4//SEC Filing
Engelstad Nils 4
Accession 0001123292-12-000196
CIK 0000314203other
Filed
Jan 25, 7:00 PM ET
Accepted
Jan 26, 5:25 PM ET
Size
12.5 KB
Accession
0001123292-12-000196
Insider Transaction Report
Form 4
Engelstad Nils
Secretary
Transactions
- Award
Exchangeable Shares
2012-01-24+9,945→ 9,945 totalFrom: 2012-01-24→ Common Stock (9,945 underlying) - Award
Stock OptionRight to Buy
2012-01-24+90,000→ 40,500 totalExp: 2014-09-30→ Common Stock (40,500 underlying) - Award
Stock Option Right to Buy
2012-01-24+90,000→ 40,500 totalExp: 2015-05-13→ Common Stock (40,500 underlying)
Footnotes (7)
- [F1]Pursuant to that certain Arrangement Agreement (the "Arrangement Agreement") and certain of the transactions contemplated thereby (the "Transactions"), dated as of September 22, 2011, by and among US Gold Corporation, a Colorado corporation and predecessor corporation to McEwen Mining Inc. (the "Company"), McEwen Mining-Minera Andes Acquisition Corp. ("Exchangeco") and Minera Andes Inc. ("Minera Andes"), shares of the Company's common stock ("Common Stock") reported represent the number of shares of Common Stock issuable upon the exchange of exchangeable shares of Exchangeco ("Exchangeable Shares") by a holder of Exchangeable Shares. Exchangeable Shares were issued on January 24, 2012 and are exchangeable on a one-for-one basis for Common Stock at any time at the option of the holder and are intended to have, to the extent practicable, the same economic, voting and other rights of the Common Stock.
- [F2]Exchangeable Shares may be converted into Common Stock (i) upon certain changes in Canadian tax law, (ii) upon a liquidation, dissolution or winding up of Exchangeco, or (iii) upon a liquidation of the Company. Exchangeco may accelerate redemption in the event that: (A) fewer than 5% of the Exchangeable Shares are outstanding; (B)(1) the Company undergoes a change of control or a change of control is approved, (2) the shareholders of the Company approve a liquidation of the Company or (3) the Company disposes of substantially all of its assets and it is not reasonably practicable to substantially replicate the Exchangeable Shares; or (C) certain voting events are proposed that affect the substantial equivalence of Exchangeable Shares and Common Stock.
- [F3]The option may be exercised at a price of $0.66 CAD per 0.45 shares of Common Stock.
- [F4]Pursuant to the Arrangement Agreement and the Transactions contemplated thereby, holders of options in Minera Andes, including the undersigned, are entitled to receive 0.45 shares of Common Stock upon exercising such option.
- [F5]The option vests one-third on September 30, 2010, one-third on September 30, 2011 and one-third on September 30, 2012.
- [F6]The option may be exercised at a price of $1.02 CAD per 0.45 shares of Common Stock.
- [F7]The option vests one-third on May 13, 2011, one-third on May 13, 2012 and one-third on May 13, 2013.
Documents
Issuer
McEwen Mining Inc.
CIK 0000314203
Entity typeother
Related Parties
1- filerCIK 0001470399
Filing Metadata
- Form type
- 4
- Filed
- Jan 25, 7:00 PM ET
- Accepted
- Jan 26, 5:25 PM ET
- Size
- 12.5 KB