0001199073-11-000628.txt : 20110615 0001199073-11-000628.hdr.sgml : 20110615 20110615151226 ACCESSION NUMBER: 0001199073-11-000628 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110615 FILED AS OF DATE: 20110615 DATE AS OF CHANGE: 20110615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MINERA ANDES INC /WA CENTRAL INDEX KEY: 0001030219 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22731 FILM NUMBER: 11912883 BUSINESS ADDRESS: STREET 1: 99 GEORGE STREET, 3RD FLOOR CITY: TORONTO STATE: A6 ZIP: M5A 2N4 BUSINESS PHONE: (647) 258-0395 MAIL ADDRESS: STREET 1: 99 GEORGE STREET, 3RD FLOOR CITY: TORONTO STATE: A6 ZIP: M5A 2N4 6-K 1 d6k.htm MINERA ANDES INC. FORM 6-K d6k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
 
For the month of
June 2011
Commission File Number 000-22731
 
Minera Andes Inc.
(Translation of registrant's name into English)
 
99 George St., 3rd floor
Toronto, ON
M5A 2N4
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
 
 Form 20-F   o  Form 40-F   x
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
 
 
Note:Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
 
 
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 
 Yes   o
 No   x
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________
 
Description of Exhibit
 
Exhibit
   Description of Exhibit 
     
99.1
  
FORM 51-102F3 MATERIAL CHANGE REPORT
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
     
 
MINERA ANDES INC.
 
 		  
 		  
Date: June 15,  2011 By:   /s/ Perry Ing
 
Perry Ing
Chief Financial Officer
   
EX-99.1 2 ex99_1.htm FORM 51-102F3 MATERIAL CHANGE REPORT ex99_1.htm  
Exhibit 99.1
 
 
FORM 51-102F3
MATERIAL CHANGE REPORT
 

 
Item 1:                                Name and Address of Company
 
Minera Andes Inc.
99 George Street, 3rd Floor
Toronto, Ontario
M5A 2N4   Canada
 

Item 2:                                Date of Material Change
 
The material change giving rise to the filing of this report occurred on June 14, 2011.
 

Item 3:                         News Release
 
A news release relating to the subject matter herein was disseminated by Marketwire, Toronto, Ontario, on June 14, 2011.
 

Item 4:                                Summary of Material Change
 
On June 14, 2011, Minera Andes Inc. (“Minera Andes”) and US Gold Corporation (“US Gold”) announced that Robert McEwen, Chairman, CEO and largest shareholder of both companies, has proposed to combine these companies to create a high growth, low-cost, mid-tier silver producer focused in the Americas.
 

Item 5:                                Full Description of Material Change
 
On June 14, 2011, Minera Andes and US Gold announced that Robert McEwen, Chairman, CEO and largest shareholder of both companies, has proposed to combine these companies to create a high growth, low-cost, mid-tier silver producer focused in the Americas.  Mr. McEwen’s investment in the combined company (market close on June 13, 2011) would be approximately US$345 million.
 
Mr. McEwen has proposed that Minera Andes shareholders would receive 0.4 of a US Gold common share for each 1.0 Minera Andes share currently held.  This ratio is within an average trading range established during the past six months and presents a slight premium over the previous day's closing price on June 13th, 2011.  The total number of shares outstanding in the combined company would be approximately 252.7 million.
 
Completion of the business combination is conditional on approval of US Gold's and Minera Andes’ Board of Directors and their special committees, confirmatory due diligence, the approval of each company's shareholders, and satisfaction of customary approvals, including regulatory, stock exchange, and court approvals.  In that regard, the board of directors of each of US Gold and Minera Andes have each formed special committees of independent directors to consider the proposed transaction.
 
The business combination, if approved, is anticipated to become effective in late October 2011. Upon completion of the proposed transaction the combined entity would change its name to McEwen Mining Inc.
 

 
 
 
Item 5.2:                        Disclosure for Restructuring Transactions
 
Not applicable.
 

Item 6:                                Reliance on subsection 7.1(2) of National Instrument 51-102
 
Not applicable.
 

Item 7:                                Omitted Information
 
No information has been omitted on the basis that it is confidential information.
 

Item 8:                                Executive Officer
 
The name of the executive officer of Minera Andes who is knowledgeable about the material change and this report, and who can be contacted is Perry Ing, Chief Financial Officer of Minera Andes.  He can be reached at 647-258-0395.
 

 
Item 9:                                Date of Report
 
June 15, 2011