McEwen Mining Announces AGM Voting Results and Reverse Split
July 12 2022 - 1:33PM
McEwen Mining Inc. (NYSE: MUX) (TSX: MUX) ("MUX"
or the "Company”) announces that it is proceeding with a 1-for-10
reverse split of the common shares of the Company ("the Reverse
Split") with an effective date on or about July 26th, 2022.
Notice has been provided to the New York Stock Exchange ("NYSE"),
and MUX's common shares are expected to begin trading on the NYSE
and the Toronto Stock Exchange ("TSX"), on a consolidated basis, on
or about July 26th, 2022.
At the MUX Annual
Meeting of Shareholders, held on July 7th, 2022, the Company's
shareholders approved the proposal to grant the Board of Directors
the discretion to amend the articles of incorporation to effect a
reverse split of the outstanding common stock on a ratio of not
less than 1-for-5 and not more than 1-for-10. Additionally, the
shareholders approved the proposal to amend the articles of
incorporation to reduce the number of common stock authorized to be
issued from 675 million shares to 200 million shares.
Following the Reverse Split, the number of
outstanding common shares of the Company will be reduced from
approximately 474 million outstanding common shares to
approximately 47 million outstanding common shares. MUX's common
shares will continue to trade on the NYSE and the TSX under the
existing ticker symbols. Following the Reverse Split, the new CUSIP
number for the Company's common shares will be 58039P305, and the
new ISIN for the Company's common shares will be US58039P3055.
MUX's transfer agent,
Computershare Investor Services ("Computershare"), will act as the
exchange agent for the Reverse Split. On the effective date of the
Reverse Split, Computershare will send instructions (a “Letter of
Transmittal”) to shareholders who hold stock certificates regarding
the exchange of old certificates for new certificates.
Shareholders who hold their shares in brokerage accounts or "street
name" are not required to take any action to effect the exchange of
their shares. No fractional common shares will be issued in
connection with the Reverse Split; any fractional shares will be
canceled.
Election of
New Director
Mr. Ian Ball had been
newly elected to the Company's Board of Directors. Ian has spent
the majority of his professional career in the mining and natural
resource sector. In executive roles he has been involved in
companies focused on gold and silver exploration and development in
North and South America as well as royalty businesses. He most
recently served as the President and CEO of Abitibi
Royalties, Inc., a Toronto-listed gold royalty company. He
joined Abitibi in 2014 and served as an officer and director until
2021, when the company was acquired for $250 million. Prior to his
tenure at Abitibi, Ian served as McEwen Mining's President.
AGM Voting
Results
At the annual meeting
of shareholders held on July 7th, 2022, MUX shareowners
voted to:
- Elect as
directors: Robert McEwen, Allen Ambrose, Ian
Ball, Richard Brissenden, Robin Dunbar, Dr. Donald
Quick, Dr. Merri Sanchez, and William Shaver.
- Ratify
the appointment of Ernst & Young LLP as the Company's
independent registered public accounting firm for the year
ending December 31, 2022.
- Approve
the named executive officer compensation (on an advisory basis),
and set the frequency with which shareholders are entitled to vote
on compensation at every three years.
- Approve
the proposal to grant the Board of Directors the discretion to
amend the articles of incorporation to effect a reverse split of
the outstanding common stock on a ratio of not less than 1-for-5
and not more than 1-for-10.
- Approve
the proposal to amend the articles of incorporation to reduce the
number of common stock authorized to be issued from 675 million
shares to 200 million shares.
Detailed voting
results are as follows.
For the election of
directors:
|
For |
Withheld |
Percentage For |
Percentage Withheld |
Robert R. McEwen |
171,581,744 |
11,233,062 |
93.86% |
6.14% |
Allen V. Ambrose |
168,694,429 |
14,120,377 |
92.28% |
7.72% |
Richard W. Brissenden |
171,099,372 |
11,715,434 |
93.59% |
6.41% |
Robin E. Dunbar |
170,595,019 |
12,219,787 |
93.32% |
6.68% |
Donald R.M. Quick |
171,096,051 |
11,718,755 |
93.59% |
6.41% |
Merri Sanchez |
171,188,034 |
11,626,772 |
93.64% |
6.36% |
William M. Shaver |
171,399,520 |
11,415,286 |
93.76% |
6.24% |
Ian Ball |
171,638,113 |
11,176,693 |
93.89% |
6.11% |
For the advisory vote on the approval
of executive compensation:
For |
Against |
Abstain |
Percentage For |
Percentage Against |
Percentage Abstain |
165,788,946 |
14,208,713 |
2,817,397 |
90.69% |
7.77% |
1.54% |
For the approval of the frequency of
holding advisory votes on compensation:
1 Year |
2 Years |
3 Years |
Abstain |
77,524,138 |
2,726,549 |
100,143,283 |
2,421,086 |
For the appointment of Ernst
& Young LLP as the Company's independent registered public
accounting firm:
For |
Against |
Abstain |
Percentage For |
Percentage Against |
Percentage Abstain |
238,132,480 |
3,728,244 |
6,124,650 |
96.03% |
1.50% |
2.47% |
For the proposal to grant the Board of
Directors the discretion effect the Reverse Split:
For |
Against |
Abstain |
Percentage For |
Percentage Against |
Percentage Abstain |
216,390,016 |
22,413,156 |
1,591,357 |
90.02% |
9.32% |
0.66% |
For the proposal to reduce the number
of authorized shares:
For |
Against |
Abstain |
Percentage For |
Percentage Against |
Percentage Abstain |
217,682,278 |
21,362,046 |
1,350,205 |
90.55% |
8.89% |
0.56% |
CAUTION
CONCERNING FORWARD-LOOKING STATEMENTSThis news release
contains certain forward-looking statements and information,
including "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. The
forward-looking statements and information expressed, as at the
date of this news release, McEwen Mining Inc.'s (the "Company")
estimates, forecasts, projections, expectations or beliefs as to
future events and results. Forward-looking statements and
information are necessarily based upon a number of 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. Risks and uncertainties that could cause results or
future events to differ materially from current expectations
expressed or implied by the forward-looking statements and
information include, but are not limited to, effects of the
COVID-19 pandemic, fluctuations in the market price of precious
metals, mining industry risks, political, economic, social and
security risks associated with foreign operations, the ability of
the corporation to receive or receive in a timely manner permits or
other approvals required in connection with operations, risks
associated with the construction of mining operations and
commencement of production and the projected costs thereof, risks
related to litigation, the state of the capital markets,
environmental risks and hazards, uncertainty as to calculation of
mineral resources and reserves, and other risks. Readers should not
place undue reliance on forward-looking statements or information
included herein, which speak only as of the date hereof. The
Company undertakes no obligation to reissue or update
forward-looking statements or information as a result of new
information or events after the date hereof except as may be
required by law. See McEwen Mining's Annual Report on Form 10-K/A
for the fiscal year ended December 31, 2021 and other filings with
the Securities and Exchange Commission, under the caption "Risk
Factors", for additional information on risks, uncertainties and
other factors relating to the forward-looking statements and
information regarding the Company. All forward-looking statements
and information made in this news release are qualified by this
cautionary statement.
The NYSE and TSX have not reviewed and do not
accept responsibility for the adequacy or accuracy of the contents
of this news release, which has been prepared by the management of
McEwen Mining Inc.
ABOUT MCEWEN MINING
McEwen Mining is a diversified gold and silver
producer and explorer focused in the Americas with operating mines
in Nevada, Canada, Mexico and Argentina. It also has a large
exposure to copper through its subsidiary McEwen Copper, owner of
the Los Azules copper deposit in Argentina.
CONTACT INFORMATION: |
Investor Relations:(866)-441-0690
Toll-Free(647)-258-0395Mihaela Iancu ext.
320info@mcewenmining.com |
Website:
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150 King Street WestSuite 2800, P.O. Box 24Toronto, ON, CanadaM5H
1J9 |
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