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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 2024 and 2023 items including our results of operations and financial condition, and year-to-year comparisons between 2024 and 2023 with a particular emphasis on 2024. 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 2023 compared to 2022, 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, 2023, filed with the SEC on March 15, 2024.

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

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, 2024, and December 31, 2023, are abbreviated as Q4/24 and Q4/23 and the reporting for the years ended December 31, 2024, and 2023 are abbreviated as the full year 2024 and the full year 2023 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 89:1 for Q1/24, 81:1 for Q2/24, 85:1 for Q3/24, and 85:1 for Q4/24. 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

2024 and Q4/24 Operating and Financial Highlights 62

Selected Consolidated Financial and Operating Results 65

Consolidated Performance 66

Consolidated Operations Review 66

Liquidity and Capital Resources 67

Environmental, Social, and Governance 68

Operations Review 69

United States Segment 69

Gold Bar mine operating results 69

Exploration Activities - Nevada 70

Timberline Acquisition 70

2025 Production and Cost Outlook 70

Canada Segment 71

Fox Complex operating results 71

Exploration Activities – Fox Complex 72

2025 Production and Cost Outlook 72

Mexico Segment 72

Advanced-Stage Properties - Fenix Project 72

MSC Segment, Argentina 73

MSC operating results 73

2025 Production and Cost Outlook 74

McEwen Copper Inc. 74

Los Azules Project 74

Commitments and Contingencies 76

Non-GAAP Financial Performance Measures 77

Critical Accounting Estimates and Accounting Developments 81

Forward-Looking Statements 83

Risk Factors Impacting Forward-Looking Statements 85

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2024 AND Q4/24 OPERATING AND FINANCIAL HIGHLIGHTS

Highlights for the year and quarter ended December 31, 2024, are summarized below and discussed further under “Consolidated Performance”:

Corporate Developments

Subsequent Events

Operational Highlights

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Financial Highlights

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Exploration and Mineral Resources and Reserves

(1) At our 49% attributable interest.

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING RESULTS

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

Three months ended December 31, Year ended December 31,

(in thousands, except per share)

Net (loss) profit per share $ (0.16) $ 2.89 $ (0.86) $ 1.16 $ (1.71)

Three months ended December 31, Year ended December 31,

(in thousands, except per ounce)

Cash costs per ounce ($/GEO sold) (2)

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

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

(in thousands, unless otherwise indicated)

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CONSOLIDATED PERFORMANCE

For the year ended December 31, 2024, we reported a net loss of $43.7 million (or $0.86 per share) compared to net income of $55.3 million (or $1.16 per share) for the year ended December 31, 2023. The decrease was primarily due to the recognition of a $222.2 million accounting gain on the deconsolidation of McEwen Copper in 2023.

Adjusted EBITDA for 2024 was $29.2 million (or $0.57 per share), a substantial improvement from the adjusted EBITDA of $7.7 million (or $0.16 per share) in 2023. Our adjusted EBITDA excludes the impact of McEwen Copper’s results and reflects the earnings of our operating properties, including the San José mine. The improvement was driven by a 5% increase in revenue, supported by a 24% rise in realized gold prices year-over-year and a 5% reduction in production costs. This was partially offset by a 16% decrease in GEOs sold primarily due to lower volumes of processed mineralized material.

Production from our 100%-owned mines totaled 75,784 GEOs in 2024, a decrease of 13,131 GEOs compared to 88,915 GEOs in 2023. At our Fox Complex operations, production decreased by 14,288 GEOs largely due to a reduction in processed mineralized material. In contrast, production at Gold Bar increased by 903 GEOs, driven by higher recovery rates from the leach pad.

Our attributable share of the San José mine production was 60,100 GEOs in 2024, which was 8% lower than 65,673 GEOs produced in 2023. 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, 2024, revenue from our 100%-owned operations increased to $174.5 million, up from $166.2 million in 2023, reflecting an increase of 5%. This improvement was primarily driven by a 24% increase in realized gold prices, which increased from $1,927 per GEO in 2023 to $2,390 per GEO in 2024. The positive impact of higher gold prices was partially offset by a 16% decrease in GEOs sold.

Production costs applicable to sales: For the year ended December 31, 2024, production costs applicable to sales decreased to $113.3 million, down from $119.2 million in 2023, reflecting a decrease of 5%. This reduction was primarily driven by the lower number of GEOs produced and sold.

Advanced project costs: Advanced project costs of $7.2 million in full year 2024 decreased by $75.4 million compared to full year 2023. Advanced project costs primarily related to the Fenix Project in 2024 and 2023, and to Los Azules in 2023. Following the deconsolidation of McEwen Copper in Q4/23, the Company’s attributable costs for Los Azules are recognized through the Loss from investment in McEwen Copper line item on our Statement of Operations and are no longer recognized within Advanced Project Costs.

Exploration costs: Explorations costs of $16.5 million in full year 2024 decreased by $3.6 million compared to full year 2023 primarily due to lower exploration targets. Exploration expenditures of $8.1 million were incurred to advance our Grey Fox and Stock drill programs at the Fox Complex. In Nevada, we incurred $8.4 million of exploration costs primarily focused on near-term production targets and mine life extension opportunities at Gold Bar and preliminary exploration activities at the Timberline properties.

Loss from investment in McEwen Copper: For full year 2024, we recorded a loss of $47.0 million from our investments in McEwen Copper, compared with $57.8 million recorded in full year 2023. This loss represents our proportion of McEwen Copper’s net loss, which is driven primarily by exploration expenditure. Details of McEwen Copper’s operating results are presented in the “Operations Review” section of this MDA and Note 9 to the Consolidated Financial Statements.

Income from investment in MSC: For full year 2024, we recorded an income of $9.0 million from our investments in MSC, compared with $0.1 million income recorded in full year 2023. This improvement was a result of year-over-year increase in realized gold and silver prices, favourably impacting revenue, as well as lower 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.

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Interest and other finance expense, net: Net interest and other finance expense of $4.6 million in full year 2024 decreased by $41.5 million compared to an income of $36.9 million in full year 2023. During 2023, interest and other finance income was impacted by the consolidation of McEwen Copper’s financial results, which included income earned from its investments of cash reserves.

Other income: Other income of $2.7 million in full year 2024 improved from an expense of $30.0 million in full year 2023 due to a decrease in foreign exchange losses following the deconsolidation of McEwen Copper, as a sizable portion of its treasury was held in Argentine pesos.

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

Income and mining tax recovery: For the year ended December 31, 2024, the Company recorded an income tax recovery of $3.0 million, compared to an income tax expense of $33.9 million for the full year 2023, primarily due to the amortization of the flow-through share premium. The 2023 income tax expense was significantly impacted by the deconsolidation of McEwen Copper and the subsequent recognition of a $37.8 million deferred income tax liability, which was partially offset by $3.8 million in amortization of the flow-through share premium. Further details are provided in Note 19 to the Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

Our cash, cash equivalents and restricted cash balance decreased by $10.0 million during 2024, from $27.5 million as at December 31, 2023 to $17.5 million as at December 31, 2024.

Cash provided by operating activities of $29.5 million during 2024 reflects the net loss of $43.7 million for the period, adjusted for non-cash impacts, including net losses from equity method investments of $38.0 million, depreciation, amortization, and depletion of $30.9 million, income and mining tax recovery of $7.0 million, stock-based compensation of $3.2 million, a $5.8 million accounting gain resulting from dilution of Company’s ownership in McEwen Copper, and a $12.3 million change in non-cash working capital. Further details are provided in the Consolidated Statements of Cash Flows.

Cash used in investing activities of $58.0 million during 2024 consisted of additions to mineral property interests and plant and equipment of $43.1 million, driven primarily by capital development at the Fox Complex and capitalized pre-stripping at the Gold Bar mine, the investment of an additional $14.0 million in McEwen Copper, and notes receivable acquired of $1.9 million. This was slightly offset by $1.1 million of cash and restricted cash received from the acquisition of Timberline.

Cash provided by financing activities of $19.2 million during 2024 consisted of proceeds from the issuance of flow-through common shares of $20.4 million in June 2024, offset by finance lease payments of $1.2 million.

Working capital as at December 31, 2024 was negative $6.5 million, a $29.2 million decrease from $22.7 million as at December 31, 2023. The decrease in working capital was driven by a decrease in cash and cash equivalents of $9.3 million, a $2.1 million decrease in receivables from McEwen Copper, a $5.8 million increase in accounts payables and accrued liabilities, a $1.9 million increase in reclamation and remediation liabilities, a $3.5 million increase in contract liability, a $3.8 million increase in flow-through share premium, and a $2.9 million increase in tax liabilities.

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

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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 2024 include:

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, as well as 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 integrate ESG principles into our business model, focusing on sustainable development and responsible mining. In 2024, we launched key initiatives such as the citizen participation program in Calingasta, engaging over 3,500 community members about the Los Azules Project’s environmental and social impacts. Our local labor program employed over 100 local workers, while the local suppliers development program expanded our local supplier database by 60%.

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Additionally, the community training program supported 894 individuals with skills development, and educational initiatives continued to prepare students for careers in mining. We also achieved a major milestone with the approval of the EIA, demonstrating our commitment to environmental stewardship and community engagement.

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, 2024, and 2023, and year ended December 31, 2024, compared to 2023 and 2022:

Three months ended December 31, Year ended December 31,

Operating Results (in thousands, unless otherwise indicated)

Gold ounces:

Silver ounces:

GEOs:

2024 compared to 2023

For the full year 2024, the Gold Bar mine produced 44,581 GEOs, a 2% increase from 43,678 GEOs in 2023, driven by a 4% improvement in recovery rates. In Q4/24, production declined to 6,927 GEOs, a 65% decrease from 19,797 GEOs in Q4/23. This planned reduction was driven by a 54% decrease in processed mineralized material following the completion of the mining plan at Gold Bar South, as well as the commencement of the high-stripping phase at the Pick deposit.

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

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Production cost applicable to sales for full year 2024 totaled $63.5 million, down from $67.3 million in 2023, primarily due to a 18% reduction in mining costs driven by a 21% decrease in ore tonnes mined, partially offset by a 4% increase in mining contractor rates. In Q4/24, production costs applicable to sales declined to $14.0 million from $25.9 million in Q4/23. This decrease was primarily due to the engagement of our mining contractor in pre-stripping activities, which resulted in capitalizing an additional $7.4 million, as well as a 64% reduction in ore tonnes mined and a 54% decrease in ore tonnes processed.

Cash cost and AISC per GEO sold were $1,425 and $1,677 for full year 2024, respectively, compared to $1,565 and $1,891 for full year 2023. The improvement was driven by lower production costs, as discussed above, and a $2.3 million reduction in sustaining capital expenditures, primarily attributed to the completion of the leach pad expansion project in 2023. In Q4/24, cash cost and AISC per GEO sold were $2,136 and $2,773, respectively, compared to $1,345 and $1,506 in Q4/23. The increase in cash costs and AISC per GEO was primarily driven by lower GEOs sold, as noted above.

Exploration Activities

Drilling Q4/24 consisted of work along the Wall Fault and Pot Canyon, following up on drill intersections in last year’s drilling. At North Pot, long intersections of low-grade mineralization were found along the Roberts Mountains Thrust, a regional fault zone. A detailed geophysical survey, consisting of drone-magnetics, was completed on the east side of the project, from Gold Bar South to the Taurus project.

During 2024, 74,300 feet (22,600 meters) of drilling was completed in 12 core holes and 122 reverse circulation holes. Most of this drilling was conducted in three development areas: Gold Bar South, Hunter, and Cabin Creek. This work resulted in the expansion of known mineralization in these areas, which is being evaluated for possible mining in 2025.

During 2025, exploration drilling will test extensions of known mineralization at Gold Bar South, Cabin, and Saddle. Outside of these areas, exploration work is planned outside the mine areas where favorable geochemistry, geology, and geophysics suggest the potential for exploration targets.

Timberline Acquisition

During August 2024, we closed the acquisition of Timberline Resources Corporation, which holds several exploration projects in Nevada, USA, two of which are located near current operations at the Gold Bar mine and have medium-term development potential. In late October, we began drilling at the Windfall target in the Eureka Project, which is an area with historical mining production on patented land, potentially allowing for accelerated mine permitting.

2025 Production and Cost Outlook

During 2025, we expect to commence production from the Pick pit following completion of the pre-stripping phase in the first half of the year, with steady production throughout the year. For full year 2025, we expect to produce between 40,000 to 45,000 GEOs at a cash cost per GEO sold between $1,500 and $1,700 per ounce and an AISC per GEO sold between $1,700 and $1,900 per ounce.

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Canada Segment

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

Fox Complex

The following table sets out operating results for the Fox Complex mines for the three months ended December 31, 2024, and 2023, and the years ended December 31, 2024, 2023, and 2022:

Three months ended December 31, Year ended December 31,

Operating Results (in thousands, unless otherwise indicated)

Gold ounces:

Silver ounces:

GEOs:

Sold, excluding stream 5.9 10.3 27.7 41.3 —

2024 compared to 2023

The Fox Complex mine produced 6,514 and 30,151 GEOs in Q4/24 and full year 2024, respectively, compared to 10,215 and 44,439 GEOs produced in Q4/23 and full year 2023, respectively. The decrease in GEO production was primarily due to a 29% reduction in mined mineralized material, driven by a stope failure in Q2/24 that limited stope availability for the remainder of 2024, along with workforce constraints that delayed the development of available stopes. Although we engaged a mining contractor in May 2024 to address workforce constraints, some of the stopes initially scheduled for mining in 2024 have been deferred to 2025.

Revenue from gold and silver sales was $67.8 million for full year 2024, compared to $81.3 million for full year 2023. This decrease was primarily driven by a 32% reduction in GEOs sold, partially offset by a 16% increase in the average realized gold price. In Q4/24, revenue from gold and silver sales was $16.3 million, a decrease from $19.4 million in Q4/23. The reduction was primarily due to a 38% decline in GEOs sold, offset by a 26% higher average realized gold prices. Realized gold prices at the Fox Complex are impacted by historic streaming arrangements, which require the sale of a portion of gold produced from the Froome and Black Fox mines at $601 per ounce for 2024.

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Production costs applicable to sales were $12.4 million and $49.8 million in Q4/24 and full year 2024, respectively, compared to $13.3 million and $51.9 million in Q4/23 and full year 2023, respectively. Despite the significant decrease in production discussed above, production costs remained comparable to the same periods in 2023, primarily due to the relatively fixed workforce and site maintenance costs, as well as a 30% premium paid for a contract mining crew.

Cash cost and AISC per GEO sold were $1,642 and $1,980 for full year 2024, respectively, compared to $1,157 and $1,351 for full year 2023. In Q4/24, cash cost and AISC per GEO sold were $1,874 and $2,240, respectively, compared to $1,253 and $1,467 in Q4/23. The increase was primarily attributed to a reduction in GEOs sold, along with consistent production costs, as outlined above, as well as higher capitalized underground development resulting from ongoing work at the Froome and Black Fox deposits.

Exploration Activities

During Q4 2024, $1.0 million was incurred, primarily for exploration diamond drilling at our Grey Fox property. This included 15,100 feet (4,600 meters) of drilling, focused mainly on the Gibson and Whiskey Jack zones. Line cutting has been completed in preparation for the upcoming geophysical survey at Grey Fox, which is scheduled to begin in early Q1/25. The survey aims to identify mineralization similar to our Black Fox deposit, both adjacent to and beneath the Grey Fox deposit.

2025 Production and Cost Outlook

We expect to continue the development of underground ramp access from the portal to the Stock orebodies during 2025, which will become the primary source of feed in 2026 following the completion of mining the Froome and Black Fox deposits. The capital expenditures for the portal and ramp development are fully funded by the $60.0 million allocated from the convertible notes financing secured in February 2025 and $11.3 million (C$16.4 million) flow-through financing completed in June 2024. For full year 2025, we expect to produce between 30,000 to 35,000 GEOs at a cash cost per GEO sold between $1,600 and $1,800 per ounce and an AISC per GEO sold between $1,700 and $1,900 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

On December 31, 2020, we announced 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. We are currently awaiting the renewal of key mining permits prior to a construction decision.

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 are expected to 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.

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, 2024, and 2023, and for the years ended December 31, 2024, 2023, and 2022 (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.

2024 compared to 2023

On a 100% basis, the San José mine produced 122,653 GEOs for full year 2024, compared to 134,027 GEOs for full year 2023. In Q4/24, production was 38,389 GEOs, compared to 39,093 GEOs in Q4/23. The year-over-year decrease in production was primarily due to a 10% reduction in gold and a 6% decline in silver head grades processed, partially offset by a 1% increase in ore tonnes processed compared to 2023. The construction and installation of a new vertical mill, completed in mid-December 2024, expanded plant capacity from 1,720 to 2,000 tonnes per day.

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Revenue from gold and silver sales was $310.4 million, compared to $242.5 million for full year 2023. This increase was primarily driven by 27% and 38%% higher realized gold and silver prices, respectively, partially offset by a 3% decrease in GEOs sold. In Q4/24, revenue from gold and silver sales was $99.8 million, compared to $77.0 million in Q4/23. The increase in Q4/24 was primarily driven by 38% higher average realized prices for both gold and silver.

Production costs applicable to sales were $60.9 million and $215.1 million in Q4/24 and full year 2024, respectively, compared to $45.8 million and $177.2 million in Q4/23 and full year 2023, respectively. Cost increases during the year were largely attributable to high inflation in the Argentine market, which outpaced the government controlled depreciation of the peso against the U.S. dollar. This resulted in higher real costs for expenses denominated in local currency. Despite management’s efforts to negotiate with key vendors and worker unions to align pricing with currency adjustments, the inflationary environment drove an overall rise in costs.

Cash cost and AISC per GEO sold were $1,742 and $2,139, respectively, compared to $1,393 and $1,815 for full year 2023. In Q4/24, cash cost and AISC per GEO sold were $1,635 and $2,038, respectively, compared to $1,155 and $1,497 in Q4/23. The increase in both cash costs and AISC on a year-over-year basis was primarily due to 18% higher production costs and 11% lower GEOs sold during 2024, as noted above.

Investment in MSC

Our 49% attributable share of operations from our investment in MSC in 2024 resulted in an income of $9.0 million, compared to an income of $0.1 million in 2023. Despite higher than planned unit costs arising from negative macroeconomic factors, the metal price environment has allowed the operation to strengthen its liquidity, improving its working capital balance to $202.6 million as at December 31, 2024, while also investing $10.5 million in exploration expenditures and $8.7 million in mill expansion costs during 2024. The construction of the new mill was completed by mid-December 2024. Following the completion, the daily throughput of processing material has increased, surpassing 2,000 tonnes per day.

MSC Dividend Distribution (49%)

Wereceived $0.4 million in dividends from MSC for full year 2024 (2023 - $0.3 million).

2025 Production and Cost Outlook

For full year 2025, we expect to produce between 50,000 to 60,000 attributable GEOs at a cash cost per GEO sold between $1,600 and $1,800 per ounce and an AISC per GEO sold between $1,900 and $2,100 per ounce.

McEwen Copper Inc.

Asof December 31, 2024, we own a 46.4% interest in McEwen Copper, which owns a 100% interest in the Los Azules copper project in San Juan, Argentina, and the Elder Creek exploration project in Nevada, USA. Including amounts spent by Minera Andes Inc. prior to 2012, and directly by McEwen Mining prior to 2021, we have invested over $380 million in exploration expenditures to develop Los Azules as a world-class copper deposit.

Los Azules, San Juan, Argentina

The Los Azules project is one of the world’s largest undeveloped copper deposits and is located in the Province of San Juan, Argentina.

Following the successful conclusion of the 2023-2024 drilling program, which provided sufficient data for the planned study, McEwen Copper finalized the resource model supporting the feasibility study efforts. The team is now focused on finalizing the full feasibility study, which is expected to be published in the first half of 2025.

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During 2024, McEwen Copper spent $114.5 million in exploration expenditures at the Los Azules copper project in Argentina. These funds primarily supported key activities required to complete our planned feasibility study, including an extensive drilling program completed in June 2024, as well as the development of geological and hydrological models.

Drilling Program

During the 2023-2024 drilling campaign, McEwen Copper successfully completed approximately 230,800 feet (70,400 meters) of drilling. The 2024-2025 campaign began on November 5, 2024, and as December 31, 2024, the Los Azules team has completed 19,980 feet (6,089 meters) of drilling. The objectives of the 2024-2025 campaign include conducting hydrogeological tests to evaluate and model site water resources, assessing and condemning areas, and finalizing geotechnical evaluations. The Los Azules drill hole database now totals approximately 649,200 feet (197,900 meters).

2023-2024 Assay Results

At Los Azules, infill drilling has upgraded resource classifications, validated the geological model, and confirmed the high-grade zone. During the 2023-24 drilling season, over 229,659 feet (70,000 meters) were completed, enhancing the interpretation of the geological model and extending mineralization of the supergene enrichment zone both at its edges and at depth. Drill highlights include:

•217 m of 1.11 % Cu, including 100 m of 1.32 % Cu (Hole AZ24375)

•158 m of 0.84 % Cu, including 78.5 m of 1.10 % Cu (Hole AZ24335)

•276 m of 0.86 % Cu, including 160 m of 0.96 % Cu (Hole AZ24403)

•146 m of 0.89 % Cu, within the enriched zone (Hole AZ24320)

•119.6 m of 0.72 % Cu, within the enriched zone (Hole AZ24332)

•257 m of 0.76% Cu, within the enriched zone (Hole AZ23205MET)

•446 m of 0.63% Cu, including 76 m of 0.92% Cu (Hole AZ23228MET)

•250 m of 0.68% Cu, in the Enriched zone, including 192 m of 0.83% Cu (Hole AZ23230MET)

•349 m of 0.77% Cu, including 232 m of 0.86% Cu in the Enriched zone (Hole AZ23292)

•383 m of 0.54% Cu, including 74 m of 0.86% Cu in the Enriched zone (Hole AZ23277).

The 2023-2024 drill campaign successfully met its objectives by infilling existing drill hole data to facilitate the conversion of resources to Measured or Indicated Mineral Resources for inclusion in the Los Azules Feasibility Study. Additionally, the campaign included geotechnical, metallurgical, hydrogeological, and condemnation drilling. Further details on our assay results were included in our press releases dated February 26, 2024, May 16, 2024, and August 8, 2024.

Improved Copper Recovery

The Phase 1 copper heap leaching metallurgical tests conducted at SGS Chile Limitada in Santiago, Chile demonstrated an average copper recovery of 76.0% using conventional bio-heap leaching technology. This marks a notable increase of 3.2% compared to the recovery rate utilized in the 2023 PEA, representing a potential after tax Net Present Value (8%) increase of approximately $262 million. Further details are included in our press release dated February 22, 2024.

Environmental Impact Assessment

On December 3, 2024, San Juan Provincial Government's Ministry of Mines announced the approval of the Environmental Impact Assessment (“EIA”) for its Los Azules copper project. The Environmental Impact Statement (“EIS”), which is the ministerial resolution approving the EIA, is a key permitting milestone on the way to feasibility, construction and future operation.

Feasibility Study and Construction

With the EIA approval in place, Los Azules is advancing towards publishing a definitive feasibility study, with the potential start of construction as early as 2026, further strengthening McEwen Copper's position on the forefront of sustainable mining and as an important driver of economic and social development in San Juan.

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Energy Supply Contract

McEwen Copper has reached an agreement with YPF Luz to power its Los Azules copper project in San Juan, Argentina, with renewable energy. The companies signed a Memorandum of Understanding to negotiate the energy supply, which will come from YPF Luz’s renewable assets connected to the Argentine Interconnection System. YPF Luz will also develop, construct, and finance a high-voltage transmission line to connect the project to the grid, ensuring a sustainable energy supply for the copper project.

Regime of Incentives for Investments (“RIGI”)

The Regime of Incentives for Investment aims to attract domestic and foreign investment to a number of sectors in Argentina, including mining, enhancing resource exploration and production while creating job opportunities and increasing energy security. On February 11, 2025, McEwen Copper, through its wholly owned subsidiary, Andes Corporación Minera S.A., submitted an application for the admission of the Los Azules copper project into the RIGI. If approved, the Los Azules project would become eligible for a range of fiscal and regulatory benefits, including a reduction in the corporate income tax rate from 35% to 25%, exemption from sales tax payments during the construction phase, elimination of export duties, and relief from the requirement to repatriate export proceeds. Additionally, the project would benefit from a 30-year stability guarantee and access to international arbitration for dispute resolution.

The fiscal and financial tax benefits associated with the RIGI are expected to lead to a significant enhancement of the overall economics of the Los Azules project, positively impacting both its net present value and internal rate of return.

Los Azules Exploration Results

Recent exploration results suggest that Los Azules has the potential to expand to the north and south of the current 2023 PEA pit outline. Notably, the drill results align with a significant deep geophysical anomaly.

Drill highlights from Los Azules include:

•1,052 m of 0.29 % Cu, including 480 m of 0.42 % Cu (Hole AZ22174)

•202 m of 0.20 % Cu, including 12.0 m of 0.44 % Cu (Hole AZ23241)

•70 m of 0.31 % Cu (Hole AZ24338)

Additionally, 1.86 miles east of the current Los Azules 2023 PEA pit outline, the company has identified a new Porphyry Copper System named Tango. Tango exhibits the five key elements characteristic of a large porphyry system: multiple intrusives, porphyry copper alteration, porphyry copper veining, porphyry geochemical signatures, and a distinct geophysical signature. This season, one drill hole was completed, which intercepted 106 meters at 0.11% Cu.

COMMITMENTS AND CONTINGENCIES

As of December 31, 2024, we have the following consolidated contractual obligations:

Payments due by period

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

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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, 2024, no additional liability has been recognized for our surety bonds of $44.8 million.

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

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 our 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:

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.

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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 disposals, impairment charges and any items that are deducted for the purpose of normalizing items.

The following tables reconcile these non-GAAP measures to the most directly comparable GAAP measure, production costs applicable to sales:

Three months ended December 31, 2024 Year ended December 31, 2024

Gold Bar Fox Complex Total Gold Bar Fox Complex Total

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

In‐mine exploration 149 — 149 796 — 796

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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)

Three months ended December 31, Year ended December 31,

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

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Adjusted EBITDA and adjusted EBITDA per share

Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) is a non-GAAP financial measure and does not have any standardized meaning. We use adjusted EBITDA 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 exploration operations. The most directly comparable measure prepared in accordance with GAAP is net loss before income and mining taxes. Adjusted EBITDA is calculated by adding back McEwen Copper's income or loss impacts on our consolidated income or loss before income and mining taxes.

The following tables present a reconciliation of adjusted EBITDA:

Three months ended December 31, Year ended December 31,

(in thousands) (in thousands)

Less:

Advanced Projects – McEwen Copper Inc. — — — 76,345 61,148

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). The average realized price for our 100% owned properties 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 the average realized prices 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 0.7 0.8 2.6 3.5 3.0

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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 sales 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 the 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 the 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 the 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.

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Reserve estimates are used in determining appropriate rates of unit-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 for acquisitions. Reserves involve many estimates and there are no 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 assets will not be realized.

Recent Accounting Pronouncements: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). Amended guidance requires the disclosure of disaggregated information about tax rates and payments. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact on reporting requirements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). Amended guidance requires more detailed disclosures about the nature of expenses included in the Consolidated Statements of Operations and Comprehensive Income (Loss). The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact on reporting requirements.

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.

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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.

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.

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RISK FACTORS IMPACTING FORWARD-LOOKING STATEMENTS

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 our report on Form 10-K for the year ended December 31, 2024, and other reports filed with the SEC, and the following:

● 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.

Further, our participation in the joint venture with Hochschild for the 49.0% interest held at MSC and our 46.4% ownership in McEwen Copper as of December 31, 2024, each creates additional risks because, among other things, we do not exercise decision-making power over the day-to-day activities at MSC or McEwen Copper; however, implications from our partner’s decisions may result in us having to provide additional funding to MSC or McEwen Copper, or result in a further 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, and Argentine pesos. In respect of McEwen Copper and MSC, the Argentine peso is used to conduct a significant portion of their business.

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 2024 the Argentine peso devalued 37% compared to devaluations of 73% and 41% in 2023 and 2022 respectively.

During 2024, the Mexican peso depreciated 15% against the US dollar, compared to an appreciation of 14% and 12% in 2023 and 2022, respectively.

During 2024, the Canadian dollar depreciated by 5.6% against the U.S. dollar, compared to an appreciation of 1.3% in 2023 and a depreciation of 6% in 2022.

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The following chart illustrates changes in the value of these currencies compared to the U.S. dollar in the twelve months ended December 31, 2024:

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, 2024, 54% of our foreign currency holdings was held in Canadian dollars, representing 3.3% of our total treasury. We held minor positions in Mexican and Argentine Pesos.

Based on our Canadian cash balance of $0.5 million (C$0.7 million) as at December 31, 2024, a 1% fluctuation in the Canadian dollar would result in a gain/loss of less than $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, 2024, our VAT receivable balance was MEX$14.8 million, equivalent to approximately $0.7 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.

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.

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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 $174.5 million for the year ended December 31, 2024, 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 $17.5 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, 2024, 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.

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, 2024, 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 $0.7 million as at December 31, 2024.

In Nevada and Ontario, Canada we are required to provide security to cover our projected reclamation costs. As at December 31, 2024, we have surety bonds of $44.8 million in place to satisfy bonding requirements for this purpose. The bonds have an annual fee of 2.4% of their value and require a deposit of 7.2% 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.

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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 91

Reports of Independent Registered Public Accounting Firm (PCAOB ID: 1263) 92

Consolidated Balance Sheets as of December 31, 2024, and 2023 97

Notes to Consolidated Financial Statements 100

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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, 2024. 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, 2024. Specifically, the Company did not have a sufficient complement of human resources, resulting in deficiencies in the design and operation of its internal controls over income taxes, which 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, 2024 and has issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting. Ernst & Young LLP’s report appears on Page 92 of this Annual Report on Form 10-K.

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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, 2024 and 2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 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) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, 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 14, 2025 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 disclosures to which it relates.

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Valuation of Material on Leach Pad

/s/ Ernst & Young LLP

Chartered Professional Accountants

Licensed Public Accountants

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

Toronto, Canada

March 14, 2025

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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, 2024, 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, 2024, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. The Company did not have a sufficient complement of human resources, resulting in deficiencies in the design and operation of its internal controls over income taxes, which were not sufficiently precise to ensure that conclusions were adequately analyzed, recorded, and disclosed.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, 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, 2024, and the related notes. This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated March 14, 2025, which expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

March 14, 2025

MUX US Equity

MUX · 10-K · period ended 2024-12-31

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 2024-12-31

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