10-Q 1 a12-19632_110q.htm 10-Q

Table of Contents

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

(Mark One)

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2012

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from                to               

 

Commission File Number: 001-33190

 

MCEWEN MINING INC.

(Exact name of registrant as specified in its charter)

 

Colorado

 

84-0796160

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

Bay Wellington Tower, 181 Bay Street, Suite 4750, Toronto, Ontario Canada M5J 2T3

(Address of principal executive offices)  (Zip code)

 

(866) 441-0690

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 190,757,047 shares outstanding as of November 2, 2012 (and 77,747,371 exchangeable shares).

 

 

 



Table of Contents

 

MCEWEN MINING INC.

 

FORM 10-Q

 

Index

 

Part I     FINANCIAL INFORMATION

 

 

 

Item 1.

Financial Statements

3

 

 

 

 

Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2012 and 2011 (unaudited)

3

 

 

 

 

Consolidated Balance Sheets at September 30, 2012 (unaudited) and December 31, 2011

4

 

 

 

 

Consolidated Statement of Changes in Shareholders’ Equity for the nine months ended September 30, 2012 and 2011 (unaudited)

5

 

 

 

 

Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011 (unaudited)

6

 

 

 

 

Notes to Consolidated Financial Statements (unaudited)

7

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

25

 

 

 

Item 3.

Quantitative and Qualitative Disclosure about Market Risk

39

 

 

 

Item 4.

Controls and Procedures

41

 

 

 

Part II     OTHER INFORMATION

 

 

 

Item 1.

Legal Proceedings

41

 

 

 

Item 6.

Exhibits

44

 

 

 

SIGNATURES

45

 

2



Table of Contents

 

MCEWEN MINING INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

(in thousands, except per share)

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

REVENUE

 

 

 

 

 

 

 

 

 

Income on investment in Minera Santa Cruz S.A., net of amortization - note 7

 

$

11,311

 

$

 

$

14,759

 

$

 

Gold and silver sales

 

456

 

 

456

 

 

 

 

11,767

 

 

15,215

 

 

COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

Production costs applicable to sales

 

119

 

 

119

 

 

General and administrative

 

4,119

 

1,540

 

12,935

 

5,059

 

Acquisition costs

 

8

 

1,920

 

1,450

 

2,128

 

Property holding costs

 

2,147

 

2,362

 

4,127

 

3,470

 

Exploration costs

 

6,708

 

15,115

 

28,565

 

32,650

 

Mine construction costs

 

4,671

 

 

13,306

 

 

Mine operating costs

 

2,406

 

 

8,622

 

 

Accretion of asset retirement obligation

 

110

 

134

 

342

 

400

 

Depreciation

 

266

 

179

 

750

 

438

 

Gain on sale of property and equipment

 

(1,135

)

(11

)

(1,265

)

(21

)

Asset impairments

 

2,902

 

 

3,081

 

 

Total costs and expenses

 

22,321

 

21,239

 

72,032

 

44,124

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

(10,554

)

(21,239

)

(56,817

)

(44,124

)

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

Interest income

 

16

 

19

 

198

 

50

 

Interest expense

 

 

46

 

 

29

 

Gain on sale of gold and silver bullion - note 4

 

1,233

 

1,143

 

3,075

 

1,667

 

Unrealized loss on silver bullion - note 4

 

 

(2,139

)

(359

)

(2,139

)

(Loss) gain on sale of marketable equity securities - note 3

 

(70

)

19

 

(70

)

19

 

Other-than-temporary impairment on marketable equity securities - note 3

 

 

 

(1,993

)

 

Foreign currency gain (loss)

 

423

 

(1,529

)

469

 

(1,070

)

Total other income (expense)

 

1,602

 

(2,441

)

1,320

 

(1,444

)

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

(8,952

)

(23,680

)

(55,497

)

(45,568

)

Recovery of income taxes - note 2

 

6,369

 

 

14,919

 

 

Net loss

 

(2,583

)

(23,680

)

(40,578

)

(45,568

)

 

 

 

 

 

 

 

 

 

 

OTHER COMPREHENSIVE LOSS

 

 

 

 

 

 

 

 

 

Reclassification of unrealized gain on marketable equity securities disposed of during the period, net of taxes

 

 

 

1,000

 

 

Unrealized (loss) gain on marketable equity securities, net of taxes

 

(1

)

89

 

(2

)

(777

)

 

 

 

 

 

 

 

 

 

 

Comprehensive loss

 

$

(2,584

)

$

(23,591

)

$

(39,580

)

$

(46,345

)

Basic and diluted per share data:

 

 

 

 

 

 

 

 

 

Net loss - basic and diluted

 

$

(0.01

)

$

(0.17

)

$

(0.16

)

$

(0.33

)

Weighted average common shares outstanding:
- basic and diluted

 

268,373

 

139,725

 

256,834

 

136,134

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3



Table of Contents

 

MCEWEN MINING INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

 

September 30,

 

December 31,

 

 

 

2012

 

2011

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

18,520

 

$

13,416

 

Short-term investments

 

 

3,933

 

Marketable equity securities - note 3

 

6

 

1,480

 

Gold and silver bullion (market value - 2012 - $2,273; 2011 - $24,483) - note 4

 

1,690

 

22,810

 

IVA taxes receivable

 

8,139

 

2,983

 

Inventories - note 5

 

2,783

 

139

 

Prepaid and other current assets

 

4,882

 

3,122

 

Total current assets

 

36,020

 

47,883

 

 

 

 

 

 

 

Mineral property interests - note 6

 

785,278

 

245,454

 

Restrictive time deposits for reclamation bonding - note 6

 

5,190

 

5,190

 

Investment in Minera Santa Cruz S.A. - note 7

 

271,180

 

 

Property and equipment, net - note 8

 

13,483

 

11,772

 

Other assets

 

54

 

56

 

TOTAL ASSETS

 

$

1,111,205

 

$

310,355

 

 

 

 

 

 

 

LIABILITIES & SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

7,181

 

$

5,612

 

Current portion of asset retirement obligation - note 6

 

323

 

512

 

Total current liabilities

 

7,504

 

6,124

 

 

 

 

 

 

 

Asset retirement obligation, less current portion - note 6

 

6,169

 

5,741

 

Deferred income tax liability - note 2

 

242,761

 

78,786

 

Other liabilities

 

400

 

400

 

Total liabilities

 

$

256,834

 

$

91,051

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock, no par value, 500,000 shares authorized;

 

 

 

 

 

Common: 189,610 shares as of September 30, 2012 and 136,572 shares as of December 31, 2011 issued and outstanding

 

 

 

 

 

Exchangeable: (2012) 78,886 shares as of September 30, 2012 and nil shares as of December 31, 2011 issued and outstanding

 

 

 

 

 

Exchangeable: (2007) nil shares as of September 30, 2012 and 3,181 shares as of December 31, 2011 issued and outstanding

 

1,288,478

 

613,831

 

Accumulated deficit

 

(433,816

)

(393,238

)

Accumulated other comprehensive loss

 

(291

)

(1,289

)

Total shareholders’ equity

 

854,371

 

219,304

 

 

 

 

 

 

 

TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY

 

$

1,111,205

 

$

310,355

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4



Table of Contents

 

MCEWEN MINING INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

(in thousands)

 

 

 

Common Stock

 

Accumulated
Other
Comprehensive

 

Accumulated

 

 

 

 

 

Shares

 

Amount

 

Loss

 

Deficit

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2010

 

122,186

 

$

504,389

 

$

257

 

$

(331,366

)

$

173,280

 

Stock-based compensation

 

 

1,905

 

 

 

1,905

 

Sale of shares for cash, net of issuance costs

 

17,250

 

105,415

 

 

 

105,415

 

Exercise of stock options

 

163

 

412

 

 

 

412

 

Exercise of stock options from 2007 acquisition

 

70

 

361

 

 

 

361

 

Shares issued for Mexico mining concessions

 

84

 

582

 

 

 

582

 

Unrealized loss on marketable equity securities

 

 

 

(777

)

 

(777

)

Net loss

 

 

 

 

(45,568

)

(45,568

)

Balance, September 30, 2011

 

139,753

 

$

613,064

 

$

(520

)

$

(376,934

)

$

235,610

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2011

 

139,753

 

$

613,831

 

$

(1,289

)

$

(393,238

)

$

219,304

 

Stock-based compensation

 

 

2,845

 

 

 

2,845

 

Issuance of exchangeable shares to acquire Minera Andes Inc.

 

127,331

 

664,671

 

 

 

664,671

 

Assumption of stock options in connection with the acquisition of Minera Andes Inc.

 

 

3,175

 

 

 

3,175

 

Exercise of stock options

 

387

 

721

 

 

 

721

 

Exercise of stock options from Minera Andes Inc.

 

942

 

2,844

 

 

 

2,844

 

Shares issued for Mexico mining concessions

 

83

 

391

 

 

 

391

 

Unrealized loss on marketable equity securities

 

 

 

(2

)

 

(2

)

Reclassification of unrealized loss on marketable equity securities disposed of during the period, net of tax

 

 

 

(993

)

 

(993

)

Other-than-temporary impairment on marketable equity securities

 

 

 

1,993

 

 

1,993

 

Net loss

 

 

 

 

(40,578

)

(40,578

)

Balance, September 30, 2012

 

268,496

 

$

1,288,478

 

$

(291

)

$

(433,816

)

$

854,371

 

 

The accompanying notes are an integral part of these consolidated financial statements

 

5



Table of Contents

 

MCEWEN MINING INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

 

 

 

For Nine Months Ended
September 30,

 

 

 

2012

 

2011

 

Cash flows (used in) from operating activities:

 

 

 

 

 

Cash paid to suppliers and employees

 

$

(65,760

)

$

(40,243

)

Dividend received from Minera Santa Cruz S.A.

 

2,154

 

 

Interest received

 

125

 

50

 

Cash used in operating activities

 

(63,481

)

(40,193

)

Cash flows (used in) provided by investing activities:

 

 

 

 

 

Cash and short-term investments received from acquisition of Minera Andes Inc.

 

36,337

 

 

Short-term investments (net)

 

3,933

 

 

Acquisition of mineral property interests

 

(712

)

(9,828

)

Additions to property and equipment

 

(1,769

)

(7,777

)

Proceeds from disposal of property and equipment

 

3,143

 

36

 

Investment in gold and silver bullion

 

 

(31,300

)

Proceeds from sale of gold and silver bullion

 

23,836

 

8,784

 

Investment in marketable equity securities

 

 

(284

)

Proceeds from sale of marketable equity securities

 

409

 

1,854

 

Increase in restricted investments securing reclamation

 

 

(413

)

Cash provided by (used in) investing activities

 

65,177

 

(38,928

)

Cash flows from financing activities:

 

 

 

 

 

Sale of common stock for cash, net of issuance costs

 

 

105,415

 

Exercise of stock options

 

3,564

 

773

 

Cash provided by financing activities

 

3,564

 

106,188

 

Effect of exchange rate change on cash and cash equivalents

 

(156

)

(1,078

)

Increase in cash and cash equivalents

 

5,104

 

25,989

 

Cash and cash equivalents, beginning of period

 

13,416

 

6,818

 

Cash and cash equivalents, end of period

 

$

18,520

 

$

32,807

 

 

 

 

 

 

 

Reconciliation of net loss to cash used in operating activities:

 

 

 

 

 

Net loss

 

$

(40,578

)

$

(45,568

)

Adjustments to reconcile net loss from operating activities:

 

 

 

 

 

Income on investment in Minera Santa Cruz S.A. (net of amortization)

 

(14,759

)

 

Deferred income taxes

 

(14,919

)

 

Gain on sale of gold and silver bullion

 

(3,075

)

(1,667

)

Unrealized loss on silver bullion

 

359

 

2,139

 

Other-than-temporary impairment on marketable equity securities

 

1,993

 

 

Loss (gain) on sale of marketable equity securities

 

70

 

(19

)

Gain on sale of property and equipment

 

(1,265

)

(21

)

Asset impairments

 

3,081

 

 

Stock-based compensation

 

2,845

 

1,905

 

Accretion of asset retirement obligation

 

342

 

400

 

Depreciation

 

750

 

438

 

Foreign exchange loss

 

156

 

1,078

 

Change in non-cash working capital items:

 

 

 

 

 

Increase in other assets related to operations

 

(6,680

)

(1,720

)

Dividend receivable obtained from acquisition of Minera Andes Inc.

 

9,363

 

 

Dividend receivable from Minera Santa Cruz S.A.

 

2,611

 

 

(Decrease) increase in liabilities related to operations

 

(3,775

)

2,842

 

Cash used in operating activities

 

$

(63,481

)

$

(40,193

)

 

The accompanying notes are an integral part of these consolidated financial statements

 

6



Table of Contents

 

MCEWEN MINING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2012

 

NOTE 1  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Operations and Basis of Presentation

 

McEwen Mining Inc. (the “Company” or “McEwen Mining”) was organized under the laws of the State of Colorado on July 24, 1979.  Since inception, the Company has been engaged in the exploration for, development of, production and sale of gold and silver. On January 24, 2012, the Company changed its name from US Gold Corporation to McEwen Mining Inc. after the completion of the acquisition, by way of a statutory plan of arrangement under the laws of the Province of Alberta, Canada, of Minera Andes Inc. (“Minera Andes”).

 

As a result of the acquisition of Minera Andes, the Company acquired a 49% interest in Minera Santa Cruz S.A. (“MSC”), owner of the producing San José Silver-Gold Mine in Santa Cruz, Argentina; a 100% interest in the Los Azules Copper Deposit in San Juan, Argentina, and a large portfolio of exploration properties in Santa Cruz, Argentina.  The San José Mine is operated by the majority owner of the joint venture, Hochschild Mining plc (‘‘Hochschild’’).

 

The Company recently began production at Phase 1 of the El Gallo Complex in Mexico, with a total of 298 oz of gold produced during September 2012.

 

The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) has been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included are adequate to make the information presented not misleading.

 

In management’s opinion, the unaudited consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2012 and 2011, the consolidated balance sheets as at September 30, 2012 (unaudited) and December 31, 2011, the unaudited consolidated statement of changes in shareholders’ equity for the nine months ended September 30, 2012 and 2011, and the unaudited consolidated statements of cash flows for the nine months ended September 30, 2012 and 2011, contained herein, reflect all adjustments, consisting solely of normal recurring items, which are necessary for the fair presentation of the Company’s financial position, results of operations and cash flows on a basis consistent with that of the Company’s prior audited consolidated financial statements.  However, the results of operations for the interim periods may not be indicative of results to be expected for the full fiscal year.  Therefore these financial statements should be read in conjunction with the audited financial statements and notes thereto and summary of significant accounting policies included in the Company’s Form 10-K for the year ended December 31, 2011.  Except as noted below, there have been no material changes in the footnotes from those accompanying the audited consolidated financial statements contained in the Company’s Form 10-K.

 

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.  All inter-company accounts and transactions have been eliminated.

 

Significant Accounting Policies

 

Business Combinations The Company accounts for business combinations using the acquisition method of accounting pursuant to Accounting Standards Codification (“ASC”) Topic 805 — Business Combinations.  The acquisition method requires the Company to determine the fair value of all acquired assets, including identifiable intangible assets, and all assumed liabilities.  The total cost of acquisitions is allocated to the underlying identifiable net assets, based on their respective estimated fair values.  Determining the fair value of assets acquired and liabilities assumed requires management’s judgment, and the utilization of independent valuation experts, and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, and asset lives, among other items.  Transaction costs are expensed as incurred and are reported on the acquisition costs line within the consolidated statements of operations and comprehensive loss.

 

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Table of Contents

 

MCEWEN MINING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2012

 

NOTE 1  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Investments — Equity Method and Joint Ventures - The Company accounts for investments over which the Company exerts significant influence using the equity method of accounting pursuant to ASC Topic 323 — Investments, Equity Method and Joint Ventures.  Under this method, the Company’s share of earnings and losses is included in the consolidated statement of operations and comprehensive loss and the balance of the investment is adjusted by a like amount.  Under the equity method, dividends received from an investee are recorded as decreases in the investment account, not as income.  Where there has been a loss in value that is other than a temporary decline, the carrying value is reduced to its fair value.

 

IVA taxes receivable — In Mexico and Argentina, value added taxes (IVA) are assessed on purchases of materials and services and sales of products.  Businesses are generally entitled to recover the taxes they have paid related to purchases of materials and services, either as a refund or as a credit against future taxes payable.  In Argentina, except at the San José Mine, the Company expenses all IVA as their recoverability is uncertain.

 

Stockpiles, Ore on Leach Pads, In-process Inventory, Precious Metals Inventory and Materials and Supplies Stockpiles, ore on leach pads, and in-process inventory are carried at the lower of average cost or net realizable value, if commercial production is achieved. For accounting purposes, the Company has achieved commercial production during the third quarter of 2012 after its initial gold pour in late September.  Net realizable value represents the estimated future sales price of the product based on current and long-term metals prices, less the estimated costs to complete production and bring the product to sale. Write-downs of stockpiles, ore on leach pads, in-process inventory, precious metals inventory and materials and supplies, resulting from net realizable value impairments, are reported as a component of production costs applicable to sales. The current portion of stockpiles, ore on leach pad, in-process inventory and materials and supplies is determined based on the expected amounts to be processed within the next 12 months. Stockpiles, ore on leach pads, in-process inventory and materials and supplies not expected to be processed within the next 12 months, if any, are classified as long-term.

 

Stockpiles represent ore that have been extracted from the mine and is available for further processing. Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, an estimate of the contained metals (based on assay data) and the estimated metallurgical recovery rates. Costs are allocated to stockpiles based on relative values of material stockpiled and processed using current mining costs incurred up to the point of stockpiling the ore. Material is removed from the stockpile at an average cost per tonne.  Since the Company only achieved commercial production for accounting purposes in September 2012, no value was allocated to stockpiles prior to the month of September 2012.

 

Ore on leach pads is the ore that is placed on pads where it is treated with a chemical solution that dissolves the gold contained in the ore over a period of months.  Costs are attributed to the leach pads based on current mining costs incurred up to the point of placing the ore on the pad.  Costs are removed from the leach pad based on the average cost per estimated recoverable ounce of gold on the leach pad as the gold is recovered.  The estimates of recoverable gold on the leach pads are calculated from the quantities of ore placed on the leach pads, the grade of ore placed on the leach pads and a recovery percentage.  The quantities of recoverable gold placed on the leach pads are reconciled to the quantities of gold actually recovered (metallurgical balancing), by comparing the grades of ore placed on the leach pads to actual ounces recovered.  The nature of the leaching process inherently limits the ability to precisely monitor inventory levels.  As a result, the metallurgical balancing process is constantly monitored and the engineering estimates are refined based on actual results over time.

 

8



Table of Contents

 

MCEWEN MINING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2012

 

NOTE 1  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

In-process inventories represent materials that are currently in the process of being converted to a saleable product.  The El Gallo Phase 1 conversion process is an Adsorption-Desorption-Recovery (“ADR”) processing plant utilizing carbon columns for recovery.  In-process material is measured based on assays of the material fed into the process and the projected recoveries of the respective plants.  In-process inventories are valued at the average cost of the material fed into the process attributable to the source material coming from the mines, stockpiles and/or leach pads plus the in-process conversion costs incurred to that point in the process.

 

Precious metal inventory include gold bullion that is unsold and held at the refinery and is valued at the lower of average mining cost or net realizable value.

 

Materials and supplies inventories are comprised of chemicals, reagents and consumable parts used in drilling and other operating activities.  They are valued at the lower of average cost or net realizable value.  Cost includes applicable taxes and freight.

 

Revenue Recognition — Revenue includes sales value received for the Company’s principal products, gold and silver. Revenue is recognized, net of refining charges and royalties, when title to gold and silver passes to the buyer and when collectability is reasonably assured. Title passes to the buyer based on terms of the sales contract. Revenues from by-product sales are credited to production cost applicable to sales.  Product pricing is determined at the point revenue is recognized by reference to active and freely traded commodity markets, for example, the London Bullion Market for both gold and silver, in an identical form to the product sold.

 

The Company entered into a doré sales agreement, whereby the Company has the option to sell approximately 90% of the gold and silver contained in doré bars produced at the El Gallo Complex prior to the completion of refining, which normally takes 15 business days.

 

The Company has a net smelter return (“NSR”) royalty agreement with a third party on all Phase 1 metals production and a portion of future Phase 2 metals production from the El Gallo Complex.  The terms of the royalty agreement stipulate that production up to 30,000 of gold and gold equivalent ounces are subject to a 1% NSR, production between 30,001 to 380,000 of gold and gold equivalent ounces are subject to a 3.5% NSR, and 1% thereafter.  Currently the Company is subject to the 3.5% NSR.  Under the terms of the royalty agreement, the royalty holder has the option to settle the NSR payment in cash or gold and gold equivalent ounces.  The royalty holder has indicated a preference to settle the NSR payment in gold and gold equivalent ounces which would be calculated on the day the refiner credits the Company’s metals account.

 

Proven and Probable Reserves The definition of proven and probable reserves is set forth in the SEC Industry Guide 7 (“Guide 7”). Proven reserves are reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes, grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geological character is so well defined that size, shape, depth and mineral content of the reserves are well-established. Probable reserves are reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observations.

 

As of September 30, 2012, except for the Company’s 49% interest in the San José Mine, none of the Company’s other mineralized properties contain resources that satisfy the definition of proven and probable reserves.

 

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Table of Contents

 

MCEWEN MINING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2012

 

NOTE 1  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Design, Construction, and Development Costs Certain costs to design and construct mining and processing facilities may be incurred prior to establishing proven and probable reserves.  Prior to commercial production for accounting purposes in September 2012, the Company classified the Phase 1 development of the El Gallo Complex as an exploration stage project since no Guide 7 proven or probable reserves have been established, and accordingly, substantially all costs, including design, engineering, construction, and installation of equipment were expensed as incurred.

 

Certain types of equipment, which have alternative uses or significant salvage value, may be capitalized without proven and probable reserves.  If a project commences commercial production, amortization and depletion of capitalized costs for such equipment would be computed on a unit-of—production basis over the expected reserves of the project based on estimated recoverable ounces.

 

Mine development costs include engineering and metallurgical studies, drilling and other related costs to delineate an ore body, the removal of overburden to initially expose an ore body at open pit surface mines and the building of access ways, shafts, lateral access, drifts, ramps and other infrastructure at underground mines.  Development costs are capitalized when proven and probable reserves exist and the property is a commercially minable property.  Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized.  Costs of start-up activities and costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations as incurred.  Costs of abandoned projects are charged to operations upon abandonment.  All capitalized costs are amortized using the units of production method over the estimated life of the ore body based on recoverable ounces to be mined from proven and probable reserves.

 

As of September 30, 2012, except for the Company’s 49% interest in the San José Mine, development costs are not capitalized at any of the Company’s properties, as no proven and probable reserves exist.

 

Property and Equipment Expenditures for new facilities or equipment and expenditures that extend the useful lives of existing facilities or equipment are capitalized and recorded at cost.  Depreciation is computed using straight-line methods. Office furniture, equipment and light vehicles are being depreciated over the estimated economic lives ranging from 3 to 5 years.  Trailers, heavy vehicles and other site equipment are being depreciated over estimated economic lives from 5 to 15 years. Buildings are being depreciated over an estimated economic life of 20 years.  All mining equipment is depreciated using the units-of-production method based upon estimated proven and probable reserves.

 

Impairment of Long-Lived Assets The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable.  Recoverability is measured by comparing the net book value to fair value. When the net book value exceeds fair value, an impairment loss is measured and recorded.  Mineral properties are monitored for impairment based on factors such as the Company’s continued right to explore the area, exploration reports, assays, technical reports, drill results and its continued plans to fund exploration programs on the property.  The Company uses the market approach to estimate the fair value of the properties by using a combination of the observed market value per square mile in the region and an observed market value per ounce of mineralized material.  The Company is unable to estimate undiscounted future net cash flows from its operations due to the absence of proven and probable reserves.  As such, the appropriate evidence to perform estimates of future cash flows is not available and may not be accurate in supporting the Company’s long-lived assets.  For purposes of recognition and measurement of an impairment loss, the Company groups its properties by geological mineral complex, as this represents the lowest level at which the Company allocates its exploration spending independent of other assets and liabilities.  For the recently acquired Santa Cruz exploration properties, the Company has separated its properties into two regions, due to their physical separation, for the purposes of impairment testing. The two regions are Cerro Negro and Other Santa Cruz exploration properties.

 

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Table of Contents

 

MCEWEN MINING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2012

 

NOTE 1  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Recently Adopted Accounting Pronouncements

 

Comprehensive Income In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income.  Under the updated guidance, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  The update does not change the items reported in other comprehensive income or when an item of other comprehensive income must be reclassified to income.  The update is effective for the Company’s fiscal year beginning January 1, 2012.  The adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.

 

Fair Value Measurement In May 2011, the FASB issued Accounting Standards Update No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.  The updated guidance clarifies different components of fair value accounting including the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity and disclosing quantitative information about the unobservable inputs used in a fair value measurement that is categorized in Level 3 of the fair value hierarchy.  The update is effective for the Company’s fiscal year beginning January 1, 2012.  The adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.

 

NOTE 2   BUSINESS ACQUISITION

 

On January 24, 2012, the Company completed the acquisition of Minera Andes (“the Arrangement”) through a court-approved plan of arrangement under Alberta, Canada law, under which Minera Andes, a Canadian company, became an indirect wholly-owned subsidiary of the Company.

 

The Company’s management and Board of Directors believes that the combination with Minera Andes is in the best interests of the Company and its shareholders because the combined company is expected to have a stronger combined cash position and balance sheet, sources of revenue, active mining operations, enhanced trading liquidity, a significant growth profile, industry leading costs, an expanded exploration program and additional technical expertise.

 

On the closing date of the Arrangement, holders of Minera Andes’ common stock received a number of exchangeable shares of McEwen Mining - Minera Andes Acquisition Corporation (“2012-Exchangeable Shares”), an indirect wholly-owned Canadian subsidiary of the Company, equal to the number of Minera Andes shares, multiplied by the exchange ratio of 0.45.  In the aggregate, former Minera Andes shareholders received 127,331,498 2012-Exchangeable Shares.  After closing of the Arrangement, the name of the Company was changed to McEwen Mining Inc.  The Company’s common stock began trading on the NYSE and TSX under the symbol “MUX” and the 2012-Exchangeable Shares began trading on the TSX under the symbol “MAQ” on January 27, 2012.

 

As a result of the Arrangement and on the date of closing, the combined company was held approximately 52% by then-existing McEwen Mining shareholders and 48% by former Minera Andes shareholders. On a diluted basis, the combined company was held approximately 53% by then existing McEwen Mining shareholders and 47% by former Minera Andes shareholders.

 

In June 2011, Robert R. McEwen, the Company’s Chairman, President, Chief Executive Officer and largest shareholder and then also the Chairman, President, Chief Executive Officer and largest shareholder of Minera Andes, proposed the Arrangement.  In connection with the Arrangement, Mr. McEwen received approximately 38.7 million 2012 Exchangeable Shares.  Mr. McEwen owns approximately 25.1% of the shares of the Company.

 

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MCEWEN MINING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2012

 

NOTE 2   BUSINESS ACQUISITION (Continued)

 

The 2012-Exchangeable Shares are exchangeable for the Company’s common stock on a one-for-one basis.  Option holders of Minera Andes received replacement options entitling them to receive, upon exercise, shares of the Company’s common stock, reflecting the exchange ratio of 0.45 with the appropriate adjustment of the exercise price per share.  The option life and vesting period of the replacement options has not changed from the option life granted under the Minera Andes option plan.

 

The estimated fair value of the vested portion of the replacement options of $3.2 million have been included as part of the purchase price consideration at their fair values based on the Black-Scholes pricing model as illustrated below.

 

The principal assumptions used in applying the Black-Scholes option pricing model were as follows:

 

 

 

January 24, 2012

 

Risk-free interest rate

 

0.02% to 0.39%

 

Dividend yield

 

n/a

 

Volatility factor of the expected market price of common stock

 

46% to 77%

 

Weighted-average expected life of option

 

1.4 years

 

 

The acquisition has been accounted for using the acquisition method in accordance with ASC Topic 805, Business Combinations, with the Company being identified as the acquirer.  The measurement of the purchase consideration was based on the market price of the Company’s common stock on January 24, 2012, which was $5.22 per share.  The total purchase price, including the fair value of the options, amounted to $667.8 million.  The total transaction costs incurred through September 30, 2012 by the Company was $5.3 million, of which $3.9 million was reported in the year ended December 31, 2011 in general and administrative expenses, and $1.4 million for the nine months ended September 30, 2012 in acquisition costs in the consolidated statements of operations and comprehensive loss.

 

The allocation of the purchase price on a preliminary basis, based on the estimated fair value of assets acquired and liabilities assumed on January 24, 2012, is summarized in the following table (in thousands).

 

 

 

Fair Value

 

Purchase price:

 

 

 

Exchangeable shares of McEwen Mining - Minera Andes Acquisition

 

$

664,671

 

Stock options to be exchanged for options of McEwen Mining

 

3,175

 

 

 

$

667,846

 

 

 

 

 

Net assets acquired:

 

 

 

Cash and cash equivalents

 

$

31,385

 

Short-term investments

 

4,952

 

Other current assets

 

9,828

 

Inventories

 

1,362

 

Mineral property interests

 

541,702

 

Investment in Minera Santa Cruz S.A.

 

261,186

 

Equipment

 

1,647

 

Accounts payable

 

(5,323

)

Deferred income tax liability

 

(178,893

)

 

 

$

667,846

 

 

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Table of Contents

 

MCEWEN MINING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2012

 

NOTE 2   BUSINESS ACQUISITION (Continued)

 

The purchase consideration for the mineral property interests exceeded the carrying value of the underlying assets for tax purposes by approximately $511.1 million.  This amount has been applied to increase the carrying value of mineral property interests for accounting purposes.  However, this did not increase the carrying value of the underlying assets for tax purposes and resulted in a temporary difference between accounting and tax value.  The resulting estimated deferred income tax liability originally associated with this temporary difference was approximately $178.9 million, which is included in the preliminary allocation of purchase price above.  For the three and nine months ended September 30, 2012, the Company recorded a deferred income tax recovery of $5.4 million and $13.7 million, respectively, as a result of fluctuations in the foreign exchange rates between the Argentine pesos and U.S. dollar from January 24, 2012 to September 30, 2012.  These amounts are included in Recovery of income taxes on the Consolidated Statement of Operations and Comprehensive Loss for the respective periods.  As a result of the fluctuations in the foreign exchange rates during the two periods, the deferred income tax liability on these assets was reduced to $165.2 million, which is included in the deferred income tax liability balance of $242.8 million on the consolidated balance sheet as at September 30, 2012.

 

For the purposes of the Company’s financial statements, the purchase consideration has been allocated to the fair value of assets acquired and liabilities assumed, based on an independent valuation report and management’s best estimates and taking into account all available information at the time these consolidated financial statements were prepared.  The allocation is still preliminary and is subject to change.

 

Unaudited Pro Forma Results

 

ASC Topic 805 requires supplemental information on a pro forma basis to disclose the results of operations for the interim period as though the business combination had been completed as of the beginning of the periods being reported.

 

The following table sets forth on a pro forma basis, the results of operations for McEwen Mining, had the acquisition of Minera Andes been completed on January 1, 2012 and 2011 (in thousands):

 

Nine months ended September 30, 2012

 

McEwen Mining

 

Minera Andes (a)

 

Combined

 

 

 

 

 

 

 

 

 

Revenue

 

$

15,215

 

$

4,979

 

$

20,194

 

Net (loss) income for the period

 

(40,578

)

3,498

 

(37,080

)

 

Nine months ended September 30, 2011

 

McEwen Mining

 

Minera Andes

 

Combined

 

 

 

 

 

 

 

 

 

Revenue

 

$

 

$

35,830

 

$

35,830

 

Net (loss) income for the period

 

(45,568

)

23,406

 

(22,162

)

 


(a)          Nine months ended September 30, 2012 represents the results of Minera Andes’ operations from January 1, 2012 through January 24, 2012, closing date of the acquisition. Beginning January 25, 2012, the results of Minera Andes’ operations are included in McEwen Mining’s consolidated financial statements.

 

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MCEWEN MINING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2012

 

NOTE 3   MARKETABLE EQUITY SECURITIES

 

These securities are valued at fair value.  Any resulting gain or loss is recorded to an unrealized gain and loss account (accumulated other comprehensive loss) that is reported as a separate line item in the shareholders’ equity section of the balance sheet.  The gains and losses on available-for-sale securities are not reported on the statement of operations until the securities are sold or are other-than-temporarily impaired.  During the second quarter of 2012, the Company did not intend to hold these securities for a period of time sufficient to allow for any anticipated recovery in fair value and consequently, the Company deemed most of its securities to be other-than-temporarily impaired and recorded an impairment of $2.0 million in the statement of operations and comprehensive loss for the period.    These securities were sold during the third quarter of 2012.

 

Changes in the Company’s holdings of marketable securities for the nine months ended September 30, 2012 and year ended December 31, 2011 are as follows (in thousands):

 

 

 

Nine Months Ended September 30,

 

Year Ended December 31,

 

 

 

2012

 

2011

 

Opening Balance

 

$

1,480

 

$

4,576

 

Purchases

 

 

284

 

Proceeds from sale

 

(409

)

(1,853

)

Gain on sale

 

 

19

 

Unrealized loss

 

(2

)

(1,546

)

Realized loss

 

(1,063

)

 

Ending Balance

 

$

6

 

$

1,480

 

 

NOTE 4   GOLD AND SILVER BULLION

 

The Company invested a portion of its cash in physical gold and silver bullion.  Below is the balance of its holdings of gold and silver as at September 30, 2012 and December 31, 2011.

 

 

 

September 30, 2012

 

December 31, 2011

 

 

 

Gold

 

Silver

 

Gold

 

Silver

 

 

 

(dollars in thousands, except ounces and per ounce)

 

# of ounces

 

793

 

24,969

 

5,656

 

552,812

 

Average cost per ounce

 

$

1,278.63

 

$

27.08

 

$

1,278.63

 

$

28.18

 

Total cost

 

$

1,014

 

$

676

 

$

7,232

 

$

15,578

 

Fair value per ounce

 

$

1,776.00

 

$

34.65

 

$

1,574.50

 

$

28.18

 

Total fair value

 

$

1,408

 

$

865

 

$

8,905

 

$

15,578

 

 

The fair value of gold and silver was based on the daily London P.M. fix as at September 30, 2012 and December 31, 2011.  Since ASC Topic 815 does not consider gold and silver to be readily convertible to cash, the Company carries these assets at the lower of cost or market.

 

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MCEWEN MINING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2012

 

NOTE 4   GOLD AND SILVER BULLION (Continued)

 

During the first nine months of 2012, the Company sold 4,863 ounces of gold and 527,843 ounces of silver with a cost of $6.2 million and $14.5 million, respectively.  Changes in the Company’s holdings of gold and silver for the nine months ended September 30, 2012 and year ended December 31, 2011 are as follows (in thousands):

 

 

 

Nine Months Ended September 30,
2012

 

Year Ended December 31,
2011

 

 

 

Gold

 

Silver

 

Total

 

Gold

 

Silver

 

Total

 

Opening Balance

 

$

7,232

 

$

15,578

 

$

22,810

 

$

4,569

 

$

 

$

4,569

 

Purchases

 

 

 

 

7,387

 

23,912

 

31,299

 

Proceeds from sale

 

(7,982

)

(15,854

)

(23,836

)

(6,218

)

(5,521

)

(11,739

)

Gain on sale

 

1,764

 

1,311

 

3,075

 

1,494

 

581

 

2,075

 

Unrealized loss

 

 

(359

)

(359

)

 

(3,394

)

(3,394

)

Ending Balance

 

$

1,014

 

$

676

 

$

1,690

 

$

7,232

 

$

15,578

 

$

22,810

 

 

NOTE 5   INVENTORIES

 

Inventories at September 30, 2012 and December 31, 2011 consist of the following:

 

 

 

September 30, 2012

 

December 31, 2011

 

Ore on leach pads

 

$

593

 

 

In-process inventory

 

1,050

 

 

Precious metals

 

31

 

 

Materials and supplies

 

1,109

 

139

 

Inventories

 

$

2,783

 

$

139

 

 

NOTE 6   MINERAL PROPERTY INTERESTS AND ASSET RETIREMENT OBLIGATIONS

 

At September 30, 2012, the Company holds mineral interests in Nevada, mineral rights in Argentina and mineral concession rights in Mexico, including the El Gallo complex.  The Magistral Mine is a former producing gold mine located within the El Gallo complex which has been held on a care and maintenance basis since 2005.  In August 2011, the Company announced that it would put this mine back into production as Phase 1 of mining operations at the El Gallo complex, and the Company had its first gold pour during September 2012.  The first gold pour produced 298 oz of gold and 129 oz of silver.  For accounting purposes, the Company has achieved commercial production in September 2012.

 

During the third quarter of 2012, the Company rationalized its mineral property interests in Nevada in order to focus its exploration program on more prospective areas.  As a result, the Company allowed certain claims from three of its Nevada properties in the Other United States Properties, Big Antelope Springs, Kent Springs and Buffalo Canyon, to lapse.  These mineral property interests in question were acquired in 2007 and had a carrying value of $2.9 million, which was written off during the third quarter, along with a resulting reduction in deferred tax liability and recovery of future income taxes of $1.0 million.  This resulted in a net write-off for the Company of $1.9 million which is included in the net loss for the nine months period ended September 30, 2012.

 

The Company increased its mineral property interests by $539.8 million, of which $541.7 million was due to the acquisition of Minera Andes as discussed in Note 2 above, to $785.3 million as at September 30, 2012 from $245.5 million at the end of 2011.  The values for the mineral properties from Argentina noted below are on a preliminary basis.

 

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MCEWEN MINING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2012

 

NOTE 6   MINERAL PROPERTY INTERESTS AND ASSET RETIREMENT OBLIGATIONS (Continued)

 

The following table summarizes all of the Company’s mineral property interests in Nevada, Argentina and Mexico (in thousands):

 

Name of Property/Complex

 

State/Province

 

Country

 

Carrying Value

 

Tonkin Complex

 

Nevada

 

United States

 

$

52,204

 

Gold Bar Complex

 

Nevada

 

United States

 

$

77,012

 

Limo Complex

 

Nevada

 

United States

 

$

50,098

 

Battle Mountain Complex

 

Nevada

 

United States

 

$

31,106

 

Other United States Properties

 

Nevada

 

United States

 

$

19,107

 

Los Azules Copper Project

 

San Juan

 

Argentina

 

$

431,190

 

Other Argentina Exploration Properties

 

San Juan

 

Argentina

 

$

7,819

 

Cerro Negro Region

 

Santa Cruz

 

Argentina

 

$

80,889

 

Other Argentina Exploration Properties

 

Santa Cruz

 

Argentina

 

$

19,194

 

Other Argentina Exploration Properties

 

Catamarca

 

Argentina

 

$

2,362

 

Other Argentina Exploration Properties

 

Chubut

 

Argentina

 

$

248

 

El Gallo Complex

 

Sinaloa

 

Mexico

 

$

9,469

 

Other Mexico Exploration Properties

 

Sinaloa

 

Mexico

 

$

4,580

 

Total

 

 

 

 

 

$

785,278

 

 

The Company is responsible for reclamation of certain past and future disturbances at its properties.  The two most significant properties subject to these obligations are the historic Tonkin property in Nevada and the Magistral mine portion of the El Gallo Complex in Mexico.  The current undiscounted estimate of the reclamation costs for existing disturbances on the Tonkin property to the degree required by the U.S. Bureau of Land Management (“BLM”) and the Nevada Department of Environmental Protection (“NDEP”) is $3.0 million.  The Company submitted a mine closure plan to the NDEP and BLM for the Tonkin property during the fourth quarter of 2010.  Based on the Company’s estimate, the change in its bonding requirements was insignificant.

 

As at September 30, 2012, the closure plan has already been approved by the NDEP but is still currently under review by the BLM.  It is possible that reclamation plan cost estimates and bonding requirements may increase as a result of its review.  The Company, however, is unable to meaningfully estimate possible increases at this time. The costs of undiscounted projected reclamation of El Gallo Phase 1 are currently estimated at $4.6 million.

 

For mineral properties in the United States, the Company maintains required reclamation bonding with various governmental agencies, and at September 30, 2012 and December 31, 2011, had cash bonding in place of $5.2 million.  Under Mexican regulations, surety bonding of projected reclamation costs is not required.

 

16



Table of Contents

 

MCEWEN MINING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2012

 

NOTE 6   MINERAL PROPERTY INTERESTS AND ASSET RETIREMENT OBLIGATIONS (Continued)

 

Changes in the Company’s asset retirement obligations for the nine months ended September 30, 2012 and year ended December 31, 2011 are as follows (in thousands):

 

 

 

Nine Months Ended

 

Year Ended

 

 

 

September 30,

 

December 31,

 

 

 

2012

 

2011

 

Asset retirement obligation liability- opening balance

 

$

6,253

 

$

6,153

 

Settlements

 

(24

)

(82

)

Accretion of liability

 

342

 

524

 

Adjustment reflecting updated estimates

 

(79

)

(342

)

Asset retirement obligation liability - ending balance

 

$

6,492

 

$

6,253

 

 

It is anticipated that the capitalized asset retirement costs will be charged to expense based on the units of production method commencing with gold and silver production at the Company’s properties, if any.  There was no amortization adjustment recorded during the three and nine months ended September 30, 2012 or the year ended December 31, 2011 related to the capitalized asset retirement cost since the properties were not in operation.  Reclamation expenditures are expected to be incurred between 2012 and 2040.  As at September 30, 2012, the current portion of the asset retirement obligation was $0.3 million (December 31, 2011 — $0.5 million).

 

NOTE 7   INVESTMENT IN MINERA SANTA CRUZ S.A. (“MSC”) — SAN JOSÉ MINE

 

As discussed above in Note 1, the Company acquired a 49% interest in MSC, owner and operator of the San José Silver-Gold Mine in Santa Cruz, Argentina.  The Company’s share of earnings and losses from its investment in MSC is included in the consolidated statement of operations and comprehensive loss and includes 49% of MSC’s net income of $12.9 million and $18.5 million for the three months ended and period ended September 30, 2012, respectively.  Since the acquisition closed on January 24, 2012, MSC reported to the Company only its net income from January 25, 2012 to September 30, 2012.

 

Based on the preliminary purchase price allocation, the investment in MSC was originally attributed with an estimated fair value of $225.0 million during the first and second quarter of 2012.  During the third quarter of 2012, the preliminary purchase price allocation was adjusted and increased the estimated fair value of the investment in MSC to $261.2 million.  The adjustment affected the composition of the fair value allocation to MSC’s assets, resulting in a reduction in amortization reported for the first and second quarter of 2012.  Below is a reconciliation of the adjustment for the first and second quarter of 2012.

 

 

 

For three months ended

 

For three months ended

 

For the six months ended

 

 

 

March 31, 2012

 

June 30, 2012

 

June 30, 2012

 

 

 

(in thousands)

 

Amortization of fair value increments, as reported

 

$

2,804

 

$

1,803

 

$

4,607

 

Adjustment

 

(1,914

)

(544

)

(2,458

)

Amortization of fair value increments, as adjusted

 

$

890

 

$

1,259

 

$

2,149

 

 

 

 

 

 

 

 

 

Net loss, as reported

 

$

(19,202

)

$

(21,251

)

$

(40,453

)

Adjustment

 

1,914

 

544

 

2,458

 

Net loss, as adjusted

 

$

(17,288

)

$

(20,707

)

$

(37,995

)

 

17



Table of Contents

 

MCEWEN MINING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2012

 

NOTE 7   INVESTMENT IN MINERA SANTA CRUZ S.A. (“MSC”) — SAN JOSÉ MINE (Continued)

 

The change in the Company’s investment in MSC during the period ended September 30, 2012 is summarized as follows:

 

 

 

As at

 

 

 

 

 

 

September 30, 2012

 

 

 

 

 

 

(in thousands)

 

 

 

 

Investment in MSC, beginning of period

 

$

 

 

 

 

Fair value of investment in MSC from acquisition of Minera Andes

 

261,186

 

 

 

 

Income from equity investment

 

18,505

 

 

 

 

Amortization of fair value increments

 

(3,746

)

 

 

 

Dividends

 

(4,765

)

 

 

 

Investment in MSC, end of period

 

$

271,180

 

 

 

 

 

 

 

Three Months Ended

 

Period Ended

 

 

 

September 30, 2012

 

September 30, 2012

 

 

 

(in thousands)

 

(in thousands)

 

Summary of MSC’s financial information from operations

 

 

 

 

 

Sales - MSC 100%

 

$

116,299

 

$

212,902

 

Net income - MSC 100%

 

26,343

 

37,765

 

McEwen Mining’s portion - 49%

 

12,908

 

18,505

 

Income on investment in MSC

 

$

12,908

 

$

18,505

 

Amortization of fair value increments

 

(1,597

)

(3,746

)

Income on investment in MSC, net of amortization

 

$

11,311

 

$

14,759

 

 

As at September 30, 2012, MSC had current assets of $151.7 million, total assets of $839.8 million, current liabilities of $99.4 million and total liabilities of $303.0 million.  These balances include the increase in fair value and amortization of the fair value increments arising from the preliminary purchase price allocation.

 

On July 30, 2012, the Company received a dividend from MSC of 9.8 million Argentine pesos ($2.2 million).

 

On September 28, 2012, MSC declared a dividend of 25.0 million Argentine pesos ($5.3 million), of which 12.25 million Argentine pesos ($2.6 million) was payable to the Company, and was subsequently received on October 4, 2012.

 

NOTE 8   PROPERTY AND EQUIPMENT

 

At September 30, 2012 and December 31, 2011, property and equipment consisted of the following (in thousands):

 

 

 

September 30, 2012

 

December 31, 2011

 

Trucks and trailers

 

$

1,417

 

$

1,247

 

Office furniture and equipment

 

1,054

 

638

 

Drill rigs

 

1,869

 

998

 

Building

 

1,469

 

853

 

Land

 

8,669

 

8,619

 

Mining equipment

 

1,026

 

956

 

Inactive milling equipment

 

644

 

778

 

Subtotal

 

$

16,148

 

$

14,089

 

Less: accumulated depreciation

 

(2,665

)

(2,317

)

Total

 

$

13,483

 

$

11,772

 

 

18



Table of Contents

 

MCEWEN MINING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2012

 

NOTE 8   PROPERTY AND EQUIPMENT (Continued)

 

As a result of the acquisition of Minera Andes, the Company increased its net property and equipment by $1.6 million during the first quarter of 2012.  In addition, during the first quarter of 2012, the Company invested an additional $1.0 million in drill rigs in Argentina.

 

During the second quarter of 2012, the Company made a decision to sell four drill rigs, which were purchased during the first quarter of 2012, and their related accessories, with a net realizable value of $1.8 million, net of impairment of $0.2 million, from its operations in Argentina since they no longer met the Company’s needs.  During the third quarter of 2012, these assets were sold for proceeds of $1.8 million.

 

During 2012, the Company also sold some of its inactive milling equipment, mobile homes and vehicles from its Tonkin property in Nevada, with a net book value of $0.1 million for net proceeds of $1.4 million.

 

NOTE 9   SHAREHOLDERS’ EQUITY

 

At the special meeting on January 19, 2012, the shareholders of the Company approved the Second Amended and Restated Articles of Incorporation which, among other things, increased the authorized capital of the Company to 500,000,000 shares of common stock, and added one share of Series B Special Voting Preferred Stock.

 

As discussed in Note 2 above, on January 24, 2012, the Company issued 127.3 million 2012-Exchangeable Shares in connection with the acquisition of Minera Andes.

 

During the nine months ended September 30, 2012, 51.6 million exchangeable shares were converted into common stock, of which 48.4 million were related to the 2012-Exchangeable Shares.  At September 30, 2012, total outstanding exchangeable shares not exchanged totaled 78.9 million.

 

On March 26, 2012, the Company announced that its subsidiary, US Gold Canadian Acquisition Corporation, had established a redemption date of May 30, 2012, in respect of all of its outstanding exchangeable shares relating to the acquisitions from 2007 (“2007-Exchangeable Shares”).  As of May 30, 2012, 2.5 million of the remaining 2007-Exchangeable Shares were redeemed for issuance of 2.5 million shares of common stock and there were nil outstanding as at September 30, 2012.

 

During the nine months ended September 30, 2012, the Company issued 1.3 million shares of common stock upon exercise of stock options under the Equity Incentive Plan as well as for exercise of stock options assumed by the Company in the acquisition of Minera Andes, at exercise prices ranging from $0.91 to $3.35 per share for proceeds of $3.6 million.  During the same period, the Company issued 83,000 shares of common stock as part payment for mining concessions in Mexico.

 

NOTE 10   STOCK-BASED COMPENSATION

 

On January 19, 2012, at a special meeting of shareholders, the Company’s shareholders approved amendments to the Equity Incentive Plan to, among other things, increase the number of shares of common stock reserved for issuance thereunder from 9 million to 13.5 million shares.

 

During the first nine months of 2012, the Company granted 0.3 million of stock options to the Company’s Chief Operating Officer, as part of his employment contract, at an exercise price of $5.80 per share.  During the same period in 2011, the Company granted stock options to certain employees, directors and consultants for an aggregate of 0.9 million shares of common stock at an exercise price of $7.10 per share.  The options vest equally over a three year period if the individual remains affiliated with the Company (subject to acceleration of vesting in certain events) and are exercisable for a period of 10 years from the date of issue.

 

19



Table of Contents

 

MCEWEN MINING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2012

 

NOTE 10   STOCK-BASED COMPENSATION (Continued)

 

The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model.  During the three and nine months ended September 30, 2012, the Company recorded stock option expense of $0.7 million and $2.8 million, respectively.  The stock option expense reported during the three and nine months ended September 30, 2012 also included $0.1 million and $1.1 million, respectively, resulting from stock options assumed by the Company in the acquisition of Minera Andes.

 

During the three and nine months ended September 30, 2011, the Company recorded stock option expense of $0.7 million and $1.9 million, respectively.

 

The principal assumptions used in applying the Black-Scholes option pricing model for the awards for the three and nine months ended September 30, 2012 and 2011 were as follows:

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30, 2012

 

September 30, 2011

 

September 30, 2012

 

September 30, 2011

 

Risk-free interest rate

 

 

 

0.97%

 

1.82% to 2.33%

 

Dividend yield

 

 

 

n/a

 

n/a

 

Volatility factor of the expected market price of common stock

 

 

 

75%

 

90% to 100%

 

Weighted-average expected life of option

 

 

 

6.0 years

 

6.6 years

 

Weighted-average grant date fair value

 

 

 

$3.80

 

$4.97

 

 

The following tables summarize information about stock options outstanding and exercisable at September 30, 2012 for the Company’s Option Plan, the replacement options from the acquisition of Nevada Pacific Gold Ltd. in 2007, and the replacement options from the acquisition of Minera Andes in 2012. C$ refers to Canadian dollars.

 

McEwen Mining

 

 

 

Options Outstanding

 

Options Exercisable

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

Weighted

 

 

 

 

 

Weighted

 

Average

 

 

 

Weighted

 

Average

 

 

 

 

 

Average

 

Remaining

 

 

 

Average

 

Remaining

 

Range of

 

Number

 

Exercise

 

Contractual

 

Number

 

Exercise

 

Contractual

 

Exercise Price

 

Outstanding

 

Price

 

Life (Years)

 

Exercisable

 

Price

 

Life (Years)

 

$0.00-$2.00

 

1,339,000

 

$

1.05

 

6.19

 

1,339,000

 

$

1.05

 

6.19

 

$2.01-$4.00

 

1,030,800

 

$

2.57

 

6.05

 

827,467

 

$

2.59

 

5.73

 

$4.01-$6.00

 

366,500

 

$

5.66

 

8.49

 

66,500

 

$

5.01

 

4.70

 

$6.01-$8.31

 

886,333

 

$

7.17

 

8.19

 

331,664

 

$

7.28

 

7.74

 

 

Nevada Pacific Gold Ltd.

 

 

 

Options Outstanding

 

Options Exercisable

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

Weighted

 

 

 

 

 

Weighted

 

Average

 

 

 

Weighted

 

Average

 

 

 

 

 

Average

 

Remaining

 

 

 

Average

 

Remaining

 

Range of

 

Number

 

Exercise

 

Contractual

 

Number

 

Exercise

 

Contractual

 

Exercise Price

 

Outstanding

 

Price

 

Life (Years)

 

Exercisable

 

Price

 

Life (Years)

 

C$0.00-C$5.00

 

271,543

 

C$

4.54

 

3.51

 

271,543

 

C$

4.54

 

3.51

 

C$5.01-C$6.70

 

123,050

 

C$

5.96

 

2.26

 

123,050

 

C$

5.96

 

2.26

 

 

20



Table of Contents

 

MCEWEN MINING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2012

 

NOTE 10   STOCK-BASED COMPENSATION (Continued)

 

Minera Andes

 

 

 

Options Outstanding

 

Options Exercisable

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

Weighted

 

 

 

 

 

Weighted

 

Average

 

 

 

Weighted

 

Average

 

 

 

 

 

Average

 

Remaining

 

 

 

Average

 

Remaining

 

Range of

 

Number

 

Exercise

 

Contractual

 

Number

 

Exercise

 

Contractual

 

Exercise Price

 

Outstanding

 

Price

 

Life (Years)

 

Exercisable

 

Price

 

Life (Years)

 

C$0.00-C$2.22

 

220,500

 

C$

1.67

 

1.33

 

220,500

 

C$

1.67

 

1.33

 

C$2.23-C$3.02

 

525,150

 

C$

2.40

 

2.31

 

377,101

 

C$

2.45

 

2.19

 

 

NOTE 11   RELATED PARTY TRANSACTIONS

 

Since the second quarter of 2010, an aircraft owned and operated by Lexam L.P. (of which Mr. McEwen is a limited partner and beneficiary) has been made available to the Company in order to expedite business travel. In his role as Chairman and Chief Executive Officer of the Company, Mr. McEwen must travel extensively and frequently on short notice.

 

Mr. McEwen is able to charter the aircraft from Lexam L.P. at a preferential rate. The Company’s independent board members have approved a policy whereby only the variable expenses of operating this aircraft for business related travel are eligible for reimbursement by the Company.  The hourly amount that the Company has agreed to reimburse Lexam L.P. is under half the full cost per hour of operating the aircraft or equivalent hourly charter cost and in any event less than even Mr. McEwen’s preferential charter rate. Where possible, trips also include other company personnel, both executives and non-executives, to maximize efficiency.

 

For the three and nine months ended September 30, 2012, the Company incurred and paid $14,809 (2011 - $0) and $218,528 (2011 - $60,477), respectively, to Lexam L.P. for the use of this aircraft.

 

Ending in 2011, the Company had a management services agreement (“Services Agreement”) with 2083089 Ontario Inc. (“208”) pursuant to which the Company agreed to reimburse 208 for rent, personnel, office expenses and other administrative services on a cost recovery basis.  208 is owned by Robert McEwen, the Chairman and Chief Executive Officer of the Company and beneficial owner of more than 5% of its voting securities.  Mr. McEwen is also the Chief Executive Officer and Director of 208.   Effective January 2012, the Company no longer required the services agreement with 208 as those costs are now paid directly by the Company.  During the three and nine months ended September 30, 2011, the Company incurred and paid $18,134 and $73,628, respectively under the agreement.

 

Each of the above agreements were approved or ratified by the independent members of the Company’s Board of Directors.

 

21



Table of Contents

 

MCEWEN MINING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2012

 

NOTE 12   OPERATING SEGMENT REPORTING

 

McEwen Mining is engaged in the exploration for and production of precious metals in the U.S., Mexico and Argentina. The Company identifies its reportable segments as those consolidated operations that are currently engaged in the exploration for and production of precious metals.  Operations not actively engaged in the exploration for, or production of precious metals, are aggregated at the corporate level for segment reporting purposes.

 

 

 

 

 

 

 

 

 

Corporate &

 

 

 

 

 

Argentina

 

Mexico

 

U.S.

 

Other

 

Total

 

 

 

(in thousands)

 

For the three months ended September 30, 2012

 

 

 

 

 

 

 

 

 

 

 

Income on investment in Minera Santa Cruz S.A. (net of amortization)

 

$

11,311

 

$

 

$

 

$

 

$

11,311

 

Gold and silver sales

 

 

456

 

 

 

456

 

Production costs applicable to sales

 

 

119

 

 

 

119

 

Exploration costs

 

1,539

 

3,847

 

999

 

323

 

6,708

 

Mine construction costs

 

 

4,671

 

 

 

4,671

 

Mine development and operating costs

 

 

2,406

 

 

 

2,406

 

Operating income (loss)

 

9,200

 

(12,650

)

(4,234

)

(2,870

)

(10,554

)

For the nine months ended September 30, 2012

 

 

 

 

 

 

 

 

 

 

 

Income on investment in Minera Santa Cruz S.A. (net of amortization)

 

$

14,759

 

$

 

$

 

$

 

$

14,759

 

Gold and silver sales

 

 

456

 

 

 

456

 

Production costs applicable to sales

 

 

119

 

 

 

119

 

Exploration costs

 

11,369

 

12,394

 

3,905

 

897

 

28,565

 

Mine construction costs

 

 

13,306

 

 

 

13,306

 

Mine development and operating costs

 

 

8,622

 

 

 

8,622

 

Operating income (loss)

 

1,231

 

(38,733

)

(7,864

)

(11,451

)

(56,817

)

As at September 30, 2012

 

 

 

 

 

 

 

 

 

 

 

Investment in Minera Santa Cruz S.A.

 

$

271,180

 

$

 

$

 

$

 

$

271,180

 

Mineral property interests

 

541,702

 

14,050

 

229,526

 

 

785,278

 

Total assets

 

831,129

 

42,717

 

234,804

 

2,555

 

1,111,205

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate &

 

 

 

 

 

Argentina

 

Mexico

 

U.S.

 

Other

 

Total

 

 

 

(in thousands)

 

For the three months ended September 30, 2011

 

 

 

 

 

 

 

 

 

 

 

Exploration costs

 

 

$

10,822

 

$

4,114

 

$

179

 

$

15,115

 

Operating loss

 

 

(12,196

)

(5,736

)

(3,307

)

(21,239

)

For the nine months ended September 30, 2011

 

 

 

 

 

 

 

 

 

 

 

Exploration costs

 

 

$

22,846

 

$

9,066

 

$

738

 

$

32,650

 

Operating loss

 

 

(25,728

)

(11,710

)

(6,686

)

(44,124

)

As at December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

Mineral property interests

 

 

$

12,750

 

$

232,704

 

$

 

$

245,454

 

Total assets

 

 

33,899

 

238,402

 

38,054

 

310,355

 

 

NOTE 13   FAIR VALUE ACCOUNTING

 

Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy are described below:

 

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

 

Level 2

Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

 

 

Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

22



Table of Contents

 

MCEWEN MINING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2012

 

NOTE 13   FAIR VALUE ACCOUNTING (Continued)

 

The following table identifies certain of the Company’s assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy.  As required by accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

 

 

Fair Value as at September 30, 2012

 

 

 

Total

 

Level 1

 

Level 2

 

Level 3

 

 

 

(in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

18,520

 

$

18,520

 

$

 

$

 

Marketable equity securities

 

6

 

6

 

 

 

 

 

$

18,526

 

$

18,526

 

$

 

$

 

Liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

7,181

 

$

 

$

7,181

 

$

 

 

 

 

Fair Value as at December 31, 2011

 

 

 

Total

 

Level 1

 

Level 2

 

Level 3

 

 

 

(in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

13,416

 

$

13,416

 

$

 

$

 

Short-term investments

 

3,933

 

3,933

 

 

 

Marketable equity securities

 

1,480

 

897

 

583

 

 

 

 

$

18,829

 

$

18,246

 

$

583

 

$

 

Liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

5,612

 

$

 

$

5,612

 

$

 

 

The Company’s cash and cash equivalents is classified within Level 1 of the fair value hierarchy because it is valued using quoted market prices.  The fair value of this balance approximates the carrying amounts due to its short-term nature and historically negligible credit losses.  The cash equivalent instruments that are valued based on quoted market prices in active markets are primarily money market securities.

 

The Company’s marketable equity securities which were exchange traded are valued using quoted market prices in active markets and as such are classified within Level 1 of the fair value hierarchy.  The fair value of the marketable equity securities is calculated as the quoted market price of the marketable equity security multiplied by the quantity of shares formerly held by the Company.  The other portion of the Company’s marketable equity securities, which were comprised of share purchase warrants not listed on a public exchange, are valued using option pricing models.  Valuation models require a variety of inputs, including strike price, contractual terms, market prices, measures of volatility and interest rate.  Because the inputs are derived from observable market data, the other portion of the marketable equity securities is classified within Level 2 of the fair value hierarchy.

 

The fair value of accounts payable and accrued liabilities approximates the carrying amounts due to their short-term nature.

 

NOTE 14   COMPARATIVE FIGURES

 

Certain prior year information was reclassified to conform with the current year’s presentation.

 

23



Table of Contents

 

MCEWEN MINING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2012

 

NOTE 15   SUBSEQUENT EVENT

 

On October 29, 2012, the Company announced the launch of a transferrable rights offerings backstopped by Mr. McEwen, the Company’s Chairman and CEO, in which all existing holders of common stock of McEwen Mining and existing holders of the 2012-Exchangeable Shares have the opportunity to participate on an equal and proportional basis in purchasing additional Common Shares or 2012-Exchangeable Shares at a price of $2.25 (or C$2.24) per share, which represents a 50% discount to the closing share price prior to the announcement.  Shareholders will receive one right for each Common Share or 2012-Exchangeable Share and 10 rights are needed to purchase an additional share of the same class.  The Company will raise approximately $60 million in gross proceeds with this transaction.  The record date for shareholders of the Company to receive rights is November 8, 2012 and the rights will expire on December 4, 2012.  In the interim period, the rights on the Common Shares will trade publicly on the NYSE and TSX and the rights on the 2012-Exchangeable Shares will trade on the TSX.

 

24



Table of Contents

 

Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

In the following discussion, “McEwen Mining”, “we”, “our”, and “us” refers to McEwen Mining Inc. and as the context requires, its consolidated subsidiaries.

 

The following discussion updates our plan of operation as of November 6, 2012 for the foreseeable future. It also analyzes our financial condition at September 30, 2012 and compares it to our financial condition at December 31, 2011.  Finally, the discussion analyzes our results of our operations for the three and nine months ended September 30, 2012 and compares those results to the three and nine months ended September 30, 2011.  We suggest that you read this discussion in connection with the MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS contained in our annual report on Form 10-K for the year ended December 31, 2011.

 

Reliability of Information: Minera Santa Cruz S.A., the owner of the San José Mine, is responsible for and has supplied to us all reported results from the San José Mine.  The technical information contained herein is, with few exceptions as noted, based entirely on information provided to us by Minera Santa Cruz S.A. (“MSC”).  Our joint venture partner, a subsidiary of Hochschild Mining plc, and its affiliates other than MSC do not accept responsibility for the use of project data or the adequacy or accuracy of this document.  As we are not the operator of the San José Mine, there can be no assurance that production information reported to us by MSC is accurate, we have not independently verified such information and readers are therefore cautioned regarding the extent to which they should rely upon such information.

 

Overview

 

Business

 

McEwen Mining Inc. was organized under the laws of the State of Colorado on July 24, 1979.  Since inception, the Company has been engaged in the exploration for, development of, production and sale of gold and silver.  On January 24, 2012, we changed our name from US Gold Corporation to McEwen Mining Inc. after the completion of the acquisition, by way of a statutory plan of arrangement pursuant to the laws of the Province of Alberta, Canada, of Minera Andes Inc. (“Minera Andes”).   Our principal assets consists of our 49% interest in the San José Mine in Santa Cruz, Argentina; the El Gallo Complex in Sinaloa, Mexico; the Gold Bar Project in Nevada, United States; the Los Azules Project in San Juan, Argentina, and a large portfolio of exploration properties in Argentina, Nevada and Mexico.

 

In this report, Au represents gold, Ag represents silver, oz represents ounce, opt represents troy ounces per short ton, gpt represents grams per metric tonne, ft. represents feet, m represents meters, km represents kilometer, and sq. represents square.  All of our financial information is reported in United States (“U.S.”) dollars, unless otherwise noted.

 

Development and Exploration Activities

 

El Gallo Complex, Mexico

 

During the third quarter of 2012, construction at El Gallo Phase 1 was completed. On September 24, 2012, we announced that the first gold pour had been achieved.  Based on our progress in commissioning the mine, we expect to achieve commercial production for operational purposes, defined as sustaining an average of 80% or higher of design capacity across mining, crushing and processing processes over a 30 day period, in late 2012.  Phase 1 consists of a 3,000 tonne per day, three-stage crushing plant, Adsorption-Desorption-Recovery (“ADR”) process plant, a heap leach pad, and related infrastructure for mining and processing.  Total capital costs to construct Phase 1 equaled $13.5 million. During the third quarter of 2012, a total of 133,321 tonnes at a grade of 1.34 gpt gold was crushed and delivered to the heap leach pad. A further 124,145 tonnes at a grade of 1.26 gpt gold remained in stockpile. Approximately 2.2 million tonnes of waste and overburden has been mined during the quarter. The majority of this waste was mined in order to access the deeper La Prieta zone.

 

On September 10, 2012, we announced the results of a feasibility study for El Gallo Phase 2, although it is not compliant with SEC Guide 7.  The study outlined 11.7 million tonnes of mineralized material at an average grade of 101.3 gpt of silver that could be extracted over an approximate 6.5 year mine life. Phase 2 will consist of an open-pit mine utilizing

 

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conventional crushing and milling, followed by whole ore leaching and a Merrill Crowe recovery process.

 

During the first nine months of 2012, 102,082 ft. (31,113 m) of diamond drilling was completed at the El Gallo Complex.  During the third quarter of 2012 the focus was on increasing the size of the known mineralization within the Phase 1 mine area.  During the remainder of 2012, drilling will focus on continued exploration and increasing the confidence associated with the mineralization at a number of deposits that are currently outside of the present mine plan.

 

We have spent $12.4 million on exploration within Mexico during 2012.  We expect to spend an additional $2.5 million during the fourth quarter of 2012.  This amount has been increased from the beginning of the year due to ongoing exploration success.

 

El Gallo Phase 2 construction permits will be submitted during the first quarter of 2013. We expect to receive all necessary approvals for construction by the third quarter of 2013.

 

Gold Bar Project, Nevada

 

During the third quarter of 2012, baseline studies for the summer season were completed in support of the U.S. Bureau of Land Management (“BLM”) and State of Nevada permitting required for mine development and construction.

 

We expect to continue to advance the Gold Bar Project through the permitting process during 2012 with a goal of putting the project into production.  This will involve environmental baseline data review with expected Plan of Operations permit application and submittal in the first quarter of 2013. Sites for constructing test wells for water supply were located and will be constructed for pump testing in the fourth quarter of 2012, weather permitting.  All resource survey reports will be reviewed internally, and then submitted to BLM for comment.

 

Exploration drilling is expected to take place at Limo and other areas in Nevada, as warranted.  Further reconnaissance sampling and mapping will continue on our other Nevada properties.  The exploration budget for Nevada for 2012 is approximately $4 million, of which $3.3 million has been spent during the first nine months of 2012.

 

Los Azules Copper Project, Argentina

 

In June 2012, we announced an updated resource estimate on the Los Azules Copper project which incorporated approximately 26,576 ft (8,100 m) of drilling from the 2010-2011 and 2011-2012 drilling seasons.  This updated resource estimate showed that drilling has increased both the level of confidence associated with the mineralization and the estimated amount of the mineralized material.

 

During the first half of 2012, drilling at the project was slow due to difficult ground conditions and equipment problems.  A total of 9,301 ft. (2,835 m) was drilled during the field season in eight holes, which ran from early January to late April and fell short of the 26,247 ft. (8,000 m) originally planned.  Although significant intercepts of copper mineralization were encountered (summarized in our May 10, 2012 press release), most of the drill holes started were unable to reach their target depth due to difficult ground conditions.

 

In order to address the problems encountered during this past drilling season at Los Azules, we signed contracts with two drilling companies to provide us with a total of five core drills and one rotary drill for the upcoming 2012-2013 drill season which are considerably more powerful than the ones used this past season.  We opened the site in September 2012 and commenced drilling in October 2012.  The current drilling season is expected to end in April 2013.

 

The drilling efforts are expected to primarily target new areas of mineralization, especially to the southwest side of the known deposit where we are targeting geophysical anomalies detected during geophysical surveys completed by Minera Andes in 2010.

 

During the nine months ended September 30, 2012, we spent $7.4 million in exploration at Los Azules.  We have budgeted $5 million towards exploration at the Los Azules Project during the fourth quarter of 2012.  We plan to drill a total of 49,215 ft. (15,000 m) over the current drilling season. The budget for the entire 2012-2013 drilling season is estimated to be $16 million.

 

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Santa Cruz Exploration, Argentina

 

During the first half of 2012, a total of 36,583 ft. (11,150 m) of percussion drilling was completed on our Celestina project. Exploration work ceased towards the end of May 2012 with the onset of Argentinian winter.

 

In September 2012, we received the drill permits for the Telkin project, one of our 100% owned claim package adjacent to the San José Mine.  We expect that drilling with a reverse-circulation drill rig will commence during the fourth quarter of 2012, with initial plans to drill approximately 8,201 ft. (2,500 m).

 

We are continuing with our review of our 100% owned properties in the province of Santa Cruz, Argentina with extensive sampling and mapping taking place, along with selective drilling of prospective targets.  We have budgeted $4.5 million towards exploration in Santa Cruz for 2012, of which $3.6 million was spent during the first nine months of 2012.

 

Corporate Development Activities

 

Rights Offerings

 

On October 29, 2012, we announced the launch of a transferrable rights offerings backstopped by Mr. McEwen, our Chairman and CEO, in which all existing holders of common stock of McEwen Mining and existing holders of the 2012-Exchangeable Shares have the opportunity to participate on an equal and proportional basis in purchasing additional Common Shares or 2012-Exchangeable Shares at a price of $2.25 (or C$2.24) per share, which represents a 50% discount to the closing share price prior to the announcement.  Shareholders will receive one right for each Common Share or 2012-Exchangeable Share and 10 rights are needed to purchase an additional share of the same class.  We will raise approximately $60 million in gross proceeds with this transaction.  The record date for shareholders to receive rights is November 8, 2012 and the rights will expire on December 4, 2012.  In the interim period, the rights on the Common Shares will trade publicly on the NYSE and TSX and the rights on the 2012-Exchangeable Shares will trade on the TSX.

 

Business Acquisition

 

On January 24, 2012, we completed the acquisition of Minera Andes (“Arrangement”) through a court-approved plan of arrangement under Alberta, Canada law, under which Minera Andes, a Canadian company, became an indirect wholly-owned subsidiary of McEwen Mining.

 

Our management and Board of Directors believes that the combination with Minera Andes is in the best interests of our company and our shareholders because the combined company is expected to have a stronger combined cash position and balance sheet, sources of revenue, active mining operations, enhanced trading liquidity, a significant growth profile, industry leading costs, an expanded exploration program and additional technical expertise.

 

On the closing date of the Arrangement, holders of Minera Andes’ common stock received a number of exchangeable shares of McEwen Mining Minera Andes Acquisition Corporation (“2012-Exchangeable Shares”), an indirect wholly-owned Canadian subsidiary of McEwen Mining, equal to the number of Minera Andes shares, multiplied by the exchange ratio of 0.45.  In the aggregate, former Minera Andes shareholders received 127,331,498 2012-Exchangeable Shares.  Our common stock began trading on the NYSE and TSX under the symbol “MUX” and the 2012-Exchangeable Shares began trading on the TSX under the symbol “MAQ” on January 27, 2012.

 

In June 2011, Robert R. McEwen, our Chairman, President, Chief Executive Officer and largest shareholder and then also the Chairman, President, Chief Executive Officer and largest shareholder of Minera Andes, proposed the Arrangement.  In connection with the Arrangement, Mr. McEwen received approximately 38.7 million 2012 Exchangeable Shares.  Mr. McEwen owns approximately 25.1% of the shares of the Company.

 

As a result of the Arrangement and on the date of closing, the combined company was held approximately 52% by existing McEwen Mining shareholders and 48% by former Minera Andes shareholders. On a diluted basis, the combined company was held approximately 53% by then-existing McEwen Mining shareholders and 47% by former Minera Andes shareholders.

 

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The 2012-Exchangeable Shares are exchangeable for our common stock on a one-for-one basis.  Option holders of Minera Andes received replacement options entitling them to receive, upon exercise, shares of our common stock, reflecting the exchange ratio of 0.45 with the appropriate adjustment of the exercise price per share.  The option life and vesting period of the replacement options has not changed from the option life granted under the Minera Andes option plan.

 

The estimated fair value of the vested portion of the replacement options of $3.2 million have been included as part of the purchase price consideration at their fair values based on the Black-Scholes pricing model as illustrated below.

 

The principal assumptions used in applying the Black-Scholes option pricing model were as follows:

 

 

 

January 24, 2012

Risk-free interest rate

 

0.02% to 0.39%

Dividend yield

 

n/a

Volatility factor of the expected market price of common stock

 

46% to 77%

Weighted-average expected life of option

 

1.4 years

 

The acquisition has been accounted for using the acquisition method in accordance with ASC Topic 805, Business Combinations, with McEwen Mining being identified as the acquirer.  The measurement of the purchase consideration was based on the market price of our common stock on January 24, 2012, which was $5.22 per share.  The total purchase price, including the fair value of the options, amounted to $667.8 million.  The total transaction costs incurred through September 30, 2012 by us was $5.3 million, of which $3.9 million was reported in the year ended December 31, 2011 in general and administrative expenses, and $1.4 million for the nine months ended September 30, 2012 in acquisition costs in the consolidated statements of operations and comprehensive loss.

 

The allocation of the purchase price on a preliminary basis, based on the estimated fair value of assets acquired and liabilities assumed on January 24, 2012, is summarized in the following table (in thousands).

 

 

 

Fair Value

 

Purchase price:

 

 

 

Exchangeable shares of McEwen Mining Minera Andes Acquisition Corp

 

$

664,671

 

Stock options to be exchanged for options of McEwen Mining

 

3,175

 

 

 

$

667,846

 

 

 

 

 

Net assets acquired:

 

 

 

Cash and cash equivalents

 

$

31,385

 

Short-term investments

 

4,952

 

Other current assets

 

9,828

 

Inventories

 

1,362

 

Mineral property interests

 

541,702

 

Investment in Minera Santa Cruz S.A.

 

261,186

 

Equipment

 

1,647

 

Accounts payable

 

(5,323

)

Deferred income tax liability

 

(178,893

)