Under the deal, holders of Minera Andes common shares will receive 0.45 shares of a subsidiary of US Gold which are exchangeable for common shares of US Gold for each common share of Minera Andes held.
The transaction will be carried out pursuant to the agreement under a court-approved statutory plan of arrangement governed by the Business Corporations Act (Alberta).
The arrangement agreement includes customary deal protection and non-solicitation provisions including reciprocal break fees (equal to about 3% of the market capitalization for each company as of 1 September 2011) and fiduciary-out provisions.
The completion of the business combination is subject to customary approvals, including stock exchange, court approval and approval by the shareholders of the companies.
