McEWEN INC. Form 8-K Filing - Unregistered Sales of Equity Securities

On December 19, 2025, McEwen Inc. entered into agreements for the sale of 565,000 shares of common stock. This offering includes 215,000 "Canadian Exploration Expense" (CEE) flow-through shares sold at US$23.80 per share, which closed on December 19, 2025, and 350,000 "Canadian Development Expense" (CDE) flow-through shares sold at US$20.90 per share, expected to close in January 2026. The total proceeds after fees are approximately $12.4 million. These shares were sold under exemptions from registration, specifically Section 4(a)(2) of the Securities Act and/or Regulation S. Additionally, the company is required to issue shares of Common Stock as payment for a previously disclosed Share Exchange Agreement with Britannia Life Sciences Inc., with the number of shares determined by a volume-weighted average price. These payment shares will also be issued under exemptions from registration.