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Minera Andes Inc
Symbol C : MAI
Shares Issued 282,948,854
Close 2011-12-20 C$ 1.44
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U.S. Gold, Minera CEO urges holders to approve merger

2011-12-21 09:18 ET - News Release

See Shareholders Letter (C-UXG) US Gold Corp

Mr. Rob McEwen of U.S. Gold and Minera Andes reports

ROB MCEWEN LETTER TO SHAREHOLDERS OF US GOLD AND MINERA ANDES

Dear fellow share owners,

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 U.S. 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 per cent of the outstanding shares of U.S. Gold and 30 per cent 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 per cent U.S. Gold and 55 per cent 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 Jan. 19 I believe we will see the value of our shares begin to improve for the following reasons:

  • Significant near-term growth:
    • The goal of the combined company is to significantly increase production as the El Gallo complex comes on-line in Mexico and still remain at the bottom of the cost curve;
  • Exciting exploration:
    • Significant land packages adjoining U.S. Gold's El Gallo complex, Barrick's Cortez mine, Minera Andes's San Jose mine and Goldcorp's Cerro Negro project;
  • Resources (see table):
    • Silver -- measured and indicated, 70 million ounces; inferred, 86.4 million ounces;
    • Gold -- measured and indicated, 5.3 million ounces; inferred, 1.2 million ounces;
    • Copper -- indicated, 2.2 billion pounds; inferred, 10.3 billion pounds;
  • Market capitalization:
    • Combined market capitalization of approximately $865-million (U.S.) (as at Dec. 20, 2011) will create a combined company that possesses size and diversity of assets that should attract greater research coverage;
  • Listings:
    • The combined company's shares would trade on the New York Stock Exchange (NYSE) and the Toronto Stock Exchange (TSX);

By combining U.S. Gold's growth profile with Minera Andes's cash flow, we have the potential to create a high-growth silver-gold producer that is focused in the Americas. In addition, we retain exposure to great grassroots exploration prospects. Under the proposal, each Minera Andes shareholder would receive 0.45 of a share exchangeable into a share of the combined company (McEwen Mining) for every one Minera Andes share held. Each U.S. Gold shareholder will continue to hold their existing shares as U.S. Gold is renamed McEwen Mining. This exchange ratio was arrived at by the independent committees of each board based on advice from their financial advisers. I agreed to support this exchange ratio.

I previously built and ran Goldcorp over 18 years. Its solid foundation was built through several well-considered and strategic reorganizations and mergers that enabled us to realize excellent share price performance. My goal is to see if we can duplicate that success and it starts with this merger. With U.S. Gold and Minera Andes together we do have the potential to achieve something great.

I urge you to vote yes to this proposal and I look forward to your support as we set out to build a great company that I expect will qualify for inclusion in the S&P 500 Index by 2015.

If you require assistance in voting your proxy or further information about the plan of arrangement, please contact Kingsdale Shareholder Services Inc. toll-free at 1-866-581-1513 or by e-mail at [the Kingsdale Shareholder website].

Best wishes for much success in your investments and life!

Additional information about the arrangement

In connection with the proposed arrangement, U.S. Gold has filed a definitive proxy statement with the Securities and Exchange Commission. Shareholders are urged to read the definitive proxy statement 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 on or about Dec. 19, 2011, seeking, among other things, their approval of the issuance of U.S. Gold shares as consideration in the arrangement. U.S. Gold's shareholders may also obtain a copy of the definitive proxy statement by directing a request to U.S. Gold at 647-258-0395 (toll-free: 866-441-0690) or investor relations, at Suite 4750, Bay Wellington Tower, 181 Bay St., PO box 792, Toronto, Ont., 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, or shareholders may access copies of such documentation filed with the SEC by visiting the investor relations section of U.S. Gold's website.

U.S. 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 U.S. Gold's executive officers and directors in the solicitation are available in the definitive proxy statement relating to the arrangement filed with the SEC. Information about U.S. Gold's executive officers and directors is also available in U.S. Gold's definitive proxy statement relating to its 2011 annual meeting of shareholders filed with the SEC on April 29, 2011.

Resources

Cautionary statement to United States investors

All resource estimates reported by U.S. Gold and Minera Andes are calculated in accordance with Canadian National Instrument 43-101 and the Canadian Institute of Mining and Metallurgy classification system. These standards differ significantly from the requirements of the U.S. Securities and Exchange Commission. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

The cumulative resource and reserve figures set forth herein are shown in the tables.

                          Tonnes         Ag         Au         Ag         Au
San Jose mine(49%)       (MM(i))      grade      grade  (MMoz(i))  (MMoz(i))
(MAI)(1)                  (100%)      (g/t)      (g/t)     (100%)     (100%)

Proven                       0.7        511       7.26       10.6       0.14
Probable                    0.75        394       5.45        8.6       0.12
Measured (inclusive
of P+P)                        1        570        8.1       16.6       0.23
Indicated (inclusive
of P+P)                        2        426       6.14       24.8       0.35
Inferred                     2.9        373       5.96       31.5        0.5

                          Tonnes         Ag         Au         Ag         Au
El Gallo                 (MM(i))      grade      grade  (MMoz(i))  (MMoz(i))
(UXG)(2)                  (100%)      (g/t)      (g/t)     (100%)     (100%)

Measured                       7         87       0.08       19.5      0.015
Indicated                    5.6         64       0.06       11.7      0.009
Inferred                      10         52       0.04       16.7       0.01

                          Tonnes         Ag         Au         Ag         Au
Palmarito                (MM(i))      grade      grade  (MMoz(i))  (MMoz(i))
(UXG)(2)                  (100%)      (g/t)      (g/t)     (100%)     (100%)

Measured                     2.6         72       0.14       6.12      0.011
Indicated                    1.1         68       0.13        2.4      0.004
Inferred                     1.6         58        0.1        2.9      0.005

                          Tonnes         Ag         Au         Ag         Au
Magistral                (MM(i))      grade      grade  (MMoz(i))  (MMoz(i))
(UXG)(2)                  (100%)      (g/t)      (g/t)     (100%)     (100%)

Measured                       7                   1.7                  0.35
Indicated                    3.4                   1.3                  0.15
Inferred                     0.2                     1                  0.01

                          Tonnes         Ag         Au         Ag         Au
Gold Bar                 (MM(i))      grade      grade  (MMoz(i))  (MMoz(i))
(UXG)(3)                  (100%)      (g/t)      (g/t)     (100%)     (100%)

Measured                     0.7                  1.19                  0.03
Indicated                   18.8                  0.94                  0.57
Inferred                       7                  0.94                  0.21

                          Tonnes         Ag         Au         Ag         Au
Tonkin                   (MM(i))      grade      grade  (MMoz(i))  (MMoz(i))
(UXG)(4)                  (100%)      (g/t)      (g/t)     (100%)     (100%)

Measured                    17.5                  1.44                  0.82
Indicated                   14.7                  1.34                  0.63
Inferred                     8.4                  1.13                  0.31

                          Tonnes         Ag         Au         Ag         Au
Limo                     (MM(i))      grade      grade  (MMoz(i))  (MMoz(i))
(UXG)(5)                  (100%)      (g/t)      (g/t)     (100%)     (100%)

Measured                     5.9                  0.89                  0.17
Indicated                    3.7                  0.61                  0.07
Inferred                     2.2                   0.7                  0.05

Los Azules                Tonnes   Cu grade   Au grade   Ag grade         Cu
(MAI)(6)                    (MM)        (%)      (g/t)      (g/t)      (Blb)

Indicated                    137       0.73       0.07        1.7        2.2
Inferred                     900       0.52       0.07        1.7       10.3

Gold Bar
(UXG)(3)                 Tonnes (millions)     Grams per tonne        Ounces

Probable reserves                     15.1                 1.0       484,379

(i) MM equals millions.
(1) San Jose mine resources information was derived from the report "Minera
Andes Inc. Annual Information Form" for the fiscal year ended Dec. 31, 2010,
released by Minera Andes on March 28, 2011, with an effective date of Dec.
31, 2010, prepared by James Pearson, PEng, Alfred Hayden, Fred Brown and
Eugene Puritch. Each of the foregoing are considered to be independent of
Minera Andes and qualified persons as defined by NI 43-101. For further
information about the San Jose mine see the "Technical Report on the San
Jose Silver-Gold Mine, Santa Cruz, Argentina," prepared by Eugene Puritch,
Alfred Hayden, James Pearson, Fred Brown, Tracy Armstrong, David Burga and
Kirstine Malloch, dated Dec. 16, 2010.
(2) El Gallo complex resources (El Gallo, Magistral and Palmarito)
information was derived from the report "Preliminary Economic Assessment
for the El Gallo District, Sinaloa State, Mexico," with an effective date
of Feb. 11, 2011, prepared by Richard Addison, Paul Gates and Aaron
McMahon. Each of the El Gallo report authors is independent of U.S. Gold
and a qualified person as defined by NI 43-101.
(3) Gold Bar resources information was derived from the news release
titled "U.S. Gold Announces Positive Preliminary Feasibility Study for
Gold Bar Project, Nevada," reviewed and approved by J.B. Pennington. Mr.
Pennington is independent of U.S. Gold and a qualified person as defined
by NI 43-101. The report titled "NI 43-101 Preliminary Feasibility Study
of U.S. Gold Corporation's Gold Bar Project," has an effective date of
Nov. 28, 2011. This report will be available on SEDAR within 180 days.
(4) Tonkin resources information was derived from the report "Technical
Report on the Tonkin Project" with an effective date of May 16, 2008,
prepared by Alan Noble, PE, Ore Reserves Engineering; Richard Gowans,
Micon International; and Steven Brown, U.S. Gold. Mr. Noble and Mr.
Gowans are independent of U.S. Gold and a qualified person as defined
by NI 43-101.
(5) Limo resources information was derived from the report "NI 43-101
Technical Report for the Limousine Butte Project, White Pine County,
Nevada," with an effective date of July 1, 2009, prepared by John Welsh,
PEng; Kim Drossulis, senior engineer; Jonathan Brown, MBA, CPG;
Doug Willis, geologist; Christine Ballard, project geotechnical engineer;
Eric Haddox, PEng. Each of the Limo report authors is independent of U.S.
Gold and a qualified person as defined by NI 43-101.
(6) Los Azules resources information was derived from the report
"Canadian National Instrument 43-101 Technical Report Updated Preliminary
Assessment, Los Azules Project, San Juan Province, Argentina," with an
effective date of Dec. 1, 2010, prepared by Kathleen Altman, Robert Sim,
Bruce Davis, Richard Jemielita, William Rose and Scott Elfen. Each of the
Los Azules report authors is independent of Minera Andes and a qualified
person as defined by NI 43-101.

We seek Safe Harbor.

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