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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 March 31, 2026

☐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 May 6, 2026, there were 59,740,087 shares of common stock outstanding.

Table of Contents

McEWEN INC.

FORM 10-Q

Index


PART I FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	3

	Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2026, and 2025	3

	Consolidated Balance Sheets at March 31, 2026, and December 31, 2025	4

	Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2026, and 2025	5

	Consolidated Statements of Cash Flows for the three months ended March 31, 2026, and 2025	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosure about Market Risk	47

Item 4.	Controls and Procedures	49

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	50

Item 1A.	Risk Factors	50

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50

Item 3.	Defaults upon Senior Securities	50

Item 4.	Mine Safety Disclosures	50

Item 5.	Other Information	51

Item 6.	Exhibits	52

SIGNATURES		53

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 March 31,
	2026		2025
Revenue from gold and silver sales	$	74,049	$	35,696
Production costs applicable to sales		(35,644)		(19,605)
Depreciation and depletion		(6,910)		(6,021)
Gross profit		31,495		10,070

OTHER OPERATING INCOME (EXPENSES):
Advanced projects		(4,779)		(1,684)
Exploration		(5,459)		(3,681)
General and administrative (Note 19)		(9,464)		(3,369)
Income (loss) from equity method investments (Note 9)		30,338		(8,068)
Depreciation		(167)		(150)
Reclamation and remediation		(722)		(758)
		9,747		(17,710)
Operating income (loss)		41,242		(7,640)

OTHER INCOME (EXPENSES):
Interest and other finance expenses		(1,537)		(1,286)
Other income (expenses) (Note 3)		(6,338)		1,577
Dilution loss from investments in Paragon Advanced Labs Inc. (Note 9)		(162)		—
Total other income (expenses)		(8,037)		291
Income (loss) before income and mining taxes		33,205		(7,349)
Income and mining tax recovery (Note 17)		174		1,079
Net income (loss) after income and mining taxes		33,379		(6,270)

Net income (loss) per share (Note 13):
Basic	$	0.56	$	(0.12)
Diluted	$	0.47	$	(0.12)
Weighted average common shares outstanding (thousands) (Note 13):
Basic		58,859		53,270
Diluted		72,426		53,270

OTHER COMPREHENSIVE INCOME:
Change in foreign currency translation adjustments (Note 9)	$	24	$	—
Comprehensive income (loss)	$	33,403	$	(6,270)

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)


	As at		As at
	March 31,		December 31,
	2026		2025
ASSETS
Current assets:
Cash and cash equivalents (Note 4)	$	56,535	$	51,015
Marketable securities (Note 5)		13,542		21,114
Receivables, prepaids and other current assets (Note 6)		6,447		5,752
Due from McEwen Copper Inc. (Note 14)		1,934		3,169
Inventories (Note 7)		31,361		26,836
Total current assets		109,819		107,886
Mineral property interests and plant and equipment, net (Note 8)		350,539		227,208
Equity method investments (Note 9)		450,006		428,641
Loan receivable from McEwen Copper Inc. (Note 14)		12,336		6,052
Deferred tax assets		21,345		25,591
Inventories (Note 7)		24,139		20,560
Restricted cash (Note 4)		4,378		4,246
Other assets		35		34
TOTAL ASSETS	$	972,597	$	820,218

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	47,728	$	44,911
Consideration payable for Canadian Gold Corp. acquisition (Note 14)		31,230		—
Long-term debt, current portion (Note 10)		3,000		—
Reclamation and remediation liabilities (Note 11)		7,321		6,473
Contract liability (Note 16)		1,838		7,549
Flow-through share premium (Note 12)		1,255		974
Tax liabilities		3,476		2,976
Lease liabilities		819		926
Total current liabilities		96,667		63,809
Long-term debt, net of issuance costs (Note 10)		123,367		126,168
Reclamation and remediation liabilities (Note 11)		38,637		39,384
Deferred tax liabilities		58,676		40,328
Lease liabilities		933		1,088
Other liabilities		2,357		3,204
Total liabilities	$	320,637	$	273,981

Shareholders’ equity:
Common shares: 59,188 as at March 31, 2026 (in thousands) (Note 12)	$	1,893,850	$	1,821,530
Accumulated deficit		(1,241,914)		(1,275,293)
Accumulated other comprehensive income		24		—
Total shareholders’ equity		651,960		546,237
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	972,597	$	820,218

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					Accumulated
	and Additional					Other
	Paid-in Capital			Accumulated		Comprehensive
Three months ended March 31, 2025	Shares	Amount		Deficit		Income			Total
Balance, December 31, 2024	53,054	$	1,804,702	$	(1,309,727)	$	—	$	494,975
Stock-based compensation	13		178		—		—		178
Investments in Goliath Resources Limited	868		6,068		—		—		6,068
Purchase of capped call options	—		(15,114)		—		—		(15,114)
Net loss	—		—		(6,270)		—		(6,270)
Balance, March 31, 2025	53,935	$	1,795,834	$	(1,315,997)	$	—	$	479,837

Three months ended March 31, 2026
Balance, December 31, 2025	55,517	$	1,821,530	$	(1,275,293)		—	$	546,237
Investment in Canadian Gold Corp. (Note 18)	2,944		57,698		—		—		57,698
Sales of flow-through shares (Note 12)	727		13,738		—		—		13,738
Stock-based compensation	—		884		—		—		884
Net income	—		—		33,379		—		33,379
Change in foreign currency translation adjustments (Note 9)	—		—		—		24		24
Balance, March 31, 2026	59,188	$	1,893,850	$	(1,241,914)	$	24	$	651,960

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

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McEWEN INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands of U.S. dollars)


	Three months ended March 31,
	2026		2025
Cash flows from operating activities:
Net income (loss)	$	33,379	$	(6,270)
Adjustments to reconcile net income (loss) from operating activities:
(Income) loss from equity method investments (Note 9)		(30,338)		8,068
Dividends received from Minera Santa Cruz S.A. (Note 9)		8,835		—
Depreciation, amortization and depletion		7,077		6,171
Loss (gain) on marketable securities (Note 5)		5,189		(1,755)
Reclamation accretion and adjustments to estimate		364		794
Deferred income and mining tax (recovery) expense (Note 17)		140		(1,489)
Flow-through premium amortization (Note 12)		(812)		(1,428)
Other		2,509		332
Changes in non-cash working capital items:
Change in inventories		(7,095)		(5,170)
Change in other assets related to operations		(1,036)		1,364
Change in accounts payable and accrued liabilities		171		(1,444)
Change in contract liability		(5,712)		(2,015)
Change in other liabilities related to operations		(568)		910
Cash provided by (used in) operating activities	$	12,103	$	(1,932)

Cash flows from investing activities:
Additions to mineral property interests and plant and equipment	$	(14,551)	$	(14,534)
Loan receivable from McEwen Copper Inc. (Note 14)		(7,500)		—
Dividends received from Minera Santa Cruz S.A. (Note 9)		—		2,246
Investment in marketable securities (Note 5)		—		(1,399)
Other		1,013		94
Cash used in investing activities	$	(21,038)	$	(13,593)

Cash flows from financing activities:
Issuance of flow-through common shares, net of issuance costs (Note 12)		14,831		—
Proceeds from senior convertible notes (Note 10)		—		110,000
Purchase of capped call options (Note 10)		—		(15,114)
Convertible notes financing costs (Note 10)		—		(4,176)
Principal repayment on long-term debt (Note 10)		—		(20,000)
Payment of finance lease obligations		(296)		(197)
Cash provided by financing activities	$	14,535	$	70,513
Effect of exchange rate change on cash and cash equivalents		52		4
Increase in cash, cash equivalents and restricted cash		5,652		54,992
Cash, cash equivalents and restricted cash, beginning of period		55,261		17,464
Cash, cash equivalents and restricted cash, end of period	$	60,913	$	72,456


Supplemental disclosure of cash flow information:
Cash received (paid) during the period:
Interest paid	$	(3,368)	$	(759)
Interest received		385		361
Taxes paid		—		(211)
Non-cash investing activities:
Mineral property additions in accounts payable and accrued liabilities		5,782		—
Receipt of warrants in connection with loan to McEwen Copper Inc. (Note 14)		3,380		—

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

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McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

(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 Tartan Mine project in Manitoba, Canada, the El Gallo Project in Sinaloa, Mexico and a portfolio of exploration properties in the United States, Canada, Mexico and Argentina. As of March 31, 2026, the Company also owns a 46.3% 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. and a 27.0% interest in Paragon Advanced Labs Inc. (“Paragon”), a provider of advanced analytical services to the mining industry. The Company reports its investments in McEwen Copper, MSC and Paragon 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, 2025. 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, 2025.

In management’s opinion, the unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) (“Statements of Operations”) for the three months ended March 31, 2026, and 2025, the unaudited Consolidated Balance Sheet as at March 31, 2026 and the Consolidated Balance Sheet as at December 31, 2025, the unaudited Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2026, and 2025, and the unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2026, and 2025, 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, “MXN” refers to Mexican Peso, and “ARS” refers to Argentine Peso.

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McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

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

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 major mine/project where the economic characteristics of the individual mines, or by investee for those which are considered a reportable segment. As a result, these operating segments also represent the Company’s reportable segments.

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. 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:


	Gold Bar		Fox		Tartan		El Gallo		MSC		McEwen		Total
Three months ended March 31, 2026	Mine Complex		Complex		Lake ⁽⁷⁾						Copper
Revenue from gold and silver sales	$	37,717	$	25,316	$	—	$	11,016	$	—	$	—	$	74,049
Production costs applicable to sales ⁽¹⁾		(19,379)		(14,711)		—		(1,554)		—		—		(35,644)
Depreciation and depletion ⁽¹⁾		(2,312)		(4,598)		—		—		—		—		(6,910)
Gross profit		16,026		6,007		—		9,462		—		—		31,495

Advanced projects ⁽¹⁾		—		(1,126)		—		(3,653)		—		—		(4,779)
Exploration ⁽¹⁾		(3,140)		(1,385)		(934)		—		—		—		(5,459)
Income (loss) from equity method investments ⁽²⁾		—		—		—		—		32,752		(2,074)		30,678
Other segment items ⁽³⁾		(2,135)		(2,026)		(76)		(87)		—		—		(4,324)
Segment profit (loss)	$	10,751	$	1,470	$	(1,010)	$	5,722	$	32,752	$	(2,074)	$	47,611

Unallocated amounts:

Loss from equity method investment ⁽⁴⁾														(501)
General and administrative ⁽⁵⁾														(5,602)
Depreciation ⁽⁶⁾														(113)
Interest and other finance expenses, net														(1,590)
Other expense														(6,600)
Loss before income and mining taxes													$	33,205

Capital expenditures	$	2,075	$	14,711	$	—	$	99	$	—	$	—	$	16,885

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McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

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


	Gold Bar		Fox		Tartan		El Gallo		MSC		McEwen		Total
Three months ended March 31, 2025	Mine Complex		Complex		Lake ⁽⁷⁾						Copper
Revenue from gold and silver sales	$	22,391	$	13,305	$	—	$	—	$	—	$	—	$	35,696
Production costs applicable to sales ⁽¹⁾		(9,094)		(10,511)		—		—		—		—		(19,605)
Depreciation and depletion ⁽¹⁾		(1,178)		(4,843)		—		—		—		—		(6,021)
Gross profit (loss)		12,119		(2,049)		—		—		—		—		10,070

Advanced projects ⁽¹⁾		—		—		—		(1,684)		—		—		(1,684)
Exploration ⁽¹⁾		(1,421)		(2,260)		—		—		—		—		(3,681)
Income (loss) from equity method investments ⁽²⁾		—		—		—		—		510		(8,578)		(8,068)
Other segment items ⁽³⁾		(418)		(347)		—		(931)		—		—		(1,696)
Segment profit (loss)	$	10,280	$	(4,656)	$	—	$	(2,615)	$	510	$	(8,578)	$	(5,059)

Unallocated amounts:

General and administrative ⁽⁵⁾														(2,411)
Depreciation ⁽⁶⁾														(110)
Interest and other finance expenses, net														(1,309)
Other income														1,540
Loss before income and mining taxes													$	(7,349)

Capital expenditures	$	8,263	$	6,254	$	—	$	17	$	—	$	—	$	14,534

(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)

Operating results of Paragon on a 100% basis are presented in Note 9 – Equity Method Investments.

(5)

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

(6)

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

(7)

Tartan Lake is a newly identified segment resulting from the acquisition of Canadian Gold Corp. (“Canadian Gold”), refer to Note 18 – Canadian Gold Corp Acquisition.

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McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

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

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⁾
	March 31,		December 31,		Three months ended March 31,
	2026		2025		2026		2025
USA	$	116,919	$	114,644	$	37,717	$	22,391
Canada ⁽²⁾		249,564		125,364		25,316		13,305
Mexico		25,848		25,759		11,016		—
Argentina ⁽³⁾⁽⁴⁾		436,767		414,922		—		—
Total consolidated	$	829,098	$	680,689	$	74,049	$	35,696

(1)

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

(2)

Includes investment in Paragon Advanced Labs Inc. of $13.2 million (December 31, 2025 – $13.7 million).

(3)

Includes investment in MSC of $164.7 million (December 31, 2025 – $140.7 million) and investment in McEwen Copper of $272.1 million (December 31, 2025 – $274.2 million).

(4)

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.

NOTE 3 OTHER INCOME (EXPENSES)

The following is a summary of other income (expenses) for the three months ended March 31, 2026, and 2025:


	Three months ended March 31,
	2026		2025
Unrealized and realized gain (loss) on investments	$	(5,189)	$	1,735
Other expenses		(1,149)		(158)
Total other income (expenses)	$	(6,338)	$	1,577

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:


	March 31, 2026		December 31, 2025
Cash and cash equivalents	$	56,535	$	51,015
Restricted cash in non-current assets		4,378		4,246
Total cash and cash equivalents and restricted cash	$	60,913	$	55,261

NOTE 5 MARKETABLE SECURITIES

The following is a summary of the activity in marketable securities for the three months ended March 31, 2026, and 2025:

As at

Additions/

Disposals/

Loss on

As at

December 31,

transfers during

securities

March 31,

2025

period

held

2026

Equity securities

18,766

—

(5,763)

(3,504)

9,499

Warrants

2,348

3,380

—

(1,685)

4,043

Total marketable securities

21,114

3,380

(5,763)

(5,189)

13,542

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McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

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


	As at		Additions/		Disposals/		Gain on		As at
	December 31,		transfers during		transfers during		securities		March 31,
	2024		period		period		held		2025
Marketable securities	$	1,206	$	6,866	$	(94)	$	1,720	$	9,698
Warrants		411		601		—		35		1,047
Total marketable securities	$	1,617		7,467		(94)		1,755		10,745

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. The warrants expired unexercised on March 10, 2026, resulting in the recognition of a loss of $0.5 million during the three-month period ended March 31, 2026.

On March 27, 2025, the Company participated in two private placement offerings by Canadian Gold (TSX-V: CGC), 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. The warrants expired unexercised upon acquisition of Canadian Gold on January 5, 2026, resulting in the recognition of a loss of $0.7 million during the three-month period ended March 31, 2026.

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.

On February 6, 2026, the Company entered into a loan agreement with McEwen Copper. In connection with this arrangement, McEwen Copper issued 203,280 warrants to acquire an equal number of common shares at an exercise price of $40 per warrant, which were measured at a fair value of $3.4 million upon acquisition. Refer to Note 14. Related Party Transactions for further details.

NOTE 6 RECEIVABLES, PREPAIDS AND OTHER CURRENT ASSETS

The following is a breakdown of balances in receivables, prepaids and other current assets as at March 31, 2026, and December 31, 2025:


	March 31, 2026		December 31, 2025
Government sales tax receivable	$	3,185	$	3,071
Prepaids and other assets		3,262		2,681
Receivables, prepaids and other current assets	$	6,447	$	5,752

Table of Contents

McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

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

NOTE 7 INVENTORIES

Inventories as at March 31, 2026, and December 31, 2025, consisted of the following:


	March 31, 2026		December 31, 2025
Material on leach pads	$	35,512	$	31,390
In-process inventory		8,205		5,105
Stockpiles		2,180		3,026
Precious metals		713		412
Materials and supplies		8,890		7,463
	$	55,500	$	47,396
Less: long-term portion		(24,139)		(20,560)
Current portion	$	31,361	$	26,836

The Company did not have any inventory write-downs during the three months ended March 31, 2026, and 2025.

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 three months ended March 31, 2026, 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, Paragon and MSC, the financial statements of Paragon and MSC, which are originally prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, have been adjusted to conform with U.S. GAAP.

A reconciliation of the Company’s equity method investments as at March 31, 2026, and December 31, 2025, is as follows:


	March 31, 2026		December 31, 2025
Investment in McEwen Copper Inc.	$	272,115	$	274,189
Investment in Minera Santa Cruz S.A.		164,650		140,733
Investment in Paragon Advanced Labs Inc.		13,241		13,719
Total equity method investments	$	450,006	$	428,641

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McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

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

Equity method investment in McEwen Copper

A summary of the operating results for McEwen Copper for the three months ended March 31, 2026, and 2025, is as follows:


	Three months ended March 31,
	2026		2025
McEwen Copper (100%)
Advanced projects	$	—	$	(21,271)
Other expenses		(2,900)		(1,097)
Foreign exchange gain (loss)		177		(9)
Interest and other income (expenses) ⁽¹⁾		(1,720)		3,906
Loss before tax	$	(4,443)	$	(18,471)
Current and deferred taxes		—		—
Net loss	$	(4,443)	$	(18,471)

Portion attributable to McEwen Inc.
Net loss	$	(2,057)	$	(8,578)
McEwen Inc.'s portion of interest capitalized		(17)		—
Loss from investment in McEwen Copper	$	(2,074)	$	(8,578)

(1) Interest and other income (expenses) include interest on term debt and finance-related income and expenses.

Changes in the Company’s investment in McEwen Copper for the three months ended March 31, 2026, and for the year ended December 31, 2025, are as follows:


	Three months ended		Year ended
	March 31, 2026		December 31, 2025
Investment, beginning of period	$	274,189	$	298,947
Dilution gain		—		789
Attributable net loss from McEwen Copper		(2,074)		(25,547)
Investment, end of period	$	272,115	$	274,189

A summary of the key assets and liabilities of McEwen Copper as at March 31, 2026, and December 31, 2025, is as follows:


As at	March 31, 2026		December 31, 2025
Current assets	$	24,589	$	7,089
Total assets	$	236,725	$	203,277

Current liabilities	$	(17,667)	$	(11,365)
Total liabilities	$	(67,761)	$	(41,759)

As at March 31, 2026, the Company's investment in McEwen Copper exceeded its proportionate share of the underlying net assets by $199.1 million. This basis difference is attributable to equity method goodwill and not amortized.

Table of Contents

McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

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

Equity method investment in MSC

A summary of the operating results for MSC for the three months ended March 31, 2026, and 2025, is as follows:


	Three months ended March 31,
	2026		2025
Minera Santa Cruz S.A. (100%)
Revenue from gold and silver sales	$	185,813	$	71,903
Production costs applicable to sales		(77,655)		(56,588)
Depreciation and depletion		(7,896)		(10,610)
Gross profit		100,262		4,705
Exploration		(4,341)		(2,300)
Other income ⁽¹⁾		2,600		826
Income before tax	$	98,521	$	3,231
Current and deferred income tax expense		(31,271)		(1,039)
Net income	$	67,250	$	2,192

Portion attributable to McEwen Inc.
Net income	$	32,953	$	1,073
Amortization of fair value increments		(199)		(568)
Income tax recovery (expense)		(2)		5
Income from investment in MSC, net of amortization	$	32,752	$	510

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

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 three months ended March 31, 2026, and for the year ended December 31, 2025, are as follows:


	Three months ended			Year ended
	March 31, 2026			December 31, 2025
Investment, beginning of period	$	140,733	$	101,854
Attributable net income from MSC		32,953		43,256
Amortization of fair value increments		(199)		(2,160)
Income tax recovery (expense)		(2)		29
Dividend distribution received		(8,835)		(2,246)
Investment, end of period	$	164,650	$	140,733

A summary of the key assets and liabilities of MSC as at March 31, 2026, and December 31, 2025, is as follows:


As at	March 31, 2026		December 31, 2025
Current assets	$	352,418	$	290,704
Total assets	$	435,282	$	372,994

Current liabilities	$	(119,476)	$	(107,930)
Total liabilities	$	(158,855)	$	(145,761)

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McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

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

As at March 31, 2026, the Company’s investment in MSC exceeded its proportionate share of the underlying net assets by $29.2 million. This basis difference is primarily attributable to mineral property interests and amortized on a unit-of-production basis.

Equity method Investment in Paragon

On December 9, 2025, the Company completed the transaction to acquire 27.32% equity interest in Paragon, a provider of advanced analytical services to the mining industry. The transaction involved a share exchange in which the Company acquired a total of 8,742,880 Paragon shares in exchange for 709,992 common shares of the Company. The total fair value of the transaction was $13.7 million, based on the Company's closing share price of $19.35 per share on December 9, 2025.

The Company's investment in Paragon exceeded its proportionate share of the underlying net assets by $12.5 million. This basis difference is attributable to equity-method goodwill and is not amortized.

Subsequent to the acquisition, on December 15, 2025, an existing shareholder exercised 400,000 warrants to acquire an equivalent number of common shares of Paragon. As a result, the Company’s ownership in Paragon decreased from 27.3% to 27.0%. This reduction in ownership is accounted for as a notional disposition of shares, resulting in a $0.2 million dilution loss.

Due to the timing of the availability of financial information, the Company recognizes its share of the earnings of Paragon on a three-month lag basis. The Company monitors the investee for material intervening events and concluded that no material adjustments were necessary for the three months ended March 31, 2026.

A summary of the operating results for Paragon for the period from December 9, 2025, to December 31, 2025, is as follows:


	Period ended
	December 31, 2025
Paragon (100%)
Revenue	$	312
Production costs applicable to sales		(591)
Gross loss		(279)
Operating expense		(749)
Other expense		(231)
Net loss		(1,259)
Change in foreign currency translation adjustments		90
Net comprehensive loss for the year	$	(1,169)

Portion attributable to McEwen Inc.
Net loss	$	(340)
Attributable change in foreign currency translation adjustments		24
Comprehensive loss from investment in Paragon	$	(315)

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McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

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

Changes in the Company’s investment in Paragon for the three months ended March 31, 2026, and December 31, 2025, are as follows:


	Three months ended		Period ended
	March 31, 2026		December 31, 2025
Investment, beginning of period	$	13,719	$	—
Investment in Paragon		—		13,719
Net loss attributable to McEwen Inc.		(340)		—
Dilution loss		(162)		—
Change in foreign currency translation adjustments		24		—
Investment, end of period	$	13,241	$	13,719

A summary of the key assets and liabilities of Paragon as at December 31, 2025, is as follows:


As at	December 31, 2025
Current assets	$	6,328
Total assets	$	35,622

Current liabilities	$	(10,642)
Total liabilities	$	(33,050)

NOTE 10 DEBT


	March 31, 2026		December 31, 2025
Convertible senior unsecured notes due 2030	$	110,000	$	110,000
Term loan facility		20,000		20,000
Debt issuance cost		(3,633)		(3,832)
	$	126,367	$	126,168
Less: current maturities of debt		3,000		—
Long-term debt	$	123,367	$	126,168

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 due 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.

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.

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McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

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

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 months ended March 31, 2026, was $0.5 million, at an effective interest rate of 11.16%. This included $0.5 million in interest at the contractual coupon rate of 9.75% and $34 thousand related to the amortization of the debt issuance costs. For the three months ended March 31, 2025, total interest expense related to the term loan was $0.8 million, at an effective interest rate of 11.16% and was comprised of $0.8 million related to the interest coupon at the contractual rate of 9.75% and $26 thousand related to the amortization of the debt issuance costs.

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.

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.

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McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

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

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 months ended March 31, 2026, was $1.6 million at an effective interest rate of 6.33%, and was comprised of $1.4 million related to the contractual interest coupon and $0.2 million related to the amortization of the debt issuance costs. For the three months ended March 31, 2025, total interest expense related to the Convertible Notes was $0.9 million at an effective interest rate of 6.33% and was comprised of $0.8 million related to the contractual interest coupon and $0.1 million related to the amortization of the debt issuance costs.

As of March 31, 2026, the Convertible Notes have a net carrying amount of $106.6 million and an estimated fair value of $227.5 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 March 31, 2026, the reclamation and remediation liability balances at the properties subject to these obligations were $21.1 million at the Gold Bar, Tonkin and Lookout Mountain properties in Nevada, $18.5 million at the Fox Complex and $6.3 million at the El Gallo mine in Mexico (December 31, 2025 – $20.8 million, $18.6 million and $6.4 million, respectively).

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McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

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

A reconciliation of the Company’s reclamation and remediation liabilities for the three months ended March 31, 2026, and for the year ended December 31, 2025, is as follows:


	March 31,			December 31,
	2026		2025
Reclamation and remediation liabilities, beginning balance	$	45,857	$	46,063
Settlements		(253)		(2,705)
Accretion of liability		722		3,019
Revisions to estimates and discount rate		(10)		(1,364)
Foreign exchange revaluation		(358)		844
Reclamation and remediation liabilities, ending balance	$	45,958	$	45,857
Less: current portion		7,321		6,473
Long-term portion	$	38,637	$	39,384

NOTE 12 SHAREHOLDERS’ EQUITY

Flow-through shares issuance

Canadian Exploration Expenses (“CEE”)

On December 19, 2025, the Company issued 215,000 flow-through common shares priced at $23.88 per share for gross proceeds of $5.1 million. Proceeds from the CEE offering are expected to be used for the ongoing exploration and development of the Grey Fox properties. Total proceeds were allocated between the sale of tax benefits and the sale of common shares. Total issuance costs of $0.3 million were accounted for as a reduction in the value of the common shares. Net proceeds of $4.9 million were allocated between the sale of tax benefits in the amount of $1.0 million and sale of common shares in the amount of $3.9 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 March 31, 2026, the Company incurred a total of $1.4 million in eligible CEE. The remaining CEE commitments from the most recent raise in December 2025 are expected to be fulfilled by the end of 2026.

Canadian Development Expenses (“CDE”)

On January 22, 2026, the Company issued 350,000 flow-through common shares priced at $20.96 per share for gross proceeds of $7.3 million. Proceeds from the CDE offering are expected to be used for the ongoing exploration and development of the Grey Fox properties. Total proceeds were allocated between the sale of tax benefits and the sale of common shares. Total issuance costs of $0.3 million were accounted for as a reduction in the value of the common shares. Net proceeds of $7.0 million were allocated between the sale of tax benefits in the amount of $0.5 million and sale of common shares in the amount of $6.5 million.

On January 28, 2026, the Company issued 377,000 flow-through common shares priced at $21.55 per share for gross proceeds of $8.1 million. Proceeds from the CDE offering are expected to be used for the ongoing exploration and development of the Grey Fox properties. Total proceeds were allocated between the sale of tax benefits and the sale of common shares. Total issuance costs of $0.3 million were accounted for as a reduction in the value of the common shares. Net proceeds of $7.8 million were allocated between the sale of tax benefits in the amount of $0.6 million and sale of common shares in the amount of $7.2 million

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McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

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

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 March 31, 2026, the Company incurred a total of $8.3 million in eligible CDE. The Company has fulfilled its obligations related to the January 22, 2026, issuance, and the remaining CDE commitments from January 28, 2026, financing are expected to be fulfilled by May 31, 2026.

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.

Investments in Paragon Advanced Labs Inc.

On December 9, 2025, the Company issued 709,992 common shares in exchange of 8,742,880 Paragon shares. For further information, refer to Note 9 Equity Method Investments.

Investments in Canadian Gold Corp.

On January 5, 2026, the Company completed the acquisition of Canadian Gold by acquiring all issued and outstanding common shares. Pursuant to an Arrangement Agreement, the Company issued 2,943,766 common shares and 1,526,786 subscription receipts at a deemed price of $19.60 per share, for total consideration of $87.7 million. The number of instruments issued was determined based on an exchange ratio of 0.0225 applied to Canadian Gold shares outstanding. Refer to Note 14 Related Party Transactions and Note 18 Canadian Gold Corp. Acquisition for additional details.

NOTE 13 NET INCOME (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. Under the if-converted method, interest expense, net of tax, is added back to net income and the weighted-average shares outstanding are increased by the shares issuable upon conversion of the 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.

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McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

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

Below is a reconciliation of the basic and diluted weighted average number of common shares and the computations for basic and diluted net income (loss) per share for the three months ended March 31, 2026, and 2025:


	Three months ended March 31,
	2026		2025

	(amounts in thousands, unless otherwise noted)
Basic Earnings per Share
Net income (loss) available to common stockholders — Basic earnings per share	$	33,379	$	(6,270)
Weighted average common shares outstanding		58,859		53,270
Basic net income (loss) per share:	$	0.56	$	(0.12)

Diluted Earnings per Share
Net income (loss) available to common stockholders	$	33,379	$	(6,270)
Add back: Interest effect of convertible notes, net of tax		1,141		—
Net income (loss) available to common stockholders — Diluted earnings per share	$	34,520	$	(6,270)

Weighted average common shares outstanding		58,859		53,270
Dilutive effect of stock options, restricted stock units, and warrants		851		—
Dilutive effect of convertible notes		12,717		—
Weighted average diluted shares		72,426		53,270
Diluted net income (loss) per share	$	0.47	$	(0.12)

For the three months ended March 31, 2026, the weighted average number of common shares was increased by 850,705 incremental shares to reflect the impact of dilutive instruments.

Convertible senior unsecured notes were assumed to have been converted at the beginning of the period. Accordingly, $1.1 million of interest expense related to the notes, net of tax, was added back to net income, and the weighted-average number of common shares outstanding was increased by 12,716,759 shares representing the shares issuable upon conversion.

For the three months ended March 31, 2025, all outstanding options to purchase shares of common stock and share purchase warrants were excluded from the respective computations of diluted loss per share, as the Company was in a loss position, and all potentially dilutive instruments were anti-dilutive and therefore not included in the calculation of diluted net loss per share.

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 March 31,
	2026		2025
REVlaw	$	105	$	61
Paragon Advanced Labs Inc.		652		—
Total expenses	$	757	$	61

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McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

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

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


		March 31, 2026		December 31, 2025
Robert R. McEwen	$	31,177	$	—
Inventus Mining Corp.		404		—
Paragon Advanced Labs Inc.		199		168
REVlaw		—		46
Total due to related parties	$	31,780	$	214

On January 5, 2026, the Company completed the acquisition of Canadian Gold by acquiring all issued and outstanding common shares of Canadian Gold in exchange for shares of the Company’s common stock. All Canadian Gold shares, other than those held by Robert R. McEwen, Chairman and Chief Executive Officer of the Company, were exchanged for 3,208,481 common shares of the Company. In respect of his ownership interest, Mr. McEwen received 1,526,786 subscription receipts, the conversion of which into common shares of the Company is subject to approval by the Company’s shareholders in accordance with applicable listing rules. If shareholder approval is not obtained, the Company will be required to settle the subscription receipts in cash equal to the fair value of the underlying shares as of the transaction date, totaling $29.9 million. For further information, refer to Note 18 Canadian Gold Corp. Acquisition. As at March 31, 2026, the fair value of the consideration was $31.2 million, resulting in a $1.3 million loss recorded on Statements of Operations.

Inventus Mining Corp. (“Inventus”) is an affiliate of Robert R. McEwen and Perry Ing, Interim Chief Financial Officer. On January 7, 2026, the Company purchased 9,865 tonnes of ore inventory from Inventus for processing at the Fox Complex. The Company paid $1.6 million, with the remaining $0.4 million payable upon completion of the final pour.

REVlaw is a company owned by Carmen Diges, General Counsel and Secretary of the Company. The legal services of Ms. Diges as General Counsel and 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.

Paragon Advanced Labs Inc. is a related party of the Company, in which the Company holds a 27.0% ownership interest and exercises significant influence. The assaying services are provided by Paragon in the normal course of business and have been recorded at their exchange amount.

An affiliate of Robert R. McEwen, Evanachan Limited, 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 due 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, 2026. During the three months ended March 31, 2026, the Company paid $0.5 million (three months ended March 31, 2025 – $0.8 million) in interest to this affiliate. Interest is payable monthly at a rate of 9.75% per annum.

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McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

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

Due from related parties

The Company has the following outstanding accounts receivable from McEwen Copper during the periods presented:


	March 31, 2026		December 31, 2025
Term debt	$	15,658	$	—
Loan origination fee		(3,322)		—
Other receivables		1,934		9,221
Total receivables from McEwen Copper Inc.	$	14,270	$	9,221
Less: current receivables		1,934		3,169
Non-current receivables from McEwen Copper Inc.	$	12,336	$	6,052

As at March 31, 2026, current receivables from McEwen Copper primarily comprised of charges for management, technical, legal, financial, administrative, geological and engineering services incurred by the Company and billed to McEwen Copper.

On February 6, 2026, the Company entered into a loan agreement with McEwen Copper in the amount of $13.6 million due on February 6, 2030. The loan consists of $6.1 million in previously advanced funds and $7.5 million in new advances. The loan bears interest at a rate of 12% per annum, payable monthly. In connection with the loan, McEwen Copper issued 203,280 warrants to the Company, which were measured at a fair value of $3.4 million at issuance and accounted for as a loan origination fee.

For the three months ended March 31, 2026, the Company recognized total interest income of $0.2 million related to this loan, reflecting an effective interest rate of 24%. Interest income consisted of $0.2 million of contractual interest and $36 thousand related to the amortization of the loan origination fee (three months ended March 31, 2025 – $nil).

On the same date, Minera Andes S.A., an Argentinian subsidiary of the Company entered into a loan agreement with Andes Corporation Minera S.A., an Argentinian subsidiary of McEwen Copper, in respect of $2.1 million in previously advanced funds. The loan is due on February 29, 2028, and bears interest at a rate of 12% per annum, payable monthly. For the three months ended March 31, 2026, the Company recognized interest income of $37 thousand, representing contractual interest (three months ended March 31, 2025 – $nil).

As of March 31, 2026, the total carrying value of McEwen Copper term debt was $12.3 million (March 31, 2025 – $nil).

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 owned 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.

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McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

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

● 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 Company’s Level 3 assets include investments in share purchase warrants of McEwen Copper with fair value determined using the Black-Scholes option pricing model and unobservable inputs. Significant unobservable inputs used in Level 3 fair value measurements developed internally by the Company as of March 31, 2026 included the estimated fair value of McEwen Copper shares of $35 per share.

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 March 31, 2026

Level 1

Level 2

Level 3

Total

Assets:

Marketable securities

9,499

803

3,240

13,542


	Fair value as at December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Marketable securities	$	18,766	$	2,348	$	—	$	21,114

The fair value measurement of the Company’s convertible senior unsecured notes is presented in Note 10 Debt and is not included in the table above. The carrying value of the term loan approximates its fair value based on its recent refinancing.

The fair values of other financial assets and liabilities were assumed to approximate their carrying values due to their short-term nature and historically negligible credit losses.

The following table presents the reconciliation for the Company’s assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3):


	Three months ended
	March 31, 2026
Fair value, beginning of period	$	—
Acquisitions		3,380
Total unrealized losses included in earnings:
Other income (expenses)		(140)
Fair value, end of period	$	3,240

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McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

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

NOTE 16 COMMITMENTS AND CONTINGENCIES

Reclamation obligations

As part of its ongoing business and operations, the Company is required to provide bonding for its environmental reclamation obligations. As at March 31, 2026, the Company had surety facilities in place to cover its bonding obligations, which include $35.8 million of bonding in Nevada pertaining primarily to the Tonkin and the Gold Bar properties and $13.6 million (C$18.9 million) of bonding in Canada with respect to the Fox Complex.

The terms of the facilities carry an average annual financing fee of 2.4% and require an average deposit of 7.2%. Surety bonds are available for draw-down by the beneficiary in the event the Company does not fulfil its reclamation obligations. If the specific reclamation requirements are met, the beneficiary of the surety bonds will release the instrument to the issuing entity. The Company believes it is in compliance with all applicable bonding obligations and will be able to satisfy future bonding requirements, through existing or alternative means, as they arise. As at March 31, 2026, the Company recorded $4.4 million in restricted cash in non-current assets as a deposit against the surety facility (December 31, 2025 – $4.2 million).

Flow-through eligible expenses

On December 19, 2025, the Company completed a flow-through share issuance for gross proceeds of $5.1 million. The proceeds of this offering will be used for the continued exploration and development of the Company’s properties in the Timmins region of Canada. The Company expects to fulfill its CEE obligations from this offering by the end of 2026.

On January 22, 2026, and January 28, 2026, the Company completed flow-through share issuances for gross proceeds of $7.3 million and $8.1 million, respectively. The proceeds of this offering will be used for the continued exploration and development of the Company’s properties in the Timmins region of Canada. The Company has fulfilled its obligations related to the January 22, 2026, issuance and expects to meet the remaining CDE obligations by May 31, 2026.

Prepayment agreement

On February 10, 2025, the Company extended the existing precious metals purchase agreement with Auramet International LLC. Key terms of the agreement remained unchanged. Under this agreement, the Company may sell the gold and silver contained in doré bars produced at the Gold Bar Mine Complex, Fox Complex and El Gallo prior to the completion of refining on a Spot Basis, on a Forward Basis, on an In-Process Basis, and Prepayment Basis i.e., the gold is priced and paid for while the gold is:

(i)

at a mine for a maximum of 15 business days prior to delivery; or

(ii)

in transit to a refinery; or

(iii)

while being refined at a refinery.

During the three months ended March 31, 2026, the Company received net proceeds of $34.4 million from the sales on a Supplier Advance Basis (three months ended March 31, 2025 – $27.8 million). During the three months ended March 31, 2026, the Company recorded revenue of $32.6 million related to the gold sales (three months ended March 31, 2025 – $29.8 million) with the remaining $1.8 million representing 400 ounces pledged but not yet delivered to Auramet (March 31, 2025 – $1.5 million representing 500 ounces pledged but not yet delivered) recorded as a contract liability on the Consolidated Balance Sheets.

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McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

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

Other potential contingencies

The Company’s mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment, and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

The Company and its predecessors have transferred their interest in several mining properties to third parties throughout its history. The Company could remain potentially liable for environmental enforcement actions related to its prior ownership of such properties. However, the Company has no reasonable belief that any violation of relevant environmental laws or regulations has occurred regarding these transferred properties.

NOTE 17 INCOME AND MINING TAXES

The Company’s income and mining tax recovery for the three months ended March 31, 2026, and 2025, consisted of the following:


	Three months ended March 31,
	2026		2025
Domestic	$	202	$	887
Foreign		296		951
Current tax expense	$	498	$	1,838

Domestic	$	480	$	—
Foreign		(1,152)		(2,917)
Deferred tax recovery	$	(672)	$	(2,917)
Total income and mining tax recovery	$	(174)	$	(1,079)

The income and mining tax recovery for the three months ended March 31, 2026, and 2025, varies from the amounts that would have resulted from applying the statutory tax rates to pre-tax income or loss due primarily to the impact of taxation in foreign jurisdictions and the non-recognition of deferred tax assets.

For the three months ended March 31, 2026, and 2025, the Company used the annual effective tax rate method to calculate its tax provision. The tax provision also includes discrete adjustments including the amortization of the flow-through shares premium and changes to valuation allowances on various jurisdictions.

NOTE 18 CANADIAN GOLD CORP ACQUISITION

On January 5, 2026, the Company completed the acquisition of Canadian Gold, an exploration and production mine which has 100% interest in the Tartan Lake Gold Mine Project located in the province of Manitoba, Canada. The Company acquired 100% of Canadian Gold’s outstanding equity interests.

The Company accounted for the acquisition of Canadian Gold as an asset acquisition, according to ASC 805 – Business Combinations.

Consideration transferred to acquire Canadian Gold was measured at fair value. Pursuant to the Arrangement Agreement, the Company issued 2,943,766 common shares and 1,529,508 subscription receipts with a fair value of $87.7 million as part of the consideration. The Company’s previously held equity interest was measured at a fair value of $5.1 million and included in consideration.

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McEWEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026

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

The following tables summarize the purchase price and the estimated fair value of assets acquired and liabilities assumed on January 5, 2026:


	Fair value
	January 5, 2026
Purchase price:
Common shares	$	57,698
Subscription receipts (Note 14)		29,978
Previously held equity interest		5,128
	$	92,804


	Fair Value
	January 5, 2026
Purchase price:
Cash and cash equivalents	$	499
Accounts receivable		106
Prepaid and other current assets		20
Property, plant and equipment		39
Mineral property interests		115,136
Accounts payable and accrued liabilities		(539)
Deferred income tax liability		(22,457)
	$	92,804

NOTE 19 GENERAL AND ADMINISTRATIVE EXPENSES

The Company’s general and administrative expenses for the three months ended March 31, 2026, and 2025, consisted of the following:


	Three months ended March 31,
	2026		2025

Professional services	$	5,358	$	1,339
Salaries and benefits		1,229		1,023
Acquisition and financing costs		943		608
Legal fees		287		130
Other		1,647		877
	$	9,464	$	3,977
Less: debt issuance costs in general and administrative		—		(608)
Total general and administrative expenses	$	9,464	$	3,369

NOTE 20 SUBSEQUENT EVENT

Acquisition of Golden Lake Exploration Inc.

Under the terms of the arrangement, each Golden Lake shareholder will receive 0.003876 common shares of the Company for each Golden Lake common share held. Management is currently finalizing its assessment of the accounting treatment of the transaction.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In the following discussion, “McEwen”, the “Company,” “we,” “our,” and “us” refer to McEwen Inc. and, as the context requires, its consolidated subsidiaries.

The discussion also analyzes our results of operations for the three months ended March 31, 2026, and compares those to the results for the three months ended March 31, 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 (“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 months ended March 31, 2026, and 2025 and to our Consolidated Balance Sheets as of March 31, 2026, and December 31, 2025, and certain limitations inherent in such measures, see discussion under “Non-GAAP Financial Performance Measures,” beginning on page 41.

This discussion also includes references to “advanced-stage properties,” which are defined as properties for which advanced studies and reports have been completed indicating the presence of measured, indicated, and inferred resources or proven and probable reserves, or that have obtained or are in the process of obtaining the required permitting. Our designation of certain properties as “advanced-stage properties” should not suggest that we have or ever will have proven or probable reserves at those properties as defined by S-K 1300. This section provides information up to the date of the filing of this report.

Throughout this Management’s Discussion and Analysis (“MDA”), the reporting periods for the three months ended March 31, 2026, and 2025 are abbreviated as Q1/26 and Q1/25, respectively. Disclosed gold equivalent ounces (“GEO”) includes gold and silver ounces calculated based on a gold to silver ratio of 58:1 for Q1/26 and 90:1 for Q1/25, based on the average per ounce price of gold and silver during each period.

In this report, “Au” represents gold; “Ag” represents silver; “oz” represents troy ounce; “t” represents metric tonne; “g/t” represents grams per metric tonne; “ft” represents feet; “m” represents meter; “sq” represents square; and CAD refers to Canadian dollars. All of our financial information is reported in United States (U.S.) dollars unless otherwise noted.

OVERVIEW

The Company was organized under the laws of the State of Colorado on July 24, 1979, and 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.

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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 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.

Index to Management’s Discussion and Analysis:



Operating and Financial Highlights	30
Selected Consolidated Financial and Operating Results	32
Consolidated Operations Review	33
Liquidity and Capital Resources	34
Operations Review	35
United States Segment	35
Gold Bar Mine	35
Exploration Activities	35
Canada Segment	36
Fox Complex	36
Exploration Activities	37
Tartan Mine Project	37
Mexico Segment	37
Advanced-Stage Properties – El Gallo	37
Minera Santa Cruz Segment - Argentina	38
Minera Santa Cruz operating results	38
McEwen Copper Inc.	39
Los Azules Project	39
Non-GAAP Financial Performance Measures	41
Critical Accounting Policies	44
Forward-looking Statements	44
Risk Factors Impacting Forward-looking Statements	46

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Q1/26 OPERATING AND FINANCIAL HIGHLIGHTS

Highlights for Q1/26 are summarized below and discussed further under “Consolidated Performance”:

Corporate Developments

●

On January 5, 2026, the Company completed the acquisition of Canadian Gold through a share-for-share transaction, issuing 2,943,766 common shares to Canadian Gold shareholders, other than the Company’s Chairman and Chief Executive Officer. In respect of his ownership interest, the Chairman and Chief Executive Officer received 1,529,508 subscription receipts, which are convertible into common shares subject to approval by the Company’s shareholders under applicable listing rules. If shareholder approval is not obtained, the subscription receipts will be settled in cash based on the fair value of the underlying shares at the transaction date, representing a potential cash obligation of approximately $30.0 million.

●

On January 22, 2026, the Company issued 350,000 flow-through common shares at approximately $20.90 per share for gross proceeds of $7.3 million. Subsequently, on January 28, 2026, the Company issued an additional 377,000 flow-through common shares at approximately $21.25 per share for gross proceeds of $8.0 million. Proceeds will be used for the development of the Stock project. The Company has fulfilled its obligations related to the January 22, 2026 issuance, and the remaining CDE commitments from the January 28, 2026 financing are expected to be completed by May 31, 2026.

●

On February 5, 2026, MSC paid a dividend of ARS $26.0 billion ($18.0 million) on a 100% basis, or ARS $12.7 billion ($8.8 million) attributable and paid to the Company.

●

On February 6, 2026, McEwen Copper entered into a loan agreement for an amount of up to $240.0 million which may be advanced in one or more tranches upon mutual agreement between McEwen Copper as the borrower, the Company as the agent, and a syndicate of lenders. Approximately $28.5 million of additional funding has been secured under this loan agreement to date, including $13.6 million from the Company. As part of the loan agreement, the Company also received 203,280 transferable warrants to purchase shares of McEwen Copper at $40 per share. The proceeds of the loans are to be used for general corporate purposes, working capital, costs associated with a going public transaction, and to advance the Los Azules Project toward a Final Investment Decision. Annual interest on the loan is 12%. Subsequent to Q1/26, related parties provided McEwen Copper with an additional $4.0 million under the agreement.

Subsequent Events

●

On April 30, 2026, the Company completed the acquisition of 100% of Golden Lake Exploration Inc.’s (“Golden Lake”) outstanding equity interests. Golden Lake is a mineral exploration company which has an option to purchase a 100% interest in the Jewel Ridge and Jewel Ridge West projects, which are located adjacent to the Company’s Windfall and Lookout Mountain properties. Under the terms of the arrangement, each Golden Lake shareholder will receive 0.003876 common shares of the Company for each Golden Lake common share held. Management is currently finalizing its assessment of the accounting treatment of the transaction.

Operational Highlights

●

Q1/26 consolidated production of 30,471 GEOs, including 14,582 attributable GEOs from the San José mine⁽¹⁾, compared to 24,132 GEOs produced in Q1/25 which included 10,924 attributable GEOs from the San José mine⁽¹⁾. We remain on track to deliver 2026 production guidance of 114,000 to 126,000 GEOs.

●

Q1/26 consolidated sales of 31,889 GEOs, including 16,137 attributable GEOs from the San José mine⁽¹⁾. This compares to 23,804 GEOs sold in Q1/25, including 10,769 attributable GEOs from the San José mine⁽¹⁾.

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●

At the Fox Complex, we invested approximately $9.9 million in the Stock project during Q1/26, completing key infrastructure work. The project is on track to reaching pre-commercial production in Q4/26 with development efforts focused on prioritizing Stock East ventilation and haulage ramps. At Froome, we produced 5,784 GEOs during Q1/26, representing a 5% increase compared to 5,520 GEOs in Q1/25, and was a result of 43% and 41% higher mined and processed grades, respectively, compared to Q1/25. The Fox Complex expects to meet its annual production guidance of 16,000 to 19,000 GEOs.

●

At the Gold Bar Mine Complex, we produced 7,884 GEOs during Q1/26, representing a 3% increase compared to 7,688 GEOs in Q1/25. With increased mining rates planned for the remainder of the year, the Gold Bar Mine expects to meet its annual production guidance of 39,000 to 43,000 GEOs.

●

At the San José Mine, Q1/26 production of 14,582 GEOs⁽¹⁾ increased by 33% compared to 10,924 GEOs⁽¹⁾ during Q1/25. MSC’s Q1/26 production increased due to a 6% increase in gold recovery rates and a 3% increase in silver recovery rates. MSC remains on track to meet its annual production guidance of 59,000 to 64,000 GEOs⁽¹⁾.

●

We continued to meet safety expectations at our 100% owned operations. During Q1/26, we did not have any lost-time incidents at the Fox Complex, the Gold Bar Mine Complex, or El Gallo.

Financial Highlights

●

Q1/26 revenues of $74.0 million were recognized from the sale of 15,752 GEOs from our 100% owned operations at an average realized price⁽²⁾ of $4,792 per GEO. This compares to Q1/25 revenues of $35.7 million from the sale of 13,036 GEOs at an average realized price of $2,803 per GEO.

●

We reported gross profit of $31.5 million in Q1/26 compared to $10.1 million in Q1/25. The change was primarily driven by a 21% increase in GEOs sold and a 71% increase in average realized price.

●

Net income for Q1/26 was $33.4 million, or $0.56 per share, compared to a net loss of $6.3 million for Q1/25, or $0.12 per share. The improvement was primarily driven by a $21.4 million increase in gross profit and a $38.4 million increase in income from equity method investments, partially offset by $11.0 million increase in other operating expenses and $8.3 million in other expenses including a $5.2 million loss from marketable securities.

●

Adjusted EBITDA⁽²⁾ for Q1/26 was $44.8 million, or $0.76 per share, compared to Q1/25 adjusted EBITDA of $8.7 million, or $0.16 per share. Adjusted EBITDA excludes the impact of McEwen Copper and Paragon’s results and reflects the earnings of our operating properties, including the San José mine⁽¹⁾.

●

Fox Complex unit costs: Cash costs⁽²⁾and AISC⁽²⁾per GEO sold in Q1/26 were $2,365 and $3,148 respectively. as compared to annual guidance ranges of $2,200 to $2,400 and $2,650 to $2,850, respectively. The Company plans for a decrease in AISC over the remainder of the year as planned mine development costs wind down at Froome.

●

Gold Bar Mine Complex unit costs: Cash costs⁽²⁾and AISC⁽²⁾per GEO sold in Q1/26 were $2,460 and $2,705, respectively, as compared to annual guidance of $2,250 to $2,450 and $2,350 to $2,550, respectively. Our 2026 mine plans include a gradual decrease in strip ratios and an increase in mined ore, resulting in lower total costs and increased production in remaining quarters. As a result, AISC is expected to decrease through the year.

●

San José unit costs: Cash costs⁽²⁾and AISC⁽²⁾per GEO sold in Q1/26 were $2,365 and $2,704, respectively, as compared to full year guidance of $2,000 to $2,200 and $2,300 to $2,500, respectively. Higher unit costs were primarily the result of 38% higher production costs driven by relative strength in the Argentine peso. As higher planned production is achieved through remaining quarters in 2026, we expect San José to decrease its unit costs.

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Exploration Highlights

●

We completed 17,000 feet (5,200 meters) of drilling at our Grey Fox deposit during Q1/26 to support the development of a resource estimate. This estimate will form the basis of ongoing technical studies for a pre-feasibility report, scheduled for release in H1/26. Preliminary technical evaluations, including trade-off analyses and mine design studies, indicate that Grey Fox is a robust and economically resilient asset with an anticipated mine life capable of supporting the growth of the Fox Complex.

●

We incurred $3.1 million in exploration expenses at the Gold Bar Mine Complex during Q1/26, primarily to evaluate the resource potential of Windfall, Lookout Mountain, and the Gold Bar South targets, as well as to advance ongoing drilling at Trinity Ridge. At Windfall, drilling resumed in March, with one reverse circulation drill focused on defining mineralization to advance the target toward a potential resource. Planning was completed for drilling at Lookout Mountain to both expand the resource and convert inferred resources into indicated resources. This drilling program is expected to commence in Q2/26.

●

We incurred $1.0 million in exploration expenses at the Tartan Mine Project during Q1/26. The exploration expense was primarily incurred on drilling aiming to expand the high grade portion of the Main Zone along the western flank and for the preparation of a technical report summary supporting the mineral resource estimate.

(1) At our 49% attributable interest.

(2) This is a Non-GAAP financial performance measure. See “Non-GAAP Financial Performance Measures” beginning on page 41.

SELECTED CONSOLIDATED FINANCIAL AND OPERATING RESULTS

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


	Three months ended March 31,
	2026		2025

	(in thousands, except per share)
Revenue from gold and silver sales ⁽¹⁾	$	74,049	$	35,696
Production costs applicable to sales ⁽¹⁾	$	(35,644)	$	(19,605)
Gross profit ⁽¹⁾	$	31,495	$	10,070
Net income (loss)	$	33,379	$	(6,270)
Net income (loss) per share	$	0.56	$	(0.12)
Adjusted EBITDA⁽²⁾	$	44,819	$	8,709
Adjusted EBITDA per share⁽²⁾	$	0.76	$	0.16
Cash from (used) in operating activities	$	12,103	$	(1,932)
Additions to mineral property interests and plant and equipment	$	16,885	$	14,534

(1)	Excludes results from the San José mine, which is accounted for under the equity method.

(2)	This is a Non-GAAP financial performance measure. See “Non-GAAP Financial Performance Measures” beginning on page 41.



	March 31, 2026		December 31, 2025

	(in thousands, unless otherwise indicated)
Cash and cash equivalents	$	56,535	$	51,015
Current assets	$	109,819	$	107,886
Current liabilities	$	96,667	$	63,809
Long-term debt	$	123,367	$	126,168

McEwen Inc. 10-Q