X0204 3 2012-01-24 0 0000314203 McEwen Mining Inc. MUX 0001540321 Quick Donald R. M. 505 QUEENSTON ROAD HAMILTON A6 L8K 1J6 ONTARIO, CANADA 1 0 0 0 Exchangeable Shares 2012-01-24 Common Stock 112500 D Stock Option Right to Buy 2011-09-11 2013-09-11 Common Stock 45000 D Stock Option Right to Buy 2015-05-13 Common Stock 45000 D 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. 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. The option may be exercised at a price of $0.81 CAD per 0.45 shares of Common Stock. The option vests one-third on May 13, 2011, one-third on May 13, 2012 and one-third on May 13, 2013. The option may be exercised at a price of $1.02 CAD per 0.45 shares of Common Stock. Donald R. M. Quick 2012-01-26