VOTING AGREEMENTVoting Agreement • September 23rd, 2011 • Minera Andes Inc /Wa • Miscellaneous metal ores • Ontario
WHEREAS each Shareholder is the registered and/or direct or indirect beneficial owner of the common shares and other securities in the capital of US Gold and/or Minera Andes, as the case may be, (together with any options or other rights to acquire any of the foregoing securities, collectively, the "Shares") as set out in Schedule A hereto;
ARRANGEMENT AGREEMENTArrangement Agreement • September 23rd, 2011 • Minera Andes Inc /Wa • Miscellaneous metal ores • Ontario
WHEREAS the respective Boards of Directors of US Gold and Minera Andes each established a special committee of independent directors to evaluate a combination of their respective businesses and each special committee recommended to its Board of Directors that such a business combination pursuant to the Plan of Arrangement (as hereinafter defined) in accordance with the terms and conditions contained herein is advisable and in the best interests of the corporation;
