**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**Form 10-K/A**

**Amendment No. 1**

 

**(Mark One)**

 

**x****     ****ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the Fiscal Year Ended December 31, 2011**

 

**or**

 

**o****        ****TRANSITION REPORT PURSUANT TO 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.**

(Exact Name of Registrant as Specified in Its Charter)

 

| **Colorado**                        | ** ** | **84-0796160**        |
|-------------------------------------|------------|-----------------------|
| (State or   Other Jurisdiction      |       | (I.R.S.   Employer    |
| of   Incorporation or Organization) |       | Identification   No.) |

 

| **181 Bay Street, Bay   Wellington Tower,** | ** ** | ** **  |
|---------------------------------------------|------------|-------------|
| **Suite 4750, P.O. Box   792,**             | ** ** | ** **  |
| **Toronto, Ontario   Canada**               | ** ** | **M5J 2T3** |
| (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** | ** ** | **Name of Each Exchange on Which Registered** |
|----------------------------------------|------------|-----------------------------------------------------------------------------|
| Common stock, no par value             |       | 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 o No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x

 

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 x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “accelerated filer”,  “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer o |   | Accelerated filer x         |
|--------------------------------|--------|----------------------------------|
|                           |   |                             |
| Non-accelerated   filer o |   | Smaller reporting company o |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

**As of June 30, 2011 (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 $669,238,700 based on the closing price of $6.03 per share as reported on the NYSE. There were 157,393,108 shares of common stock outstanding (and 110,479,609 exchangeable shares exchangeable into McEwen Mining Inc. common stock on a one-for-one basis) on March 6, 2012.**

 

 

 

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**EXPLANATORY NOTE**

 

We are filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend our annual report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Securities and Exchange Commission (“SEC”) on March 12, 2012 (the “Original Form 10-K”).  This Report is being filed for the sole purpose of including Exhibit 23.1, the auditor’s consent, which was inadvertently omitted from the Original Form 10-K.

 

As required by Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications of our principal executive officer and principal financial officer are being filed as exhibits to this Report.

 

Other than the inclusion of Exhibit 23.1, there are no changes to the information contained in the Original Form 10-K and this Amendment does not reflect events occurring after the Original Form 10-K or modify or update the disclosures therein in any way.  Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and our other filings made with the SEC on or subsequent to March 12, 2012.

 

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**PART IV**

 

**ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES**

 

The following exhibits are filed with or incorporated by reference in this report:

 
| 2.1    |   | Arrangement Agreement, dated   September 22, 2011, by and among the Company, Canadian Exchange Co.   and Minera Andes (incorporated by reference from the Report on Form 8-K   filed with the SEC on September, 23, 2011, Exhibit 2.1, File   No. 001-33190)                                                                           |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| 3.1    |   | 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 Report on   Form 8-K filed with the SEC on January 24, 2012, Exhibit 3.1,   File No. 001-33190)                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| 3.2    |   | Articles of Amendment to the Second Amended   and Restated Articles of Incorporation of the Company (incorporated by   reference from the Report on Form 8-K filed with the SEC on   January 24, 2012, Exhibit 3.2, File No. 001-33190)                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.1   |   | Support Agreement, dated January 24,   2012, by and among the Company, Canadian Exchange Co. and Callco   (incorporated by reference from the Report on Form 8-K filed with the   SEC on January 24, 2012, Exhibit 10.1, File No. 001-33190)                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.2   |   | Voting and Exchange Trust Agreement, dated   January 24, 2012, by and among the Company, Canadian Exchange Co.,   Callco and Computershare Trust Company of Canada, as trustee (incorporated by   reference from the Report on Form 8-K filed with the SEC on   January 24, 2012, Exhibit 10.2, File No. 001-33190)               |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.3   |   | Amended and Restated US Gold Corporation Equity   Incentive Plan dated as of October 4, 2011 (incorporated by reference   from Annex H to the Definitive Proxy Statement on Schedule 14A   filed with the SEC on December 13, 2011, File No. 001-33190)                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.4   |   | Agreement To Pay Distributions dated   February 21, 1992, by and between Tonkin Springs Gold Mining Company and   French American Banking Corporation (incorporated by reference from the   Report on Form 8-K dated February 21, 1992, Exhibit 4, File   No. 000-09137)                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.5   |   | Form of Indemnification Agreement between the   Company and its officers and directors (incorporated by reference from the   Report on Form 8-K dated December 7, 2005, Exhibit 10.1, File   No. 000-09137)                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.6   |   | Purchase and Sale Agreement between the   Company and Tonkin Springs LLC, as purchasers, and Gold Standard Royalty   (Nevada) Inc., and Julian E. Simpson, as Sellers, dated July 19,   2011 (incorporated by reference from the Report on Form 8-K filed with   the SEC on July 25, 2011, Exhibit 10.1, File No. 001-33190) |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.7   |   | Employment Agreement between the Company and   William Faust dated July 27, 2011 (incorporated by reference from the   Report on Form 8-K filed with the SEC on August 2, 2011,   Exhibit 10.1, File No. 001-33190)                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| *21    |   | Subsidiaries of the Company                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| **23.1 |   | Consent of Independent Registered Public   Accounting Firm                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| **31.1 |   | Certification pursuant to Section 302 of   the Sarbanes-Oxley Act of 2002 for Robert R. McEwen                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| **31.2 |   | Certification pursuant to Section 302 of   the Sarbanes-Oxley Act of 2002 for Perry Y. Ing                                                                                                                                                                                                                                                                 |

 

3

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| *32    |   | Certification pursuant to Section 906 of   the Sarbanes-Oxley Act of 2002 for Robert R. McEwen and Perry Y. Ing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| *101   |   | The following materials from the Company’s   Annual Report on Form 10-K for the year ended December 31, 2011 are   furnished herewith, formatted in XBRL (Extensible Business Reporting   Language): (i) the Audited Consolidated Statements of Operations and   Other Comprehensive Loss for the years ended December 31, 2011, 2010 and   2009, (ii) the Audited Consolidated Balance Sheets as of   December 31, 2011 and 2010, (iii) the Audited Consolidated   Statement of Changes in Shareholders’ Equity for the years ended   December 31, 2011, 2010 and 2009, (iv) the Audited Consolidated   Statements of Cash Flows for the years ended December 31, 2011, 2010 and   2009, and (v) the Notes to the Audited Consolidated Financial   Statements. |

 

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| *  |   | Previously filed with the Original Form 10-K   filed with the SEC on March 12, 2012. |
|----|--------|--------------------------------------------------------------------------------------|
| ** |   | Filed herewith.                                                                      |

 

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**PART IV**

 

**SIGNATURES**

 

In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
|                      | MCEWEN MINING INC. |
|---------------------------|-------------------------|
|                      |                    |
| Dated: June 18, 2012 | By:                     | /s/ ROBERT R. MCEWEN |
|                      |                    | Robert R. McEwen, |
|                      |                    | *Chairman of the Board   of Directors and Chief Executive Officer* |

 

5

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**EXHIBIT INDEX**

 
| 2.1    |   | Arrangement Agreement, dated   September 22, 2011, by and among the Company, Canadian Exchange Co.   and Minera Andes (incorporated by reference from the Report on Form 8-K   filed with the SEC on September, 23, 2011, Exhibit 2.1, File No. 001-33190)                                                                                  |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| 3.1    |   | 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 Report on Form 8-K   filed with the SEC on January 24, 2012, Exhibit 3.1, File   No. 001-33190)                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| 3.2    |   | Articles of Amendment to the Second Amended   and Restated Articles of Incorporation of the Company (incorporated by   reference from the Report on Form 8-K filed with the SEC on   January 24, 2012, Exhibit 3.2, File No. 001-33190)                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.1   |   | Support Agreement, dated January 24,   2012, by and among the Company, Canadian Exchange Co. and Callco   (incorporated by reference from the Report on Form 8-K filed with the   SEC on January 24, 2012, Exhibit 10.1, File No. 001-33190)                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.2   |   | Voting and Exchange Trust Agreement, dated   January 24, 2012, by and among the Company, Canadian Exchange Co.,   Callco and Computershare Trust Company of Canada, as trustee (incorporated by   reference from the Report on Form 8-K filed with the SEC on   January 24, 2012, Exhibit 10.2, File No. 001-33190)               |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.3   |   | Amended and Restated US Gold Corporation   Equity Incentive Plan dated as of October 4, 2011 (incorporated by   reference from Annex H to the Definitive Proxy Statement on   Schedule 14A filed with the SEC on December 13, 2011, File No. 001-33190)                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.4   |   | Agreement To Pay Distributions dated   February 21, 1992, by and between Tonkin Springs Gold Mining Company and   French American Banking Corporation (incorporated by reference from the   Report on Form 8-K dated February 21, 1992, Exhibit 4, File   No. 000-09137)                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.5   |   | Form of Indemnification Agreement between   the Company and its officers and directors (incorporated by reference from   the Report on Form 8-K dated December 7, 2005, Exhibit 10.1,   File No. 000-09137)                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.6   |   | Purchase and Sale Agreement between the   Company and Tonkin Springs LLC, as purchasers, and Gold Standard Royalty   (Nevada) Inc., and Julian E. Simpson, as Sellers, dated July 19,   2011 (incorporated by reference from the Report on Form 8-K filed with   the SEC on July 25, 2011, Exhibit 10.1, File No. 001-33190) |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.7   |   | Employment Agreement between the Company and   William Faust dated July 27, 2011 (incorporated by reference from the   Report on Form 8-K filed with the SEC on August 2, 2011,   Exhibit 10.1, File No. 001-33190)                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| *21    |   | Subsidiaries of the Company                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| **23.1 |   | Consent of Independent Registered Public   Accounting Firm                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| **31.1 |   | Certification pursuant to Section 302 of   the Sarbanes-Oxley Act of 2002 for Robert R. McEwen                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| **31.2 |   | Certification pursuant to Section 302 of   the Sarbanes-Oxley Act of 2002 for Perry Y. Ing                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| *32    |   | Certification pursuant to Section 906 of   the Sarbanes-Oxley Act of 2002 for Robert R. McEwen and Perry Y. Ing                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                            |
| *101   |   | The following materials from the Company’s   Annual Report on Form 10-K for the year ended December 31, 2011 are   furnished herewith, formatted in XBRL (Extensible Business Reporting   Language): (i) the Audited                                                                                                                        |

 

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|   |   | Consolidated Statements of Operations and   Other Comprehensive Loss for the years ended December 31, 2011, 2010 and   2009, (ii) the Audited Consolidated Balance Sheets as of   December 31, 2011 and 2010, (iii) the Audited Consolidated   Statement of Changes in Shareholders’ Equity for the years ended December 31,   2011, 2010 and 2009, (iv) the Audited Consolidated Statements of Cash Flows for   the years ended December 31, 2011, 2010 and 2009, and (v) the Notes to   the Audited Consolidated Financial Statements. |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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* Previously filed with the Original Form 10-K filed with the SEC on March 12, 2012.

** Filed herewith.

 

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