Attention US Gold Canadian Acquisition Corporation Exchangeable Share
US Gold Canadian Acquisition Corporation Announces Acquisition of
Exchangeable Shares (TSX:UXE) by Exercise of Redemption Call Right by
US Gold Alberta ULC
TORONTO, ONTARIO and EDMONTON, ALBERTA -- (Marketwire) -- 05/29/12 --
US Gold Canadian Acquisition Corporation (the "Corporation")
announced today that all of the outstanding exchangeable shares
(TSX:UXE) of the Corporation (the "Exchangeable Shares") (other than
Exchangeable Shares held by McEwen Mining Inc. and its subsidiaries)
were acquired by US Gold Alberta ULC ("Callco") on May 29, 2012. This
means if you held a share of US Gold Canadian Acquisition Corp. you
will now receive a share of McEwen Mining Inc. (NYSE:MUX)(TSX:MUX).
The Corporation has applied to the Toronto Stock Exchange to
voluntarily delist the Exchangeable Shares effective as of the close
of trading on May 30, 2012.
By way of background, McEwen Mining Inc. (then known as US Gold
Corporation) acquired three Canadian public companies in 2007: Tone
Resources, Nevada Pacific Gold, and White Knight Resources. In
connection with this transaction, US Gold Canadian Acquisition
Corporation issued an aggregate of 43 million Exchangeable Shares
which were listed on the TSX under the symbol UXE.
In connection with the establishment by the Corporation of May 30,
2012 as the Redemption Date for the Exchangeable Shares (see our news
release issued on March 26, 2012), Callco exercised its redemption
call right and, in accordance with that right, acquired all of the
outstanding Exchangeable Shares (other than Exchangeable Shares held
by McEwen Mining Inc. or its subsidiaries, today). As noted above,
each Exchangeable Share was acquired by Callco for purchase
consideration of one share of McEwen Mining Inc. common stock.
Notice of the redemption of Exchangeable Shares and the exercise by
Callco of its redemption call right and a Letter of Transmittal, were
mailed to the holders of Exchangeable Shares. Copies of these
documents have also been filed on the Canadian System for Electronic
Document Analysis and Retrieval (SEDAR) at www.sedar.com under the
profile of US Gold Canadian Acquisition Corporation.
Holders of Exchangeable Shares are reminded that they should follow
the instructions in these materials to ensure they receive the shares
of McEwen Mining Common Stock they are entitled to receive. Former
holders of Exchangeable Shares no longer have any rights as holders
thereof other than the right to receive shares of McEwen Mining
Common Stock. Registered holders of Exchangeable Shares must deliver
their share certificates and accompanying documentation to
Computershare Investor Services Inc. in accordance with the
instructions mailed to them in order to receive shares of McEwen
Mining Common Stock.
The foregoing only impacts holders of exchangeable shares of US Gold
Canadian Acquisition Corp (TSX:UXE). These are not the same
exchangeable shares issued in connection with McEwen Mining's recent
acquisition of Minera Andes Inc. If you hold shares of McEwen Mining
- Minera Andes Acquisition Corp. (TSX:MAQ) this redemption date and
call right does not impact you.
About McEwen Mining (www.mcewenmining.com)
The goal 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 and gold
producer focused in the Americas. McEwen Mining's principal assets
consist of the San Jose mine in Santa Cruz, Argentina (49% interest);
the El Gallo Complex in Sinaloa, Mexico; the Gold Bar Project in
Nevada, US; the Los Azules Project in San Juan, Argentina and a large
portfolio of exploration properties in Argentina, Nevada and Mexico.
In 2012, McEwen Mining is planning to spend approximately US$40
million on exploration.
McEwen Mining has 267,919,384 shares issued and outstanding. Rob
McEwen, Chairman, President and CEO, owns 25% of the shares of the
Company. As of March 31, 2012, McEwen Mining had cash and liquid
assets of US$66.7 million, comprised of cash of US$41.1 million,
silver and gold bullion at market value of US$21.4 million and
marketable securities of US$1.1 million. The company continues to
hold a significant portion of its treasury in bullion with the belief
that prices will continue to rise.
CAUTION CONCERNING FORWARD-LOOKING 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, regulatory, 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. See McEwen Mining's Annual Report on Form 10-K for the fiscal
year ended December 31, 2011 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
the Company. All forward-looking statements and information made in
this news release are qualified by this cautionary statement.
The NYSE and TSX 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 Inc.
McEwen Mining Inc.
(647) 258-0395 ext 410 or Toll Free: (866) 441-0690
(647) 258-0408 (FAX)
McEwen Mining Inc.
181 Bay Street Suite 4750
Toronto, ON, M5J 2T3, PO box 792
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