US Gold and Minera Andes complete plan of arrangement
posted on
Feb 06, 2012 12:12PM
Formerly - Minera Andes Inc
TORONTO, ONTARIO--(Marketwire - Jan. 20, 2012) - US Gold Corporation ("US Gold") (NYSE:UXG)(TSX:UXG) and Minera Andes Inc. ("Minera Andes") (TSX:MAI)(OTCBB:MNEAF) are pleased to announce that Minera Andes has been granted the final court order from the Court of Queen's Bench of Alberta approving the plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"), pursuant to which US Gold will acquire Minera Andes and be renamed McEwen Mining Inc. ("McEwen Mining").
Pursuant to the Arrangement, each Minera Andes shareholder will receive 0.45 of an exchangeable share (an Exchangeable Share) in the capital of McEwen Mining - Minera Andes Acquisition Corp. (Exchangeco), a subsidiary of US Gold for every one (1) Minera Andes share held. Each Exchangeable Share will be exchangeable for US Gold Shares on a one-for-one basis at the option of the holder and in certain other circumstances. The Exchangeable Shares will also have voting rights, dividend entitlements and other attributes corresponding to the US Gold Shares. Each US Gold shareholder will continue to hold their existing US Gold shares in the renamed McEwen Mining. The Arrangement was overwhelmingly approved by the shareholders of US Gold and Minera Andes at their respective special meetings of shareholders held on January 19, 2012.
It is anticipated that the transaction will become effective on or about January 24, 2012, and shares of McEwen Mining be expected to commence trading on the New York Stock Exchange ("NYSE") and the Toronto Stock Exchange ("TSX") under the symbol "MUX" on or about January 27, 2012 concurrently with the commencement of trading on the TSX of the exchangeable shares of McEwen Mining - Minera Andes Acquisition Corp. to be received by Minera Andes shareholders under the symbol "MAQ". Upon closing of the transaction, McEwen Mining will have an aggregate of 267,084,203 shares of common stock outstanding and issuable upon the exchange of exchangeable shares.
ABOUT US GOLD ( www.usgold.com ) AND MINERA ANDES ( www.minandes.com)
US Gold and Minera Andes entered into a definitive arrangement agreement on September 22, 2011, wherein each Minera Andes shareholder would receive 0.45 of an Exchangeable Share for every one (1) Minera Andes share held. On January 19, 2012 shareholders of US Gold and Minera Andes voted in favour of the Arrangement. US Gold's objective is to qualify for inclusion in the S&P 500 by 2015. US Gold explores for gold and silver in the Americas and is advancing its El Gallo Complex in Mexico and its Gold Bar Project in Nevada towards production. US Gold's shares are listed on the NYSE and the TSX under the symbol UXG, trading 2.9 million shares daily during the past twelve months. US Gold's shares are included in S&P/TSX and Russell indices and Van Eck's Junior Gold Miners ETF. Rob McEwen, Chairman and CEO, owns 20% of the shares of US Gold. Minera Andes is an exploration company exploring for gold, silver and copper in Argentina with three significant assets: One, a 49% interest in Minera Santa Cruz SA, owner of the San Jose Mine that is located near Goldcorp's Cerro Negro project; Two, 100% ownership of the Los Azules copper deposit; Three, 100% ownership of a large portfolio of exploration properties in Santa Cruz province, Argentina, including properties bordering the Cerro Negro project. Minera Andes had $45 million USD in cash as at September 30, 2011 with no bank debt. Rob McEwen, Chairman and CEO, owns 30% of the shares of Minera Andes.