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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

This section of this Annual Report on Form 10-K generally discusses fiscal 2023 and 2022 items including our results of operations and financial condition, and year-to-year comparisons between 2023 and 2022 with a particular emphasis on 2023. In each case, we discuss factors that we believe have affected our operating results and financial condition and may do so in the future. For a discussion of our financial condition and results of operations for 2022 compared to 2021, please refer to Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 14, 2023.

Regarding properties and projects that are not in production, we provide some details of our plan of operation. This section provides information up to the date of filing this 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: adjusted net income or loss, adjusted net income or loss per share, cash gross profit, cash costs, cash cost per ounce, all-in sustaining costs (“AISC”), all-in sustaining cost per ounce, and average realized price per ounce. These non-GAAP measures are used by management in running the business and we believe they provide useful information that can be used by investors to evaluate our performance and our ability to generate cash flows. These measures do not have standardized definitions and should not be relied upon in isolation or as a substitute for measures prepared in accordance with GAAP. For a reconciliation of these non-GAAP measures to the amounts included in our Consolidated Statements of Operations for the years ended December 31, 2023, and 2022 and to our Balance Sheets as of December 31, 2023, and 2022, and certain limitations inherent in such measures, please see the discussion under “Non-GAAP Financial Performance Measures”, beginning on page 76.

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 mineralized material or proven or 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 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.

The information in this section should be read in conjunction with our consolidated financial statements and the notes thereto included in this Annual Report on Form 10-K.

Throughout this Management’s Discussion and Analysis (“MDA”), the reporting periods for the three months ended on December 31, 2023, and December 31, 2022, are abbreviated as Q4/23 and Q4/22, and the reporting for the years ended December 31, 2023, and 2022 are abbreviated as the full year 2023 and the full year 2022 respectively. All quarterly financial and other interim results are unaudited.

In addition, in this report, gold equivalent ounces (“GEO”) includes gold and silver ounces calculated based on a silver to gold ratio of 84:1 for Q1/23, 83:1 for Q2/23, 82:1 for Q3/23, and 85:1 for Q4/23. Beginning in Q2/19, we adopted a variable silver to gold ratio for reporting that approximates the average price during each fiscal quarter.

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Index to Management’s Discussion and Analysis:

Page

2023 and Q4/23 Operating and Financial Highlights 59

Selected Consolidated Financial and Operating Results 59

Consolidated Performance 62

Consolidated Operations Review 63

Liquidity and Capital Resources 64

Environmental, Social, and Governance 64

Operations Review 66

U.S.A Segment 66

Gold Bar mine operating results 66

Exploration Activities - Nevada 67

2024 Production and Cost Outlook 68

Canada Segment 68

Fox Complex operating results 68

Exploration Activities – Fox Complex 69

2024 Production and Cost Outlook 70

Mexico Segment 70

Advanced-Stage Properties - Fenix Project 70

MSC Segment, Argentina 71

MSC operating results 71

2024 Production and Cost Outlook 71

McEwen Copper Inc 72

Los Azules Project 73

Commitments and Contingencies 75

Non-GAAP Financial Performance Measures 76

Critical Accounting Estimates and Accounting Developments 81

Forward-Looking Statements 83

Risk Factors Impacting Forward-Looking Statements 84

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2023 AND Q4/23 OPERATING AND FINANCIAL HIGHLIGHTS

Highlights for the year and quarter ended December 31, 2023, are summarized below and discussed further under “Consolidated Performance”:

Corporate Developments

Operational Highlights

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Financial Highlights

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Exploration and Mineral Resources and Reserves

(1) At our 49% attributable interest.

SELECTED CONSOLIDATED FINANCIAL AND OPERATING RESULTS

The following tables present selected financial and operating results of our company for the three months ended December 31, 2023, and 2022 and for the years ended December 31, 2023, 2022, and 2021:

Three months ended December 31, Year ended December 31,

(in thousands, except per share)

Net income (loss) per share $ 2.89 $ (0.79) $ 1.16 $ (1.71) $ (1.25)

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Three months ended December 31, Year ended December 31,

(in thousands, except per ounce)

Cash cost per ounce ($/GEO sold):(2)

AISC per ounce ($/GEO sold):(2)

(3) On sales from 100% owned operations only, excluding streaming arrangement.

(4) Average for the quarter or year as presented.

Year ended December 31,

(in thousands, unless otherwise indicated)

CONSOLIDATED PERFORMANCE

For the year ended December 31, 2023, we reported cash gross profit of $47.0 million compared to cash gross profit of $19.2 million for the year ended December 31, 2022. The increase in cash gross profit is attributed to an increase in revenue of $55.8 million at our Fox Complex and Gold Bar mine operations, and partially offset by an increase in production costs of $28.0 million. See “Non-GAAP Financial Performance Measures” for a reconciliation to gross profit (loss), which we consider to be the nearest GAAP measure beginning on page 76.

For the year ended December 31, 2023, we reported a net income of $55.3 million (or $1.16 per share) compared to a net loss of $81.1 million (or $1.71 per share) for the year ended December 31, 2022. This increase was primarily driven by an accounting gain recognized on the deconsolidation of McEwen Copper of $222.2 million.In addition, our revenues increased by $55.8 million, driven by a 14.2% increase in GEOs sold and a higher average realized gold price compared to 2022. Partially offsetting these effects was a $28.0 million increase in our cost of sales, attributed to higher processed mineralized material, a $60.1 million loss recognized on our investment in McEwen Copper resulting from the impact of exploration expenditure, and a $37.8 million deferred income tax expense on our investments in McEwen Copper.

We reported an adjusted net loss of $23.0 million (or $0.48 per share) in 2023 compared to an adjusted net loss of $17.0 million (or $0.36 per share) in 2022. Our adjusted net income excludes the impact of McEwen Copper and MSC’s results on our net income. We believe this metric best represents the results of our 100% owned precious metal operations.

Production from our 100% owned mines of 88,915 GEOs in full year 2023 increased by 24,696 GEOs as compared to 64,219 GEOs produced in full year 2022. At our Fox Complex operations, production increased by 7,739 GEOs in 2023 as compared to 2022 as a result of an increase in processed mineralized material, while at Gold Bar our production increased by 17,059 GEOs as a result of higher average head grades and a significant increase in processed tonnes.

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Our attributable share of the San José mine production was 65,673 GEOs in 2023, which was 5% lower than 69,129 GEOs produced in 2022. This decrease was primarily driven by lower average gold and silver head grades year over year.

CONSOLIDATED OPERATIONS REVIEW

Revenue from gold and silver sales: For the year ended December 31, 2023, revenuefrom 100% owned operations increased to $166.2 million, compared with $110.4 million in 2022. This 51% increase was driven by year-over-year production improvements at both of our 100% owned operations totaling 88,699 GEOs sold as well as an increase in average realized gold prices. Our average realized price in 2023 was $1,927 per GEO, compared with $1,788 per GEO in 2022.

Production costs applicable to sales: For the year ended December 31, 2023, production costs applicable to sales increased to $119.2 million, compared with $91.3 million in 2022. This 31% increase was primarily driven by the increase in GEOs sold.

Advanced project costs: Advanced project costs of $82.6 million in full year 2023 increased by $15.9 million compared to full year 2022. Prior to our deconsolidation, the Company spent $80.0 million at the Los Azules project in Argentina primarily to advance to feasibility. The remaining $6.3 million was related to the further advancement of Fenix Project in Mexico.

Exploration costs: Exploration costs of $20.2 million in full year 2023 increased by $5.2 million compared to full year 2022. Exploration expenditures of $13.6 million were incurred to advance our Stock West project at the Fox Complex. At our Gold Bar mine, we incurred $6.2 million of exploration costs primarily focused on defining the boundaries of our oxide pit limit.

Loss from investment in McEwen Copper: For full year 2023, we recorded a loss of $57.8 million from our investments in McEwen Copper. This loss represents our proportion of McEwen Copper’s net loss, which is driven primarily by exploration expenditure.

Income from investment in MSC: For full year 2023, we recorded an income of $0.1 million from our investments in MSC, compared with $2.8 million income recorded in full year 2022. This decrease was a result of year-over-year declines in silver and gold average head grades, impacting revenue, as well as higher depreciation and depletion. Details of MSC’s operating results are presented in the “Operations Review” section of this MDA and Note 9 to the Consolidated Financial Statements.

Interest and other finance income, net:Net interest and other finance income of $36.9 million in full year 2023 increased by $44.7 million compared to an expense of $7.8 million in full year 2022. This change was driven by an increase in the Company’s average cash balance held in money market funds following the McEwen Copper financing in Q1/23, and together with our investments in equity securities in Argentina, served to mitigate impacts of foreign currency devaluation on our financial statements prior to our deconsolidation of McEwen Copper.

Other expense: Other expenses of $30.0 million in full year 2023 decreased from income of $22.9 million in full year 2022 due to devaluation of cash holdings denominated in ARS against USD. This is discussed further in Note 4 to the Consolidated Financial Statements. As described above, McEwen Copper used money market funds and equity instruments to mitigate the impact of foreign currency devaluation in Argentina.

Gain on deconsolidation of McEwen Copper: In Q4/2023, the Company recognized an accounting gain due to the deconsolidation of McEwen Copper of approximately $222.2 million, which is included in other income on the Statement of Operations. This is discussed further in Note 20 to the Consolidated Financial Statements.

Income and mining tax recovery (expense): For the year ended December 31, 2023, the Company recorded $33.9 million in income tax expense, compared to $5.8 million of income tax expense for the full year 2022, primarily due to the deconsolidation of McEwen Copper and subsequent recognition of deferred income tax liability of $37.8 million, that was

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partially offset by $3.8 million amortization of flow-through share premium. This is discussed further in Note 19 to the Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

Our cash and cash equivalents balance decreased by $16.8 million, from $39.8 million as at December 31, 2022 to $23.0 million as at December 31, 2023. The decrease in cash and cash equivalents for the year ended December 31, 2023, was primarily driven by the derecognition of certain cash balances resulting from the deconsolidation of McEwen Copper. As a result, we reported a net cash outflow of $45.7 million. The cash and cash equivalents balance attributable to McEwen Mining as of December 31, 2022 was $1.7 million; if we had deconsolidated McEwen Copper as of December 31, 2022 we would have reported a net cash inflow of $21.3 million.

Operating cash outflows of $39.6 million during 2023 consisted of the net income of $33.2 million, adjusted for non-cash impacts from: a $222.2 million gain resulting from the deconsolidation of McEwen Copper, $49.0 million in foreign exchange losses on cash and cash equivalents, $30.4 million in depreciation and amortization, $57.8 million in losses from our equity investments, $37.0 million in income tax expense, and $10.7 million in unrealized gains on investments. Changes in non-cash working capital of $17.8 million was primarily driven by a $10.9 million reclass from the short-term portion of environmental liabilities to long-term due to the change in timing of reclamation work at the Fenix Project in Mexico.

Cash used in investing activities increased by $75.7 million from $23.9 million in 2022 to $99.6 million in 2023. Cash used in investing activities consisted primarily of the acquisition of $34.2 million in liquid equity securities purchased through the Bolsa de Comercio de Buenos Aires (“BCBA”) stock exchange in Argentina to mitigate inflation and devaluation exposure, $45.7 million in derecognized cash from the deconsolidation of McEwen Copper, and $26.1 million in capital expenditures primarily in respect of our heap leach expansion at the Gold Bar Mine and capital development at the Fox Complex, partially offset by the $6.0 million cash inflow from secondary sales of our investments in McEwen Copper.

Cash provided by financing activities increased by $106.7 million from $65.5 million in 2022 to $172.2 million in 2023. Of this amount, $185.4 million was provided by private placements of McEwen Copper, and $13.4 million was provided by the issuance of flow-through common shares of the Company. This inflow was partially offset by the repayment of $25.0 million of debt. Further details are provided in Note 11 to the Consolidated Financial Statements.

Working capital as at December 31, 2023 was $22.7 million, and increased by $25.2 million from negative $2.5 million as at December 31, 2022. The change is primarily attributable to the derecognition of liabilities from the deconsolidation of McEwen Copper.

The Company believes that it has sufficient liquidity along with funds generated from ongoing operations to fund anticipated cash requirements for operations, capital expenditures and working capital purposes for the next 12 months.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE

McEwen Mining is committed to upholding the highest corporate governance and sustainability standards, adhering to Environmental, Social and Governance (“ESG”) guidelines, as defined by the Global Reporting Initiative (“GRI”) and other organizations. Our mission is to operate safely and respectfully towards our stakeholders, as we strive for continuous improvement throughout the responsible and sustainable development of our mining projects. Our ESG highlights from 2021 to 2023 include:

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Health and Safety

At our 100% owned Fox Complex and Gold Bar operations:

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

Environment

At our 100% owned Fox Complex and Gold Bar operations:

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

Community Engagement

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

McEwen Copper

At McEwen Copper, we embarked on a strategic initiative to enhance our ESG commitments, reflecting our dedication to sustainable development and responsible mining practices. A cornerstone of this initiative was the establishment of a comprehensive Grievance Mechanism designed to transparently and effectively address and resolve inquiries and

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complaints, thereby fostering a culture of openness and accountability. In a significant move towards environmental sustainability, we invested in the installation of solar panels at our headquarters in San Juan, achieving 100% sustainability in our annual energy balance. This initiative, executed exclusively with local companies, not only underscores our commitment to environmental stewardship but also supports the local economy and promotes community engagement.

Furthermore, our engagement with the Calingasta community, where our project is located, was deepened through the execution of seven targeted investment programs. These programs reached over 3,000 beneficiaries, demonstrating our commitment to contributing positively to the socioeconomic development of our host communities. The completion of the citizen participation process, a requirement for our Environmental Impact Assessment, marked a significant milestone in our efforts to ensure transparency and community involvement in our operations.

Additionally, our ongoing dialogue with the communities of Villa Calingasta, Tamberías, and Barreal through relationship-building talks is a testament to our commitment to building and maintaining strong community relations. These initiatives collectively highlight Los Azules' proactive approach to ESG, emphasizing our commitment to not only meeting but exceeding environmental sustainability standards, fostering social well-being, and upholding the highest governance practices. Our dedication to these principles is integral to our operational philosophy and reflects our resolve to lead by example in the mining industry.

OPERATIONS REVIEW

United States Segment

The United States segment is comprised of the Gold Bar mine and our exploration properties in the State of Nevada.

Gold Bar mine

The following table sets out operating results for the Gold Bar mine for the three months ended December 31, 2023, and 2023 and year ended December 31, 2023, compared to 2022 and 2021:

Three months ended December 31, Year ended December 31,

Operating Results (in thousands, unless otherwise indicated)

Gold ounces:

Silver ounces:

Sold — — 0.7 0.6 —

GEOs:

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2023 compared to 2022

The Gold Bar mine produced 19,797 and 43,678 GEOs in Q4/23 and full year 2023, respectively. This represents a 149% and 64% increase from 7,943 and 26,619 GEOs produced in Q4/22 and full year 2022, respectively. The substantial increase in both quarterly and annual production was the result of the completion and commissioning of the heap leach pad expansion in October 2023, an improvement in ore stacked and placed under leach, and consistent performance from our mine contractor and crushing operation.

Furthermore, issues with carbonaceous gold bearing material experienced in 2022 did not affect our 2023 production, as a revised mine plan completed in Q4/22 identified and excluded such material. Carbonaceous material has been stockpiled separately from waste, and alternative treatment technologies are being reviewed and tested to determine if it is economically viable to recover gold from this material in the future.

Revenue from gold and silver sales was $37.9 million in Q4/23 compared to $13.6 million in Q4/22. The increase in revenue was the result of higher GEOs sold during Q4/23 (19,245 GEOs in Q4/23 compared to 8,000 GEOs in Q4/22) together with a higher average realized gold price ($1,956 per GEO in Q4/23 compared with $1,674 per GEO in Q4/22). Revenue from gold and silver sales was $83.4 million for full year 2023 compared to $47.9 million for full year 2022, with the increase driven by both higher GEO sales (43,034 GEO in 2023 compared to 26,810 GEO in 2022), and higher realized gold prices ( $1,927 per GEO in 2023 compared with $1,788 per GEO in 2022).

Production costs applicable to sales were $25.9 million in Q4/23 compared to $8.7 million in Q4/22. The increase was driven primarily by higher GEOs sold as described above. Production costs applicable to sales were $67.3 million for full year 2023, compared to $43.5 million for full year 2022. The $23.8 million increase in costs year over year was the result of higher sales, offset by lower realized operating costs due to higher mine contractor productivity, and the absence of costs associated with adjustments to the mine plan in 2022 to account for the higher than anticipated carbonaceous material encountered.

Cash cost and AISC per GEO sold were $1,345 and $1,506 in Q4/23, respectively, compared to $1,083 and $1,395 in Q4/22, respectively. The increase in cash costs was driven by higher year-over-year mining costs as a result of lower mining activity in Q4/22 while Gold Bar onboarded our current mining contractor. AISC for the period was higher than Q4/22, largely driven by higher mining costs, partially offset by lower capital expenditures. During Q4/23, capital projects consisted of the completion of the heap leach pad expansion, compared to Q4/22 where capital was spent on determining the extent of carbonaceous material in the Pick Pit.

Cash cost and AISC per GEO sold were $1,565 and $1,891 for full year 2023, respectively, compared to $1,622 and $1,989 for full year 2022, respectively. The year-over-year decrease in AISC per GEO sold was driven by improved mine contractor productivity, which directly increased GEOs sold.

Exploration Activities

During Q4/23 drilling was focused on the Cabin Creek Complex and Pot Canyon target, following up positive near surface exploration work and mapping done in Q4/22. At Cabin Creek, drilling tested open mineralization southwest of Cabin North Pit, and a northeastern trending shear zone in the northern wall of the Cabin South pit. Strong gold mineralization was encountered in these zones and will be an area of focus in 2024. At Pot Canyon drilling was focused on determining geologic structure and targeting a favorable rock unit (Bartine) at depth. Drilling at Pot Canyon yielded some technical success, intersecting elevated levels of gold, however, there is no work planned for 2024.

During 2023, a total of 121 holes were drilled for a total of 68,020 feet at Cabin and Pot Canyon. Additional drilling was completed at Cabin North and South, and at Gold Bar South to further delineate mineralized zones, and increase the confidence in the resource estimate, respectively. De-risking drilling was also conducted on the East Pick area of the Pick Pit, to improve resource definition, and location of gold bearing carbonaceous material within the pit area.

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The work conducted during 2023 at Cabin Creek Complex, Gold Bar South and Pick Pits was positive, with potential to expand the resources, near or in current pits. In 2024, additional drilling will be conducted at Pick and Cabin to expand upon results from the 2023 drilling.

The 2024 exploration program will initially focus on eight targets, four targets within the current Gold Bar Mine Plan of Operations (“MPO”), and the remaining four on claims outside of the current MPO.

2024 Production and Cost Outlook

At Gold Bar in 2024, the first half of the year is expected to deliver higher production relative to the second half, due to a scheduled waste stripping phase in the Pick pit, in preparation for our 2025 mine plan. Throughout 2024, we expect to continue evaluating the optimization of our mining sequence. For full year 2024, we expect to produce between 40,000 to 43,000 GEOs at a cash cost per GEO sold between $1,450 and $1,550 per ounce and an AISC per GEO sold between $1,650 and $1,750 per ounce.

Canada Segment

The Canada segment is comprised of our Fox Complex property, which includes the Froome underground mine; the Grey Fox and Stock West advanced-stage projects; the Stock mill; a number of exploration properties located near the city of Timmins, Ontario, Canada; and the Black Fox mine, currently on care and maintenance.

Fox Complex

The following table sets out operating results for the Fox Complex mines for the three months ended December 31, 2023, and 2022, and the years ended December 31, 2023, 2022, and 2021:

Three months ended December 31, Year ended December 31,

Operating Results (in thousands, unless otherwise indicated)

Gold ounces:

Sold, excluding stream 9.8 7.2 41.3 24.5

Sold, including stream 10.6 7.9 44.8 26.7

Silver ounces:

GEOs:

Sold, excluding stream 10.3 7.2 41.3

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2023 compared to 2022

The Froome mine produced 10,215 and 44,439 GEOs in Q4/23 and full year 2023, respectively, compared to 9,869 and 36,652 GEOs produced in Q4/22 and full year 2022, respectively. GEO production increases were driven by a significant improvement in mill throughput rates and mill availability despite decreasing mined grades.

Mine production in Q4/23 was 1% lower than Q4/22. For full year 2023, mine ore production was 7% lower compared to full year 2022. This was due to geotechnical issues encountered during stope development in Q3/23, which required resequencing of stope development into Q4/23. Geotechnical issues have been resolved, and the stope was mined in Q4/23.

Processing throughput during Q4/23 and full year 2023 was 36% and 32% higher than Q4/22 and full year 2022, respectively. Crusher circuit and mill availability improvements during 2023 resulted in processing rates in excess of 1,250 tonnes per day throughout the year. Low grade stockpiles were also drawn down on to maintain consistent throughput throughout 2023. Average head grades processed in Q4/23 and during full year 2023 were 24% and 12% lower than Q4/22 and the full year 2022, respectively, as a result of lower mined grades from Froome as it nears the end of its mine life, as well as the impact from stockpile management.

Revenue from gold and silver sales was $19.4 million in Q4/23 compared to $14.6 million in Q4/22. The increase was primarily due to a higher average realized gold price per ounce ($1,956/oz gold in Q4/23 compared with $1,674/oz gold in Q4/22). Revenue from gold and silver sales was $81.3 million for full year 2023 compared to $60.8 million for full year 2022, driven by higher ounces sold (44,868 GEOs in 2023 compared to 36,652 GEOs in 2022) and higher realized prices ($1,927/oz in 2023 and $1,788/oz in 2022).

Production costs applicable to sales were $13.3 million and $51.9 million in Q4/23 and full year 2023, respectively, compared to $10.7 million and $36.8 million in Q4/22 and full year 2022, respectively. The year-over-year increase was driven by increased processing costs from the addition of a contract crushing crew to supplement our mill crushing circuit. An improved crushing process has resulted in mill throughput approximately 10% above planned levels for the year.

Cash cost and AISC per GEO sold were $1,253 and $1,467 in Q4/23, respectively, compared to $1,137 and $1,606 in Q4/22, respectively. For full year 2023, cash cost and AISC per GEO sold were $1,157 and $1,351, respectively, compared to $1,020 and $1,465 for full year 2022. The increase in cash costs year-over-year was driven by an increase in contractor crushing costs described above and partially offset by increased gold sales. The improvement in AISC per GEO sold year-over-year was due to lower required sustaining capital expenditures and higher GEO sales.

Exploration Activities

During 2023, we concentrated on resource delineation and exploration expansion at both our Stock and Grey Fox properties. The principle aim of the diamond drilling was to enhance the PEA for Stock West by identifying additional resources in proximity to the proposed ramp to Stock West, as well as potentially expanding the resource at Stock East, the historic Stock mine at depth, and Grey Fox.

During Q4/23, we incurred $1.6 million in exploration expenses at our Stock property. Infill drilling was conducted at Stock East and Stock West; additional drilling focused on deeper targets at both Stock West and the historic Stock mine. A total of 30,623 feet of diamond drilling was completed during the quarter. During full year 2023, we incurred $13.6 million in exploration expenses, completing 223,674 feet of drilling at Stock and 35,360 feet of drilling at Grey Fox. At the Stock property, drilling activities focused on expanding known mineralization to the east of Stock East, infill drilling at Stock West, and deep drilling below the historic Stock mine resource. At Grey Fox, drilling on the Gibson and Whiskey Jack targets to identify new zones of mineralization took place. Shallow drilling was completed to determine the potential of near surface mineralization proximal to the proposed location of the Stock West portal. Additionally, a magnetic drone survey was completed in the area west of the Stock West zone to assist in geological interpretations. A crown pillar study was also conducted at the historic Stock mine, which included a total of 2,966 feet of drilling.

During Q4/23, encouraging results were received for shallow drilling in proximity to the proposed ramp system to Stock West showing intercepts of 6.2 g/t gold over 74.5 feet true width located in the Stock West Portal Zone, and 4.0 g/t gold

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over 48.2 feet true width in the Stock West shallow plunge zone. We are currently assessing the potential for extracting some of these near-term ounces early in the development of the Stock West project.

We also had one diamond drill rig active at Stock East during Q4/23. The goal of this drilling was to upgrade a majority of the inferred mineralization to indicated. Future plans may include potentially accessing this satellite body from the planned Stock West ramp.

2024 Production and Cost Outlook

We expect to begin the development of underground ramp access to the Stock orebodies during Q1/24, which will become the primary source of feed in 2026 following the completion of mining the Froome deposit. The capital expenditure required for the development of the ramp is partially funded by the $8.8 million (C$12.0 million) flow-through financing completed in December 2023. For full year 2024, we expect to produce between 40,000 to 42,000 GEOs at a cash cost per GEO sold between $1,225 and $1,325 per ounce and an AISC per GEO sold between $1,450 and $1,550 per ounce.

Mexico Segment

The Mexico segment includes the El Gallo mine and the related advanced-stage Fenix Project, both located in Sinaloa state.

Advanced-Stage Properties – Fenix Project

We announced on December 31, 2020, the results of a feasibility study for the development of our 100%-owned Fenix Project, which includes existing heap leach material at the El Gallo mine and the El Gallo Silver deposit. Key environmental permits for Phase 1 were received in 2019, including the approval for an in-pit tailings storage facility and process plant construction.

The processing plant is expected to employ proven and conventional mineral processing and precious metal recovery technologies. Phase 1 is projected to have a processing rate of 3,400 tons per day.

Tailings generated during operations will be stored in the depleted Samaniego pit at the El Gallo site. This approach provides increased safety by avoiding the construction of embankment structures, focusing solely on the geochemical stability of the dam, rather than its physical stability.

In supporting the Fenix Project, we purchased a secondhand gold processing plant and associated equipment in September 2022, which includes all of the major components contemplated in Phase 1 of our feasibility study. As of the end of 2023, most of the equipment necessary for the plant has been mobilized to our project site to undergo a comprehensive refurbishment program. This will allow us to maximize the utilization of the acquired equipment, with the mills being the first to be mobilized and refurbished, now ready for installation.

The decision to proceed with the project remains under review.

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MSC Segment, Argentina

The MSC segment is comprised of a 49% interest in the San José mine, located in Santa Cruz, Argentina.

MSC – Operating Results

The following table sets out operating results for the San José mine for the three months ended December 31, 2023, and 2022, and for the years ended December 31, 2023, 2022, and 2021 (on a 100% basis):

Three months ended December 31, Year ended December 31,

Operating Results (in thousands, except otherwise indicated)

San José Mine—100% basis

Average grade mined (g/t)

Average grade processed (g/t)

Average recovery (%):

Gold ounces:

Silver ounces:

GEOs:

Average realized price:

The comparative analysis below compares the operating and financial results of MSC on a 100% basis.

2023 compared to 2022

On a 100% basis, the San José mine produced 39,093 and 134,027 GEOs in Q4/23 and full year 2023, respectively, compared to 39,600 and 141,100 GEOs produced in Q4/22 and full year 2022, respectively. The decrease in GEOs produced was due to a 10% and 27% decrease in gold and silver head grades processed, respectively, and slightly offset by a 14% increase in ore tonnes processed.

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Revenue from gold and silver sales was $77.0 million in Q4/23 compared to $77.9 million in Q4/22. The increase was primarily due to a higher average realized gold price per ounce ($1,941/oz gold in Q4/23 compared with $1,988/oz gold in Q4/22). Revenue from gold and silver sales was $242.5 million for full year 2023 compared to $254.7 million for full year 2022, primarily due to lower GEOs sold and offset by an increase in realized gold prices.

Production costs applicable to sales were $45.8 million and $177.2 million in Q4/23 and full year 2023, respectively, compared to $52.0 million and $182.2 million in Q4/22 and full year 2022, respectively. Increased production costs were driven by higher personnel, processing, and inventory costs. This was primarily due to Argentina’s inflation, combined with an official fixed foreign exchange conversion rate.

Cash cost and AISC per GEO sold were $1,155 and $1,499 in Q4/23, respectively, compared to $1,321 and $1,701 in Q4/22, respectively. For full year 2023, cash cost and AISC per GEO sold were $1,393 and $1,820 respectively, compared to $1,306 and $1,714 for full year 2022. The increase in cash costs and AISC per GEO sold primarily resulted from lower sold ounces as a result of lower mined silver grades.

Investment in MSC

Our 49% attributable share of operations from our investment in MSC in 2023 resulted in a income of $0.1 million, compared to an income of $2.8 million in 2022.

MSC Dividend Distribution (49%)

We received $0.3 million in dividends from MSC for full year 2023 (2022 - $0.3 million).

2024 Production and Cost Outlook

Minera Santa Cruz’s management plans to phase out conventional mining methods during the second half of the year, favoring mechanized or other more productive mining methods. Additionally, MSC has begun initial production from the Odin area, which is an open pit that will be operated by a contractor. Full production from the Odin area is expected to be reached by the second half of 2024.

For full year 2024, we expect to produce between 50,000 to 60,000 attributable GEOs at a cash cost per GEO sold between $1,300 and $1,500 per ounce and an AISC per GEO sold between $1,500 and $1,700 per ounce

McEwen Copper Inc.

We own a 47.7% interest in McEwen Copper, which owns a 100% interest in the Los Azules copper project in San Juan, Argentina, and a 100% interest in the Elder Creek copper exploration project in Nevada, USA.

On February 23, 2023, we closed an ARS 30 billion investment by FCA Argentina S.A., a subsidiary of Stellantis, to acquire shares of McEwen Copper in a two-part transaction. The transaction consisted of a private placement of 2,850,000 common shares of McEwen Copper, and the sale of 1,250,000 common shares indirectly owned by McEwen Mining.

Additionally, on March 15, 2023, we closed a $30 million investment by Nuton to acquire shares of McEwen Copper in a two-part transaction. The transaction consisted of a private placement of 350,000 common shares of McEwen Copper, and the sale of 1,250,000 common shares indirectly owned by McEwen Mining.

On October 11, 2023, we completed additional financings with Stellantis and Nuton. Stellantis invested an additional ARS $42 billion in Argentina to acquire 1,900,000 common shares of McEwen Copper, while Nuton invested an additional $10 million to acquire shares in McEwen Copper in a two-part transaction consisting of a private placement of 152,615 McEwen Copper common shares and the sale of 232,000 common shares owned by McEwen Mining.

Currently, McEwen Mining owns 47.7% of McEwen Copper while Stellantis and Nuton own 19.4% and 14.5%, respectively.

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Los Azules, San Juan, Argentina

The Los Azules project is one of the world’s largest undeveloped open-pit copper porphyry copper deposits and is located in the province of San Juan, Argentina.

McEwen Copper spent $128.7 million dollars in 2023 on the activities below:

Drilling Program

Our 2022-2023 drilling program began in October 2022 and concluded on June 19, 2023, at the onset of winter in San Juan, Argentina. We completed approximately 131,000 feet (39,900 meters) of drilling in over 138 holes, to evaluate geotechnical, hydrological, metallurgical, resource and exploration-related parameters and opportunities. The program also obtained 115 short tons (104 tonnes) of material for metallurgical testing. A primary goal of the program was to complete infill drilling to provide better data density to upgrade confidence in the mineral resource estimate. The Los Azules drill hole database now totals approximately 410,000 feet (126,000 meters).

The 2023-2024 drill season began in October 2023. In Q4/23 over 74,000 feet (22,627 meters) were drilled out of a target total of 157,000 feet (48,000 meters) for the season. As of the end of 2023, a full complement of 20 drill rigs were operating on site to reach this target, with two more rigs added in early 2024. The Los Azules drill hole database now totals approximately 479,000 feet (146,000 meters). We expect to continue drilling until we have sufficient material to support the metallurgical testing required for our feasibility study, amongst other requirements.

Exploration Road

The Los Azules copper project is currently accessible via a 120 km gravel road known as the Exploration Road, which features fourteen river crossings and two mountain passes, each exceeding an elevation of 4,100 m. During the 2022-2023 exploration season, significant upgrades were made to the existing Exploration Road. These enhancements included strategic improvements such as the installation of five water crossings, aimed at accommodating larger vehicle traffic and ensuring safer transit. The incorporation of culverts in these river crossings serves the dual purpose of safeguarding water bodies against hydrocarbon contamination resulting from heightened vehicular activity and ensuring the safety of travelers. Additionally, these enhancements proved invaluable in transporting major equipment and modules necessary for the construction of the winter modular winter camp.

Moving forward, the road will be diligently maintained to facilitate seasonal secondary site access and to support the future routing of a planned high-voltage power line for project development.

Site Water Permit Received

During October 2023, Argentina’s water resource authority (the Departamento de Hidráulica) approved temporary water use permits for road maintenance, irrigation, drilling work and domestic use. These water permits have allowed us to mobilize drill crews, provide living conditions for our exploration camp, and implement dust controls along the roads and drill platforms.

Beginning in November 2023, water and biota monitoring campaigns were initiated in collaboration with water authorities. Subsequently, three inspections were conducted by these authorities, all of which confirmed 100% compliance with their stipulated regulatory requirements.

Technical Studies

In June 2023, McEwen Copper released the results of its updated PEA for the Los Azules Project. The production strategy documented in the IA begins with the processing of mineral resources associated with the oxide and supergene copper mineralization in the near-surface portion of the deposit using heap leaching methods. This approach results in low average C1* costs of $1.07 per lb Cu ($0.88 per lb in the first eight years) and an attractive 3.2 year payback period.

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A nominal copper cathode production capacity of 385 million lbs per year (175 ktpa) is met or exceeded during the first 11 years of mining and was selected as the Base Case, with a smaller Alternative Case presented at 275 million lbs per year (125 ktpa) of copper cathodes. The 2023 IA financial model does not include potential future development phases focused on primary copper mineralization found beneath the supergene copper layer, but some of these opportunities are discussed in the report, including the potential of deploying NutonTM technologies.

Some of the PEA Base Case highlights are:

Confirmatory metallurgical testing and environmental baseline studies are underway. Critical preliminary engineering contracts have been awarded for hydrogeological field investigations and geotechnical studies to support the delivery of a feasibility study.

The feasibility study is currently scheduled for completion by the first quarter of 2025, pending the successful completion of several crucial tasks. These tasks include acquiring an additional seven tonnes of metallurgical sample material for column testing at the laboratories of ASMIN Industrial and SGS in Santiago, Chile, which commenced in January 2024. Geotechnical and condemnation drilling activities are anticipated to be completed by May 2024. Infill drilling, with a primary focus on upgrading the classification of the initial 5-year production plan mineral resource classification to the Measured category, is also planned for this season. Finally, the drilling of four hydrological wells (and their accompanying monitoring wells), is expected to be completed in the first half of 2024.

Post-Initial Assessment Assay Results

All assay results from the 2022-2023 drilling season have now been received and analyzed. These assay results include significant copper values over wide intercepts and demonstrate very good agreement between these new assay results and those predicted by the resource block model used in the 2023 PEA.

Drill highlights include:

Environmental Impact Assessment

The Environmental Impact Assessment (Informe de Impacto Ambiental) was completed and officially submitted to the authorities on April 14, 2023. It is anticipated that the evaluation period will take 12 to 18 months.

The EIA public consultation process occurred between July and September 2023. Following this, public observations for the EIA evaluation process were concluded. The next phase of the EIA evaluation process will focus on technical evaluations, including a presentation to the Technical Evaluation Commission (Comisión Interdisciplinaria de Evaluación Ambiental Minera or CIEAM).

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The first presentation of the EIA to the Technical Evaluation Commission (CIEAM) was developed on November 24, 2023. The company convened a technical exhibition meeting with members of the government's technical commission to discuss the assessment of the environmental impact report on exploitation. The comments raised primarily focused on water management and the preservation of onsite meadows/wetlands. Furthermore, additional works and infrastructure needs were addressed during the meeting. These requirements had been previously identified by the company, and efforts are ongoing to address and overcome them.

Additional meetings with the Technical Evaluation Commission are anticipated to begin in February 2024. During this session, the focus of our presentations will shift towards details about the project's construction activities and eventual operations.

Exploration Camp

As at the end of December 2023, all modules and materials required for our year-round exploration camp have been successfully transported and the majority installed on site. The 156 person camp includes kitchen and dining facilities, operating modules, recreation modules, and living quarters. Installation of medical and administrative modules are in progress and are expected to be completed in Q1 2024.

Calingasta Facility

The construction of the new Calingasta core storage warehouse has commenced as part of the initial phase of our construction and revitalization strategy. In addition to the core storage warehouse, we have outlined plans to build supplementary facilities in Calingasta during this phase, including a third warehouse, residential quarters, cottages, administrative offices, a dining hall, and a vehicle maintenance workshop.

COMMITMENTS AND CONTINGENCIES

As of December 31, 2023, we have the following consolidated contractual obligations:

Payments due by period

(in thousands)

Other plant and equipment —

(1) Amounts presented represent the undiscounted uninflated future payments.

With respect to reclamation cost commitments disclosed above, we have surety bonds outstanding to provide bonding for our obligations in the United States and Canada. These surety bonds are available for draw down in the event we do not perform our reclamation obligations. If the bond is drawn, we would be obligated to reimburse the surety. When the specific reclamation requirements are met, the beneficiary of the surety bonds will cancel and/or return the instrument to the issuing entity. As of December 31, 2023, no additional liability has been recognized for our surety bonds of $42.5 million.

Lease obligations disclosed above include long term leases covering office space, exploration expenditures, option payments and option payments on properties.

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NON-GAAP FINANCIAL PERFORMANCE MEASURES

We have included in this report certain non-GAAP performance measures as detailed below. In the gold mining industry, these are common performance measures but do not have any standardized meaning and are considered non-GAAP measures. We use these measures to evaluate our business on an ongoing basis and believe that, in addition to conventional measures prepared in accordance with GAAP, certain investors use such non-GAAP measures to evaluate our performance and ability to generate cash flow. We also report these measures to provide investors and analysts with useful information about our underlying costs of operations and clarity over our ability to finance operations. Accordingly, they are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. There are limitations associated with the use of such non-GAAP measures. We compensate for these limitations by relying primarily on our US GAAP results and using the non-GAAP measures supplementally.

The non-GAAP measures are presented for our wholly owned mines and our interest in the San José mine. The GAAP information used for the reconciliation to the non-GAAP measures for our minority interest in the San José mine may be found in Item 8. Financial Statements and Supplementary Data, Note 9, Equity Investments. The amounts in the reconciliation tables labeled “49% basis” were derived by applying to each financial statement line item the ownership percentage interest used to arrive at our share of net income or loss during the period when applying the equity method of accounting. We do not control the interest in or operations of MSC and the presentations of assets and liabilities and revenues and expenses of MSC do not represent our legal claim to such items. The amount of cash we receive is based upon specific provisions of the Option and Joint Venture Agreement (“OJVA”) and varies depending on factors including the profitability of the operations.

The presentation of these measures, including the minority interest in the San José, has limitations as an analytical tool. Some of these limitations include:

Adjusted Net Income or Loss and Adjusted Net Income or Loss Per Share

Adjusted net income or loss is a non-GAAP financial measure and does not have any standardized meaning. We use adjusted net income to evaluate our operating performance and ability to generate cash flow from our wholly owned operations in production; we disclose this metric as we believe this measure provides valuable assistance to investors and analysts in evaluating our ability to finance our precious metal operations and capital activities separately from our copper operations. The most directly comparable measure prepared in accordance with GAAP is net loss. Adjusted net income is calculated by adding back McEwen Copper and MSC’s income or loss impacts to our consolidated net income or loss.

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The following tables present a reconciliation of adjusted net income to the most directly comparable GAAP measure, net income:

Three months ended December 31, Year ended December 31,

Adjusted net income (loss) (in thousands) (in thousands)

Adjusted for:

Exploration – McEwen Copper (Note 3) — 71 386 700 1,698

Cash Gross Profit or Loss

Cash gross profit is a non-GAAP financial measure and does not have any standardized meaning. We use cash gross profit to evaluate our operating performance and ability to generate cash flow from mining operations; we disclose cash gross profit or loss as we believe this measure provides valuable assistance to investors and analysts in evaluating our ability to finance our ongoing business and capital activities. The most directly comparable measure prepared in accordance with GAAP is gross profit or loss. Cash gross profit or loss is calculated by adding depletion and depreciation to gross profit or loss.

The following tables present a reconciliation of cash gross profit or loss to the most directly comparable GAAP measure, gross profit or loss:

Year ended December 31, 2023

Gold Bar Fox Complex El Gallo Total (100% owned)

(in thousands)

Year ended December 31, 2022

Gold Bar Fox Complex El Gallo Total (100% owned)

(in thousands)

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Year ended December 31, 2021

Gold Bar Fox Complex El Gallo Total (100% owned)

(in thousands)

Cash Costs and All-In Sustaining Costs

The terms cash costs, cash cost per ounce, all-in sustaining costs (“AISC”), and all-in sustaining cost per ounce used in this report are non-GAAP financial measures. We report these measures to provide additional information regarding operational efficiencies on an individual mine basis, and believe these measures provide investors and analysts with useful information about our underlying costs of operations.

Cash costs consist of mining, processing, on-site general and administrative expenses, community and permitting costs related to current operations, royalty costs, refining and treatment charges (for both doré and concentrate products), sales costs, export taxes and operational stripping costs, but exclude depreciation and amortization (non-cash items). The sum of these costs is divided by the corresponding gold equivalent ounces sold to determine a per ounce amount.

All-in sustaining costs consist of cash costs (as described above), plus accretion of retirement obligations and amortization of the asset retirement costs related to operating sites, environmental rehabilitation costs for mines with no reserves, sustaining exploration and development costs, sustaining capital expenditures and sustaining lease payments. Our all-in sustaining costs exclude the allocation of corporate general and administrative costs. The following is additional information regarding our all-in sustaining costs:

The sum of all-in sustaining costs is divided by the corresponding gold equivalent ounces sold to determine a per ounce amount.

Costs excluded from cash costs and all-in sustaining costs, in addition to depreciation and depletion, are income and mining tax expenses, all corporate financing charges, costs related to business combinations, asset acquisitions and asset disposal, and any items that are deducted for the purpose of normalizing items.

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The following tables reconcile these non-GAAP measures to the most directly comparable GAAP measure, production costs applicable to sales. The El Gallo mine results are excluded from this reconciliation for 2023, 2022 and 2021 as the economics of residual leaching operations are measured by incremental revenue exceeding incremental costs. Residual leaching costs for the year ended December 31, 2023, were $nil million compared to $0.7 million in 2022 and $9.3 million in 2021. As a result, we have ceased using cash cost and all-in sustaining cost per gold equivalent ounce to evaluate the El Gallo mine on an ongoing basis and have therefore ceased disclosure of such metric:

Three months ended December 31, 2023 Year ended December 31, 2023

Gold Bar Fox Complex Total Gold Bar Fox Complex Total

(in thousands, except per ounce) (in thousands, except per ounce)

Three months ended December 31, 2022 Year ended December 31, 2022

Gold Bar Fox Complex Total Gold Bar Fox Complex Total

(in thousands, except per ounce) (in thousands, except per ounce)

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Three months ended December 31, 2021 Year ended December 31, 2021

Gold Bar Fox Complex Total Gold Bar Fox Complex Total

(in thousands, except per ounce) (in thousands, except per ounce)

Three months ended December 31, Year ended December 31,

San José mine cash costs (100% basis) (in thousands, except per ounce)

Average realized prices

The term average realized price per ounce used in this report is also a non-GAAP financial measure. We prepare this measure to evaluate our performance against market (London P.M. Fix). Average realized price is calculated as gross sales of gold and silver, less streaming revenue, divided by the number of net ounces sold in the period, less ounces sold under the streaming agreement.

The following table reconciles this non-GAAP measure to the most directly comparable U.S. GAAP measure, revenue from gold and silver sales. Ounces of gold and silver sold for the San José mine are provided to us by MSC.

Three months ended December 31, Year ended December 31,

Average realized price - 100% owned (in thousands, except per ounce)

Less: gold ounces sold, stream 0.8 0.9 3.5 3.0 2.3

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Three months ended December 31, Year ended December 31,

CRITICAL ACCOUNTING ESTIMATES AND ACCOUNTING DEVELOPMENTS

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in conformity with US GAAP. The preparation of these statements requires that we make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. We base these estimates on historical experience and on assumptions that we consider reasonable under the circumstances; however, reported results could differ from those based on the current estimates under different assumptions or conditions. The summary of our significant accounting policies is detailed in Note 2 of the Consolidated Financial Statements.

We believe that significant areas requiring the use of management estimates and assumptions relate to environmental reclamation and closure obligations; asset useful lives utilized for depletion, depreciation, amortization and accretion calculations; the fair value of equity investments and asset groups used in impairment testing; recoverable gold in leach pad inventory; current and long-term inventory and mine development capitalization costs; the collectability of value added taxes receivable; fair values of assets and liabilities acquired in business combinations; reserves; valuation allowances for deferred tax assets; income and mining tax provisions and reserves for contingencies and litigation. There are other items within our financial statements that require estimation but are not deemed to be critical. However, changes in estimates used in these and other items could have a material impact on our financial statements. In the section below we identify estimates critical to the understanding of our financial condition and results of operations and that require the application of significant management judgment.

Asset Retirement Obligation, Reclamation and Remediation Costs: The Company records the fair value of a liability for an asset retirement obligation (“ARO”) in the period that it is incurred if a reasonable estimate of fair value can be made. The Company prepares estimates of the timing and amounts of expected cash flows when an ARO is incurred, which are updated to reflect changes in facts and circumstances. Estimation of the fair value of AROs requires significant judgment, including amount of cash flows, timing of reclamation, inflation rate and credit risk. Accrued reclamation and closure costs can represent a significant and variable liability on our balance sheet. The Company has estimated its liabilities under appropriate accounting guidance and reviews its liabilities on at least an annual basis. However, the ranges of liability could exceed the liabilities recognized. If substantial damages were awarded, claims were settled, or remediation costs were incurred in excess of our accruals, our financial results or condition could be materially adversely affected.

Mineral Property Interests, Plant and Equipment and Mine Development Costs: The Company amortizes its mineral property interests, plant and equipment, and mine development costs using the most appropriate method, which includes the units-of-production method over the estimated life of the mine or ore body based on recoverable ounces to be mined from proven and probable reserves, or the straight-line method over the useful life. The accounting estimates related to amortization are critical accounting estimates because (1) the determination of reserves involves uncertainties with respect to the ultimate geology of its reserves and the assumptions used in determining the economic feasibility of mining those reserves and (2) changes in estimated proven and probable reserves and asset useful lives can have a material impact on net (loss) income.

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Estimates regarding mine development capitalization costs involve the determination of proven and probable reserves.

Impairment of Long-lived Assets: The Company reviews and evaluates its long-lived assets for impairment 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 fair value.

For asset groups where an impairment loss is determined using the discounted future net cash flows method or discounted future net cash flows method, future cash flows are estimated based on quantities of recoverable mineralized material, expected gold and silver prices (considering current and historical prices, trends and related factors), production levels, operating costs, capital requirements and reclamation costs, all based on life-of-mine plans. The term “recoverable mineralized material” refers to the estimated amount of gold or other commodities that will be obtained after considering losses during processing and treatment. The Company’s estimates of future cash flows are based on numerous assumptions and uncertainties. It is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold, silver and other commodity prices, production levels and costs of capital are each subject to significant risks and uncertainties.

Stockpiles, Material on Leach Pads, In-process Inventory, Precious Metals Inventory and Materials and Supplies: Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, an estimate of the contained metals (based on assay data) and the estimated metallurgical recovery rates. Costs are allocated to stockpiles based on current mining costs incurred including applicable overhead relating to mining operations.

Costs are attributed to the mineralized material on leach pads based on current mining costs incurred up to the point of placing the ore on the pad. Costs are removed from the leach pad inventory based on the average cost per estimated recoverable ounce of gold on the leach pad as the gold is recovered. The estimates of recoverable gold on the leach pads are calculated from the quantities of mineralized material placed on the leach pads (measured tonnes added to the leach pads), the grade of mineralized material placed on the leach pads (based on assay data) and a recovery percentage.

Although the quantities of recoverable gold placed on the leach pads are reconciled by comparing the grades of ore placed on the pads to the quantities of gold recovered (metallurgical balancing), the nature of the leaching process inherently limits the ability to precisely monitor inventory levels. As a result, the metallurgical balancing process is constantly monitored, and the engineering estimates are refined based on actual results over time.

In-process material is measured based on assays of the material from the various stages of processing. Costs are allocated to in-process inventories based on the costs of the material fed into the process attributable to the source material coming from the mines, stockpiles and/or leach pads plus the in-process conversion costs incurred to that point in the process.

Costs are allocated to precious metal inventories based on costs of the respective in-process inventories incurred prior to the refining process plus applicable refining costs.

The assumptions used by the Company to measure metal content during each stage of the inventory conversion process include estimated recovery rates based on laboratory testing and assaying. The Company periodically reviews its estimates compared to actual experience and revises its estimates when appropriate. The ultimate recovery will not be known until leaching operations cease.

Proven and Probable Reserves: Critical estimates are inherent in the process of determining the Company’s reserves. The Company’s reserves are affected largely by our assessment of future metals prices, as well as by engineering and geological estimates of ore grade, accessibility and production cost. The Company’s assessment of reserves occurs at least annually, and periodically utilizes external audits.

Reserve estimates are used in determining appropriate rates of units-of-production depreciation, with net book value of many assets depreciated over remaining estimated reserves. Reserves are also a key component in forecasts, with which the Company compares future cash flows to current asset values to ensure that carrying values are reported appropriately. The Company’s forecasts are also used in determining the level of valuation allowances on the Company’s deferred tax assets. Reserves also play a key role in the valuation of certain assets in the determination of the purchase price allocations

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for acquisitions. Reserves involve many estimates and are not guarantees that the Company will recover the indicated quantities of metals. Changes in the estimates could result in material adjustments to the Company’s reserves and asset values.

Income and Mining Taxes: The Company accounts for income and mining taxes under ASC 740 using the liability method, recognizing certain temporary differences between the financial reporting basis of liabilities and assets and the related tax basis for such liabilities and assets. This method generates either a net deferred income and mining tax liability or asset for the Company, as measured by the statutory tax rates in effect. The Company derives the deferred income and mining tax charge or benefit by recording the change in either the net deferred income and mining tax liability or asset balance for the year. The Company records a valuation allowance against any portion of those deferred income and mining tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all the deferred income and mining tax asset will not be realized.

FORWARD-LOOKING STATEMENTS

This report contains or incorporates by reference “forward-looking statements”, as that term is used in federal securities laws, about our financial condition, results of operations and business. These statements include, among others:

These statements may be made expressly in this document or may be incorporated by reference to other documents that we will file with the SEC. Many of these statements can be found by looking for words such as “believes”, “expects”, “anticipates”, “estimates” or similar expressions used in this report or incorporated by reference in this report.

Forward-looking statements and information are based upon several estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, risks and contingencies, and there can be no assurance that such statements and information will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements and information.

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Included among the forward-looking statements and information that we may provide is production guidance. From time to time the Company provides guidance on operations, based on stand-alone budgets for each operating mine. In developing the mine production portion of the budget, we evaluate several factors and assumptions, which include, but are not limited to:

● gold and silver price forecasts.

● average gold and silver grade mined, using a resource model.

● expected tonnes moved and strip ratios.

● available stockpile material (grades, tonnes, and accessibility).

● estimated mill recovery rates (San José mine and Fox Complex).

● dilution of material processed.

● internal and contractor equipment and labor availability.

● seasonal weather patterns.

Actual production results are sensitive to variances in any of the key factors and assumptions noted above. As a result, we frequently evaluate and reconcile actual results to budgeted results to determine if key assumptions and estimates require modification. Any changes will, in turn, influence production guidance.

We caution you not to put undue reliance on these forward-looking statements, which speak only as of the date of this report. Further, the information contained in this document or incorporated herein by reference is a statement of our present intention and is based on present facts and assumptions, and may change at any time and without notice, based on changes in such facts or assumptions. Readers should not place undue reliance on forward-looking statements.

RISK FACTORS IMPACTING FORWARD-LOOKING STATEMENTS

The important factors that could prevent us from achieving our stated goals and objectives include, but are not limited to, those set forth in the “Risk Factors” section in this report and the following:

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● decisions of foreign countries, banks and courts within those countries;

● operating results of MSC and McEwen Copper;

● timing and amount of mine production;

● our ability to retain and attract key personnel;

● technological changes in the mining industry;

● changes in operating, exploration or overhead costs;

● results of current and future exploration activities;

● changes in our business strategy;

● the uncertainty of reserve estimates and timing of development expenditures;

● litigation or regulatory investigations and procedures affecting us;

● changes in federal, state, provincial and local laws and regulations;

● accidents, public health issues, and labor disputes;

● uncertainty relating to title to mineral properties;

● decisions by third parties over which we have no control.

We undertake no responsibility or obligation to update publicly these forward-looking statements, except as required by law and we may update these statements in the future in written or oral statements. Investors should take note of any future statements made by or on our behalf.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Our exposure to market risks includes, but is not limited to, the following risks: changes in foreign currency exchange rates, equity price risks, commodity price fluctuations, credit risk and inflationary risk. We do not use derivative financial instruments as part of an overall strategy to manage market risk.

Furthermore, our participation in the joint venture with Hochschild for the 49% interest held at MSC creates additional risks because, among other things, we do not exercise decision-making power over the day-to-day activities at MSC; however, implications from our partner’s decisions may result in us having to provide additional funding to MSC or in a decrease in our percentage of ownership.

Foreign Currency Risk

In general, the devaluation of non-U.S. dollar currencies with respect to the U.S. dollar has a positive effect on our costs and liabilities which are incurred outside the U.S. while it has a negative effect on our assets denominated in non-U.S. dollar currency. Although we transact most of our business in U.S. dollars, some expenses, labor, operating supplies and property and equipment are denominated in Canadian dollars, Mexican pesos or Argentine pesos.

Since 2008, the Argentine peso has been steadily devaluing against the U.S. dollar by 10% to 73% on an annual basis. As noted in the graph below, during 2023 the Argentine peso devalued 73% compared to devaluations of 41% and 18% in 2022 and 2021 respectively. During 2023, the Mexican peso appreciated 14% against the US dollar, compared to an appreciation of 12% in 2022 and a devaluation of 3% in 2021.

During 2023, the Canadian dollar appreciated by 1.3% against the U.S. dollar, compared to a devaluation of 6% and 0.4% in 2022 and 2021, respectively.

The following chart illustrates changes in the value of these currencies compared to the U.S. dollar in the twelve months ended December 31, 2023:

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The value of cash and cash equivalents denominated in foreign currencies also fluctuates with changes in currency exchange rates. Appreciation of non-U.S. dollar currencies results in a foreign currency gain on such investments and a depreciation in non-U.S. dollar currencies results in a loss. We have not utilized material market risk-sensitive instruments to manage our exposure to foreign currency exchange rates but may do so in the future. As of December 31, 2023, 95% of our foreign currency holdings was held in Canadian dollars, representing 58% of our total treasury. We held minor positions in Mexican and Argentine Pesos.

Based on our Canadian cash balance of $13.4 million (C$17.8 million) as at December 31, 2023, a 1% change in the Canadian dollar would result in a gain/loss of $0.1 million in the Consolidated Statements of Operations and Comprehensive (Loss) Income. We also hold negligible portions of our cash reserves in Mexican and Argentine pesos, with effect of a 1% change in this currency resulting in gains/losses immaterial for disclosure purposes.

Further, we are also subject to foreign currency risk on the fluctuation of the Mexican peso on our VAT receivable balance. As of December 31, 2023, our VAT receivable balance was MEX$14.9 million, equivalent to approximately $0.9 million, for which a 1% change in the Mexican peso would have resulted in a gain/loss of less than $0.1 million in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

McEwen Copper Inc. holds a large portion of its local cash balance in Argentine pesos and is exposed to the effects of the significant, and at times sudden, devaluation of the currency. McEwen Copper has purchased $33.9 million in equity securities trading on the Bolsa de Comercio de Buenos Aires exchange as Argentinian depositary receipts, known as CEDEARs, and other short term investment instruments to partially offset the impact of devaluation of the Argentine peso. A severe devaluation could result in material foreign exchange losses as reported in U.S. dollars.

MSC holds a portion of its local cash balances in Argentine pesos and is therefore exposed to the effects of this continued devaluation and also the risk that there may be a sudden severe devaluation of the Argentine peso. A severe devaluation could result in material foreign exchange losses as reported in U.S. dollars.

Equity Price Risk

We have in the past sought and will likely in the future seek to acquire additional funding by sale of common stock or other equity securities. Movements in the price of our common stock have been volatile in the past and may also be volatile in the future. As a result, there is a risk that we may not be able to sell equity securities at an acceptable price to meet future funding requirements.

We have invested and may continue to invest in shares of common stock of other entities in the mining sector. Some of our investments may be highly volatile and lack liquidity caused by lower trading volumes. As a result, we are inherently exposed to fluctuations in the fair value of our investments, which may result in gains or losses upon their valuation.

Commodity Price Risk

We produce and sell gold and silver, therefore changes in the market price of gold and silver could significantly affect our results of operations and cash flows in the future. Change in the price of gold and silver could materially affect our revenues. Based on our revenues from gold and silver sales of $166.2 million for the year ended December 31, 2023, with all other variables held constant, a 10% change in the price of gold and silver would have had resulted in an additional income or loss before income and mining taxes of approximately $16.6 million. Changes in the price of gold and silver can also affect the provisionally priced sales that we make under agreements with refiners and other purchasers of our products. As at December 31, 2023, we had no gold or silver sales subject to final pricing. Decreases in the market price of gold or silver can also significantly affect the value of our product inventory, stockpiles and leach pads, and it may be necessary to record a write-down to net realizable value.

We have in the past and may in the future hold a portion of our treasury in gold and silver bullion, where the value is recorded at the lower of cost or market. Gold and silver prices may affect the value of any bullion that we hold in treasury.

We do not hedge any of our sales and are therefore subject to all changes in commodity prices.

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Credit Risk

We may be exposed to credit loss through our precious metals and doré sales agreements with Canadian and American financial institutions and refineries, should these customers be unable to make payment in accordance with the terms of the agreements. However, based on the history and financial condition of our counterparties, we do not anticipate any of the financial institutions or refineries to default on their obligation. As of December 31, 2023, we do not believe we have any significant credit exposure associated with precious metals and our doré sales agreements.

In Mexico, we are exposed to credit loss regarding our VAT taxes receivable if the Mexican tax authorities are unable or unwilling to make payments in accordance with our monthly filings. Timing of collection on VAT receivables is uncertain as VAT refund procedures require a significant amount of information and follow-up. The risk is mitigated to the extent that the VAT receivable balance can be applied against future income taxes payable. However, at this time we are uncertain when, if ever, our Mexican operations will generate sufficient taxable operating profits to offset this receivable against taxes payable. We continue to face risk on the collection of our VAT receivables, which amount to $0.9 million as at December 31, 2023.

In Nevada and Ontario, Canada we are required to provide security to cover our projected reclamation costs. As at December 31, 2023, we have surety bonds of $42.5 million in place to satisfy bonding requirements for this purpose. The bonds have an annual fee of 2.3% of their value and require a deposit of 11% of the amount of the bond. Although we do not believe we have any significant credit exposure associated with these bonds, we are exposed to the risk that the surety bonds may no longer be accepted by the governmental agencies as satisfactory reclamation coverage, in which case we would be required to replace the surety bonding with cash.

Interest rate risk

Our outstanding debt consists of various equipment leases, a revolving gold prepayment facility, and the senior secured credit facility. The leases and senior secured facility are at fixed rates; the prepayment facility is subject to variable rates. Exposure to variable rates is very limited, (less than 30 days) and as the debt is at fixed rates, we consider our interest rate risk exposure to be insignificant at this time.

Inflationary Risk

Argentina has experienced a significant amount of inflation over the last ten years and has now been classified as a highly inflationary economy. ASC 830 defines a hyperinflationary economy as one where the cumulative inflation rate exceeds 100% over the last three years which precede the reporting period. In this scenario, ASC 830 requires companies to change the functional currency of its foreign subsidiaries operating in a highly inflationary economy, to match the company’s reporting currency. In our case, the functional currency of all our Argentine subsidiaries has always been our reporting currency, the U.S. dollar. As such, we do not expect the classification of Argentina’s economy as a highly inflationary economy, to change our financial reporting methodology.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements:

Management’s Report on Internal Control Over Financial Reporting 90

Reports of Independent Registered Public Accounting Firm (PCAOB ID: 1263) 91

Consolidated Balance Sheets as of December 31, 2023, and 2022 96

Notes to Consolidated Financial Statements 99

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Securities Exchange Act of 1934 defines internal control over financial reporting in Rule 13a-15(f) and 15d-15(f) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

All internal control over financial reporting processes and systems, no matter how well designed, have inherent limitations. Therefore, even processes and systems deemed to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based upon its assessment, a material weakness in internal control over financial reporting was identified and management determined that, as a result of the material weakness, the Company’s internal control over financial reporting was not effective as of December 31, 2023. Specifically, as a result of certain non-routine transactions, primarily the timing of the deconsolidation of McEwen Copper Inc., the Company did not have a sufficient complement of human resources. As a result, the design and operation of its internal controls associated with judgments pertaining to aspects of non-routine and other less complex transactions within inventory, mineral properties, and income taxes were not sufficiently precise to ensure that conclusions were adequately analyzed, recorded, and disclosed.

Ernst & Young LLP, an independent registered public accounting firm, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of McEwen Mining Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of McEwen Mining Inc. (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 15, 2024 expressed an adverse opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosureto which it relates.

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Valuation of leach pad inventory at the Gold Bar mine

/s/ Ernst & Young LLP

Chartered Professional Accountants

Licensed Public Accountants

We have served as the Company's auditor since 2016.

Toronto, Canada

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of McEwen Mining Inc.

Opinion on internal control over financial reporting

We have audited McEwen Mining Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”). In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, McEwen Mining Inc. (the “Company”) has not maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

MUX US Equity

MUX · 10-K · period ended 2023-12-31

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MUX US Equity☆

MUX · 10-K · period ended 2023-12-31

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MUX US Equity