TORONTO, ONTARIO--(Marketwire - Jan. 13,
2012) - US Gold Corporation ("US
Gold") (NYSE:UXG)(TSX:UXG), 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.
The litigation in question has been ongoing
for several years and the transaction
between US Gold and Minera Andes was
announced more than six months ago. US Gold
is of the view that the manner in which
this offer was made was disingenuous,
opportunistic and coercive, in particular
given that a public announcement by TNR was
made shortly before the shareholder
meetings of US Gold and Minera Andes to
consider the business combination.
The Board of Directors of US Gold,
including the Special Committee of
independent directors formed to evaluate
the transaction with Minera Andes, remains
of the view that the proposed business
combination with Minera Andes on the terms
of the arrangement agreement dated
September 22, 2011 is fair to shareholders
and in the best interests of US Gold and
its shareholders and recommends that
shareholders vote in favour of this
transaction at the special meeting to be
held on January 19, 2012.
ABOUT US GOLD (
www.usgold.com)
AND MINERA ANDES (
www.minandes.com)
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 a
share exchangeable into a US Gold share 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 2.8 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. The
Company 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
by US Gold and about Minera Andes,
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, US Gold's 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 (including the
numerous approvals required in connection
with such a business combination), 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. US
Gold does not undertake 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.
All forward-looking statements and
information made in this news release are
qualified by this cautionary statement.
Additional Information About the
Arrangement
In connection with the proposed
arrangement, US Gold has filed a definitive
proxy statement with the SEC. SHAREHOLDERS
ARE URGED TO READ THE DEFINITIVE PROXY AND
ANY OTHER RELEVANT MATERIALS FILED WITH THE
SEC CAREFULLY IN THEIR ENTIRETY BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION
WITH RESPECT TO THE ARRANGEMENT BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE ARRANGEMENT AND THE PARTIES
THERETO. The definitive proxy statement was
mailed to the Company's shareholders
seeking, among other things, the approval
of the issuance of US Gold shares as
consideration in the arrangement. US
Gold's shareholders may also obtain a
copy of the definitive proxy statement free
of charge by directing a request to: US
Gold Corporation at (647) 258-0395 (Toll
Free: (866) 441-0690) or Investor
Relations, at Suite 4750, Bay Wellington
Tower, 181 Bay Street, P.O. Box 792,
Toronto, Ontario, Canada, M5J 2T3. In
addition, the preliminary proxy statement,
the definitive proxy statement and other
relevant materials that have been or will
be filed with the SEC will be available
free of charge at the SEC's website at
www.sec.govor
shareholders may access copies of such
documentation filed with the SEC by
visiting the "Investor Relations"
section of US Gold's website at
http://www.usgold.com
.
US Gold and its respective officers and
other members of management and employees,
under SEC rules, may be deemed to be
participants in the solicitation of proxies
in connection with the arrangement.
Information regarding the names,
affiliations and interests of certain of US
Gold's executive officers and directors
in the solicitation are available in the
preliminary proxy statement and will be
available in the definitive proxy statement
relating to the arrangement to be filed
with the SEC. Information about US
Gold's executive officers and directors
is also available in US Gold's
definitive proxy statement relating to its
2011 Annual Meeting of Shareholders filed
with the SEC on April 29, 2011.
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.