US Gold Acquires Minera Andes and Renamed McEwen Mining

US Gold Corporation (NYSE, TSX: UXG) completed the acquisition of Minera Andes Inc. (TSX: MAI; OTCBB: MNEAF) by plan of arrangement under the Business Corporations Act (Alberta) and then was renamed McEwen Mining Inc. (NYSE, TSX: MUX). At the time of closing, McEwen Mining had a market capitalization of approximately $1.4 billion.

Under the plan of arrangement, Minera Andes shareholders received 0.45 of an exchangeable share of McEwen Mining - Minera Andes Acquisition Corp. (TSX: MAQ), a subsidiary of US Gold, for each Minera Andes common share. Each exchangeable share is exchangeable on a one-for-one basis for common stock of McEwen Mining. The combination of US Gold and Minera Andes was initially proposed by Robert McEwen, the Chairman, CEO and largest shareholder of both companies. Mr. McEwen is the President and CEO of McEwen Mining and owns approximately 25 per cent of the outstanding common stock.

McEwen Mining, based in Toronto, explores for gold, silver and copper in the Americas. It is advancing its El Gallo Project in Mexico and its Gold Bar Project in Nevada towards production and has three significant assets in Argentina: a 49 per cent interest in Minera Santa Cruz SA, owner of the San Jose Mine that is located near Goldcorp's Cerro Negro project; 100 per cent ownership of the Los Azules copper deposit; and 100 per cent ownership of a large portfolio of exploration properties in Santa Cruz province, Argentina, including properties bordering the Cerro Negro project.

US Gold was represented by Nils Engelstad, Corporate Counsel, and in Canada by Fraser Milner Casgrain LLP with a team that included Michael Melanson, Ralph Shay, David Coultice, Colleen Cebuliak and Elianeth Alicea (securities/M&A); Matthew Peters and Zahra Nurmohamed (tax); Sandy Walker (Competition Act/Investment Canada Act) and Brian Foster (litigation) and in the US by Hogan Lovells US LLP with a team that included George Hagerty, Ami Galani, Sara Hill, Jesse Menlove, Ryan Adrian and Doug Edwards (securities/M&A) and Dan Davidson (tax). The Special Committee of US Gold was represented in Canada by Goodmans LLP with a team that included Grant McGlaughlin, Brad Ross and Mark Haber (securities/M&A) and Rebecca Burrows, Tom Friedland and Hannah Arthurs (litigation) and in the US by Perkins Coie LLP with a team that included Sonny Allison, Tim Fete and Kara Tatman (securities/M&A).

Minera Andes was represented by Nils Engelstad, Vice President, Corporate Affairs and Secretary, and in Canada by Lawson Lundell LLP with a team that included Gordon Chambers, Joanna Cameron, Stephen Cooper and Andreas Heiden (securities/M&A); Heather Cane, Kinji Bourchier, Craig Ferris and Judd Popp (litigation) and Len Glass and Parveen Karsan (tax) and in the US by Arnold & Porter LLP with a team that included Grant Vingoe (securities/M&A) and Cynthia Mann (tax). The Special Committee of Minera Andes was represented by Torys LLP with a team that included Sharon Geraghty, Michael Amm, Adam Banack, James Miller and Paulina Taneva (securities/M&A).


Craig A.B. Ferris Adam Banack Colleen M. Cebuliak Michael N. Melanson Rebecca Burrows Ralph H. Shay Kinji Bourchier Zahra Nurmohamed Grant E. McGlaughlin Mark Haber Hannah Arthurs Brad Ross Jude Popp Leonard A. Glass Joanna Cameron Doug Edwards Nils F. Engelstad Michael D. Amm Sharon C. Geraghty Thomas A. Friedland David J. Coultice D. Grant Vingoe Paulina Taneva James Miller Heather M. Cane Parveen Karsan Gordon R. Chambers


Dentons Canada LLP Hogan Lovells US LLP Goodmans LLP Perkins Coie LLP Lawson Lundell LLP Arnold & Porter Torys LLP