McEwen Mining -- Minera Andes Acquisition Corp.

Decision

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief from continuous disclosure, audit committee and corporate governance disclosure requirements of securities legislation -- disclosure of assets and operations of parent issuer on a consolidated basis more relevant to holders of exchangeable shares -- exchangeable shares are not "designated exchangeable securities" under NI 51-102 because they have voting rights in the exchangeable share issuer.

Applicable Legislative Provisions

National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1.

National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6.

National Instrument 52-110 Audit Committee, s. 8.1 Information Required in an AIF.

National Instrument 58-101Disclosure of Corporate Governance Policies, s. 3.1.

November 3, 2011

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

MCEWEN MINING -- MINERA ANDES

ACQUISITION CORP.

(the Filer)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer from the requirements of:

(a) National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102);

(b) National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109);

(c) National Instrument 52-110 Audit Committees (NI 52-110); and

(d) National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101),

provided that certain requirements are met (the Exemptions Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Alberta Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Saskatchewan, Manitoba, Québec, Nova Scotia, New Brunswick, Prince Edward Island and Newfoundland and Labrador (the Passport Jurisdictions); and

(c) this decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102 and NI 51-102 have the same meaning if used in this decision, unless otherwise defined herein.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is incorporated under the Business Corporations Act (Alberta) (the ABCA) and has its head and registered office in Edmonton, Alberta. The Filer is not a reporting issuer in any of the Jurisdictions or the Passport Jurisdictions but will become a reporting issuer in the Jurisdictions and the Passport Jurisdictions upon the completion of the Arrangement (as that term is defined below).

2. The Filer was formed solely for participating in the arrangement under the ABCA (the Arrangement) among US Gold Corporation (US Gold), the Filer and Minera Andes Inc. (Minera Andes) under which the Filer will acquire the common shares of Minera Andes in exchange for exchangeable shares (the Exchangeable Shares) of the Filer.

3. US Gold is a reporting issuer in each of the Jurisdictions and the Passport Jurisdictions and is not in default of securities legislation in any Canadian jurisdiction in which it is a reporting issuer. Its shares of common stock are listed on the TSX and on the New York Stock Exchange.

4. The Filer is an indirect subsidiary of US Gold. The common shares of the Filer are held by McEwen Mining (Alberta) ULC (Callco), a direct subsidiary of US Gold. Callco is incorporated under the ABCA and has its head and registered office in Edmonton, Alberta.

5. In connection with the Arrangement, the Filer has made application to have the Exchangeable Shares listed on the Toronto Stock Exchange (TSX). The TSX has provided conditional approval for the listing of the Exchangeable Shares.

6. The Filer, US Gold and Callco will enter into a voting and exchange trust agreement and a support agreement upon the completion of the Arrangement, which will provide holders of the Exchangeable Shares with, as nearly as practicable, the same rights, privileges and restrictions as the holders of the shares of US Gold common stock, and in addition, will provide the holders the right to exchange their Exchangeable Shares for shares of US Gold common stock on a one for one basis.

7. Holders of Exchangeable Shares also have the right to elect one of the three directors of the Filer and to otherwise vote at shareholder meetings of the Filer. However, Callco will hold all of the outstanding common shares of the Filer which will at all times carry a majority of the total votes which could be cast at shareholder meetings of the Filer. Due to the right of holders of Exchangeable Shares to vote at a shareholder meeting of the Filer, the Filer will not fall within section 13.3 of NI 51-102, which exempts certain exchangeable security issuers from the application of NI 51-102, as US Gold will not be the direct or indirect beneficial owner of all of the issued and outstanding voting securities of the Filer.

8. In addition, the Filer will not be eligible for relief from NI 52-109 pursuant to section 8.4, from NI 52-110 pursuant to section 1.2(f), or from NI 58-101 pursuant to section 1.3(c) because each of those sections specifically refer to section 13.3 of NI 51-102 as the applicable test.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemptions Sought are granted provided the following conditions are met:

(a) US Gold is the direct or indirect beneficial owner of all the issued and outstanding voting securities of the Filer, other than the Exchangeable Shares;

(b) US Gold is a reporting issuer in a designated Canadian jurisdiction as defined in subsection 13.3(1) of NI 51-102 and has filed all documents it is required to file under NI 51-102;

(c) the Filer does not issue any securities, and does not have any securities outstanding, other than:

(i) Exchangeable Shares;

(ii) securities issued to and held by US Gold, Callco or another affiliate of US Gold;

(iii) debt securities issued to and held by banks, loan corporations, loan and investment corporations, savings companies, trust corporations, treasury branches, savings or credit unions, financial services cooperatives, insurance companies or other financial institutions; or

(iv) securities issued under exemptions from the prospectus requirement in section 2.35 of National Instrument 45-106 Prospectus and Registration Exemptions;

(d) the Filer files in electronic format on SEDAR a notice indicating that the Filer is relying on the continuous disclosure documents filed by US Gold and setting out where those documents can be found in electronic format;

(e) the Filer concurrently sends to all holders of Exchangeable Shares all disclosure materials that are sent to holders of the underlying securities in the manner and at the time required by securities legislation;

(f) US Gold

(i) complies with securities Legislation in respect of making public disclosure of material information on a timely basis; and

(ii) immediately issues in Canada and files any news release that discloses a material change in its affairs;

(g) the Filer issues in Canada a news release and files a material change report in accordance with Part 7 of NI 51-102 for all material changes in respect of the affairs of the Filer that are not also material changes in the affairs of US Gold;

(h) US Gold includes in all mailings of proxy solicitation materials to holders of Exchangeable Shares a clear and concise statement that:

(i) explains the reason the mailed material relates solely to US Gold;

(ii) indicates that the Exchangeable Shares are the economic equivalent to the underlying securities; and

(iii) describes the voting rights associated with the Exchangeable Shares; and

(i) the Filer prepares and mails proxy solicitation materials as required by the Legislation to holders of Exchangeable Shares in connection with any matter properly brought before a meeting of holders of Exchangeable Shares of the Filer, including in connection with the right of the holders of Exchangeable Shares to elect or appoint one of the three directors of the Filer.

"Blaine Young"
Associate Director, Corporate Finance