MINERA ANDES (fka MNEAF)

[Pro-Life]

We are closed but go here to the MUX board (name change/business combination occured with USGold:

http://investorshub.advfn.com/boards/board.aspx?board_id=12355

[frankie_fillet]

so is anyone going to get admin to change the symbol here or what?

[ashy2classy]

What exactly is going to happen this Friday? What symbol will MNEAF convert to? Does anyone think we'll get a big selloff after the shares convert?

[MasterBidder]

MNEAF - fun fun fun :D

[revlis1]

although somewhat akward looking - i see a cup pattern - any pullback would be minor and met w/some serious loading . jmho

[Pro-Life]

Scoreboard for the week: +18.10%

[martinamerica]

LOL Sounds like the mineral water on Seinfeld Mr. Pitt named, Moland Springs.

MUX LOL

martin

[frankie_fillet]

MUX

[MasterBidder]

MNEAF - Minera Andes Announces Receipt of Final Court Order in Respect of Proposed Business Combination With US Gold


Today : Friday 20 January 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.

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 New York Stock Exchange ("NYSE") and the Toronto Stock Exchange ("TSX") 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.

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 an Exchangeable Share for every one (1) Minera Andes share held. On January 19, 2012 shareholders of US Gold and Minera Andes voted in favour of the Arrangement. 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 Complex 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 (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. 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 NYSE and TSX and 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.

Contacts:

US Gold Corporation / Minera Andes Inc.

Jenya Meshcheryakova

Investor Relations

[phone] or Toll Free: [phone]

[phone] (FAX)



US Gold Corporation / Minera Andes Inc.

181 Bay Street Suite 4750

Toronto, ON M5J 2T3

PO box 792

[e-mail] or [e-mail]

[wshaw14]

I dont think you will have a problem there. This guy has pixie dust.

[MasterBidder]

Going long here - hoping McEwen keeps up his track record.

KIG

[wshaw14]

Not saying it was or is a bad play. If it was or is, I would do my best not to be here.

[MasterBidder]

MNEAF - And a positive cashflow...

Either way - been a great play from my MAI.TO entry at $1.38.

KIG

[wshaw14]

Not the way i figure. UXG is a better by. I bought MNEAF to get UXG. I plan to sell quickly and watch to re enter at a little lower price. It seems that MNEAF brings the law-suit and reduced production. May not be a problem,

[MasterBidder]

MNEAF - the chart has been following UXG almost exactly at a ratio of .45:1 ... if someone is interested in the direction of MNEAF - jus watch UXG..






KIG

[MasterBidder]

MNEAF - yep - we may just have the next GG on our hands if you're in it for the long run!

KIG

[wshaw14]

This is silly. Shareholders here will receive .45 shares of UXG period. It would not matter if you closed at $10,000.00

[ashy2classy]

Great news! Glad I stuck it out...

[MasterBidder]

US Gold and Minera Andes Shareholders Vote to Approve Business Combination
Print
Alert
U.S. Gold Corp. Common Stock (NYSE:UXG)
Intraday Stock Chart
Today : Friday 20 January 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).

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 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.

Contacts:

US Gold Corporation / Minera Andes Inc.

Jenya Meshcheryakova

Investor Relations

[phone] or Toll Free: [phone]

[phone] (FAX)



US Gold Corporation / Minera Andes Inc.

Mailing Address

181 Bay Street Suite 4750

Toronto, ON M5J 2T3, PO box 792

[e-mail] / [e-mail]

www.usgold.com / www.minandes.com

[revlis1]

gap to fill @ 2.43 maybe today

[revlis1]

gap to fill @ 2.43 maybe today

[revlis1]

pr - its approved...

[MasterBidder]

NUSMF - I think we are in a great place with this one - McEwen is building his next GG imo:D

KIG

[revlis1]

pr in the am ...

[MasterBidder]

MNEAF - shareholder meeting today at 4PM EST.

KIG

[MineAllMine]

I agree--I think .045 will turn out OK esp. with McEwen involved. Thanks.

[MasterBidder]

MNEAF - it seems to me after looking at the numbers and financials of both companies, .45 of a share for each MAI or MNEAF share seems unfair. BUT at the same time, the combination of the two companies will provide the means to much faster growth and capitalization - I also believe Mr. McEwen knows exactly what he is doing and is on his way to building another mining powerhouse comparable in time to GoldCorp in McEwen Mining (Soon to be MUX). I think this is a fantastic place to be if you can be in for the long run. I think those in at these levels will be thanking their lucky stars they were in 3-5 years.

The best of luck to you and the rest of the folks here on the board!

Cheers,

KIG

[MasterBidder]

Another great interview with McEwen regarding the merger:

http://www.kingworldnews.com/kingworldnews/Broadcast/Entries/2012/1/11_Rob_McEwen.html

KIG

[MasterBidder]

Recent Video Interview McEwen about the merger and the future of gold stocks:

http://watch.bnn.ca/#clip598133

KIG

[MasterBidder]

Minera Andes Inc.: Response to TNR Gold Corp. News Release Regarding Los Azules Litigation

4 hours ago - ACQUIREMEDIA

TORONTO, ONTARIO--(Marketwire - Jan. 13, 2012) - Minera Andes Inc. (the "Corporation" or "Minera Andes") (TSX:MAI)(OTCBB:MNEAF) refers to the news release issued by TNR Gold Corp. on January 12, 2012 and wishes to take this opportunity to respond.
In its news release, TNR Gold Corp. has offered to settle its ongoing litigation with Minera Andes over the ownership of certain portions of Minera Andes' Los Azules project in exchange for a payment to TNR Gold of US$125 million. Minera Andes received substantially the same settlement offer from TNR Gold on January 10, 2012, however, with a deadline for acceptance of approximately 24 hours, which period was subsequently extended to approximately 48 hours.
The offer was considered by both the Board of Directors of Minera Andes and by its Special Committee comprised of independent directors and formed for the purpose of reviewing the proposed business combination with US Gold Corporation. After due consideration and having received the input of the Special Committee, the Board of Directors of Minera Andes resolved unanimously to reject the offer from TNR Gold as unreasonable. Minera Andes continues to reject TNR Gold's claims and intends to continue to vigorously defend against those claims and looks forward to resolving this matter in the courts of British Columbia.
Although the litigation has been ongoing for several years and the proposed business combination with US Gold was first announced over six months ago, TNR Gold has chosen to make its offer by press release less than a week in advance of the shareholders meeting to consider the proposed business combination with US Gold. As a result, Minera Andes believes that TNR Gold is simply seeking to take advantage of its last minute timing in an effort to cloak an unreasonable settlement offer for its own benefit.
The Board of Directors of Minera Andes remains firmly of the view that the proposed business combination with US Gold on the terms of the arrangement agreement dated September 22, 2011 is fair to shareholders and in the best interests of Minera Andes and recommends that shareholders vote in favour of the arrangement at the special meeting on January 19, 2012.
About Minera Andes (www.minandes.com)
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. On September 22, 2011, Minera Andes and US Gold Corporation entered into a definitive arrangement agreement, wherein each Minera Andes shareholder would receive 0.45 of a share exchangeable into a US Gold Corporation share for every one (1) Minera Andes share held. A meeting of Minera Andes shareholders to consider this transaction will be held on January 19, 2012.
Forward Looking and Cautionary Statements
This press release contains certain forward-looking statements and information. The forward-looking statements and information express, as at the date of this press release, the Company's plans, estimates, forecasts, projections, expectations or beliefs as to future events and results. Forward-looking statements involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements. Risks and uncertainties that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking statements include, but are not limited to, the completion of a business combination between Minera Andes and US Gold Corporation (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 the Corporation's Los Azules property which if resolved adversely to the Corporation (or the combined company, as the case may be) would materially affect Minera Andes' 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. 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 the Company's Annual Information Form, filed on SEDAR (www.sedar.com), and the Company's 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. All forward-looking statements and information made in this news release are qualified by this cautionary statement.
The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by management.
FOR FURTHER INFORMATION PLEASE CONTACT:
Minera Andes Inc.
Nils Engelstad
Vice President, Corporate Affairs
[phone] or Toll Free: [phone]
Fax: [phone](FAX)
[e-mail]
www.minandes.com

[Pro-Life]

Rob McEwen on U.S. Gold/Minera Andes Merger:

http://www.kitco.com/KitcoNewsVideo/

[MasterBidder]

Minera Andes & US Gold both moving today. Looking for consistent movement up to the merger - then things are going to get serious :)

KIG

[maverick one]

I'll take that merge, like the uptick and volume. Glad I hold this.

[MineAllMine]

FuturesJackal and Gharma: I got a response today from the company pretty much only confirming the .45 share thing and pointing out it was carefully calculated by Rob and others. It's possible I could have worded my question better to get a better answer, but I am not sure if there is anything else they could have said.

[Pro-Life]

I will too...

[MineAllMine]

I may email them tomorrow and see if they can help. Thanks.

[Pro-Life]

Good Q to send to the company via e-mail...

[MineAllMine]

Thanks for your answer. You also pose an interesting question which, of course, I have no answer for.

[gharma]

It seems to me the ask on the Toronto has been tracking very close to the 0.45 ratio. The close pps today is at 96.66% of what it would be for 0.45, a whopping 3.33% discount. I am used to seeing larger discounts with the shareholder votes so far out. With MAI being the cash generator in the deal, one oould ask: why UXG is not discounted more via the MAI shares ?

[MineAllMine]

Not sure if anyone is left on this board...but isn't it slightly advantageous to buy shares of MNEAF now rather than UXG because of the .45 shares of UXG that MNEAF shareholders get per share when this merger is all done? Or am I missing something?

[MRDALE]

GOLD!

http://www.moneynews.com/StreetTalk/Gold-Commodities-Rally-europe/2011/11/17/id/418435?s=al&promo_code=D8B1-1

[Pro-Life]

Curiously, this is while $GOLD is about +$50 in the spot market!!! In due time, AU/AG in a bull market for many years to come shall bring up the mining shares.

[SlickBri]

Yeah to bad US Gold is not moving up too! For each share of this you get .45 of US Gold once the merger is complete!

[Pro-Life]

The market loves it... almost +10% today so far...

[SlickBri]

News out http://www.marketwire.com/press-release/update-on-proposed-merger-of-us-gold-and-minera-andes-nyse-uxg-1556771.htm

[Penny Roger$]

Just a sign of a good stock getting stretched on a bad day. Very good indeed.

[Pro-Life]

The market returned 17.59% today... what a reversal!

[Penny Roger$]

Minera Andes Inc. (OTCBB: MNEAF) could be Difficult Bet to Turn Down as Share ... - OTCEquity.com
| 1:25 PM |




Minera Andes Inc. (OTCBB: MNEAF) could be Difficult Bet to Turn Down as Share ...
OTCEquity.com
To say that the future of Minera Andes Inc. (OTCBB: MNEAF) is uncertain is an understatement of significant proportion as the gold, silver and copper exploration company faces numerous questions surrounding its independence, questions concerning their ...



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MNEAF Security Details
Share StructureMarket Value1 $531,260,591 a/o Aug 08, 2011
Shares Outstanding 266,965,121 a/o Dec 31, 2010
Float Not Available
Authorized Shares Unlimited a/o
Par Value Not Available
http://www.minandes.com/

[maverick one]

I'll take that all day long...come on Robbie.

[boogie42]

So, what's your take on this? I think .5 would be better.