gross profit (loss) | | | | $ | (311) $ | | 9,039 $ | (9,272) $ | (544) |
| Add: Depreciation and depletion | 4,737 | | 14,964 | — | 19,701 |
| Cash gross profit (loss) | | | | $ | 4,426 $ | | 24,003 $ | (9,272) $ | 19,157 |
| | | | | | | | | | | | | | | | | | | Three months ended December 31, | Year ended December 31, |
2022 | | 2021 | 2022 | 2021 | | 2020 |
| | (in thousands) |
| San José mine cash gross profit (100% basis) |
| Gross profit (loss) | | | | | $ | 15,356 $ | | (6,327) $ | | | | | 40,303 $ | 35,882 $ | 51,029 |
| Add: Depreciation and depletion | 10,571 | | 11,527 | | | | | 32,200 | 39,948 | 29,809 |
| Cash gross profit | | | | | $ | 25,927 $ | | 5,200 $ | | | | | 72,503 $ | 75,830 $ | 80,838 |
| | | | | | Year ended December 31, 2021 |
Gold Bar | | Fox Complex | El Gallo Total (100% owned) |
| | | | | | | (in thousands) |
| Gross (loss) profit | | | | $ | (3,287) $ | | | | | | | 2,447 $ | (5,640) $ | | | (6,480) |
| Add: Depreciation and depletion | 8,502 | | 15,296 | — | | | 23,798 |
| Cash gross (loss) profit | | | | $ | 5,215 $ | | 17,743 $ | (5,640) $ | | | 17,318 |
| | | | | | Year ended December 31, 2020 |
Gold Bar | | Fox Complex | El Gallo Total (100% owned) |
| | | | | | | (in thousands) |
| Gross (loss) profit | | | | $ | (21,366) $ | | (4,070) $ | (1,512) $ | (26,948) |
| Add: Depreciation and depletion | 11,785 | | 10,883 | 242 | 22,910 |
| Cash gross (loss) profit | | | | $ | (9,581) $ | | | | | | | 6,813 $ | (1,270) $ | | | (4,038) |
| Cash Costs and All-In Sustaining Costs |
| The terms cash costs, cash cost per ounce, all-in sustaining costs (“AISC”), and all-in sustaining cost per ounce used in |
| this report are non-GAAP financial measures. We report these measures to provide additional information regarding |
| operational efficiencies on an individual mine basis, and believe these measures provide investors and analysts with useful |
| information about our underlying costs of operations. |
| Cash costs consist of mining, processing, on-site general and administrative expenses, community and permitting costs |
| related to current operations, royalty costs, refining and treatment charges (for both doré and concentrate products), sales |
| costs, export taxes and operational stripping costs, but exclude depreciation and amortization (non-cash items). The sum |
| of these costs is divided by the corresponding gold equivalent ounces sold to determine a per ounce amount. |
| All-in sustaining costs consist of cash costs (as described above), plus accretion of retirement obligations and amortization |
| of the asset retirement costs related to operating sites, environmental rehabilitation costs for mines with no reserves, |
| sustaining exploration and development costs, sustaining capital expenditures and sustaining lease payments. Our all-in |
| sustaining costs exclude the allocation of corporate general and administrative costs. The following is additional |
| information regarding our all-in sustaining costs: |
| • | | | | | | | | Sustaining operating costs represent expenditures incurred at current operations that are considered necessary to |
| | | | | | | | | maintain current annual production at the mine site and include mine development costs and ongoing replacement |
| | | | | | | | | of mine equipment and other capital facilities. Sustaining capital costs do not include costs of expanding the |
71 |
| project that would result in improved productivity of the existing asset, increased existing capacity or extended |
| useful life. |
| • | Sustaining exploration and development costs include expenditures incurred to sustain current operations and to |
| replace reserves and/or resources extracted as part of the ongoing production. Exploration activity performed |
| near-mine (brownfield) or new exploration projects (greenfield) are classified as non-sustaining. |
| | The sum of all-in sustaining costs is divided by the corresponding gold equivalent ounces sold to determine a per ounce |
| | amount. |
| | Costs excluded from cash costs and all-in sustaining costs, in addition to depreciation and depletion, are income and mining |
| | tax expenses, all corporate financing charges, costs related to business combinations, asset acquisitions and asset disposal, |
| | and any items that are deducted for the purpose of normalizing items. |
| | The following tables reconcile these non-GAAP measures to the most directly comparable GAAP measure, production |
| | costs applicable to sales; the El Gallo mine results are excluded from this reconciliation for 2021 and 2020 as the economics |
| | of residual leaching operations are measured by incremental revenue exceeding incremental costs. Residual leaching costs |
| | for the year ended December 31, 2022 were $0.7 million compared to $9.3 million for the year ended in 2021. As a result, |
| | we have ceased using cash cost and all-in sustaining cost per gold equivalent ounce to evaluate the El Gallo mine on an |
| | ongoing basis and have therefore ceased disclosure of such metric: |
| | | | | | | | | | | | | | Three months ended December 31, 2022 | Year ended December 31, 2022 |
| | | | | | Gold Bar Fox Complex | Total | Gold Bar Fox Complex | Total |
| | | | | | (in thousands, except per ounce) | (in thousands, except per ounce) |
| | Production costs applicable to sales - Cash |
| | costs (100% owned) | | | | $ 8,666 $ 10,742 $ | 19,408 $ 43,500 $ 36,845 $ 80,345 |
| Mine site reclamation, accretion and |
| amortization | | | | | 218 | — | | | | | | | 218 | 1,654 | — | 1,654 |
| In‑mine exploration | | | | | 505 | — | | | | | | | 505 | 3,335 | — | 3,335 |
| Capitalized underground mine |
| development (sustaining) | | | | | — | 4,317 | | | 4,317 | — | | | | | | 15,448 | 15,448 |
| Capital expenditures on plant and |
| equipment (sustaining) | | | | | 1,576 | — | | | 1,576 | 3,084 | — | 3,084 |
| Sustaining leases | | | | | 191 | 110 | | | | | | | 301 | 1,754 | 619 | 2,373 |
| | All‑in sustaining costs | | | | $ 11,156 $ 15,169 $ | 26,325 $ 53,327 $ 52,912 $ 106,239 |
| | Ounces sold, including stream (GEO)(1) | | | | 8.0 | 9.4 | | | | | | | 17.4 | 26.8 | 36.1 | | | | 62.9 |
| | Cash cost per ounce ($/GEO sold) | | | | $ 1,083 $ | 1,137 $ | | | 1,112 $ 1,622 $ | | 1,020 $ | 1,276 |
| | AISC per ounce ($/GEO sold) | | | | $ 1,395 $ | 1,606 $ | | | 1,509 $ 1,989 $ | | 1,465 $ | 1,688 |
| | (1) | Total gold equivalent ounces sold for Q4/22 and 2022 is 36,724 and 132,186 respectively and includes gold equivalent ounces sold |
| from 49% interest in MSC and 100% owned operating mines of 17,446 and 62,942, as disclosed above, and 0 and 883 gold |
| equivalent ounces sold from the El Gallo mine for Q4/22 and 2022, respectively. |
72 |
| | | | | | | | | | | | Three months ended December 31, 2021 | Year ended December 31, 2021 |
| | | | Gold Bar Fox Complex | Total Gold Bar Fox Complex | Total |
| | | | (in thousands, except per ounce) | (in thousands, except per ounce) |
| | | | | | Production costs applicable to sales - Cash |
| | | | | | costs (100% owned) | $ 20,615 $ | 10,339 $ 30,954 $ 73,990 $ | | | | | | | 32,961 $ 106,951 |
| | | | | | Mine site reclamation, accretion and |
| | | | | | amortization | 167 | 152 | | | | | 320 | 651 | 906 | 1,557 |
| | | | | | In‑mine exploration | 40 | 436 | | | | | 476 | 921 | 2,248 | 3,168 |
| | | | | | Capitalized underground mine |
| | | | | | development (sustaining) | — | 4,969 | 4,969 | — | 5,771 | 5,771 |
| | | | | | Capital expenditures on plant and |
| | | | | | equipment (sustaining) | 29 | 110 | | | | | 139 | 29 | 836 | | | | | 865 |
| | | | | | Sustaining leases | 435 | 215 | | | | | 650 | 1,279 | 735 | 2,014 |
| | | | | | All‑in sustaining costs | $ 21,286 $ | 16,221 $ 37,507 $ 76,870 $ | | | | | | | 43,456 $ 120,326 |
| | | | | | Ounces sold, including stream (GEO)(1) | 10.1 | 9.2 | | | | | 19.3 | 43.9 | 29.7 | | | | | 73.6 |
| | | | | | Cash cost per ounce ($/GEO sold) | $ 2,038 $ | 1,122 $ 1,601 $ 1,687 $ | | | 1,108 $ 1,453 |
| | | | | | AISC per ounce ($/GEO sold) | $ 2,104 $ | 1,760 $ 1,940 $ 1,753 $ | | | 1,461 $ 1,635 |
| | | | | | | | | | | | | | | | | | | Year ended December 31, 2020 |
| Gold Bar | Fox Complex | Total |
| (in thousands, except ounces and per ounce) |
| | | | | | Production costs applicable to sales - Cash costs (100% owned) | $ | 58,465 $ | 34,639 | $ | 93,104 |
| | | | | | Mine site reclamation, accretion and amortization | 1,223 | 414 | 1,637 |
| | | | | | In‑mine exploration | 1,923 | 1,280 | 3,203 |
| | | | | | Capitalized underground mine development (sustaining) | — | 3,646 | 3,646 |
| | | | | | Capital expenditures on plant and equipment (sustaining) | 4,739 | 601 | 5,340 |
| | | | | | Sustaining leases | 1,922 | 324 | 2,246 |
| | | | | | All‑in sustaining costs | $ | 68,272 $ | 40,904 | $ | 109,176 |
| | | | | | Ounces sold, including stream (GEO) | 27.8 | 24.8 | 52.6 |
| | | | | | Cash cost per ounce ($/GEO sold) | $ | 2,106 $ | 1,397 | $ | 1,772 |
| | | | | | AISC per ounce ($/GEO sold) | $ | 2,459 $ | 1,650 | $ | 2,077 |
| | | | | | | | | | | | | | | Three months ended December 31, | Year ended December 31, |
2022 | 2021 | | | | | | | | 2022 | 2021 | 2020 |
| | | | | | San José mine cash costs (100% basis) | (in thousands, except per ounce) |
| | | | | | Production costs applicable to sales - Cash |
| | | | | | costs | $ | 51,963 $ | 70,866 | | | | $ | 182,195 $ | 196,032 $ 138,182 |
| | | | | | Mine site reclamation, accretion and |
| | | | | | amortization | 111 | 118 | | | | | | | | 400 | 451 | 635 |
| | | | | | Site exploration expenses | 2,158 | 2,715 | | | | | | | | 8,946 | 11,207 | 9,183 |
| | | | | | Capitalized underground mine development |
| | | | | | (sustaining) | 10,201 | 9,509 | | | | 37,959 | 27,548 | 16,782 |
| | | | | | Less: Depreciation | (499) | (647) | | | | (1,990) | (1,971) | (1,184) |
| | | | | | Capital expenditures (sustaining) | 3,006 | 2,199 | | | | 11,636 | 15,751 | 6,117 |
| | | | | | All‑in sustaining costs | $ | 66,939 $ | 84,761 | | | | $ | 239,146 $ | 249,018 $ 169,715 |
| | | | | | Ounces sold (GEO) | 39.3 | 41.5 | | | | | | | | 139.5 | 155.3 | 112.1 |
| | | | | | Cash cost per ounce ($/GEO sold) | $ | 1,321 $ | 1,708 | $ | | | | | | | | 1,306 $ | 1,262 $ | 1,233 |
| | | | | | AISC per ounce ($/GEO sold) | $ | 1,701 $ | 2,043 | | | | $ | | | | 1,714 $ | 1,603 $ | 1,514 |
| | | | | | Average realized prices |
| | | | | | The term average realized price per ounce used in this report is also a non-GAAP financial measure. We prepare this |
| | | | | | measure to evaluate our performance against market (London P.M. Fix). Average realized price is calculated as gross sales |
| | | | | | of gold and silver, less streaming revenue, divided by the number of net ounces sold in the period, less ounces sold under |
| | | | | | the streaming agreement. |
73 |
| The following table reconciles this non-GAAP measure to the most directly comparable U.S. GAAP measure, revenue |
| from gold and silver sales. Ounces of gold and silver sold for the San José mine are provided to us by MSC. |
| | | | | | | | | | | | | Three months ended December 31, | | Year ended December 31, |
2022 | | | | | | 2021 | 2022 | 2021 | | | 2020 |
| Average realized price - 100% owned | | (in thousands, except per ounce) |
| Revenue from gold and silver sales | $ | 28,240 $ | | | 34,966 | | | $ 110,417 $ 136,541 $ 104,789 |
| Less: revenue from gold sales, stream | 512 | | | | | | 413 | 1,748 | 1,309 | 1,194 |
| Revenue from gold and silver sales, excluding |
| stream | $ | 27,728 $ | | | 34,553 | | | $ 108,669 $ 135,232 $ 103,595 |
| Gold equivalent ounces sold | 17.4 | | | | | | 19.9 | 63.8 | 77.3 | | 60.6 |
| Less: gold ounces sold, stream | 0.9 | | | | | | 0.7 | 3.0 | 2.3 | | 2.1 |
| Gold equivalent ounces sold, excluding stream | 16.6 | | | | | | 19.1 | 60.8 | 75.0 | | 58.5 |
| Average realized price per GEO sold, excluding |
| stream | $ | 1,674 $ | | | 1,806 | | | $ | 1,788 $ | 1,803 $ 1,771 |
| | | | | | | | | | | | | Three months ended December 31, | | Year ended December 31, |
2022 | | | | | | 2021 | 2022 | 2021 | | | 2020 |
| Average realized price - San José mine (100% |
| basis) | | (in thousands, except per ounce) |
| Gold sales | $ | 44,648 $ | | | 42,484 | | | $ 140,948 $ 144,024 $ 120,258 |
| Silver sales | 33,242 | | | 33,581 | | | | | 113,750 | 127,839 | 98,762 |
| Gold and silver sales | $ | 77,890 $ | | | 76,065 | | | $ 254,698 $ 271,863 $ 219,020 |
| Gold ounces sold | 22.5 | | | | | | 22.7 | 77.2 | 81.8 | | 65.3 |
| Silver ounces sold | 1,435 | | | 1,392 | 5,303 | 5,229 | 4,172 |
| Gold equivalent ounces sold | 39.3 | | | | | | 41.5 | 139.5 | 155.3 | 112.1 |
| Average realized price per gold ounce sold | $ | 1,988 $ | | | 1,869 | | | $ | 1,826 $ | 1,760 $ 1,842 |
| Average realized price per silver ounce sold | $ | 23.2 $ | | | 24.12 | | | $ | 21.5 $ | 24.45 $ 23.67 |
| Average realized price per gold equivalent ounce |
| sold | $ | 1,980 $ | | | 1,834 | | | $ | 1,826 $ | 1,750 $ 1,954 |
| Liquid assets |
| The term liquid assets used in this report is also a non-GAAP financial measure. We report this measure to better |
| understand our liquidity in each reporting period. |
| Liquid assets are calculated as the sum of the Balance Sheet line items of cash and cash equivalents, restricted cash and |
| investments, plus ounces of doré held in precious metals inventories valued at the London PM Fix spot price at the |
| corresponding period. The following table summarizes the calculation of liquid assets as of December 31, 2022 and 2021: |
| | | | | | | | December 31, |
| | | | 2022 | | | 2021 |
| | | | (in thousands) |
| Cash and cash equivalents | | | $ | 39,782 $ | 54,287 |
| Restricted cash | | | 3,797 | 6,347 |
| Investments | | | 1,295 | 1,806 |
| Precious metals valued at market value (1)(2) | | | 1,982 | 1,018 |
| Total liquid assets | | | $ | 46,856 $ | 63,458 |
| (1) | As of December 31, 2022 and 2021 we held 1,100 and 560 gold equivalent ounces in inventory, valued at $1,800 and $1,799 per |
| ounce, respectively, net of our streaming agreement. |
| (2) | Precious metals valued at cost on December 31, 2022 and 2021 equals $2,119 and $1,819 respectively. | | | |
74 |
| | | | | CRITICAL ACCOUNTING ESTIMATES AND ACCOUNTING DEVELOPMENTS |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated |
| financial statements, which have been prepared in conformity with US GAAP. The preparation of these statements requires |
| that we make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. We |
| base these estimates on historical experience and on assumptions that we consider reasonable under the circumstances; |
| however, reported results could differ from those based on the current estimates under different assumptions or conditions. |
| The summary of our significant accounting policies is detailed in Note 2 of the Consolidated Financial Statements. |
| We believe that significant areas requiring the use of management estimates and assumptions relate to environmental |
| reclamation and closure obligations; asset useful lives utilized for depletion, depreciation, amortization and accretion |
| calculations; the fair value of equity investments and asset groups used in impairment testing; recoverable gold in leach |
| pad inventory; current and long-term inventory and mine development capitalization costs; the collectability of value |
| added taxes receivable; fair values of assets and liabilities acquired in business combinations; reserves; valuation |
| allowances for deferred tax assets; income and mining tax provisions and reserves for contingencies and litigation. There |
| are other items within our financial statements that require estimation but are not deemed to be critical. However, changes |
| in estimates used in these and other items could have a material impact on our financial statements. In the section below |
| we identify estimates critical to the understanding of our financial condition and results of operations and that require the |
| application of significant management judgment. |
| Asset Retirement Obligation, Reclamation and Remediation Costs: The Company records the fair value of a liability |
| for an asset retirement obligation (“ARO”) in the period that it is incurred if a reasonable estimate of fair value can be |
| made. The Company prepares estimates of the timing and amounts of expected cash flows when an ARO is incurred, |
| which are updated to reflect changes in facts and circumstances. Estimation of the fair value of AROs requires significant |
| judgment, including amount of cash flows, timing of reclamation, inflation rate and credit risk. Accrued reclamation and |
| closure costs can represent a significant and variable liability on our balance sheet. The company has estimated its liabilities |
| under appropriate accounting guidance and reviews its liabilities on at least an annual basis. However, the ranges of liability |
| could exceed the liabilities recognized. If substantial damages were awarded, claims were settled, or remediation costs |
| were incurred in excess of our accruals, our financial results or condition could be material y adversely affected. |
| Mineral Property Interests, Plant and Equipment and Mine Development Costs: The Company amortizes its mineral |
| property interests, plant and equipment, and mine development costs using the most appropriate method, which includes |
| the units-of-production method over the estimated life of the mine or ore body based on recoverable ounces to be mined |
| from proven and probable reserves, or the straight-line method over the useful life. The accounting estimates related to |
| amortization are critical accounting estimates because (1) the determination of reserves involves uncertainties with respect |
| to the ultimate geology of its reserves and the assumptions used in determining the economic feasibility of mining those |
| reserves and (2) changes in estimated proven and probable reserves and asset useful lives can have a material impact on |
| net (loss) income. | | |
| Estimates regarding mine development capitalization costs involve the determination of proven and probable reserves. |
| Impairment of Long-lived Assets: The Company reviews and evaluates its long-lived assets for impairment when events |
| or changes in circumstances indicate that the related carrying amounts may not be recoverable. Once it is determined that |
| impairment exists, an impairment loss is measured as the amount by which the asset carrying value exceeds its fair value. |
| For asset groups where an impairment loss is determined using the discounted future net cash flows method or discounted |
| future net cash flows method, future cash flows are estimated based on quantities of recoverable mineralized material, |
| expected gold and silver prices (considering current and historical prices, trends and related factors), production levels, |
| operating costs, capital requirements and reclamation costs, all based on life-of-mine plans. The term “recoverable |
| mineralized material” refers to the estimated amount of gold or other commodities that will be obtained after considering |
| losses during processing and treatment. The Company’s estimates of future cash flows are based on numerous assumptions |
| and uncertainties. It is possible that actual future cash flows will be significantly different than the estimates, as actual |
| future quantities of recoverable minerals, gold, silver and other commodity prices, production levels and costs of capital |
| are each subject to significant risks and uncertainties. |
75 |
| Stockpiles, Material on Leach Pads, In-process Inventory, Precious Metals Inventory and Materials and Supplies: |
| Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, an estimate of the |
| contained metals (based on assay data) and the estimated metallurgical recovery rates. Costs are allocated to stockpiles |
| based on current mining costs incurred including applicable overhead relating to mining operations. |
| Costs are attributed to the mineralized material on leach pads based on current mining costs incurred up to the point of |
| placing the ore on the pad. Costs are removed from the leach pad inventory based on the average cost per estimated |
| recoverable ounce of gold on the leach pad as the gold is recovered. The estimates of recoverable gold on the leach pads |
| are calculated from the quantities of mineralized material placed on the leach pads (measured tonnes added to the leach |
| pads), the grade of mineralized material placed on the leach pads (based on assay data) and a recovery percentage. |
| Although the quantities of recoverable gold placed on the leach pads are reconciled by comparing the grades of ore placed |
| on the pads to the quantities of gold recovered (metallurgical balancing), the nature of the leaching process inherently |
| limits the ability to precisely monitor inventory levels. As a result, the metallurgical balancing process is constantly |
| monitored, and the engineering estimates are refined based on actual results over time. |
| In-process material is measured based on assays of the material from the various stages of processing. Costs are allocated |
| to in-process inventories based on the costs of the material fed into the process attributable to the source material coming |
| from the mines, stockpiles and/or leach pads plus the in-process conversion costs incurred to that point in the process. |
| Costs are allocated to precious metal inventories based on costs of the respective in-process inventories incurred prior to |
| the refining process plus applicable refining costs. |
| The assumptions used by the Company to measure metal content during each stage of the inventory conversion process |
| includes estimated recovery rates based on laboratory testing and assaying. The Company periodically reviews its |
| estimates compared to actual experience and revises its estimates when appropriate. The ultimate recovery will not be |
| known until leaching operations cease. |
| Proven and Probable Reserves: Critical estimates are inherent in the process of determining the Company’s reserves. |
| The Company’s reserves are affected largely by our assessment of future metals prices, as well as by engineering and |
| geological estimates of ore grade, accessibility and production cost. The Company’s assessment of reserves occurs at least |
| annually, and periodically utilizes external audits. |
| Reserve estimates are used in determining appropriate rates of units-of-production depreciation, with net book value of |
| many assets depreciated over remaining estimated reserves. Reserves are also a key component in forecasts, with which |
| the Company compares future cash flows to current asset values to ensure that carrying values are reported appropriately. |
| The Company’s forecasts are also used in determining the level of valuation allowances on the Company’s deferred tax |
| assets. Reserves also play a key role in the valuation of certain assets in the determination of the purchase price allocations |
| for acquisitions. Reserves involve many estimates and are not guarantees that the Company will recover the indicated |
| quantities of metals. Changes in the estimates could result in material adjustments to the Company’s reserves and asset |
| values. |
| Income and Mining Taxes: The Company accounts for income and mining taxes under ASC 740 using the liability |
| method, recognizing certain temporary differences between the financial reporting basis of liabilities and assets and the |
| related tax basis for such liabilities and assets. This method generates either a net deferred income and mining tax liability |
| or asset for the Company, as measured by the statutory tax rates in effect. The Company derives the deferred income and |
| mining tax charge or benefit by recording the change in either the net deferred income and mining tax liability or asset |
| balance for the year. The Company records a valuation allowance against any portion of those deferred income and mining |
| tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or al |
| the deferred income and mining tax asset will not be realized. |
76 |
| FORWARD-LOOKING STATEMENTS |
| This report contains or incorporates by reference “forward-looking statements”, as that term is used in federal securities |
| laws, about our financial condition, results of operations and business. These statements include, among others: |
| • | statements about our anticipated exploration results, cost and feasibility of production, production estimates, |
| | receipt of permits or other regulatory or government approvals and plans for the development of our properties; |
| • | statements regarding the potential impacts of the COVID-19 pandemic, government responses to the continuing |
| | pandemic, and our response to those issues; |
| • | statements regarding strategic alternatives that we are, or may in the future, evaluate in connection with our |
| | business; |
| • | statements concerning the benefits or outcomes that we expect will result from our business activities and certain |
| | transactions that we contemplate or have completed, such as receipt of proceeds, increased revenues, decreased |
| | expenses and avoided expenses and expenditures; |
| • | statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters |
| | that are not historical facts. |
| These statements may be made expressly in this document or may be incorporated by reference to other documents that |
| we will file with the SEC. Many of these statements can be found by looking for words such as “believes”, “expects”, |
| “anticipates”, “estimates” or similar expressions used in this report or incorporated by reference in this report. |
| Forward-looking statements and information are based upon several estimates and assumptions that, while considered |
| reasonable by management, they are inherently subject to significant business, economic and competitive uncertainties, |
| risks and contingencies, and there can be no assurance that such statements and information will prove to be accurate. |
| Therefore, actual results and future events could differ materially from those anticipated in such statements and |
| information. |
| Included among the forward-looking statements and information that we may provide is production guidance. From time |
| to time the Company provides guidance on operations, based on stand-alone budgets for each operating mine. In |
| developing the mine production portion of the budget, we evaluate several factors and assumptions, which include, but are |
| not limited to: |
| | • | gold and silver price forecasts. |
| | • | average gold and silver grade mined, using a resource model. |
| | • | average grade processed by the crushing facility (Gold Bar) or milling facility (San José mine and Fox |
| | Complex). |
| | • | expected tonnes moved and strip ratios. |
| | • | available stockpile material (grades, tonnes, and accessibility). |
| | • | estimates of in process inventory (either on the leach pad or plant for the El Gallo mine and Gold Bar, or in |
| | the mill facility for the San José mine and the Black Fox mine). |
| | • | estimated leach recovery rates and leach cycle times (the El Gallo mine and Gold Bar). |
| | • | estimated mill recovery rates (San José mine and Fox Complex). |
77 |
| • | dilution of material processed. |
| • | internal and contractor equipment and labor availability. |
| • | seasonal weather patterns. |
| | Actual production results are sensitive to variances in any of the key factors and assumptions noted above. As a result, we |
| | frequently evaluate and reconcile actual results to budgeted results to determine if key assumptions and estimates require |
| | modification. Any changes will, in turn, influence production guidance. |
| | We caution you not to put undue reliance on these forward-looking statements, which speak only as of the date of this |
| | report. Further, the information contained in this document or incorporated herein by reference is a statement of our present |
| | intention and is based on present facts and assumptions, and may change at any time and without notice, based on changes |
| | in such facts or assumptions. Readers should not place undue reliance on forward-looking statements. |
| | RISK FACTORS IMPACTING FORWARD-LOOKING STATEMENTS |
| | The important factors that could prevent us from achieving our stated goals and objectives include, but are not limited to, |
| | those set forth in other “Risk Factors” section in this report and the following: |
| • | our ability to raise funds required for the execution of our business strategy; |
| • | the effects of pandemics such as COVID-19 on health in our operating jurisdictions and the worldwide, |
| national, state and local responses to such pandemics, and direct and indirect effects of Covid-19 or other |
| pandemics on our business plans and operations; |
| • | our ability to secure permits or other regulatory and government approvals needed to operate, develop or |
| explore our mineral properties and projects; |
| • | our ability to maintain an on-going listing of our common stock on the New York Stock Exchange or another |
| national securities exchange in the U.S; |
| • | decisions of foreign countries, banks and courts within those countries.; |
| • | national and international geopolitical events and conflicts, and unexpected changes in business, economic, |
| and political conditions; |
| • | operating results of MSC; |
| • | fluctuations in interest rates, inflation rates, currency exchange rates, or commodity prices; |
| • | timing and amount of mine production; |
| • | our ability to retain and attract key personnel; |
| • | technological changes in the mining industry; |
| • | changes in operating, exploration or overhead costs; |
| • | access and availability of materials, equipment, supplies, labor and supervision, power and water; |
| • | results of current and future exploration activities; |
78 |
| • | results of pending and future feasibility studies or the expansion or commencement of mining operations |
| without feasibility studies having been completed; |
| • | changes in our business strategy; |
| • | interpretation of drill hole results and the geology, grade and continuity of mineralization; |
| • | the uncertainty of reserve estimates and timing of development expenditures; |
| • | litigation or regulatory investigations and procedures affecting us; |
| • | changes in federal, state, provincial and local laws and regulations; |
| • | local and community impacts and issues including criminal activity and violent crimes; |
| • | accidents, public health issues, and labor disputes; |
| • | our continued listing on a public exchange; |
| • | uncertainty relating to title to mineral properties; |
| • | changes in relationships with the local communities in the areas in which we operate; |
| • | changes in environmental laws and requirements in the jurisdictions in which we operate; |
| • | decisions by third parties over which we have no control. |
| | We undertake no responsibility or obligation to update publicly these forward-looking statements, except as required by |
| | law and we may update these statements in the future in written or oral statements. Investors should take note of any |
| | future statements made by or on our behalf. |
| | ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK |
| | Our exposure to market risks includes, but is not limited to, the following risks: changes in foreign currency exchange |
| | rates, equity price risks, commodity price fluctuations, credit risk and inflationary risk. We do not use derivative financial |
| | instruments as part of an overall strategy to manage market risk. |
| | Further, our participation in the joint venture with Hochschild for the 49% interest held at MSC creates additional risks |
| | because, among other things, we do not exercise decision-making power over the day-to-day activities at MSC; however, |
| | implications from our partner’s decisions may result in us having to provide additional funding to MSC or in a decrease |
| | in our percentage of ownership. |
| | Foreign Currency Risk |
| | In general, the devaluation of non-U.S. dollar currencies with respect to the U.S. dollar has a positive effect on our costs |
| | and liabilities which are incurred outside the U.S. while it has a negative effect on our assets denominated in non-U.S. |
| | dollar currency. Although we transact most of our business in U.S. dollars, some expenses, labor, operating supplies and |
| | property and equipment are denominated in Canadian dollars, Mexican pesos or Argentine pesos. |
| | Since 2008, the Argentine peso has been steadily devaluing against the U.S. dollar by 10% to 53% on an annual basis. As |
| | noted in the graph below, during 2022 the Argentine peso devalued 41% compared to devaluations of 18% and 29% in |
| | 2021 and 2020 respectively. During 2022, the Mexican peso appreciated 12% against the US dollar, compared to a |
| | devaluation of 3% and 5% in 2021 and 2020 respectively. |
79 |
| During 2022, the Canadian dollar devalued by 6% against the U.S. dollar, compared to a devaluation of 0.4% in 2021 and |
| an increase in value of 2% in 2020. |
| The following chart illustrates changes in the value of these currencies compared to the U.S. dollar in the twelve months |
| ended December 31, 2022: |
| The value of cash and cash equivalents denominated in foreign currencies also fluctuates with changes in currency |
| exchange rates. Appreciation of non-U.S. dollar currencies results in a foreign currency gain on such investments and a |
| depreciation in non-U.S. dollar currencies results in a loss. We have not utilized material market risk-sensitive instruments |
| to manage our exposure to foreign currency exchange rates but may do so in the future. We hold minor portions of our |
| cash reserves in non-U.S. dollar currencies. |
| Based on our Canadian cash balance of $1.00 million (C$1.37 million) at December 31, 2022, a 1% change in the Canadian |
| dollar would result in a gain/loss of $0.01 million in the Consolidated Statements of Operations and Comprehensive (Loss) |
| Income. Based on our Argentine peso balance of $2.14 million (ARG$379.77 million) at December 31, 2022, a 1% change |
| in the Argentine peso would result in a gain/loss of $0.02 million in the Consolidated Statements of Operations and |
| Comprehensive (Loss) Income. We also hold negligible portions of our cash reserves in Mexican pesos, with effect of a |
| 1% change in this currency resulting in gains/losses immaterial for disclosure purposes. |
| Further, we are also subject to foreign currency risk on the fluctuation of the Mexican peso on our VAT receivable balance. |
| As of December 31, 2022, our VAT receivable balance was MEX$19.95 million, equivalent to approximately $0.6 million, |
| for which a 1% change in the Mexican peso would have resulted in a gain/loss of less than $0.01 million in the |
| Consolidated Statements of Operations and Comprehensive (Loss) Income. |
| MSC holds a portion of its local cash balances in Argentine pesos and is therefore exposed to the effects of this continued |
| devaluation and also the risk that there may be a sudden severe devaluation of the Argentine peso. A severe devaluation |
| could result in material foreign exchange losses as reported in U.S. dollars. |
80 |
| Equity Price Risk |
| We have in the past sought and will likely in the future seek to acquire additional funding by sale of common stock or |
| other equity securities. Movements in the price of our common stock have been volatile in the past and may also be volatile |
| in the future. As a result, there is a risk that we may not be able to sell equity securities at an acceptable price to meet |
| future funding requirements. |
| We have invested and may continue to invest in shares of common stock of other entities in the mining sector. Some of |
| our investments may be highly volatile and lack liquidity caused by lower trading volumes. As a result, we are inherently |
| exposed to fluctuations in the fair value of our investments, which may result in gains or losses upon their valuation. |
| Commodity Price Risk |
| We produce and sell gold and silver, therefore changes in the market price of gold and silver could significantly affect our |
| results of operations and cash flows in the future. Change in the price of gold and silver could materially affect our |
| revenues. Based on our revenues from gold and silver sales of $110.4 million for the year ended December 31, 2022, with |
| all other variables held constant, a 10% change in the price of gold and silver would have had resulted in an additional |
| income or loss before income and mining taxes of approximately $11.0 million. Changes in the price of gold and silver |
| can also affect the provisionally priced sales that we make under agreements with refiners and other purchasers of our |
| products. At December 31, 2022, we had no gold or silver sales subject to final pricing. Decreases in the market price of |
| gold or silver can also significantly affect the value of our product inventory, stockpiles and leach pads, and it may be |
| necessary to record a write-down to net realizable value. |
| We have in the past and may in the future hold a portion of our treasury in gold and silver bullion, where the value is |
| recorded at the lower of cost or market. Gold and silver prices may affect the value of any bullion that we hold in treasury. |
| We do not hedge any of our sales and are therefore subject to all changes in commodity prices. |
| Credit Risk |
| We may be exposed to credit loss through our precious metals and doré sales agreements with Canadian and American |
| financial institutions and refineries, should these customers be unable to make payment in accordance with the terms of |
| the agreements. However, based on the history and financial condition of our counterparties, we do not anticipate any of |
| the financial institutions or refineries to default on their obligation. As of December 31, 2022, we do not believe we have |
| any significant credit exposure associated with precious metals and our doré sales agreements | . |
| In Mexico, we are exposed to credit loss regarding our VAT taxes receivable if the Mexican tax authorities are unable or |
| unwilling to make payments in accordance with our monthly filings. Timing of collection on VAT receivables is uncertain |
| as VAT refund procedures require a significant amount of information and follow-up. The risk is mitigated to the extent |
| that the VAT receivable balance can be applied against future income taxes payable. However, at this time we are uncertain |
| when, if ever, our Mexican operations will generate sufficient taxable operating profits to offset this receivable against |
| taxes payable. We continue to face risk on the collection of our VAT receivables, which amount to $0.6 million as at |
| December 31, 2022. |
| In Nevada and Ontario, Canada we are required to provide security to cover our projected reclamation costs. As at |
| December 31, 2022, we have surety bonds of $39.4 million in place to satisfy bonding requirements for this purpose. The |
| bonds have an annual fee of 2.3% of their value and require a deposit of 11% of the amount of the bond. Although we do |
| not believe we have any significant credit exposure associated with these bonds, we are exposed to the risk that the surety |
| bonds may no longer be accepted by the governmental agencies as satisfactory reclamation coverage, in which case we |
| would be required to replace the surety bonding with cash. |
81 |
| MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING |
| | Management of the Company is responsible for establishing and maintaining adequate internal control over financial |
| | reporting. The Securities Exchange Act of 1934 defines internal control over financial reporting in Rule 13a-15(f) and |
| | 15d-15(f) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial |
| | officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable |
| | assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes |
| | in accordance with generally accepted accounting principles and includes those policies and procedures that: |
| • | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions |
| and dispositions of the assets of the Company; |
| • | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial |
| statements in accordance with generally accepted accounting principles, and that receipts and expenditures |
| of the Company are being made only in accordance with authorizations of management and the board of |
| directors of the Company; and |
| • | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or |
| disposition of the Company’s assets that could have a material effect on the consolidated financial statements. |
| | Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, |
| | projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate |
| | because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. |
| | The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of |
| | December 31, 2022. In making this assessment, the Company’s management used the criteria set forth by the Committee |
| | of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). |
| | Based upon its assessment, management concluded that, as of December 31, 2022, the Company’s internal control over |
| | financial reporting was effective based upon those criteria. |
| | Ernst & Young LLP, an independent registered public accounting firm, has audited the effectiveness of the Company’s |
| | internal control over financial reporting as of December 31, 2022. |
84 |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
| | To the Shareholders and the Board of Directors of McEwen Mining Inc. |
| | Opinion on the consolidated financial statements |
| | We have audited the accompanying consolidated balance sheets of | McEwen Mining Inc. [the “Company”] as of |
| | December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive (loss), changes in |
| | shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related |
| | notes [collectively referred to as the “consolidated financial statements”]. In our opinion, the consolidated financial |
| | statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and |
| | 2021, and its results of operations and its consolidated cash flows for each of the three years in the period ended December |
| | 31, 2022, in conformity with U.S. generally accepted accounting principles. |
| | We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United |
| | States) [the “PCAOB”], the Company’s internal control over financial reporting as of December 31, 2022, based on the |
| | criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of |
| | the Treadway Commission (2013 framework), and our report dated March 13, 2023 expressed an unqualified opinion |
| | thereon. |
| | Basis for opinion |
| | These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to |
| | express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting |
| | firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the |
| | U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the |
| | PCAOB. |
| | We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and |
| | perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material |
| | misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material |
| | misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that |
| | respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and |
| | disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used |
| | and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial |
| | statements. We believe that our audits provide a reasonable basis for our opinion. |
| | Critical audit matters |
| | The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial |
| | statements that was communicated or required to be communicated to the audit committee and that: [1] relates to accounts |
| | or disclosures that are material to the financial statements; and [2] involved our especially challenging, subjective or |
| | complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the |
85 |
| consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, |
| providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. |
| | | Valuation of Inventory at the Gold Bar mine |
| Description of the | On December 31, 2022, the carrying value of the Company’s inventory was $34.2 million, |
| Matter | of which $7.6 million was for the leach pad inventory at the Gold Bar mine in Nevada, |
| | USA. As discussed in Note 2 to the consolidated financial statements, inventory is valued |
| | at the lower of cost and net realizable value. The net realizable value of the inventory is |
| | calculated based on the estimated amount of recoverable gold on the leach pads. The |
| | significant assumption used by management in the valuation of the leach pad inventory is |
| | the life of mine recovery rate, which is a subjective and complex estimate. |
| | Auditing management’s estimate of the expected amount of gold to be recovered was complex due |
| | to the subjective nature of the assumption used in the calculation. The estimates of recoverable gold |
| | on the leach pads are calculated from the quantities of mineralized material placed on the leach pads, |
| | the grade of mineralized material placed on the leach pads and a recovery rate. This significant |
| | assumption is subjected to high estimation uncertainty and required a high degree of auditor |
| | judgment given it could be affected by future economic and market conditions. |
| How We | We obtained an understanding, evaluated the design and tested the operating effectiveness |
| Addressed the | of controls over the quantities of material placed on the pad, the grade determination, the |
| Matter in Our | recovery rate, and the calibration process to assess whether the recovery rate is appropriate. |
| Audit |
| | Our substantive audit procedures included, among others, evaluating the reasonableness of |
| | the above-noted significant assumption used in the recoverable gold calculation. As each |
| | of the key inputs were determined by management’s specialist, we also assessed the |
| | competence and objectivity of management’s specialist by evaluating their professional |
| | qualifications, experience, and their use of accepted industry practices. In addition, we |
| | evaluated the methodologies used by management’s specialist by understanding the life of |
| | mine plan for ore to be placed on the pad, timing of the leaching cycle and the grade |
| | determination. We also involved our internal mining specialist to assess the appropriateness |
| | of the Gold Bar mine’s gold recovery model and performed a sensitivity analysis to assess |
| | the impact of the recovery rate on the ending inventory balance. We reperformed |
| | management’s calculation of the leach pad inventory value to verify mathematical |
| | accuracy. |
| | We assessed the adequacy of the Company’s disclosure in Note 2 to the consolidated financial |
| | statements. |
| /s/ Ernst & Young LLP |
| Chartered Professional Accountants |
| Licensed Public Accountants |
| We have served as the Company's auditor since 2016. |
| Toronto, Canada |
| March 13, 2023 |
86 |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
| | To the Shareholders and the Board of Directors of McEwen Mining Inc. |
| | Opinion on internal control over financial reporting |
| | We have audited | McEwen Mining Inc.’s internal control over financial reporting as of December 31, 2022, based on criteria |
| | established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway |
| | Commission (2013 framework) [the “COSO criteria”]. In our opinion, | McEwen Mining Inc. [the “Company”] maintained, in |
| | all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria. |
| | We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) [the |
| | “PCAOB”], the consolidated balance sheets of the Company as of December 31, 2022 and 2021, and the related consolidated |
| | statements of operations and comprehensive (loss), changes in shareholders’ equity and cash flows for each of the three years in |
| | the period ended December 31, 2022, and the related notes and our report dated March 13, 2023 expressed an unqualified opinion |
| | thereon. |
| | Basis for opinion |
| | The Company’s management is responsible for maintaining effective internal control over financial reporting and for its |
| | assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report |
| | on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over |
| | financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be |
| | independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and |
| | regulations of the Securities and Exchange Commission and the PCAOB. |
| | We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the |
| | audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all |
| | material respects. |
| | Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material |
| | weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and |
| | performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a |
| | reasonable basis for our opinion. |
| | Definition and limitations of internal control over financial reporting |
| | A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the |
| | reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally |
| | accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that |
| | [1] pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions |
| | of the assets of the company; [2] provide reasonable assurance that transactions are recorded as necessary to permit preparation |
| | of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the |
| | company are being made only in accordance with authorizations of management and directors of the company; and [3] provide |
| | reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s |
| | assets that could have a material effect on the financial statements. |
| | Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, |
| | projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate |
| | because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. |
| | /s/ Ernst & Young LLP |
| | Chartered Professional Accountants |
| | Licensed Public Accountants |
| | Toronto, Canada |
| | March 13, 2023 |
88 |
| MCEWEN MINING INC. |
| | CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) |
| | | FOR THE YEARS ENDED DECEMBER 31, |
| | | (in thousands of U.S. dollars, except per share amounts) |
| | | | 2022 | 2021 | 2020 |
| | | | | | | Revenue from gold and silver sales | | $ | 110,417 $ | 136,541 $ 104,789 |
| | | | | | | Production costs applicable to sales | (91,260) | (119,223) (108,827) |
| | | | | | | Depreciation and depletion | (19,701) | (23,798) | (22,910) |
| | | | | | | Gross loss | (544) | (6,480) | (26,948) |
| | | | | | | OTHER OPERATING INCOME (EXPENSES): |
| | | | | | | Advanced projects - Los Azules | (61,148) | (5,019) | — |
| | | | | | | Advanced projects - Other | (5,580) | (7,420) | (11,681) |
| | | | | | | Exploration | (14,973) | (22,604) | (15,861) |
| | | | | | | General and administrative | (11,890) | (11,435) | (9,201) |
| | | | | | | Gain (loss) from investment in Minera Santa Cruz S.A. (Note 9) | 2,776 | (7,533) | (1,517) |
| | | | | | | Depreciation | (733) | (339) | (405) |
| | | | | | | Reclamation and remediation (Note 12) | (3,345) | (3,450) | (1,788) |
| | | | | | | Impairment loss on mineral property interests and plant and equipment | — | — | (83,805) |
| | | | | | | Other operating | — | — | (1,968) |
| | | | (94,893) | (57,800) (126,226) |
| | | | | | | Operating loss | (95,437) | (64,280) (153,174) |
| | | | | | | OTHER INCOME (EXPENSE): |
| | | | | | | Interest and other finance expenses, net | (7,789) | (6,200) | (7,434) |
| | | | | | | Other income (Note 4) | 22,938 | 6,281 | 6,893 |
| | | | | | | Total other income (expense) | 15,149 | 81 | (541) |
| | | | | | | Loss before income and mining taxes | (80,288) | (64,199) (153,715) |
| | | | | | | Income and mining tax (expense) recovery (Note 19) | (5,806) | 7,315 | 1,390 |
| | | | | | | Net loss after income and mining taxes | (86,094) | (56,884) (152,325) |
| | | | | | | Net loss attributable to non-controlling interests (Note 20) | 5,019 | 172 | — |
| | | | | | | Net loss and comprehensive loss attributable to McEwen shareholders | | $ | (81,075) $ | (56,712) $ (152,325) |
| | | | | | | Net loss per share (Note 14): |
| | | | | | | Basic and diluted | | $ | (1.71) $ | (1.25) $ | (3.78) |
| | | | | | | Weighted average common shares outstanding (thousands) (Note 13): |
| | | | | | | Basic and diluted | 47,427 | 45,490 | 40,346 |
| | The accompanying notes are an integral part of these consolidated financial statements. |
89 |
| MCEWEN MINING INC. |
| | CONSOLIDATED BALANCE SHEETS |
| AS AT DECEMBER 31, |
| (in thousands of U.S. dollars) |
| | | December 31, | December 31, |
| | | 2022 | 2021 |
| | | | | ASSETS |
| | | | | Current assets: |
| | | | | Cash and cash equivalents (Note 18) | $ | 39,782 $ | 54,287 |
| | | | | Restricted cash (Note 18) | — | 2,550 |
| | | | | Investments (Note 5) | 1,295 | 1,806 |
| | | | | Receivables, prepaids and other assets (Note 6) | 8,840 | 10,591 |
| | | | | Inventories (Note 7) | 31,735 | 15,792 |
| | | | | Total current assets | 81,652 | 85,026 |
| | | | | Mineral property interests and plant and equipment, net (Note 8) | 346,281 | 342,303 |
| | | | | Investment in Minera Santa Cruz S.A. (Note 9) | 93,451 | 90,961 |
| | | | | Inventories (Note 7) | 2,432 | 2,543 |
| | | | | Restricted cash (Note 18) | 3,797 | 3,797 |
| | | | | Other assets | 1,106 | 711 |
| | | | | TOTAL ASSETS | $ | 528,719 $ | 525,341 |
| | | | | LIABILITIES & SHAREHOLDERS’ EQUITY |
| | | | | Current liabilities: |
| | | | | Accounts payable and accrued liabilities | $ | 42,521 $ | 39,615 |
| | | | | Contract liability (Note 17) | 6,155 | — |
| | | | | Flow-through share premium (Note 13) | 4,056 | 1,572 |
| | | | | Debt, current portion (Note 11) | 10,000 | | | | — |
| | | | | Lease liabilities (Note 10) | 1,215 | 2,901 |
| | | | | Reclamation and remediation liabilities (Note 12) | 12,576 | | | | 5,761 |
| | | | | Tax liabilities (Note 19) | 7,663 | — |
| | | | | Other liabilities | — | 2,550 |
| | | | | Total current liabilities | 84,186 | 52,399 |
| | | | | Lease liabilities (Note 10) | 1,191 | 1,515 |
| | | | | Debt (Note 11) | 53,979 | 48,866 |
| | | | | Reclamation and remediation liabilities (Note 12) | 29,270 | 29,691 |
| | | | | Other liabilities | 3,819 | 2,929 |
| | | | | Total liabilities | $ | 172,445 $ | 135,400 |
| | | | | Shareholders’ equity: |
| | | | | Common shares: 47,428 | | | as of December 31, 2022 and 45,919 as of December 31, |
| | | | | 2021 issued and outstanding (in thousands) (Note 13) | $ | 1,644,145 $ | 1,615,424 |
| | | | | Non-controlling interests (Note 20) | 33,465 | 14,777 |
| | | | | Accumulated deficit | (1,321,336) | (1,240,260) |
| | | | | Total shareholders’ equity | 356,274 | 389,941 |
| | | | | TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY | $ | 528,719 $ | 525,341 |
| | | | | | | | | The accompanying notes are an integral part of these consolidated financial statements. |
| | | | | Commitments and contingencies: Note 17 |
| | | | | Subsequent event: Note 23 |
90 |
| MCEWEN MINING INC. |
| | CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY |
| | | FOR THE YEARS ENDED DECEMBER 31, |
| | | (in thousands of U.S. dollars and shares) |
| | | Common Shares |
| and Additional |
| Paid-in Capital | | | Accumulated | Non-controlling |
| Shares | Amount | | | | Deficit | Interests | Total |
| | | | | | | Balance, December 31, 2019 | 40,034 $ 1,530,702 $ (1,031,223) | | | | | | | — $ | 499,479 |
| | | | | | | Stock-based compensation | — | 613 | | | | | — | | | — | 613 |
| | | | | | | Sale of flow-through shares | 1,397 | 15,478 | | | | | — | | | — | 15,478 |
| | | | | | | Exercise of stock options | 14 | 138 | | | | | — | | | — | 138 |
| | | | | | | Shares issued for debt refinancing | 209 | 1,875 | | | | | — | | | — | 1,875 |
| | | | | | | Shares issued for acquisition of mineral |
| | | | | | | property interests | 5 | | | | | | | | 70 | — | | | — | 70 |
| | | | | | | Net loss | — | | | | | | | | — | (152,325) | | | | — | (152,325) |
| | | | | | | Balance, December 31, 2020 | 41,659 $ 1,548,876 $ (1,183,548) $ | | | | | | | — $ | 365,328 |
| | | | | | | Stock-based compensation | — | 837 | | | | | — | | | — | 837 |
| | | | | | | Sale of flow-through shares | 1,260 | 10,785 | | | | | — | | | — | 10,785 |
| | | | | | | Sale of shares for cash | 3,000 | 29,875 | | | | | — | | | — | 29,875 |
| | | | | | | Issuance of equity by subsidiary (Note 20) | — | 25,051 | | | | | — | | | 14,949 | 40,000 |
| | | | | | | Net loss | — | | | | | | | | — | (56,712) | | | | (172) | (56,884) |
| | | | | | | Balance, December 31, 2021 | 45,919 $ 1,615,424 $ (1,240,260) $ | | | | | | | 14,777 $ | 389,941 |
| | | | | | | Stock-based compensation | — | 340 | | | | | — | | | — | 340 |
| | | | | | | Sale of flow-through shares | 1,450 | 10,320 | | | | | — | | | — | 10,320 |
| | | | | | | Shares issued for debt refinancing | 59 | 500 | | | | | — | | | — | 500 |
| | | | | | | Issuance of equity by subsidiary (Note 20) | | — | 17,643 | | | | | — | | | 23,707 | 41,350 |
| | | | | | | Share repurchase (Note 13) | — | (87) | | | | | — | | | — | (87) |
| | | | | | | Exercise of warrants | — | | | 4 | — | | | — | | 4 |
| | | | | | | Net loss | — | | | | | | | | — | (81,075) | | | | (5,019) | (86,094) |
| | | | | | | Balance, December 31, 2022 | 47,428 $ 1,644,145 $ (1,321,336) $ | | | | | | | 33,465 $ | 356,274 |
| | The accompanying notes are an integral part of these consolidated financial statements. |
91 |
| MCEWEN MINING INC. |
| | CONSOLIDATED STATEMENTS OF CASH FLOWS |
| | FOR THE YEARS ENDED DECEMBER 31, |
| (in thousands of U.S. dollars) |
| | | | | | Year ended December 31, |
| | | | | 2022 | 2021 | | | 2020 |
| | | | | | | Cash flows from operating activities: |
| | | | | | | Net loss | $ | | | | | (86,094) $ | | | (56,884) $ | (152,325) |
| | | | | | | Adjustments to reconcile net loss from operating activities: |
| | | | | | | Impairment loss on mineral property interests and plant and equipment | — | — | | 83,805 |
| | | | | | | (Income) loss from investment in Minera Santa Cruz S.A. (Note 9) | (2,776) | 7,533 | | 1,517 |
| | | | | | | Gain on sale of mineral property interests | — | (2,271) | | | | | — |
| | | | | | | Depreciation and amortization | 19,532 | | | 25,338 | 23,090 |
| | | | | | | Unrealized loss (gain) on investments (Note 5) | 511 | (28) | | 619 |
| | | | | | | Unrealized foreign exchange gain and adjustment to estimate (Note 12) | 4,814 | 1,272 | | 278 |
| | | | | | | Deferred income and mining tax recovery | (1,856) | (7,315) | | (1,390) |
| | | | | | | Stock-based compensation | 340 | 837 | | 612 |
| | | | | | | Accretion of reclamation and remediation liability (Note 12) | 2,354 | 2,405 | | 1,788 |
| | | | | | | Change in non-cash working capital items: |
| | | | | | | Increase (decrease) in assets related to operations | (12,873) | 7,887 | | 12,696 |
| | | | | | | Increase in liabilities related to operations | 17,439 | 1,003 | | 1,437 |
| | | | | | | Cash used in operating activities | $ | | | | | (58,609) $ | | | (20,223) $ | (27,873) |
| | | | | | | Cash flows from investing activities: |
| | | | | | | Additions to mineral property interests and plant and equipment | $ | | | | | (24,187) $ | | | (34,888) $ | (13,373) |
| | | | | | | Proceeds from disposal of property and equipment | — | 492 | | | | | — |
| | | | | | | Proceeds from sale of investments | — | — | | 1,266 |
| | | | | | | Dividends received from Minera Santa Cruz S.A. (Note 9) | 286 | 9,832 | | 340 |
| | | | | | | Cash used in investing activities | $ | | | | | (23,901) $ | | | (24,564) $ | (11,767) |
| | | | | | | Cash flows from financing activities: |
| | | | | | | Proceeds from sale of subsidiary shares, net of issuance costs (Note 20) | $ | | | | | 41,263 $ | | | 29,875 $ | — |
| | | | | | | Sale of flow-through common shares, net of issuance costs (Note 13) | 14,376 | | | 11,966 | 19,644 |
| | | | | | | Proceeds from promissory note (Note 11 and Note 15) | 15,000 | | | 40,000 | — |
| | | | | | | Subscription proceeds received in advance (Note 20) | (2,850) | 2,550 | | | | | — |
| | | | | | | Proceeds from exercise of warrants | 4 | — | | 138 |
| | | | | | | Payment of finance lease obligations | (2,338) | (3,408) | | (2,204) |
| | | | | | | Cash provided by financing activities | $ | | | | | 65,455 $ | | | 80,983 $ | 17,578 |
| | | | | | | Decrease (increase) in cash, cash equivalents and restricted cash | (17,055) | | | 36,196 | (22,062) |
| | | | | | | Cash, cash equivalents and restricted cash, beginning of year | 60,634 | | | 24,438 | 46,500 |
| | | | | | | Cash, cash equivalents and restricted cash, end of year (Note 18) | $ | | | | | 43,579 $ | | | 60,634 $ | 24,438 |
| | | | | | | | | | The accompanying notes are an integral part of these consolidated financial statements. |
|
92 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) |
| | | NOTE 1 NATURE OF OPERATIONS |
| | | McEwen Mining Inc. (the “Company”) was organized under the laws of the State of Colorado on July 24, 1979. The |
| | | Company is engaged in the exploration, development, production and sale of gold and silver and exploration and |
| | | development of copper. |
| | | The Company operates in the United States, Canada, Mexico and Argentina. The Company owns a 100% interest in the |
| | | Gold Bar gold mine in Nevada, the Fox Complex in Ontario, Canada, the Fenix Project in Mexico and a portfolio of |
| | | exploration properties in Nevada, Canada, Mexico and Argentina. As of December 31, 2022, the Company also owns a |
| | | 68.1% interest in the Los Azules copper project in San Juan, Argentina through its subsidiary, McEwen Copper Inc. |
| | | (“McEwen Copper”). It also owns a 49% interest in Minera Santa Cruz S.A. (“MSC”), owner of the producing San José |
| | | silver-gold mine in Santa Cruz, Argentina, which is operated by the joint venture majority owner Hochschild Mining plc. |
| | | The Company reports its investment in McEwen Copper as a controlling interest and its investment in MSC as an equity |
| | | investment. |
| | | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| | | Basis of Presentation and Use of Estimates: |
| | | The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting |
| | | principles in United States of America (“US GAAP”). The preparation of the Company’s consolidated financial statements |
| | | requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the |
| | | related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported |
| | | amounts of expenses during the reporting period. The more significant areas requiring the use of management estimates |
| | | and assumptions relate to environmental reclamation and closure obligations; asset useful lives utilized for depletion, |
| | | depreciation, amortization and accretion calculations; fair value of equity investment and the impairment test; recoverable |
| | | gold in leach pad inventory; current and long-term inventory; mine development capitalization costs; the collectability of |
| | | value added taxes receivable; the amount of mineral reserves; valuation allowances for deferred tax assets; income and |
| | | mining tax provisions; and reserves for contingencies and litigation. The Company bases its estimates on historical |
| | | experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results |
| | | may differ significantly from these estimates. |
| | | References to “C$” refer to Canadian dollar. |
| | | Basis of Consolidation: |
| | | The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned |
| | | subsidiaries. Intercompany accounts and transactions have been eliminated. Investments over which the Company exerts |
| | | significant influence but does not control through majority ownership are accounted for using the equity method, as |
| | | described in Investments, below. |
| | | Cash and Cash Equivalents and Restricted Cash: |
| | | The Company considers cash in banks, deposits in transit, and highly liquid term deposits with remaining maturities of |
| | | three months or less at the date of acquisition to be cash and cash equivalents. Because of the short maturity of these |
| | | instruments, the carrying amounts approximate their fair value. The Company classifies Restricted Cash between short |
| | | term and long term based on the restrictions. |
| | 93 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | Investments: |
| | | | The Company accounts for investments over which it exerts significant influence but does not control through majority |
| | | | ownership using the equity method of accounting pursuant to ASC (“Accounting Standards Codification”) Topic 323, |
| | | | Investments – Equity Method and Joint Ventures. Under the equity method, the Company’s investment is initially |
| | | | recognized at cost in the Consolidated Balance Sheets and subsequently increased or decreased to recognize the Company's |
| | | | share of income and losses of the investee, dividends received from the investee and for impairment losses after the initial |
| | | | recognition date. The Company's share of income and losses of the investee and impairment losses are recognized in the |
| | | | Consolidated Statements of Operations and Comprehensive (Loss) (“Statement of Operations”) during the period. The |
| | | | Company evaluates the equity method investments for impairment under ASC 323-35-31 and ASC 323-35. An impairment |
| | | | loss on the equity method investments is recognized in operations when the decline in value is determined to be other- |
| | | | than-temporary. |
| | | | The Company’s investments in marketable equity securities and warrants are measured at fair value at each period end |
| | | | with changes in fair value recognized in net (loss) income in the Statement of Operations in accordance with ASU 2016- |
| | | | 01 with reference to further updates in ASU 2018-03, ASU 2019-04, and ASU 2020-01. |
| | | | Stockpiles, Material on Leach Pads, In-process Inventory, Precious Metals Inventory and Materials and Supplies: |
| | | | Stockpiles, material on leach pads, in-process inventory, precious metals inventory and materials and supplies |
| | | | (collectively, “Inventories”) are accounted for using the weighted average cost method and are carried at the lower of |
| | | | average cost or net realizable value. Net realizable value represents the estimated future sales price of the product based |
| | | | on current and long-term metals prices, less the estimated costs to complete production and bring the product to a saleable |
| | | | form. Write-downs of Inventories resulting from net realizable value impairments are reported as a component of |
| | | | production costs applicable to sales. The current portion of Inventories is determined based on the expected amounts to be |
| | | | processed and/or recovered within the next twelve months of the balance sheet date, with the remaining portion, if any, |
| | | | classified as long-term. |
| | | | Stockpiles represent mineralized material extracted from the mine and available for processing. Stockpiles are measured |
| | | | by estimating the number of tonnes added and removed from the stockpile, an estimate of the contained metals (based on |
| | | | assay data) and the estimated metallurgical recovery rates. Costs are allocated to stockpiles based on current mining costs |
| | | | incurred including applicable overhead relating to mining operations. Material is removed from the stockpile at an average |
| | | | cost per tonne. |
| | | | Mineralized material on leach pads is the material that is placed on pads where it is treated with a chemical solution that |
| | | | dissolves the gold contained in the mineralized material over a period of time. Costs are attributed to the mineralized |
| | | | material on leach pads based on current mining costs and processing costs incurred related to the ore on the pad. Costs are |
| | | | removed from the leach pad inventory based on the average cost per estimated recoverable ounce of gold on the leach pad |
| | | | as the gold is recovered. The estimates of recoverable gold on the leach pads are calculated from the quantities of |
| | | | mineralized material placed on the leach pads (measured tonnes added to the leach pads), the grade of mineralized material |
| | | | placed on the leach pads (based on assay data) and a recovery percentage. |
| | | | While the quantities of recoverable gold placed on the leach pads are periodically reconciled by comparing the grades of |
| | | | ore placed on the pads to the quantities of gold actually recovered (metallurgical balancing), the nature of the leaching |
| | | | process inherently limits the ability to precisely monitor inventory levels. As a result, the metallurgical balancing process |
| | | | is constantly monitored, and the engineering estimates are refined based on actual results over time. |
| | | | In-process inventories represent materials that are currently in the process of being converted to a saleable product. In- |
| | | | process material is measured based on assays of the material from the various stages of processing. Costs are allocated to |
| | | 94 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | in-process inventories based on the costs of the material fed into the process attributable to the source material coming |
| | | | from the mines, stockpiles and/or leach pads plus the in-process conversion costs incurred to that point in the process. |
| | | | Precious metal inventories include gold and silver doré and bullion that is unsold and held at the Company’s or the |
| | | | refinery’s facilities. Costs are allocated to precious metal inventories based on costs of the respective in-process inventories |
| | | | incurred prior to the refining process plus applicable refining costs. |
| | | | Materials and supplies inventories are comprised of chemicals, reagents, spare parts and consumable parts used in operating |
| | | | and other activities. Cost includes applicable taxes and freight. |
| | | | Proven and Probable Reserves: |
| | | | The definition of proven and probable reserves is set forth in SEC Regulation S-K Item 1300 (“S-K 1300”). Proven mineral |
| | | | reserves are the economically mineable part of a measured mineral resource. For a proven mineral reserve, the qualified |
| | | | person has a high degree of confidence in the results obtained from the application of modifying factors and in the estimates |
| | | | of tonnage and grade or quality. A proven mineral reserve can only result from the conversion of a mineral resource. |
| | | | Probable mineral reserves are the economically mineable part of an indicated and, in some cases, measured mineral |
| | | | resource. For a probable mineral reserve, the qualified person’s confidence in the results obtained from the application of |
| | | | the modifying factors and in the estimates of tonnage and grade or quality is lower than what is sufficient for a classification |
| | | | as a proven mineral reserve, but is still sufficient to demonstrate that, at the time of reporting, extraction of the mineral |
| | | | reserve is economically viable under reasonable investment and market assumptions. The lower level of confidence is due |
| | | | to higher geologic uncertainty when the qualified person converts an indicated mineral resource to a probable reserve or |
| | | | higher risk in the results of the application of modifying factors at the time when the qualified person converts a measured |
| | | | mineral resource to a probable mineral reserve. A qualified person must classify a measured mineral resource as a probable |
| | | | mineral reserve when his or her confidence in the results obtained from the application of the modifying factors to the |
| | | | measured mineral resource is lower than what is sufficient for a proven mineral reserve. |
| | | | Mineral Property Interests and Plant and Equipment: |
| | | | Mineral property interests: Mineral property interests represent capitalized expenditures related to the development of |
| | | | mineral properties and expenditures arising from property acquisitions. The amount capitalized for an acquired mineral |
| | | | property represents its fair value at the time of acquisition, either as an individual asset purchase or as a part of a business |
| | | | combination. |
| | | | Development costs include engineering and metallurgical studies, drilling and other related costs to delineate an ore body, |
| | | | and the removal of overburden to initially expose an ore body at open pit surface mines (“pre-stripping”) and building of |
| | | | access paths and other infrastructure to gain access to the ore body at underground mines. Development costs are charged |
| | | | to operations in the year incurred as Advanced Projects until proven and probable reserves as defined by S-K 1300 have |
| | | | been delineated, after which they are capitalized. Where multiple open pits exist at a mine, pre-stripping costs are |
| | | | capitalized separately to each pit. Production commences when saleable minerals, beyond a de minimis amount, are |
| | | | produced. |
| | | | During the production phase of a mine, costs incurred to provide access to reserves and resources that will be produced in |
| | | | future periods that would not have otherwise been accessible are capitalized and included in the carrying amount of the |
| | | | related mineral property interest. |
| | | | Drilling and related costs are capitalized for an ore body where proven and/or probable reserves exist and the activities are |
| | | | directed at obtaining additional information, providing greater definition of the ore body or converting non-reserve |
| | | | mineralization to proven and/or probable reserves and the benefit is expected to be realized over a period beyond one year. |
| | | 95 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | All other drilling and related costs are expensed as incurred as Exploration or Advanced Projects. Exploration costs include |
| | | | costs incurred to identify new mineral resources, evaluate potential resources, and convert mineral resources into proven |
| | | | and probable reserves. However, drilling costs specifically incurred for the purpose of operational ore control during the |
| | | | production stage rather than obtaining additional information on the ore body are expensed and allocated to inventory costs |
| | | | and then included as a component of production costs applicable to sales as the revenue from the sale of inventory is |
| | | | realized. |
| | | | Mineral property interests are amortized upon commencement of production on a unit-of-production basis over proven and |
| | | | probable reserves, as defined by S-K 1300. When a property does not contain mineralized material that satisfies the |
| | | | definition of proven and probable reserves, the amortization of the capitalized costs is charged to expense based on the |
| | | | most appropriate method, which includes straight-line method and units-of-production method over the estimated useful |
| | | | life of the mine, as determined by internal mine plans. |
| | | | Plant and Equipment: For properties where the Company has established proven and probable reserves as defined by S-K |
| | | | 1300, expenditures for plant and equipment and expenditures that extend the useful lives of existing plant and equipment |
| | | | are capitalized and recorded at cost. The cost capitalized for plant and equipment includes borrowing costs incurred that |
| | | | are attributable to qualifying plant and equipment. Plant and equipment are depreciated using the straight-line method |
| | | | over the estimated productive life of the asset. |
| | | | For properties where the Company did not establish proven and probable reserves as defined by S-K 1300, substantially |
| | | | all costs, including design, engineering, construction, and installation of equipment are expensed as incurred, unless the |
| | | | equipment has alternative uses or significant salvage value, in which case the equipment is capitalized at cost. |
| | | | Construction-in-progress costs: Assets under construction are capitalized as construction-in-progress until the asset is |
| | | | available for its intended use, at which point costs are transferred to the appropriate category of plant and equipment or |
| | | | mineral property interest and amortized. The cost of construction-in-progress comprises the purchase price of the asset and |
| | | | any costs directly attributable to bringing it into working condition for its intended use. |
| | | | Impairment of Long-Lived Assets: |
| | | | The Company reviews and evaluates its long-lived assets for impairment on a quarterly basis or when events or changes |
| | | | in circumstances indicate that the related carrying amounts may not be recoverable. Once it is determined that impairment |
| | | | exists, an impairment loss is measured as the amount by which the asset carrying amount exceeds its estimated fair value. |
| | | | For the purpose of recognition and measurement of impairment, the Company groups its long-lived assets by specific mine |
| | | | or project, as this represents the lowest level for which identifiable cash flows exist. |
| | | | For asset groups where an impairment indicator is identified, an impairment loss is determined if the carrying amount of |
| | | | the asset group exceeds the estimated recoverable amount as determined using the undiscounted future net cash flows. An |
| | | | impairment loss, if any, is the amount by which the carrying amount exceeds the estimated discounted future net cash |
| | | | flows. It is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities |
| | | | of recoverable minerals, gold, silver and other commodity prices, production levels and costs of capital are each subject to |
| | | | significant risks and uncertainties. |
| | | | For asset groups where the Company is unable to determine a reliable estimate of future net cash flows, the Company |
| | | | adopts a market approach to estimate fair value by using a combination of observed market value per square mile and |
| | | | observed market value per ounce or pound of estimated mineralized material based on comparable transactions. |
| | | 96 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | Reclamation and Remediation Liabilities: |
| | | | Provisions for environmental rehabilitation are made in respect of the estimated future costs of closure and restoration and |
| | | | rehabilitation costs (which include the dismantling and demolition of infrastructure, removal of residual materials and |
| | | | remediation of disturbed areas) in the accounting period when the related environmental disturbance occurs. The associated |
| | | | asset retirement costs, including periodic adjustments, if any, are capitalized as part of the carrying amount of the long- |
| | | | lived asset when proven or probable reserves exist or if they relate to an acquired mineral property interest; otherwise, the |
| | | | costs are charged to the operations. Periodic accretion is recorded to reclamation and remediation liabilities and charged |
| | | | to operations. |
| | | | The fair value of reclamation and remediation liabilities is measured by discounting the expected cash flows adjusted for |
| | | | inflation, using a credit-adjusted risk free rate of interest. The Company prepares estimates of the timing and amounts of |
| | | | expected cash flows when reclamation and remediation liabilities are incurred, which are updated to reflect changes in |
| | | | facts and circumstances. Estimation of the fair value of reclamation and remediation liabilities requires significant |
| | | | judgment, including the amount of cash flows, timing of reclamation, inflation rate and credit risk. |
| | | | Lease Accounting: |
| | | | Contracts are analyzed to identify whether the contract contains an operating or financing lease according to ASC 842, |
| | | | Lease Accounting. If a contract is determined to contain a lease, the Company will include lease payments (the lease |
| | | | liability) and the right-of-use asset (“ROU”) representing the right to the underlying asset for the lease term within the |
| | | | Consolidated Balance Sheets. Lease liabilities are disclosed as a distinct line item within the Consolidated Balance Sheets, |
| | | | whereas, the ROU asset is included in mineral property interests and plant and equipment. Related depreciation and |
| | | | amortization expense and interest expense for finance leases, and rent expense for operating leases is recorded within the |
| | | | Statement of Operations. For leases with a term of twelve months or less, an accounting policy election is made to not |
| | | | recognize lease assets and lease liabilities. The Company has elected to account for non-lease components as part of the |
| | | | lease component to which they relate. |
| | | | ROU asset balances and lease liabilities are recognized at the commencement date of the lease based on the present value |
| | | | of the future lease payments over the lease term. The Company utilizes the incremental borrowing rate (“IBR”) in |
| | | | determining the present value of the future lease payments. IBR represents the rate of interest that a lessee would have to |
| | | | pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic |
| | | | environment. IBR is determined by using the average bond yield ratings for comparable companies. |
| | | | Revenue Recognition: |
| | | | Revenue consists of proceeds received and expected to be received for the Company’s principal products, gold and silver. |
| | | | Revenue is recognized when title to gold and silver passes to the buyer and when collectability is reasonably assured. Title |
| | | | passes to the buyer based on terms of the sales contract, usual y upon delivery of the product. Product pricing is determined |
| | | | under the sales agreements which are referenced against active and freely traded commodity markets, for example, the |
| | | | London Bullion Market for both gold and silver, in an identical form to the product sold. |
| | | | In addition to selling refined bullion at spot, the Company has doré purchase agreements in place with financial institutions |
| | | | and refineries. Under the agreements, the Company has the option to sell approximately 90% of the gold and silver |
| | | | contained in doré bars prior to the completion of refining by the third party refiner. On July 27, 2022, the Company entered |
| | | | into a precious metals purchase agreement with Auramet International LLC (“Auramet”). Under this agreement, the |
| | | | Company has an option to sell gold on a Spot Basis, on a Forward Basis, and on a Supplier Advance basis. |
| | | 97 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | Revenue is recognized when the Company has provided irrevocable instructions to the refiner to transfer to the purchaser |
| | | | the refined ounces sold upon final processing, and when payment of the purchase price for the purchased doré or bullion |
| | | | has been made in full by the purchaser. There is no judgment involved in revenue recognition in connection with sale of |
| | | | bullion as revenue is recognized when payment has been made by the purchaser and the product has been delivered. |
| | | | Foreign Currency: |
| | | | The functional currency for the Company’s operations is the U.S. dollar. All monetary assets and liabilities denominated |
| | | | in a currency which is not the U.S. dollar are translated at current exchange rates at each balance sheet date and the resulting |
| | | | adjustments are included in a separate line item under other income (expense). Revenues and expenses in foreign currencies |
| | | | are translated at the average monthly exchange rates for the corresponding period. |
| | | | Stock-Based Compensation: |
| | | | The Company accounts for stock options at fair value as prescribed in ASC 718, Stock-Based Compensation. The Company |
| | | | estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides |
| | | | for expense recognition over the service period, if any, of the stock option. The Company’s estimates may be impacted by |
| | | | certain variables including, but not limited to, stock price volatility, employee stock option exercise behavior and estimates |
| | | | of forfeitures. |
| | | | Flow-Through Common Shares: |
| | | | Current Canadian tax legislation permits mining entities to issue flow-through common shares to investors by which the |
| | | | deductions for tax purposes related to resource exploration and evaluation expenditures may be claimed by investors |
| | | | instead of the entity, subject to a renouncement process. Under ASC 740, Income Taxes proceeds from the issuance of |
| | | | flow-through common shares are allocated first to the common stock based on the underlying quoted price of shares and |
| | | | the residual amount is allocated to the sale of tax benefits, which is classified as a liability. After the sale of the shares, as |
| | | | the Company incurs qualifying exploration and evaluation expenditures to fulfill its obligation, the liability is drawn down |
| | | | and the sale of tax benefits is recognized in the Statement of Operations as a reduction of deferred tax expense. |
| | | | Income and Mining Taxes: |
| | | | The Company accounts for income and mining taxes under ASC 740 using the liability method, recognizing certain |
| | | | temporary differences between the financial reporting basis of liabilities and assets and the related tax basis for such |
| | | | liabilities and assets. This method generates either a net deferred income and mining tax liability or asset for the Company, |
| | | | as measured by the statutory tax rates in effect. The Company derives the deferred income and mining tax charge or benefit |
| | | | by recording the change in either the net deferred income and mining tax liability or asset balance for the year. The |
| | | | Company records a valuation allowance against any portion of those deferred income and mining tax assets when it |
| | | | believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred |
| | | | income and mining tax asset will not be realized. |
| | | | Comprehensive (Loss) Income: |
| | | | In addition to net income or loss, comprehensive income or loss is included in changes in equity during a period. |
| | | | Per Share Amounts: |
| | | | Basic income or loss per share is computed by dividing income or loss available to common shareholders by the weighted |
| | | | average number of common shares outstanding during the period. Diluted income per share reflects the potential dilution |
| | | 98 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | of securities that could share in the earnings of the Company and is computed in accordance with the treasury stock method |
| | | | based on the average number of common shares and dilutive common share equivalents outstanding. Only those |
| | | | instruments that result in a reduction in income per share are included in the calculation of diluted income per share. As a result of the Company’s share consolidation (Note 13), all share and per share amounts in the consolidated financial |
| | | | statements have been retroactively restated to reflect the share consolidation. Loans and Borrowings: |
| | | | Borrowings are recognized initially at fair value, net of financing costs incurred, and subsequently measured at amortized |
| | | | cost. Any difference between the amounts originally received and the redemption value of the debt is recognized in the |
| | | | Statements of Operations over the period to maturity using the effective interest method. Borrowing costs directly |
| | | | attributable to the acquisition, construction or production of a qualifying asset (i.e. an asset that necessarily takes a |
| | | | substantial period of time to get ready for its intended use or sale) are capitalized as part of the cost of the asset. All other |
| | | | borrowing costs are expensed in the period they occur. Fair Value of Financial Instruments: |
| | | | Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure |
| | | | fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and |
| | | | liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels |
| | | | of the fair value hierarchy are described below: |
| | | | | | | Level 1 | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, |
| | unrestricted assets or liabilities; |
| | | | Level 2 | Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for |
| | substantially the full term of the asset or liability; and |
| | | | Level 3 | Prices or valuation techniques that require inputs that are both significant to the fair value measurement |
| | and unobservable (supported by little or no market activity). |
| | | | NOTE 3 OPERATING SEGMENT REPORTING |
| | | | McEwen Mining is a mining and minerals production and exploration company focused on precious and base metals in |
| | | | the United States, Canada, Mexico, and Argentina. The Company’s chief operating decision maker (“CODM”) reviews |
| | | | the operating results, assesses performance and makes decisions about allocation of resources to these segments at the |
| | | | geographic region level or major mine/project where the economic characteristics of the individual mines or projects within |
| | | | a geographic region are not alike. As a result, these operating segments also represent the Company’s reportable segments. |
| | | | The Company’s business activities that are not considered operating segments are included in General and administrative |
| | | | and other and are provided in this note for reconciliation purposes. |
| | | | The CODM reviews segment income or loss, defined as gold and silver sales less production costs applicable to sales, |
| | | | depreciation and depletion, advanced projects, and exploration costs, for all segments except for the MSC segment which |
| | | | is evaluated based on the attributable equity income or loss pickup. Gold and silver sales and production costs applicable |
| | | | to sales for the reportable segments are reported net of intercompany transactions. |
| | | | Capital expenditures include costs capitalized in mineral property interests and plant and equipment in the respective |
| | | | periods. |
| | | 99 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | Significant information relating to the Company’s reportable operating segments for the periods presented is summarized |
| | | | in the tables below: |
| | | | | | | | | | Year ended December 31, 2022 | USA | | | Canada Mexico | | | | MSC | McEwen Copper | | Total |
| | | | Revenue from gold and silver sales | $ 47,926 $ 60,848 $ 1,643 $ | | | | | | — $ | | | — $ 110,417 |
| | | | Production costs applicable to sales | (43,500) | | | (36,845) (10,915) | | | — | | | — | (91,260) |
| | | | Depreciation and depletion | (4,737) | | | (14,964) | | | | | | | — | — | | | — | (19,701) |
| | | | Gross profit (loss) | (311) | | | 9,039 | | (9,272) | — | | | — | (544) |
| | | | Advanced projects | (52) | | | (1,206) (4,322) | | | — $ | | | (61,148) (66,728) |
| | | | Exploration | (4,828) | | | (9,443) | | | | | | | (2) | — | | | (700) (14,973) |
| | | | Gain from investment in Minera Santa Cruz S.A. | — | | — | | | | | — | 2,776 | | — | 2,776 |
| | | | Segment profit (loss) | | $ (5,191) $ (1,610) $ (13,596) $ 2,776 $ | | | | | | | | | (61,848) $ (79,469) |
| | | | General and administrative and other | | | | (819) |
| | | | Loss before income and mining taxes | | | | $ (80,288) |
| | | | Capital expenditures | $ 5,374 $ 15,317 $ 2,800 $ | | | | | | — $ | | | 2,743 $ 26,234 |
| | | | | | | | | Year ended December 31, 2021 | USA | | | Canada | | Mexico | | MSC McEwen Copper | Total |
| | | | Revenue from gold and silver sales | $ 79,205 $ 50,704 $ 6,632 $ | | | | | | — $ | | | — $ 136,541 |
| | | | Production costs applicable to sales | (73,990) | | | (32,961) (12,272) | | | — | | | — (119,223) |
| | | | Depreciation and depletion | (8,502) | | | (15,296) | | | | | | | — | — | | | — | (23,798) |
| | | | Gross (loss) profit | (3,287) | | | 2,447 | | (5,640) | — | | | — | (6,480) |
| | | | Advanced projects | (440) | | | (2,635) | | (4,345) | — $ | | | (5,019) | (12,439) |
| | | | Exploration | (5,875) | | | (15,017) | | (14) | — | | | (1,698) | (22,604) |
| | | | Loss from investment in Minera Santa Cruz S.A. | — | | | | | — | | | | | — | (7,533) | | — | (7,533) |
| | | | Segment loss | $ (9,602) $ (15,205) $ (9,999) $ (7,533) $ | | | | | | | | | (6,717) $ (49,056) |
| | | | General and administrative and other | | | | (15,143) |
| | | | Loss before income and mining taxes | | | | $ (64,199) |
| | | | Capital expenditures | $ 2,416 $ 33,617 $ | | | | | | | | | | — $ | — $ | | | — $ 36,033 |
| | | | 0 | | | | | Year ended December 31, 2020 | USA | | | Canada | | Mexico | | MSC McEwen Copper | Total |
| | | | Revenue from gold and silver sales | $ 48,884 $ 41,452 $ 14,453 $ | | | | | | — $ | | | — $ 104,789 |
| | | | Production costs applicable to sales | (58,465) | | | (34,639) (15,723) | | | — | | | — | (108,827) |
| | | | Depreciation and depletion | (11,785) | | | (10,883) | | (242) | — | | | — | (22,910) |
| | | | Gross loss | (21,366) | | | (4,070) | | (1,512) | — | | | — | (26,948) |
| | | | Advanced projects | (1,071) | | | (6,088) | | (4,522) | — | | | — | (11,681) |
| | | | Exploration | (6,777) | | | (6,450) | | (513) | — | | | (2,121) | (15,861) |
| | | | Impairment of mineral property interests and |
| | | | plant and equipment | (83,805) | | | | | — | | | | | — | — | | | — | (83,805) |
| | | | Loss from investment in Minera Santa Cruz S.A. | — | | — | | | | | — | (1,517) | | — | (1,517) |
| | | | Other operating | (1,390) | | | (578) | | | | | | | — | — | | | — | (1,968) |
| | | | Segment loss | $ (114,409) $ (17,186) $ (6,547) $ (1,517) $ | | | | | | | | | (2,121) $ (141,780) |
| | | | General and administrative and other | | | | (11,935) |
| | | | Loss before income and mining taxes | | | | $ (153,715) |
| | | | Capital expenditures | $ 4,821 $ 9,104 $ | | | | | | | | | | — $ | — $ | | | — $ 13,925 |
| | | 100 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | Geographic information |
| | | | Geographic information includes the following long-lived assets balances and revenues presented for the Company’s operating |
| | | | segments: |
| | | Non-current Assets | | | | | Revenue (1) |
| | | | | | Year ended December 31, | Year ended December 31, |
2022 | | | 2021 | | | | 2022 | 2021 | | 2020 |
| | | | USA | $ | | | | | 70,577 $ | 37,878 | | | | | | | $ | 47,926 $ | 79,205 $ | | | | 48,884 |
| | | | Canada | | 91,552 | 93,294 | | | | 60,848 | 50,704 | | | | 41,452 |
| | | | Mexico | | 29,219 | 26,561 | | | | 1,643 | 6,632 | | | | 14,453 |
| | | | Argentina (2) | | 255,718 | 282,583 | | | | — | — | — |
| | | | Total Consolidated (3) | $ | | | | | 447,066 $ | 440,316 | | | | | | | $ 110,417 $ 136,541 $ 104,789 |
| | | | (1) Presented based on the location from which the product originated. |
| | | | (2) Includes Investment in MSC of $93.5 million as of December 31, 2022 (December 31, 2021 - $90.9 million). |
| | | | (3) Total excludes $0.3 million (December 31, 2021 - $0.4 million) related to the Company’s ROU office lease asset as the business |
| | | | activities related to corporate are not considered to be a part of the operating segments |
| | | | As gold and silver can be sold through numerous gold and silver market traders worldwide, the Company is not |
| | | | economically dependent on a limited number of customers for the sale of its product. The following is a summary of |
| | | | revenue from gold and silver sales for significant customers for the years ended December 31, 2022, 2021 and 2020: |
| | | | | | | Year ended December 31, |
| | | | | | | | | | 2022 | | 2021 | | | | 2020 |
| | | | Asahi Refining Inc. | $ | | | | | | | 57,835 $ | 134,395 $ | | | | 66,934 |
| | | | Auramet | | | | | | 50,580 | — | | | | — |
| | | | Bank of Nova Scotia | | | — | — | | | | 33,060 |
| | | | Other | | | | | | 2,002 | 2,146 | | | | 4,795 |
| | | | Revenue from gold and silver sales | $ | | | | | | | 110,417 $ | 136,541 $ | | | | 104,789 |
| | | | NOTE 4 OTHER INCOME |
| | | | The following is a summary of other income (expense) for the years ended December 31, 2022, 2021 and 2020: |
| | | | | | | | | | | | | Year ended December 31, |
| | | | | | | 2022 | 2021 | | | | 2020 |
| | | | COVID-19 relief | | | | | | | $ | — $ | 3,541 | | | $ | 6,420 |
| | | | Unrealized and realized gain (loss) on investments (Note 5) | | | (511) | 28 | (619) |
| | | | Foreign currency gain on Blue Chip Swap | | | | | | 19,772 | — | — |
| | | | Foreign currency gain, other | | | 4,030 | 513 | | | | 1,078 |
| | | | Other income (loss), net | | | (353) | 2,199 | | | | 14 |
| | | | Total other income | | | | | | | $ | 22,938 $ | 6,281 | | | $ | 6,893 |
| | | | During the year ended December 31, 2022, 2021 and 2020, the Company recognized $nil, $3.5 million and $6.4 million, |
| | | | respectively, of other income through COVID-19 relief from the Canadian government via the Canadian Emergency |
| | | | Wage Subsidy and Canada Emergency Rent Subsidy programs. |
| | | | Foreign currency gain on Blue Chip Swap represents the realized foreign exchange gain from the transfer of marketable |
| | | | securities to facilitate intragroup funding transfers between the US parent and its Argentine subsidiary (“Blue Chip Swap”). |
| | | 101 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | The Blue Chip Swap transaction is the fund transfer vehicle provided by a financial institution, which utilizes the existing |
| | | | loan structure between the Company’s Canadian, Cayman Islands, and Argentina subsidiaries. The Company does not |
| | | | acquire marketable securities or engage in these transactions for speculative purposes. |
| | | | For the year ended December 31, 2022, the Company completed eleven Blue Chip Swap transactions to transfer funds |
| | | | from its Canadian USD bank account to Argentina. These funds were used for the continued development of the Los |
| | | | Azules Copper project. For the year ended December 31, 2022, the Company realized a net gain of $18.8 million. The net |
| | | | gain for the year ended December 31, 2022 was comprised of a foreign currency gain of $19.8 million and a realized loss |
| | | | on investments of $1.0 million, including the impact of fees and commissions. No similar transactions occurred in 2021 |
| | | | and 2020. |
| | | | NOTE 5 INVESTMENTS |
| | | | The Company’s investment portfolio consisted of marketable equity securities and warrants of certain publicly-traded |
| | | | companies. |
| | | | The following is a summary of the activity in investments for the years ended December 31, 2022 and 2021: |
| | | | | As at | Additions/ | | | | | | Disposals/ | Unrealized | Fair value |
| December 31, transfers during Net gain (loss) on transfers during | | | | | | loss on December 31, |
| | | | | 2021 | period securities sold | | | | | | year securities held | | 2022 |
| | | | Marketable equity securities | $ | | | | 1,644 $ | — $ | | | | | | — $ | — $ | (511) $ | 1,133 |
| | | | Warrants | 162 | — | | | | | | — | — | — | 162 |
| | | | Investments | $ | | | | 1,806 $ | — $ | | | | | | — $ | — $ | (511) $ | 1,295 |
| | | | | | | | | | | | | | | As at | Additions/ | | | | | | | Disposals/ | Unrealized | Fair value |
| December 31, transfers during Net gain (loss) on transfers during | | | | | | gain on December 31, |
| | | | | 2020 | period securities sold | | | | | | | year securities held | 2021 |
| | | | Marketable equity securities | $ | — $ | | | 1,616 $ | | | | | | — $ | — $ | | | | 28 $ | 1,644 |
| | | | Warrants | — | | | 162 | | | | | | — | — | | | | — | 162 |
| | | | Investments | $ | — $ | | | 1,778 $ | | | | | | — $ | — $ | | | | 28 $ | 1,806 |
| | | | On June 23, 2021, the Company closed the sale of two projects in Nevada, Limousine Butte and Cedar Wash, with Nevgold |
| | | | Corp. (“Nevgold”, formerly Silver Mountain Mines Inc.). In addition to $0.5 million of cash received as part of the |
| | | | consideration, the Company received 4,963,455 common shares and 2,481,727 warrants of Nevgold. The warrants have |
| | | | an exercise price of $0.60 per share and are exercisable until June 23, 2023. The common shares trade on the TSX Venture |
| | | | Exchange. |
| | | | During the years ended December 31, 2022, 2021 and 2020, the Company sold marketable equity securities for proceeds |
| | | | of $nil, $nil and $1.3 million, respectively. |
| | | | NOTE 6 RECEIVABLES AND OTHER CURRENT ASSETS |
| | | | Receivables and other current assets as at December 31, 2022 and 2021 consisted of the following: |
| | | | | | December 31, 2022 | | | | | December 31, 2021 |
| | | | Government sales tax receivable | | | 2,868 $ | 3,708 |
| | | | Prepaids and other assets | | | 5,972 | 6,883 |
| | | | Receivables and other current assets | | $ | 8,840 $ | 10,591 |
| | | 102 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | Included in government sales tax receivable for the year ended December 31, 2022 is $0.9 million HST receivable from |
| | | | the company’s operations at the Fox Complex (December 31, 2021 - $2.2 million). The timing of receipt of these funds |
| | | | is uncertain due to ongoing review conducted by local tax authorities. |
| | | | Government Sales Taxes Receivable: |
| | | | In Mexico, Argentina, and Canada, value added taxes are assessed on purchases of materials and services and sales of |
| | | | products. Businesses are generally entitled to recover the taxes they have paid related to purchases of materials and |
| | | | services, either as a refund or as a credit against future taxes payable. | |
| | | | NOTE 7 INVENTORIES |
| | | | Inventories at December 31, 2022 and 2021 consist of the following: |
| | | | | December 31, 2022 | December 31, 2021 |
| | | | Material on leach pads | $ | | | | 7,571 | $ | 4,660 |
| | | | In-process inventory | | | 3,674 | | 3,049 |
| | | | Stockpiles | | | 15,392 | | 5,105 |
| | | | Precious metals | | | 2,119 | | 1,819 |
| | | | Materials and supplies | | | 5,411 | | 3,702 |
| | | $ | | | | 34,167 | $ | 18,335 |
| | | | Less long-term portion | | | (2,432) | | (2,543) |
| | | | | | | 31,735 | | 15,792 |
| | | | During the year ended December 31, 2022, inventory at the Fox Complex, El Gallo mine and Gold Bar Mine were written |
| | | | down to their estimated net realizable value by $2.4 million, $4.6 million and $nil respectively. During the year ended |
| | | | December 31, 2021, the inventory at the Fox Complex, El Gallo mine and Gold Bar Mine were written down to their net |
| | | | realizable value by $2.1 million, $3.3 million, and $1.4 million respectively. Of these write-downs, a total of $6.4 million |
| | | | was included in production costs applicable to sales (December 31, 2021 - $6.0 million) and $0.6 million was included in |
| | | | depreciation and depletion (December 31, 2021 - $0.8 million) in the Statement of Operations. |
| | | | NOTE 8 MINERAL PROPERTY INTERESTS AND PLANT AND EQUIPMENT |
| | | | The cost and carrying value of mineral property interests and plant and equipment at December 31, 2022 and 2021 are as |
| | | | follows: |
| | | | | | | December 31, 2022 | December 31, 2021 |
| | | | Mineral property interests, cost | | | $ | 359,845 | $ | | | 344,529 |
| | | | Less: accumulated depletion | | | (58,700) | | (47,197) |
| | | | Mineral property interests, carrying value | | | $ | 301,145 | $ | | | 297,332 |
| | | | Plant and equipment, cost |
| | | | Land | | | $ | 17,850 | $ | | | 8,949 |
| | | | Construction in progress | | | | 8,408 | 4,078 |
| | | | Plant and equipment | | | 73,740 | | 76,887 |
| | | | Subtotal | | | $ | 99,998 | $ | | | 89,914 |
| | | | Less: accumulated depreciation | | | (54,862) | | (44,942) |
| | | | Plant and equipment, carrying value | | | $ | 45,136 | $ | | | 44,972 |
| | | | Mineral property interests and plant and equipment, carrying value | | | $ | 346,281 | $ | | | 342,303 |
| | | 103 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | Mineral property interest carrying value at December 31, 2022 and 2021 includes the following: |
| | | | | | | Name of Property/Complex | State/Province | Country | 2022 | 2021 |
| | | | Fox Complex | Ontario | Canada | $ 40,413 $ 37,678 |
| | | | Lexam Exploration Properties | Ontario | Canada | 41,595 | 41,595 |
| | | | Los Azules Copper Project | San Juan | Argentina | 191,490 | 191,490 |
| | | | Tonkin Properties | Nevada | United States | 4,833 | 4,833 |
| | | | Gold Bar Mine | Nevada | United States | 12,982 | 11,790 |
| | | | Elder Creek Exploration Property | Nevada | United States | 785 | 785 |
| | | | Fenix Project Properties | Sinaloa | Mexico | 9,047 | 9,160 |
| | | | Total mineral property interests | | | $ 301,145 $ 297,332 |
| | | | Gold Bar mineral property interests are depleted based on the units of production method from the production |
| | | | commencement date over the estimated proven and probable reserves. |
| | | | The El Gallo mine and Fox Complex are depleted and depreciated using the straight line or units-of-production method |
| | | | over the stated mine life, as the projects do not have proven and probable reserves compliant with S-K 1300. |
| | | | The definition of proven and probable reserves is set forth in the S-K 1300. If proven and probable reserves exist at the |
| | | | Company’s properties, the relevant capitalized mineral property interests and asset retirement costs are charged to expense |
| | | | based on the units of production method upon commencement of production. The Company’s Gold Bar Mine and San José |
| | | | properties have proven and probable reserves estimated in accordance with S-K 1300. |
| | | | The Company conducts a review of potential triggering events for impairment for all its mineral projects on a quarterly |
| | | | basis or when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. During |
| | | | the year ended December 31, 2022 and 2021, no impairment has been noted for any of the Company’s mineral property |
| | | | interests. |
| | | | NOTE 9 INVESTMENT IN MSC - SAN JOSÉ MINE |
| | | | The Company accounts for investments over which it exerts significant influence but does not control through majority |
| | | | ownership using the equity method of accounting. In applying the equity method of accounting to the Company’s |
| | | | investment in MSC, MSC’s financial statements, which are originally prepared by MSC in accordance with International |
| | | | Financial Reporting Standards as issued by the International Accounting Standards Board, have been adjusted to conform |
| | | | with US GAAP. As such, the summarized financial data presented under this heading is in accordance with US GAAP. |
| | | 104 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | A summary of the operating results of MSC for the years ended December 31, 2022, 2021, and 2020, is as follows: |
| | | | | | | | | | Year ended December 31, |
| | | | | 2022 | 2021 | | 2020 | |
| | | | Minera Santa Cruz S.A. (100%) |
| | | | Revenue from gold and silver sales | | $ | | | | | 254,698 $ | 271,863 $ | 219,020 |
| | | | Production costs applicable to sales | | | | (182,195) | (196,033) | (138,182) |
| | | | Depreciation and depletion | | | | (32,200) | (39,948) | (29,809) |
| | | | Gross profit | | | | 40,303 | 35,882 | 51,029 |
| | | | Exploration | | | | (8,946) | (10,602) | (10,446) |
| | | | Other expenses(1) | | | | (19,715) | (17,077) | (30,515) |
| | | | Net income before tax | | $ | | | | | 11,642 $ | 8,203 $ | 10,068 |
| | | | Current and deferred tax recovery (expense) | 1,221 | | | | (7,934) | (4,466) |
| | | | Net income | | $ | | | | | 12,863 $ | 269 $ | 5,602 |
| | | | Portion attributable to McEwen Mining Inc. (49%) |
| | | | Net income | | $ | | 6,303 $ | 132 $ | 2,745 |
| | | | Amortization of fair value increments | | | | (4,155) | (8,331) | (5,390) |
| | | | Income tax recovery | 628 | 666 | 1,128 |
| | | | Income (loss) from investment in MSC, net of amortization | | $ | | 2,776 $ | | | | (7,533) $ | (1,517) |
| | | | (1) Other expenses include foreign exchange, accretion of asset retirement obligations and other finance related expenses. |
| | | | The income (loss) from investment in MSC attributable to the Company includes amortization of the fair value increments |
| | | | arising from the initial purchase price allocation and related income tax recovery. The income tax recovery reflects the |
| | | | impact of devaluation of the Argentine peso against the U.S. dollar on the peso-denominated deferred tax liability |
| | | | recognized at the time of acquisition, as well as income tax rate changes over the periods. |
| | | | Changes in the Company’s investment in MSC for the year ended December 31, 2022 and 2021 is as follows: |
| | | | | December 31, 2022 | December 31, 2021 |
| | | | Investment in MSC, beginning of period | $ | | | | 90,961 | $ | 108,326 |
| | | | Attributable net income from MSC | | | | | 6,303 | 132 |
| | | | Amortization of fair value increments | | | | | (4,155) | (8,331) |
| | | | Income tax recovery | | | | | 628 | 666 |
| | | | Dividend distribution received | | | | | (286) | (9,832) |
| | | | Investment in MSC, end of period | $ | | | | 93,451 | $ | 90,961 |
| | | | A summary of the key assets and liabilities of MSC as at December 31, 2022 and 2021, before and after adjustments for |
| | | | fair value increments arising from the purchase price allocation, are as follows: |
| | | | | | | | | | | Balance excluding | Balance including |
| | | | As at December 31, 2022 | | | | FV increments | Adjustments | FV increments |
| | | | Current assets | $ | | 98,956 $ | 1,103 $ | 100,059 |
| | | | Total assets | $ | | 204,671 $ | 81,434 $ | 286,105 |
| | | | Current liabilities | $ | | (60,584) $ | — $ | (60,584) |
| | | | Total liabilities | $ | | (82,185) $ | (1,295) $ | (83,480) |
| | | 105 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | | Balance excluding | | | Balance including |
| | | | | As at December 31, 2021 | FV increments | | Adjustments | FV increments |
| | | | | Current assets | $ | | | | | 89,876 $ | 469 $ | | | 90,345 |
| | | | | Total assets | $ | 180,302 $ | | 89,975 $ | 270,277 |
| | | | | Current liabilities | $ | | | | | (51,244) $ | | — $ | (51,244) |
| | | | | Total liabilities | $ | | | | | (82,075) $ | (2,577) $ | | | (84,652) |
| | | | | |
| | | | | NOTE 10 LEASE LIABILITIES |
| | | | | The Company’s lease obligations include equipment, vehicles and office space. Leased assets are included in plant and |
| | | | | equipment (Note 8). The terms and conditions contained in the Company’s leases do not contain variable components. |
| | | | | Lease liabilities as at December 31, 2022 and 2021 are as follows: |
| | | | | | | | | | | | Total discounted lease liabilities |
| | | | | | | | December 31, 2022 | December 31, 2021 |
| | | | | Finance leases | $ | | 1,320 | | | | $ | 3,833 |
| | | | | Operating lease | 1,086 | | | 583 |
| | | | | Lease liabilities | $ | | 2,406 | | | | $ | 4,416 |
| | | | | Current portion | (1,215) | | | (2,901) |
| | | | | Long-term portion | $ | | 1,191 | | | | $ | 1,515 |
| | | | | Lease liabilities as at December 31, 2022 are recorded using a weighted average discount rate of 3.63% and 8.00% for |
| | | | | finance and operating leases and have average remaining lease terms of two years and three years, respectively. By |
| | | | | comparison, as at December 31, 2021 lease liabilities were recorded at a rate of 6.67% and 8.73% for finance and operating |
| | | | | leases and had average remaining lease term of one year and three years. |
| | | | | During the year ended December 31, 2022, the Company recorded $3.0 million (December 31, 2021 – $2.0 million) in |
| | | | | interest and other finance costs related to leases. A breakdown of the lease related costs for the year ended December 31, |
| | | | | 2022 and 2021 are as follows: |
| | | | | | | | December 31, 2022 | | December 31, 2021 |
| | | | | Finance leases: |
| | | | | Amortization of ROU assets | $ | | 2,865 | | | | $ | 1,659 |
| | | | | Interest expense | 140 | | | 329 |
| | | | | Total | $ | | 3,005 | | | | $ | 1,988 |
| | | | | Operating lease: |
| | | | | Rent expense | $ | | 152 | | | | $ | 135 |
| | | | | Future minimum undiscounted lease payments as at December 31, 2022 are as follows: |
| | | | | | | | | | | | | | | | | | | | | | | Payments due by period |
| | | 2023 | | | | | 2024 | 2025 | 2026 | | Total |
| | | | | | | | (in thousands) |
| | | | | Operating lease obligation | $ | | | 512 $ | | | | | 332 $ | 204 $ | 118 $ | | 1,166 |
| | | | | Finance lease obligations | 1,060 | | | | | 357 | 68 | 29 | | 1,514 |
| | | | | Total future minimum lease payments | $ | | | 1,572 $ | | | | | 689 $ | 272 $ | 147 $ | | 2,680 |
| | | | | Less: Imputed interest | | | | 21 |
| | | | | Total | | | | 2,701 |
| | | 106 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | NOTE 11 LONG-TERM DEBT |
| | | | $50 Million Term Loan Facility |
| | | | On August 10, 2018, the Company finalized a $50.0 million senior secured three-year term loan. Interest on the loan |
| | | | accrued at the rate of 9.75% per annum with interest due monthly and was secured by a lien on certain of the Company’s |
| | | | and its subsidiaries’ assets. |
| | | | On June 25, 2020, the Company entered into an Amended and Restated Credit Agreement (“ARCA”) which refinanced |
| | | | the outstanding $50.0 million loan and included the following revisions: |
| | | | • | Scheduled repayments were extended by two years; monthly repayments of principal in the amount of $2.0 |
| | million were due beginning on August 31, 2022, and continuing for 11 months, followed by a final principal |
| | payment of $26.0 million, and any accrued interest on August 31, 2023 (but, later extended, as described below). |
| | | | • | Additionally, the minimum working capital maintenance requirement was reduced from $10.0 million under the |
| | original term loan to $nil between June 30, 2020 through December 31, 2020, and from $10.0 million to $2.5 |
| | million from March 31, 2021 until the end of 2021. The working capital requirement increased to $5.0 million at |
| | March 31, 2022, $7.0 million at June 30, 2022, and $10 mil ion at September 30, 2022, and each fiscal quarter |
| | thereafter (further amended, see below). |
| | | | • | The Company issued 209,170 shares of common stock valued at $1,875,000 to the lenders as consideration for |
| | the maintenance, continuation, and extension of the maturity date of the loan. The value of the shares plus the |
| | unamortized costs of the original term loan are being amortized over the modified term of the loan. |
| | | | • | Sprott Private Resource Lending II (Collector), LP replaced Royal Capital Management Corp. as the |
| | administrative agent and lender. An affiliate of Robert R. McEwen remained as a lender. The remaining principal |
| | terms of the original agreement remained unchanged. |
| | | | On March 31, 2022, further amendments were made to the ARCA which refinanced the outstanding $50.0 million loan |
| | | | and which terms differed in material respects from the previous amendment as follows: |
| | | | • | Scheduled repayments of the principal were extended by 18 months thereafter; monthly repayments of principal |
| | in the amount of $2.0 million are now due beginning on August 31, 2023, and continuing for 18 months, followed |
| | by a final principal payment of $12.0 million, and any accrued interest on March 31, 2025. |
| | | | • | The minimum working capital maintenance requirement was reduced from $10.0 million under the amended term |
| | loan to $5.0 million at March 31, 2022 and until March 31, 2023. The working capital requirement increases to |
| | $7.0 million at June 30, 2023 and $10 million at September 30, 2023 and each fiscal quarter thereafter. |
| | | | • | The Company issued shares of common stock valued at $0.5 million to the unaffiliated lender as consideration |
| | for the maintenance, continuation, and extension of the maturity date of the loan. The value of the shares plus the |
| | unamortized costs of the original term loan are being amortized over the modified term of the loan. |
| | | | The remaining principal terms of the original agreement remained unchanged. The Company is currently in full compliance |
| | | | with all covenants under the ARCA. |
| | | | $15 Million Subordinated Promissory Note |
| | | | On March 31, 2022, the Company issued a $15.0 million unsecured subordinated promissory note to a company controlled |
| | | | by Robert R. McEwen, the Chairman and Chief Executive Officer of the Company (“Promissory Note”). The Promissory |
| | | | Note is payable in full on or before September 25, 2025, interest is payable monthly at a rate of 8% per annum. The |
| | | | promissory note is subordinated to the ARCA loan facility. |
| | | 107 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | A reconciliation of the Company’s long-term debt for the year ended December 31, 2022 and 2021 is as follows: |
| | | | | | Year ended December | | Year ended |
| | | | | | 31, 2022 | December 31, 2021 |
| | | | Balance, beginning of period | $ | 48,866 | | $ | 48,160 |
| | | | Promissory note - initial recognition | | 15,000 | — |
| | | | Interest expense | | 5,488 | 5,581 |
| | | | Interest payments | | (4,875) | (4,875) |
| | | | Financing fee | | (500) | — |
| | | | Balance, end of period | $ | 63,979 | | $ | 48,866 |
| | | | Less: current portion | | 10,000 | — |
| | | | Long-term portion | $ | 53,979 | | $ | 48,866 |
| | | | NOTE 12 RECLAMATION AND REMEDIATION LIABILITIES |
| | | | The Company is responsible for reclamation of certain past and future disturbances at its properties. The most significant |
| | | | properties subject to these obligations are the Gold Bar and Tonkin properties in Nevada, the Fox Complex properties in |
| | | | Canada, and the El Gallo mine in Mexico. |
| | | | A reconciliation of the Company’s asset retirement obligations for the years ended December 31, 2022 and 2021 are as |
| | | | follows: |
| | | | | | | | | December 31, 2022 | | | December 31, 2021 |
| | | | Reclamation and remediation liability, beginning balance | $ | 35,452 | | $ | 34,000 |
| | | | Settlements | | (774) | (2,225) |
| | | | Accretion of liability | | 2,354 | | | 2,405 |
| | | | Revisions to estimates and discount rate | | 5,664 | | | 1,257 |
| | | | Foreign exchange revaluation | | (850) | 15 |
| | | | Reclamation and remediation liability, ending balance | $ | 41,846 | | $ | 35,452 |
| | | | Less: current portion | | 12,576 | 5,761 |
| | | | Long-term portion | $ | 29,270 | | $ | 29,691 |
| | | | The adjustment reflecting updated estimates for the year ended December 31, 2022, primarily relates to a $3.2 million |
| | | | increase in obligations in Gold Bar, $1.2 million increase in obligations in Tonkin Springs and $1.3 million increase in |
| | | | obligations in El Gallo. By comparison, as at December 31, 2021, $0.5 million increase in obligations relates to Gold Bar, |
| | | | $0.1 million increase - Tonkin Springs and $0.6 million increase - Fox Complex. |
| | | | Reclamation expense in the Statement of Operations includes adjustments for updates in the reclamation liability for |
| | | | properties that do not have reserves in compliance with S-K 1300. Reclamation accretion for all properties is as follows: |
| | | | | | | | | | Year ended December 31, |
| | | | | 2022 | | | 2021 | 2020 |
| | | | Reclamation adjustment reflecting updated estimates | $ | | 991 $ | 1,045 $ | (113) |
| | | | Reclamation accretion | 2,354 | 2,405 | 1,901 |
| | | | Total | $ | | 3,345 | 3,450 $ | 1,788 |
| | | 108 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | NOTE 13 SHAREHOLDERS’ EQUITY |
| | | | Share Consolidation and Articles of Amendment |
| | | | Effective after the close of trading on July 27, 2022, the Company filed Articles of Amendment to its Second Amended |
| | | | and Restated Articles of Incorporation with the Colorado Secretary of State to, among other items, effect a one-for-ten |
| | | | reverse split of its outstanding common stock. This reverse split, or consolidation, resulted in every 10 shares of common |
| | | | stock outstanding immediately prior to the effective date being converted into one share of common stock after the effective |
| | | | date. The consolidation was effected following approval by the shareholders in order for the Company to regain compliance |
| | | | with the NYSE (the “New York Stock Exchange”) listing requirements, specifically those requiring a minimum share |
| | | | trading price of $1 per share. The consolidation was effective for trading purposes on July 28, 2022. Following the |
| | | | consolidation, the company purchased fractional shares resulting from the split. |
| | | | The Articles of Amendment also served to reduce the Company’s authorized capital from 675,000,002 shares to |
| | | | 200,000,002 shares, with 200,000,000 shares being common stock and 2 shares being a special preferred stock. |
| | | | Equity Issuances |
| | | | Equity Financing |
| | | | During the year ended December 31, 2021, the Company completed a registered direct offering of common stock and |
| | | | issued 3,000,000 shares priced at $10.50 per share for gross proceeds of $31.5 million. Total issuance costs amounted to |
| | | | $1.7 million for net proceeds of $29.9 million. |
| | | | Flow-Through Shares Issuance – Canadian Exploration Expenditures (“CEE”) On March 2, 2022, the Company issued 1,450,000 flow-through common shares priced at $10.40 per share for gross |
| | | | proceeds of $15.1 million. The proceeds of this offering have been or will be used for the continued development of the |
| | | | Company’s properties in the Timmins region of Canada. The total proceeds were allocated between the sale of tax benefits |
| | | | and the sale of common shares. The total issuance costs related to the issuance of the flow-through shares were $0.8 |
| | | | million, which were accounted for as a reduction to the value of the common shares. The net proceeds of $14.4 million |
| | | | were allocated between the sale of tax benefits in the amount of $4.1 million and the sale of common shares in the amount |
| | | | of $10.3 million. |
| | | | On December 31, 2020, the Company issued 766,990 flow-through common shares priced at $12.80 per share for gross |
| | | | proceeds of $9.8 million. The purpose of this offering was to fund exploration activities on the Company’s properties in |
| | | | the Timmins region of Canada. No issuance costs were incurred as part of this issuance. Proceeds of $9.8 million were |
| | | | allocated between the sale of tax benefits in the amount of $2.1 million and the sale of common shares in the amount of |
| | | | $7.7 million. On September 10, 2020, the Company issued 629,816 flow-through common shares priced at $16.50 per share for gross |
| | | | proceeds of $10.4 million. The purpose of this offering was also to fund exploration activities on the Company’s properties |
| | | | in the Timmins region of Canada. The total issuance costs related to the issuance of the flow-through shares were $0.6 |
| | | | million, which were accounted for as a reduction to the common shares. The net proceeds of $9.8 million were allocated |
| | | | between the sale of tax benefits in the amount of $2.0 million and the sale of common shares in the amount of $7.8 million. |
| | | | The Company is required to spend these flow-through share proceeds on flow-through eligible CEE as defined by |
| | | | subsection 66.1(6) of the Income Tax Act (Canada). As of December 31, 2022, the Company had incurred a total of $21.4 |
| | | | million in eligible CEE ($12.7 million as of December 31, 2021). The Company expects to fulfill its remaining CEE |
| | | | commitments from its most recent common share flow through offering of $15.1 million by the end of 2023. |
| | | 109 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | Flow-Through Shares Issuance – Canadian Development Expenses (“CDE”) |
| | | | On January 29, 2021, the Company issued 1,260,060 flow-through common shares priced at $10.10 per share for gross |
| | | | proceeds of $12.7 million. The purpose of this offering was to fund the continued development of the Froome Mine. The |
| | | | total issuance costs related to the issuance of the flow-through shares were $0.7 million, which were accounted for as a |
| | | | reduction to the common shares. The net proceeds of $12.0 million were allocated between the sale of tax benefits in the |
| | | | amount of $1.2 million and the sale of common shares in the amount of $10.8 million. |
| | | | The Company is required to spend these flow-through share proceeds on flow-through eligible CDE as defined by |
| | | | subsection 66.2(5) of the Income Tax Act (Canada). The Company satisfied the total of $12.7 million CDE requirement |
| | | | during 2021. |
| | | | November 2019 Offering |
| | | | On November 20, 2019 (the “November Offering”), the Company issued 3,775,000 Units at $13.25 per Unit, for net |
| | | | proceeds of $46.6 million (net of issuance costs of $3.5 million). Each Unit consisted of one share of common stock and |
| | | | one-half of one warrant. Ten whole warrants are exercisable at any time for one share of common stock of the Company |
| | | | at a price of $17.22, subject to customary adjustments, expiring five years from the date of issuance. The warrants provide |
| | | | for cashless exercise under certain conditions. The warrants under the November Offering are listed for trading on an over |
| | | | the counter market. |
| | | | The Company concluded that both common stock and warrants are equity-linked financial instruments and should be |
| | | | accounted for permanently in the shareholders’ equity section in the Consolidated Balance Sheets, with no requirement to |
| | | | subsequently revalue any of the instruments. Of the net proceeds of $46.6 million, $37.3 million was allocated to common |
| | | | stock and $9.3 million was allocated to warrants, based on their relative fair values at issuance. |
| | | | The Company used the Black-Scholes pricing model to determine the fair value of warrants issued in connection with the |
| | | | November Offering using the following assumptions: |
| | | | | November 20, 2019 |
| | | | Risk-free interest rate | | 1.55 % |
| | | | Dividend yield | | 0.00 % |
| | | | Volatility factor of the expected market price of common stock | | 60 % |
| | | | Weighted-average expected life | | 5 years |
| | | | Weighted-average grant date fair value | $ | 0.52 |
| | | | As of December 31, 2022, 2,170,625 warrants issued under the November Offering remain outstanding and unexercised. |
| | | | The warrants expire in November 2024. |
| | | | Stock Options |
| | | | The Company’s Amended and Restated Equity Incentive Plan (“Plan”) allows for equity awards to be granted to |
| | | | employees, consultants, advisors, and directors. The Plan is administered by the Compensation Committee of the Board |
| | | | of Directors (“Committee”), which determines the terms pursuant to which any award is granted. The Committee may |
| | | | delegate to certain officers the authority to grant awards to certain employees (other than such officers), consultants and |
| | | | advisors. | The number of shares of common stock reserved for issuance thereunder is 1.75 million shares, including shares |
| | | | issued under the Plan before it was amended, with no more than 1 million shares subject to grants of options to an individual |
| | | | in a calendar year. The Plan provides for the grant of incentive options under Section 422 of the Internal Revenue Code, |
| | | | which provide potential tax benefits to the recipients compared to non-qualified options. |
| | | 110 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | As of December 31, 2022, 447,787 options were outstanding under the plan (December 31, 2021 – 616,958). |
| | | | Shareholder Distributions |
| | | | Pursuant to the ARCA (Note 11), the Company is prevented from paying any dividends on its common stock, so long as |
| | | | the loan is outstanding. |
| | | | Stock-Based Compensation |
| | | | The following table summarizes information about stock options outstanding under the Plan at December 31, 2022: |
| | | | | Weighted |
| | | | | | Weighted | Average |
| | | | | | Average | Remaining |
| | | Number of | | | Exercise | Contractual | | Intrinsic |
| | | Shares | | | Price | Life (Years) | | Value |
| | | | | | (in thousands, except per share and year data) | |
| | | | Balance at December 31, 2019 | 527 $ | | | 20.02 | | 3.0 $ | 364 |
| | | | Granted | 510 | | | 12.24 | | — | — |
| | | | Exercised | (14) | | | 10.20 | | — | 10 |
| | | | Forfeited | (197) | | | 21.79 | | — | 2 |
| | | | Expired | (125) | | | 11.85 | | — | — |
| | | | Balance at December 31, 2020 | 701 $ | | | 15.51 | | 4.2 $ | 53 |
| | | | Granted | 95 | | | 12.21 | | — | — |
| | | | Exercised | — | | | | | | | — | — | 10 |
| | | | Forfeited | (159) | | | 14.56 | | — | 2 |
| | | | Expired | (20) | | | 71.00 | | — | — |
| | | | Balance at December 31, 2021 | 617 $ | | | 13.43 | | 4.2 $ | 53 |
| | | | Forfeited | (159) | | | 12.27 | | — | 2 |
| | | | Expired | (10) | | | 27.80 | | — | — |
| | | | Balance at December 31, 2022 | 448 $ | | | 13.43 | | 2.6 $ | — |
| | | | Exercisable at December 31, 2022 | 321 $ | | | 13.81 | | 2.6 $ | — |
| | | | Stock options have been granted to key employees, directors and consultants under the Plan. Options to purchase shares |
| | | | under the Plan were granted at or above the market value of the common stock as of the date of the grant. During the year |
| | | | ended December 31, 2021, the Company granted stock options to certain employees and directors for an aggregate of 0.1 |
| | | | million shares of common stock at a weighted average exercise price of $12.20 per share. The options vest equally over a |
| | | | three-year period if the individuals remain affiliated with the Company (subject to acceleration of vesting in certain events) |
| | | | and are exercisable for a period of five years from the date of grant. |
| | | | The fair value of the options granted under the Plan was estimated at the date of grant, using the Black-Scholes option- |
| | | | pricing model, with the following weighted-average assumptions: |
| | | | | | 2022 | 2021 | | | | 2020 |
| | | | Risk-free interest rate | | - | | | | 0.519% to 0.873% 0.157% to 0.322% |
| | | | Dividend yield | | - | 0.00% | | 0.00% |
| | | | Volatility factor of the expected market price of common stock | | - | | 63% | | 59% |
| | | | Weighted-average expected life of option | | - | 3.5 years | | 3.5 years |
| | | | Weighted-average grant date fair value | | - | | | | $ | 1.22 | | $ | 1.22 |
| | | 111 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | During the year ended December 31, 2022, the Company recorded stock option expense of $0.3 million (2021 – |
| | | | $0.8 million, 2020 – $0.6 million) while the corresponding fair value of awards vesting in the period was $0.8 million |
| | | | (2021 – $0.8 million and 2020 – $0.1 million). |
| | | | As of December 31, 2022, there was $0.1 million (2021 – $0.6 million, 2020 - $1.4 million) of unrecognized compensation |
| | | | expense related to 0.4 million (2021 – 0.4 million, 2020 – 0.6 million) unvested stock options outstanding. This cost is |
| | | | expected to be recognized over a weighted-average period of approximately 0.9 years (2021 – 1.4 years, 2020 – 1.6 years). |
| | | | The following table summarizes the status and activity of non-vested stock options for the year ended December 31, 2022, |
| | | | for the Company’s Plan and the replacement options from the acquisition of Lexam: |
| | | | | Weighted Average |
| | | | | Grant Date |
| | | | | | Number of | Fair Value |
| | | | | | Shares | Per Share |
| | | | | | (in thousands, except per share amounts) |
| | | | Non-vested, beginning of year | | | 390 $ | 4.26 |
| | | | Granted | | | — $ | - |
| | | | Cancelled/Forfeited | | | (99) $ | 4.16 |
| | | | Vested | | | (165) $ | 4.40 |
| | | | Non-vested, end of year | | | 126 $ | 4.15 |
| | | | NOTE 14 NET LOSS PER SHARE |
| | | | Basic net income (loss) per share is computed by dividing the net income or (loss) available to common shareholders by |
| | | | the weighted average number of common shares outstanding during the period. Diluted net income per share is computed |
| | | | similarly except that the weighted average number of common shares is increased to reflect all dilutive instruments. Diluted |
| | | | net income per share is calculated using the treasury stock method. In applying the treasury stock method, employee stock |
| | | | options with an exercise price greater than the average quoted market price of the common shares for the period outstanding |
| | | | are not included in the calculation of diluted net income per share as the impact would be anti-dilutive. Potentially dilutive |
| | | | instruments are not considered in calculating the diluted loss per share, as their effect would be anti-dilutive. |
| | | | Below is a reconciliation of the basic and diluted weighted average number of common shares and the computations for |
| | | | basic and diluted net (loss) per share for the years ended December 31, 2022, 2021 and 2020: |
| | | | | | | | | | | | Year ended December 31, |
| | | | | | 2022 | 2021 | | | 2020 |
| | | | | | | | | (amounts in thousands, unless otherwise noted) |
| | | | Net loss | | | | | $ | (81,075) $ (56,712) $ (152,325) |
| | | | Weighted average common shares outstanding | | 47,427 | 45,490 | | | 40,346 |
| | | | Diluted shares outstanding | | 47,427 | 45,490 | | | 40,346 |
| | | | Net loss per share - basic and diluted | | | | | $ | (1.71) $ | (1.25) $ | | | (3.78) |
| | | | For the years ended December 31, 2022, 2021 and 2020, all outstanding options to purchase shares of common stock and |
| | | | share purchase warrants were excluded from the respective computations of diluted loss per share, as the Company was in |
| | | | a loss position, and all potentially dilutive instruments were anti-dilutive and therefore not included in the calculation of |
| | | | diluted net loss per share. |
| | | 112 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | NOTE 15 RELATED PARTY TRANSACTIONS |
| | | | The Company incurred the following expense in respect to the related parties outlined below during the periods presented: |
| | | | | | | | | | Year ended December 31, |
| | | | | 2022 | 2021 | 2020 |
| | | | Lexam L.P. | | | | $ | — $ | 78 | $ | 99 |
| | | | REVlaw | | | | | 366 | 347 | | 158 |
| | | | The Company has the following outstanding accounts payable balance in respect to the related parties outlined below: |
| | | | | | | | December 31, 2022 | December 31, 2021 |
| | | | REVlaw | 112 | | 137 |
| | | | REVlaw is a company owned by Ms. Carmen Diges, General Counsel of the Company. The legal services of Ms. Diges |
| | | | as General Counsel and other support staff, as needed, are provided by REVlaw in the normal course of business and have |
| | | | been recorded at their exchange amount. |
| | | | An affiliate of Mr. McEwen participated as a lender in the $50.0 million term loan by providing $25.0 million of the total |
| | | | $50.0 million funding and continued as such under the ARCA. During the year ended December 31, 2022, the Company |
| | | | paid $2.4 million (year ended December 31, 2021 – $2.8 million) in interest to this affiliate. Furthermore, pursuant to the |
| | | | ARCA, 104,585 shares of common stock valued at $0.9 million were issued to the affiliate. The payments to the affiliate |
| | | | of Mr. McEwen are on the same terms as the non-affiliated lender (Note 11). |
| | | | On March 31, 2022, the Company issued a $15.0 million unsecured subordinated promissory note to a company controlled |
| | | | by Mr. McEwen. The Promissory Note is payable in full on or before September 25, 2025, interest is payable monthly at |
| | | | a rate of 8% per annum and is subordinated to the ARCA loan facility. The amount of interest paid during the year ended |
| | | | December 31, 2022, is $0.9 million (Note 11). |
| | | | On August 23, 2021, an affiliate of Mr. McEwen participated in the Series B private placement offering conducted by |
| | | | McEwen Copper (Note 20). |
| | | | NOTE 16 FAIR VALUE ACCOUNTING |
| | | | As required by accounting guidance, certain assets and liabilities are classified in their entirety based on the lowest level |
| | | | of input that is significant to the fair value measurement. |
| | | | Warrants |
| | | | Upon initial recognition, the warrants received as part of the asset sale to Nevgold (Note 4) were fair valued using the |
| | | | Black-Scholes valuation model as they are not quoted in an active market. Subsequently, the warrants have been accounted |
| | | | for as equity investment at cost. Average volatility of 94.6% was determined based on a selection of similar junior mining |
| | | | companies. The warrants are exercisable upon receipt and have an exercise price of $0.60 per share and expire June 23, |
| | | | 2023. As of December 31, 2022, no warrants related to the Nevgold transaction have been exercised. |
| | | 113 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | Assets and liabilities measured at fair value on a recurring basis |
| | | | The following tables identify the Company’s assets and liabilities measured at fair value on a recurring basis (at least |
| | | | annually) by level within the fair value hierarchy as at December 31, 2022 and 2021, as reported in the Consolidated |
| | | | Balance Sheets: |
| | | | | | | | | | | | | | | | Fair value as at December 31, 2022 | | | | | | Fair value as at December 31, 2021 |
| | | Level 1 | | Level 2 | Total | Level 1 | Level 2 | Total |
| | | | Marketable equity securities | $ 1,133 $ | | — $ 1,133 $ 1,644 $ | | | — | $ 1,644 |
| | | | Total investments | $ 1,133 $ | | — $ 1,133 $ 1,644 $ | | | — $ 1,644 |
| | | | The Company’s investments as at December 31, 2022 mainly consist of marketable equity securities which are exchange- |
| | | | traded and are valued using quoted market prices in active markets and as such are classified within Level 1 of the fair |
| | | | value hierarchy. The fair value of the investments is calculated as the quoted market price of the marketable equity security |
| | | | multiplied by the quantity of shares held by the Company. |
| | | | The fair value of other financial assets and liabilities were assumed to approximate their carrying values due to their short- |
| | | | term nature and historically negligible credit losses. |
| | | | NOTE 17 COMMITMENTS AND CONTINGENCIES |
| | | | Commitments |
| | | | The following are minimum commitments of the Company as at December 31, 2022, and related payments due over the |
| | | | following five years: |
| | | | | | | | | Payments due by period |
2023 | | | 2024 | | | 2025 | | | 2026 | Thereafter | Total |
| | | | Mining and surface rights | | | | | | $ | 1,555 | $ | | | 1,401 | | $ | 607 | $ | | | 600 | $ | 52 | $ | 4,215 |
| | | | Exploration - Los Azules | 29,428 | | | — | | | — | | | — | — | 29,428 |
| | | | Exploration - Other | 13,155 | | | — | | | — | | | — | — | 13,155 |
| | | | Reclamation costs(1) | 12,815 | | | 1,400 | | 1,744 | | | | 3,068 | 32,821 | 51,849 |
| | | | Long-term debt | 14,712 | | | 26,833 | | 16,337 | | | | — | — | 57,882 |
| | | | Lease obligations | 1,572 | | | 689 | | | 272 | | | 147 | — | 2,680 |
| | | | Total | | | | | | $ | 73,237 $ | | | 30,324 $ | | 18,960 $ | | | | 3,815 $ | 32,873 $ 159,209 |
| | | | (1) Amounts presented represent the undiscounted uninflated future payments. |
| | | | Reclamation Bonds |
| | | | As part of its ongoing business and operations, the Company is required to provide bonding for its environmental |
| | | | reclamation obligations of $27.8 million in Nevada pertaining primarily to the Tonkin and the Gold Bar properties and |
| | | | $11.5 million (C$15.6 million) in Canada with respect to the Black Fox Complex. In addition, under Canadian regulations, |
| | | | the Company was required to deposit approximately $0.1 million with respect to its Lexam properties in Timmins, which |
| | | | is recorded as non-current restricted cash (Note 18). |
| | | | Surety Bonds |
| | | | As at December 31, 2022, the Company had a surety facility in place to cover all its bonding obligations, which include |
| | | | $25.3 million of bonding in Nevada and $11.5 million (C$15.6 million) of bonding in Canada. The terms of the facility |
| | | 114 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | carry an average annual financing fee of 2.3% and require a deposit of 10%. The surety bonds are available for draw-down |
| | | | by the beneficiary in the event the Company does not perform its reclamation obligations. If the specific reclamation |
| | | | requirements are met, the beneficiary of the surety bonds will release the instrument to the issuing entity. The Company |
| | | | believes it is in compliance with all applicable bonding obligations and will be able to satisfy future bonding requirements, |
| | | | through existing or alternative means, as they arise. As at December 31, 2022, the Company recorded $3.8 million in |
| | | | restricted cash as a deposit against the surety facility (Note 18). |
| | | | Streaming Agreement |
| | | | As part of the acquisition of the Fox Complex in 2017, the Company assumed a gold purchase agreement (streaming |
| | | | contract) related to production, if any, from certain claims. Under the streaming contract, the Company is obligated to sell |
| | | | 8% of gold production from the Black Fox mine and 6.3% from the adjoining Pike River property (Black Fox Extension) |
| | | | to Sandstorm Gold Ltd. at the lesser of market price or $561 per ounce (with inflation adjustments of up to 2% per year) |
| | | | until 2090. |
| | | | The Company records revenue on these shipments based on the contract price at the time of delivery to the customer. |
| | | | During the year ended December 31, 2022, the Company recorded revenue of $1.7 million (2021 – $1.3 million) related |
| | | | to the gold stream sales. |
| | | | Flow-through Eligible Expenses |
| | | | On March 2, 2022, the Company completed a flow-through share issuance for gross proceeds of $15.1 million. The |
| | | | proceeds of this offering were used for the continued development of the Company’s properties in the Timmins region of |
| | | | Canada. As of December 31, 2022, the Company has incurred $1.0 million of the required CEE spend and expects to fulfill |
| | | | the remaining $14.0 million of CEE commitments by the end of 2023 (Note 13). | |
| | | | Prepayment Agreement |
| | | | On July 27, 2022, the Company entered into a precious metals purchase agreement with Auramet. Under this agreement, |
| | | | the Company may sell the gold on a Spot Basis, on a Forward Basis and on a Supplier Advance basis, i.e. the gold is priced |
| | | | and paid for while the gold is: |
| | (i) | at a mine for a maximum of 15 business days before shipment; or |
| | (ii) | in-transit to a refinery; or |
| | (iii) | while being refined at a refinery. |
| | | | During the year ended December 31, 2022, the Company received net proceeds of $46.0 million from the sales on a |
| | | | Supplier Advance Basis. The Company recorded revenue of $40.6 million related to the gold sales, with the remaining |
| | | | $6.2 million representing 3,500 ounces pledged but not yet delivered to Auramet, recorded as a contract liability on the |
| | | | Consolidated Balance Sheets. |
| | | | Other potential contingencies |
| | | | The Company’s mining and exploration activities are subject to various laws and regulations governing the protection of |
| | | | the environment. These laws and regulations are continually changing and generally becoming more restrictive. The |
| | | | Company conducts its operations so as to protect public health and the environment, and believes its operations are |
| | | | materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the |
| | | | future, expenditures to comply with such laws and regulations. |
| | | 115 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | The Company and its predecessors have transferred their interest in several mining properties to third parties throughout |
| | | | its history. The Company could remain potentially liable for environmental enforcement actions related to its prior |
| | | | ownership of such properties. However, the Company has no reasonable belief that any violation of relevant environmental |
| | | | laws or regulations has occurred regarding these transferred properties. |
| | | | NOTE 18 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH |
| | | | The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the |
| | | | Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash |
| | | | Flows: |
| | | | | | December 31, 2022 | December 31, 2021 |
| | | | Cash and cash equivalents | | $ | 39,782 | $ | | | 54,287 |
| | | | Restricted cash - current | - | | | 2,550 |
| | | | Restricted cash - non-current | | | 3,797 | 3,797 |
| | | | Total cash, cash equivalents, and restricted cash | | $ | 43,579 | $ | | | 60,634 |
| | | | As of December 31, 2022, of $43.6 million of cash and cash equivalents, $2.5 million in cash and $35.6 million in bankers’ |
| | | | acceptance notes with maturity dates between 34 to 81 days are held by McEwen Copper. The non-current portion of |
| | | | restricted cash includes deposits related to the Company’s reclamation obligations and surety facility (Note 17). |
| | | | NOTE 19 INCOME AND MINING TAXES |
| | | | The Company’s income and mining tax (expense)/recovery consisted of: |
| | | | | | 2022 | 2021 | | | | 2020 |
| | | | United States | | | | | $ | — | $ | — | $ | | | — |
| | | | Foreign | | 7,663 | — | | | — |
| | | | Current tax expense | | | | | $ | 7,663 | $ | — | $ | | | — |
| | | | United States | | | | | $ | — | $ | (387) $ | (817) |
| | | | Foreign | | (1,856) | (6,928) | (573) |
| | | | Deferred tax recovery | | | | | $ | (1,856) $ | (7,315) $ | (1,390) |
| | | | United States | | | | | $ | — | $ | (387) $ | (817) |
| | | | Foreign | | 5,806 | (6,928) | (573) |
| | | | Total income and mining tax expense/(recovery) | | | | | $ | 5,806 | $ | (7,315) $ | (1,390) |
| | | | The Company’s net loss before income and mining tax consisted of: |
| | | | | | 2022 | 2021 | 2020 |
| | | | United States | | | | | $ | (20,618) $ | (24,808) $ | (127,524) |
| | | | Foreign | | (59,670) | (39,391) | (26,191) |
| | | | Loss before income and mining taxes | | | | | $ | (80,288) $ | (64,199) $ | (153,715) |
| | | 116 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | A reconciliation of the tax provision for 2022, 2021 and 2020 at statutory U.S. Federal and State income tax rates to the |
| | | | actual tax provision recorded in the financial statements is computed as follows: |
| | | | Expected tax recovery at | 2022 | 2021 | | 2020 |
| | | | Loss before income and mining taxes | | | | $ | (80,288) $ | (64,199) $ | (153,715) |
| | | | Statutory tax rate | 21% | 21% | 21% |
| | | | US Federal and State tax expense at statutory rate | (16,860) | (13,482) | (32,280) |
| | | | Reconciling items: |
| | | | Equity pickup in MSC | (583) | 1,326 | 374 |
| | | | Deferred foreign income inclusion | — | — | 795 |
| | | | Realized flow-through expenditures | 2,169 | 6,148 | 496 |
| | | | Realized flow-through premium | (2,011) | (3,486) | (338) |
| | | | Adjustment for foreign tax rates | (8,384) | (3,039) | (2,043) |
| | | | Deferred mining tax liability | 116 |
| | | | Permanent differences | 31,369 | 9,353 | (2,546) |
| | | | NOL expires and revisions | — | 241 | 1,066 |
| | | | Valuation allowance | (10) | (4,377) | 33,086 |
| | | | Income and mining tax expense (recovery) | | | | $ | 5,806 $ | (7,315) $ | (1,390) |
| | | | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax |
| | | | liabilities as at December 31, 2022 and 2021 respectively are presented below: |
| | | | | | | | | 2022 | 2021 | |
| | | | Deferred tax assets: |
| | | | Net operating loss carryforward | $ | | | | 65,174 | $ | 70,830 |
| | | | Mineral Properties | | | | | 69,326 | 59,426 |
| | | | Other temporary differences | | | | | 22,433 | 29,009 |
| | | | Total gross deferred tax assets | | | | | 156,933 | 159,265 |
| | | | Less: valuation allowance | (149,342) | | (149,921) |
| | | | Net deferred tax assets | $ | | | | 7,591 | $ | 9,344 |
| | | | Deferred tax liabilities: |
| | | | Acquired mineral property interests | | | | | (7,746) | (9,344) |
| | | | Total deferred tax liabilities | $ | | | | (7,746) | $ | (9,344) |
| | | | Deferred income and mining tax liability | $ | | | | (155) | $ | — |
| | | | The Company reviews the measurement of its deferred tax assets at each balance sheet date. On the basis of available |
| | | | information at December 31, 2022, the Company has provided a valuation allowance for certain of its deferred assets |
| | | | where the Company believes it is more likely than not that some portion or all of such assets will not be realized. |
| | | | The table below summarizes changes to the valuation allowance: |
| | | Balance at | | | | | | | Balance at |
| | For the year ended December 31, | beginning of year | | | | | | | | Additions(a) | Deductions(b) | end of year |
| 2022 | $ | | | 149,921 $ | | 6,600 $ | (7,179) $ | 149,342 |
| 2021 | | 154,298 | | 4,058 | (8,435) | 149,921 |
| 2020 | | 121,212 | | 39,794 | (6,708) | 154,298 |
| | | | (a) The additions to valuation allowance mainly result from the Company and its subsidiaries incurring losses and exploration |
| | | | expenses for tax purposes which do not meet the more-likely-than-not criterion for recognition of deferred tax assets. |
| | | 117 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | (b) The reductions to valuation allowance mainly result from release of valuation allowance, expiration of the Company’s tax |
| | | | attributes, foreign exchange reductions of tax attributes in Canada, Mexico and Argentina and inflationary adjustments to tax |
| | | | attributes in Argentina. |
| | | | As at December 31, 2022, 2021 and 2020, the Company did not have any income-tax related accrued interest and tax |
| | | | penalties. |
| | | | The following table summarizes the Company’s losses that can be applied against future taxable profit: |
| Country | | | | Type of Loss | Amount | Expiry Period |
| United States(a) | | Net-operating losses | | | $ | 197,714 | 2027-Unlimited |
| Mexico | | Net-operating losses | | | 46,842 | 2023-2032 |
| Canada(a) | | Net-operating losses | | | 35,576 | 2025-2040 |
| Argentina(a) | | Net-operating losses | | | 1,288 | 2023-2027 |
| | | | (a) The losses in the United States, Canada, and Argentina are part of multiple consolidating groups, and therefore, may be restricted |
| | | | in use to specific projects. |
| | | | The Company or its subsidiaries file income tax returns in the United States, Canada, Mexico, and Argentina. These tax |
| | | | returns are subject to examination by local taxation authorities provided the tax years remain open to audit under the |
| | | | relevant statute of limitations. The following summarizes the open tax years by major jurisdiction: United States: 2018 to 2022 |
| | | | Canada: 2014 to 2022 |
| | | | Mexico: 2017 to 2022 |
| | | | Argentina: 2017 to 2022 |
| | | | NOTE 20 NON-CONTROLLING INTERESTS |
| | | | On August 23, 2021, the Company’s subsidiary, McEwen Copper, closed the first tranche of a Series B private placement |
| | | | offering in which McEwen Copper issued 4,000,000 common shares at a price of $10.00 per share for gross proceeds of |
| | | | $40.0 million. An affiliate of Mr. McEwen purchased all the shares in this first tranche. As of August 23, 2021 and |
| | | | December 31, 2021, the affiliate held 18.6% ownership of McEwen Copper. As of September 30, 2022, this ownership |
| | | | was decreased to 15.57% due to the closing of the second and the third tranches of Series B private placement offering. |
| | | | As a result of the common shares issued, the Company’s 100% ownership in McEwen Copper was reduced by 18.6% to |
| | | | 81.4%. The Company assessed 18.6% as non-redeemable non-controlling interests. Consequently, the Company recorded |
| | | | $14.9 million as non-controlling interests and $25.1 million as additional paid-in-capital on the Consolidated Balance |
| | | | Sheets in 2021. |
| | | | On June 21, 2022, McEwen Copper closed the second tranche of the Series B private placement offering in which McEwen |
| | | | Copper issued 1,500,000 additional common shares at a price of $10.00 per share for gross proceeds of $15.0 million. |
| | | | As a result of the common shares issued, the Company’s 81.4% ownership in McEwen Copper was reduced by 5.31% to |
| | | | 76.09%. The Company assessed 23.91% as non-redeemable non-controlling interests. Consequently, the Company |
| | | | recorded $7.6 million as non-controlling interests and $7.4 million as additional paid-in-capital in 2022. |
| | | | On August 31, 2022, McEwen Copper closed its third and final tranche of the Series B private placement offering under |
| | | | which McEwen Copper issued 2,685,000 additional common shares at a price of $10.00 per share for gross proceeds of |
| | | | $26.9 million. |
| | | 118 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | As a result of the common shares issued, the Company’s 76.09% ownership in McEwen Copper was reduced by 7.96% to |
| | | | 68.13%. The Company assessed 31.87% as non-redeemable non-controlling interests. Consequently, the Company |
| | | | recorded $16.1 million as non-controlling interests and $10.8 million as additional paid-in-capital in 2022. |
| | | | As of December 31, 2022, the Company recorded $5.0 million net loss attributed to non-controlling interests of 31.87% |
| | | | (December 31, 2021 - $0.2 million net loss attributed to non-controlling interests of 18.6%). |
| | | | |
| | | | NOTE 21 UNAUDITED SUPPLEMENTARY QUARTERLY INFORMATION |
| | | | The following table summarizes unaudited supplementary quarterly information for the years ended December 31, 2022 |
| | | | and 2021: |
| | | | | Three months ended |
| | | March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 |
| | | | | | (unaudited) (in thousands, except per share) |
| | | | Revenue from gold and silver sales | $ | 25,542 $ 30,647 $ | | | | 25,988 $ | 28,240 |
| | | | Gross profit (loss) | (5,994) | | 4,235 | | 1,503 | (288) |
| | | | Net loss attributable to McEwen shareholders | (19,327) | | (14,409) | | (9,976) | (37,364) |
| | | | Net loss per share: |
| | | | Basic and diluted | $ | (0.41) $ | | (0.30) $ | | (0.21) $ | (0.79) |
| | | | Weighted average shares outstanding: |
| | | | Basic and diluted | 47,369 | | 47,428 | | 47,427 | 47,428 |
| | | | | | | | | | | Three months ended |
| | | March 31, 2021 June 30, 2021 September 30, 2021 December 31, 2021 |
| | | | | | (unaudited) (in thousands, except per share) |
| | | | Revenue from gold and silver sales | $ | 23,740 | | | $ 40,706 $ | 37,129 | | | $ | 34,966 |
| | | | Gross profit (loss) | (4,986) | | 4,059 | | 344 | (5,897) |
| | | | Net loss attributable to McEwen shareholders | (12,466) | | (5,989) | | (17,401) | (20,856) |
| | | | Net loss per share: |
| | | | Basic and diluted | $ | (0.28) $ | | (0.13) $ | | (0.38) $ | (0.46) |
| | | | Weighted average shares outstanding: |
| | | | Basic and diluted | 44,179 | | 45,919 | | 45,919 | 45,490 |
| | | | NOTE 22 COMPARATIVE FIGURES |
| | | | Certain amounts in prior years have been reclassified to conform to the current year’s presentation. Reclassified amounts |
| | | | were not material to the financial statements and relate to the presentation of Other Operating Expenses. Advanced projects |
| | | | in the Statement of Operations includes mine development costs, property holding and general and administrative costs |
| | | | associated with advanced stage projects. Exploration in the Statement of Operations includes exploration expenses, |
| | | | property holding and general and administrative costs associated with exploration stage projects. General and |
| | | | Administrative in the Statement of Operations include corporate (head office) general and administrative costs. |
| | | 119 |
MCEWEN MINING INC. |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
December 31, 2022 |
| | (tabular amounts are in thousands of U.S. dollars, unless otherwise noted) (Continued) |
| | | | NOTE 23 SUBSEQUENT EVENTS |
| | | | On February 23, 2023, the Company and McEwen Copper consummated agreements pursuant to which a single investor |
| | | | purchased 2,850,000 shares of McEwen Copper common stock from that entity for gross proceeds of ARS $20.9 billion |
| | | | (the “Stellantis Private Placement”) and an additional 1,250,000 shares of McEwen Copper common stock from an indirect |
| | | | subsidiary of the Company for aggregate proceeds of ARS $9.1 billion (the “Stellantis Secondary Transaction”). In each |
| | | | transaction, the purchaser of the McEwen Copper common stock is FCA Argentina S.A., an Argentinian subsidiary of |
| | | | Stellantis N.V., a public limited liability company organized under the laws of The Netherlands (“Stellantis”). |
| | | | The Stellantis Private Placement was concluded pursuant to the terms of a Private Placement Subscription Agreement |
| | | | between McEwen Copper and Stellantis dated as of February 23, 2023 (“Subscription Agreement”). The agreement to |
| | | | purchase the common stock of McEwen Copper in the Stellantis Secondary Transaction is embodied in an Offer Agreement |
| | | | of the same date between Stellantis, the Company, McEwen Copper and certain subsidiaries of McEwen Copper (“Offer”). |
| | | | Both the Stellantis Private Placement and Stellantis Secondary Transaction closed on February 24, 2023. The parties |
| | | | entered into certain ancillary agreements in conjunction with the two transactions. |
| | | | Also on March 9, 2023, McEwen Copper and Nuton LLC, a current shareholder of McEwen Copper and subsidiary of Rio |
| | | | Tinto (“Nuton”), consummated the agreement pursuant to which Nuton exercised its preemptive rights under an existing |
| | | | shareholder agreement and agreed to purchase 350,000 shares of McEwen Copper common stock directly from McEwen |
| | | | Copper for aggregate proceeds of $6.6 million. On the same date, Nuton and the Company consummated the agreement |
| | | | pursuant to which Nuton purchased 1,250,000 shares of McEwen Copper common stock from the Company through its |
| | | | subsidiary for an aggregate purchase price of $23.4 million. |
| | | | Upon consummation of each of the Nuton transactions discussed above, the Company owns 51.9% of McEwen Copper |
| | | | common stock on a fully diluted basis, and each of Nuton and Stellantis own 14.2%. |
| | | 120 |
| ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND |
| | FINANCIAL DISCLOSURE |
| None. |
| ITEM 9A. CONTROLS AND PROCEDURES |
| During the fiscal period covered by this report, our management, with the participation of the Chief Executive Officer and |
| Chief Financial Officer of the Company, carried out an evaluation of the effectiveness of the design and operation of our |
| disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on such |
| evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered |
| by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed by |
| us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the |
| required time periods specified in the Commission’s rules and forms and are designed to ensure that information required |
| to be disclosed in our reports is accumulated and communicated to our management, including our Chief Executive Officer |
| and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. |
| There have been no changes in the Company's internal control over financial reporting during the year ended December |
| 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over |
| financial reporting. |
| Management’s report on internal control over financial reporting and the attestation report of Ernst & Young LLP, an |
| independent registered public accounting firm, are included in Item 8 | | . Financial Statements and Supplementary Data of |
| this annual report on Form 10-K. |
| ITEM 9B. OTHER INFORMATION |
| None. |
| ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
| Not applicable. |
PART III |
| ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
| Pursuant to General Instruction G of Form 10-K, the information required to be included in this Item 10 is incorporated by |
| reference to our Definitive Proxy Statement for our 2023 Annual Meeting of Shareholders, expected to be filed with the |
| SEC on or before April 30, 2023. |
| The Company has a code of business conduct and ethics that applies to all of its employees, officers and directors. The |
| code of business conduct and ethics is available on our website at www.mcewenmining.com and we will post any |
| amendments to, or waivers, from, the code of ethics on that website. |
| ITEM 11. EXECUTIVE COMPENSATION |
| Pursuant to General Instruction G of Form 10-K, the information required to be included in this Item 11 is incorporated by |
| reference to our Definitive Proxy Statement for our 2023 Annual Meeting of Shareholders, expected to be filed with the |
| SEC on or before April 30, 2023. |
121 |
PART IV |
| ITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULES |
| The exhibits listed in this Item 15 are filed or furnished (except where otherwise indicated) as part of this report: |
| | |
| 1.1 | Agency Agreement between the Company and Cantor Fitzgerald Corporation dated March 2, 2022 (incorporated |
| | by reference from the Current Report on Form 8-K filed with the SEC on March 3, 2022, Exhibit 1.1, File No. 001-33190) |
| | | | 3.1.1 | Second Amended and Restated Articles of Incorporation of the Company as filed with the Colorado Secretary of State on |
| | January 20, 2012 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on January 24, 2012, |
| | Exhibit 3.1, File No. 001 33190) |
| | | | | 3.1.2 | Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Company as filed with the |
| | Colorado Secretary of State on January 24, 2012 (incorporated by reference from the Current Report on Form 8 K filed with |
| | the SEC on January 24, 2012, Exhibit 3.2, File No. 001 33190) |
| 3.1.3 | 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 from the Current Report on the Form 8-K filed with the SEC on July 28, |
| | 2022, Exhibit 3.1, File No. 001-33190). |
| | | | | 3.2 | Amended and Restated Bylaws of the Company (incorporated by reference from the Current Report on Form 8-K filed with |
| | the SEC on March 12, 2012, Exhibit 3.2, File No. 001-33190). |
| 4.1 | Description of Capital Stock (incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended |
| | December 31, 2019, filed with the SEC on March 16, 2020, Exhibit 4.1, File No. 001-33190) |
| | | | | | 4.2 | Form of Warrant issued by the Company in connection with November 2019 financing (incorporated by reference from the |
| | Current Report on Form 8-K filed with the SEC on November 22, 2019, Exhibit 4.1, File No. 001-33190) |
| | | | | | | 10.1* | Amended and Restated Equity Incentive Plan dated as of March 17, 2015 (incorporated by reference from the Current Report |
| | on Form 8-K filed with the SEC on May 29, 2015, Exhibit 4.1, File No. 001-33190) |
| | | | | | | | 10.2 | First Amendment to the Amended and Restated Equity Incentive Plan dated April 16, 2021 (incorporated by reference from |
| | the Current Report on Form 8-K filed with the SEC on June 30, 2021, Exhibit 10.1, File No. 001-33190) |
| | | | | | | 10.3* | Form of Indemnification Agreement between the Company and its officers and directors (incorporated by reference from the |
| | Current Report on Form 8-K dated December 7, 2005, Exhibit 10.1, File No. 000-09137) |
| | | | | | 10.4 | Second Amended and Restated Credit Agreement among the Company, as Borrower, the Lenders party to the Agreement and |
| | Sprott Private Resource Lending II (Collector), LP, as Administrative Agent, dated April 1, 2022 (incorporated by reference |
| | from the Current Report on Form 8-K filed with the SEC on April 6, 2022, Exhibit 10.2, File No. 001-33190) |
| | | | | | | 10.5 | Subordinated Promissory Note executed by the Company in favor of Evanachan Limited, dated March 31, 2022 (incorporated |
| | by reference from the Current Report on Form 8-K filed with the SEC on April 6, 2022, Exhibit 10.1, File No. 001-33190) |
| 10.6* | Consulting Agreement between the Company and Perry Ing, executed on June 8, 2022 (incorporated by reference from the |
| | Current Report on Form 8-K/A filed with the SEC on June 8, 2022, Exhibit 10.1, File No. 001-33190) |
| | | | | | | 10.7 | Form of Subscription Agreement between McEwen Copper Inc. and non-U.S. residents (incorporated by reference from the |
| | Current Report on Form 8-K as filed with the SEC on June 23, 2022, Exhibit 10.1, File No. 001-33190). |
| | | | | | | 10.8 | Form of Subscription Agreement between McEwen Copper Inc. and U.S. residents (incorporated by reference from the Current |
| | Report on Form 8-K as filed with the SEC on June 23, 2022, Exhibit 10.2, File No. 001-33190). | | | |
| 10.9 | Form of Subscription Agreement between McEwenb Copper Inc. and an institutional investor (incorporated by reference from |
| | the Current Report on Form 8-K as filed with the SEC on June 23, 2022, Exhibit 10.3, File No. 001-33190) | | | | |
| 10.10 | Unanimous Shareholder Agreement between Minera Andes Inc., Evanachan Limited, McEwen Copper Inc. and other parties |
| | dated August 20, 2021 (incorporated by reference from the Current Report on Form 8-K as filed with the SEC on August 25, |
| | 2021, Exhibit 10.2, File No. 001-33190) |
| | | | | | | | | 10.11 | Collaboration Agreement by and among McEwen Copper Inc., McEwen Mining Inc., Robert McEwen and Nuton LLC dated |
| | August 30, 2022 (incorporated by reference from the Current Report on Form 8-K as filed with the SEC on September 6, 2022, |
| | Exhibit 10.3, File No. 001-33190). |
| 10.12.1 Option and Joint Venture Agreement, by and among Minera Andes Inc., Minera Andes S.A., and Mauricio Hochschild & CIA. |
| | LTDA., dated March 15, 2001 (the “OJVA”) (incorporated by reference from the Annual Report on Form 10-K filed with the |
| | SEC on March 1, 2017, Exhibit 10.12, File No. 001-33190) |
| 10.12.2 First Amendment to OJVA, dated May 14, 2002 (incorporated by reference from the Annual Report on Form 10-K filed with |
| | the SEC on March 1, 2017, Exhibit 10.12.1, File No. 001-33190) |
| | | | | | | | | | 10.12.3 Second Amendment to OJVA, dated August 27, 2002 (incorporated by reference from the Annual Report on Form 10-K filed |
| | with the SEC on March 1, 2017, Exhibit 10.12.2, File No. 001-33190) |
| | | | | | | | | |
123 |
| 10.12.4 Third Amendment to OJVA, dated September 10, 2004 (incorporated by reference from the Annual Report on Form 10-K |
| | filed with the SEC on March 1, 2017, Exhibit 10.12.3, File No. 001-33190) |
| | | | 10.12.5 Fourth Amendment to OJVA, dated September 17, 2010 (incorporated by reference from the Annual Report on Form 10-K |
| | filed with the SEC on March 1, 2017, Exhibit 10.12.4, File No. 001-33190) |
| | | | 10.13 Subscription Agreement between McEwen Copper Inc. and Evanachan Limited dated August 20, 2021 (incorporated by |
| | reference from the Current Report on Form 8-K as filed with the SEC on A | ugust 25, 2021, Exhibit 10.1, File No. 001-33190) |
| | | | | 10.14 Nuton Collaboration Agreement among McEwen Copper Inc., McEwen Mining Inc., Robert McEwen and Nuton LLC dated |
| | August 30, 2022 ((incorporated by reference from the Current Report on Form 8-K as filed with the SEC on September 6, |
| | 2022, Exhibit 10.3, File No. 001-33190) |
| 10.15+ Private Placement Subscription Agreement between McEwen Copper Inc. and FCA Argentina S.A. dated as of February 23, |
| | 2023 |
| 10.16+ Offer Agreement among Andes Corporacion S.A., McEwen Copper Inc., Minera Andes Inc., McEwen Mining Inc. and FCA |
| | Argentina S.A. dated as of February 23, 2023 |
| 10.17+ Investor Rights Agreement among McEwen Copper Inc., Minera Andes Inc., McEwen Mining Inc., Robert McEwen and FCA |
| | Argentina S.A. dated as of February 23, 2023 |
| 10.18+ Binding Term Sheet for Subscription between Nuton LLC and McEwen Copper Inc. effective as of February 23, 2023 |
| 10.19+ Binding Term Sheet for Subscription for Seconary Offering of Shares amonbg Nuton LLC, McEwen Copper Inc. and McEwen |
| | Mining Inc. dated as of February 23, 2023 |
| 21+ List of subsidiaries of the Company |
| | | | | | 23.1+ | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm |
| | | | 23.3+ | Consent of Mining Plus US Corporation |
| | | | | | 23.5+ | Consent of Michael C. Bauman |
| | | | | | 23.6+ | Consent of P&E Mining Consultants Inc. |
| | | | | | 23.7+ | Consent of Eric Sellars |
| | | | | | | 23.8+ | Consent of Aleksandr Mitrofanov |
| | | | | | 23.9+ | Consent of Daniel D. Downton |
| | | | | | 23.10+ Consent of Dave Tyler |
| | | | | | | 23.11+ Consent of Kenneth Tylee |
| | | | | | | 23.12+ Consent of Benjamin Bermudez |
| | | | | | 23.13+ Consent of Kevin W. Kunkel |
| | | | | | 23.14+ Consent of Independent Mining Consultants Inc. |
| 23.15+ Consent of Forte Dynamics |
| | | | | | | 23.16+ Consent of Channa Kumarage |
| | | | | | 23.17+ Consent of SLR Consulting Ltd. |
| | | | | | 23.18+ Consent of Wood Canada Ltd. |
| | | | | | 31.1+ | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Robert R. McEwen, principal executive officer. |
| 31.2+ | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Perry Ing, | | | | | interim chief financial officer. |
| | | | | 32+ | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Robert R. McEwen and Perry Ing. |
| | | | | | | | |
| 95+ | Mine safety disclosure |
| | | | | | | 101+ | | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 are filed |
| | herewith, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Audited Consolidated Statements of |
| | Operations and Other Comprehensive (Loss) for the years ended December 31, 2022, 2021 and 2020, (i ) the Audited |
| | Consolidated Balance Sheets as of December 31, 2022 and 2021, (iii) the Audited Consolidated Statement of Changes in |
| | Shareholders’ Equity for the years ended December 31, 2022, 2021 and 2020, (iv) the Audited Consolidated Statements of |
| | Cash Flows for the years ended December 31, 2022, 2021 and 2020, and (v) the Notes to the Audited Consolidated Financial |
| | Statements |
| 104+ | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Management contract or compensatory plan or arrangement. |
| + | Filed or furnished with this report. |
124 |