The information in this section should be read in conjunction with our consolidated financial statements and the notes thereto included in this Annual Report on Form 10-K.

the Q2/19, we adopted a variable silver to gold ratio for reporting that approximates the average price during each fiscal quarter.

Index to Management's Discussion and Analysis:

2021 AND Q4/21 OPERATING AND FINANCIAL HIGHLIGHTS

Highlights for the year and quarter ended December 31, 2021, are summarized below and discussed further in the Consolidated Financial Performance:

We re-organized McEwen Copper Inc. ("McEwen Copper"), originally a wholly-owned

? subsidiary, which holds 100% interest in the Los Azules copper project in the

William (Bill) Shaver, P. Eng., was appointed to the Board of Directors on

? September 29, 2021. Mr. Shaver replaces Gregory Fauquier, who has resigned from

the Board of Directors after seven years of distinguished service to the

Cash Flow and Results of Operations

Production within the full year 2021 guidance ranges. Gold equivalent ounces

produced in Q4/21 remained strong at 40,153, including 20,190 attributable gold

? equivalent ounces from the San José mine(1) bringing the full year 2021

production total to 154,391 gold equivalent ounces, including 76,839 gold

equivalent ounces from the San José mine(1).

33% increase in gold equivalent ounces sold in 2021 over 2020. We sold 40,184

gold equivalent ounces in Q4/21, with 20,327 attributable ounces from the San

? José mine (1), bringing the total gold equivalent ounces sold in 2021 to

153,415, including 76,112 attributable gold equivalent ounces from the San José

We reported cash, cash equivalents and restricted cash of $60.6 million as at

? December 31, 2021, of which $39.8 million is to be used toward McEwen Copper

for the advancement of the Los Azules Copper project.

In 2021 the Company raised additional gross proceeds of $12.7 million and $31.5

? million through a Canadian development expenditures ("CDE") flow-through and an

On March 2, 2022, the Company closed the private placement offering of

? 14,500,000 flow-through common shares priced at $1.04 for gross proceeds of

Second half drove improved full year 2021 financial results. Revenue was $136.5

? million representing a 30% increase over 2020, from the sale of 77,304 gold

equivalent ounces during 2021 from our 100% owned properties; at an average

realized price(2) of $1,803 per gold equivalent ounce.

We reported cash gross profit(2) of $17.3 million and gross loss of $6.5

? million in 2021 compared with cash gross loss(2) of $4.0 million and gross loss

? We reported net loss of $56.7 million, or $0.12 per diluted share for the year

Exploration and Mineral Resources and Reserves

In H2/20, the Company completed two flow-through financings for combined net

proceeds of $19.6 million. These proceeds were used to incur eligible

? exploration expenditures in the Timmins region in 2021 and will be used in

2022, with the primary focus around the Stock West, Grey Fox and Whiskey Jack

We continued our exploration programs during 2021 including a total $20.9

? million spend and drilling 77,670 and 5,259 meters (254,757 and 17,250 feet) at

our Fox Complex and Nevada respectively.

On January 26, 2022, we announced the results of our Preliminary Economic

Assessment ("PEA") of the Fox Complex. The PEA estimates positive economics for

? our expansion project at Fox, where after depletion of Froome, production could

continue for another 9 years, at average 80,800 oz gold per year. Overall,

estimated economics predict an IRR of 21% at a gold price of $1,650/oz, at

average cash costs and AISC $769/oz and $1,246/oz respectively.

? In early 2021, the Company announced an updated Probable Reserve Estimate

of 302,000 recoverable gold ounces for the Gold Bar Mine in Nevada.

? Approval of the mining permit is pending for Gold Bar South as of the date of

As used here and elsewhere in this report, this is a Non-GAAP financial (2) performance measure. See "Non-GAAP Financial Performance Measures" beginning

SELECTED CONSOLIDATED FINANCIAL AND OPERATING RESULTS

(1) Excludes revenue from the San José mine, which is accounted for under the

(1) Silver production is presented as a gold equivalent; silver:gold ratio of

As used here and elsewhere in this report, this is a Non-GAAP financial (2) performance measure. See "Non-GAAP Financial Performance Measures" beginning

(3) On sales from 100% owned operations only, excluding streaming arrangement.

(4) Average for the quarter or year as presented.

Year ended December 31, 2021 compared to 2020

Production costs applicable to sales in 2021 increased by 9.6% to $119.2 million compared to 2020. The increase was primarily due to an increase in gold equivalent ounces sold during the year.

the financing activities for McEwen Copper will be used to conduct economic studies on the Los Azules project in Argentina.

Working capital as at December 31, 2021 of $32.6 million increased by $24.7 million from December 31, 2020. The change is attributed to the increase in cash and cash equivalents arising from the financing activities related to flow-through shares and sale of shares of McEwen Copper discussed above.

The Company have sufficient liquidity along with funds generated from ongoing operations to fund anticipated cash requirements for operations, capital expenditures and working capital purposes for the next 12 months.

The U.S.A. segment is comprised of the Gold Bar mine and certain exploration properties.

The following table sets out operating results for the Gold Bar mine for the three months and year ended December 31, 2021, compared to 2020 and 2019:

As used here and elsewhere in this report, this is a Non-GAAP financial (1) performance measure. Cash costs for the Company's 100% owned operations equal

Production costs applicable to sales. See "Non-GAAP Financial Performance

Measures" beginning on page 63 for additional information.

Cash cost and AISC per gold equivalent ounce sold were $2,038 and $2,104 in Q4/21 respectively compared to $3,439 and $3,726 in Q4/20 respectively. The decrease was primarily due to lower mining cost as a result of mined waste materials decreased by 47% compared to Q4/20.

The exploration activities in 2021 included metallurgical, geotechnical and drilling programs for a cumulative 8,620 feet (2,627m) at Ridge and Tonkin Rooster. Delineation drilling programs were conducted at Atlas Pit, SW Pick Extension, and Cabin North with cumulative 8,629 feet (2,632m) completed. Delineation drilling at Cabin North and Pick SW Extension is ongoing.

The Canada segment is comprised of the Fox Complex, which includes the Black Fox gold mine, the Froome mine, the Stock mill, the Grey Fox and Stock West advanced-stage projects, and other gold exploration properties located in Timmins, Ontario, Canada.

Fox Complex, Black Fox mine and Froome mine development

Black Fox mine production wound down during 2021 as production shifted to the Froome Mine. We realized a milestone on September 19, 2021 when commercial production was reached at the Froome mine, three months ahead of schedule.

The following table sets out operating results for the Black Fox and Froome mine for the three months ended December 31, 2021, and 2020, and the years ended December 31, 2021, 2020, and 2019:

As used here and elsewhere in this report, this is a Non-GAAP financial (1) performance measure. Cash costs for the Company's 100% owned operations equal

Production costs applicable to sales. See "Non-GAAP Financial Performance

Measures" beginning on page 63 for additional information.

sold was primarily due to higher ounces sold and less sustaining capital spending during 2021 due to winding down of the Black Fox mine.

Exploration Activities and Expansion Study - Timmins

Stock & Grey Fox property

This brought our annual total to 77,670 meters from the 185 surface holes drilled within the Fox Complex exploration properties.

Initial gold resources that will contribute to our growth plans have been outlined.

Encouraging assay results show the potential of the Stock West mineralized

? zones to extend eastward to depth and 200 meters along a prominent shallow

Drilling is planned for 2022 to investigate an intercept in hole S21-202, which

? encountered 21 meters of mineralization at an average gold grade of 4.29 g/t.

If drilling shows this intercept connects to mineralization at Stock West, it

could materially enlarge the boundaries of the Stock West system.

The host lithology of the Stock West mineralization was also recently

? intersected in the footwall of the historic Stock mine. These observations

support our confidence that the property is early in its discovery phase of

The Mexico segment includes the El Gallo Project (formerly "El Gallo 1" or "El Gallo Mine") and the advanced-stage Fenix Project, located in Sinaloa.

Current activities at the El Gallo Project are limited to residual leaching as part of closure and reclamation plans.

Cash costs and All-in-sustaining costs and Cash costs and AISC per gold equivalent ounce

As the El Gallo Project's gold and silver production and sales result from residual leaching activities, we have ceased relying on, and disclosing, cash cost and AISC per gold equivalent ounce as key metrics for the operation.

Advanced-Stage Properties - Fenix Project

The Fenix Project feasibility study was published on February 16, 2021 and is available for review on our website and SEDAR (www.sedar.com).

The key environmental permits for Phase 1 were received in 2019, including the approval for an in-pit tailings storage facility and process plant construction.

The MSC segment is comprised of a 49% interest in the San José mine, located in Santa Cruz, Argentina.

As used here and elsewhere in this report, this is a Non-GAAP financial (1) performance measure. Cash costs for the Company's 100% owned operations equal

Production costs applicable to sales. See "Non-GAAP Financial Performance

Measures" beginning on page 63 for additional information.

The comparative analysis below compares the operating and financial results of MSC on a 100% basis.

Exploration activities were focused on the Telken Norte and Saavedra near-mine targets. Drilling is expected to continue through 2022.

McEwen Copper intends to pursue an initial public listing within 12 months of the completion of the private placement transaction.

Construction has begun on the new access road that will provide year-round access to the project. To date, construction has advanced 11 miles from the east (72-mile planned length). As part of our ongoing involvement with local communities and entrepreneurs, local contractors are being sourced for the construction.

Please refer to our website at www.mcewenmining.com for further details.

(1) Amounts presented represent the undiscounted uninflated future payments.

Operating lease obligations include long term leases covering office space, exploration expenditures, option payments and option payments on properties.

The presentation of these measures including the minority interest in the San José, has limitations as an analytical tool. Some of these limitations include:

The amounts shown on the individual line items were derived by applying our

? overall economic ownership interest percentage determined when applying the

equity method of accounting and do not represent our legal claim to the assets

and liabilities, or the revenues and expenses; and

Other companies in our industry may calculate their cash gross profit, cash

? costs, cash cost per ounce, all-in sustaining costs, all-in sustaining cost per

ounce, average realized price per ounce, and liquid assets differently than we

do, limiting the usefulness as a comparative measure.

The following tables present a reconciliation of cash gross profit or loss to the most directly comparable GAAP measure, gross profit or loss:

Cash Costs and All-In Sustaining Costs

Sustaining operating costs represent expenditures incurred at current

operations that are considered necessary to maintain current annual production

? at the mine site and include mine development costs and ongoing replacement of

mine equipment and other capital facilities. Sustaining capital costs do not

Sustaining exploration and development costs include expenditures incurred to

sustain current operations and to replace reserves and/or resources extracted

? as part of the ongoing production. Exploration activity performed near-mine

(brownfield) or new exploration projects (greenfield) are classified as

The sum of all-in sustaining costs is divided by the corresponding gold equivalent ounces sold to determine a per ounce amount.

All­in sustaining costs $ 21,286 $ 16,221 $ 37,507 $ 76,870 $ 43,456 $ 120,326 Ounces sold, including stream (Au Eq. oz)(1)

Total gold equivalent ounces sold for Q4/21 and 2021 is 40,184 and 153,415

respectively and includes gold equivalent ounces sold from 49% interest in (1) MSC and 100% owned operating mines of 19,962 and 77,553, as disclosed above,

and 525 and 3,696 gold equivalent ounces sold from the El Gallo Project for

All­in sustaining costs $ 21,241 $ 11,454 $ 32,695 $ 68,272 $ 40,904 $ 109,176 Ounces sold, including stream (Au Eq. oz)(1)

The following table reconciles this non-GAAP measure to the most directly comparable U.S. GAAP measure, revenue from gold and silver sales. Ounces of gold and silver sold for the San José mine are provided to us by MSC.

The term liquid assets used in this report is also a non-GAAP financial measure. We report this measure to better understand our liquidity in each reporting period.

Precious Metals valued at market value (1)(2) 1,018 1,412 Total liquid assets

As of December 31, 2021 and 2020 we held 560 and 798 gold equivalent ounces (1) in inventory, valued at $1,799 and $1,770 per ounce, respectively, net of our

(2) Precious metals valued at cost on December 31, 2021 and 2020 equals $1,819

CRITICAL ACCOUNTING ESTIMATES AND ACCOUNTING DEVELOPMENTS

Estimates regarding mine development capitalization costs involve the determination of proven and probable reserves.

future quantities of recoverable minerals, gold, silver and other commodity prices, production levels and costs of capital are each subject to significant risks and uncertainties.

Costs are allocated to precious metal inventories based on costs of the respective in-process inventories incurred prior to the refining process plus applicable refining costs.

statements about our anticipated exploration results, cost and feasibility of

? production, production estimates, receipt of permits or other regulatory or

statements concerning the benefits or outcomes that we expect will result from

? our business activities and certain transactions that we contemplate or have

completed, such as receipt of proceeds, increased revenues, decreased expenses

and avoided expenses and expenditures.

? statements of our expectations, beliefs, future plans and strategies,

anticipated developments and other matters that are not historical facts.

Included among the forward-looking statements and information that we may provide is production guidance. From time to time the Company provides guidance on operations, based on stand-alone budgets for each operating mine. In developing the mine production portion of the budget, we evaluate several factors and assumptions, which include, but are not limited to:

? gold and silver price forecasts.

? average gold and silver grade mined, using a resource model.

? average grade processed by the crushing facility (Gold Bar) or milling facility

(San José mine and Black Fox mine).

? expected tonnes moved and strip ratios.

? available stockpile material (grades, tonnes, and accessibility).

estimates of in process inventory (either on the leach pad or plant for the El

? Gallo Project and Gold Bar, or in the mill facility for the San José mine and

? estimated leach recovery rates and leach cycle times (the El Gallo Project and

? estimated mill recovery rates (San José mine and Black Fox mine).

? internal and contractor equipment and labor availability.

RISK FACTORS IMPACTING FORWARD-LOOKING STATEMENTS

The important factors that could prevent us from achieving our stated goals and objectives include, but are not limited to, those set forth in other "Risk Factors" section in this report and the following:

? our ability to raise funds required for the execution of our business strategy.

the effects of pandemics such as COVID-19 on health in our operating

? jurisdictions and the world-wide, the national, state and local responses to

? our ability to secure permits or other regulatory and government approvals

needed to operate, develop or explore our mineral properties and projects.

? decisions of foreign countries, banks and courts within those countries.

? unexpected changes in business, economic, and political conditions.

? fluctuations in interest rates, inflation rates, currency exchange rates, or

? timing and amount of mine production.

? our ability to retain and attract key personnel.

? technological changes in the mining industry.

? changes in operating, exploration or overhead costs.

? access and availability of materials, equipment, supplies, labor and

? results of current and future exploration activities.

results of pending and future feasibility studies or the expansion or

? commencement of mining operations without feasibility studies having been

? changes in our business strategy.

? interpretation of drill hole results and the geology, grade and continuity of

? litigation or regulatory investigations and procedures affecting us.

? local and community impacts and issues including criminal activity and violent

? accidents, public health issues, and labor disputes.

? our continued listing on a public exchange.

? uncertainty relating to title to mineral properties.

? changes in relationships with the local communities in the areas in which we

? changes in environmental laws and requirements in the jurisdictions in which we

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