UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~October 630, 2025

McEWEN INC.

(Exact name of registrant as specified in its charter)

Colorado		001-33190		84-0796160
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

150 King Street West, Suite 2800

Toronto, Ontario, Canada

M5H 1J9

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number including area code:

(866) 441-0690

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		MUX		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 27.0201 Regulation FD ~~Results of Operations and Financial Condition~~Disclosure.

On November 63, 2025, McEwen Inc. (the “Company”) issued a press release ~~summarizing~~announcing ~~its~~that ~~third~~it ~~quarter~~had ~~and~~entered ~~nine-month~~into ~~financial~~a ~~and~~Share ~~operating~~Exchange ~~results~~Agreement ~~together~~(the “Exchange Agreement”) with ~~certain~~Britannia ~~operation~~Life ~~updates~~Sciences Inc., a Canadian corporation (the “Seller”), and Britannia Mining Solutions Inc., a Canadian corporation (“Britannia Mining”). A copy of ~~that~~the ~~press~~Press ~~release~~Release is furnished with this ~~report~~Current Report on Form 8-K (this “Current Report”) as Exhibit 99.1 and is incorporated herein by reference.

~~The information furnished under this~~ Item. 28.~~02,~~01 Other including the referenced exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filingEvents.

On October 30, 2025, the Company entered into the Exchange Agreement. Pursuant to the Exchange Agreement, the Seller has agreed to sell to the Company 648,002 common shares of Britannia Mining (the “Purchased Shares”) in exchange for such number of shares of the Company’s common stock (the “Payment Shares”) as is equal in the aggregate to CAD$11,340,035 divided by the volume-weighted average closing sales price per share of the Company’s common stock, as reported on the New York Stock Exchange, in U.S. dollars for the 20 consecutive trading days immediately prior to closing date, converted to Canadian dollars based on the exchange rate posted by the Bank of Canada on the business day immediately prior to the closing date. The Payment Shares will be issued in reliance upon the exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Rule 506 of Regulation D promulgated under the Securities Act, and Regulation S promulgated under the Securities Act. The Company is relying upon representations, warranties, certifications and agreements of the Seller in support of the satisfaction of the conditions contained in the foregoing exemptions.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished or filed with this report, as applicable:

99.1 Press release dated November 6, 2025

Exhibit No.		Description
99.1		Press Release, dated November 3, 2025
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101)

Cautionary Statement

~~With~~This Current Report and accompanying press release contain certain forward-looking statements and information, within the ~~exception~~meaning of applicable Canadian securities legislation and the U.S. Private Securities Litigation Reform Act of ~~historical~~1995. The forward-looking ~~matters~~statements and information expressed, ~~the~~as ~~matters~~of ~~discussed~~the indate of the ~~press~~Current ~~release~~Report, ~~include~~are ~~forward~~estimates, forecasts, projections, expectations, or beliefs as to future events and results. Forward-looking statements ~~within~~and ~~the~~information ~~meaning~~are necessarily based upon a number of ~~applicable~~estimates ~~securities~~and ~~laws~~assumptions that, ~~involve~~while ~~risks~~considered reasonable by management, are inherently subject to significant business, economic, and competitive uncertainties, risks, and contingencies, and there can be no assurance that ~~could~~such ~~cause~~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 ~~projections~~current expectations expressed or ~~estimates~~implied ~~contained~~by ~~therein. Such~~the forward-looking statements and information include, ~~among~~but ~~others~~are not limited to, ~~statements~~fluctuations ~~regarding~~in ~~future~~the ~~production~~market price of precious and ~~cost~~base ~~estimates~~metals, ~~exploration,~~mining ~~development~~industry risks, ~~construction~~political, economic, social and ~~production~~security ~~activities.~~risks ~~Factors~~associated ~~that~~with ~~could~~foreign ~~cause~~operations, ~~actual~~the ~~results~~ability of the Company to ~~differ~~receive ~~materially~~or ~~from~~receive ~~projections~~in a timely manner permits or ~~estimates~~other ~~include~~approvals required in connection with operations, the risk that Argentina’s Large Investment ~~among~~Incentive ~~others,~~Regime ~~future~~may ~~drilling~~be ~~results~~curtailed, ~~metal~~extinguished ~~prices~~or amended, ~~economic~~risks associated with the construction of mining operations and ~~market~~commencement of ~~conditions,~~production ~~operating~~and the projected costs thereof, ~~receipt~~risks ofrelated ~~permits~~to litigation, ~~and~~the ~~receipt~~ state of ~~working~~the capital markets, asenvironmental ~~well~~risks and hazards, uncertainty as ~~other~~to ~~factors~~calculation ~~described~~of inmineral resources and reserves, foreign exchange volatility, foreign exchange controls, foreign currency risk, the ~~Company’s~~risk ~~Annual~~that ~~Report~~the ontransaction ~~Form 10-K~~contemplated ~~for~~by the ~~year~~Exchange ~~ended~~Agreement ~~December 31~~may not be completed on a timely basis, ~~2024~~ if at all, the ~~and~~risk ~~other~~that ~~filings~~conditions ~~with~~to the ~~United~~consummation ~~States~~of ~~Securities~~the ~~and~~transaction contemplated by the Exchange ~~Commission.~~Agreement ~~Most~~may ofnot ~~these~~be ~~factors~~satisfied, ~~are~~the ~~beyond~~risk that the ~~Company’s~~transaction contemplated by the Exchange Agreement may involve unexpected costs, liabilities or delays, the possible occurrence ~~ability~~of toan ~~predict~~event, change or ~~control.~~other ~~The~~circumstance ~~Company~~that ~~disclaims~~could ~~any~~result ~~obligation~~in totermination ~~update~~of the ~~any~~transaction contemplated by the Exchange Agreement, and other risks. Readers should not place undue reliance on forward-looking ~~statement~~statements ~~made~~or information included in this Current Report and the press release, which speak only as of the date hereof. The Company undertakes no obligation to reissue or update forward-looking ~~whether~~statements or information as a result of new information, ~~future~~or events, orafter ~~otherwise~~the date hereof except as may be required by law. ~~Readers~~See ~~are~~the ~~cautioned~~Company’s Annual ~~not~~Report toon ~~put~~Form ~~undue~~10-K ~~reliance~~for the fiscal year ended December 31, 2024, 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 the press release are qualified by this cautionary statement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	McEWEN INC.
Date: November 7, 2025	By:	/s/ Carmen Diges
Date: November 10, 2025	By:	/s/ Carmen Diges
		Carmen Diges, General Counsel

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