McEwen Inc.

NOTE 1 NATURE OF OPERATIONS AND BASIS OF PRESENTATION

McEwen Inc. (the “Company”), through its predecessor entity, US Gold Corporation, was organized under the laws of the State of Colorado on July 24, 1979. Effective July 7, 2025, the Company changed its name from McEwen Mining Inc. to McEwen Inc. The Company is engaged in the production and sale of gold and silver, as well as the development and exploration of copper, gold, and silver mineral properties across North and South America.

The Company owns a 100% interest in the Gold Bar Mine Complex in Nevada, United States, the Fox Complex in Ontario, Canada, the Tartan Mine project in Manitoba, Canada, the El Gallo Project in Sinaloa, Mexico and a portfolio of exploration properties in the United States, Canada, Mexico and Argentina. As of June 30, 2026, the Company also owns a 46.3% interest in McEwen Copper Inc. (“McEwen Copper”), owner of the Los Azules copper project in San Juan, Argentina and a 49.0% interest in Minera Santa Cruz S.A. (“MSC”), owner of the producing San José silver-gold mine in Santa Cruz, Argentina, which is operated by the joint venture majority owner Hochschild Mining plc. and a 26.9% interest in Paragon Advanced Labs Inc. (“Paragon”), a provider of advanced analytical services to the mining industry. The Company reports its investments in McEwen Copper, MSC and Paragon under the equity method of accounting.

The interim consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and are unaudited. While information and note disclosures normally included in annual financial statements and prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, the Company believes that the information and disclosures included in the interim consolidated financial statements are adequate and not misleading. Therefore, these interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto and the summary of significant accounting policies included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended. Except as noted below, there have been no material changes in the footnotes from those accompanying the audited consolidated financial statements contained in the Company’s Form 10-K for the year ended December 31, 2025.

In management’s opinion, the unauditedConsolidated Statements of Operations and Comprehensive Income (Loss) (“Statements of Operations”) for the three and six months ended June 30, 2026, and 2025, the unauditedConsolidated Balance Sheet as at June 30, 2026 and December 31, 2025, the unauditedConsolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2026, and 2025, and the unauditedConsolidated Statements of Cash Flows for the six months ended June 30, 2026, and 2025, contained herein, reflect all adjustments, consisting solely of normal recurring items, which are necessary for the fair presentation of the Company’s financial position, results of operations and cash flows on a basis consistent with that of the Company’s prior audited consolidated financial statements. However, the results of operations for the interim periods may not be indicative of results to be expected for the full fiscal year. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated. Investments over which the Company exerts significant influence but does not control through majority ownership are accounted for using the equity method. Certain prior period amounts have been reclassified for consistency with the current period presentation in the unauditedConsolidated Statements of Cash Flows. The reclassifications had no impact on reported results.

References to “CAD” refers to Canadian Dollar, “USD” refers to United States Dollar, “MXN” refers to Mexican Peso, and “ARS” refers to Argentine Peso.

NOTE 2 OPERATING SEGMENT REPORTING

The chief operating decision-maker (“CODM”) is the executive leadership team of the Company. The CODM reviews operating results, assesses performance and makes decisions about allocation of resources to these segments at the major mine/project where the economic characteristics of the individual mines, or by investee for those which are considered a reportable segment. As a result, these operating segments also represent the Company’s reportable segments.

The CODM reviews segment income or loss, defined as gold and silver sales, less production costs applicable to sales, depreciation and depletion, advanced projects, and exploration costs and an allocation of other segment items for all segments except for the McEwen Copper and MSC segments, which are evaluated based on the attributable equity income or loss pickup. The CODM uses segment gross profit (loss) and profit (loss) before taxes, or income (loss) from equity method investments, to allocate resources (including employees, property, and financial or capital resources) for each segment. CODM predominantly considers such measures in the annual budget and forecasting process. The CODM considers budget-to-actual variances for operating segments on a quarterly basis to support resource allocation and performance evaluation.

Gold and silver sales and production costs applicable to sales for the reportable segments are reported net of intercompany transactions. Capital expenditures include costs capitalized in mineral property interests and plant and equipment in the respective periods.

Significant information relating to the Company’sreportable operating segmentsfor the periods presented is summarized in the tables below:

Geographic information

Geographic information includes the long-lived asset balances and revenues presented for the Company’s operating segments, as follows:

NOTE 3 OTHER INCOME (EXPENSES)

The following is a summary of other income (expenses)for the three and six months ended June 30, 2026, and 2025:

NOTE 4 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

The following table provides a breakdown of cash and cash equivalents and restricted cash reported in theConsolidated Balance Sheets:

NOTE 5 MARKETABLE SECURITIES

The following is a summary of the activity in marketable securities for the six months ended June 30, 2026, and 2025:

On March 10, 2025, the Company acquired 5,181,347 units of Goliath Resources Limited (TSX-V: GOT) (“Goliath Resources”) in exchange for 868,056 common shares of the Company. Each unit consists ofone common share andone-half ofone warrant. Each whole warrant entitles the Company to purchaseone common share of Goliath Resources at a price of C$2.50 for a period oftwelve months following the closing of the offering, expiring on March 10, 2026. Following the closing, as at March 10, 2025, the Company held an approximate 4% ownership interest in Goliath Resources. The Company recognized a day-one gain of$0.9 million on the difference between the transaction price and fair value of units received. The warrants expired unexercised on March 10, 2026, resulting in the recognition of a loss of $0.5 million during the three-month period ended March 31, 2026.

On March 27, 2025, the Company participated intwo private placement offerings by Canadian Gold (TSX-V: CGC), acquiring 8,823,529 common shares and 2,941,176 units for a total investment of $1.4 million. Each unit consists ofone common share andone non-transferable share purchase warrant. Each whole warrant entitles the holder to acquireone additional common share at an exercise price of C$0.22 per share up to March 27, 2026. Following the closing, as at March 27, 2025, the Company held an approximate 6% ownership interest in Canadian Gold. The Company recognized a day-one gain of$0.5 million on the difference between the transaction price and fair value of units received. The warrants expired unexercised upon acquisition of Canadian Gold on January 5, 2026, resulting in the recognition of a loss of$0.7 million during the three-month period ended March 31, 2026.

On April 28, 2025, the Company exercised 9,200,000 warrants of Inventus Mining Corp. (TSX-V: IVS) to acquire an equal number of common shares at an exercise price of C$0.09 per warrant, for total consideration of $0.6 million. In connection with this transaction, the Company also received 9,200,000 additional warrants of Inventus Mining Corp., each entitling the holder to acquireone common share at an exercise price of C$0.12 per share, expiring on November 6, 2026.

Subsequently, on July 11, 2025, the Company exercised an additional 800,000 warrants of Inventus Mining Corp. to acquire an equal number of common shares at an exercise price of C$0.09 per warrant, for total consideration of approximately $0.1 million.

On February 6, 2026, the Company entered into a loan agreement with McEwen Copper. In connection with this arrangement, McEwen Copper issued 203,280 warrants to acquire an equal number of common shares at an exercise price of $40 per warrant, which were measured at a fair value of $3.4 million upon acquisition. Refer toNote 14. Related Party Transactionsfor further details.

NOTE 6 RECEIVABLES, PREPAIDS AND OTHER CURRENT ASSETS

The following is a breakdown of balances in receivables, prepaids and other current assets as at June 30, 2026, and December 31, 2025:

NOTE 7 INVENTORIES

Inventories as at June 30, 2026, and December 31, 2025, consisted of the following:

The Company didnot have any inventory write-downs during the six months ended June 30, 2026, and 2025.

NOTE 8 MINERAL PROPERTY INTERESTS AND PLANT AND EQUIPMENT

The applicable definition of proven and probable reserves is set forth in the Regulation S-K 1300 requirements of the SEC. If proven and probable reserves or economically viable deposits exist at the Company’s properties, the relevant capitalized mineral property interests and asset retirement costs are charged to expense based on the units-of-production method upon commencement of production. The Company’s Gold Bar Mine Complex, San José and Los Azules properties have proven and probable reserves estimated in accordance with Regulation S-K 1300. The mineral properties associated with the Fox Complex include the Froome and Black Fox mines, the Grey Fox deposit, and the Stock property. The Fox Complex is depleted and depreciated using the units-of-production method over the estimated production for the remaining life of the mine, as the project does not have proven and probable reserves that conform to the guidance under Regulation S-K 1300.

The Company reviews and evaluates its long-lived assets for impairment on a quarterly basis or when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Once it is determined that impairment exists, an impairment loss is measured as the amount by which the asset carrying value exceeds its estimated fair value.

During the six months ended June 30, 2026, no indicators of impairment were noted for any of the Company’s mineral property interests.

NOTE 9 EQUITY METHOD INVESTMENTS

The Company accounts for investments over which it exerts significant influence, but does not control through majority ownership using the equity method of accounting. In applying the equity method of accounting to the Company’s investments in McEwen Copper, Paragon and MSC, the financial statements of Paragon and MSC, which are originally prepared in accordance with IFRS Accounting Standardsas issued by the International Accounting Standards Board, have been adjusted to conform with U.S. GAAP.

A reconciliation of the Company’s equity method investments as at June 30, 2026, and December 31, 2025, is as follows:

Equity method investment in McEwen Copper

A summary of the operating results for McEwen Copper for the three and six months ended June 30, 2026, and 2025, is as follows:

(1) Interest and other income (expenses) include interest on term debt and finance-related income and expenses.

Changes in the Company’s investment in McEwen Copperfor the six months ended June 30, 2026, and for the year ended December 31, 2025, are as follows:

A summary of the key assets and liabilities of McEwen Copper as at June 30, 2026, and December 31, 2025, is as follows:

As at June 30, 2026, the Company's investment in McEwen Copper exceeded its proportionate share of the underlying net assets by $199.1 million. This basis difference is attributable to equity method goodwill and not amortized.

Equity method investment in MSC

A summary of the operating results for MSC for the three and six months ended June 30, 2026, and 2025, is as follows:

(1) Other expense includes foreign exchange gains and losses, accretion of asset retirement obligations, and other finance-related expense.

The income or loss from the investment in MSC attributable to the Company includes amortization of the fair value increments arising from the initial purchase price allocation and related income tax recovery. The income tax recovery reflects the impact of the devaluation of the Argentine peso against the U.S. dollar on the peso-denominated deferred tax liability recognized at the time of acquisition, as well as income tax rate changes over the periods.

Changes in the Company’s investment in MSC for the six months ended June 30, 2026, and for the year ended December 31, 2025, are as follows:

A summary of the key assets and liabilities of MSC as at June 30, 2026, and December 31, 2025, is as follows:

As at June 30, 2026, the Company’s investment in MSC exceeded its proportionate share of the underlying net assets by $28.8 million. This basis difference is primarily attributable to mineral property interests and amortized on a unit-of-production basis.

Equity method Investment in Paragon

On December 9, 2025, the Company completed the transaction to acquire 27.3% equity interest in Paragon, a provider of advanced analytical services to the mining industry. The transaction involved a share exchange in which the Company acquired a total of 8,742,880 Paragon shares in exchange for 709,992 common shares of the Company. The total fair value of the transaction was $13.7 million, based on the Company's closing share price of $19.35 per share on December 9, 2025.

Subsequent to the acquisition, on December 15, 2025, an existing shareholder exercised 400,000 warrants to acquire an equivalent number of common shares of Paragon. As a result, the Company’s ownership in Paragon decreased from 27.3% to 27.0%. This reduction in ownership is accounted for as a notional disposition of shares, resulting in a $0.2 million dilution loss.

Due to the timing of the availability of financial information, the Company recognizes its share of the earnings of Paragon on a three-month lag basis. The Company monitors the investee for material intervening events and concluded that no material adjustments were necessary for the six months ended June 30, 2026.

A summary of the operating results for Paragon for the three months ended March 31, 2026, and for the period from December 5, 2025, to March 31, 2026, is as follows:

Changes in the Company’s investment in Paragon for the six months ended June 30, 2026, and December 31, 2025, are as follows:

A summary of the key assets and liabilities of Paragon as at June 30, 2026, and December 31, 2025, is as follows:

As at June 30, 2026, the Company’s investment in Paragon exceeded its proportionate share of the underlying net assets by $12.5 million.This basis difference is attributable to equity-method goodwill and is not amortized.

NOTE 10 DEBT

A reconciliation of the Company’s long-term debtas at June 30, 2026, and December 31, 2025, is as follows:

Term loan facility

On January 31, 2025, the Company amended its Third Amended and Restated Credit Agreement (“ARCA”). The amendments refinanced the outstanding $40.0 million loan and included the following revisions:

The consideration issued for the maintenance, continuation, and extension of the maturity date of the loan was accounted for as debt issuance costs, which were capitalized as deferred financing costs within long-term debt. These costs are being amortized as interest expense over the term of the debt using the effective interest method.

Following the issuance of the Convertible Notes (as defined below), on February 21, 2025, the Company voluntarily repaid $20.0 million in principal under the ARCA.

Total interest expense related to the term loan for the three and six months ended June 30, 2026, was $0.5 million and $1.0 million, respectively, at an effective interest rate of 11.16%. This included $0.5 million and $1.0 million, respectively, in interest at the contractual coupon rate of 9.75% and $35 thousand and $69 thousand, respectively, related to the amortization of the debt issuance costs. For the three and six months ended June 30, 2025, total interest expense related to the term loan was $0.5 million and $1.3 million, respectively, at an effective interest rate of 11.16% and was comprised of$0.5 million and$1.3 million, respectively, in interest at the contractual coupon rate of 9.75% and$32 thousand and$45 thousand, respectively, related to the amortization of the debt issuance costs.

Convertible senior unsecured notes

On February 11, 2025, the Company issued $110.0 million in aggregate principal amount of 5.25% convertible senior unsecured notes due 2030 (“Convertible Notes”). The net proceeds from the issuance of the Convertible Notes, after deducting offering-related costs of $4.2 million and cost of a Capped Call Transaction (defined hereinafter) of $15.1 million, were approximately $90.7 million. The Convertible Notes bear interest at the annual rate of 5.25%, payable semiannually in arrears on August 15 and February 15 of each year, beginning on August 15, 2025, and will mature on August 15, 2030, unless earlier converted, redeemed or repurchased by the Company.

The Convertible Notes will be convertible into cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. The initial conversion rate is 88.9284 shares of common stock per each $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $11.25 per share, subject to adjustment pursuant to the terms of the Indenture governing the Convertible Notes (the “Indenture”). The conversion rate may not exceed 115.6069 shares under the terms of the Indenture.

The Convertible Notes may be converted at any time prior to May 15, 2030, only under the following circumstances:

On or after May 15, 2030, until the close of business on the second trading day before the maturity date, holders may convert their notes at any time, regardless of prior conditions.

The Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time from August 21, 2028, through the 46th trading day prior to maturity, provided that the Company’s common stock has traded at or above 130% of the conversion price for at least 20 trading days within any 30 consecutive trading day period ending on the day before the redemption notice. The redemption price will be equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest up to, but excluding, the redemption date. No sinking fund is provided for the notes.

If the Company undergoes a “fundamental change”, as defined in the Indenture, and subject to certain conditions and exceptions, holders may require the Company to repurchase all or a portion of their notes for cash at a price equal to 100% of the principal amount, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Indenture contains other customary terms and covenants, including certain events of default. The Convertible Notes are accounted for as a single liability in its entirety. No portion of the proceeds was attributed to the conversion option, as the embedded feature did not require bifurcation. In connection with the above-noted transaction, the Company incurred approximately $4.2 million in expenses accounted for as debt issuance costs, which were capitalized as deferred costs within long-term debt. These costs are being amortized as interest expense over the term of the debt using the effective interest method. The total interest expense related to the Convertible Notes for the three and six months ended June 30, 2026 was $1.6 million and $3.2 million, respectively, at an effective interest rate of 6.33%, and was comprised of $1.5 million and $2.9 million, respectively, related to the contractual interest coupon and $0.1 million and $0.3 million, respectively, related to the amortization of the debt issuance costs. For the three and six months ended June 30, 2025, total interest expense related to the Convertible Notes was$1.6 million and$2.5 million, respectively, at an effective interest rate of 6.33% and was comprised of$1.4 million and$2.3 million, respectively, related to the contractual interest coupon and$0.1 million and$0.2 million, respectively, related to the amortization of the debt issuance costs.

As of June 30, 2026, the Convertible Notes have a net carrying amount of $106.8 million and an estimated fair value of $211.6 million. The fair value is based on Level 1 quoted prices.

Capped call transactions

In connection with the offering of the Convertible Notes, the Company used approximately $15.1 million of the net proceeds from the offering of the Convertible Notes to pay the cost of the Capped Call Transactions. The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the aggregate number of shares of common stock that initially underlie the Convertible Notes, and are expected generally to reduce potential dilution to the common stock upon any conversion of the Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap of $17.3. The Capped Call Transactions are separate transactions entered into by the Company and are not part of the terms of the Convertible Notes.

As the Capped Call Transactions are freestanding instruments which are both indexed to the issuer’s own stock and classified in shareholders’ equity, the premiums paid in the Capped Call Transactions were classified as a reduction to the additional paid-in capital and will not be remeasured as long as they continue to meet the conditions for equity classification.

NOTE 11 RECLAMATION AND REMEDIATION LIABILITIES

The Company is responsible for the reclamation of certain past and future disturbances at its properties. As at June 30, 2026, the reclamation and remediation liability balances at the properties subject to these obligations were $21.6 million at the Gold Bar, Tonkin, Lookout Mountain and Golden Lake properties in Nevada, $18.3 million at the Fox Complex and $6.8 million at the El Gallo mine in Mexico (December 31, 2025 – $20.8 million, $18.6 million and $6.4 million, respectively).

A reconciliation of the Company’s reclamation and remediation liabilities for the six months ended June 30, 2026, and for the year ended December 31, 2025, is as follows:

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NOTE 12 SHAREHOLDERS’ EQUITY

Flow-through shares issuance

Canadian Exploration Expenses (“CEE”)

On December 19, 2025, the Company issued 215,000 flow-through common shares priced at $23.88 per share for gross proceeds of $5.1 million. Proceeds from the CEE offering are expected to be used for the ongoing exploration and development of the Grey Fox properties. Total proceeds were allocated between the sale of tax benefits and the sale of common shares. Total issuance costs of $0.3 million were accounted for as a reduction in the value of the common shares. Net proceeds of $4.9 million were allocated between the sale of tax benefits in the amount of $1.0 million and sale of common shares in the amount of $3.9 million.

The Company is required to spend these flow-through share proceeds on flow-through eligible expenditures, as defined by subsection 66.1(5) and 66.1(6) of the* Income Tax Act* (Canada). As of June 30, 2026, the Company incurred a total of $3.9 million in eligible CEE. The remaining CEE commitments from the most recent raise in December 2025 are expected to be fulfilled by the end of 2026.

Canadian Development Expenses (“CDE”)

On January 22, 2026, the Company issued 350,000 flow-through common shares priced at $20.96 per share for gross proceeds of $7.3 million. Proceeds from the CDE offering are expected to be used for the ongoing exploration and development of the Grey Fox properties. Total proceeds were allocated between the sale of tax benefits and the sale of common shares. Total issuance costs of $0.3 million were accounted for as a reduction in the value of the common shares. Net proceeds of $7.0 million were allocated between the sale of tax benefits in the amount of $0.5 million and sale of common shares in the amount of $6.5 million.

On January 28, 2026, the Company issued 377,000 flow-through common shares priced at $21.55 per share for gross proceeds of $8.1 million. Proceeds from the CDE offering are expected to be used for the ongoing exploration and development of the Grey Fox properties. Total proceeds were allocated between the sale of tax benefits and the sale of common shares. Total issuance costs of $0.3 million were accounted for as a reduction in the value of the common shares. Net proceeds of $7.8 million were allocated between the sale of tax benefits in the amount of $0.6 million and sale of common shares in the amount of $7.2 million.

The Company is required to spend these flow-through share proceeds on flow-through eligible expenditures, as defined by subsection 66.1(5) and 66.1(6) of the* Income Tax Act* (Canada). The Company has fulfilled its obligations related to the January 22 and January 28, 2026 issuances.

Investments in Goliath Resources Limited

On March 10, 2025, the Company issued 868,056 common shares to acquire 5,181,347 units of Goliath Resources in a non-brokered private placement. Each unit is comprised ofone common share in the capital of Goliath Resources andone-half of one common share purchase warrant. For further information, refer toNote 5 Marketable Securities.

Investments in Paragon Advanced Labs Inc.

On December 9, 2025, the Company issued 709,992 common shares in exchange of 8,742,880 Paragon shares. For further information, refer toNote 9 Equity Method Investments.

Investments in Canadian Gold Corp.

On January 5, 2026, the Company completed the acquisition of Canadian Gold by acquiring all issued and outstanding common shares. Pursuant to an Arrangement Agreement, the Company issued 2,943,776 common shares at a deemed price of$19.60 per share, for the consideration of$57.7 million. The number of instruments issued was determined based on an exchange ratio of 0.0225 applied to Canadian Gold shares outstanding. Additionaly, the consideration for the acquisition included 1,529,508 subscription receipts with a fair value of$30.0 million, the issuance of which was contingent upon shareholder approval. Following approval by the Company’s disinterested shareholders at the Annual Meeting of Shareholders held on June 4, 2026, the subscription receipts were converted into common shares, which were issued subsequent to June 30, 2026. Refer toNote 14 Related Party Transactions andNote 18** – Asset Acquisitionsfor additional details.

Investments in Golden Lake Exploration Inc. (“Golden Lake”).

On April 30, 2026, the Company completed the acquisition of Golden Lake by acquiring all of its issued and outstanding common shares. Pursuant to an Arrangement Agreement, the Company issued 532,499 common shares as part of the consideration transferred, valued at$11.6 million. The Company also assumed 18,490 stock options with an estimated fair value of$0.1 million. The assumed stock options were exercisable for common shares of the Company and expired on July 29, 2026. The number of instruments issued was determined based on an exchange ratio of 0.003876 applied to Golden Lake shares outstanding. Refer toNote 18**–** Asset Acquisitionsfor additional details.

NOTE 13 NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is calculated using the treasury stock method for options and warrants and the if-converted method for the convertible senior unsecured notes. Under the if-converted method, interest expense, net of tax, is added back to net income and the weighted-average shares outstanding are increased by the shares issuable upon conversion of the notes. In applying the treasury stock method, instruments with an exercise price greater than the average quoted market price of the common shares for the period are not included in the calculation, as the impact would be anti-dilutive.

For periods in which the Company has reported a net loss, diluted net loss per share is computed in the same manner as basic net loss per share because potentially dilutive instruments, including the conversion option embedded in the convertible senior unsecured notes, are generally anti-dilutive during such periods.

Below is a reconciliation of the basic and diluted weighted average number of common shares and the computations for basic and diluted net income (loss) per share for the three and six months ended June 30, 2026, and 2025:

Basic Earnings per Share

For the three and six months ended June 30, 2026, the weighted average number of common shares outstanding was increased by 441,071 and 220,536 incremental shares, respectively, related to subscription receipts that were contingently issuable subject to shareholder approval at the Company’s Annual Meeting of Shareholders held on June 4, 2026. The shareholder approval condition was satisfied during the period, and the related common shares were subsequently issued after June 30, 2026.

Diluted Earnings per Share

For the three months ended June 30, 2026, the weighted average number of common shares was increased by 1,891,120 incremental shares to reflect the impact of dilutive instruments, including 1,085,714 subscription receipts.

Convertible senior unsecured notes were assumed to have been converted at the beginning of the period. Accordingly, $1.2 million of interest expense related to the notes, net of tax, was added back to net income, and the weighted-average number of common shares outstanding was increased by 12,716,759 shares representing the shares issuable upon conversion.

For the three months ended June 30, 2025, the weighted average number of common shares was increased by 54,522 incremental shares to reflect the impact of dilutive instruments, while 314,580 options were anti-dilutive and excluded.

For the six months ended June 30, 2026, the weighted average number of common shares was increased by 2,098,043 incremental shares to reflect the impact of dilutive instruments, including 1,272,322 subscription receipts.

Convertible senior unsecured notes were assumed to have been converted at the beginning of the period. Accordingly, $2.3 million of interest expense related to the notes, net of tax, was added back to net income, and the weighted-average number of common shares outstanding was increased by 12,716,759 shares representing the shares issuable upon conversion.

For the six months ended June 30, 2025, all 827,347 outstanding stock optionsand all 167,849 outstanding warrants were excluded from the respective computations of diluted loss per share, as the Company was in a loss position, and all potentially dilutive instruments were anti-dilutive and therefore not included in the calculation of diluted net loss per share.

NOTE 14 RELATED PARTY TRANSACTIONS

Due to related parties

The Company recorded the following expense in respect to the related party outlined below during the periods presented:

The Company has the following outstanding accounts payable balances in respect to the related parties outlined below:

On January 5, 2026, the Company completed the acquisition of Canadian Gold by acquiring all issued and outstanding common shares of Canadian Gold in exchange for shares of the Company’s common stock. All Canadian Gold shares, other than those held by Robert R. McEwen, Chairman and Chief Executive Officer of the Company, were exchanged for 3,208,481 common shares of the Company. In respect of his ownership interest, Mr. McEwen received 1,526,785 subscription receipts, the conversion of which into common shares of the Company was subject to approval by the Company’s shareholders in accordance with applicable listing rules. The condition was satisfied on June 4, 2026, and the common shares were issued subsequent to June 30, 2026. For further information, refer toNote 18** – Asset *Acquisitions. As at June 4, 2026, the fair value of the consideration was$32.3 million, resulting in a $2.3 million loss recognized in theStatements of Operations*.

Inventus Mining Corp. (“Inventus”) is an affiliate of Robert R. McEwen and Perry Ing, Interim Chief Financial Officer. On January 7, 2026, the Company purchased 9,865 tonnes of ore inventory from Inventus for processing at the Fox Complex. The Company paid $1.8 million, with the remaining $0.2 million payable upon completion of the final pour.

REVlaw is a company owned by Carmen Diges, General Counsel and Secretary of the Company. The legal services of Ms. Diges as General Counsel and Secretary and other support staff, as needed, are provided by REVlaw in the normal course of business and have been recorded at their exchange amount.

Paragon Advanced Labs Inc. is a related party of the Company, in which the Company holds a 26.9% ownership interest and exercises significant influence. The assaying services are provided by Paragon in the normal course of business and have been recorded at their exchange amount.

An affiliate of Robert R. McEwen, Evanachan Limited, acted as a lender in the restructured$40.0 million term loan and continued as such under the ARCA. On January 31, 2025, the outstanding $40.0 million loan was refinanced, extending the repayment of principal by 24 months, and is due beginning on January 31, 2027, with the remaining outstanding principal repayment due on August 31, 2028. Following the aforementioned financing, the Company repaid $20.0 million in principal. As consideration for the maintenance, continuation, and extension of the maturity date of the loan, the Company issued 53,160 shares with a value equivalent to 2% of the outstanding loan balance as at March 31, 2025. During the three and six months ended June 30, 2026, the Company paid$0.5 million and$1.0 million, respectively, in interest to this affiliate (three and six months ended June 30, 2025– $0.5 million and$1.1 million, respectively).* *Interest is payable monthly at a rate of 9.75% per annum.

Due from related parties

The Company has the following outstanding accounts receivable from McEwen Copper during the periods presented:

As at June 30, 2026, current receivables from McEwen Copper primarily comprised of charges for management, technical, legal, financial, administrative, geological and engineering services incurred by the Company and billed to McEwen Copper.

On February 6, 2026, the Company entered into a loan agreement with McEwen Copper in the amount of $13.6 million due on February 6, 2030. The loan consists of $6.1 million in previously advanced funds and $7.5 million in new advances. The loan bears interest at a rate of 12% per annum, payable monthly. In connection with the loan, McEwen Copper issued 203,280 warrants to the Company, which were measured at a fair value of $3.4 million at issuance and accounted for as a loan origination fee.

For the three and six months ended June 30, 2026, the Company recognized total interest income of $0.4 million and $0.6 million, respectively, related to this loan, reflecting an effective interest rate of 24%. Interest income consisted of $0.3 million and $0.4 million, respectively, of contractual interest and $0.1 million and $0.2 million, respectively, related to the amortization of the loan origination fee (three and six months ended June 30, 2025 – $nil).

On the same date, Minera Andes S.A., an Argentinian subsidiary of the Company entered into a loan agreement with Andes Corporation Minera S.A., an Argentinian subsidiary of McEwen Copper, in respect of $2.1 million in previously advanced funds. The loan is due on February 29, 2028, and bears interest at a rate of 12% per annum, payable monthly. For the three and six months ended June 30, 2026, the Company recognized interest income of $63.0 thousand and $99.7 thousand, respectively, representing contractual interest (three and six months ended June 30, 2025 – $nil).

As of June 30, 2026, the total carrying value of McEwen Copper term debt was $12.4 million (June 30, 2025 – $nill).

Investments in related parties

On March 27, 2025, the Company participated in a private placement offering of units issued by Canadian Gold, an affiliate of Robert R. McEwen, who owned approximately 32.5% of Canadian Gold Corp., and Ian Ball, a director of the Company, who serves as a consultant for Canadian Gold Corp. and served as its interim Chief Executive Officer from April 2023 to October 2023. For more information, refer toNote 5–Marketable Securitiesand* Note 18 – Asset Acquisitions.*

On April 28, 2025, the Company exercised 9.2 million of its 10.0 million warrants in Inventus Mining Corp. Subsequently, on July 11, 2025, the Company exercised an additional 800,000 warrants. For more information, refer toNote 5 Marketable Securities**.

NOTE 15 FAIR VALUE ACCOUNTING

The hierarchy of fair value measurements assigns a level to fair value measurements based on the inputs used in the respective valuation techniques. The levels of the hierarchy, as defined below, give the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

● Level 1 is defined as observable inputs such as quoted prices in active markets for identical assets. The Company’s Level 1 assets include investments in equity securities, which are exchange-traded and are valued using quoted market prices in active markets.

● Level 2 is defined as observable inputs other than Level 1 prices. These include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company’s Level 2 assets include investments in share purchase warrants with fair value determined using the Black-Scholes option pricing model and inputs from observable market data, including historic volatility.

● Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company’s Level 3 assets include investments in share purchase warrants of McEwen Copper with fair value determined using the Black-Scholes option pricing model and unobservable inputs. Significant unobservable inputs used in Level 3 fair value measurements developed internally by the Company as of March 31, 2026 included the estimated fair value of McEwen Copper shares of $35 per share.

The following table presents the Company’s financial assets that are recorded at fair value in the accompanyingConsolidated Balance Sheets:

The fair value measurement of the Company’s convertible senior unsecured notes is presented inNote 10 Debt and is not included in the table above. The carrying value of the term loan approximates its fair value based on its recent refinancing.

The fair values of other financial assets and liabilities were assumed to approximate their carrying values due to their short-term nature and historically negligible credit losses.

The following table presents the reconciliation for the Company’s assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

NOTE 16 COMMITMENTS AND CONTINGENCIES

Reclamation obligations

As part of its ongoing business and operations, the Company is required to provide bonding for its environmental reclamation obligations. As at June 30, 2026, the Company had surety facilities in place to cover its bonding obligations, which include $37.8 million (December 31, 2025 –$34.4 million) of bonding in Nevada pertaining primarily to the Tonkin and the Gold Bar propertiesand $13.3 million (C$18.9 million) (December 31, 2025 –$13.8 million (C$18.9 million)) of bonding in Canada with respect to the Fox Complex.

The terms of the facilities carry an average annual financing fee of 2.3% and require an average deposit of 7.0%. Surety bonds are available for draw-down by the beneficiary in the event the Company does not fulfil its reclamation obligations. If the specific reclamation requirements are met, the beneficiary of the surety bonds will release the instrument to the issuing entity. The Company believes it is in compliance with all applicable bonding obligations and will be able to satisfy future bonding requirements, through existing or alternative means, as they arise. As at June 30, 2026, the Company recorded $4.6 million in restricted cash in non-current assets as a deposit against the surety facility (December 31, 2025 – $4.2 million).

Flow-through eligible expenses

On December 19, 2025,** **the Company completed a flow-through share issuance for gross proceeds of $5.1 million. The proceeds of this offering will be used for the continued exploration and development of the Company’s properties in the Timmins region of Canada. The Company expects to fulfill its CEE obligations from this offering by the end of 2026.

On January 22, 2026, and January 28, 2026, the Company completed flow-through share issuances for gross proceeds of $7.3 million and $8.1 million, respectively. The proceeds of this offering will be used for the continued exploration and development of the Company’s properties in the Timmins region of Canada. The Company has fulfilled its obligations related to the January 22 and January 28, 2026 issuances.

Prepayment agreement

On February 10, 2025, the Company extended the existing precious metals purchase agreement with Auramet International LLC. Key terms of the agreement remained unchanged. Under this agreement, the Company may sell the gold and silver contained in doré bars produced at the Gold Bar Mine Complex, Fox Complex and El Gallo prior to the completion of refining on a Spot Basis, on a Forward Basis, on an In-Process Basis, and Prepayment Basis i.e., the gold is priced and paid for while the gold is:

During the three and six months ended June 30, 2026, the Company received net proceeds of $32.3 million and $66.7 million, respectively, from the sales on a Prepayment Basis (three and six months ended June 30, 2025 – $13.5 million and $38.2 million, respectively). For the three and six months ended June 30, 2025, the Company recorded revenue of $24.3 million and $58.7 million, respectively, related to the gold sales (three and six months ended June 30, 2025 – $8.4 million and $38.2 million, respectively), with the remaining$8.1 million representing 2,000 ounces pledged but not yet delivered to Auramet (June 30, 2025 –no amounts outstanding) recorded as a contract liability on theConsolidated Balance Sheets.

Other potential contingencies

The Company’s mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment, and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

The Company and its predecessors have transferred their interest in several mining properties to third parties throughout its history. The Company could remain potentially liable for environmental enforcement actions related to its prior ownership of such properties. However, the Company has no reasonable belief that any violation of relevant environmental laws or regulations has occurred regarding these transferred properties.

NOTE 17 INCOME AND MINING TAXES

The Company’s income and mining tax recovery for the three and six months ended June 30, 2026, and 2025, consisted of the following:

The income and mining tax recovery for the three and six months ended June 30, 2026, and 2025, varies from the amounts that would have resulted from applying the statutory tax rates to pre-tax income or loss due primarily to the impact of taxation in foreign jurisdictions and the non-recognition of deferred tax assets.

For the three and six months ended June 30, 2026, and 2025, the Company used the annual effective tax rate method to calculate its tax provision. The tax provision also includes discrete adjustments including the amortization of the flow-through shares premium and changes to valuation allowances on various jurisdictions.

NOTE 18 ASSET****ACQUISITIONS

Canadian Gold Corp Acquisition

On January 5, 2026, the Company completed the acquisition of Canadian Gold, an exploration mine which has a 100% interest in the Tartan Lake Gold Mine Project located in the province of Manitoba, Canada. The Company acquired 100% of Canadian Gold’s outstanding equity interests.

The Company accounted for the acquisition of Canadian Gold as an asset acquisition, in accordance with ASC 805 – Business Combinations.

Consideration transferred to acquire Canadian Gold was measured at fair value. Pursuant to the Arrangement Agreement, the Company issued 2,943,766 common shares with a fair value of$57.7 million as part of the consideration. Additionally, the consideration transferred included 1,529,508 subscription receipts with a fair value of $30.0 million that were contingently issuable subject to shareholder approval. The Company’s previously held equity interest was measured at a fair value of$5.1 million and included in consideration.

Upon receipt of shareholder approval on June 4, 2026, the consideration payable was remeasured at fair value of $32.3 million, resulting in a $2.3 million loss recognized in theStatements of Operations.

The following tables summarize the purchase price and the estimated fair value of assets acquired and liabilities assumed on January 5, 2026:

Golden Lake Exploration Inc. Acquisition

On April 30, 2026, the Company completed the acquisition of Golden Lake, a mineral exploration company which has an option to purchase a 100% interest in the Jewel Ridge and Jewel Ridge West projects, located adjacent to the Company’s Windfall and Lookout Mountain properties. The Company acquired 100% of Golden Lake’s outstanding equity interests.

The Company accounted for the acquisition of Golden Lake as an asset acquisition, in accordance with ASC 805 – Business Combinations.

Consideration transferred to acquire Golden Lake was measured at fair value. Pursuant to the Arrangement Agreement, the Company issued 532,499 common shares with a fair value of$11.6 million as part of the consideration*.*The consideration also included 18,490 stock options with an estimated fair value of $0.1 million.

The following tables summarize the purchase price and the estimated fair value of assets acquired and liabilities assumed on April 30, 2026:

NOTE 19****GENERAL AND ADMINISTRATIVE EXPENSES

The Company’s general and administrative expenses for the three and six months ended June 30, 2026, and 2025, consisted of the following: