* Minera to receive 0.4 US Gold shares for each share
* McEwen is chairman, chief shareholder and CEO of both
(Adds details, recasts)
TORONTO, June 14 The largest shareholder and
chief executive of US Gold UXG.TO has proposed a takeover of
Minera Andes Inc MAI.TO, another company he runs, to form a
mid-tier silver miner with operations in the Americas.
Under the terms of the all-stock proposal by Rob McEwen,
the goldbug founder of No. 2 gold miner Goldcorp (G.TO), Minera
Andes shareholders would receive 0.4 of a US Gold common share
for each Minera share currently held.
At that conversion rate, Minera's 282.7 million shares
outstanding would be worth some 113.08 million US Gold shares,
which closed on Monday at C$5.38, giving the deal a total value
of C$608.37 million ($626.25 million).
"The merger of US Gold and Minera Andes would be
transformative, creating a dynamic, new precious metal
company," said Rob McEwen, who is chief executive of both
companies and whose investment in the combined company would
amount to about C$345 million.
Rob McEwen was the founder and former chairman of Goldcorp,
the world's second-largest gold miner by market capitalization.
He also heads other junior mining companies.
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 toward production.
Minera Andes is an exploration company looking for gold,
silver and copper in Argentina, where it has stakes in three
assets, including a 49 percent interest in Minera Santa Cruz,
owner of the San Jose Mine near the Cerro Negro project owned
It is also 100 percent-owner of the Los Azules copper
deposit as well as a portfolio of exploration properties in
Santa Cruz province.
(Reporting by Pav Jordan; editing by Rob Wilson)