Mcewen Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect 11 nominees to the Board of Directors to serve until the 2027 annual meeting and until their successors are elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the selection by the Audit Committee of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.

3. 3

   Approval of Issuance of Shares to Robert McEwen Pursuant to the Arrangement Agreement

   ManagementBoard: FOR

   Approve issuance of Company common stock to Robert McEwen pursuant to the Arrangement Agreement with Canadian Gold Corp., as required by NYSE Listing Rule 312.03(b)(i) because Mr. McEwen is an Active Related Party and the issuance would exceed the 1% threshold.

   More detail

   This management proposal asks shareholders to approve the issuance of 1,526,785 shares of McEwen Inc. common stock to Robert McEwen pursuant to a court‑approved statutory plan of arrangement with Canadian Gold Corp. under an Arrangement Agreement dated October 10, 2025 (as amended December 23, 2025). Management is seeking affirmative shareholder approval because NYSE Listing Rule 312.03(b)(i) requires stockholder approval for issuances to an Active Related Party when the number of shares to be issued exceeds 1% of outstanding common stock and the issuance is not a cash sale at or above the Minimum Price. The Disinterested Directors reviewed the Arrangement Agreement and concluded the transaction terms are advisable and fair to disinterested stockholders, and thus the Board unanimously recommends a vote FOR the proposal. If approved, Mr. McEwen’s Subscription Receipts will convert into Company Shares, and the issuance will be settled in stock (or, if approval is not obtained, in cash under the Arrangement Agreement). The filing discloses clear investor impacts: the issuance will dilute existing holders’ percentage ownership, reduce book value per share and potentially depress future EPS and market price if shares are sold into the market. The Company also notes a potential anti‑takeover effect because issuance increases the number of voting shares outstanding and could make acquisition attempts more difficult. The vote standard is a majority of the disinterested votes cast, and management emphasizes that the disinterested independent directors recommended the issuance after due consideration. Sophisticated investors should weigh the strategic rationale for the acquisition of Canadian Gold Corp. and the contractual obligation to Mr. McEwen against the dilutive and governance effects of issuing more than 1% of outstanding shares to the Company's Chairman and CEO, who is an Active Related Party, as well as the alternative cash settlement that would occur if approval is withheld.

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When is the Mcewen Inc 2026 annual meeting?

Mcewen Inc (MUX) holds its 2026 annual shareholder meeting on Thursday, June 4, 2026.

What is the record date for the Mcewen Inc 2026 meeting?

The record date for the Mcewen Inc 2026 meeting is Monday, April 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Mcewen Inc's 2026 meeting?

The board is presenting 11 director nominees at the Mcewen Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Mcewen Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Mcewen Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.