Exhibit 10.2


 


POST-CLOSING UNDERTAKING


 


	TO:	SPROTT PRIVATE RESOURCE LENDING II (COLLECTOR), LP, AS ADMINISTRATIVE AGENT (THE “AGENT”)



 


	AND TO:	EVANACHAN LIMITED, AS LENDER (“EVANACHAN”)



 


 


	
        AND TO:

         
	SPROTT PRIVATE RESOURCE LENDING II (COLLECTOR), LP, AS LENDER (“SPROTT” AND TOGETHER WITH EVANACHAN, THE “LENDERS”, AND EACH, A “LENDER”)


 





	AND TO:	DENTONS CANADA LLP


 





	RE:	AMENDED AND RESTATED CREDIT AGREEMENT DATED JUNE 25, 2020 AMONG MCEWEN MINING INC., AS BORROWER,
THE AGENT, AS ADMINISTRATIVE AGENT AND THE LENDERS, AS LENDERS (THE “CREDIT AGREEMENT”)



 


WHEREAS pursuant
to a credit agreement dated August 10, 2018, as amended October  28, 2018 (the “Original Credit Agreement”),
among McEwen Mining Inc., as borrower (the “Borrower”), Evanachan, Mark Shoom and Stephen Rider, as lenders
and Royal Capital Management Corp., as agent (the “Original Agent”), the lenders thereunder agreed to establish
a credit facility in favour of the Borrower;


 


AND WHEREAS pursuant
to an agent assignment and assumption agreement dated June 25, 2020 (the “Agent Assignment and Assumption Agreement”),
the Original Agent was replaced as agent under the Original Credit Agreement by the Agent;


 


AND WHEREAS pursuant
to a lender assignment and assumption agreement dated June 25, 2020, Mark Shoom and Stephen Rider were replaced as lenders
under the Original Credit Agreement by Sprott Private Resource Lending II (Collector), LP;


 


AND WHEREAS the
Agent, the Lenders and the Borrower have amended and restated the Original Credit Agreement pursuant to the Credit Agreement;


 


AND WHEREAS pursuant
to the Agent Assignment and Assumption Agreement, and as confirmed pursuant to the Credit Agreement, all Loan Documents (including
for certainty, the Security Documents) were assigned by the Original Agent to the Agent;


 


AND WHEREAS it
is a condition under the Credit Agreement that the Borrower and the Guarantors satisfy certain undertakings within a prescribed
time period and, in connection therewith, that the Borrower and the Guarantors deliver this undertaking to the Agent and the Lenders;


 


AND WHEREAS all
capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement unless otherwise defined herein;


 


NOW THEREFORE
in consideration of the Agent and Lenders entering into the Credit Agreement and the Lenders continuing to make the Credit Facility
available to the Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Borrower and the Guarantors hereby covenant and agree as follows:


 






    


    - 2 -


    

 







		1.	Undertaking and further assurances. The Borrower and the Guarantors, as applicable, shall,
within the time frames specified in Schedule “A” attached hereto (i) sign and deliver (or cause to be signed and
delivered) the documents referred to in Schedule “A” and any further documents required by the Agent in connection
therewith and (ii) do (or cause to be done) all acts and provide all reasonable undertakings set out in Schedule “A”.



 


		2.	Event of Default. Each of the Borrower and the Guarantors acknowledges that, except to the
extent set out otherwise herein, failure by it to satisfy any of the undertakings within each prescribed time period set out in
Schedule “A” will constitute an Event of Default as that term is defined under the Credit Agreement.



 


		3.	Additional obligations. The obligations of the Borrower and the Guarantors under this undertaking
are in addition to and not a substitution for any other obligation of the Borrower and the Guarantors pursuant to the Loan Documents.



 


		4.	Material inducement. The provisions of this undertaking constitute a material inducement
to the Agent and the Lenders, without which the Lenders would not maintain the Credit Facility and the Agent and Lenders would
not have entered into the Credit Agreement.



 


		5.	Binding effect. This undertaking enures to the benefit of the Agent and Lenders and binds
the Borrower, the Guarantors and their respective successors and assigns.



 


		6.	Governing law. The laws of the Province of Ontario and the laws of Canada applicable in
that province, excluding any rule or principle of conflicts of law that may provide otherwise, govern this undertaking.



 


		7.	Counterparts. This undertaking may be signed in any number of counterparts, each of which
is an original, and all of which taken together constitute one single document. Counterparts may be transmitted by fax or in electronically
scanned form. Parties transmitting by fax or electronically shall also deliver the original counterpart to each other party, but
failure to do so does not invalidate this undertaking.



 


[signature page to follow]


 






    


     


    

 


This Post-Closing Undertaking has been
executed by the undersigned as of this 25th day of June, 2020.


 





	 	 	BORROWER:
	 	 	 
	 	 	 
	 	 	MCEWEN MINING INC.
	 	 	 
	 	 	 
	 	 	Per:	/s/ Robert McEwen
	 	 	Name:	Robert McEwen
	 	 	Title:	Chairman and Chief Executive Officer
	 	 	 
	 	 	GUARANTORS:
	 	 	 
	 	 	10393444 CANADA INC.
	 	 	 
	 	 	 
	 	 	Per:	/s/ Andrew Iaboni
	 	 	Name:	Andrew Iaboni
	 	 	Title:	Vice President and Secretary
	 	 	 
	 	 	LEXAM VG GOLD INC.
	 	 	 
	 	 	 
	 	 	Per:	/s/ Andrew Iaboni
	 	 	Name:	Andrew Iaboni
	 	 	Title:	Chief Financial Officer
	 	 	 
	 	 	912413 ONTARIO INC.
	 	 	 
	 	 	 
	 	 	Per:	/s/ Andrew Iaboni
	 	 	Name:	Andrew Iaboni
	 	 	Title:	President and Secretary
	 	 	 
	 	 	VG HOLDINGS INC.
	 	 	 
	 	 	 
	 	 	Per:	/s/ Andrew Iaboni
	 	 	Name:	Andrew Iaboni
	 	 	Title:	Chief Financial Officer and Secretary
	 	 	 
	 	 	LEXAM EXPLORATIONS (USA), INC.
	 	 	 
	 	 	 
	 	 	Per:	/s/ Andrew Iaboni
	 	 	Name:	Andrew Iaboni
	 	 	Title:	President and Treasurer



 


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	 	 	TONKIN SPRINGS GOLD MINING COMPANY
	 	 	 
	 	 	 
	 	 	Per:	/s/ Andrew Iaboni
	 	 	Name:	Andrew Iaboni
	 	 	Title:	Chief Financial Officer, Secretary, and Treasure
	 	 	 
	 	 	U.S. ENVIRONMENTAL CORPORATION
	 	 	 
	 	 	 
	 	 	Per:	/s/ Andrew Iaboni
	 	 	Name:	Andrew Iaboni
	 	 	Title:	Vice President, Secretary, and Treasurer
	 	 	 
	 	 	TONKIN SPRINGS VENTURE LIMITED PARTNERSHIP, by its general partner, TONKIN SPRINGS GOLD MINING COMPANY
	 	 	 
	 	 	 
	 	 	Per:	/s/ Andrew Iaboni
	 	 	Name:	Andrew Iaboni
	 	 	Title:	Chief Financial Officer, Secretary and Treasurer of general partner
	 	 	 
	 	 	TONKIN SPRINGS LLC, by its Manager, TONKIN SPRINGS VENTURE LIMITED PARTNERSHIP
	 	 	 
	 	 	 
	 	 	Per:	/s/ Andrew Iaboni
	 	 	Name:	Andrew Iaboni
	 	 	Title:	Chief Financial Officer, Secretary and Treasurer of Manager
	 	 	 
	 	 	MCEWEN MINING NEVADA INC.
	 	 	 
	 	 	 
	 	 	Per:	/s/ Andrew Iaboni
	 	 	Name:	Andrew Iaboni
	 	 	Title:	Secretary and Treasurer
	 	 	 
	 	 	GOLDEN PICK LLC, by its Manager, ANDREW IABONI
	 	 	 
	 	 	 
	 	 	Per:	/s/ Andrew Iaboni
	 	 	Name:	Andrew Iaboni
	 	 	Title:	Manager



 


Signature page to Post-Closing Undertaking


 






    


     


    

 


	 	 	WKGUS LLC, by its Manager, ANDREW IABONI
	 	 	 
	 	 	 
	 	 	Per:	/s/ Andrew Iaboni
	 	 	Name:	Andrew Iaboni
	 	 	Title:	Manager
	 	 	 
	 	 	NEVADA PACIFIC GOLD (US), INC.
	 	 	 
	 	 	 
	 	 	Per:	/s/ Andrew Iaboni
	 	 	Name:	Andrew Iaboni
	 	 	Title:	Secretary and Treasurer
	 	 	 
	 	 	NPGUS LLC, by its Manager, ANDREW IABONI
	 	 	 
	 	 	 
	 	 	Per:	/s/ Andrew Iaboni
	 	 	Name:	Andrew Iaboni
	 	 	Title:	Manager
	 	 	 
	 	 	TICUP LLC, by its Manager, ANDREW IABONI
	 	 	 
	 	 	 
	 	 	Per:	/s/ Andrew Iaboni
	 	 	Name:	Andrew Iaboni
	 	 	Title:	Manager
	 	 	 
	 	 	PANGEA RESOURCES, INC.
	 	 	 
	 	 	 
	 	 	Per:	/s/ Andrew Iaboni
	 	 	Name:	Andrew Iaboni
	 	 	Title:	Chief Financial Officer, Secretary and Treasurer
	 	 	 
	 	 	GOLD BAR ENTERPRISES LLC, by its Manager, ANDREW IABONI
	 	 	 
	 	 	 
	 	 	Per:	/s/ Andrew Iaboni
	 	 	Name:	Andrew Iaboni
	 	 	Title:	Manager



 


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SCHEDULE "A"


 


	
        Undertaking

         
	
        Time Period

         

	1.	Compania Minera Pangea S.A. de C.V.’s Shareholders’ Resolutions’ approving the Amendment Agreement to the Stock Pledge Agreement and acts thereto.	On or before July 6, 2020
	2.	Amendment Agreement to the Stock Pledge Agreement duly executed before a Mexican Public Notary.	On or before July 10, 2020
	3.	Exhibits of the Amendment Agreement to the Stock Pledge Agreement – (i) the Original Credit Agreement duly translated into Spanish by expert translator authorized by Mexican Courts (completed); (ii) the Credit Agreement duly translated into Spanish by expert translator authorized by Mexican Courts; (iii) Certification of the Secretary of the Board of Directors of Compania Minera Pangea S.A. de C.V.of the last entry of the Registry of Shares Corporate Book where the actual shareholders are registered with their actual shareholding; (iv) Certification of the Secretary of the Board of Directors of Compania Minera Pangea S.A. de C.V.of the entry of the Registry of Shares Corporate Book where the Agent, for the benefit of the Lenders, appears as registered pledgee.	At the same time of execution of item 2. above.
	4.	Entry of the Shares Registry Corporate Book of Compania Minera Pangea S.A. de C.V. updating Agent for the benefit of the Lenders, as pledgee. 	At the same time of execution of item 2. above.
	5.	Delivery of the Shares Certificates Compania Minera Pangea S.A. de C.V. including its endorsement in pledge in favor of the Agent, for the benefit of the Lenders.	At the same time of execution of item 2. above.
	6.	Registration before the Registry of Guarantees on Movable Assets (Registro Unico de Garantías Mobiliarias) of the Amendment Agreement to the Stock Pledge Agreement with respect to the pledge by Pangea Resources, Inc of the Shares of Compania Minera Pangea S.A. de C.V.	1 day following receipt of items 2 and 3 above
	7.	Power of Attorney granted by Pangea Resources, Inc., as pledgor, duly formalized before a Mexican Public Notary, irrevocably appointing the Agent, for the benefit of the Lenders, as its attorney-in-fact to exercise any rights of the pledgor, in connection with the Pledged Assets.	3 days following receiving items 2. and 3. above
	8.	Cancellation of existing Power of Attorney (Public Instrument number 68,908 dated August 9, 2018).	At the same time of item 7. above.
	9.	Such authorizations and other documents, as applicable, to register the demand debenture (the "Debenture") dated as of August 10, 2018 executed by 10393444 Canada Inc., Lexam VG Gold Inc., and VG Holdings Inc. as against any additional patented properties acquired after the initial registration of the Debenture or that otherwise comprise of any such signatory’s presently-owned Property and any mining rights or interests therein.	On or before July 31, 2020
	10.	Such authorizations and other documents, as applicable, to complete the transfer of the Debenture against the leasehold mining claims of any Loan Party thereto.	On or before July 31, 2020
	11.	Such authorization and other documents, as applicable, to complete the registration of the assignment agreement against the unpatented mining claims owned by any Loan Party on which the Debenture is currently registered.	On or before July 31, 2020
	12.	Such authorizations and other documents, as applicable, to complete the registration of the Debenture against any additional unpatented properties acquired after the initial registration of the Debenture or otherwise comprise the Properties and any mining rights or interests therein.	On or before July 31, 2020
	13.	Second Amended and Restated Securities Account Control Agreement re: Lexam VG Gold Inc., it shall not be an Event of Default if such party refuses to deliver such document despite the best efforts of the Borrower.	On or before July

  6, 2020



 






    


     


    

 


	14.	Second Amended and Restated Securities Account Control Agreement re: the Borrower, it shall not be an Event of Default if such party refuses to deliver such document despite the best efforts of the Borrower.	On or before July 

6, 2020
	15.	Amended and Restated Blocked Accounts Agreement re: the Borrower, it shall not be an Event of Default if such party refuses to deliver such document despite the best efforts of the Borrower.	On or before July 

6, 2020
	16.	Confirmation of recording in the respective relevant counties of the Assignments of Deeds of Trust with respect to the Nevada properties.	On or before July

  6, 2020
	17.	Confirmation of recording in the respective relevant counties of the Assignment of Notice of Pledge with respect to the Borrower.	On or before July 24, 2020
	18. 	Confirmation of recording in the respective relevant counties of the Assignment of Notice of Pledge with respect to Tonkin Springs LLC.	On or before July 24, 2020
	19.	Opinion of Erwin Thompson Faillers with respect to proper recording, enforceability and effectiveness of the assignments of the Deeds of Trust and assignment of the Notice of Pledges encumbering the Nevada properties.	Within 7 days 

following receipt

 of items 18, 19, 20
	20.	Delivery of confirmation of insurance with Agent as additional insured added as re: umbrella policy.	On or before July 

3, 2020
	21.	Delivery of confirmation of insurance adding Agent as Loss payee re: Argentina insurance 	On or before July 

3, 2020
	22.	Opinion of Polsinelli with respect to corporate opinions of certain guarantors.	On or before June 26, 2020
	23.	Certified extract of minutes of a meeting of the board of directors for the Borrower.	On or before June 26, 2020