What the changes say
- McEwen reduced its credit facility debt to $20.0 million while adding $110.0 million in convertible unsecured notes.
- New executive orders added 10% to 35% tariffs on imports from Mexico, Canada, and Argentina.
- Mr. McEwen's beneficial ownership stake decreased from 16% to 14% of common stock.
What changed since the prior 10-K
New
- NewRisks Relating to Our Financial Condition, Results of Operation and Cash Flows
We also had $110.0 million in convertible unsecured notes. These convertible notes bear interest at the annual rate of 5.25%, payable semiannually in arrears on August 15 and February 15 of each year, and are expected to mature on August 15, 2030, unless earlier converted, redeemed or repurchased by the Company
We issued $110.0 million in 5.25% convertible unsecured notes maturing in August 2030, which may strain our cash flow.
- NewGeneral Risks
meeting such regulations and expectations. Reduced access to or increased cost of capital may occur as financial institutions and investors increase expectations related to ESG matters
Complying with evolving ESG reporting standards and stakeholder expectations could increase our operating costs and capital access constraints.
Dropped
- DroppedRisks Relating to Our Operations as a Mining Company
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
Reworded
- 72% rewrittenRisks Relating to Our Operations as a Mining Company
Tariffs and the imposition of other restrictions on trade could adversely affect the Company
Updated to include new 10% to 35% U.S. tariffs on Mexico and Canada, 10% tariffs on Argentina, and Canadian retaliatory tariffs.
- 66% rewrittenRisks Relating to Our Financial Condition, Results of Operation and Cash Flows
Our indebtedness adversely affects our cash flow and may adversely affect our ability to operate our business
Updated the credit facility principal amount from $40.0 million as of December 31, 2024, to $20.0 million as of December 31, 2025.
- 59% rewrittenGeneral Risks
Environmental, social and governance matters may impact our business and reputation
Updated the joint venture partner name from Hochschild plc to Hochschild Mining plc.
- 52% rewrittenRisks Relating to Our Financial Condition, Results of Operation and Cash Flows
There is no guarantee that we will declare distributions to shareholders
Updated distribution disclosure to state we have not made distributions since September 2018.
- 51% rewrittenRisks Relating to Our Operations as a Mining Company
Our operations in Argentina and Mexico are subject to political and social risks
Retained legacy text regarding Argentina political risks while dropping the 2021 tax rate and Milei election details.
- 49% rewrittenRisks Relating to Our Operations as a Mining Company
Even if McEwen Copper Inc. is successful in achieving one or more of its strategic initiatives at the Los Azules project, its development and copper price assumption provide uncertainty for development of the property
Removed reference to the project economic feasibility not yet being demonstrated through a full feasibility study at Los Azules.
Was: Even if McEwen Copper Inc. is successful in achieving one or more of its 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
- 48% rewrittenRisks Relating to Our Operations as a Mining Company
Our business is sensitive to nature and climate conditions
Added that climate regulations are becoming more stringent in some jurisdictions rather than broadly across all regions.
- 31% rewrittenRisks Relating to Our Common Stock
A small number of existing shareholders own a significant portion of McEwen Inc. common stock, which could limit your ability to influence the outcome of any shareholder vote
Updated Mr. McEwen's beneficial ownership stake to approximately 14% of 59.5 million shares as of March 16, 2026.
Was: 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
- 25% rewrittenRisks 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
- 24% rewrittenRisks Relating to Our Financial Condition, Results of Operation and Cash Flows
We have incurred substantial losses in prior years and may not be consistently profitable in future years
- 23% rewrittenRisks Relating to Our Financial Condition, Results of Operation and Cash Flows
Our continuing reclamation obligations at Tonkin, Gold Bar Complex, the Fox Complex, the El Gallo mine, and other properties could require significant additional expenditure
Was: Our continuing reclamation obligations at Tonkin, Gold Bar, Fox Complex, El Gallo, and other properties could require significant additional expenditure
All 48 risk factors
Headings as the filing states them, in filing order.
Risks Relating to Our Financial Condition, Results of Operation and Cash Flows
- 01Our 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 volatile25% rewritten
- 02We have incurred substantial losses in prior years and may not be consistently profitable in future years24% rewritten
- 03Our indebtedness adversely affects our cash flow and may adversely affect our ability to operate our business66% rewritten
- 04We also had $110.0 million in convertible unsecured notes. These convertible notes bear interest at the annual rate of 5.25%, payable semiannually in arrears on August 15 and February 15 of each year, and are expected to mature on August 15, 2030, unless earlier converted, redeemed or repurchased by the CompanyNew
- 05Our outstanding convertible debt may impact the trading price of our common stock
- 06Any 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
- 07Restrictive 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
- 08Increased operating and capital costs could adversely affect our results of operations
- 09If we do not hedge our exposure to reductions in gold and silver prices, we may be subject to significant reductions in price
- 10Estimates 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
- 11We are subject to foreign currency risks which may increase our costs and affect our results of operation
- 12Our continuing reclamation obligations at Tonkin, Gold Bar Complex, the Fox Complex, the El Gallo mine, and other properties could require significant additional expenditure23% rewritten
- 13There is no guarantee that we will declare distributions to shareholders52% rewritten
Risks Relating to Our Operations as a Mining Company
- 14Our 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
- 15We may be unable to replace gold and silver reserves as they become depleted
- 16Our acquisitions may not achieve their intended results
- 17Even if McEwen Copper Inc. is successful in achieving one or more of its strategic initiatives at the Los Azules project, its development and copper price assumption provide uncertainty for development of the property49% rewritten
- 18We may acquire additional exploration-stage properties on which reserves may never be discovered
- 19The 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
- 20Our operations are subject to permitting requirements which could require us to delay, suspend or terminate our operations on our mining properties
- 21Tariffs and the imposition of other restrictions on trade could adversely affect the Company72% rewritten
- 22Our operations in Argentina and Mexico are subject to political and social risks51% rewritten
- 23Our operations and properties in Canada expose us to additional political risks
- 24Our operations face substantial regulation of health and safety
- 25Reform of the General Mining Law in the United States could adversely affect our results of operations
- 26Title to mineral properties can be uncertain, and we may be at risk of loss of ownership of one or more of our properties
- 27We cannot ensure that we will have an adequate supply of water to complete desired exploration or development of our mining properties
- 28Our 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
- 29Our industry is highly competitive, attractive mineral lands are scarce, and we may not be able to obtain quality properties
- 30We rely on contractors to conduct a significant portion of our operations and construction projects
- 31If our employees or contractors engage in a strike, work stoppage or other slowdown, we could experience business disruptions and/or increased costs
- 32Our business is sensitive to nature and climate conditions48% rewritten
- 33Mining companies are increasingly required to consider and provide benefits to the communities and countries in which they operate in order to maintain operations
Risks Relating to Our Common Stock
- 34A small number of existing shareholders own a significant portion of McEwen Inc. common stock, which could limit your ability to influence the outcome of any shareholder vote31% rewritten
- 35Our stock price may be volatile, and as a result you could lose all or part of your investment
- 36Failure of the Company to maintain compliance with the NYSE or TSX 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
- 37Failure of the Company to maintain proper and effective internal controls could impair our ability to produce accurate financial statements on a timely basis, which could adversely affect the market price of our common stock
General Risks
- 38We do not insure against all risks to which we may be subject in our operations
- 39Our 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
- 40We 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
- 41We conduct operations in several foreign countries and are exposed to legal, political and social risks associated with those operations
- 42Our business could be negatively impacted by security threats, including cybersecurity threats, and other disruptions
- 43Environmental, social and governance matters may impact our business and reputation59% rewritten
- 44meeting such regulations and expectations. Reduced access to or increased cost of capital may occur as financial institutions and investors increase expectations related to ESG mattersNew
- 45Several 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
- 46The 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
- 47We 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 the results of our operations and financial condition
- 48A 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
Other McEwen 10-Ks
- FY2024 10-K risk factors47 risks
Revenues and valuations depend heavily on volatile gold, silver, and copper market prices.
Filed Mar 14, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.