XTSE:MUX McEwen Mining Inc Insider Activity 3 Filing - 1/24/2012

Effective Date 1/24/2012

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FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  AMBROSE ALLEN V
2. Date of Event Requiring Statement (Month/Day/Year)
01/24/2012
3. Issuer Name and Ticker or Trading Symbol
McEwen Mining Inc. [MUX]
(Last)
(First)
(Middle)
401 WEST CHARLTON AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)

SPOKANE, WA 99208
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Exchangeable Shares 01/24/2012   (1)(2) Common Stock 270,990(1)(2) (1) (2) D  
Stock Option Right to Buy 12/27/2009 02/09/2012 Common Stock 634,500 (3) D  
Stock Option Right to Buy 05/23/2011 05/23/2013 Common Stock 81,000 (4) D  
Stock Option Right to Buy   (5) 05/13/2015 Common Stock 45,000 (6) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AMBROSE ALLEN V
401 WEST CHARLTON AVENUE
SPOKANE, WA 99208
  X      

Signatures

Allen V. Ambrose 01/26/2012
** Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Pursuant to that certain Arrangement Agreement (the "Arrangement Agreement") and certain of the transactions contemplated thereby (the "Transactions"), dated as of September 22, 2011, by and among US Gold Corporation, a Colorado corporation and predecessor corporation to McEwen Mining Inc. (the "Company"), McEwen Mining-Minera Andes Acquisition Corp. ("Exchangeco") and Minera Andes Inc. ("Minera Andes"), shares of the Company's common stock ("Common Stock") reported represent the number of shares of Common Stock issuable upon the exchange of exchangeable shares of Exchangeco ("Exchangeable Shares") by a holder of Exchangeable Shares. Exchangeable Shares were issued on January 24, 2012 and are exchangeable on a one-for-one basis for Common Stock at any time at the option of the holder and are intended to have, to the extent practicable, the same economic, voting and other rights of the Common Stock.
(2) Exchangeable Shares may be converted into Common Stock (i) upon certain changes in Canadian tax law, (ii) upon a liquidation, dissolution or winding up of Exchangeco, or (iii) upon a liquidation of the Company. Exchangeco may accelerate redemption in the event that: (A) fewer than 5% of the Exchangeable Shares are outstanding; (B)(1) the Company undergoes a change of control or a change of control is approved, (2) the shareholders of the Company approve a liquidation of the Company or (3) the Company disposes of substantially all of its assets and it is not reasonably practicable to substantially replicate the Exchangeable Shares; or (C) certain voting events are proposed that affect the substantial equivalence of Exchangeable Shares and Common Stock.
(3) The option may be exercised at a price of $1.51 CAD per 0.45 shares of Common Stock.
(4) The option may be exercised at a price of $1.36 CAD per 0.45 of Common Stock.
(5) The option vests one-third on May 13, 2011, one-third on May 13, 2012 and one-third on May 13, 2013.
(6) The option may be exercised at a price of $1.02 CAD per 0.45 shares of Common Stock.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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XTSE:MUX McEwen Mining Inc Insider Activity 3 Filling

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XTSE:MUX McEwen Mining Inc Insider Activity 3 Filing - 1/24/2012
Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol |  Title Star Rating |  Category |  Total Assets |  Top Holdings |  Top Sectors |  Symbol |  Name Title |  Date |  Author |  Collection |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol / Ticker |  Title Star Rating |  Category |  Total Assets |  Symbol / Ticker |  Name Title |  Date |  Author |  Collection |  Popularity |  Interest Title |  Date |  Company |  Symbol |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Title |  Date |  Company |  Symbol |  Interest |  Popularity

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