Exhibit 4.1


 


WARRANT
TO PURCHASE COMMON STOCK


 


Number of
Shares: __________________ (subject to adjustment)


Warrant No.: __________


Original Issue Date: November 22, 2019


 


McEwen
Mining Inc., a Colorado corporation (the “Company”), hereby certifies that, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, ____________________________, or its permitted
registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the
Company up to a total of _____ shares of common stock, no par value per share (the “Common Stock”), of the
Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”)
at an exercise price per share equal to US$1.7225 per share (as adjusted from time to time as provided in Section 9
herein, the “Exercise Price”) at any time and from time to time on or after the date hereof
(the “Original Issue Date”) and prior to 5:30 P.M. (New York City time) on November 22, 2024
(the “Expiration Date”). This Warrant shall initially be issued and maintained in the form of a security
held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the
sole registered holder of this Warrant (the “Book-Entry Warrant”), subject to a Holder’s right to elect to
receive a Warrant in certificated form (a “Certificated Warrant”) pursuant to the terms of the Warrant Agency
Agreement, in which case this sentence shall not apply.


 


1.                 
Definitions. For purposes of this warrant to purchase Common Stock (and together with any warrants to purchase Common Stock
issued in exchange, transfer or replacement hereof, the "Warrant"), the following terms shall have the following
meanings:


 


(a)              
 “Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under
common control with such Person.


 


(b)              
 “Commission” means the United States Securities and Exchange Commission and any successor entity thereto.


 


(c)              
 “Closing Sale Price” means, for any security as of any date, the last trade price for such security on
the Principal Trading Market for such security, as reported by Bloomberg Financial Markets, or, if such Principal Trading
Market begins to operate on an extended hours basis and does not designate the last trade price, then the last trade price of
such security immediately prior to 4:00 P.M., New York City time, as reported by Bloomberg Financial Markets, or if the
foregoing do not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin board
for such security as reported by Bloomberg Financial Markets, or, if no last trade price is reported for such security by
Bloomberg Financial Markets, the average of the bid and ask prices of any market makers for such security as reported on the
Pink Open Market. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing
bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the
Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then
the Board of Directors of the Company shall use its good faith judgment to determine the fair market value of such security
on such date. The Board of Directors’ determination shall be binding upon all parties absent demonstrable error. All
such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during the applicable calculation period.


 






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(d)             
 “Person” means any natural person, corporation, firm, joint venture, partnership, limited liability company,
association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department
or instrumentality thereof.


  


(e)              
 “Principal Trading Market” means the trading market on which the Common Stock is primarily listed on and quoted
for trading, and which, as of the Original Issue Date, shall be the New York Stock Exchange.


  


(f)             
 “Registration Statement” means the Company’s Registration Statement on Form S-3 (File No. 333-224476),
as amended and supplemented from time to time, relating to the Warrants and the Warrant Shares, among other securities of the Company.


  


(g)             
 “Securities Act” means the Securities Act of 1933, as amended.


  


(h)             
 “Trading Day” means a day on which the Principal Trading Market is open for trading.


  


(i)              
 “Transfer Agent” means Computershare Trust Company, the Company’s transfer agent for the Common Stock.


 


(j)              
 “Warrant Agency Agreement” means that certain warrant agency agreement, dated on or about the Initial Exercise
Date, between the Company and the Warrant Agent.


 


(k)              
 “Warrant Agent” means Computershare, Inc. and Computershare Trust Company, N.A. and any successor warrant agent of the Company pursuant to the Warrant
Agency Agreement.


 


2.                  Registration
of Warrants. The Warrant Agent (or with respect to a Certificated Warrant, the Company) shall register this
Warrant upon records to be maintained by the Warrant Agent (or with respect to a Certificated Warrant, the
Company) for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include
the initial Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder)
from time to time. The Company and the Warrant Agent may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent
actual notice to the contrary.


 






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3.                  Registration
of Transfers. Subject to compliance with all applicable securities laws, the Warrant Agent (or with respect to a
Certificated Warrant, the Company) shall register the transfer of all or any portion of this Warrant in the Warrant Register,
upon surrender of this Warrant, and payment of all applicable transfer taxes. Upon any such registration of transfer, a new
warrant to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a “New
Warrant”) evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New
Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring
Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all
of the rights and obligations in respect of the New Warrant that the Holder had in respect of this Warrant. The Company
shall, or shall cause the Warrant Agent to, prepare, issue and deliver at the Company’s own expense any New
Warrant under this Section 3. Until due presentment for registration of transfer, the Company may treat the registered
Holder hereof as the owner and holder of this Warrant for all purposes, and the Company shall not be affected by any notice
to the contrary.


 


4.                 
Exercise and Duration of Warrants.


 


(a)              
All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant at any time
and from time to time on or after the Original Issue Date and prior to 5:30 P.M. (New York City time) on the Expiration
Date. At 5:30 P.M. (New York City time) on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be
void and of no value and this Warrant shall terminate and no longer be outstanding.


 


(b)             
The Holder may exercise this Warrant by delivering to the Warrant Agent (or with respect to a Certificated Warrant, the Company)
an exercise notice, in the form attached as Schedule 1 hereto (the “Exercise Notice”), completed and
duly signed. No later than 3:00 p.m. (New York City time) on the second (2nd) Trading Day following the date of exercise
as aforesaid, the Holder shall pay the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised
(unless such exercise is in the form of a “cashless exercise” if so indicated in the Exercise Notice pursuant to Section
10 below). The date on which the Exercise Notice is delivered to the Warrant Agent (or with respect to a Certificated Warrant,
the Company) (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder
shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the
Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant to the Holder
evidencing its right to purchase the remaining number of Warrant Shares. No ink-original Exercise Notice shall be required, nor
shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. The Holder and
the Warrant Agent (or with respect to a Certificated Warrant, the Company) shall maintain records showing the number of Warrant
Shares purchased and the date of such purchases. The Company shall deliver any objection to any Exercise Notice within one (1)
Business Day of receipt of such notice. The Holder
and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following
the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any
given time may be less than the amount stated on the face hereof. For the avoidance of doubt, the Company may not substitute,
and the Holder may not request, a cash payment in satisfaction of the Company’s obligation to issue and deliver Warrant
Shares pursuant to an Exercise Notice, other than as specified in Sections 5(d) or 9(d) of this Warrant.


 






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Notwithstanding the foregoing
in this Section 4, a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant
held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises
made pursuant to this Section 4 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction
form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation,
as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the
Warrant Agency Agreement, in which case this sentence shall not apply.


 


5.                 
Delivery of Warrant Shares.


 


(a)              
Mechanics of Delivery. Upon exercise of this Warrant, the Company shall promptly (but in no event later than two (2) Trading
Days after the Exercise Date)(“Warrant Share Delivery Date”), credit such aggregate number of shares of Common
Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account
with DTC through its Deposit or Withdrawal at Custodian system, or if the Transfer Agent is not participating in the Fast
Automated Securities Transfer Program (the “FAST Program”) or if the certificates are required to bear a legend
regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise
Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number
of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Notice, the
Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which
this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate
Exercise Price (other than in the case of a cashless exercise) is received within two (2) Trading Days following delivery of the
Exercise Notice. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed
to have become the holder of record of such Warrant Shares as of the Exercise Date, irrespective of the date such Warrant Shares
are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as
the case may be.


 


(b)              
Unconditional Obligation. To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares
in accordance with and subject to the terms hereof (including the limitations set forth in Section 11 below) are absolute
and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the
Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance
that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. The
Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding
and exercisable. Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at
law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to
the terms hereof.


 






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(c)              
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant
to Section 5(a) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


(d)               Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the
Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the
provisions of Section 5(a) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after the
third Trading Day following the Warrant Share Delivery Date, the Holder is required by its broker to purchase (in an open
market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a
 “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the
Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased
exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to
the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase
obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or
deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with
its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts
payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.


 


6.                  Charges
Taxes and Expenses. Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be made without charge to
the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense in respect of the issuance of
such Warrant Shares, all of which taxes and expenses shall be paid by the Company; provided, however, that the
Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of
any Warrant Shares or the Warrants in a name other than that of the Holder or an Affiliate thereof. The Holder
shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or
receiving Warrant Shares upon exercise hereof.


 






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7.                 
Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be
issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant,
but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and,
in each case, a customary and reasonable indemnity (but shall not include the posting of any surety bond), if requested by the
Company. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations as the
Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver
such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


  


8.                 
Reservation of Warrant Shares. The Company covenants that the Company will at all times while this Warrant is outstanding
reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for
the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares
that are initially issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other
contingent purchase rights of persons other than the Holder (taking into account the adjustments of Section 9 but ignoring
for such purposes any restrictions or beneficial ownership limitation on exercise under this Warrant). The Company covenants that
all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance
with the terms hereof, be duly and validly authorized and issued, and fully paid and nonassessable. The Company will take all such
action as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided herein without violation
of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which
the Common Stock may be listed.


 


9.                 
Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject
to adjustment from time to time as set forth in this Section 9.


 


(a)               Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its
Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock,
(ii) subdivides its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combines its
outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issues by reclassification of
shares of capital stock any additional shares of Common Stock of the Company, then in each such case the Exercise Price shall
be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately
before such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after
such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record
date for the determination of stockholders entitled to receive such dividend or distribution; provided, however,
that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise
Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall
be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause
(ii) or (iii) or (iv) of this paragraph shall become effective immediately after the effective date of such subdivision or
combination or reclassification.


 






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(b)               Pro
Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of
Common Stock for no consideration (i) evidence of its indebtedness, (ii) any security (other than a distribution of Common
Stock covered by the preceding paragraph) or (iii) rights or warrants to subscribe for or purchase any security, or (iv) any
other asset (in each case, “Distributed Property”), then, in each such case, the Holder shall be entitled
to participate in such Distributed Property to the same extent that the Holder would have participated therein if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any
limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation (as defined in Section 11)) immediately before the
date of which a record is taken for such Distributed Property, or, if no such record is taken, the date as of which the
record holders of shares of Common Stock are to be determined for the participation in such Distributed Property
(provided, however, that, to the extent that the Holder's right to participate in any such Distributed Property
would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to
participate in such Distributed Property to such extent (or in the beneficial ownership of any shares of Common Stock as a
result of such Distributed Property to such extent) and the portion of such Distributed Property shall be held in abeyance
for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the
Beneficial Ownership Limitation).


 


(c)               Right
Offerings. In addition to any adjustments pursuant to Section 9(a) above, if at any time the Company grants, issues or
sells any securities that are convertible or exercisable or exchangeable for Common Stock (“Common Stock
Equivalents”) or rights to purchase stock, warrants, securities or other property pro rata to the record holders of
any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the
Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any
limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation as defined in Section 11)
immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no
such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant,
issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to
participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the
Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of
Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in
abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the
Beneficial Ownership Limitation).


 






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(d)               Fundamental
Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of
the Company with or into another Person, in which the Company is not the surviving entity or the stockholders of the
Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting
power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another
Person of all or substantially all of its assets in one or a series of related transactions, (iii) pursuant to any tender
offer or exchange offer (whether by the Company or another Person), holders of capital stock who tender shares representing
more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable,
accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another
Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company or (v)
the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a
subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a
 “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right to
receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been
entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental
Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to
any limitations on exercise contained herein (the “Alternate Consideration”). Notwithstanding anything to
the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the
Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the
Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction),
purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined
below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however,
that, if the Fundamental Transaction is not within the Company's control, including not approved by the Company's Board of
Directors, Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation
of such Fundamental Transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes
Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the
Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any
combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of
consideration in connection with the Fundamental Transaction. “Black Scholes Value” means the value of
this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P.
(“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction for
pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to
the time between the date of the public announcement of the applicable Fundamental Transaction and the Expiration Date, (B)
an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg
(determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of
the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of
(i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being
offered in such Fundamental Transaction and (ii) the greater of (x) the last Closing Sale Price immediately prior to the
public announcement of such Fundamental Transaction and (y) the last Closing Sale Price immediately prior to the
consummation of such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public
announcement of the applicable Fundamental Transaction and the Expiration Date and (E) a zero cost of borrow. The payment of
the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within
five Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The
Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the
 “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in
accordance with the provisions of this Section 9(d) pursuant to written agreements in form and substance reasonably
satisfactory to the Holder prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the
Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of
such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise
of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,
and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into
account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of
such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of
protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction).


 






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(e)              
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section
9, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares
shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.


 


(f)               
Calculations. All calculations under this Section 9 shall be made by the Company to the nearest cent or the
nearest share, as applicable.


 


(g)              
Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense
will, at the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this
Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted
number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions
giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the
Company will promptly deliver a copy of each such certificate to the Holder, the Warrant Agent and Transfer Agent.


 


(h)               Notice
of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other
distribution of cash, securities or other property in respect of its Common Stock, including, without limitation, any
granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii)
authorizes or approves, enters into any material definitive agreement contemplating or solicits stockholder approval for any
Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the
Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information,
the Company shall deliver to the Holder a notice of such transaction at least ten (10) days prior to the applicable record or
effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such
transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect
the validity of the corporate action required to be described in such notice. In addition, if while this Warrant is
outstanding, if the Company enters into any material definitive agreement contemplating or solicits stockholder approval for
any Fundamental Transaction contemplated by Section 9(d), other than a Fundamental Transaction under clause (iii) of Section
9(d), the Company shall deliver to the Holder a notice of such Fundamental Transaction at least fifteen (15) days prior
to the date such Fundamental Transaction is consummated. To
the extent that any notice provided pursuant to this Warrant constitutes, or contains, material, non-public information
regarding the Company or any of the Subsidiaries, the Holder shall keep such information confidential until the Company shall
file such notice with the Commission pursuant to a Current Report on Form 8-K.


 






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10.             
Limited Cashless Exercise. If the Registration Statement (or any subsequent registration statement applicable to the Warrant
Shares) permitting the registered issuance of the Warrant Shares is not then effective or the prospectus forming a part thereof
is not then available, then the Holder shall be entitled to utilize cashless exercise, in which event the Company shall issue to
the Holder the number of Warrant Shares determined as follows (a “Cashless Exercise”):


 


X = Y [(A-B)/A] where:


 


“X”         equals
the number of Warrant Shares to be issued to the Holder;


 


“Y”         equals
the total number of Warrant Shares that would be issuable upon exercise of this Warrant if such exercise were by means of a cash
exercise rather than a cashless exercise;


 


“A”         the
Closing Sale Price on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of
a “cashless exercise,” as set forth in the applicable Exercise Notice; and


 


“B”         equals
the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


If Warrant Shares are
issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities
Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to
take any position contrary to this Section 10.


 


Notwithstanding anything
herein to the contrary, on the Expiration Date, this Warrant shall be automatically exercised via cashless exercise pursuant to
this Section 10.


 


11.              Limitations
on Exercise. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 5 or otherwise, to the extent that after giving effect to such
issuance after exercise as set forth on the applicable Exercise Notice, the Holder (together with the Holder’s
Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such
Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation
(as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by
the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of
Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially
owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock
Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its Affiliates or Attribution Parties.  Except as set forth in the preceding sentence, for
purposes of this Section 11, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated
thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is
in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be
filed in accordance therewith. To the extent that the limitation contained in this Section 11 applies, the determination of
whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and
Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and
the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether this Warrant is
exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of
which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any
group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder. For purposes of this Section 11, in determining the number of outstanding shares of
Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s
most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by
the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of
Common Stock outstanding.  Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day
confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  In any case, the
number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date
as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership
Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the
number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock
issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 11, provided that the Beneficial Ownership Limitation in no event exceeds
9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of
Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 11 shall continue to apply.
Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is
delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in
strict conformity with the terms of this Section 11 to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to
a successor holder of this Warrant. This Section
11 shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to
determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental
Transaction as contemplated in Section 9 of this Warrant.


 






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12.             
[Reserved]


 


13.             
No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu
of any fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to
the next whole number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale Price) for
any such fractional shares.


 


14.             
Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise
Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice
or communication is delivered via facsimile or e-mail at the facsimile number or e-mail address specified below (unless, with
respect to an e-mail, the sender receives an automatically generated notice or rejection of the e-mail) prior to 5:30 P.M. (New
York City time) on a Trading Day, (ii) the next Trading Day after the time of transmission, if such notice or communication is
delivered via facsimile or confirmed e-mail at the facsimile number or e-mail address specified below (unless, with respect to
an e-mail, the sender receives an automatically generated notice or rejection of the e-mail) on a day that is not a Trading Day
or later than 5:30 P.M. (New York City time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent
by nationally recognized overnight courier service specifying next business day delivery, or (iv) upon actual receipt by the Person
to whom such notice is required to be given, if by hand delivery. 


 


If to the Company:


 


McEwen Mining Inc.


150 King Street West, Suite 2800


Toronto, Ontario Canada M5H 1J9


Attention: Chief Financial
Officer


Facsimile: (647) 258-0395


E-mail: notice@mcewenmining.com




  


15.             
Warrant Agent. The Warrant Agent shall initially serve as warrant agent under this Warrant, provided that, upon issuance
of the Certificated Warrants pursuant to a Warrant Exchange in accordance with the Warrant Agency Agreement, the Company shall
act as warrant agent for such Certificated Warrants and the Warrant Agent shall not have any duty, responsibility or liability
with respect to any such Certificated Warrants. Upon thirty (30) days’ notice to the Holder, the Company may appoint a new
warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from
any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any
new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant
agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession
as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown
on the Warrant Register. Notwithstanding anything to the foregoing, in no event shall any warrant agency or similar agreement
with any successor warrant agent supersede any provisions of this Warrant.


 






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16.             
Miscellaneous.


 


(a)              
No Rights as a Stockholder. Except as expressly set forth in Section 9, the Holder, solely in such Person’s capacity
as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the
Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s
capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger,
amalgamation, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior
to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this
Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase
any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted
by the Company or by creditors of the Company.


 


(b)              
Authorized Shares.


 


i.           
Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without
limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount
payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise
of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this
Warrant.


 


ii.           
Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is
exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.


 






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(c)              
Successors and Assigns. Subject to the restrictions on transfer set forth in this Warrant and compliance with applicable
securities laws, this Warrant may be assigned by the Holder. This Warrant may not be assigned by the Company without the written
consent of the Holder except to a successor in the event of a Fundamental Transaction. This Warrant shall be binding on and inure
to the benefit of the Company and the Holder and their respective successors and assigns. Subject to the preceding sentence, nothing
in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy
or cause of action under this Warrant.


 


(d)               Amendment
and Waiver. Except as otherwise provided herein and to the extent, and only to the extent, provided in the Warrant
Agency Agreement (with respect to Book-Entry Warrants), the provisions of this Warrant may be amended and the Company may
take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has
obtained the written consent of the Holder of this Warrant.


 


(e)              
Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and
conditions contained herein.


 


(f)             
Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS
WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION
OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT
IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT. NOTHING
CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY
AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.


 


(g)              
Headings. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed
to limit or affect any of the provisions hereof.


 


(h)               Severability.
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby,
and the Company and the Holder will attempt in good faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this
Warrant.


 






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(i)                 Entire
Agreement. With respect to any Certificated Warrants, this Warrant constitutes the entire agreement and understanding
of the Company and the Holder with respect to the subject matter hereof and supersedes all prior agreements and
understandings relating to the subject matter hereof.


 


(j)                 Warrant
Agency Agreement. The Book-Entry Warrants are issued subject to the Warrant Agency Agreement. To the extent any
provision of this Warrant conflicts with the express provisions of the Warrant Agency Agreement, the provisions of this
Warrant shall govern and be controlling; provided, however, that all provisions with respect to the rights, duties, protections and liability of the Warrant Agent
only shall be determined and interpreted solely by the provisions of the Warrant Agency Agreement.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






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IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	McEWEN MINING INC.
	 
	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 





	 	Countersigned (such countersignature is not applicable to Certificated Warrants)
	 	 
	 	COMPUTERSHARE INC.
	 	COMPUTERSHARE TRUST COMPANY, N.A.,
	 	as Warrant Agent
	 	 
	 	 
	 	By:	                                     
	 	 	Name:
	 	 	Title:



 






     


     


    

 


         Schedule 1


 


FORM OF EXERCISE NOTICE