X0306 4 2012-11-28 0 0000314203 McEwen Mining Inc. MUX 0001540321 Quick Donald R. M. 505 QUEENSTON ROAD HAMILTON A6 L8K 1J6 ONTARIO, CANADA 1 0 0 0 Subscription Rights (Right to Buy) 2012-11-28 4 X 0 112500 0 D 2012-11-09 2012-12-04 Exchangeable Shares 11250 0 D Exchangeable Shares 2012-11-28 4 X 0 11250 0 A Common Stock 11250 123750 D For every ten (10) McEwen Mining-Minera Andes Acquisition Corp. ("Canadian Exchangeco") Subscription Rights held, such holder is entitled to purchase one (1) Exchangeable Share at a price equal to CDN$2.24 per whole share of Canadian Exchangeco ("Exchangeable Share"). Exchangeable Shares are exchangeable on a one-for-one basis for Common Stock at any time at the option of the holder and are intended to have, to the extent practicable, the same economic, voting and other rights of the Common Stock. Exchangeable Shares may be converted into Common Stock (i) upon certain changes in Canadian tax law, (ii) upon a liquidation, dissolution or winding up of Exchangeco, or (iii) upon a liquidation of the Company. Exchangeco may accelerate redemption in the event that: (A) fewer than 5% of the Exchangeable Shares are outstanding; (B)(1) the Company undergoes a change of control or a change of control is approved, (2) the shareholders of the Company approve a liquidation of the Company or (3) the Company disposes of substantially all of its assets and it is not reasonably practicable to substantially replicate the Exchangeable Shares; or (C) certain voting events are proposed that affect the substantial equivalence of Exchangeable Shares and Common Stock. /s/ Donald R. M. Quick 2012-11-29