US Gold and Minera Andes Enter Into Arrangement Agreement to Form McEwen Mining
US Gold Corporation (UXG.TO) and Minera Andes Inc. (MAI.TO) announced that they have entered into an arrangement agreement dated September 22, 2011, pursuant to which US Gold and Minera Andes will combine to form McEwen Mining.
Under the terms of the Arrangement Agreement (and as previously announced in US Gold and Minera Andes' joint news release dated September 2, 2011) holders of Minera Andes common shares will receive 0.45 shares of a subsidiary of US Gold which are exchangeable for common shares of US Gold for each 1 common share of Minera Andes held. This transaction will be carried out pursuant to the Arrangement Agreement under a court-approved statutory plan of arrangement governed by the Business Corporations Act (Alberta).
The special committees of US Gold and Minera Andes have each obtained a valuation and a fairness opinion from their respective independent financial advisors to the effect that, subject to the assumptions, qualifications and limitations contained therein, the Exchange Ratio is fair, from a financial point of view, to their respective shareholders (other than Rob McEwen). The US Gold and Minera Andes boards of directors have each unanimously determined, based on, among other things, recommendations from their respective special committees, that the transaction is in the best interest of their respective companies and is fair to their respective shareholders. The directors and senior officers of each company (including Rob McEwen) have also entered into a customary support and voting agreement to vote their shares in favour of the arrangement. Closing of the transaction is expected to occur in late 2011.
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