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EX-99.1 - EX-99.1 - McEwen Mining Inc.a12-5663_8ex99d1.htm





Washington, D.C.  20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):  March 26, 2012



(Exact name of registrant as specified in its charter)



(State or other jurisdiction of
incorporation or organization)



(Commission File



(I.R.S. Employer
Identification No.)


Suite 4750, 181 Bay Street



P.O. Box 792



Toronto, Ontario, Canada


M5J 2T3

(Address of principal executive offices)


(Zip Code)


Registrant’s telephone number including area code:  (866) 441-0690


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 7.01


Regulation FD Disclosure.


On March 26, 2012, McEwen Mining Inc. (the “Company”) issued a press release regarding the proposed redemption of exchangeable shares of its subsidiary, US Gold Canadian Acquisition Corporation. A copy of the press release is attached to this report as Exhibit 99.1.


The information furnished under this Item 7.01, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.


Item 9.01


Financial Statements and Exhibits.






Exhibit.  The following exhibit is furnished with this report:






99.1                           Press release dated March 26, 2012.


Cautionary Statement


With the exception of historical matters, the matters discussed in the press release include forward-looking statements within the meaning of applicable securities laws that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained therein. Such forward-looking statements include, among others, statements regarding current and future exploration and development activities. Factors that could cause actual results to differ materially from projections or estimates include, among others, precious metals prices, economic and market conditions and future drilling results, as well as other factors described in our Annual Report on Form 10-K for the year ended December 31, 2011, and other filings with the United States Securities and Exchange Commission (“SEC”). Most of these factors are beyond the Company’s ability to predict or control. The Company disclaims any obligation to update any forward-looking statement made in the press release. Readers are cautioned not to put undue reliance on forward-looking statements.


U.S. investors should be aware that McEwen Mining has no “reserves” as defined by Industry Guide 7 adopted by the SEC, and are cautioned not to assume that any part or all of the mineralization will ever be confirmed or converted into Guide 7 compliant “reserves.”






Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.









Date: March 26, 2012


/s/ Perry Y. Ing



Perry Y. Ing, Vice President and
Chief Financial Officer




Exhibit Index


The following is a list of the Exhibits furnished herewith.







Description of Exhibit






Press release dated March 26, 2012.