Table of Contents

Andes”) in January 2012. The Exchangeable Shares have substantially the same economic and voting rights as our common stock.

vote. Each share of common stock is entitled to one vote.vote on each matter properly brought before the annual meeting.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

If your shares are registered in your name with our transfer agent, Computershare, you are the “shareholder of record” of those shares. The one shareNotice of Series B Special Voting Preferred Stock is entitledAnnual Meeting of shareholders and this proxy statement and any accompanying materials have been provided directly to an aggregate numberyou by us.

If your shares are held in a stock brokerage account or by a bank or other holder of votes equalrecord, you are considered the “beneficial owner” of those shares, and the Notice of Annual Meeting of shareholders and this proxy statement and any accompanying documents have been provided to you by your broker, bank or other holder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the Internet.

How do I vote?

You may vote using any of the following methods:

·By Internet: If you are a shareholder of record, you can vote over the Internet at www.envisionreports.com/MUX by following the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card.

·By Telephone: If you are a shareholder of record, you can vote over the telephone by calling 1-800-652-8683 and following the directions.

·By Mail: If you have requested or received a proxy or voting instruction card by mail, you can vote by completing, signing and dating the proxy or voting instruction card and returning it in the prepaid envelope. If you are a shareholder of record and return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by your proxy card as recommended by the Board of Directors.

·At the Annual Meeting: Shareholders who attend the annual meeting may vote in person at the annual meeting. You may also be represented by another person at the annual meeting by executing a proper proxy designating that person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the numberinspector of Exchangeable Shares issued and outstanding as of the record date which are not owned by the Company or its affiliates. Any shares held by the Company or its affiliates are not entitledelection with your ballot to be able to vote at the annual meeting.

Internet and telephone voting facilities for shareholders of record will be available 24 hours a day until 1:00 a.m., Eastern Time, on May 23, 2019. The holdersavailability of Internet and telephone voting for beneficial owners will depend on the voting processes of your broker, bank or other holder of record. We therefore recommend that you follow the voting instructions in the materials you receive. If you vote by Internet or telephone, you do not have to return your proxy or voting instruction card.

Your vote is important. You can save us the expense of a second mailing by voting promptly.

What can I do if I change my mind after I vote?

Submitting your proxy over the Internet, by telephone or by executing and returning a printed proxy card will not affect your right to attend the annual meeting and to vote in person. The presence at the annual meeting of a shareholder who has submitted a proxy does not in itself revoke a proxy. If you are a shareholder of record, you can revoke your proxy before it is exercised by:

·                  giving written notice to the Corporate Secretary of the common stock andCompany before the holder of the Series B Special Voting Preferred Stock vote together as a single class.is counted;

On April 11, 2016, there were·                  delivering a totalvalid, later-dated proxy, or a later-dated vote by telephone or on the Internet, in a timely manner; or

·                  voting by ballot at the annual meeting.

If you are a beneficial owner of 277,027,128shares, you may submit new voting instructions by contacting your broker, bank or other holder of record.

What is “householding” and how does it affect me?

When multiple shareholders have the same address, the SEC permits companies and intermediaries to deliver a single copy of certain proxy materials and the Notice of Internet Availability of Proxy Materials to them. This process is commonly referred to as “householding.” We do not participate in householding, but some brokers may for shareholders who do not take electronic delivery of proxy materials. If your shares are held in a brokerage account and you have received notice from your broker that it will send one copy of the Notice or proxy materials to your address, householding will continue until you are notified otherwise or instruct your broker otherwise.

If, at any time, you would prefer to receive a separate copy of the Notice or proxy materials, or if you share an address with another shareholder and receive multiple copies but would prefer to receive a single copy, please notify your broker. We will promptly deliver to a shareholder who received one copy of the Notice or proxy materials as a result of householding a separate copy upon the shareholder’s written or oral request directed to our investor relations department at (647) 258-0395 ext. 320 or McEwen Mining Inc., 150 King Street West, Suite 2800, Toronto, Ontario, Canada M5H 1J9. Please note, however, that if you wish to receive a paper proxy card or other proxy materials for purposes of this year’s annual meeting, you should follow the instructions provided in the Notice.

Can I access the proxy materials and the 2018 annual report on the Internet?

The Notice of Annual Meeting of shareholders and this proxy statement and our 2018 annual report on Form 10-K are available at http://www.envisionreports.com/MUX.

What is a broker non-vote?

If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the broker can register your shares as being present at the annual meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under the rules of the New York Stock Exchange, or “NYSE.”

If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under the rules of the NYSE (“NYSE Rules”) to vote your shares on the ratification of the appointment of Ernst & Young LLP, even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on the election of directors, the advisory vote on executive compensation or the proposed issuance of securities to certain of our officers and directors, in which case a broker non-vote will occur and your shares will not be voted on those matters or any other matter that may properly come before the meeting.

What is a quorum for the annual meeting?

A quorum is the minimum number of shares of our common stock and 21,048,613 Exchangeable Shares (exclusive of shares ownedthat must be present in person or by McEwen Mining and its affiliates) outstanding.proxy to legally convene the annual meeting.  The presence in person or by proxy of not less thanthe holders of stock representing at least one-third of the voting power of all shares of our stock issued and outstanding sharesand entitled to vote at the annual meeting willis necessary to constitute a quorum for the transaction of business at the annual meeting.

Brokers and other Intermediaries who hold common stock in “street name” and do not receive instructions from their clients on how to vote on a particular proposal are permitted to vote on routine proposals but not on non-routine proposals. The absence of votes from Intermediaries on non-routine proposals are referred to as broker non-votes. Proposals such as the ratification of the independent registered public accounting firm are considered routine. The election of directors, the proposal regarding the compensation of our named executive officers, and the proposal regarding the frequency of voting on the compensation of our named executive officers are non-routine. Thus, if shareholders do not give their broker or Intermediary specific instructions, their shares may not be voted for the election of directors, the proposal regarding compensation, or the proposal regarding frequency of a vote on executive compensation.quorum. Abstentions and broker non-votes will beare counted as present and entitled to vote for purposes of establishingdetermining a quorum but will have no effect onquorum.

What are the outcome of anyvoting requirements to elect the directors and to approve each of the four proposals at the annual meeting.discussed in this proxy statement?

Election of Directors; Majority Vote Policy

There are different voting requirements for the four proposals:

·Directors are elected by a plurality of the votes cast at the annual meeting (assuming a quorum is present), subject to our Majority Voting Policy (described below)(the “Majority Voting Policy”). Consequently, anyThe nine nominees for director who receive the highest number of votes will be elected to the Board of Directors. Any shares not voted at the annual meeting, whether due to abstentions, broker non-votes or otherwise, will have no impact on the election of directors. Subject to our Majority Voting Policy, the eight nominees for director who receive the highest number of votes will be elected to the Board of Directors;directors.

·                  The advisory vote on the compensation of our named executive officers as described in this proxy statement (“Say-on-Pay”) will be approved if it receives the affirmative vote of a majority of the votes cast on the proposal at the annual meeting. With regardPursuant to this resolution, abstentions and broker non-votes will have no impact on the approval of our executive compensation;

·                  The frequency of Say-on-Pay receiving the highest number of votes (i.e., one year, two years or three years) will be approved. Abstentions and broker non-votes will have no effect on this resolution; and

·                  The ratification of appointment of our independent registered public accountant and will be approved if it receives the affirmative vote of a majority of the votes cast at the annual meeting. With regard to this resolution, abstentions and broker non-votes will have no impact on the approval of these proposals.

Under our Majority Voting Policy, in the absence of a contested election, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” such election must promptly tender his or her resignation to the Board. The Board will refer the resignation to the Nominating & Corporateand Governance Committee of our Board for consideration. The Nominating & Corporate Governance(or, under certain circumstances, another Committee appointed by the Board) will promptly consider thethat resignation and will recommend to the Board whether to accept the tendered resignation unlessor

reject it determines that there are extraordinary circumstances relating to the composition of the Board or the voting results that should delay the acceptance or justify rejecting it.based on all relevant factors. The Board is expected tomust then act on that recommendation and disclose its decision in a filing with the SEC or other means of publication withinno later than 90 days following the date of an annual meeting of shareholders. Within four days of the meeting. Upon acceptanceBoard’s decision, we must disclose the decision in a Current Report on Form 8-K filed with the SEC that includes a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the resignation.

Say-on-Pay

The affirmative vote of the holders of a resignationmajority of the votes cast at the annual meeting (assuming a quorum is present) is required to approve the advisory vote on the compensation of our named executive officers. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Issuance of Securities to our Officers and Directors

The affirmative vote of the holders of a majority of the votes cast at the annual meeting (assuming a quorum is present) and a majority of votes cast by the Boarddisinterested shareholders of our company, meaning a majority of votes cast by shareholders other than holders of Subscription Receipts and subjecttheir affiliates is required to any corporate law restrictions,approve the Board may (1) leaveconversion of Subscription Receipts and issuance of the underlying securities.  Under the NYSE rules, abstentions are considered “votes cast” for the purpose of determining whether a vacancymajority of “votes cast” are in favor of the proposal, and accordingly are counted as votes against the proposal.

Ratification of the Appointment of Ernst & Young LLP

The affirmative vote of the holders of a majority of the votes cast at the annual meeting (assuming a quorum is present) is required for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019. Abstentions and broker non-votes will have no effect on the Board unfilled until the next annual meeting, (2) fill the vacancy by appointing a new director whom the Board considers to merit the confidenceoutcome of the shareholders, or (3) call a special meeting of shareholders to consider new nominee(s) to fill the vacant position(s).

YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR PROXY BY INTERNET OR TELEPHONE VOTING OR RETURN THE PROXY BY MAIL PROMPTLY SO YOUR SHARES CAN BE REPRESENTED, EVEN IF YOU PLAN TO ATTEND THE MEETING IN PERSON.

ii

Table of Contentsthis proposal.

TABLE OF CONTENTSHow will my shares be voted at the Annual Meeting?

iii·FOR the election of each of the nominees for director;

Table·FOR the resolution approving the compensation of Contentsour named executive officers;

·FOR the proposed issuance of securities to our officers and directors; and

·FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019.

Could other matters be decided at the annual meeting?

Other than the election of directors, the resolution to approve the compensation of our named executive officers, the proposed issuance of securities to our officers and directors and the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019, the Board knows of no other matters to be presented at the annual meeting. However, if you return your signed and completed proxy card or vote by telephone or on the Internet and any other business or matters properly shall come before the annual meeting, then the persons named as proxies in the form of proxy will vote the shares represented by each proxy in accordance with their judgment on such matters.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers or employees in person or by telephone, mail, electronic transmission and/or facsimile transmission. We will also reimburse brokers and other nominees for their reasonable expenses in communicating with the persons for whom they hold our common stock.

Who will count the votes?

Representatives of our transfer agent, Computershare, will tabulate the votes and act as inspector of election.

PROPOSAL FOR
ELECTION OF DIRECTORS

(Proposal 1 on Proxy Card)

The Board of Directors currently consists of eightnine members, all of whom have been nominated to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified. The eightnine nominees have indicated that they are willing and able to serve as directors if elected.  If any of the nominees becomes unable or unwilling to serve, the accompanying proxy may be voted for the election of such other person as shall be designated by the Board of Directors.

Directors and Executive Officers

The following table reflects our directors and executive officers as of the date of this proxy statement:

(1)                                 Member of the Compensation CommitteeCommittee.

(2)                                 Member of the Nominating & Corporate Governance CommitteeCommittee.

(3)                                 Member of the Environmental, Health & Safety CommitteeCommittee.

(4)                                 Member of the Audit CommitteeCommittee.

All of our directors named above except Mr. McEwen and Dr. Quick are independent as defined under the rules of the New York Stock Exchange (“NYSE”), as published in the Listed Company Manual (“NYSE Rules”).Rules.

The following information summarizes the recent (at least five years) business experience of our officers and directors:

Our Directors

Robert R. McEwen.  Mr. McEwen became the Chairman of our Board of Directors and our Chief Executive Officer on August 18, 2005. Prior to our acquisition of Minera Andes in January 2012, Mr. McEwen was also ExecutiveNon-Executive Chairman President, Chief Executive Officer (from June 2009) and Director (from August 2008) of that entity. Minera Andes was a gold and silver producer and copper exploration company with securities formerly traded on the Toronto Stock Exchange (“TSX”) and the OTC Bulletin Board. We completed the acquisition of Minera Andes in January 2012. From 1994 to December 2010, Mr. McEwen also served as Chairman and Chief Executive Officer of Lexam Explorations Inc. (“Lexam”). Lexam combined with VG Gold Corp. in 2011 and is now known as Lexam VG Gold Inc. (“Lexam VG”Lexam”). Mr. McEwen is Non-Executive Chairman from January 2011 to April 2017, at which time we completed the acquisition of Lexam VG, which securities trade on the TSX.Lexam. He was the Chief Executive Officer of Goldcorp Inc. from June 1986 until February 2005 and the Chairman of that company from 1986 to October 2005. Goldcorp is engaged in the business of exploring for and producing gold and other precious metals. The securities of Goldcorp are traded on the TSXToronto Stock Exchange (“TSX”) and the NYSE. Our Board believes that Mr. McEwen’s 30 years of experience in the mining industry, and particularly the experience he developed by guiding Goldcorp Inc. from a start-up into a senior gold producer, provides Mr. McEwenhim with the desired skills, attributes and qualifications to serve as a member of our Board.

Allen V. Ambrose.  Mr. Ambrose has over three decades of experience in the mining industry, including work with large companies as well as junior exploration companies. A founder of Minera Andes Inc., he was a director from November 1995 until its combination with McEwen Mining in January 2012. Mr. Ambrose also served as President and Chief Executive Officer of Minera Andes from 1995 until June 2009. Mr. Ambrose has extensive experience in all phases of exploration, project evaluation and project management, and has worked as a geologic consultant in the USUnited States (US) and South America. As a consultant, he was a co-discoverer of a Venezuelan auriferous massive gold sulfide deposit acquired by Gold Reserve Corporation, and known generally as the Brisas deposit. He formerly was employed as exploration manager for N.A. Degerstrom Inc., a US contract mining company, and

has worked as a geologist for Cyprus Minerals, Kidd Creek Mines, Molycorp, Boise Cascade and DennisonDenison Mines. He holds a BSB.Sc. in Geology from Eastern Washington University and attended graduate school. The boardBoard believes that Mr. Ambrose’ experience as a geologist, significant understanding and experience with our Argentine assets, and knowledge of the mining industry provide the requisite skills and qualifications to serve as a member of our Board.

Michele L. Ashby.  Ms. Ashby is currently President and Founder of Ashby Consulting Enterprises LLC, formerly Ashby Investments LLC, a consulting firm that provides corporate board training and certification, since July 2017. Ashby Investments LLC was formerly a financial advisory firm, where Ms. Ashby spent her time from June 2012. Since January 2016,November 2018, Ms. Ashby has workedalso been an independent director serving as a Chairchair of Vistage Worldwide,the audit committee and member of the nomination/governance committee for Mene, Inc. (MENEV:TSXV), a Delaware corporation engagedpublicly traded company on the Toronto venture exchange (“TSXV”) and over-the counter in executive coaching, leadership developmentthe US. Previously, she held an independent director position on the audit and business mentoring.nomination/governance committees at Lithium X  (LIXV:TSXV) from December 2016 until March 2018, when the company was purchased by a private Chinese investment group. From January 2014 until December 2015, Ms. Ashby worked as an Executive Consultant with McGhee Productivity Solutions, a Denver based consultancy group which serves Fortune 100 companies in leadership, management, and strategic training programs.  She is also the President of Ashby Investments LLC, a financial advisory firm, a position that she has occupied since June 2012. She is also the former Chief Executive Officer and founder of MiNE, LLC, a Colorado limited liability company which acted as an intermediary for natural resources and energy companies to the institutional investment community. She occupied that position from July 2005 to September 2013. From January 1988 to July 2005, she was the Chief Executive Officer and founder of Denver Gold Group Inc., a Colorado not-for-profit corporation organized and operated as a trade association for the mining industry. In that capacity, she developed, marketed and organized annual conferences for participants in the industry and the investment community. From November 1983 to December 1995, she was a stockbroker and mining analyst with a regional investment banking firm located in Denver, Colorado. Ms. Ashby graduatedmagna cum laudewith a degree in finance from Regis University. Our Board believes that Ms. Ashby’s 25 years in the finance industry emphasizing the mining sector, and her diverse interaction with executives of mining companies located around the world, provide her with the appropriate skills and experience to serve as a member of our Board.

Leanne M. Baker.  Dr. Baker is the former President and Chief Executive Officer of Sutter Gold Mining Inc., a corporation with securities traded on the TSX Venture Exchange (“TSX-V”)TSX-V and the OTCQX, a position she occupied from November 2011 to July 2013. Dr. Baker continues to serve as a director of Sutter Gold Mining Inc. From January 2002 to October 2011, she was Managing Director of Investor Resources LLC, consulting for the mining and financial services industries. Prior to that, she was an equity research analyst and Managing Director with Salomon Smith Barney from 1990 to 2001, where she helped build a research and investment banking franchise in the metals and mining sectors. She is a director of Agnico Eagle Mines Ltd., a company with securities traded on the TSX and NYSE, and with Reunion Gold Corporation, formerly known as New Sleeper Gold Corporation, with securities traded on the TSX-V. Dr. Baker has a Master of Science degree and a Ph.D. in mineral economics from the Colorado School of Mines. Our Board believes that Dr. Baker’s background in corporate finance and mineral economics, as well as her experience in corporate governance from serving as a director of other mining companies, provides the requisite skills and qualifications as a member of our Board.

Richard. W. Brissenden.  Mr. Brissenden is a Chartered Professional Accountant (Ontario) and a graduate fromof the Director’sDirectors Education Program of the Institute of Corporate Directors with an ICD.D designation, with more than 30 years of experience in the mining and exploration sector. Since December 2013, Mr. Brissenden has been a director of Banro Corporation, a Canadian gold mining company with securities traded on the TSX and NYSE MKT,American, and has served as its Chairman (May 2014 —to January 2015; January 2016 —to Present) and its Executive Chairman (January 2015 —to December 2015).  He also servesserved as a director forof Lexam VG Gold Inc. (sincefrom January 2011).2011 until April 2017 when it was acquired by McEwen Mining. He previously served as a board member and executive of numerous companies in the mining and mineral exploration sector. The Board believes that Mr. Brissenden’s significant financial experience as a chartered professional accountant and member of numerous public company audit committees,Audit Committees, as well as significant understanding of and experience ofin the mining industry, provides the requisite skills and qualifications to serve as a member of our Board.

Robin E. Dunbar.  Mr. Dunbar has been involved in the mining industry since 1996 following 14 years in commercial and corporate banking in Canada. He was a non-executive director of Lexam prior to our acquisition of that entity.  Currently, he is President and Chief Executive Officer of Grid Metals Corp. (formerly Mustang Minerals Corp.), an Ontario corporation with securities traded on the TSX-V.  Grid has base and precious metal development projects in Manitoba and Ontario. He has also served as the Chief Financial Officer and a director of Aquila Resources Inc., an Ontario corporation with securities traded on the TSX, a position he held from 2003 to 2014.   Aquila owns exploration and development projects in Michigan and Wisconsin, in the US. From 2006 to 2015, he was non-executive director of Western Areas Ltd, an Australian-based nickel producer with shares listed on the Australian Securities Exchange and exploration interests in North America, Europe and Asia. He received a B.A. from Western University and an M.B.A. from Dalhousie University. Our Board believes that Mr. Dunbar’s commercial banking and finance background, together with his experience in the mining industry, makes him an asset to our Board.

Gregory P. Fauquier.  Mr. Fauquier is a mining engineer with a broad range of management skills covering both mine and process operations, as well as development, together with experience in both open pit and underground operations. From 2002 to 2013, Mr. Fauquier was employed as the Global Managing Director for Hatch Ltd., a consulting engineering and project implementation company, where he was responsible for mining and mineral processing, as well as Hatch’s operational services worldwide. Prior to his employment at Hatch, Mr. Fauquier held positions with Barrick Gold Corporation as their Senior Vice President for Operations,

with Rio Tinto as General Manager of the Flambeau Mining Company, also with Rio Tinto as Mine Manager for their Kennecott Bingham Canyon Mine in Utah as well as their Palabora Mine in South Africa.

Mr. Fauquier holds a B.Sc. Mining degree from Queen’s University. The Board believes that Mr. Fauquier’s nearly four decades of operations and development experience in the mining industry, provides the requisite skills and qualifications to serve as a member of our Board.

Donald R. M. Quick.  Dr. Quick served as a director of CSA Management from 1996 until 2000, at which time it merged with Goldcorp Inc. Between 2000 and 2006, Dr. Quick was also a member of the board of directors of Goldcorp Inc. Dr. Quick was a member of the board of directors of Minera Andes from 2008 until it merged with US Gold Corporation in 2012, to become McEwen Mining. Prior to 2003, Dr. Quick was in private practice as a chiropractor. Our Board believes that Dr. Quick’s background and experience as a corporate director in the mining sector provides the requisite skills and qualifications to serve as a member of our Board. Dr. Quick is the father of Simon Quick, who is an officer of the Company.  Dr. Donald Quick abstained from any participation in the nomination or appointment of Simon Quick as an executive officer. As a result of the appointment of Simon Quick, Dr. Donald Quick was no longer considered to be independent under the NYSE Rules, and he consequently resigned from his positions on the compensation and governance committees of our Board.Rules.

Michael L. Stein.  Mr. Stein has been Chairman and Chief Executive Officer of MPI Group Inc., a real estate development and investment company, since 1994. He also held the position of Chairman and Chief Executive Officer of the real estate investment and development company MICC Properties Inc. from 1987 until 2000. Between 1978 and 1987, Mr. Stein held progressively senior positions with The Mortgage Insurance Company of Canada, ultimately holding the position of Executive Vice-President responsible for operations. He is a founder and current Chairman of the Canadian Apartment Properties Real Estate Investment Trust (CAPREIT), Canada’s first TSX listed apartment REIT. In 2012, Mr. Stein was appointed to the board of directors of City Financial Investment Company Limited, a United Kingdom asset management company regulated by the Financial Conduct Authority and registered as an Investment Adviser firm with the SEC. Mr. Stein became a director of Cliffside Capital Ltd., a corporation with securities listed on the TSX-V in October 2013.  Since December 2013, he has served as a director of FirstService Corporation, a company with securities traded on the NASDAQ and TSX. Between 2000 and 2006, Mr. Stein was a member of the board of directors of Goldcorp Inc. Mr. Stein holds an engineering degree from the Israel Institute of Technology and an MBA in Finance and International business from Columbia University in New York. Our board believes that Mr. Stein’s substantial public company management and finance experience (including in the mining sector) provides the requisite skills and qualifications to serve as a member of our Board.

Our Officers

In addition to Mr. McEwen (see biography above), the following individuals serve as our executive officers as of the date of this proxy statement:

Colin Sutherland (President)Christopher Stewart (President and Chief Operating Officer). Effective August 13, 2018, Mr. Stewart was appointed our President and Chief Operating Officer. From December 30, 2015, Mr. Sutherland became our President. Prior to joining us, Mr. Sutherland served as2016 until August 2018, he held the position of President and Chief Executive Officer for Treasury Metals Inc., a TSX-listed gold exploration and Managing Director of the Toka Tindung gold minedevelopment company focused on mineral projects in Indonesia on behalf of the mine’s major shareholder, a position he held from November 2013northwestern Ontario.  From October 2016 until December 2015. From March 2012 until November 2013,2016, Mr. Sutherland servedStewart was self-employed as the Chief Executive Officer, Managing Director, and Chief Financial Officer of Archipelago Resources Plc, a gold mining company organized under the laws of the United Kingdom with securities formerly traded on AIM of the London Stock Exchange. Archipelago Resourcesconsultant. Prior to that, he was the ownerVice-President of the Toka Tindung mine. From June 2011 until March 2012, Mr. Sutherland servedOperations for Kirkland Lake Gold Ltd. from May 2014 to September 2016, and he was self-employed as the Chief Financial Officer of Timminsa mining consultant from July 2013 to April 2014.  Kirkland Lake Gold Corp.,is a Canadian gold mining company with securities traded on the TSX and NYSE MKT. From August 2010 until June 2011,Nasdaq-listed producer of gold with operations in northwestern Ontario and Australia.  Mr. Sutherland served as the President of Capital Gold Corp.,Stewart is a Delaware corporation engagedProfessional Engineer registered in gold miningOntario and graduated from Queen’s University with securities formerly traded on the TSX and NYSE MKT. Prior to working for Capital Gold, Mr. Sutherland held other financial and operational positions in the mining industry. Mr. Sutherland holds a Bachelor of Business Administration from Saint Francis Xavier UniversityScience — Mine Engineering in Nova Scotia and has been a Chartered Professional Accountant in Canada since 1997.

Nathan M. Stubina (Managing Director).  Effective July 15, 2014, Dr. Stubina became Managing Director of McEwen Mining Inc. From March 2014 until being promoted, Dr. Stubina was Vice President, Technology of the Company. From September 2013 until joining our company, Dr. Stubina was a Precious & Base Metals Analyst with Byron Capital Markets where he was responsible for leading research initiatives in the mining sector. From 2005 until joining Byron Capital Markets, Dr. Stubina was Senior Manager, R&D Process Development, with Barrick Gold Corporation, a Canadian gold mining corporation with securities traded on the NYSE and TSX and subsequently Manager, Barrick Technology Centre, also with Barrick Gold Corporation. Dr. Stubina holds a Ph.D. in Metallurgy and Materials Science from The University of Toronto as well as a Master of Engineering and a Bachelor of Engineering from McGill University. Dr. Stubina has nearly thirty years of experience in the mining industry.

William A. Faust (Chief Operating Officer).  Mr. Faust joined the Company effective August 1, 2011 as Chief Operating Officer. Immediately prior to his appointment as Chief Operating Officer, he served part-time as a consultant to the Company. From April 2007 to June 2011, he served as the Chief Operating Officer/Senior Vice President-Operations, for Crystallex International Corporation, Inc. In that position, he was in charge of operations, project development and Venezuelan corporate staff where he directed gold mining operations at three open pit mines, one underground mine and a process plant in Venezuela. From May 2004 to March 2007, he served as Vice President-Operations for Nevada Pacific Gold Ltd., where he headed company operations and evaluation of mining prospects. Nevada Pacific Gold was acquired by us in 2007 and its Magistral Mine in Sinaloa State, Mexico is presently owned by us through our subsidiary. From March 2003 to April 2004, Mr. Faust was President-Mexico of Pan American Silver, Inc., where he headed an underground silver mine in Mexico and managed development of another open pit silver mine in Mexico. Mr. Faust is a Vietnam veteran, having served in the United States Navy and Navy Reserve, where he held a variety of positions over a 26-year career. He is a Registered Professional Engineer in New Mexico, and holds an MBA-Finance, Management from Western New Mexico University, a BS in Mining Engineering from New Mexico Tech and a BS in Civil Engineering from the University of New Mexico.1992.

Andrew L. Elinesky (Senior(Senior Vice President and Chief Financial Officer)Officer).  Effective December 15, 2015,  Mr. Elinesky was appointed Senior Vice President and Chief Financial Officer.Officer on December 15, 2015. Previously, Mr. Elinesky served as Vice President, Argentina from April 2012 until his promotion. Mr. Elinesky started with our company as an Accounting Manager in April 2008 and served in that role until February 2010. Mr. Elinesky left us in February 2010 to work for Minera Andes Inc. as Controller, where he served from March 2010 to January 2012. Mr. Elinesky returned to our company in January 2012, when we acquired Minera Andes Inc. Mr. Elinesky served as Director-Projects, Argentina from January 2012 to April 2012 when he was promoted to Vice President, Argentina. Prior to joining our company, Mr. Elinesky worked in the United Kingdom for various multi-national companies including HJ Heinz Ltd. and Safetykleen UK Ltd.companies. Mr. Elinesky holds a Bachelor of Science in Applied Accounting from Oxford Brookes University and is a Chartered Certified Accountantholds the FCCA designation in the UK and a Certified General Accountantthe CPA, CGA designation in Canada.

Donald Brown (Senior Vice President, Projects).  Mr. Brown was appointed Senior Vice President, Projects on August 29, 2016. Mr. Brown has a Bachelor’s degree in geotechnical engineering and a Master’s degree in mining engineering, both from the UK. Mr. Brown has 35 years of worldwide international experience in major civil and mining project developments mostly with Bechtel as Construction Manager and Glencore as Vice President for Projects. Mr. Brown is a Chartered Professional Engineer and has held several directorships during the course of his career.

Sylvain Guerard (Senior Vice President, Exploration).  Mr. Guerard was appointed Senior Vice President, Exploration on April 17, 2017. He has over 25 years of experience in mineral exploration across four continents. The scope of his work has been wide-ranging from generative to advanced stage exploration. Prior to joining McEwen Mining, he spent seven years at Kinross Gold Corporation, most recently serving as its Senior Vice President, Exploration with responsibility for world-wide development and implementation of exploration strategy. Before Kinross, Mr. Guerard worked in exploration at Barrick Gold Corporation for eight years, Inmet Mining Corporation for six years, and at two other firms.

Carmen Diges (General Counsel and Secretary). Ms. Diges was appointed as General Counsel in August 2015.  Since at least 2011, she has been in private practice as a partner or principal of various law firms based in Toronto, Canada.  She holds a CFA

Charter, a Master of Laws (Tax) from Osgoode Hall Law School, a Bachelor of Laws from Dalhousie Law School, as well as a Bachelor of Arts from the University of Toronto.

Simon Quick (Vice President, Projects).  Mr. Quick was appointed Vice President, Projects on April 18, 2012. Mr. Quick has been with our company since January 2009. Mr. Quick began as Director-Projects, where he served from January 2009 to April 2012. Prior to 2009, Mr. Quick attended Bishop’s University where he received a degree in economics. Simon Quick is the son of Donald R. M. Quick, a director of the Company.

Andrew Iaboni (Vice(Vice President, Finance)Finance).. Effective December 15, 2015, Mr. Iaboni was appointed to the position of Vice President, Finance.Finance on December 15, 2015. He also served as Chief Financial Officer of Lexam from April 2013 to April 2017.  Mr. Iaboni served as the Company’s Corporate Controller from 2013 until his current appointment. Mr. Iaboniappointment and began his tenure with the companyCompany in 2010 in the capacity of Accounting and Tax Manager. Mr. Iaboni started his professional career with Ernst & Young LLP in 2004, followed by serving as the Finance Manager for B2Gold Corp. between 2007 and 2009. Mr. Iaboni holds a CPA, and CA designation and graduated, with distinction, from the University of Toronto with a Bachelor of Commerce degree and Major in Economics.

Carmen L. Diges (General Counsel). Ms. Diges was appointed as General Counsel in August 2015.  Since 2002, she has been in private practice as a partner or principal of various law firms based in Toronto, Canada.  She holds a CFA Charter, a Master of Law (Tax) from Osgoode Hall Law School, a Bachelor of Law from Dalhousie Law School, as well as a Bachelor of Arts from the University of Toronto.

Simon T. Quick (Vice President, Projects).  Effective April 18, 2012, Mr. Quick was appointed Vice President, Projects. Mr. Quick has been with our company since January 2009. Mr. Quick began as Director-Projects, where he served from January 2009 to April 2012. Prior to 2009, Mr. Quick attended Bishop’s University where he received a degree in economics.

Our officers serve at the pleasure of the Board of Directors.

Vote Necessary to Approve Proposal 1

If a quorum is present at the meeting, directors are elected by a plurality of votes cast at the annual meeting (i.e., the eightnine candidates receiving the highest number of votes will be elected to the Board of Directors), subject to our Majority Voting Policy. Our Board has adopted a Majority Voting Policy whereby any nominee for director in an uncontested election (i.e., an election in which the number of nominees does not exceed the number of directors to be elected) who receives a greater number of votes “withheld” from his or her election than voted “for” such election will tender his or her resignation for consideration by the Nominating & Corporate Governance Committee.Board. In such a circumstance, the Nominating &and Corporate Governance Committee will recommend to our Board the action to be taken with respect to such offer of resignation. The Board is expected to act on such recommendation and disclose its decision within 90 days following the date of the annual meeting.

Shareholders do not have cumulative voting rights in the election of directors. You may vote for all of the nominees as directors or withhold your vote from any or all of the nominees as directors. The Board of Directors unanimously recommends a vote FOR all the director nominees listed above, and proxies received by the Board of Directors will be so voted in the absence of instructions to the contrary.

PROPOSAL FOR
APPROVAL OF EXECUTIVE COMPENSATION

(Proposal 2 on Proxy Card)

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the rules of the SEC and commonly referred to as “Say-on-Pay.”

We held our firstlast advisory vote on compensation of our named executive officers at our 20112016 annual meeting, and, consistent with the recommendation of the Board, our shareholders approved our executive compensation. At the 2011 annual meetings,Also at that meeting, our shareholders also approved, on an advisory basis, a resolution to hold the Say-on-Pay vote every three years. Following the acquisition of Minera Andes in January 2012, we decided to hold another advisory vote on compensation in connection with our 2013 annual meeting. The Board decided that it was a matter of good corporate governance to hold the advisory vote on compensation annually until the next advisory vote on frequency occurs, which vote is being held at this meeting. Unless the Board modifies its policy on the frequency of future votes, and assuming that the proposal on frequency vote every three years is approved, we expect to have our next Say-on-Pay vote at our 20192022 meeting. Since the approval of our executive compensation in 2015,2016, we have not made any material changes to our executive compensation program.

As described more fully under the heading “COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS — Compensation Discussion and Analysis” in this proxy statement, our executive compensation programs are designed to attract, motivate and retain our named executive officers who we believe are critical to our success. The programs are designed to align the interest of our named executive officers with our shareholders and to fairly reward them for creating shareholder value and achieving our business objectives. We believe that the various elements of our executive compensation program work together to promote our goal of ensuring that total compensation should be related to our company performance and individual performance.

Shareholders are urged to read the “Compensation Discussion and Analysis” section of this proxy statement, beginning on page 12, which discusses how our executive compensation policies implement our compensation philosophy, and the Summary“Summary Compensation TableTable” section of this proxy statement, which includes tabular and narrative information about the compensation of our named executive officers. This discussion includes information about fiscal year 20152018 compensation of our named executive officers and our executive compensation programs. The Compensation Committee and our Board of Directors believesbelieve that these programs are effective in implementing our compensation philosophy and in achieving itstheir goals.

We are asking our shareholders to indicate their support for our executive compensation program as described in this proxy statement. This Say-on-Pay proposal gives our shareholders the opportunity to express their views on our fiscal year 20152018 executive compensation. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and procedures described in this proxy statement. Accordingly, we ask our shareholders, on an advisory basis, to approve the following resolution:

RESOLVED, that the shareholders of McEwen Mining Inc. approve, on an advisory basis, the compensation of its named executive officers, as disclosed in the proxy statement for the 20162019 annual meeting, pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table, and any related narrative discussion.

The Say-on-Pay vote is advisory, and therefore not binding on us, our Compensation Committee or our Board of Directors. However, our Board of Directors and our Compensation Committee value the opinion of our shareholders and to the extent that there is any significant vote against the compensation of the named executive officers as disclosed in this proxy statement, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

Vote Necessary to Approve Proposal 2

The affirmative vote of a majority of the votes cast on the proposal at the annual meeting at which a quorum is present is required to approve our executive compensation program. The Board of Directors unanimously recommends a vote FOR the approval of our executive compensation program, as described in the “Compensation Discussion and Analysis” and Summary“Summary Compensation tableTable” section of this proxy statement, and proxies received by the Board of Directors will be so voted in the absence of instructions to the contrary.

PROPOSAL FOR
THE ISSUANCE OF SECURITIES
TO CERTAIN OF OUR DIRECTORS AND OFFICERS
 APPROVAL OF FREQUENCY OF SHAREHOLDER VOTE
ON EXECUTIVE COMPENSATION

(Proposal 3 on Proxy Card)

Overview

We are asking our shareholders to approve the issuance to certain of our officers and directors of 1,935,484 Units (as defined below) in connection with a registered direct offering (the “Offering”) of Units and Subscription Receipts (as defined below). On March 26, 2019, we entered into a definitive agreement with an institutional investor, pursuant to which such investor agreed to purchase 14,193,548 Units (the “Units”) from us. Each Unit consists of one share of our common stock and one-half of one common stock purchase warrant (“Warrant”). Each whole Warrant is immediately exercisable to purchase a share of our common stock at an exercise price of $2.00 per share and will expire three years from the date of the closing of the Offering.The purchase price for each Unit in the offering was $1.55 before agent’s commissions.

In addition to the sale to the institutional investor, and in connection with the Offering, we entered into subscription receipt agreements (the “Subscription Receipt Agreements”) with certain of our directors and officers dated March 29, 2019. The Dodd-Frank Act also requiresfollowing officers, directors, employees and consultants have purchased Subscription Receipts in the amounts set forth opposite their names:

We refer to these officers, directors, employees and consultants as the “Investing D&Os.” Pursuant to the terms of the Subscription Receipt Agreements, the Investing D&Os agreed to acquire an aggregate of 1,935,484 subscription receipts (the “Subscription Receipts”) from us for the same price as the sale of Units to an unaffiliated purchaser. If our shareholders approve this proposal, each Subscription Receipt will automatically convert into one Unit, each Unit consisting of one share of our common stock and one-half of one Warrant, without payment of additional consideration.

The Offering closed on March 29, 2019. Roth Capital Partners, LLC and A.G.P./Alliance Global Partners acted as placement agents in the offering in the United States and other jurisdictions outside of Canada. Maison Placements Canada Inc. acted as the placement agent in Canada.

Why We are Seeking Shareholder Approval

Pursuant to the terms of the Subscription Receipt Agreements and under NYSE Rule 312.03(b), our shareholders must approve the conversion of the Subscription Receipts into Units consisting of shares of our common stock and warrants. NYSE Rule 312.03(b) provides that we include inshareholders are required to approve the sale of common stock or of securities convertible into or exercisable for common stock, to a director or officer of a listed company if such sale is made at less than current fair market value of the stock. Since the Subscription Receipts were sold to the Investing D&Os at a price less than the closing sale price of our proxy statement a separate advisory (non-binding) shareholder vote to advise on how frequently we should seek a Say-On-Pay vote. By voting on this Proposal 3, shareholders may indicate whether they would prefer an advisory votecommon stock on the compensationdate on which the Subscription Receipts Agreements were executed, we are required to obtain shareholder approval of the conversion of the Subscription Receipts into Units.

The Subscription Receipts were sold to the Investing D&Os at a price of $1.55 each, the same price as the sale of Units to the other purchaser.  The closing sale price of our named executive officers once every one, two or three years. We are required undercommon stock on the Dodd-Frank Act to solicit a shareholder preference regardingdate of execution of the frequency of future advisory votesSubscription Receipts was $1.73 per share on executive compensationthe NYSE.  The price at least once every six years.

Our Board of Directors believes thatwhich the shareholders should consider our executive compensation once every three years. We believe this will provide shareholders with a long-term view of our results as they relateSubscription Receipts were sold to the compensationInvesting D&Os was based on the price of our executives,the Units sold to the institutional investor.  That price, in turn, was determined by negotiation between the third party purchaser and will promote stability in our compensation policies and practices. A vote once every three years would also providea pricing committee of our Board of DirectorsDirectors.

If this proposal is approved by our shareholders, then one day after our annual meeting is concluded, each Subscription Receipt will automatically convert into one Unit consisting of one share of our common stock and one-half of one Warrant, without payment of additional consideration. Due to restrictions contained in the Warrant Agreement, the Warrants included in the Units which Mr. McEwen would acquire if this proposal is approved would not be exercisable by him, as the Warrants are not exercisable if it would cause the holder to beneficially own more than 4.99% of our Compensation Committee sufficient timecommon stock.  The shares and warrants which would be issued to thoroughly evaluatethe Investing D&Os upon approval of this proposal will be transferrable by the holders in accordance with Rule 144 under the Securities Act, without the need for any additional holding period. The issuance of the Units and respondthe underlying common stock to shareholders’ input and, if appropriate, effectively implement any changesthe Investing D&Os will result in additional dilution to our executive compensation program. We also believe that a three-year vote cycle would reduce the burden on shareholders having to considershareholders.

If this proposal is not approved by our shareholders, then all of the Subscription Receipts will, without any action on an annual basis.

We also understand that arguments exist in favorthe part of having an annual or biannual Say-On-Pay vote. These arguments include the fact that Say-On-Pay votes are a communication vehicle and communication canInvesting D&Os, be most useful when it is received frequently; that annual or bi-annual Say-On-Pay advisory votes may provide a higher level of accountability and direct communication between shareholders and our Board of Directors;cancelled by us and the fact that having a Say-On-Pay vote every year would make it easier to understand whetherInvesting D&Os will be refunded their purchase price, plus any interest earned on those funds but without any penalty payable by the shareholder vote pertains to the compensation year immediately preceding the vote or pay practices from the previous two or three years.

You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstaining from voting.Company.

Vote Necessary to Approve Proposal 3

IfUnder the NYSE Rules, the vote required to approve the conversion of the Subscription Receipts into Units is the affirmative vote of the holders of a quorum is presentmajority of the votes cast at the meeting,meeting. As a matter of proper corporate governance, we have also required the frequencyaffirmative vote of vote option (one, two or three years) receiving the highest numbera majority of votes cast by the disinterested shareholders of our company, meaning a majority of votes cast by shareholders other than holders of Subscription Receipts and their affiliates.   Under the rules of the NYSE, abstentions are considered “votes cast” for purposes of determining whether a majority of votes cast are in favor of the proposal. Therefore, abstentions will be approved. While our Board of Directors valuescounted as votes against the input of our shareholders, this vote is not binding on our Board of Directors in any way, and the Board of Directors may decide that it is in the best interests of our shareholders to hold an advisory vote on executive compensation with more or less frequency than the option approved by our shareholders.proposal. The Board of Directors unanimously recommends a voteFORthe proposalapproval of “every three years” as the frequencyconversion of future shareholder advisory votes on executive compensation,the Subscription Receipts into Units, and proxies solicitedreceived by the Board of Directors shallwill be so voted in the absence of instructions to the contrary.

PROPOSAL FOR
RATIFICATION OF AUDITORS

(Proposal 4 on Proxy Card)

Our Audit Committee has appointed the firm Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the year ended December 31, 2016, and our Board of Directors has ratified such appointment.2019. The Board has directed that management submit the appointment of EY as our independent registered public accounting firm for ratification by our shareholders at the annual meeting.  KPMG LLP, which served as our independent registered public accounting firm in connection with the audit of our financial statements as of and for the year ended December 31, 2015, was dismissed effective April 6, 2016 following issuance of its report on our financial statements. EY has served as our independent registered public accounting firmaccountant since that date.April 2016.

Ratification of the appointment of EY as our independent registered public accounting firm by our shareholders is not required by our shareholders under our bylaws or otherwise. However, the Board is submitting this appointment to the shareholders for ratification as a matter of good corporate practice. In the event our shareholders fail to ratify the appointment of EY, the Audit Committee will not be required to replace EY as our independent registered public accounting firm. In the event of such a failure, the Audit Committee and the Board will reconsider whether or not to retain that firm for future service. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time if it believes that such a change would be in our and our shareholders’ best interest.

Neither EY, any of its members nor any of its associates, to the best of our knowledge, has any financial interest in our business or affairs, direct or indirect, or any relationship with us other than in connection with its duties as independent accountants.  Representatives of EY are expected to be present at the annual meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Change in Auditors

As previously disclosed in our Current Report on Form 8-K filed with the SEC on December 3, 2015, and as amended on April 12, 2016, on November 27, 2015, our Board of Directors upon the recommendation of the Audit Committee, approved the engagement of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2016, and proposed to dismiss KPMG.  On April 6, 2016, the Audit Committee executed the formal engagement of EY and dismissed KPMG.

The audit reports of KPMG on our consolidated financial statements as of and for the years ended December 31, 2015 and 2014 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2015 and 2014, and the subsequent interim period through April 6, 2016, there were (i) no disagreements between us and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to its satisfaction would have caused KPMG to make reference in connection with its opinion to the subject matter of the disagreement and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

During the two most recent years ended December 31, 2015 and 2014, and the subsequent interim period through April 6, 2016, we have not consulted with EY regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and no written or oral advice was provided to us by EY that EY concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or other reportable event of the types described in Item 304(a)(1)(v) of Regulation S-K.

Vote Necessary to Ratify Proposal 4

The affirmative vote of a majority of the votes cast at the annual meeting at which a quorum is present is required for the ratification of the appointment of the independent registered public accounting firm. The Board of Directors unanimously recommends a vote FOR the ratification of appointment of the independent registered public accounting firm, and proxies received by the Board of Directors will be so voted in the absence of instructions to the contrary.

LEGAL PROCEEDINGS

No material legal proceedings, to which we are a party or to which our property is subject, is pending or is known by us to be contemplated in which any officer, director or any owner of record or beneficial owner of more than five percent of any class of our voting securities is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and applicable SEC rules, our directors, executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities, are required to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Executive officers, directors and beneficial owners of greater than ten percent of our common stock are required by regulations of the SEC to furnish us with copies of all Section 16(a) reports that they file.

To our knowledge, and except as noted in the immediately succeeding sentence, based solely upon a review of the copies of such reports furnished to us and written representations that no other reports were required to be filed during the fiscal year ended December 31, 2015,2018, all filing requirements under Section 16(a) applicable to our officers, directors and beneficial owners of more than ten percent of our common stock were satisfied timely. Robert R. McEwen did not timely file two Forms 4 during the year ended December 31, 2015, disclosing the acquisition of common stock on November 11, 2015 and on November 30, 2015. 2190303 Ontario Inc. did not timely file two Forms 4 during the year ended December 31, 2015, disclosing the acquisition of common stock on November 11, 2015 and on November 30, 2015. Carmen Diges did not timely file a Form 3 Initial Statement of Beneficial Ownership of Securities in a timely manner after her appointment as General Counsel on August 5, 2015, but such Form 3 was subsequently filed by Ms. Diges on August 21, 2015.

CORPORATE GOVERNANCE

Communications to the Board of Directors

Our Board of Directors maintains a policy of reviewing and considering communications from our shareholders and other interested parties. Any interested party who desires to contact the Board of Directors may do so by fax, telephone, electronic or regular mail addressed to the Board of Directors, c/o Carmen Diges, General Counsel and Secretary, 150 King Street West, Suite 2800, Toronto, Ontario, Canada M5H 1J9, telephone (647) 258-0395, ext. 130, facsimile (647) 258-0408.258-0408 or via e-mail to directors@mcewenmining.com. Such communications can be sent to the Board by mail in a sealed envelope addressed to an individual director, the non-management directors or the full Board. The General Counsel will deliver the envelope unopened (1) if addressed to a director, to the director, (2) if addressed to the Board, to the Chairman of the Board who will report thereon to the Board, or (3) if addressed to the non-management directors, to the Chair of the Audit Committee who will report thereon to the non-management directors. Shareholders can also send electronic communications to the Board via e-mail to directors@mcewenmining.com. The General Counsel will forward the communication to the intended recipient.

Our directors periodically review communications from shareholders and other interested parties and determine, in their discretion, whether the communication addresses a matter that is appropriate for consideration by the Board. While we do not have a formal policy regarding attendance at annual meetings, directors are encouraged to attend the annual meeting of shareholders and receive communications directly from shareholders at that time. Messrs. McEwen, Ambrose, Brissenden, FauquierDunbar and Stein; Ms. Ashby; andFauquier; Drs. Baker and Quick all attended our 20152018 annual meeting.

Board Leadership Structure and Risk Oversight

The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as the Board believes it is in the best interests of the Company to make that determination based on the status and direction of the Company and the membership of the Board. The Board has determined that at present, having the Company’s Chief Executive Officer serve as Chair is in the best interest of the Company’s shareholders. This structure makes the best use of Mr. McEwen’s extensive knowledge of the Company and the mining industry, as well as fostering greater communication between the Company’s management and the Board.

The Chair of the Audit Committee serves as the presiding director for any meeting of the non-management or independent members of our Board of Directors. See our website at www.mcewenmining.com/managementinvestor-relations/corporate-governance for additional information about our corporate governance.

Companies face a variety of risks, including financial reporting, legal, credit, liquidity, reputational and operational risk. The Board believes an effective risk management system will (1) timely identify the material risks that the Company faces, (2) communicate necessary information with respect to material risks to senior executives and, as appropriate, to the Board or relevant Board Committee andin order that we can prepare accordingly, (3) implement appropriate and responsive risk management strategies consistent with the Company’s risk profile, and (4) integrate risk management into Company decision-making.

The Board as a whole oversees risk management after receiving briefings provided by management and advisors, as well as its own analysis and conclusions, regarding the adequacy of the Company’s risk management processes.

Board Committees and Meetings

Our Board of Directors maintains a standing (i) Audit, (ii) Compensation, (iii) Nominating &and Corporate Governance, and (iv) Environmental, Health & Safety Committee. During the year ended December 31, 2015,2018, the Board of Directors met 10six times, including one non-executive session, and took action by consent in lieu of a meeting on twoten other occasions. No director who served as such in 20152018 attended less than 75% of the meetings held during 2015,2018, including committeeCommittee meetings of which the director was a member.

Audit Committee

Our Audit Committee, among other things, appoints and oversees the independent registered accounting firm that audits our financial statements and assists the Board with oversight of the integrity of our financial statements. The Audit Committee is responsible for reviewing the proposed scope, content and results of the audit performed by the auditors and any reports and recommendations made by them. The committeeCommittee also oversees our financial reporting process, and is responsible for drafting an annual report to be included in our proxy statement. All of the members of the Audit Committee are independent as defined under the NYSE Rules and Rule 10A-3 of the Exchange Act. The Audit Committee met four times during the last fiscal year. The written charter for the Audit Committee is available on our website at http://www.mcewenmining.com.www.mcewenmining.com/investor-relations/corporate-governance.

Our Board of Directors has determined that Mr. Richard Brissenden, Chair of the Audit Committee, qualifies as an Audit Committee financial expert in that he has (i) an understanding of generally accepted accounting principles and financial statements; (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of issues that can reasonably be expected to be raised by our financial statements, or experience actively supervising one or more persons engaged in such activities; (iv) an understanding of internal controls over financial reporting; and (v) an understanding of audit committeeAudit Committee functions. Mr. Brissenden acquired these attributes through experience in analyzing financial statements as a member of management of numerous other public companies; through his experience as a director and audit committeeAudit Committee member for other public companies; and, through his formal education, including qualification as a Chartered Professional Accountant in the Province of Ontario, Canada and a graduate of the Director’s Education Program of the Institute of Corporate Directors with an ICD.D designation.

Audit Committee Report.  The Audit Committee of the Board of Directors is pleased to present this Audit Committee Report:

We have reviewed and discussed the audited consolidated financial statements of McEwen Mining Inc. for the year ended December 31, 20152018 with management and have reviewed related written disclosures of KPMGErnst & Young LLP (“EY”), our independent accountants for 2015,2018, of the matters required to be discussed by SAS 114 (Codification of Statements on Auditing Standards, AU Section 380), as amended, with respect to those statements. We have reviewed the written disclosures and the letter from KPMG LLPEY required by regulatory and professional standards and have discussed with KPMG LLPEY its independence in connection with its audit of our most recent financial statements. Based on this review and these discussions, we recommended to the Board of Directors that the financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2015.2018.

We have also reviewed the various fees that we paid or accrued to KPMG LLPEY during 20152018 for services theyit rendered in connection with our annual audits and quarterly reviews, as well as for any other non-audit services theyit rendered.

The following table sets forth fees paid to our independent registered public accounting firm KPMG LLPEY for the last two fiscal years:years ended December 31, 2018 and December 31, 2017:

It is the policy of the Audit Committee to engage the independent registered public accounting firm selected to conduct the financial audit for our company and to confirm, prior to such engagement, that such independent registered public accounting firm is independent of the Company. Also in keeping with its policy, all services of the independent registered public accounting firm reflected above were pre-approved by the Audit Committee.

Richard Brissenden (Chair and member)

Leanne Baker (member)

Michael Stein (member)

Compensation Committee

The Compensation Committee is responsible for reviewing and approving the compensation of our executive officers and directors and our general compensation, benefits and perquisites policies and practices, including, without limitation, our incentive-compensation plans and equity-based compensation plans (in circumstances in which equity-based compensation plans are not subject to shareholder approval, such plans shall be subject to Compensation Committee approval). The Committee is also responsible for reviewing and approving the goals and objectives relevant to the compensation of our Chief Executive Officer and reviewing and making recommendations to the Board with regard to the compensation of our directors. The Compensation Committee may delegate to our Chief Executive Officer the responsibility for reviewing the compensation of our named executive officers other than the Chief Executive Officer. However, any recommendations by the Chief Executive Officer are submitted to, reviewed and approved by, the Compensation Committee.

The Compensation Committee is comprised of Ms. Michele Ashby, who serves as Chair, and Messrs. Allen Ambrose and Gregory Fauquier. All of the directors presently serving on the Compensation Committee are independent as defined in the NYSE Rules. The committeeCommittee met two times during 2015.2018. A current copy of the Compensation Committee Charter is available on our website at http://www.mcewenmining.com.www.mcewenmining.com/investor-relations/corporate-governance. The charter is reviewed annually and updated as necessary or appropriate.

Compensation Committee Report.  The Compensation Committee is pleased to present the following Compensation Committee report:

We have reviewed and discussed with management the Compensation Discussion and Analysis set forth in this proxy statement. Based upon review of the discussions herein, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Respectfully submitted,

Michele Ashby (Chair and member)

Allen Ambrose (member)

Gregory Fauquier (member)

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee served as an officer or employee of McEwen Mining during 20152018 or was formerly an officer or employee of McEwen Mining or had any relationship requiring disclosure under the related party transaction rules promulgated by the SEC. We are not aware that any relationships existed during 20152018 where any of our executive officers served as a member of the compensation committeeCompensation Committee of another entity whose executive officers served on

our Board of Directors or Compensation Committee or where any of our executive officers served as a director of another entity whose executive officers served on our Compensation Committee.

Nominating &and Corporate Governance Committee

The Nominating &and Corporate Governance Committee, comprised of Dr. Leanne Baker and Mr.Messrs. Robin Dunbar and Allen Ambrose, is responsible for periodically reviewing the size and composition of the Board and its committeeCommittee structure, identifying individuals that it believes are qualified to become members of the Board based on criteria approved by the Board, recommending to the Board nominees to the Board for the next annual meeting of shareholders, overseeing new director orientation and training and recommending and reviewing the corporate governance principles applicable to our directors, officers and employees. All of the directors presently serving on the Committee are independent as defined in the NYSE Rules. The committeeCommittee met twofour times during the last fiscal year.

A current copy of the Nominating &and Corporate Governance Committee Charter is available on our website at http://www.mcewenmining.com.www.mcewenmining.com/investor-relations/corporate-governance. The charter is reviewed annually and updated as necessary or appropriate.

The Nominating &and Corporate Governance Committee will consider director candidates nominated by shareholders in accordance with our Bylaws and will apply the same criteria to shareholder recommendations as it does to other nominees considered by the Committee. A shareholder who wishes to recommend a prospective director nominee should send a letter directed to the Nominating &and Corporate Governance Committee, c/o Carmen Diges, General Counsel, 150 King Street West, Suite 2800, Toronto, Ontario, Canada M5H 1J9. Such letter must be signed and dated and submitted to us by the date mentioned in this proxy statement

under the heading PROPOSALS OF SHAREHOLDERS FOR PRESENTATION AT THE NEXT ANNUAL MEETING OF SHAREHOLDERS. The following information must be included in or attached to the letter:

·                  name and address of the shareholder making the recommendation;

·                  proof that the shareholder was the shareholder of record, and/or beneficial owner of common stock as of the date of the letter;

·                  the name, address, resume of the recommended nominee and other information described in our Bylaws relating to the nominee, including all relationships which would be required in a proxy statement for which proxies are solicited; and

·                  the written consent of the recommended nominee to serve as a director if so nominated and elected.

Specific minimum qualifications for directors and director nominees which the Committee believes must be met in order to be so considered include management experience, exemplary personal integrity and reputation, sound judgment, and sufficient time to devote to the discharge of his or her duties.

If vacancies are anticipated or otherwise arise, the Nominating &and Corporate Governance Committee considers candidates for director suggested by members of the Board, management, shareholders and other parties. The Committee evaluates new nominees based on criteria including, but not limited to, independence, diversity of experience compared to other directors, age, skills, experience, diligence, potential conflicts of interest, time availability, and if warranted, may interview the nominee in person or via the telephone. There are presently no differences in the manner in which the Committee evaluates nominees for director, whether the nominee is recommended by a shareholder or any other party.

Environmental, Health & Safety Committee

The purpose of the Environmental, Health & Safety Committee is to assist the Board of Directors in fulfilling its oversight responsibilities including, but not limited to: establishing and reviewing environmental, health and safety policies; overseeing the management and implementation of systems necessary for compliance with the policies; monitoring the effectiveness of policies, systems and processes; monitoring trends; and, reviewing and monitoring the overall environmental, health and safety performance of McEwen Mining.  The Committee consists of Messrs. Greg Fauquier, who serves as Chair, Allen Ambrose, Richard Brissenden, Dr. Donald Quick and Ms. Michele Ashby, and met four times during the last fiscal year.

A current copy of the Environmental, Health & Safety Committee Charter is available on our website at http://www.mcewenmining.com.www.mcewenmining.com/investor-relations/corporate-governance. The charter is reviewed annually and updated as necessary or appropriate.

Board Diversity

The Board does not have a formal policy with regard to the consideration of diversity in identifying director nominees. However, the Nominating &and Corporate Governance Committee annually reviews the individual skills and experience of the directors, as well as the composition of the Board as a whole, and strives to nominate individuals with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills, and expertise to oversee the Company’s businesses. This assessment includes consideration of independence, diversity, age, skills, expertise, time availability, and industry backgrounds in the context of the needs of the Board and the Company. The Committee seeks a broad range of perspectives and considers both the personal characteristics (gender, ethnicity, age) and experience (industry, professional, public service) of directors and prospective nominees to the Board.

Other Corporate Governance

We maintain a Code of Business Conduct and Ethics and a set of Corporate Governance Guidelines. The Code of Business Conduct and Ethics is applicable to all directors, officers and employees, and sets forth our policies and procedures with respect to the conduct of our business. Some examples of conduct addressed in our ethics code include conflict of interest situations, anti-corruption, fair dealing with others, confidentiality, and compliance with laws and regulations. The Corporate Governance Guidelines further articulate how we will conduct ourselves through our Board of Directors and the qualifications and expectations for the Board.

A current copy of these documents is available on our website at http://www.mcewenmining.com.www.mcewenmining.com/investor-relations/corporate-governance.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation Discussion and Analysis

The individuals who served as our principal executive officer and principal financial officer during the year ended December 31, 2015,2018, the individuals who were among our three most highly compensated executive officers serving as such as of the end of 20152018 (who are not our principal executive officer and principal financial officer), and any individualup to two individuals who would have been among our three most highly compensated executive officers but for the fact that the individual wasthose individuals were not serving as an executive officer at the end of 2015,2018, are referred to as “named executive officers” throughout this Compensation Discussion and Analysis.

Overview of Compensation Philosophy, Objectives and Policies

Our goal in designing our executive and employee compensation is to achieve three principal objectives. First, the program is intended to be fully competitive so that we may attract, motivate and retain talented executives and key employees. Second, the program is intended to create an alignment of interests between our executives and key employees, on the one hand, and our shareholders, on the other, such that a portion of each executive’s or key employee’s compensation consists of awards of stock options or restricted stock grants. In this manner, if the price of our stock increases over time, our executive officers, key employees and our shareholders will benefit. The compensation program is designed to reward performance that supports our principles of building long-term shareholder value, and may also recognize individual performance from time to time which the Compensation Committee believes contributes to the success of our company. Third, we believe our compensation program should reflect our corporate culture, which includes carefully managing operating expenses, including compensation, and rewarding executives and other employees in the event that McEwen Mining is successful. To promote this culture, our executives receive what we believe to be competitive base salaries and are eligible to receive bonuses in the event their performance merits such bonuses and McEwen Mining is successful in achieving its strategic targets. Executives may also earn significant gains from equity awards in the event of an increase in the price of our common stock. Our corporate culture also emphasizes teamwork, especially among our executive officers. To encourage teamwork, we structure executive compensation (particularly base salary and bonus amounts) at similar levels for similarly-situated members of our executive team. We do not believe our compensation program creates incentives for our employees to engage in risk-taking behavior that would likely have a significant adverse impact on our company.

Our shareholders overwhelmingly approved the compensation of our named executive officers at our 2016 annual meeting.  Also at that meeting, our shareholders agreed to hold the advisory vote on our executive compensation once every three years.  As a result, we have not made any significant changes to our compensation philosophy or policies for 2019 and expect to hold the next advisory vote on our executive compensation at our 2022 annual meeting.

Elements and Mix of Compensation

Our present compensation structure for the named executive officers generally consists of salary and incentive compensation. The incentive component consists of a short-term cash portion and a long-term equity portion. We believe the present structure achieves our compensation objectives.

The compensation of our named executive officers is designed to be competitive so that we may attract and retain talented executives. Discretionary bonus compensation is designed to reward individual performance and recognize achievement of corporate objectives. The long-term equity portion of the compensation of the named executive officers is designed to align the interests of the executives and key employees with our shareholders by encouraging equity ownership through awards of stock options to executive officers and key employees and to motivate our named executive officers and other key employees to contribute to an increase in shareholder value. While equity ownership is highly encouraged, we do not presently have a policy that requires our named executive officers or directors to own shares of our stock.

Determining Executive Compensation

Generally, the Compensation Committee meets in January each year to review and recommend to the Board the level of compensation for the named executive officers and key employees. In establishing our executive compensation, the Compensation Committee consults with our senior management, including our Chief Executive Officer. Our Chief Executive Officer reports to the Committee regarding the individual performance of the other named executive officers. Additionally, the Committee considers recommendations from the named executive officers regarding incentive compensation for key employees who report to that executive officer. The Board prefers to reviewalso reviews compensation in JanuaryDecember and consider equity grantsconsiders cash bonuses at that time as it can review the performance of relevant individuals for the prior fiscal year and also because there is limited risk of blackout restrictions in the trading of our common stock from exploration or financial results during this time of year.

Our consideration of base salary for the named executive officers has traditionally been based upon a review of broad-based information obtained from third parties to obtain an understanding of current compensation practices.

With regard to the other named executive officers, our Chief Executive Officer recommends the form and amount of compensation that he deems appropriate for the respective individuals. He believes that the base salary of the named executive officers should be competitive, but not the principal source of compensation, and that the equity incentive portion of the compensation should be the primary source of reward.augmented with discretionary cash bonuses. He believes that the base salary should generally be within the range of perceived peers for comparable positions, but in the lower percentile of those peers, and in line with our status as a relatively smaller metal producer.

The last time the Company engaged a compensation consultant was in 2012 where the Compensation Committee engaged Bill Heck of the Harlon Group as consultant to assist in assessing the relative performance and executive compensation of McEwen Mining to a peer group of companies.

In considering the data provided by the Harlon Group in connection with the 2012 report, the Compensation Committee noted that McEwen Mining’s executive base salaries were generally below the market median (sometimes significantly below) and that McEwen Mining’s overall executive compensation levels were also below the market median. The Compensation Committee, in establishing compensation for 2015,2018, did not target a specific percentile in the perceived range of comparative information for each individual executive or for each component of compensation. Instead, the Compensation Committee structured a total compensation package in view of the comparativeperceived information and such other factors specific to the executive, including level of responsibility, prior experience, expectations of future performance and our corporate culture. Other than the data supplied by the Harlon Group described above, theThe Compensation Committee does not use peer group executive compensationuses its judgment in identifying comparative information.

As discussed in more detail below, in 2015,2018, each executive received a mix of compensation comprised of a base salary and cash bonuses.salary. The amount of compensation allocated to each element of compensation is determined on a case-by-case basis. We do not have a specific policy for allocating between long-term and currently paid-out compensation, or policies for allocating between cash and non-cash compensation.

Cash bonuses are a form of short-term incentive compensation which may be recommended by the Compensation Committee in its discretion, based on individual and overall company performance. There is no specific bonus plan or policy in place setting forth timing of awards or establishing specific performance objectives. The Compensation Committee, with recommendations from the Chief Executive Officer, determines and recommends the amounts and timing of any bonus awards.

The long-term equity compensation component of our compensation program is comprised of stock option awards and makes up a significant part of our named executive officers’ compensation package. Under our Amended and Restated Equity Incentive Plan, we are authorized to issue incentive and non-qualified stock options, to make grants of stock and award grants of restricted stock to the officers, directors and key employees of our company, including the named executive officers. Historically, stock

option awards were generally subject to a vesting schedule, although there was no formal policy to that effect. Effective January 2010, the Board adopted a policy that requires all stock options awarded be subject to a minimum vesting period of three years beginning one year from the date of grant. The stock options are priced at the closing market price of our common stock on the grant date, which is the date the Board approves the award, unless circumstances such as non-public material information require a later date. The Committee also takes into consideration the potential tax consequences to the recipient and to our company when determining the form of award. Due to our historical status as an exploration stage company with no revenue and more recent status as a smaller producer, and our need to conserve working capital to reinvest in our business, our compensation structure has beenis weighted more toward performance bonuses and/or equity compensation and less toward salary and other forms of cash compensation.base salary.

Specific Compensation Decisions

During the 2015 fiscal year, the named executive officers except Mr.2018, Robert McEwen, our Chief Executive Officer, was paid a salary of $1. Mr. McEwen was also paid a salary of $1 during 2017.  Prior to 2016, for the entire time he has served as our Chief Executive Officer, he has declined any salary.  Mr. McEwen refused any salary to demonstrate his alignment with the interest of the other shareholders of our company.

Our remaining executive officers received base salaries during 2018 in accordance with their respective written employment agreements or as otherwise agreed with our company.  The Compensation Committee believedbelieves that these base salaries were appropriate in light of each named executiveof those officer’s area of responsibility and level of experience, and was reasonable in the industry based on information obtained from the Harlon Group and information possessed by members of thatthe Committee from experience inwithin our industry.  During the fourth quarter of fiscal year 2018, the Compensation Committee reviewed and discussed the base salaries of the named executive officers.  In recognition of the responsibilities placed with the Chief Financial Officer and Vice President, Exploration, the Compensation Committee approved an increase to the annual base salaries in the amount of $31,250 for Mr. McEwen has not been paid a salary since he assumed the role of Chief Executive OfficerElinesky and $30,864 for Mr. Guerard in 2005.each case effective beginning in November 2018.

In December 2015,2018, our Board of Directors approved cash bonuses to the named executive officers other than Mr. McEwen for services rendered in 2015. Dr. Nathan Stubina received $15,666, Mr. Simon Quick received $15,666, Mr. Andrew Elinesky received $7,050 and Mr. William Faust received $10,000. The amount of these bonuses was determined, based on the recommendation of our Chief Executive Officer and taking into account the need to conserve valuable working capital and our philosophy, that compensation should be weighted toward equity compensation, balanced against the performance of each named executive officer during the fiscal year.

In connection with its annual review of executive compensation Thus, no cash bonuses were distributed in 2015, no salary changes were made, although certain individuals received increases in base salary incident to promotions in title.

The Board of Directors approved an option award to the named executive officers on November 27, 2015, with an exercise price of $1.02 per share. Pursuant to the option awards, Dr. Stubina received 200,000 options, Mr. Faust received 150,000 options, Mr. Elinesky received 90,000 options and Mr. Quick received 120,000 options. Mr. Elinesky received an additional 30,000 options with an exercise price of $1.02 on December 17, 2015 in connection with his promotion to Senior Vice President and Chief Financial Officer.  All of the options vest in three annual installments beginning one year from the date of grant.2018.

We do not use a formula or set a timeline in determining the amount of equity awards for our named executive officers. Instead, the Compensation Committee exercises its judgment and discretion and considers, among other things, the role and responsibility of the executive, competitive factors, the amount of stock-based equity compensation already held by the executive, the performance of our common stock, the estimated value of the equity awards, non-equity compensation received by the executive, and the total number of shares to be granted to participants during the year. In view of the overwhelming support that we received from the advisory vote on our executive compensation at our 20152016 annual meeting, we have not made any material changes to our compensation policies, programs or decisions for 2016.2019.

Additional benefits provided to executive officers and key employees as part of their compensation packages include health, life and disability insurance. To the extent the named executive officers participate in these programs, they do so generally on the same basis as our other employees. Our named executive officers do not receive perquisites and we do not maintain any non-equity incentive plans or deferred compensation plans.

Summary Compensation Table

The following table sets forth the total compensation paid by us during the last three completed fiscal years to our named executive officers, which include the individuals serving as our principal executive officer and principal financial officer at any time during 2015,2018, the individuals who were among our three most highly compensated executive officers serving as such as of the end of 20152018 (who are not our principal executive officer and principal financial officer), and any individualup to two individuals who would have been among our three most highly compensated executive officers but for the fact that the individual wasindividuals were not serving as an executive officer at the end of 2015:2018:

(1)                                 Calculated using the Black-Scholes-MertonBlack-Scholes option pricing model. Please see Note 11 to the consolidated financial statements filed with our annual report on Form 10-K for the year ended December 31, 20152018 for a description of certain assumptions made in connection with the valuation of these option awards.

(2)                                 AllAmounts paid to the named executive officers represent payment or reimbursement for life insurance, health benefits, and travel.

(3)                                 Messrs. Stewart, Elinesky and Guerard are paid in Canadian dollars, except for Mr. William Faust, who is paid in US dollars. The compensation reflected for them in the Summary Compensation Table has been converted to US dollars using the average exchange rate for the applicable years as published by the Bank of Canada. For 2015,2018, the average exchange rate was $1.00$0.7716 to C$0.7833;1.00; for 20142017, the average exchange rate was $0.7708 to C$1.00; and for 2016 it was $1.00$0.7548 to C$0.9058; and for 2013 it was $1.00 to C$0.9713.

(3)                                 Dr. Stubina was promoted to Managing Director effective July 15, 2014.1.00.

(4)                                 Mr. ElineskyStewart was promoted to Senior Viceappointed President and Chief FinancialOperating Officer effective December 15, 2015.on August 13, 2018.

(5)                                 Mr. IngOchoa was appointed as Chief Operating Officer effective September 6, 2016 and served as President from November 2, 2016 to February 22, 2018. He resigned his positionfrom the Company on July 13, 2018.

(6)                                 Mr. Brown was appointed as Senior Vice President, Projects effective October 30, 2015.August 29, 2016.

(7)                                 Mr. Guerard was appointed Senior Vice President, Exploration, on April 17, 2017.

Employment Agreements

The named executive officers received salary as provided by the terms of their respective employment agreements or as otherwise agreed with the Company. None of the named executive officers other than Mr. FaustMessrs. Stewart, Brown and Guerard have a written employment agreementagreements with the company.us.

We entered into anIn connection with his appointment as President and Chief Operating Officer, Mr. Stewart is paid a salary of Canadian $400,000 per year and is entitled to participate in all employee benefit plans consistent with other senior executives of our company. Mr. Stewart is also entitled to earn a performance bonus of 100 percent of his salary, or greater in the discretion of the Board of Directors, based on achievement of certain goals related to his company responsibilities. Mr. Stewart’s employment agreement withprovides certain severance benefits in the event of a change of control or termination without cause. Additionally, Mr. William Faust on July 27, 2011 concurrent with his election asStewart was granted an officer. Pursuantoption to the terms of his employment agreement, Mr. Faust has been retained for a term commencing August 1, 2011 and until the Agreement is terminated in accordance with the provisions thereof. He is compensated at the rate of $300,000 per annum and in January 2012 received options to acquirepurchase up to 300,000255,000 shares of the Company’s common stock in accordance with his employment agreement. Notwithstandingat a price of $1.89 per share on August 15, 2018 (the “Stewart Grant Date”). The options expire five years from the provisionsStewart Grant Date and vest one-third on each of the agreement,first, second, and third anniversaries of the Stewart Grant Date, so long as Mr. Faust serves in his position with the Company at the willStewart remains an employee of our Board of Directors.

If we terminate the Agreement without cause, we would be obligatedor consultant to the employee for two (2) months base compensation for each completed year of service up to a maximum of twelve (12) months. If the Agreement is terminated by Mr. Faust upon a “change in control,” as defined in the Agreement, we would be obligated to pay Mr. Faust for three (3) months pay for each completed year of service up to a maximum of twenty four (24) months.

us. The Company entered into an employment agreement with Dr. Nathan Stubina on February 18, 2014 concurrent with his election as an officer. Pursuantoptions are subject to the terms and conditions of the Amended and Restated McEwen Mining Inc. Equity Incentive Plan (“Plan”).

In connection with his appointment as Senior Vice President, Projects, Mr. Brown is paid a salary of $240,000 per year and is entitled to participate in all employee benefit plans consistent with other senior executives of our company. Mr. Brown is also entitled to earn a performance bonus of 50 percent of his salary, or greater in the discretion of the Board of Directors, based on achievement of certain goals related to his company responsibilities. Mr. Brown’s employment agreement Dr. Stubina has been retained for a term commencing on March 4, 2014 and untilprovides certain severance benefits in the Agreement is terminated in accordance with the provisions thereof. As

Managing Director, Dr. Stubinaevent of change of control or termination without cause. Additionally, Mr. Brown was compensated at the rate of C$180,000 per annum until the departure of the President in July 2014, following which his rate was increasedgranted an option to C$220,000. In December 2015, concurrent with the hiring of Mr. Sutherland as President, Mr. Stubina’s base salary was reducedpurchase up to C$180,000 per year. Notwithstanding the provisions of the Agreement, Dr. Stubina serves in his position with the Company at the will200,000 shares of the Company’s Boardcommon stock at a price of Directors. If we terminate$3.97 per share, on September 8, 2016 (the “Brown Grant Date”). The options expire five years from the Agreement without cause, we would be obligatedBrown Grant Date and vest one-third on each of the first, second, and third anniversaries of the Brown Grant Date, so long as Mr. Brown remains an employee of or consultant to us. The options are also subject to the employee for three (3) weeks base compensation for each completed yearterms and conditions of service up to a maximum of twelve (12) weeks.the Plan.

In connection with his appointment as Senior Vice President, Exploration, Mr. Guerard is paid a salary of Canadian $300,000 per year and is entitled to participate in all employee benefit plans consistent with other senior executives of our company. Mr. Guerard is also entitled to earn a performance bonus of 45 percent of his salary, or greater in the discretion of the Board of Directors, based on achievement of certain goals related to his company responsibilities. Mr. Guerard’s employment agreement provides certain severance benefits in the event of change of control or termination without cause. Additionally, Mr. Guerard was granted an option to purchase up to 210,000 shares of the Company’s common stock at a price of $3.11 per share, on April 17, 2017 (the “Guerard Grant Date”). The options expire five years from the Guerard Grant Date and vest one-third on each of the first, second, and third anniversaries of the Guerard Grant Date, so long as Mr. Guerard remains an employee of or consultant to us. The options are also subject to the terms and conditions of the Plan.

Grants of Plan Based Awards

The grants of plan based awards under our Equity Incentive Plan to each named executive officer during the year ended December 31, 20152018 are as follows:

(1)                                 All of theThe options granted in 2015 are subject to a vesting schedule which requires that the named executive isremain an employee of or consultant to the Company in order to exercise such options on the respective vesting date. The target amounts shown in the table represent the maximum number that may be earned if the vesting schedule is satisfied.

(2)                                 Calculated using the Black-Scholes-MertonBlack-Scholes option pricing model. Please see Note 11 to the consolidated financial statements filed with our annual report on Form 10-K for the year ended December 31, 20152018 for a description of certain assumptions made in connection with the valuation of these option awards.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The outstanding equity awards for each of our named executive officers as of December 31, 20152018 are as follows:

(1)              All options vest in equal installments over three years beginning on the first anniversary of the grant date.

Option ExercisesOPTION EXERCISES AND STOCK VESTED

None of our named executive officers exercised options and Stock Vested Tableno stock awards vested for any named executive officer during 2018.

CEO PAY RATIO

There were no options exercisedAs mandated by SEC rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the ratio of the annual total compensation of our Chief Executive Officer (“CEO”), Robert R. McEwen, to the annual total compensation of our median employee.

In accordance with the methodology set forth below, we have determined that the 2018 annual total compensation of the median employee who was employed as of December 31, 2018, excluding the CEO, was $48,871. Our CEO’s annual total compensation for 2018, as reported in the Summary Compensation Table above, was $3,558. Based on this information, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees other than the CEO was 1 to 13.7. This pay ratio is a reasonable estimate calculated in accordance with SEC rules.

We selected December 31, 2018 as the date on which to determine our median employee. As of that date, our employee population consisted of 689 individuals working at the Company or any of our wholly-owned subsidiaries. To identify the median employee:

·                  We used a cash compensation measure consistently applied to all employees, which included each employee’s gross earnings, consisting of cash base salary or wages plus overtime and cash bonus paid under our short-term incentive plan. We also consistently excluded non-cash compensation, such as non-cash bonus.

·                  For employees that partially worked during the 2018 year, we annualized the compensation received but did not adjust for part-time status.

·                  The cash compensation for our employees was derived from our payroll records and from payroll records maintained by our wholly-owned subsidiaries, in each case, for the period from January 1, 2018 through December 31, 2018. For payroll records held in a foreign currency, we used the average foreign exchange rate to the U.S. dollar, reported by the Federal Reserve or the national bank of the country, for the period from January 1, 2018 through December 31, 2018.

After identifying the median employee, we determined such employee’s annual total compensation in accordance with Item 402(c)(2)(x) of Regulation S-K as required by SEC rules. This calculation is the same calculation used to determine total compensation for purposes of the 2018 Summary Compensation Table with respect to each of the named executive officers during the 2015 fiscal year.officers.

The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, exclusions, and assumptions that reflect their compensation practices. As such, the pay ratio reported above may not be comparable to the pay ratio reported by other companies, even those in a related industry or of a similar size and scope. Other companies may have different employment practices (including

compensation of the CEO) or regional demographics, or may utilize different methodologies and assumptions in calculating their pay ratios.

Director CompensationDIRECTOR COMPENSATION

In November 2005, we established a compensation program for our non-executive directors, which provides cash payments to those directors in addition to long-term incentive equity awards. DirectorsIn 2018, directors receive fees of $30,000$40,000 annually for their service and additional amounts for committeeCommittee service. The committeeCommittee service amounts range from $2,000 to $10,000 annually, depending on the type of committeeCommittee and whether the individual takes on additional responsibility as Chair. The directors may also receive cash bonuses from time to time in circumstances where they serve on special committees or undertake additional activities in addition to their usual duties. The compensation received by our directors for fiscal 2015the year ended December 31, 2018 is as follows: