US Gold Announces Positive Preliminary Feasibility Study for Gold Bar Project, Nevada
Toronto, Ontario (November 28, 2011) - US GOLD CORPORATION (NYSE.AMEX: UXG - TSX: UXG) is pleased to announce results of a Preliminary Feasibility Study (“PFS”) for its 100% owned Gold Bar Project in Nevada. The PFS was prepared by SRK Consulting (U.S.) Inc. (“SRK”) of Reno, Nevada, in accordance with the requirements of Canadian National Instrument 43-101 “Standards of Disclosure for Mineral Projects” (“NI 43-101”).
Highlights of the Pre-feasibility Study (All amounts in US dollars)
Average annual production of approximately 51,000 ounces of gold over an 8-year mine life (total 410,400 ounces), at a cash cost of $665 per ounce (oz).
Open-pit mine with conventional oxide heap leach processing. Projected gold recovery of 82% after primary crushing to 5 centimeters (2 inches) and a 90-day leach cycle. After-tax Net Present Value (NPV) of $36.4 million at $1,200 per oz gold and 8% discount rate, giving an Internal Rate of Return (IRR) of 29%. Based on today’s spot gold price ($1,700 per oz) the after-tax NPV and IRR increase to $109.1 million and 61% respectively. Estimated initial capital expenditures of $55.8 million and sustaining capital of $38.5 million, for total life-of-mine (LoM) capital expenditures of $94.3 million. Pay-back period of 2.6 years at $1,200 per oz gold, or 1.4 years based on the spot gold price ($1,700 per oz). ..."
"Rob McEwen Letter to Shareholders of US Gold and Minera Andes
You will shortly receive in the mail a massive document: information circular/proxy statement along with a request for your vote to approve the combination of US Gold and Minera Andes. My name is Rob McEwen and I am the largest shareholder, Chairman and CEO of both companies. I own approximately 20% of the outstanding shares of US Gold and 30% of the outstanding shares of Minera Andes. In June 2011, I proposed this combination to the Boards of both companies based upon my belief that the combined company would be significantly stronger and better positioned to grow and prosper.
I do not take a salary from either company. I bought all of my shares. The cost of my investment is over $110 million and it is split approximately 45% US Gold and 55% Minera Andes. How will I make money? The same way as you, which is through a higher share price!
I am very sorry to say that since June the price performance of our shares and much of the junior gold market has been simply awful and financially painful for all of us! However, once you have approved the combination on January 19th I believe we will see the value of our shares begin to improve for the following reasons: ...."
"US Gold Provides El Gallo Complex Construction & Exploration Update
TORONTO, ONTARIO (January 4, 2012) US GOLD CORPORATION (NYSE: UXG) (TSX: UXG) is pleased to provide a construction and exploration update for its El Gallo Complex in Sinaloa, Mexico. Key developments for Phase 1 construction and exploration results include:
Construction of Phase 1 remains on time and budget and is scheduled to be completed by mid-2012. Phase 1 production is expected to average 30,000 ounces of gold per year. Phase 2, for which a feasibility study is being completed, is expected to contribute an additional 5 million ounces of silver and 5,000-10,000 ounces of gold per year. The mining fleet for Phase 1 has arrived and pre-stripping of the open pit mine began on December 9th and will continue during the first half of the year. Stockpiling of ore is expected to begin in the coming weeks. Ore is expected to be delivered to the heap leach pad by mid-2012.
Engineering for the crushing, process plant and heap leach facilities has been completed. Pre-existing equipment has been disassembled and removed from site. The new crushing and process plant is expected to be completed by May-2012. (A photo library showing bi-weekly progress can be viewed by clicking here).
New drill results from the San Dimas discovery (first announced October 27, 2011) include: 1.15 gpt gold, 31.9 gpt silver over 27.3 m and 2.02 gpt gold, 43.5 gpt silver over 14.5 m.
Palmarito expansion drilling continues to intersect good grades starting from or near-surface: 125.9 gpt silver over 25.0 m, 258.8 gpt silver over 4.7 m and 107.6 gpt silver over 14.1 m. ..."
"US Gold Responds to Settlement Offer Regarding Minera Andes' Los Azules Copper Property Litigation
TORONTO, ONTARIO – January 13, 2012: US Gold Corporation (“US Gold”), in light of the proposed business combination between US Gold and Minera Andes Inc., wishes to respond and comment on the news release of TNR Gold Corp. (January 12, 2012) proposing a settlement for an amount of US$125 million of the litigation surrounding certain portions of Minera Andes’ Los Azules Copper Project. Reference is also made to Minera Andes’ news release this morning outlining the consideration by its board of directors and special committee of this offer, and the determination to reject the offer as being unreasonable.
Given the potential value of the Los Azules properties compared to the overall value of Minera Andes and given the potential value of the claims made by the plaintiffs in this litigation, the Special Committee of independent directors of US Gold undertook significant due diligence of the Los Azules litigation in considering whether to recommend the business combination to the Board. Furthermore, the Special Committee's independent financial advisor considered the risk associated with the litigation and factored it into its valuation model. The Special Committee is of the view, after having consulted with its independent financial advisor, that this settlement offer does not change its previous analysis or recommendation. The Board of US Gold encourages all shareholders to read in detail the disclosure about the litigation surrounding Minera Andes’ Los Azules project as set out in US Gold’s proxy statement dated December 13, 2011. ..."
"Für die Experten von "Prior Gold" ist die Aktie von US Gold (ISIN US9120232072 / WKN 871371) ein Kauf.
Für den Titel von US Gold sei es kürzlich bis in die Nähe seines 52-Wochentiefs bei 4,49 Dollar abwärts gegangen. Seit einigen Tagen steige die Aktie aber wieder. So plane Vorstandschef Rob McEwen eine Fusion mit Minera Andes (ISIN CA6029101012 / WKN 900181).
Rob McEwen habe bereits den Goldkonzern Goldcorp (ISIN CA3809564097 / WKN 890493) erfolgreich aufgebaut und wolle nun mit US Gold diese Erfolgsgeschichte wiederholen. Bereits diese Woche solle die Fusion vollzogen werden, auch wenn noch einige Hürden zu nehmen seien. Das verschmelzte Unternehmen solle dann unter dem Namen McEwen Mining firmieren. Dieses wäre schuldenfrei und würde einen positiven Cashflow generieren. Die Silberbestände betrügen dann 156 Mio. Unzen, die Goldvorräte 6,5 Mio. Unzen und die Kupferbestände 12,5 Mrd. Pfund. Rob McEwen wäre an McEwen Mining mit 25% beteiligt und die Marktkapitalisierung betrüge mehr als 1 Mrd. Dollar. ..."
: Shareholders Vote to Approve Business Combination
habe folgende Nes per e-mail erhalten:
"January 20, 2012
US Gold and Minera Andes Shareholders Vote to Approve Business Combination 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 at each of their respective meetings on January 19, 2012, shareholders voted in favour of the proposed business combination between US Gold and Minera Andes, pursuant to which US Gold will acquire Minera Andes and be renamed McEwen Mining Inc. ("McEwen Mining").
At the special meeting of Minera Andes Shareholders, shares representing 66% of the issued and outstanding shares of Minera Andes were voted either in person or by proxy. The special resolution pertaining to the business combination was approved by over 89% of the votes cast by all Minera Andes shareholders, and as required by applicable securities law, a majority of the votes cast by minority shareholders.
At the special meeting of US Gold Shareholders, shares representing 64% of the issued and outstanding shares of US Gold were voted either in person or by proxy. Each of the proposals pertaining to the business combination were approved by over 94% of the votes cast by all US Gold shareholders and, where required by applicable securities law, a majority of the votes cast by minority shareholder.
"I am thrilled that the proposed merger was overwhelmingly favoured by shareholders of Minera Andes and US Gold! This brings us one step closer to qualifying for the S&P 500. We look forward to future growth and prosperity this combination creates." said Rob McEwen, CEO and largest shareholder of US Gold and Minera Andes.
The closing of the transaction is conditional on receipt of a final order from the Court of Queen's Bench of Alberta, which is expected shortly. Assuming receipt of the final order, 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 Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE") 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.
Shareholders are advised that detailed reports on voting will be made available shortly under each of the companies' profiles on SEDAR (www.sedar.com) and EDGAR (www.sec.gov).
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 (each such share being exchangeable into a US Gold share on a one-for-one basis) for every one (1) Minera Andes share held. 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 Project 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.
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 express, as at the date of this press release, the companies' 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, the completion of the proposed business combination between Minera Andes and US Gold, risks related to business integration as a result of a successful business combination, factors associated with fluctuations in the market price of precious metals, mining industry risks, risks associated with foreign operations, risks related to litigation including specifically but not limited to Minera Andes' Los Azules property which if resolved adversely to Minera Andes (or the combined company, as the case may be) would materially affect Minera Andes' (or the combined company, as the case may be) 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. Neither US Gold nor Minera Andes undertakes any 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. 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" for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information regarding US Gold. See 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 Minera Andes. 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 US Gold and Minera Andes.
"Minera Andes Announces Receipt of Final Court Order in Respect of Proposed Business Combination With US Gold
TORONTO, ONTARIO (January 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. ..."
"McEwen Mining: US Gold and Minera Andes Business Combination Completed
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. ..."