MUX 10-K & 10-Q changes, risk factors and insider trading

We derive all of our revenue from the sale of gold and silver and our results of operations will fluctuate as the prices of these metals change. A period of significant and sustained lower gold and silver prices would materially and adversely affect our results of operations and cash flows. In the event metal prices decline or remain low for prolonged periods of time, our existing producing properties may become uneconomic, and we might be unable to develop our undeveloped properties, which may further adversely affect our results of operations, financial performance, and cash flows. An asset impairment charge may also result from the occurrence of unexpected adverse events, including a material diminution in the price of gold, silver, and/or copper, that impacts our estimates of expected cash flows generated from our producing properties or the market value of our non-producing properties and investments, including McEwen Copper Inc.

During 2024,2025, the price of gold, as measured by the London P.M. fix, fluctuated between $1,985$2,633 and $2,778$4,449 per ounce, the price of silver fluctuated between $22.08$29.41 and $34.51$74.84 per ounce, and the price of copper fluctuated between $3.55$4.05 and $4.90$5.86 per ounce. As at March 13, 2025,2026, gold, silver and copper prices were $2,974.05$5,045.00/oz, $33.15/oz,$83.70oz, and $4.88$5.76/lb, respectively.

For the year ended December 31, 2024,2025, the Company incurredgenerated a pre-tax lossincome of $46.7$6.9 million. During the two years ended December 31, 2023,2024, and 2022,2023, we generated a pre-tax profitloss and a pretax lossincome of $67.0$46.7 million and $80.3$67.0 million, respectively. As of December 31, 2024,2025, our accumulated deficit, which includes historic non-cash impairment charges, was $1.3 billion. In the future, our ability to remain profitable will depend on the profitability of the Gold Bar mine,Mine theComplex, Fox Complex, includingEl the Froome mine and Stock deposits,Gallo and the San José mine, our ability to generate revenue sufficient to cover our costs and expenses, and our ability to advance, sell or otherwise monetize our other properties and our interest in the Los Azules copper project. In pursuit of profitability, we will seek to identify additional mineralization that can be extracted economically at operating and exploration properties. For our non-operating properties that we believe demonstrate economic potential, we need to either develop our properties, locate and enter into agreements with third party operators, or sell the properties. We may suffer significant additional losses in the future and may not be profitable again.

We have in the past and will likely in the future require significant capital to develop our exploration projects. A significant portion of that funding in the past has come in the form of sales of our common stock. We continue to evaluate capital and development expenditure requirements as well as other options to monetize certain assets in the Company’s portfolio including Los Azules, Grey Fox, Stock and theEl Fenix Project.Gallo. If we make a positive decision to develop one or more of these initiatives, the expenditure required may significantly exceed our working capital. Our ability to obtain necessary funding, in turn, depends upon a number of factors, including the state of the economy, our operating results and applicable commodity prices. We may not be successful in obtaining the required financing to advance our projects or for other purposes, on terms that are favorable to us or at all, in which case, our ability to replace depleted mineral reserves and continue operating would be adversely affected. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration or potential development and in the possible partial or total loss of our interest in certain properties. Even if we are successful in obtaining additional equity capital, it will result in dilution to existing shareholders. Additionally, any conversion of our convertible debt, such as the 5.25% Convertible Senior Notes due 2030, could result in dilution to our existing equity shareholders to the extent we deliver common stock upon such conversion.

We cannot be certain that our cash flow from operations will be sufficient to allow us to pay the principal and interest on our debt and meet our other obligations. Even if we have sufficient cash flow to retire theour debt, those payments will affect the amount of cash we have available for capital investment, exploration, ongoing operations and other purposes. Payments on our debt may also inhibit our ability to react to changing business conditions.

Our recent development activities, including at ourthe Gold Bar mineMine Complex and at the Fox Complex, may not result in the expansion or replacement of past production with new production, or one or more of these new production sites or facilities may be less profitable than currently anticipated or may not be profitable at all, any of which could have a material adverse effect on our results of operations and financial position.

Our continuing reclamation obligations at Tonkin, Gold Bar,Bar Complex, the Fox Complex, the El Gallo,Gallo mine, and other properties could require significant additional expenditure.

We are responsible for the reclamation obligations related to disturbances on all our properties. In Canada and the United States, we are required to post bonds to ensure performance of our reclamation obligations. As of December 31, 2024,2025, we have accrued $46.1$39.5 million in discounted estimated reclamation costs for our properties,properties includingin $44.8United States and Canada with a corresponding $48.2 million covered by surety bonds for projects in the United States and Canada.bonds. We have not posted a bond in Mexico as none is required by the current legislation; however, we have recorded a liability of $7.0$6.4 million based on the estimated amount of our reclamation obligations in that jurisdiction.

FromWe Junehave 2015not made distributions to our shareholders since September 2018, and we paidmay anot distributionmake to holders of our common stock on a semi-annual basis. Thoseany distributions were suspended in Marchthe 2019.future. Any determination to reinstatemake this distributiondistributions on our common stock will be based primarily upon covenants in outstanding debt instruments, our financial condition, results of operations and capital requirements, including for capital expenditures and acquisitions, and our Board of Directors’ determination that the distribution to shareholders is in the best interest of our shareholders and in compliance with all laws and agreements applicable to the Company.

Even if McEwen Copper Inc. is successful in achieving one or more of its strategic initiatives at the Los Azules project, its development presentsand challengescopper thatprice mayassumption negativelyprovide affect, if not completely negate, the feasibilityuncertainty for development of the property.

Los Azules is located in a remote location, previously accessible only by 75 miles of dirt road with fourteen river crossings and two mountain passes above 13,450 feet. An additional access road at lower altitude was completed in May 2022, which has one mountain pass above 11,000 feet. Even assuming that technical difficulties associated with this remote location can be overcome, the significant capital costs required to develop the project may make the project uneconomical. Ifif the long-term price of copper decreased significantly below the current price or capital cost estimates increased significantly, Los Azules may not be feasible for development, and we may have to write off the remaining carrying value of our investment in McEwen Copper Inc. Furthermore, the project’s economic feasibility has not yet been demonstrated through a full feasibility study. The Initial Assessment (“IA”) is preliminary in nature, includes S-K 1300 mineral resources that are considered too speculative geologically to have economic considerations applied to them that would allow them to be categorized as mineral reserves either under S-K 1300 or NI 43-101, and there is no certainty that the IA will be realized.

Due to increased activity levels of non-governmental, aboriginal, and local groups targeting the mining industry, the potential for the government or process instituted by non-governmental, aboriginal, and local groups, to delay the issuance of permits or impose new requirements or conditions upon mining operations may be increased. Any changes in government policies may be costly to comply with and may delay mining operations. Future changes in such laws and regulations, if any, may adversely affect our operations, make them prohibitively expensive, or prohibit them altogether. If our interests are materially adversely affectedaffected, as a result of a violation of applicable laws, regulations, permitting requirements or a change in applicable law or regulations, it would have a significant negative impact on the value of our company and could have a significant impact on our stock price.

The U.S. federal government has made changes to the U.S. trade policy,policy. including entering into a successor to the North American Free Trade Agreement (“NAFTA”), known as the United States-Mexico-Canada Agreement (“USMCA”), effective as of July 1, 2020. In addition, theThe U.S. federal government has implemented tariffs on certain foreign goods and may implement additional tariffs on foreign goods. EffectiveBeginning FebruaryMarch 4, 2025, and effective through February 24, 2026, the U.S. Presidentgovernment issued animplemented executive orderorders imposing a 25% tariff of between 10% and 35% on certain imports from Mexico and Canada; intothese thetariffs Unitedwere States.followed by additional 10% tariffs on goods from certain imports from Argentina. As we currently have mining operations in the United States, these tariffs would have the effect of increasingincreased the costs of our inputsproduct from Argentina, Mexico and Canada as well as inputs from those countries used in our operations, such as supplies, equipmentequipment, and machinery. Additionally,In response, the Canadian andgovernment Mexican governments have indicated their intention to imposeimposed retaliatory tariffs of 25% on importsa frombroad therange Unitedof States,U.S. whichgoods, though many of these measures were reduced or withdrawn beginning in August 2025. Mexico’s retaliatory actions have been more limited and delayed, with some measures postponed indefinitely. These tariffs would have a similar effect on U.S. goods imported for use at our Mexican and Canadian operations. SuchAs of today, these tariffs have been found unlawful by the Court, and the company may be eligible for refund of certain tariffs paid; however, no refund is guaranteed, any refund may not be received by the company for some time, and any refund received may not fully offset the administrative burden of the tariffs while they were implemented. Further, effective February 25, 2026, the U.S. government implemented new tariffs on most imports into the U.S. from all countries under section 122 of the Trade Act of 1974, which permits the imposition of up to 15% tariffs for up to 150 days; these tariffs are currently at a rate of 10%. Future tariffs under alternative statutes are expected. These tariffs and any further legislation or actions taken by the U.S. federal government that restrict trade, such as additional tariffs, trade barriers, and other protectionist or retaliatory measures taken by governments in Canada, Mexico, Europe, Asia, and other countries, could adversely impact the cost of our products and the components and raw materials that go into making them. These increased costs could adversely impact the gross margin that we earn on our products, which could make our business less competitive. Countries may also adopt other protectionist measures that could limit our ability to offer our products and services. The ultimate impact of any tariffs will depend on various factors, including if any tariffs are ultimately implemented, the timing of implementation, and the amount, scope, and nature of the tariffs. Further, United States-Mexico-Canada Agreement (“USMCA”) requires a formal evaluation of the agreement six years after its entry into force, which will commence July 1, 2026.

With respect to the El Gallo mine in Mexico, there has been an ongoing level of violence and crime relating to drug cartels and gangs in Sinaloa State where we operate, and in other regions of Mexico. Our facility at the El Gallo mine was robbed in 2015. On December 17, 2019, the US State Department issued a Level 2 (“Increased caution”) warning with respect to five Mexican states, including Sinaloa State, due to violent crime. On September 8, 2020, the US State Department issued a Level 3 (“Reconsider travel”) warning with respect to five Mexican states, including Sinaloa State, due to violent crime and COVID-19. On April 20, 2021, the US State Department issued a Level 4 (“Do not travel”) warning with respect to six Mexican states, including Sinaloa State, due to violent crime and COVID-19. On January 5, 2023, the US State Department reiterated its caution against travel to Sinaloa State due to unrest resulting from the capture of Ovidio Guzmán López, a high-ranking member of the Sinaloa Cartel. A general update on August 22, 2023 reiterated a do not travel warning to Sinaloa State due to violent crime and kidnapping. Sinaloa State continued to be classified as a do not travel state in 20242025 and this classification continues into 2025.2026. On January 23, 2026, ten employees from Vizla Silver Corp. were kidnapped in Sinaloa and is suspected to be a result of cartel activity. These events may disrupt our ability to carry out exploration and mining activities and may affect the safety and security of our employees and contractors.

Our mining operations require significant quantities of water for mining, ore processing and related support facilities. Our operations in the United States, Mexico and Argentina are in areas where water is scarce and competition among users for continuing access to water is significant. Continuous production at our mines is dependent on our ability to maintain our water rights and claims and to defeat claims adverse to our current water uses in legal proceedings. Although each of our operations currently has sufficient water rights and claims to cover its operational demands, weWe cannot predict the potential outcome of pending or future legal proceedings relating to our water rights, claims and uses. Water shortages may also result from weather or environmental and climate impacts out of the Company’s control.

All aspects of our operations are subject to United States, Canada, Mexico and Argentina federal, state and local environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste, including cyanide. EnvironmentalFurture environmental legislation is evolving in a manner which willmay require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for us and our officers, directors and employees. Future changes in environmental regulation, if any, may adversely affect our operations, make our operations prohibitively expensive, or prohibit them altogether. Environmental hazards may exist on our properties that are unknown to us at the present and that have been caused by us, previous owners or operators, or that may have occurred naturally. We utilize explosives in our business, which could cause injury to our personnel, and damage to our equipment or assets. Mining properties from the companies we have acquired may cause us to be liable for remediating any damage that those companies may have caused. The liability could include response costs for removing or remediating the release and damage to natural resources, including ground water, as well as the payment of fines and penalties. Failure to comply with applicable environmental laws, regulations and permitting requirements may also result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities, causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.

A portion of our operations and construction projects are currently conducted in whole or in part by contractors, including our operations at the Gold Bar mineMine Complex, Fox Complex and FoxEl Complex.Gallo. As a result, our operations are subject to a number of risks, some of which are outside our control, including:

If the employees or contractors at the Gold Bar mine,Mine Complex, Fox Complex, El Gallo, or San José mine were to engage in a strike, work stoppage, or other slowdown in the future, we could experience a significant disruption of our operations. Such disruption could interfere with our business operations and could lead to decreased productivity, increased labor costs, and lost revenue.

A number of governments have introduced or are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels. Regulations relating to emission levels (such as carbon taxes) and energy efficiency are becoming more stringent.stringent in some jurisdictions. If the current regulatory trend continues, this may result in increased costs at some or all of our project locations. In addition, the physical risks of climate change may also have an adverse effect on our operations and properties. Extreme weather events have the potential to disrupt our power supply, surface operations and exploration at our mines and may require us to make additional expenditures to mitigate the impact of such events.

Some of the countries in which we operate have implemented, and are developing, laws and regulations related to climate change and greenhouse gas emissions. In December 2009, the United States Environmental Protection Agency (“EPA”) issued an endangerment finding under the U.S. Clean Air Act that current and projected concentrations of certain mixed greenhouse gases, including carbon dioxide, in the atmosphere threaten the public health and welfare. Additionally,In August 2015, the United States and China signed a bilateral agreement in November 2014 that committed the United States to reduce greenhouse gas emissions by an additional 26% to 28% below 2005 levels by the year 2025. The EPA in August 2015 issued final rules for the Clean Power Plan under Section 111 (d) of the Clean Air Act designed to reduce greenhouse gas emissions atfrom electric utilitiesutilities. in line with reductions planned for the compliance with the Paris Agreement. As part of a regulatory review, onOn June 19, 2019, the EPA repealed the Clean Power Plan and replaced it with the Affordable Clean Energy rulerule. whichIn eliminatesApril most of2024, the emissionEPA reductionrepealed standardsthe includedAffordable Clean Energy rule and adopted new greenhouse gas regulations applicable to certain fossil fuel-fired power plants. In February 2026, the EPA finalized a rule rescinding the 2009 greenhouse gas endangerment finding. The February 2026 rule has been challenged in the CleanUnited PowerStates Plan.Court Thatof ruleAppeals is nowfor the subjectDistrict of challengesColumbia inCircuit, and federal greenhouse gas regulation under the courts.Clean Air Act remains subject to ongoing judicial review and regulatory action. . Legislation and increased regulation and requirements regarding climate change could impose increased costs on us, our venture partners and our suppliers, including increased energy, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations.

Greater scrutiny on the private sector broadly and multi-national companies specifically, to contribute to sustainable outcomes in the places where they operate, has led to a proliferation of standards and reporting initiatives focused on environmental stewardship, social performance and transparency. Extractive industries, and mining in particular, have seen significant increases in stakeholder expectations. These businesses are increasingly required to meaningfully engage with impacted stakeholders, and understand, avoid, or mitigate negative impacts while optimizing economic development and employment opportunities associated with their operations. The expectation is for companies to create shared value for shareholders, employees, governments, local communities and host countries. Such expectations tend to be particularly focused on companies whose activities are perceived to have high socio-economic and environmental impacts. In response, we have developed and continue to evolve a system of Environmental, Social and Governance (“ESG”) management that includes standards, guidance, assurance, participation in international organizations focused on improved performance and outcomes for host communities and the environment. Despite the Company’s commitment to ongoing engagement with communities and stakeholders, noNo assurances can be provided that increased stakeholder expectations will not result in adverse financial and operational impacts to the business, including, without limitation, operational disruption, increased costs, increased investment obligations and increased taxes and royalties payable to governments.

A small number of existing shareholders own a significant portion of McEwen MiningInc. common stock, which could limit your ability to influence the outcome of any shareholder vote.

As of March 14,16, 2025,2026, Mr. McEwen beneficially owned approximately 16%14% of the 53.959.5 million shares of McEwen MiningInc. common stock outstanding. Under our Articles of Incorporation and the laws of the State of Colorado, the vote of the holders of a majority of the shares voting at a meeting at which a quorum is present is generally required to approve most shareholder action. As a result, Mr. McEwen will be able to significantly influence the outcome of shareholder votes for the foreseeable future, including votes concerning the election of directors, amendments to our Articles of Incorporation or proposed mergers, acquisitions or other significant corporate transactions.

We cannot be certain that we will be able to maintain adequate controls over disclosure and financial processes and reporting in the future. We have identified as recently as of the fiscal year ended December 31, 2024, control deficiencies that, in the aggregate, constituted a material weakness in our internal control over financial reporting. If we fail to maintain effective internal controls, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock may be negatively affected, and our financial position and results of operations could be harmed.

Our business partners’ technologies, systems and networks may become the target of cyber-attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, theft of property or other disruption of our business operations. In addition, certain cyber incidents, such as surveillance, may remain undetected for an extended period. A cyber incident involving our business partners’ information systems and related infrastructure could disrupt our business plans and negatively impact our operations. Although to date we have not experienced any significant cyberattacks, thereThere can be no assurance that we will not be the target of such attackscyberattacks in the future. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any security vulnerabilities.

Since 2020, our joint venture partner, Hochschild Mining plc, has published annual sustainability reports. Our El Gallo sustainability report includes our policies and practices on a variety of ESG matters, including water management and preservation; recycling; diversity, equity, and inclusion (“DEI”); employee health and safety; and human capital management. In addition, our business faces increasing scrutiny related to ESG issues, including sustainable development, renewable resources, environmental stewardship, supply chain management, climate change, DEI, workplace conduct, human rights, philanthropy and support for local communities. Implementation of our environmental and sustainability initiatives will require financial expenditures and employee resources.

We rely on refiners and smelters to refine and process and, in some cases, purchase the gold and silver doré and concentrate produced by our mines or the mines in which we have an interest. Access to refiners and smelters on economic terms is critical to our ability to sell our products to buyers and generate revenues. We have existing agreements with refiners and smelters, some of which operate their refining or smelting facilities outside the United States. We believe we currently have contractual arrangements with a sufficient number of refiners and smelters such that the loss of any one refiner or smelter would not significantly or materially affect our operations or our ability to generate revenues. Nevertheless, servicesServices provided by a refiner or smelter may be disrupted by new or increased tariffs, duties or other cross-border trade barriers, shipping delays, the bankruptcy or insolvency of one or more refiners or smelters or the inability to agree on acceptable commercial or legal terms with a refiner or smelter. Such an event or events may disrupt an existing relationship with a refiner or smelter or result in the inability to create (or the necessity to terminate) a contractual relationship with a refiner or smelter, which may leave us with limited, uneconomical or no access to refining or smelting services for short or long periods of time. Epidemics, pandemics, or natural disasters may also impact refiners, smelters or other third parties with which we have contractual arrangements or have an indirect effect on our ability to obtain refining, smelting or other third-party services.

TheThis discussion contains financial performance measures that are not prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP” or “GAAP”). Each of the following is a non-GAAP measure: cash costs, cash cost per ounce, all-in sustaining costs (“AISC”), all-in sustaining cost per ounce, adjusted earnings before interest, depreciation and amortization (“Adjusted EBITDA”), adjusted EBITDA per share and average realized price per ounce. These non-GAAP measures are used by management in running the business and we believe they provide useful information that can be used by investors to evaluate our performance and our ability to generate cash flows. These measures do not have standardized definitions and should not be relied upon in isolation or as a substitute for measures prepared in accordance with GAAP. For a reconciliation of these non-GAAP measures to the amounts included in our Consolidated Statements of Operations for the years ended December 31, 2024,2025, and 20232024 and to our Balance Sheets as of December 31, 2024,2025, and 2023,2024, and certain limitations inherent in such measures, please see the discussion under “Non-GAAP Financial Performance Measures”,beginning, beginning on page 77.

The following tables present selected financial and operating results of the company for the three months ended December 31, 2024, and 20232025 and for the years ended December 31, 2023, 2024, 2023, and 2022:2025.

Revenue from gold and silver sales: For thefull year ended December 31, 2024,2025, revenue from our 100%-owned operations increased to $174.5$197.6 million, up from $166.2$174.5 million infor 2023,full year 2024, reflecting an increase of 5%.13%. ThisFor improvementQ4/25, revenue from our 100%- owned operations was $64.4 million compared to $33.5 million for Q4/2024. These improvements were primarily driven by a 24% increase inhigher realized gold prices, which increased fromto $1,927$3,532 per GEO in 20232025 compared to $2,390 per GEO in 2024.2024, Theand positive$4,436 impactper of higher gold prices was partially offset by a 16% decreaseGEO in GEOsQ4/25, sold.compared to $2,648 in Q4/24.

Advanced project costs: Advanced project costs of $7.2$8.0 million infor full year 20242025 decreasedincreased by $75.4$0.8 million compared to full year 2023.2024. AdvancedThis projectincrease costswas primarily relatedattributable to the Fenix Project in 2024 and 2023, and to Los Azules in 2023. Following the deconsolidationcommencement of McEwen Copper in Q4/23, the Company’s attributable costs for Los Azules are recognized through the Loss from investment in McEwen Copper line item on our StatementGrey ofFox Operations and are no longer recognized within Advanced Project Costs.project.

Loss from investment in McEwen Copper: For full year 2024,2025, we recorded a loss of $47.0$25.5 million from our investments in McEwen Copper, compared withto $57.8a loss of $47.0 million recorded in full year 2023.2024. ThisFor Q4/25 a loss representsof $5.7 million was recorded as compared to $10.3 million for Q4/24. These losses represent our proportion of McEwen Copper’s net loss, which is driven primarily by exploration expenditure. Details of McEwen Copper’s operating results are presented in the “Operations Review” section of this MDA and Note 9 to the Consolidated Financial Statements. Effective September 3, 2025, Los Azules advanced into the development stage following the confirmation of economically viable mineral reserves. During this stage, eligible expenditures are capitalized and depreciated over the life of mine after commercial production is achieved.

Income from investment in MSC: For full year 2024,2025, we recorded an income of $9.0$41.1 million from our investments in MSC, compared with $0.1$9.0 million income recorded in full year 2023.2024. For Q4/25 we recorded an income of $33.6 million as compared to a loss of $4.3 million in Q4/24. This improvement was a result of year-over-year increaseincreases in realized gold and silver prices, favourablyconsiderably impactingimproving revenue,gross as well as lower depreciation and depletion.profits. Details of MSC’s operating results are presented in the “Operations Review” section of this MDA and Note 9 to the Consolidated Financial Statements.

Dilution gain on McEwen Copper: In Q4/2024,2025, the Company recognized an accounting gain of $0.8 million (Q4/24 - $5.8 million) resulting from the dilution of its ownership in McEwen Copper, which is included in other income on the Statement of Operations. This is discussed further in Note 9 to the Consolidated Financial Statements.

Our cash, cash equivalents and restricted cash balance decreasedincreased by $10.0$37.8 million during 2024,2025, from $27.5 million as at December 31, 2023 to $17.5 million as at December 31, 2024.2024 to $55.3 million as at December 31, 2025.

Cash provided by operating activities of $29.5$6.9 million during 20242025 reflects the net lossincome of $43.7$34.4 million for the period, adjusted for non-cash impacts, including net lossesincome from equity method investments of $38.0$15.6 million, depreciation, amortization, and depletion of $30.9$27.8 million, flow-through premium amortization of $5.6 million, income and mining tax recovery of $7.0$22.3 million, stock-based compensation of $3.2$3.7 million, a $5.8 million accounting gain resulting from dilution of Company’s ownership in McEwen Copper, and a $12.3$6.7 million change in non-cash working capital. Further details are provided in the Consolidated Statements of Cash Flows.

Cash used in investing activities of $58.0$48.0 million during 20242025 consisted of additions to mineral property interests and plant and equipment of $43.1$44.6 million, driven primarily by capital development at the Fox Complex and capitalized pre-stripping at the Gold Bar mine,Mine Complex, the investment in marketable securities of an$2.2 additional $14.0 million in McEwen Copper,million, and notesadvances receivableto acquiredrelated parties of $1.9$5.1 million.million, This was slightlypartially offset by $1.1the proceeds from sale of marketable securities of $1.6 million of cash and restricted cashdividends received from the acquisitionMSC of Timberline.$2.2 million.

Working capital as at December 31, 20242025 was negative $6.5$44.1 million, a $29.2$50.6 million decreaseincrease from $22.7negative $6.5 million as at December 31, 2023.2024. The decreaseincrease in working capital was driven by aan decreaseincrease in cash and cash equivalents of $9.3$37.3 million, a $2.1$2.9 million decreaseincrease in receivables from McEwen Copper, a $5.8$19.5 million increase in marketable securities, a $8.7 million increase in inventories, a $4.5 million decrease in flow-through share premium, and a $1.5 million decrease in tax liabilities, offset by a $16.5 million increase in accounts payables and accrued liabilities, a $1.9$4.0 million increase in contract liability, and a $1.5 million increase in reclamation and remediation liabilities, a $3.5 million increase in contract liability, a $3.8 million increase in flow-through share premium, and a $2.9 million increase in tax liabilities.

Subsequent to year-end, on February 11, 2025, the Company issued $110.0 million in 5.25% Convertible Senior Notes due 2030. Net proceeds from the issuance totaled approximately $90.8 million after deducting $15.1 million in capped call costs and $4.1 million in underwriting fees and other offering expenses. The Company believes that it has sufficient liquidity along with funds generated from ongoing operations to fund anticipated cash requirements for operations, capital expenditures and working capital purposes for the next 12 months.

McEwen MiningInc. is committed to upholding the highest corporate governance and sustainability standards, adhering to Environmental, Social and Governance (“ESG”) guidelines, as defined by the Global Reporting Initiative (“GRI”) and other organizations. Our mission is to operate safely and respectfully towards our stakeholders, as we strive for continuous improvement throughout the responsible and sustainable development of our mining projects. Our ESG highlights fromduring 2021 to 20242025 include:

At our 100% owned Fox Complex andComplex, Gold Bar Mine Complex and El Gallo mine operations:

McEwen MiningInc. strives to maintain a safe, healthy working environment for all. Our operations aim to meet and exceed occupational health and safety standards. We conduct regular training and safety audits and foster a culture of safety throughout our organization.

At our 100% owned Fox Complex andComplex, Gold Bar Mine Complex and El Gallo mine operations:

McEwen MiningInc. conducts its operations with the utmost regard for the environment, focusing on conservation and sustainable development practices. We are committed to the safe handling of tailings, and we adhere to the Global Industry Standard on Tailings Management, as issued by the International Council on Mining and Metals, as well as the UN Environment Programme and Principles for Responsible Investment.

McEwen MiningInc. is engaged and proactive in its efforts to improve the quality of life for the communities around us, our employees, and all our stakeholders. Our initiatives range from local development projects to educational and health programs. We engage closely with local communities to ensure our activities yield sustainable and positive outcomes.

At McEwen Copper, we integrateembed ESG principles into our business model, focusing onprioritizing sustainable development and responsible mining. In 2024,2025, we launchedcontinued key initiatives such as theour citizen participation programinitiative in Calingasta, engaging over 3,500963 community members about the Los Azules Project’s environmental and social impacts. Our localLocal laborLabor programProgram employedconnected overCalingasta 100workers with Los Azules contractors during the 2025-2026 season. The Local Supplier Development Program achieved a 13% year-over-year increase in our supplier database, integrating 213 local workers,businesses while the local suppliers development program expandedinto our localsupply supplier database by 60%.chain.

The United States segment is comprised of the Gold Bar mineMine Complex, consisting of the operating Gold Bar mine, and ourthe Tonkin, Windfall and Lookout Mountain exploration projects; as well as other exploration properties in the State of Nevada.

The following table sets out operating results for the Gold Bar mineMine Complex for the three months ended December 31, 2024,2025, and 2023,2024, and year ended December 31, 2024,2025, compared to 20232024 and 20222023:

Revenue from gold and silver sales for full year 20242025 was $105.1$116.7 million, up from $83.4$105.1 million in 2023,2024, driven by a 4%48% increasehigher average realized gold price which was partially offset by a 24% decrease in GEOs sold and a 20% higher realized gold price.sold. In Q4/24,25, revenue declinedincreased to $16.9$29.4 million from $37.9$16.9 million in Q4/23,24, primarily due to a 66%29% decreaseincrease in GEOs sold, partially offset byand a 29%48% higher average realized gold price.

Production cost applicable to sales for full year 20242025 totaled $63.5$68.1 million, downwhich increased from $67.3$63.5 million in 2023, primarily due to a 18% reduction in mining costs driven by a 21% decrease in ore tonnes mined, partially offset by a 4% increase in mining contractor rates.2024. In Q4/24,25, production costs applicable to sales declinedincreased to $14.0$21.7 million from $25.9$14.0 million in Q4/23.24. ThisThe decreaseincrease was primarily duedriven by increased mining contractor costs to perform stripping activities required at Pick III, which had been capitalized during the comparative period in 2024, partially offset by the effect of fewer GEOs sold in 2025 compared to the engagementprior ofyear our mining contractor in pre-stripping activities, which resulted in capitalizing an additional $7.4 million, as well as a 64% reduction in ore tonnes mined and a 54% decrease in ore tonnes processed.period.

During 2025,2026, exploration drillingwork at the Eureka Project will test extensionsconsist of knowndefinition mineralizationand infill drilling at Gold Bar South, Cabin,Windfall and Saddle.Lookout Mountain. Additional metallurgical core holes will also be drilled. Outside of these areas, exploration work is planned outside the minein areas wherewith favorable geochemistry, geology, geophysics and geophysicsdrilling suggest the potential for exploration targets.results.

During 2025,2026, we expect to commencecontinue production from Pick III. Mining at Gold Bar South will begin in May, and run through the Pick pit following completionremainder of the pre-stripping phase in the first half of the year, with steady production throughout the year.2026. For full year 2025,2026, we expect to produce between 40,00039,000 to 45,00043,000 GEOs at a cash cost per GEO sold between $1,500$2,250 and $1,700 per ounce2,450 and an AISC per GEO sold between $1,700$2,350 and $1,900$2,550 per ounce.

The Canada segment is comprised of ourthe Fox Complex property,Complex, which currently includes our Froome underground gold mine (including the Froome West deposit); the Stock Mine (consisting of the West, East and BlackMain Foxzones); undergroundthe minesStock mill; the Grey Fox andexploration Stock advanced-stage projects; the Stock millproject; and a number of exploration and other properties located near the city of Timmins, Ontario, Canada.Ontario.

Revenue from gold and silver sales was $76.0 million for full year 2025, compared to $67.8 million for full year 2024, comparedrepresenting toa $81.312% million for full year 2023. This decrease wasincrease primarily driven by a 32% reduction in GEOs sold, partially offset by a 16%48% increase in the average realized gold price. InFor Q4/24,25, revenue from gold and silver sales wastotaled $20.8 million, up from $16.3 million, a decrease from $19.4 million infor Q4/23.24. The reductionincrease was primarily due to a 38% decline in GEOs sold, offsetdriven by a 26%68% higher average realized gold prices.price, partially offset by an 11% decrease in GEOs sold. Realized gold prices at the Fox Complex are impacted by historic streaming arrangements, which require the sale of a portion of gold produced from the Froome and Black Fox mines at $601$611 per ounce for 2024.2025.

The discussion also analyzes our results of operations for the three and six months ended MarchJune 31,30, 2026, and compares those to the results for the three and six months ended MarchJune 31,30, 2025. Regarding properties or projects that are not in production, we provide some details of our plan of operation. We suggest that you read this discussion in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025 (as amended, the “Annual Report”).

The discussion contains financial performance measures that are not prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP” or “GAAP”). Each of the following is a non-GAAP measure: cash costs, cash costs per ounce, all-in sustaining costs (“AISC”), all-in sustaining cost per ounce, adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”), adjusted EBITDA per share, and average realized price per ounce. These non-GAAP measures are used by management in running the business and we believe they provide useful information that can be used by investors to evaluate our performance and our ability to generate cash flows. These measures do not have standardized definitions and should not be relied upon in isolation or as a substitute for measures prepared in accordance with GAAP.

For a reconciliation of these non-GAAP measures to the most directly comparable GAAP measure included in our Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended MarchJune 31,30, 2026, and 2025 and to our Consolidated Balance Sheets as of MarchJune 31,30, 2026, and December 31, 2025, and certain limitations inherent in such measures, see discussion under “Non-GAAP Financial Performance Measures,” beginning on page 41.47.

Throughout this Management’s Discussion and Analysis (“MDA”), the reporting periods for the three months ended MarchJune 31,30, 2026, and 2025 are abbreviated as Q1Q2/26 and Q1Q2/25, respectively and the reporting periods for the six months ended June 30, 2026, and 2025 are abbreviated as H1/26 and H1/25, respectively. Disclosed gold equivalent ounces (“GEO”) includes gold and silver ounces calculated based on a gold to silver ratio of 5861:1 for Q1Q2/26 and 9099:1 for Q1Q2/25, based on the average per ounce price of gold and silver during each period.

The Company owns 100% of the Froome mine and Stock mill in Ontario, Canada; 100% of the Tartan Mine Project in Manitoba, Canada; 100% of the Gold Bar Mine Complex in Nevada; 100% of the Jewel Ridge Project in Nevada;100% of El Gallo (previously known as the Fenix Project) in Sinaloa, Mexico; a 46.3% interest in McEwen Copper Inc., the owner of the Los Azules copper project (“Los Azules”) in San Juan, Argentina; a 49% interest in MSC, the owner and operator of the San José mine in Santa Cruz, Argentina and 27% interest in Paragon Advanced Labs Inc. (“Paragon”), a provider of advanced analytical services to the mining industry. In addition to the above, we hold interests in advanced-stage and exploration-stage projects in the United States, Canada, Mexico, and Argentina.

The following tables present consolidated selected financial and operating results of the Company for the three and six months ended MarchJune 31,30, 2026, and 2025:

Revenue from gold and silver sales: During Q1H1/26, revenue from our 100%-owned operations increased by 62% to $133.3 million, from $82.4 million in H1/25. During Q2/26, revenue from our 100% owned operations increased by 107%27% to $74.0$59.2 million, from $35.7$46.7 million in Q1Q2/25. ThisThese wasimprovements were primarily driven by a 21% increase in GEOs sold and a 71% increase inhigher realized gold prices, fromwhich $2,803increased to $4,749 per GEO in Q1/252026 compared to $4,792$3,062 per GEO in Q12025, and $4,454 per GEO in Q2/26.26, compared to $3,298 in Q2/25.

Income from equity method investments: During Q1H1/26, we recorded an income of $30.3$41.6 million from itsour equity method investments compared to a loss of $11.5 million in H1/25. In Q2/26, we recorded an income of $11.2 million from our equity method investments, compared to a loss of $8.1$3.4 million in Q1Q2/25. This amount represents the Company’s proportionate share of the results of MSC, McEwen Copper, and Paragon. Details of operating results of the Company’s equity method investees are presented in the “Operations Review” section of this MDA and Note 9 to the Consolidated Financial Statements.Statements..

General and administrative expenses: DuringGeneral Q1and administrative costs of $17.4 million for H1/26 increased by $9.0 million compared to full year 2025. In Q2/26, we incurred $9.5$7.9 million in general and administrative expenses compared to $3.4$5.0 million in Q1Q2/25. The increase was primarily attributable to a $4.0$2.6 million increase in fees paid for professional services, as well as $0.9 million higher acquisition and financing costs.services.

Our cash, cash equivalents and restricted cash balance increased by $5.7$25.3 million during Q1H1/26, from $55.3$53.5 million as at December 31, 2025, to $60.9$78.9 million as at MarchJune 31,30, 2026.

Cash provided by operating activities of $12.1$58.3 million during Q1H1/26 reflects the net income of $33.4$43.0 million for the period and $8.8$58.3 million in dividends received from MSC, adjusted for non-cash impacts, including net incomeloss from equity method investments of $30.3$41.6 million, depreciation, amortization, and depletion of $7.1$15.3 million, unrealized loss on marketable securities of $5.2$5.9 million, flow-through premium amortization of $0.8$1.8 million, a mining tax recovery of $1.3 million, and $14.2$23.9 million in changes in non-cash working capital. Further details are provided in the Consolidated Statements of Cash Flows.

Cash used in investing activities of $21.0$45.7 million during Q1H1/26 primarily consisted of cash additions to mineral property interests, plant and equipment of $14.6$39.8 million and a loan provided to McEwen Copper of $7.5 million, partially offset byand cash provided by other investing activities of $1.0$1.7 million.

Cash provided by financing activities of $14.5 million during Q1H1/26 consisted of $14.8 million proceeds from issuance of flow through common shares and $0.2 million proceeds from exercise of stock options and warrants, partially offset by a $0.3$0.6 million repayment of finance lease obligations.

The United States segment is comprised of the Gold Bar Mine Complex, consisting of the operating Gold Bar mine, and the Tonkin, Jewel Ridge, Windfall and Lookout Mountain exploration projects; as well as other exploration properties in the State of Nevada.

The following table summarizes the operating and financial results for the Gold Bar Mine for the three and six months ended MarchJune 31,30, 2026, and 2025:

Q1/262026 compared to Q1/252025

Revenue from gold and silver sales was $37.7$26.0 million in Q1Q2/26, ana increase5% decrease from $22.4$27.5 million in Q1Q2/25. The $15.3$1.5 million increasedecrease was primarily attributable to a 30% decrease in GEOs sold from lower production in the quarter, offset by a higher average realized price of $4,792$4,454 per GEO in Q1Q2/26, compared to $2,803$3,292 per GEO in Q1Q2/25. These same factors also drove the change in production costs for H1/26 compared to H1/25.

Cash costs and AISC per GEO sold in Q1Q2/26 were $2,460$2,705 and $2,705$3,197 respectively, compared to $1,146$1,679 and $2,197$1,792 in Q1Q2/25, respectively. The increase in cash costs, and athe corresponding increase in AISC, was primarily driven by higher mining costs at the Pick III deposit relativeattributable to Golda Bar31% South, which was mineddecrease in Q1/25.GEOs produced.

The following table summarizes the operating and financial results for the Fox Complex for the three and six months ended MarchJune 31,30, 2026, and 2025:

During Q1Q2/26, the Company invested $9.9$12.8 million in the Stock project, with development activities progressed in line with the Company’s 2026 mine development plan.plan (H1/26 – $23.1 million). Activities during the period included upgrades to ventilation and air heating systems andwhile enhancementsprioritizing the access ramp to undergroundestablish readiness.levels Siteto construction also progressed across key infrastructure, including shaft electrical power distribution, installation of automation and control systems, development of thebring Stock Westinto and East haulage ramps, dewatering of the Stock mine shaft, and equipment selection forpre-commercial production and development activities. Pre-commercial production is expected to commence in Q4/26, with commercial production anticipated inby Q2/27.mid-2027.

Q1/262026 compared to Q1/252025

The Fox Complex produced 5,7847,000 GEOs from the Froome mineMine in Q1Q2/26, reflectingrepresenting a 5%29% increase from the 5,5205,429 GEOs produced in Q1Q2/25.25 (H1/26 and H1/25: 12,785 GEOs and 10,948 GEOs, respectively). The increase was primarily driven by a 23% increase in processed grades during the quarter, partially offset by an optimized11% minedecrease plan and higher mined andin processed grades of approximately 40%. As of March 31, 2026, all development activities at Froome Main were completedtonnage in accordance with the mine plan, with production beginning in late Q3Q2/26 for Froome West.26.

Revenue from gold sales was $25.3$28.9 million for Q1Q2/26, compared to $13.3$19.2 million for Q1Q2/25. This increase of 90%51% was primarily driven by a 71%35% increase in the average realized gold price, and ana 11%14% increase in GEOs sold. The same factors impacted revenue for H1/26 compared to H1/25.

Production costs applicable to sales were $14.7$14.2 million in Q1Q2/26, compared to $10.5$13.7 million in Q1Q2/25, reflecting an 11%modest increase in GEOs sold andover $1.7the millioncomparative inperiods, as well as slightly higher contractor costs associatedrelated withto externallygeological sourceddrilling materialand processed.operational activities at the Froome mine. Similar factors contributed to the variance between H1/26 and H1/25 production costs.

Cash costs and AISC per GEO sold were $2,365$1,972 and $3,148$2,701 for Q1Q2/26, respectively, compared to $2,061$2,212 and $2,504$2,563 for Q1Q2/25. The increase11% decrease in unitcash costs per GEO sold was primarily driven by higherthe 29% increase in GEO production costs discussed above, aswhich wellresulted asin operating costs being spread over a $2.0larger number of ounces sold. AISC per GEO sold increased year-over-year primarily due to a $1.4 million increase in sustaining mining development costs at Froome West.

WeDuring Q2/26, the Company completed 18,700approximately 65,335 feet (5,70019,914 meters) of drilling at ourthe Grey Fox deposit duringand Q1/26incurred at a cost of $1.4$2.6 million in exploration expenditures. ThisThe drilling program was designedfocused toon supportsupporting continued resource growth at Grey FoxFox, postand Pre-Feasibilityfor Studythe preparation of the PFS which iswas anticipated to be publishedreleased in Q2/26. Priority areas were the Gibson and Whiskey Jack zones which propose early mining horizons during the initial phases of the Grey Fox project.

During Q1Q2/26, a total of $1.0$2.3 million (H1/26 - $3.3 million) was incurred at the Tartan Mine Project to advance drilling, permitting, and metallurgical testing to optimize both process plant designs and underground mine plans, and engineering studies. The same factors which contributed to the H1/26 expenditures are expected to continue for H2/26. Further, a technical report was published in Q2/26 highlighting an estimated 308,900 ounces of indicated gold resources and 302,700 ounces of inferred gold resources.

We have reached a construction decision for the Phase 1 heap leach material reprocessing project contemplated in our Feasibility Study (previously described as the Fenix project). In December 2025, the Company was granted the extension of its Environmental Impact Assessment (Manifestación de Impacto Ambiental) from the Mexican government. The Company is currently proceeding with the final detailed engineering plan for the mill, which has been purchased and is onsite. We anticipate beginning construction mid-2026,late-2026, with production commencing mid-2027.late-2027.

The following table sets out certain operating results for the San José mine for the three and six months ended MarchJune 31,30, 2026 and 2025 on a 100% basis:

On a 100% basis, the San José mine produced 29,75934,734 GEOs in Q1Q2/26, compared to 22,29427,997 GEOs in Q1Q2/25. The slight increase in Q1Q2/26 was primarily due to a 20%3% increase in processed mineralized material and a more17% favorable gold-to-silver ratio of 58:1 compared to 90:1increase in Q1/25.mined mineralization material.

Cash costs and AISC per GEO sold were $2,365$2,466 and $2,704$2,913 in Q1Q2/26, respectively, compared to $2,575$2,310 and $3,047$2,842 in Q1Q2/25. The decreaseslight increase in both cash costs and AISC in Q1Q2/26 was primarily due to a 50%22% increase in production costs, offset by a 14% increase in GEOs sold, partially offset by 38% higher production costs, as noted above.

Our 49% attributable share of operations from our investment in MSC in Q1Q2/26 resulted in an income of $32.7$17.5 million, compared to an income of $0.5$3.6 million in Q1Q2/25. Despite higherthe than planned unit costs arising from negativechallenging macroeconomic factors,environment, thefavorable metal priceprices environment has allowed the operationcontinued to strengthensupport itsMSC's liquidity,financial improvingperformance itsand liquidity. As at June 30, 2026, MSC reported working capital balanceof to$168.4 $233.3 million as at March 31, 2026,million, compared to $182.8 million as ofat December 31, 2025. The decrease was largely driven by dividend distributions, including $49.4 million paid to the Company during Q2/26.

As of MarchJune 31,30, 2026, we ownowned a 46.3% interest in McEwen Copper,Copper Inc. (“McEwen Copper”), which owns a 100% interest in the Los Azules copper project in San Juan, Argentina,Argentina and the Elder Creek exploration project in Nevada, USA. IncludingCumulative amounts spent by Minera Andes Inc. prior to 2012, and directly by McEwen Inc. prior to 2021, we have invested over $430 millioninvestment in exploration expenditures to develop Los Azules asexceeds a$550 world-class copper deposit.million.