TORONTO, ONTARIO--(Marketwire - Jan. 24, 2012) - McEwen Mining Inc. ("McEwen Mining") is
pleased to announce that the previously announced business combination
(the "Combination"), pursuant to which US Gold Corporation acquired
Minera Andes Inc. and was renamed McEwen Mining, has been successfully
completed and closed today. The Combination was carried out by way of a
plan of arrangement under the Business Corporations Act
(Alberta), which was approved by the shareholders of both US Gold and
Minera Andes on January 19, 2012 and the Court of Queen's Bench of
Alberta on January 20, 2012.
Shares of McEwen Mining will commence trading on the NYSE and
the TSX, subject to final exchange approvals, under the symbol "MUX" on
Friday January 27, 2012. Holders of Minera Andes shares will receive
0.45 of an exchangeable share of McEwen Mining - Minera Andes
Acquisition Corp. for each one (1) Minera Andes share held. These
exchangeable shares of McEwen Mining - Minera Andes Acquisition Corp.,
will also start trading on the TSX on January 27, 2012 under the symbol
"MAQ". The exchangeable shares of McEwen Mining - Minera Andes
Acquisition Corp. are convertible on a one-for-one basis at any time
into shares of McEwen Mining. McEwen Mining will have an aggregate of
267,084,203 shares of common stock outstanding and issuable upon the
exchange of exchangeable shares.
Minera Andes (TSX:MAI) and US Gold (NYSE:UXG)(TSX:UXG) will
continue trading in the ordinary course on January 25 and 26, following
which Minera Andes will delist from the TSX and OTC and US Gold will
continue to trade as McEwen Mining.
If you are a US Gold shareholder or hold your Minera Andes
shares through a broker or other intermediary, no action is required by
you. If you hold your Minera Andes shares in certificate form, you will
need to follow the process set out in the letter of transmittal provided
to you along with the management information circular of Minera Andes,
dated December 13, 2011. You may also download a copy of the letter of
transmittal from www.mcewenmining.com.
McEwen Mining will be led by Rob McEwen (Chairman, President
and CEO) along with a team of directors consisting of Dr. Leanne Baker,
Michele Ashby (formerly directors of US Gold), and Michael Stein,
Richard Brissenden, Allen Ambrose and Dr. Donald Quick (formerly
directors of Minera Andes). Management will also consist of Perry Ing
(Chief Financial Officer), William Faust (Chief Operating Officer), Ian
J. Ball (Senior Vice President), Stefan Spears (Vice President,
Projects) and Nils Engelstad (Vice President, Corporate Affairs and
Secretary).
The Board of directors of McEwen Mining wishes to formally
acknowledge the work and efforts of our friends Peter Bojtos, Declan
Costelloe, Victor Lazarovici, Allan Marter and Jim Duff for their
contributions to making McEwen Mining possible.
ABOUT MCEWEN MINING (www.mcewenmining.com)
The objective of McEwen Mining is to qualify for inclusion in
the S&P 500 by 2015 by creating a high growth, low-cost, mid-tier
silver producer focused in the Americas. McEwen Mining's principal
assets consist of the following:
- Production: a 49% interest in Minera
Santa Cruz SA, owner of the San José Silver-Gold Mine that is located
near Goldcorp's Cerro Negro project in Argentina.
- Development: The El Gallo Complex
in Sinaloa, Mexico (first phase of production expected Q2 2012) and the
Gold Bar Project in Nevada; as well as the Los Azules Copper Deposit in
San Juan, Argentina.
- Exploration: The Company has a
large portfolio of exploration properties in Santa Cruz province
Argentina, surrounding the San José Mine and Goldcorp's Cerro Negro
project in addition to significant land packages in Nevada adjoining
Barrick's Cortez mine and surrounding our El Gallo Complex in Mexico.
Rob McEwen, Chairman and CEO, owns 25% of the outstanding
shares of McEwen Mining, which has US$80 million in cash (including
silver/gold bullion) and no bank debt (as at December 31, 2011).
Forward Looking and Cautionary Statements
This press release contains certain forward-looking
statements and information, including "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of
1995. The forward-looking statements and information expressed, as at
the date of this press release, McEwen Mining Inc.'s (the "Company")
estimates, forecasts, projections, expectations or beliefs as to future
events and results. Forward-looking statements and information are
necessarily based upon a number of estimates and assumptions that, while
considered reasonable by management, are inherently subject to
significant business, economic and competitive uncertainties, risks and
contingencies, and there can be no assurance that such statements and
information will prove to be accurate. Therefore, actual results and
future events could differ materially from those anticipated in such
statements and information. Risks and uncertainties that could cause
results or future events to differ materially from current expectations
expressed or implied by the forward-looking statements and information
include, but are not limited to, risks related to business integration
as a result of the business combination between US Gold and Minera
Andes, factors associated with fluctuations in the market price of
precious metals, mining industry risks, political, economic, social and
security risks associated with foreign operations, risks related to
litigation including specifically but not limited to ongoing litigation
with respect to the Los Azules property which if resolved adversely to
the Company, would materially affect the Company's ability to develop
the Los Azules project, property title, the state of the capital
markets, environmental risks and hazards, uncertainty as to calculation
of mineral resources and reserves and other risks. Readers should not
place undue reliance on forward-looking statements or information
included herein, which speak only as of the date hereof. The Company
undertakes no obligation to reissue or update forward-looking statements
or information as a result of new information or events after the date
hereof except as may be required by law. On January 24, 2012, US Gold
Corporation and Minera Andes Inc. completed a business combination
wherein US Gold acquired Minera Andes and was renamed McEwen Mining Inc.
See US Gold's Annual Report on Form 10-K for the fiscal year ended
December 31, 2010 and other filings with the Securities and Exchange
Commission, under the caption "Risk Factors"; and, Minera Andes' Annual
Information Form, filed on SEDAR (www.sedar.com), and its Form 40F, available on EDGAR (www.sec.gov),
for additional information on risks, uncertainties and other factors
relating to the forward-looking statements and information regarding the
Company. All forward-looking statements and information made in this
news release are qualified by this cautionary statement.
The TSX and NYSE have not reviewed and do
not accept responsibility for the adequacy or accuracy of the contents
of this news release, which has been prepared by management of McEwen
Mining.
Contact Information
McEwen Mining Inc.
Jenya Meshcheryakova
Investor Relations
(647) 258-0395 or Toll Free: (866) 441-0690
(647) 258-0408 (FAX)
Mailing Address
181 Bay Street Suite 4750
Toronto, ON M5J 2T3
PO box 792
info@mcewenmining.com
www.mcewenmining.com