**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

**(Amendment No. 1)**

 

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

 

**For the fiscal year ended December 31, 2013**

 

**o****         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)

 

| **181 Bay Street, Suite 4750, Toronto, Ontario Canada**                        | ** ** | **M5J 2T3** |
|--------------------------------------------------------------------------------|------------|-------------|
| (Former address of principal executive offices if changed since last   report) |       | (Zip Code)  |

 

Securities registered pursuant to Section 12(b) of the Act:

 

| **Common Stock, no par value** | ** ** | **NYSE**                                  |
|--------------------------------|------------|-------------------------------------------|
| Title of each class            |       | Name of each exchange on which registered |

 

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 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 (§ 229.405 of this chapter) 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. o

 

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 the definitions of “large accelerated filer,” “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 29, 2013 (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 $374,960,500 based on the closing price of $1.68 per share as reported on the NYSE.  There were 265,176,527 shares of common stock outstanding (and 31,982,832 exchangeable shares exchangeable into McEwen Mining Inc. common stock on a one-for-one basis) on March 3, 2014.**

 

**DOCUMENTS INCORPORATED BY REFERENCE****: **Portions of the Proxy Statement for the 2013 Annual Meeting of Shareholders are incorporated into Part III, Items 10 through 14 of this report.

 

 

 

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**EXPLANATORY NOTE**

 

McEwen Mining Inc. (“we”, “us”, or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2013 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 10, 2014 (the “Original Filing”) to amend Item 15 of Part IV of the Original Filing, pursuant to Rule 3-09 of Regulation S-X to include the financial statements and related notes of Minera Santa Cruz S.A (“MSC”), a significant equity investee in which the Company holds a 49% equity ownership interest. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s Chief Executive Officer and Chief Financial Officer are filed as exhibits to this Amendment.

 

Rule 3-09 of Regulation S-X provides that if a 50%-or-less-owned person accounted for by the equity method meets the first or third condition of the significant subsidiary tests set forth in Rule 1-02(w) of Regulation S-X, substituting 20% for 10%, separate financial statements for such 50%-or-less-owned person shall be filed. MSC met the significant subsidiary test described above for the Company’s fiscal year ending December 31, 2013 and the Company has included in this Form 10-K/A the required Statements of Financial Position as of the end of the each of the two years ended December 31, 2013 and the opening Statement of Financial Position as of January 1, 2012, the Statements of Profit or Loss and Other Comprehensive Income for the two years ended December 31, 2013, the Statements of Changes Equity for two years ended December 31, 2013, the Statements of Cash Flows for the two years ended December 31, 2013, and the accompanying Notes to the Financial Statements of MSC. These statements and accompanying notes were required to be audited only for those fiscal years in which either the first or third condition of the significant subsidiary tests set forth in Rule 1-02(w), substituting 20 % for 10%, is met. The Company’s significance test is calculated as of the end of its fiscal year and for its fiscal year.

 

No attempt has been made in this Amendment to modify or update the disclosures in the Original Filing except as required to reflect the effect of the revisions discussed herein. Except as otherwise noted herein, this Amendment continues to describe conditions as of the date of the Original Filing and the disclosures contained herein have not been updated to reflect events, results or developments that occurred after the date of the Original Filing, or to modify or update those disclosures affected by subsequent events. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results or developments that occurred or facts that became known to us after the date of the Original Filing, and such forward-looking statements should be read in conjunction with our filings with the SEC subsequent to the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC subsequent to March 10, 2014.

 

**PART IV**

 

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

 

The exhibits listed in the accompanying exhibit index are filed (except where otherwise indicated) as part of this report.

 

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**SIGNATURES**

 

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

 

 
|                        | MCEWEN   MINING INC. |
|-----------------------------|----------------------|
|                        |                 |
|                        |                 |
|                        | By:                  | /s/   Perry Y. Ing |
| Dated:   June 30, 2014 |                 | Perry   Y. Ing, Vice President and Chief Financial Officer |

 

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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)                                                                                                                 |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                             |
| 3.1.1  |   | 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)                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                             |
| 3.1.2  |   | 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)                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                             |
| 3.2    |   | Amended and Restated Bylaws of the   Company (incorporated by reference from the Report on Form 8-K filed   with the SEC on March 12, 2012, Exhibit 3.2, File   No. 001-33190)                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                             |
| 9.1    |   | 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)                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.1   |   | 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+  |   | 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)                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.3   |   | 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)                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.4+  |   | 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)                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.5   |   | 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)                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.6+  |   | 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)                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.7   |   | Settlement Agreement dated for reference   purposes February 4, 2013 between TNR Gold Corp. and Solitario   Argentina, S.A., plaintiffs, and MIM Argentina Exploraciones S.A. and certain   subsidiaries of the Company, defendants (incorporated by reference from the   Report on Form 8-K filed with the SEC on February 7, 2013,   Exhibit 10.1, File No. 001-33190 |

 

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| 10.8*  |   | Refining Agreement dated   December 16, 2013, by and among the Company and Johnson Matthey   Gold & Silver Refining Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.9*  |   | Mining Production Work Agreement dated   September 23, 2013, by and among the Company, and Exploraciones Mineras   Del Desierto SA de CV.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 14*    |   | Code of Ethics.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 21*    |   | Subsidiaries of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 23.1*  |   | Consent of KPMG LLP, Independent   Registered Public Accounting Firm                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 23.2** |   | Consent of Ernst & Young   LLP, Independent Auditors regarding opinion in Exhibit 99.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 99.1** |   | Financial Statements of Minera Santa   Cruz S.A. for the years ended December 31, 2013 and 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 101*   |   | The following materials from the   Company’s Annual Report on Form 10-K for the year ended   December 31, 2013 are furnished herewith, formatted in XBRL (Extensible   Business Reporting Language): (i) the Audited Consolidated Statements of   Operations and Other Comprehensive Income (Loss) for the years ended   December 31, 2013, 2012 and 2011, (ii) the Audited Consolidated   Balance Sheets as of December 31, 2013 and 2012, (iii) the Audited   Consolidated Statement of Changes in Shareholders’ Equity for the years ended   December 31, 2013, 2012 and 2011, (iv) the Audited Consolidated   Statements of Cash Flows for the years ended December 31, 2013, 2012 and   2011, and (v) the Notes to the Audited Consolidated Financial   Statements. |

 

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| *      |   | Incorporated   by reference to the corresponding exhibit to the Original Form 10-K   filing. |
|--------|--------|---------------------------------------------------------------------------------------------------|
|   |   |                                                                                              |
| **     |   | Filed   or furnished with this amendment.                                                         |
|   |   |                                                                                              |
| +      |   | Indicates   management compensatory plan, contract, or arrangement.                               |

 

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