--12-312025Q30000314203falsehttp://www.mcewenmining.com/20250930#McewenCopperIncMemberhttp://www.mcewenmining.com/20250930#McewenCopperIncMember544640000.5P5D0.50000314203mux:FourthAmendedAndRestatedCreditAgreementMember2025-05-062025-05-060000314203mux:CanadianExplorationExpendituresMember2024-06-142024-06-140000314203mux:CanadianDevelopmentExpensesMember2024-06-142024-06-140000314203mux:CommonStockAndAdditionalPaidInCapitalMember2025-07-012025-09-300000314203us-gaap:RetainedEarningsMember2025-09-300000314203us-gaap:RetainedEarningsMember2025-06-3000003142032025-06-300000314203us-gaap:RetainedEarningsMember2024-12-310000314203us-gaap:RetainedEarningsMember2024-09-300000314203us-gaap:RetainedEarningsMember2024-06-3000003142032024-06-300000314203us-gaap:RetainedEarningsMember2023-12-310000314203mux:ParagonGeochemicalLaboratoriesIncMemberus-gaap:SubsequentEventMember2025-11-030000314203mux:SharesAcquiredInInventusMiningCorpMember2025-07-110000314203mux:SharesAcquiredInInventusMiningCorpMember2025-04-280000314203mux:CommonStockAndAdditionalPaidInCapitalMember2025-09-300000314203mux:CommonStockAndAdditionalPaidInCapitalMember2025-06-300000314203mux:CommonStockAndAdditionalPaidInCapitalMember2024-12-310000314203mux:CommonStockAndAdditionalPaidInCapitalMember2024-09-300000314203mux:CommonStockAndAdditionalPaidInCapitalMember2024-06-300000314203mux:CommonStockAndAdditionalPaidInCapitalMember2023-12-310000314203mux:CanadianExplorationExpendituresMember2024-06-140000314203mux:CanadianDevelopmentExpensesMember2024-06-140000314203country:US2025-07-012025-09-300000314203country:MX2025-07-012025-09-300000314203country:CA2025-07-012025-09-300000314203country:US2025-01-012025-09-300000314203country:MX2025-01-012025-09-300000314203country:CA2025-01-012025-09-300000314203country:US2024-07-012024-09-300000314203country:CA2024-07-012024-09-300000314203country:US2024-01-012024-09-300000314203country:MX2024-01-012024-09-300000314203country:CA2024-01-012024-09-300000314203currency:USD2025-09-300000314203currency:CAD2025-09-300000314203currency:USD2024-12-310000314203currency:CAD2024-12-310000314203us-gaap:SuretyBondMember2025-09-300000314203mux:CanadianExplorationExpendituresMember2025-01-012025-09-300000314203mux:CanadianDevelopmentExpensesMember2025-01-012025-09-300000314203mux:CanadianExplorationExpendituresMember2024-01-012024-12-310000314203mux:CanadianDevelopmentExpensesMember2024-01-012024-12-310000314203us-gaap:RetainedEarningsMember2025-07-012025-09-300000314203us-gaap:RetainedEarningsMember2025-01-012025-09-300000314203us-gaap:RetainedEarningsMember2024-07-012024-09-300000314203us-gaap:RetainedEarningsMember2024-01-012024-09-300000314203country:US2025-09-300000314203country:MX2025-09-300000314203country:CA2025-09-300000314203country:AR2025-09-300000314203country:US2024-12-310000314203country:MX2024-12-310000314203country:CA2024-12-310000314203country:AR2024-12-310000314203country:ARmux:MineraSantaCruzSAMember2025-09-300000314203country:ARmux:McewenCopperIncMember2025-09-300000314203mux:MineraSantaCruzSAMember2025-09-300000314203country:ARmux:MineraSantaCruzSAMember2024-12-310000314203country:ARmux:McewenCopperIncMember2024-12-310000314203mux:MineraSantaCruzSAMember2024-12-310000314203mux:McewenCopperIncMember2024-12-310000314203mux:MineraSantaCruzSAMember2023-12-310000314203mux:McewenCopperIncMember2023-12-310000314203us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2025-09-300000314203us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2025-09-300000314203us-gaap:EquitySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-300000314203us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310000314203us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310000314203us-gaap:EquitySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310000314203mux:BlackFoxMemberus-gaap:CostOfSalesMember2024-01-012024-09-300000314203mux:BlackFoxMembermux:DepreciationAndDepletionMember2024-01-012024-09-300000314203mux:BlackFoxMember2024-01-012024-09-300000314203mux:ThirdAmendedAndRestatedCreditAgreementMembermux:AffiliateOfChairmanAndChiefExecutiveOfficerMember2025-07-012025-09-300000314203mux:TermLoanMember2025-07-012025-09-300000314203mux:ThirdAmendedAndRestatedCreditAgreementMembermux:AffiliateOfChairmanAndChiefExecutiveOfficerMember2025-01-012025-09-300000314203mux:TermLoanMember2025-01-012025-09-300000314203mux:ThirdAmendedAndRestatedCreditAgreementMembermux:AffiliateOfChairmanAndChiefExecutiveOfficerMember2024-07-012024-09-300000314203mux:FourthAmendedAndRestatedCreditAgreementMember2024-07-012024-09-300000314203mux:ThirdAmendedAndRestatedCreditAgreementMembermux:AffiliateOfChairmanAndChiefExecutiveOfficerMember2024-01-012024-09-300000314203mux:FourthAmendedAndRestatedCreditAgreementMember2024-01-012024-09-300000314203us-gaap:WarrantMember2025-09-300000314203us-gaap:DebtSecuritiesMember2025-09-300000314203us-gaap:WarrantMember2024-12-310000314203us-gaap:DebtSecuritiesMember2024-12-310000314203us-gaap:DebtSecuritiesMember2024-09-300000314203us-gaap:DebtSecuritiesMember2023-12-310000314203mux:McewenCopperIncMember2025-09-300000314203us-gaap:CorporateNonSegmentMember2025-07-012025-09-300000314203us-gaap:CorporateNonSegmentMember2025-01-012025-09-300000314203us-gaap:CorporateNonSegmentMember2024-07-012024-09-300000314203us-gaap:CorporateNonSegmentMember2024-01-012024-09-300000314203mux:FourthAmendedAndRestatedCreditAgreementMember2025-02-212025-02-210000314203mux:ThirdAmendedAndRestatedCreditAgreementMembermux:AffiliateOfChairmanAndChiefExecutiveOfficerMember2025-09-300000314203mux:FourthAmendedAndRestatedCreditAgreementMember2024-09-300000314203mux:FourthAmendedAndRestatedCreditAgreementMember2025-09-300000314203mux:DuringAnyCalendarQuarterStartingAfterMarch312025Membermux:ConvertibleSeniorNotes5.25PercentDue2030Member2025-02-112025-02-110000314203srt:MaximumMembermux:ConvertibleSeniorNotes5.25PercentDue2030Member2025-02-112025-02-110000314203mux:TermLoanMember2025-09-300000314203mux:TermLoanMember2024-12-310000314203mux:ConvertibleSeniorNotes5.25PercentDue2030Member2025-09-300000314203mux:SharesAcquiredInInventusMiningCorpExpiringNovember62026Member2025-04-2800003142032024-09-300000314203srt:OtherCurrencyMember2025-09-300000314203srt:OtherCurrencyMember2024-12-310000314203mux:MineraSantaCruzSAMember2024-12-310000314203mux:McewenCopperIncMember2024-12-310000314203mux:GoldBarMineAndTonkinAndLookoutMountainInAggregateMember2025-09-300000314203mux:ElGalloProjectMember2025-09-300000314203mux:BlackFoxMember2025-09-300000314203mux:GoldBarMineAndTonkinAndLookoutMountainInAggregateMember2024-12-310000314203mux:ElGalloProjectMember2024-12-310000314203mux:BlackFoxMember2024-12-3100003142032023-12-310000314203us-gaap:WarrantMember2025-07-012025-09-300000314203mux:OptionsOneMember2025-07-012025-09-300000314203us-gaap:WarrantMember2025-01-012025-09-300000314203mux:OptionsOneMember2025-01-012025-09-300000314203us-gaap:WarrantMember2024-07-012024-09-300000314203mux:OptionsOneMember2024-07-012024-09-300000314203us-gaap:WarrantMember2024-01-012024-09-300000314203mux:OptionsOneMember2024-01-012024-09-300000314203mux:FourthAmendedAndRestatedCreditAgreementMember2025-07-012025-09-300000314203mux:ConvertibleSeniorNotes5.25PercentDue2030Member2025-07-012025-09-300000314203mux:FourthAmendedAndRestatedCreditAgreementMember2025-01-012025-09-300000314203mux:ConvertibleSeniorNotes5.25PercentDue2030Member2025-01-012025-09-300000314203mux:RevLawMember2025-09-300000314203mux:RevLawMember2024-12-310000314203mux:InventusMiningCorpMember2025-09-300000314203mux:InventusMiningCorpMember2024-12-310000314203stpr:NVus-gaap:SuretyBondMember2025-01-012025-09-300000314203country:CAus-gaap:SuretyBondMember2025-01-012025-09-300000314203us-gaap:SuretyBondMember2025-01-012025-09-300000314203mux:SharesAcquiredInInventusMiningCorpMember2025-07-112025-07-110000314203mux:InventusMiningCorpMember2025-07-112025-07-110000314203mux:SharesAcquiredInInventusMiningCorpMember2025-04-282025-04-280000314203mux:SharesAcquiredInInventusMiningCorpExpiringNovember62026Member2025-04-282025-04-280000314203mux:InventusMiningCorpMember2025-04-282025-04-2800003142032024-06-142024-06-140000314203mux:BlackFoxMember2025-07-012025-09-300000314203mux:BlackFoxMember2024-07-012024-09-300000314203mux:RevLawMember2025-07-012025-09-300000314203mux:RevLawMember2025-01-012025-09-300000314203mux:RevLawMember2024-07-012024-09-300000314203mux:RevLawMember2024-01-012024-09-300000314203mux:BlackFoxMember2025-01-012025-09-300000314203mux:BlackFoxMember2024-01-012024-09-300000314203mux:AurametInternationalLLCMemberus-gaap:ProductMemberus-gaap:GuaranteeObligationsMembermux:PrepaymentAgreementMember2025-07-012025-09-300000314203mux:AurametInternationalLLCMemberus-gaap:ProductMemberus-gaap:GuaranteeObligationsMembermux:PrepaymentAgreementMember2025-01-012025-09-300000314203mux:AurametInternationalLLCMemberus-gaap:ProductMemberus-gaap:GuaranteeObligationsMembermux:PrepaymentAgreementMember2024-07-012024-09-300000314203mux:AurametInternationalLLCMemberus-gaap:ProductMemberus-gaap:GuaranteeObligationsMembermux:PrepaymentAgreementMember2024-01-012024-09-300000314203mux:SharesAcquiredInCanadianGoldCorpMember2025-03-270000314203mux:SharesAcquiredInGoliathResourcesLimitedMember2025-03-100000314203mux:PikeRiverPropertyMember2017-08-252017-08-250000314203mux:UnitedStatesReportableSegmentMember2025-07-012025-09-300000314203mux:CanadaReportableSegmentMember2025-07-012025-09-300000314203mux:UnitedStatesReportableSegmentMember2025-01-012025-09-300000314203mux:CanadaReportableSegmentMember2025-01-012025-09-300000314203mux:UnitedStatesReportableSegmentMember2024-07-012024-09-300000314203mux:CanadaReportableSegmentMember2024-07-012024-09-300000314203mux:UnitedStatesReportableSegmentMember2024-01-012024-09-300000314203mux:CanadaReportableSegmentMember2024-01-012024-09-3000003142032025-02-112025-02-110000314203mux:AffiliateOfChairmanAndChiefExecutiveOfficerMember2025-03-272025-03-270000314203srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMember2025-01-012025-09-300000314203mux:ParagonGeochemicalLaboratoriesIncMemberus-gaap:SubsequentEventMembermux:ParagonPrivatePlacementMember2025-11-032025-11-030000314203mux:InventusMiningCorpMember2025-08-280000314203mux:AurametInternationalLLCMemberus-gaap:ProductMemberus-gaap:GuaranteeObligationsMembermux:PrepaymentAgreementMember2025-09-3000003142032024-01-012024-12-310000314203srt:MaximumMembermux:BlackFoxMember2017-08-252017-08-250000314203mux:McewenCopperIncMember2025-01-012025-09-300000314203mux:MSCReportableSegmentMember2025-07-012025-09-300000314203mux:McewenCopperSegmentMember2025-07-012025-09-300000314203mux:MSCReportableSegmentMember2025-01-012025-09-300000314203mux:McewenCopperSegmentMember2025-01-012025-09-300000314203mux:MSCReportableSegmentMember2024-07-012024-09-300000314203mux:McewenCopperSegmentMember2024-07-012024-09-300000314203mux:MSCReportableSegmentMember2024-01-012024-09-300000314203mux:McewenCopperSegmentMember2024-01-012024-09-300000314203mux:InventusMiningCorpMember2025-08-282025-08-2800003142032025-09-3000003142032024-12-310000314203mux:BlackFoxMember2017-08-252017-08-250000314203mux:MineraSantaCruzSAMember2025-09-300000314203mux:McewenCopperIncMember2025-09-300000314203mux:ParagonGeochemicalLaboratoriesIncMemberus-gaap:SubsequentEventMember2025-11-032025-11-030000314203us-gaap:WarrantMember2025-01-012025-09-300000314203us-gaap:DebtSecuritiesMember2025-01-012025-09-300000314203us-gaap:DebtSecuritiesMember2024-01-012024-09-300000314203mux:McewenCopperIncMember2024-01-012024-12-310000314203mux:FourthAmendedAndRestatedCreditAgreementMember2025-05-060000314203mux:FourthAmendedAndRestatedCreditAgreementMembermux:AffiliateOfChairmanAndChiefExecutiveOfficerMember2025-01-310000314203mux:ConvertibleSeniorNotes5.25PercentDue2030Member2025-02-112025-02-110000314203mux:ConvertibleSeniorNotes5.25PercentDue2030Member2025-02-110000314203mux:FourthAmendedAndRestatedCreditAgreementMember2025-01-310000314203mux:FourthAmendedAndRestatedCreditAgreementMembermux:AffiliateOfChairmanAndChiefExecutiveOfficerMember2025-01-312025-01-310000314203mux:FourthAmendedAndRestatedCreditAgreementMember2025-01-312025-01-310000314203mux:DuringFiveBusinessDaysFollowingAnyTenConsecutiveTradingDaysMembermux:ConvertibleSeniorNotes5.25PercentDue2030Member2025-02-112025-02-110000314203mux:SharesAcquiredInCanadianGoldCorpMember2025-03-272025-03-270000314203mux:GoliathResourcesLimitedMemberus-gaap:PrivatePlacementMember2025-03-102025-03-100000314203mux:SharesAcquiredInGoliathResourcesLimitedMember2025-03-102025-03-100000314203mux:InventusMiningCorpMember2025-04-280000314203mux:MineraSantaCruzSAMember2025-07-012025-09-300000314203mux:MineraSantaCruzSAMember2025-01-012025-09-300000314203mux:MineraSantaCruzSAMember2025-01-012025-09-300000314203mux:MineraSantaCruzSAMember2024-07-012024-09-300000314203mux:MineraSantaCruzSAMember2024-01-012024-12-310000314203mux:MineraSantaCruzSAMember2024-01-012024-09-300000314203mux:MexicoReportableSegmentMember2025-07-012025-09-300000314203mux:MexicoReportableSegmentMember2025-01-012025-09-300000314203mux:MexicoReportableSegmentMember2024-07-012024-09-300000314203mux:MexicoReportableSegmentMember2024-01-012024-09-300000314203mux:McewenCopperIncMember2025-07-012025-09-300000314203mux:McewenCopperIncMember2025-01-012025-09-300000314203mux:McewenCopperIncMember2024-07-012024-09-300000314203mux:McewenCopperIncMember2024-01-012024-09-300000314203mux:CommonStockAndAdditionalPaidInCapitalMember2025-01-012025-09-300000314203mux:CommonStockAndAdditionalPaidInCapitalMember2024-07-012024-09-3000003142032024-07-012024-09-300000314203mux:CommonStockAndAdditionalPaidInCapitalMember2024-01-012024-09-3000003142032024-01-012024-09-3000003142032025-07-012025-09-3000003142032025-11-0500003142032025-01-012025-09-30xbrli:sharesiso4217:USDxbrli:pureiso4217:USDnum:oziso4217:CADiso4217:CADxbrli:sharesiso4217:USDxbrli:sharesmux:D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-33190

McEWEN INC.

(Exact name of registrant as specified in its charter)


Colorado		84-0796160
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

150 King Street West, Suite 2800, Toronto, Ontario Canada M5H 1J9

(Address of principal executive offices) (ZIP code)

(866) 441-0690

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	MUX	New York Stock Exchange (“NYSE”)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 5, 2025, there were 54,480,457 shares of common stock outstanding.

Table of Contents

McEWEN INC.

FORM 10-Q

Index


PART I FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2025, and 2024 (unaudited)	3

	Consolidated Balance Sheets at September 30, 2025 (unaudited), and December 31, 2024	4

	Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2025, and 2024 (unaudited)	5

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2025, and 2024 (unaudited)	6

	Notes to Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosure about Market Risk	46

Item 4.	Controls and Procedures	48

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	49

Item 1A.	Risk Factors	49

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49

Item 3.	Defaults upon Senior Securities	49

Item 4.	Mine Safety Disclosures	49

Item 5.	Other Information	50

Item 6.	Exhibits	51

SIGNATURES		52

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

McEWEN INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(in thousands of U.S. dollars, except per share, and shares)


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Revenue from gold and silver sales	$	50,534	$	52,250	$	132,930	$	140,954
Production costs applicable to sales		(35,233)		(29,682)		(82,571)		(86,858)
Depreciation and depletion		(7,485)		(8,765)		(20,192)		(23,524)
Gross profit		7,816		13,803		30,167		30,572

OTHER OPERATING INCOME (EXPENSES):
Advanced projects		(1,658)		(2,468)		(4,237)		(7,912)
Exploration		(6,778)		(5,329)		(15,851)		(14,184)
General and administrative		(6,069)		(2,138)		(14,484)		(10,672)
Loss from investment in McEwen Copper Inc. (Note 9)		(4,275)		(1,852)		(19,831)		(36,680)
Income (loss) from investment in Minera Santa Cruz S.A. (Note 9)		3,469		(1,228)		7,575		4,751
Depreciation		(158)		(156)		(475)		(485)
Reclamation and remediation		(778)		(729)		(2,310)		(1,416)
		(16,247)		(13,900)		(49,613)		(66,598)
Operating loss		(8,431)		(97)		(19,446)		(36,026)

OTHER INCOME (EXPENSES):
Interest and other finance expenses, net		(1,628)		(1,084)		(4,660)		(3,688)
Other income (expenses) (Note 3)		8,328		(86)		16,955		136
Total other income (expenses)		6,700		(1,170)		12,295		(3,552)
Loss before income and mining taxes		(1,731)		(1,267)		(7,151)		(39,578)
Income and mining tax recovery (expense) (Note 17)		1,269		(814)		3,459		4,119
Net loss after income and mining taxes	$	(462)	$	(2,081)	$	(3,692)	$	(35,459)
Net loss per share (Note 13):
Basic and diluted	$	(0.01)	$	(0.04)	$	(0.07)	$	(0.70)
Weighted average common shares outstanding (thousands) (Note 13):
Basic and diluted		54,170		51,953		53,808		50,380

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

McEWEN INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands of U.S. dollars and shares)


	September 30,		December 31,
	2025		2024
ASSETS
Current assets:
Cash and cash equivalents (Note 4)	$	51,249	$	13,692
Marketable securities (Note 5)		24,171		1,617
Receivables, prepaids and other current assets (Note 6)		6,303		7,486
Due from McEwen Copper Inc. (Note 14)		8,137		286
Inventories (Note 7)		29,514		18,111
Total current assets		119,374		41,192
Mineral property interests and plant and equipment, net (Note 8)		222,381		210,922
Investment in McEwen Copper Inc. (Note 9)		279,116		298,947
Investment in Minera Santa Cruz S.A. (Note 9)		107,183		101,854
Inventories (Note 7)		15,552		7,834
Restricted cash (Note 4)		4,002		3,772
Other assets		36		102
TOTAL ASSETS	$	747,644	$	664,623

LIABILITIES & SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	36,226	$	28,448
Reclamation and remediation liabilities (Note 11)		6,824		4,988
Contract liability (Note 16)		9,350		3,544
Flow-through share premium (Note 12)		483		5,447
Tax liabilities		3,058		4,478
Lease liabilities		833		788
Total current liabilities		56,774		47,693
Long-term debt, net of issuance costs (Note 10)		125,968		40,000
Reclamation and remediation liabilities (Note 11)		38,660		41,075
Deferred tax liabilities		34,044		36,630
Lease liabilities		924		1,323
Other liabilities		2,710		2,927
Total liabilities	$	259,080	$	169,648

Shareholders’ equity:
Common shares: 54,464 as at September 30, 2025 (in thousands) (Note 12)	$	1,801,983	$	1,804,702
Accumulated deficit		(1,313,419)		(1,309,727)
Total shareholders’ equity		488,564		494,975
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY	$	747,644	$	664,623

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

McEWEN INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

(in thousands of U.S. dollars and shares)


	Common Stock
	and Additional
	Paid-in Capital			Accumulated
Three months ended September 30, 2024 and 2025	Shares	Amount		Deficit			Total
Balance, June 30, 2024	51,073	$	1,784,623	$	(1,299,414)	$	485,209
Stock-based compensation	13		357		—		357
Shares issued to acquire Timberline Resources Corporation	1,839		17,706		—		17,706
Warrants assumed in acquisition of Timberline Resources Corporation	—		913		—		913
Net loss	—		—		(2,081)		(2,081)
Balance, September 30, 2024	52,925	$	1,803,599	$	(1,301,495)	$	502,104

Balance, June 30, 2025	54,098	$	1,797,436	$	(1,312,957)	$	484,479
Stock-based compensation	298		4,042		—		4,042
Exercise of warrants	68		505		—		505
Net loss	—		—		(462)		(462)
Balance, September 30, 2025	54,464	$	1,801,983	$	(1,313,419)	$	488,564


	Common Stock
	and Additional
	Paid-in Capital			Accumulated
Nine months ended September 30, 2024 and 2025	Shares	Amount		Deficit			Total
Balance, December 31, 2023	49,440	$	1,768,456	$	(1,266,036)	$	502,420
Stock-based compensation	113		2,142		—		2,142
Exercise of warrants	—		8		—		8
Sale of flow-through shares (Note 12)	1,533		14,374		—		14,374
Shares issued to acquire Timberline Resources Corporation	1,839		17,706		—		17,706
Warrants assumed in acquisition of Timberline Resources Corporation	—		913		—		913
Net loss	—		—		(35,459)		(35,459)
Balance, September 30, 2024	52,925	$	1,803,599	$	(1,301,495)	$	502,104

Balance, December 31, 2024	53,054	$	1,804,702	$	(1,309,727)	$	494,975
Stock-based compensation	421		5,422		—		5,422
Exercise of warrants	68		505		—		505
Investment in Goliath Resources Limited (Note 5)	868		6,068		—		6,068
Purchase of capped call options (Note 10)	—		(15,114)		—		(15,114)
Shares issued for debt refinancing (Note 10)	53		400		—		400
Net loss	—		—		(3,692)		(3,692)
Balance, September 30, 2025	54,464	$	1,801,983	$	(1,313,419)	$	488,564

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

McEWEN INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands of U.S. dollars)


	Nine months ended September 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(3,692)	$	(35,459)
Adjustments to reconcile net loss from operating activities:
Loss from investment in McEwen Copper Inc. (Note 9)		19,831		36,680
Income from investment in Minera Santa Cruz S.A. (Note 9)		(7,575)		(4,751)
Depreciation, amortization and depletion		20,667		24,009
Unrealized (gain) loss on marketable securities (Note 5)		(14,530)		176
Foreign exchange (gain) loss		(104)		281
Reclamation accretion and adjustments to estimate		2,879		1,126
Income and mining tax recovery (Note 17)		(7,746)		(6,297)
Stock-based compensation		2,224		2,142
Non-cash interest expense		909		—
Other		—		270
Changes in non-cash working capital items:
Change in inventories		(19,130)		(3,283)
Change in other assets related to operations		(179)		8,466
Change in accounts payable and accrued liabilities		7,778		6,176
Change in deferred revenue		5,805		—
Change in other liabilities related to operations		(3,376)		1,130
Cash provided by operating activities	$	3,761	$	30,666

Cash flows from investing activities:
Additions to mineral property interests and plant and equipment		(35,012)		(30,346)
Advances to related parties - McEwen Copper Inc. (Note 14)		(5,056)		—
Investment in marketable securities (Note 5)		(2,154)		(79)
Dividends received from Minera Santa Cruz S.A. (Note 9)		2,246		—
Investment in McEwen Copper Inc.		—		(14,000)
Notes receivable from Timberline		—		(1,880)
Cash and restricted cash received from acquisition of Timberline		—		1,132
Costs to acquire Timberline		—		(52)
Proceeds from sale of marketable securities		197		82
Cash used in investing activities	$	(39,779)	$	(45,143)

Cash flows from financing activities:
Proceeds from senior convertible notes (Note 10)		110,000		—
Convertible notes financing costs (Note 10)		(4,123)		—
Principal repayment on long-term debt		(20,000)		—
Purchase of capped call options (Note 10)		(15,114)		—
Proceeds from exercise of stock options		3,198		—
Proceeds from exercise of warrants		505		8
Payment of finance lease obligations		(765)		(896)
Issuance of flow-through common shares, net of issuance costs (Note 12)		—		20,424
Cash provided by financing activities	$	73,701	$	19,536
Effect of exchange rate change on cash and cash equivalents		104		(281)
Increase in cash, cash equivalents and restricted cash		37,787		4,778
Cash, cash equivalents and restricted cash, beginning of period		17,464		27,510
Cash, cash equivalents and restricted cash, end of period	$	55,251	$	32,288

Table of Contents


Supplemental disclosure of cash flow information:
Cash received (paid) during the period:
Interest paid	$	(4,688)	$	(2,928)
Interest received		1,033		737
Taxes paid		(1,940)		(401)

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

NOTE 1 NATURE OF OPERATIONS AND BASIS OF PRESENTATION

McEwen Inc. (the “Company”), through its predecessor entity, US Gold Corporation, was organized under the laws of the State of Colorado on July 24, 1979. Effective July 7, 2025, the Company changed its name from McEwen Mining Inc. to McEwen Inc. The Company is engaged in the production and sale of gold and silver, as well as the development and exploration of copper, gold, and silver mineral properties across North and South America.

The Company owns a 100% interest in the Gold Bar Mine Complex in Nevada, United States, the Fox Complex in Ontario, Canada, the Fenix Project in Sinaloa, Mexico and a portfolio of exploration properties in the United States, Canada, Mexico and Argentina. As of September 30, 2025, the Company also owns a 46.4% interest in McEwen Copper Inc. (“McEwen Copper”), owner of the Los Azules copper project in San Juan, Argentina and a 49.0% interest in Minera Santa Cruz S.A. (“MSC”), owner of the producing San José silver-gold mine in Santa Cruz, Argentina, which is operated by the joint venture majority owner Hochschild Mining plc. The Company reports its investments in McEwen Copper and MSC under the equity method of accounting.

The interim consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and are unaudited. While information and note disclosures normally included in annual financial statements and prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, the Company believes that the information and disclosures included in the interim consolidated financial statements are adequate and not misleading. Therefore, these interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto and the summary of significant accounting policies included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Except as noted below, there have been no material changes in the footnotes from those accompanying the audited consolidated financial statements contained in the Company’s Form 10-K for the year ended December 31, 2024.

In management’s opinion, the unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) (“Statements of Operations”) for the three and nine months ended September 30, 2025, and 2024, the unaudited Consolidated Balance Sheet as at September 30, 2025 and the Consolidated Balance Sheet as at December 31, 2024, the unaudited Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2025, and 2024, and the unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2025, and 2024, contained herein, reflect all adjustments, consisting solely of normal recurring items, which are necessary for the fair presentation of the Company’s financial position, results of operations and cash flows on a basis consistent with that of the Company’s prior audited consolidated financial statements. However, the results of operations for the interim periods may not be indicative of results to be expected for the full fiscal year. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated. Investments over which the Company exerts significant influence but does not control through majority ownership are accounted for using the equity method. Certain prior period amounts have been reclassified for consistency with the current period presentation in the unaudited Consolidated Statements of Cash Flows. The reclassifications had no impact on reported results.

References to “CAD” refers to Canadian Dollar, “USD” refers to United States Dollar, and “MXN” refers to Mexican Peso.

NOTE 2 OPERATING SEGMENT REPORTING

The chief operating decision-maker (“CODM”) is the executive leadership team of the Company. The CODM reviews operating results, assesses performance and makes decisions about allocation of resources to these segments at the geographic region level, by major mine/project where the economic characteristics of the individual mines or projects within a geographic region are not alike, or by investee for those which are considered a reportable segment. As a result, these operating segments also represent the Company’s reportable segments.

Table of Contents

McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

The CODM reviews segment income or loss, defined as gold and silver sales less production costs applicable to sales, depreciation and depletion, advanced projects, and exploration costs and an allocation of other segment items for all segments except for the McEwen Copper and MSC segments, which are evaluated based on the attributable equity income or loss pickup. The CODM uses segment gross profit (loss) and profit (loss) before taxes, or income (loss) from equity method investments, to allocate resources (including employees, property, and financial or capital resources) for each segment. The CODM predominantly considers such measures in the annual budget and forecasting process. The CODM considers budget-to-actual variances for operating segments on a quarterly basis to support resource allocation and performance evaluation.

Gold and silver sales and production costs applicable to sales for the reportable segments are reported net of intercompany transactions. Capital expenditures include costs capitalized in mineral property interests and plant and equipment in the respective periods.

Significant information relating to the Company’s reportable operating segments for the periods presented is summarized in the tables below:

Three months ended September 30, 2025

USA

Canada

Mexico

MSC

McEwen Copper

Total

Revenue from gold and silver sales

29,427

20,780

327

—

50,534

Production costs applicable to sales ⁽¹⁾

(21,701)

(13,485)

(47)

—

(35,233)

Depreciation and depletion ⁽¹⁾

(2,212)

(5,273)

—

(7,485)

Gross profit

5,514

2,022

280

—

7,816

Advanced projects ⁽¹⁾

—

(1,658)

—

(1,658)

Exploration ⁽¹⁾

(3,806)

(2,972)

—

(6,778)

Income (loss) from equity method investments ⁽²⁾

—

3,469

(4,275)

(806)

Other segment items ⁽³⁾

(474)

(204)

(1,446)

—

(2,124)

Segment profit (loss)

1,234

(1,154)

(2,824)

3,469

(4,275)

(3,550)

Unallocated amounts:

General and administrative ⁽⁴⁾

(4,725)

Depreciation ⁽⁵⁾

(112)

Interest and other finance expense, net

(1,496)

Other income

8,152

Loss before income and mining taxes

(1,731)

Capital expenditures

1,371

9,297

161

—

10,829

Table of Contents

McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

Nine months ended September 30, 2025

USA

Canada

Mexico

MSC

McEwen Copper

Total

Revenue from gold and silver sales

79,340

53,263

327

—

132,930

Production costs applicable to sales ⁽¹⁾

(44,815)

(37,709)

(47)

—

(82,571)

Depreciation and depletion ⁽¹⁾

(4,526)

(15,666)

—

(20,192)

Gross profit (loss)

29,999

(112)

280

—

30,167

Advanced projects ⁽¹⁾

—

(4,237)

—

(4,237)

Exploration ⁽¹⁾

(7,756)

(8,095)

—

(15,851)

Income (loss) from equity method investments ⁽²⁾

—

7,575

(19,831)

(12,256)

Other segment items ⁽³⁾

(1,310)

(1,957)

(4,057)

—

(7,324)

Segment profit (loss)

20,933

(10,164)

(8,014)

7,575

(19,831)

(9,501)

Unallocated amounts:

General and administrative ⁽⁴⁾

(11,134)

Depreciation ⁽⁵⁾

(332)

Interest and other finance expense, net

(4,219)

Other income

18,035

Loss before income and mining taxes

(7,151)

Capital expenditures

10,503

24,309

200

—

35,012


Three months ended September 30, 2024	USA		Canada		Mexico		MSC		McEwen Copper		Total
Revenue from gold and silver sales	$	33,251	$	18,999	$	—	$	—	$	—	$	52,250
Production costs applicable to sales ⁽¹⁾		(17,078)		(12,604)		—		—		—		(29,682)
Depreciation and depletion ⁽¹⁾		(4,235)		(4,530)		—		—		—		(8,765)
Gross profit		11,938		1,865		—		—		—		13,803

Advanced projects ⁽¹⁾		—		—		(2,468)		—		—		(2,468)
Exploration ⁽¹⁾		(3,474)		(1,855)		—		—		—		(5,329)
Loss from equity method investments ⁽²⁾		—		—		—		(1,228)		(1,852)		(3,080)
Other segment items ⁽³⁾		(901)		(626)		9		—		—		(1,518)
Segment profit (loss)	$	7,563	$	(616)	$	(2,459)	$	(1,228)	$	(1,852)	$	1,408

Unallocated amounts:

General and administrative ⁽⁴⁾												(1,567)
Depreciation ⁽⁵⁾												(116)
Interest and other finance expense, net												(723)
Other expense												(269)
Loss before income and mining taxes											$	(1,267)

Capital expenditures	$	11,307	$	7,343	$	490	$	—	$	—	$	19,140

Table of Contents

McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)


Nine months ended September 30, 2024	USA		Canada		Mexico		MSC		McEwen Copper		Total
Revenue from gold and silver sales	$	88,215	$	51,539	$	1,200	$	—	$	—	$	140,954
Production costs applicable to sales ⁽¹⁾		(49,515)		(37,343)		—		—		—		(86,858)
Depreciation and depletion ⁽¹⁾		(10,705)		(12,819)		—		—		—		(23,524)
Gross profit		27,995		1,377		1,200		—		—		30,572

Advanced projects ⁽¹⁾		—		—		(7,912)		—		—		(7,912)
Exploration ⁽¹⁾		(7,102)		(7,082)		—		—		—		(14,184)
Income (loss) from equity method investments ⁽²⁾		—		—		—		4,751		(36,680)		(31,929)
Other segment items ⁽³⁾		(1,594)		(377)		(752)		—		—		(2,723)
Segment profit (loss)	$	19,299	$	(6,082)	$	(7,464)	$	4,751	$	(36,680)	$	(26,176)

Unallocated amounts:

General and administrative ⁽⁴⁾												(9,945)
Depreciation ⁽⁵⁾												(366)
Interest and other finance expense, net												(2,373)
Other expense												(718)
Loss before income and mining taxes											$	(39,578)

Capital expenditures	$	12,756	$	15,547	$	2,043	$	—	$	—	$	30,346

(1)

The significant expense categories and amounts align with the segment-level information that is regularly provided to CODM.

(2)

Operating results of McEwen Copper and MSC on a 100% basis are presented in Note 9 Equity Method Investments.

(3)

Other segment items include:

General and administrative expenses attributable to the segment

Depreciation unrelated to production activities of the segment

Accretion expense

Interest and other (income) expenses

Foreign currency loss (gain)

(4)

General and administrative expenses are comprised primarily of corporate expenses not attributable to any reporting segment.

(5)

Depreciation is attributable to the corporate assets and other non-productive assets.

Geographic information

Geographic information includes the long-lived asset balances and revenues presented for the Company’s operating segments, as follows:


	Non-current Assets				Revenue ⁽¹⁾				Revenue ⁽¹⁾
	September 30,		December 31,		Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024		2025		2024
USA	$	115,243	$	100,488	$	29,427	$	33,251	$	79,340	$	88,215
Canada		98,097		89,822		20,780		18,999		53,263		51,539
Mexico		32,253		32,320		327		—		327		1,200
Argentina ⁽²⁾⁽³⁾		386,299		400,801		—		—		—		—
Total consolidated	$	631,892	$	623,431	$	50,534	$	52,250	$	132,930	$	140,954

(1)

Presented based on the location from which the precious metals originated.

(2)

Includes investment in MSC of $107.2 million (December 31, 2024 – $101.9 million) and investment in McEwen Copper of $279.1 million (December 31, 2024 – $298.9 million).

(3)

Revenue is not reported on a consolidated basis for equity method investments. For a breakdown of Argentina segment revenue, refer to Note 9 Equity Method Investments.

Table of Contents

McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

NOTE 3 OTHER INCOME (EXPENSES)

The following is a summary of other income (expenses) for the three and nine months ended September 30, 2025 and 2024:


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Unrealized and realized gain (loss) on investments	$	8,053	$	(362)	$	14,503	$	(103)
Foreign currency gain (loss)		281		62		2,207		(333)
Other income (expense)		(6)		214		245		572
Total other income (expenses)	$	8,328	$	(86)	$	16,955	$	136

NOTE 4 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

The following table provides a breakdown of cash and cash equivalents and restricted cash reported in the Consolidated Balance Sheets:


	September 30, 2025		December 31, 2024
Cash and cash equivalents and restricted cash held in USD	$	52,091	$	15,578
Cash and cash equivalents and restricted cash held in CAD		2,803		1,501
Cash and cash equivalents and restricted cash held in other currencies		357		385
Total cash and cash equivalents and restricted cash	$	55,251	$	17,464

NOTE 5 MARKETABLE SECURITIES

The following is a summary of the activity in marketable securities for the nine months ended September 30, 2025, and 2024:

As at

Additions/

Disposals/

Unrealized

As at

December 31,

transfers during

gain on

September 30,

2024

period

securities held

2025

Equity securities

1,206

7,690

(168)

11,921

20,649

Warrants

411

982

(480)

2,609

3,522

Total marketable securities

1,617

8,672

(648)

14,530

24,171


	As at		Additions/		Disposals/		Unrealized		As at
	December 31,		transfers during		transfers during		loss on		September 30,
	2023		period		period		securities held		2024
Equity securities	$	1,743	$	79	$	(645)	$	(176)	$	1,001

On March 10, 2025, the Company acquired 5,181,347 units of Goliath Resources Limited (TSX-V: GOT) (“Goliath Resources”) in exchange for 868,056 common shares of the Company. Each unit consists of one common share and one-half of one warrant. Each whole warrant entitles the Company to purchase one common share of Goliath Resources at a price of C$2.50 for a period of twelve months following the closing of the offering, expiring on March 10, 2026. Following the closing, as at March 10, 2025, the Company held an approximate 4% ownership interest in Goliath Resources. The Company recognized a day one gain of $0.9 million on the difference between the transaction price and fair value of units received.

Table of Contents

McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

On March 27, 2025, the Company participated in two private placement offerings by Canadian Gold Corp (TSX-V: CGC) (“Canadian Gold”), acquiring 8,823,529 common shares and 2,941,176 units for a total investment of $1.4 million. Each unit consists of one common share and one non-transferable share purchase warrant. Each whole warrant entitles the holder to acquire one additional common share at an exercise price of C$0.22 per share up to March 27, 2026. Following the closing, as at March 27, 2025, the Company held an approximate 6% ownership interest in Canadian Gold. The Company recognized a day one gain of $0.5 million on the difference between the transaction price and fair value of units received.

On April 28, 2025, the Company exercised 9,200,000 warrants of Inventus Mining Corp. (TSX-V: IVS) to acquire an equal number of common shares at an exercise price of C$0.09 per warrant, for total consideration of $0.6 million. In connection with this transaction, the Company also received 9,200,000 additional warrants of Inventus Mining Corp., each entitling the holder to acquire one common share at an exercise price of C$0.12 per share, expiring on November 6, 2026.

Subsequently, on July 11, 2025, the Company exercised an additional 800,000 warrants of Inventus Mining Corp. to acquire an equal number of common shares at an exercise price of C$0.09 per warrant, for total consideration of approximately $0.1 million.

NOTE 6 RECEIVABLES, PREPAIDS AND OTHER CURRENT ASSETS

The following is a breakdown of balances in receivables, prepaids and other current assets as at September 30, 2025, and December 31, 2024:


	September 30, 2025		December 31, 2024
Government sales tax receivable	$	2,319	$	3,918
Prepaids and other assets		3,984		3,568
Receivables, prepaids and other current assets	$	6,303	$	7,486

NOTE 7 INVENTORIES

Inventories as at September 30, 2025, and December 31, 2024, consisted of the following:


	September 30, 2025		December 31, 2024
Material on leach pads	$	28,498	$	13,453
In-process inventory		3,703		2,551
Stockpiles		4,720		1,112
Precious metals		768		2,312
Materials and supplies		7,377		6,517
	$	45,066	$	25,945
Less: long-term portion		15,552		7,834
Current portion	$	29,514	$	18,111

The Company did not have any inventory write-downs during the nine months ended September 30, 2025. During the nine months ended September 30, 2024, inventories at Fox Complex operations were written down by $1.3 million to their estimated net realizable values. Of these write-downs, a total of $1.0 million was included in production costs applicable to sales and $0.3 million was included in depreciation and depletion in the Statements of Operations.

Table of Contents

McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

NOTE 8 MINERAL PROPERTY INTERESTS AND PLANT AND EQUIPMENT

The applicable definition of proven and probable reserves is set forth in the Regulation S-K 1300 requirements of the SEC. If proven and probable reserves or economically viable deposits exist at the Company’s properties, the relevant capitalized mineral property interests and asset retirement costs are charged to expense based on the units-of-production method upon commencement of production. The Company’s Gold Bar Mine Complex and San José properties have proven and probable reserves estimated in accordance with Regulation S-K 1300. The mineral properties associated with the Fox Complex include the Froome and Black Fox mines, the Grey Fox deposit, and the Stock property. The Fox Complex is depleted and depreciated using the units-of-production method over the estimated production for the remaining life of the mine, as the project does not have proven and probable reserves that conform to the guidance under Regulation S-K 1300.

The Company reviews and evaluates its long-lived assets for impairment on a quarterly basis or when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Once it is determined that impairment exists, an impairment loss is measured as the amount by which the asset carrying value exceeds its estimated fair value.

During the nine months ended September 30, 2025, no indicators of impairment were noted for any of the Company’s mineral property interests.

NOTE 9 EQUITY METHOD INVESTMENTS

The Company accounts for investments over which it exerts significant influence but does not control through majority ownership using the equity method of accounting. In applying the equity method of accounting to the Company’s investments in McEwen Copper and MSC, MSC’s financial statements, which are originally prepared by MSC in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, have been adjusted to conform with U.S. GAAP.

Equity method investment in McEwen Copper

A summary of the operating results for McEwen Copper for the three and nine months ended September 30, 2025, and 2024, is as follows:


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
McEwen Copper (100%)
Advanced projects	$	(5,743)	$	(6,147)	$	(39,250)	$	(91,877)
Other expenses		(1,238)		(678)		(3,883)		(4,529)
Foreign exchange loss		(1,345)		(308)		(2,215)		(3,990)
Interest and other income (expense)⁽¹⁾		(879)		3,295		2,646		23,590
Loss before tax	$	(9,205)	$	(3,838)	$	(42,702)	$	(76,806)
Current and deferred taxes		—		—		—		—
Net loss	$	(9,205)	$	(3,838)	$	(42,702)	$	(76,806)

Portion attributable to McEwen Inc.
Loss from investment in McEwen Copper	$	(4,275)	$	(1,852)	$	(19,831)	$	(36,680)

(1) Interest and other income (expense) include gains on marketable securities and other finance-related income and expenses.

Table of Contents

McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

Changes in the Company’s investment in McEwen Copper for the nine months ended September 30, 2025, and for the year ended December 31, 2024, are as follows:


	Nine months ended		Year ended
	September 30, 2025		December 31, 2024
Investment, beginning of period	$	298,947	$	326,147
Additional investment in McEwen Copper		—		14,000
Dilution gain		—		5,777
Attributable net loss from McEwen Copper		(19,831)		(46,977)
Investment, end of period	$	279,116	$	298,947

A summary of the key assets and liabilities of McEwen Copper as at September 30, 2025, and December 31, 2024, is as follows:


As at	September 30, 2025		December 31, 2024
Current assets	$	12,835	$	34,067
Total assets	$	206,418	$	226,329

Current liabilities	$	(35,968)	$	(14,656)
Total liabilities	$	(36,090)	$	(14,856)

As at September 30, 2025, the Company's investment in McEwen Copper exceeded its proportionate share of the underlying net assets by $199.7 million. This basis difference is attributable to equity method goodwill and not amortized.

Equity method investment in MSC

A summary of the operating results for MSC for the three and nine months ended September 30, 2025, and 2024, is as follows:


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Minera Santa Cruz S.A. (100%)
Revenue from gold and silver sales	$	91,723	$	70,361	$	258,511	$	210,635
Production costs applicable to sales		(50,053)		(58,031)		(170,243)		(154,136)
Depreciation and depletion		(16,571)		(13,248)		(37,793)		(36,897)
Gross profit (loss)		25,099		(918)		50,475		19,602
Exploration		(3,785)		(3,329)		(9,000)		(8,451)
Other income (expense)⁽¹⁾		(4,550)		1,649		(8,245)		699
Income (loss) before tax	$	16,764	$	(2,598)	$	33,230	$	11,850
Current and deferred income tax recovery (expense)		(8,676)		1,280		(14,567)		947
Net income (loss)	$	8,088	$	(1,318)	$	18,663	$	12,797

Portion attributable to McEwen Inc.
Net income (loss)	$	3,963	$	(646)	$	9,145	$	6,271
Amortization of fair value increments		(504)		(833)		(1,594)		(2,209)
Income tax recovery		10		251		24		689
Income (loss) from investment in MSC, net of amortization	$	3,469	$	(1,228)	$	7,575	$	4,751

(1) Other income (expense) includes foreign exchange gains and losses, accretion of asset retirement obligations, and other finance-related income and expenses.

Table of Contents

McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

The income or loss from the investment in MSC attributable to the Company includes amortization of the fair value increments arising from the initial purchase price allocation and related income tax recovery. The income tax recovery reflects the impact of the devaluation of the Argentine peso against the U.S. dollar on the peso-denominated deferred tax liability recognized at the time of acquisition, as well as income tax rate changes over the periods.

Changes in the Company’s investment in MSC for the nine months ended September 30, 2025, and for the year ended December 31, 2024, are as follows:


	Nine months ended		Year ended
	September 30, 2025		December 31, 2024
Investment, beginning of period	$	101,854	$	93,218
Attributable net income from MSC		9,145		12,072
Amortization of fair value increments		(1,594)		(3,088)
Income tax recovery		24		37
Dividend distribution received		(2,246)		(385)
Investment, end of period	$	107,183	$	101,854

A summary of the key assets and liabilities of MSC as at September 30, 2025, and December 31, 2024, is as follows:


As at	September 30, 2025		December 31, 2024
Current assets	$	168,155	$	144,327
Total assets	$	256,310	$	233,003

Current liabilities	$	(62,423)	$	(57,373)
Total liabilities	$	(98,643)	$	(89,594)

As at September 30, 2025, the Company’s investment in MSC exceeded its proportionate share of the underlying net assets by $30.0 million. This basis difference is primarily attributable to mineral property interests and amortized on a unit-of-production basis.

NOTE 10 DEBT


	September 30, 2025		December 31, 2024
Convertible senior unsecured notes due 2030	$	110,000	$	—
Term loan facility		20,000		40,000
Debt issuance cost		(4,032)		—
	$	125,968	$	40,000
Less: current maturities of debt		—		—
Long-term debt	$	125,968	$	40,000

Term loan facility

On January 31, 2025, the Company amended its Third Amended and Restated Credit Agreement (“ARCA”). The amendments refinanced the outstanding $40.0 million loan and included the following revisions:

●

Scheduled repayments of principal under the ARCA were extended by 24 months. Monthly repayments of principal in the amount of $1.0 million are due beginning on January 31, 2027, with the remaining outstanding principal repayment on August 31, 2028.

●

On May 6, 2025, the Company issued 53,160 shares of common stock with a value equivalent to $0.4 million or 2% of the outstanding loan balance as at March 31, 2025, to an affiliate of Robert R. McEwen as consideration for the maintenance, continuation, and extension of the maturity date of the loan.

●

The Company was permitted to incur up to $110.0 million in principal borrowings under unsecured convertible senior notes due 2030.

Table of Contents

McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

The consideration issued for the maintenance, continuation, and extension of the maturity date of the loan was accounted for as debt issuance costs, which were capitalized as deferred financing costs within long-term debt. These costs are being amortized as interest expense over the term of the debt using the effective interest method.

Following the issuance of the Convertible Notes (as defined below), on February 21, 2025, the Company voluntarily repaid $20.0 million in principal under the ARCA.

Total interest expense related to the term loan for the three and nine months ended September 30, 2025, was $0.5 million and $1.9 million, respectively, at an effective interest rate of 11.16%. This included $0.5 million and $1.8 million, respectively, in interest at the contractual coupon rate of 9.75% and $33 thousand and $79 thousand, respectively, related to the amortization of the debt issuance costs. For the three and nine months ended September 30, 2024, total interest expense related to the term loan was $1.0 million and $2.9 million, respectively, at an effective interest rate equal contractual rate of 9.75%.

Convertible senior unsecured notes

On February 11, 2025, the Company issued $110.0 million in aggregate principal amount of 5.25% convertible senior unsecured notes due 2030 (“Convertible Notes”). The net proceeds from the issuance of the Convertible Notes, after deducting offering-related costs of $4.2 million and cost of a Capped Call Transaction (defined hereinafter) of $15.1 million, were approximately $90.7 million. The Convertible Notes bear interest at the annual rate of 5.25%, payable semiannually in arrears on August 15 and February 15 of each year, beginning on August 15, 2025, and will mature on August 15, 2030, unless earlier converted, redeemed or repurchased by the Company.

The Convertible Notes will be convertible into cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. The initial conversion rate is 88.9284 shares of common stock per each $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $11.25 per share, subject to adjustment pursuant to the terms of the Indenture governing the Convertible Notes (the “Indenture”). The conversion rate may not exceed 115.6069 shares under the terms of the Indenture.

The Convertible Notes may be converted at any time prior to May 15, 2030 only under the following circumstances:

(1)

During any calendar quarter starting after March 31, 2025, if, for at least 20 out of the last 30 consecutive trading days of the previous quarter, the closing price of the Company’s common stock is at least 130% of the conversion price;

(2)

During the five business days following any ten consecutive trading days in which the trading price of the notes was less than 98% of the value of the Company’s common stock multiplied by the conversion rate on each of those days;

(3)

If the Company issues a notice of redemption for the notes, at any time before the close of business on the second trading day prior to the redemption date; or

(4)

Upon the occurrence of specified corporate events.

On or after May 15, 2030, until the close of business on the second trading day before the maturity date, holders may convert their notes at any time, regardless of prior conditions.

Table of Contents

McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

The Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time from August 21, 2028, through the 46th trading day prior to maturity, provided that the Company’s common stock has traded at or above 130% of the conversion price for at least 20 trading days within any 30 consecutive trading day period ending on the day before the redemption notice. The redemption price will be equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest up to, but excluding, the redemption date. No sinking fund is provided for the notes.

If the Company undergoes a “fundamental change”, as defined in the Indenture, and subject to certain conditions and exceptions, holders may require the Company to repurchase all or a portion of their notes for cash at a price equal to 100% of the principal amount, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Indenture contains other customary terms and covenants, including certain events of default.

The Convertible Notes are accounted for as a single liability in its entirety. No portion of the proceeds was attributed to the conversion option, as the embedded feature did not require bifurcation. In connection with the above-noted transaction, the Company incurred approximately $4.2 million in expenses accounted for as debt issuance costs, which were capitalized as deferred costs within long-term debt. These costs are being amortized as interest expense over the term of the debt using the effective interest method. The total interest expense related to the Convertible Notes for the three and nine months ended September 30, 2025, was $1.6 million and $4.1 million, respectively, at an effective interest rate of 6.33%, and was comprised of $1.5 million and $3.8 million, respectively, related to the contractual interest coupon and $0.2 million and $0.4 million, respectively, related to the amortization of the debt issuance costs.

As of September 30, 2025, the Convertible Notes have a net carrying amount of $106.2 million and an estimated fair value of $192.2 million. The fair value is based on Level 1 quoted prices in active markets for identical securities.

Capped call transactions

In connection with the offering of the Convertible Notes, the Company used approximately $15.1 million of the net proceeds from the offering of the Convertible Notes to pay the cost of the Capped Call Transactions. The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the aggregate number of shares of common stock that initially underlie the Convertible Notes, and are expected generally to reduce potential dilution to the common stock upon any conversion of the Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap of $17.30. The Capped Call Transactions are separate transactions entered into by the Company and are not part of the terms of the Convertible Notes.

As the Capped Call Transactions are freestanding instruments which are both indexed to the issuer’s own stock and classified in shareholders’ equity, the premiums paid in the Capped Call Transactions were classified as a reduction to the additional paid-in capital and will not be remeasured as long as they continue to meet the conditions for equity classification.

NOTE 11 RECLAMATION AND REMEDIATION LIABILITIES

The Company is responsible for the reclamation of certain past and future disturbances at its properties. As at September 30, 2025, the reclamation and remediation liability balances at the properties subject to these obligations were $20.9 million at the Gold Bar, Tonkin and Lookout Mountain properties in Nevada, $18.1 million at the Fox Complex and $6.5 million at the El Gallo mine in Mexico (December 31, 2024 – $22.4 million, $16.7 million and $7.0 million, respectively).

Table of Contents

McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

A reconciliation of the Company’s reclamation and remediation liabilities for the nine months ended September 30, 2025, and for the year ended December 31, 2024, is as follows:


	September 30,			December 31,
	2025		2024
Reclamation and remediation liabilities, beginning balance	$	46,063	$	43,021
Acquisitions and divestitures		—		256
Settlements		(1,927)		(740)
Accretion of liability		2,312		2,757
Revisions to estimates and discount rate		(1,533)		1,959
Foreign exchange revaluation		569		(1,190)
Reclamation and remediation liabilities, ending balance	$	45,484	$	46,063
Less: current portion		6,824		4,988
Long-term portion	$	38,660	$	41,075

NOTE 12 SHAREHOLDERS’ EQUITY

Flow-through shares issuance

On June 14, 2024, the Company issued 1,533,000 flow-through common shares for gross proceeds of $21.8 million. The issuance consisted of the Canadian Exploration Expenses offering (“CEE”) of 643,000 common shares priced at $15.45 per share and the Canadian Development Expenses offering (“CDE”) of 890,000 common shares priced at $13.40 per share. Proceeds are expected to be used for the ongoing exploration and development of the Fox Complex. Total proceeds were allocated between the sale of tax benefits and the sale of common shares. Total issuance costs of $1.5 million were accounted for as a reduction in the value of the common shares. Net proceeds of $20.4 million were allocated between the sale of tax benefits in the amount of $6.0 million and sale of common shares in the amount of $14.4 million.

The Company is required to spend these flow-through share proceeds on flow-through eligible expenditures, as defined by subsection 66.1(5) and 66.1(6) of the Income Tax Act (Canada). As of September 30, 2025, the Company incurred a total of $7.8 million in eligible CEE and $11.2 million in eligible CDE (December 31, 2024 – $0.5 million in eligible CEE and $0.8 million in eligible CDE). The Company has fulfilled its CDE commitments from the most recent issuance. The remaining CEE commitments are expected to be fulfilled by the end of 2025.

Investments in Goliath Resources Limited

On March 10, 2025, the Company issued 868,056 common shares to acquire 5,181,347 units of Goliath Resources in a non-brokered private placement. Each unit is comprised of one common share in the capital of Goliath Resources and one-half of one common share purchase warrant. For further information, refer to Note 5 Marketable Securities.

NOTE 13 NET LOSS PER SHARE

Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is calculated using the treasury stock method for options and warrants and the if-converted method for the convertible senior unsecured notes. In applying the treasury stock method, instruments with an exercise price greater than the average quoted market price of the common shares for the period are not included in the calculation, as the impact would be anti-dilutive.

For periods in which the Company has reported a net loss, diluted net loss per share is computed in the same manner as basic net loss per share because potentially dilutive instruments, including the conversion option embedded in the convertible senior unsecured notes, are generally anti-dilutive during such periods.

Table of Contents

McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

For the three and nine months ended September 30, 2025, all 1,513,600 outstanding stock options and all 100,349 outstanding warrants were anti-dilutive and excluded from the computation of diluted loss per share. Similarly, for the three and nine months ended September 30, 2024, all 848,480 outstanding stock options and all 2,375,275 outstanding warrants were excluded.

NOTE 14 RELATED PARTY TRANSACTIONS

Due to related parties

The Company recorded the following expense in respect to the related party outlined below during the periods presented:


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
REVlaw	$	68	$	36	$	230	$	124

The Company has the following outstanding accounts payable balances in respect to the related parties outlined below:


		September 30, 2025		December 31, 2024
REVlaw	$	68	$	30
Inventus Mining Corp.		297		—
	$	365	$	30

REVlaw is a company owned by Carmen Diges, General Counsel & Secretary of the Company. The legal services of Ms. Diges as General Counsel & Secretary and other support staff, as needed, are provided by REVlaw in the normal course of business and have been recorded at their exchange amount.

On August 28, 2025, the Company purchased 4,817 tonnes of ore inventory from Inventus Mining Corp., an affiliate of Robert R. McEwen, Perry Ing, Interim Chief Financial Officer, and Stefan M. Spears, Vice President, Corporate Development. The Company paid $1.1 million on the transaction date, with the remaining $0.3 million payable upon the final pour.

An affiliate of Robert R. McEwen, Chairman and Chief Executive Officer, acted as a lender in the restructured $40.0 million term loan and continued as such under the ARCA. On January 31, 2025, the outstanding $40.0 million loan was refinanced, extending the repayment of principal by 24 months, and is due beginning on January 31, 2027 with the remaining outstanding principal repayment on August 31, 2028. Following the aforementioned financing, the Company repaid $20.0 million in principal. As consideration for the maintenance, continuation, and extension of the maturity date of the loan, the Company issued 53,160 shares with a value equivalent to 2% of the outstanding loan balance as at March 31, 2025. During the three and nine months ended September 30, 2025, the Company paid $0.5 million and $1.8 million, respectively (three and nine months ended September 30, 2024 – $1.0 million and $2.9 million, respectively) in interest to this affiliate. Interest is payable monthly at a rate of 9.75% per annum.

Due from related parties

The Company has the following outstanding accounts receivable balance in respect to the related party outlined below during the periods presented:


		September 30, 2025		December 31, 2024
Receivables from McEwen Copper Inc.	$	8,137	$	286
	$	8,137	$	286

Table of Contents

McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025

(tabular amounts are in thousands of U.S. dollars, unless otherwise noted)

As at September 30, 2025, receivables from McEwen Copper primarily comprised of advances and charges for management, technical, legal, financial, administrative, geological and engineering services incurred by the Company and billed to McEwen Copper.

Investments in related parties

On March 27, 2025, the Company participated in a private placement offering of units issued by Canadian Gold, an affiliate of Robert R. McEwen, who owns approximately 32.5% of Canadian Gold Corp., and Ian Ball, a director of the Company, who serves as a consultant for Canadian Gold Corp. and served as its interim Chief Executive Officer from April 2023 to October 2023. For more information, refer to Note 5 Marketable Securities.

On April 28, 2025, the Company exercised 9.2 million of its 10.0 million warrants in Inventus Mining Corp. Subsequently, on July 11, 2025, the Company exercised an additional 800,000 warrants. For more information, refer to Note 5 Marketable Securities.

NOTE 15 FAIR VALUE ACCOUNTING

The hierarchy of fair value measurements assigns a level to fair value measurements based on the inputs used in the respective valuation techniques. The levels of the hierarchy, as defined below, give the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

● Level 1 is defined as observable inputs such as quoted prices in active markets for identical assets. The Company’s Level 1 assets include investments in equity securities, which are exchange-traded and are valued using quoted market prices in active markets.

● Level 2 is defined as observable inputs other than Level 1 prices. These include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company’s Level 2 assets include investments in share purchase warrants with fair value determined using the Black-Scholes option pricing model and inputs from observable market data, including historic volatility.

● Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following table presents the Company’s financial assets and liabilities that are recorded at fair value in the accompanying Consolidated Balance Sheets:

Fair value as at September 30, 2025

Level 1

Level 2

Level 3

Total

Assets:

Marketable securities

20,649

3,522

—

24,171

Fair value as at December 31, 2024

Level 1

Level 2

Level 3

Total

Assets:

Marketable securities

McEwen Inc. 10-Q