Mr. Rob McEwen reports

MCEWEN MINING COMPLETES UPSIZED $110 MILLION OFFERING OF CONVERTIBLE SENIOR UNSECURED NOTES

McEwen Mining Inc. has closed its previously announced offering of 5.25 per cent convertible senior notes due 2030 in an aggregate principal amount of $110-million, which includes the upsized offering of $95-million and the exercise in full of the $15-million option granted to the initial purchasers of the notes. All amounts are in U.S. dollars.

The initial conversion rate for the notes is 88.9284 shares of the company's common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $11.25 per share, which represents a premium of approximately 30 per cent to the closing sale price of the company's common stock on Feb. 6, 2025; the capped call (1) has the potential to synthetically increase the effective conversion price for conversions at maturity to $17.30 per share, which represents a premium of 100 per cent to the closing sale price on the New York Stock Exchange of the company's common stock on Feb. 6, 2025.

"McEwen Mining chose this innovative financing to fund accretive growth initiatives at what we view as an attractive cost of capital designed to minimize potential dilution to our existing stockholders. I am excited about the prospects for our company while protecting our stockholders from substantial dilution. Dilution from this financing has the potential to be zero if the stock price at maturity is at or below $17.30, a 100-per-cent premium to our NYSE closing sale price of $8.65 on Feb. 6, 2025. In addition, the notes are unsecured, while carrying a coupon of 5.25 per cent, which is 4.5 per cent lower than the 9.75-per-cent coupon paid on the outstanding senior secured debt of $40-million. This debt will be reduced to $20-million through partial repayment using a portion of the net proceeds from the offering. The remaining net proceeds will be used for general corporate purposes. As a result of our exploration success expanding our gold resources, we are developing plans that target an increase in the Fox complex's gold production from 30,000 ounces in 2024 to 60,000 ounces in 2027 and to 150,000 ounces by 2030," commented Rob McEwen, chairman and chief owner.

Final details of the offering:

• Approximately $90.8-million of net proceeds after adjusting for $15.1-million of capped call costs, and $4.1-million of underwriting costs and other offering expenses;
• Interest rate of 5.25 per cent per year, payable semi-annually in arrears on Feb. 15 and Aug. 15 of each year, beginning Aug. 15, 2025;
• Initial conversion rate of 88.9284 shares of common stock per $1,000 principal amount of notes, which represents a conversion price of approximately $11.25 per share;
• Effective conversion price for conversions at maturity of up to $17.30 per share after giving effect to the capped call;
• The notes are callable at the company's option on or after Aug. 21, 2028, if the company's common stock is at least approximately $14.62 (130 per cent of the approximately $11.25 conversion price) for a specified period;
• The notes will mature on Aug. 15, 2030, unless earlier converted, redeemed or repurchased.

Use of net proceeds for the offering:

• Approximately $15.1-million to pay the cost of the capped call;
• $20-million to partially repay a portion of the company's borrowings under its senior secured credit facility; and
• The remaining net proceeds are for general corporate purposes.

(1) A capped call is an options strategy used by companies issuing convertible debt to reduce potential equity dilution upon conversion. It involves purchasing call options at the convertible bonds strike price while simultaneously selling higher-strike call options, limiting the potential stock appreciation benefit for bondholders and effectively raising the conversion price.

We seek Safe Harbor.