Stockwire.com: Minera Andes Inc. (OTC:MNEAF) just released some important news.

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Feb 09, 2009 (M2 PRESSWIRE via COMTEX) -- MNEAF | Quote | Chart | News | PowerRating -- Minera Andes Inc. (OTC:MNEAF), just announced C$40.0 million private placement with Robert R. McEwen.

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SPOKANE, WA -- Minera Andes Inc. (OTC:MNEAF) announced today that it has entered into a letter agreement with Robert R. McEwen, a director and existing shareholder of the Corporation, pursuant to which Mr. McEwen or an affiliate of Mr. McEwen will purchase, on a private placement basis, 121,212,121 common shares of the Corporation (the "Offered Shares") at a price of C$0.33 per share, for proceeds of C$40.0 million. The subscription price is equal to the closing price of the Corporation's common shares on the Toronto Stock Exchange (the "TSX") on February 4, 2009.

Closing of the offering is anticipated to occur on February 13, 2009 following close of trading on the TSX. Of the proceeds, approximately US$11.3 million will be applied to fund the Corporation's share of the cash call in respect of its 49% interest in the San Jose Project and US$17.5 million will be applied to repay the Corporation's outstanding indebtedness to Macquarie Bank Limited. The balance of the proceeds will be used for general corporate purposes and exploration.

The completion of the offering is subject to a number of conditions including obtaining approval of the Toronto Stock Exchange ("TSX"). Mr. McEwen presently owns, or exercises control or direction over, 46,057,143 common shares, or 24.3% of the issued and outstanding common shares. The issuance of the 121,212,121 common shares to Mr. McEwen pursuant to the proposed private placement (which represents 63.7% of the currently issued and outstanding 190,158,851 common shares) will result in Mr. McEwen exercising control or direction over 167,269,264 common shares, or approximately 53.7% of the then issued and outstanding 311,370,972 common shares.

Under the TSX Company Manual, shareholder approval would be required as a result of the fact that (i) the number of common shares issued pursuant to the private placement will be in excess of 25% of the currently issued and outstanding common shares of the Company at an issue price below the volume weighted average price of the common shares on the TSX during the five trading days up to and including February 4, 2009, the day preceding the date of the letter agreement made between the Corporation and Mr. McEwen, and (ii) the private placement will result in greater than 10% of the outstanding common shares of the Corporation being issued to an insider of the Corporation.

The Corporation has applied to the TSX under the provisions of Section 604(e) of the TSX Company Manual for an exemption from securityholder approval requirements. The members of the Special Committee of the Corporation's Board of Directors, Allan Marter, Donald Quick and Victor Lazarovici (each of whom is free from any interest in the offering), have authorized such application and have concluded that the Corporation is in serious financial difficulty as a result of the cash call for the San Jose Project and the outstanding bank indebtedness, the private placement is intended to improve the Corporation's financial situation, and the private placement is reasonable for the Corporation under the circumstances.

The TSX has advised that the Corporation will automatically be subject, in the ordinary course, to a de-listing review as a result of relying on the financial hardship exemption under Section 604(e). The Corporation believes that, upon completion of the private placement, it will be in compliance with all of the TSX listing requirements.

The private placement will also be a related party transaction for the purposes of Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions. It is the intention of the Corporation to avail itself of certain exemptions set out in such Instrument from provisions that would otherwise require the Corporation to obtain a formal valuation and the approval of its minority shareholders in connection with the private placement.

Our joint venture partner in the San Jose Project, Hochschild Mining plc, has offered the Corporation an extension to March 3, 2009 of the February 17, 2009 deadline for payment of the cash call, to allow for the complexities of transferring funds to Argentina. The Corporation has accepted this offer, with gratitude to Hochschild Mining plc.

About:

Minera Andes is a gold, silver and copper exploration company working in Argentina. The Corporation holds approximately 304,000 acres of mineral exploration land in Argentina. Minera Andes holds a 49% interst in the San Jose Project, an operating gold and silver mine. Minera Andes is also exploring the Los Azules copper project in San Juan province, where an exploration program has defined a resource and a preliminary assessment has been completed. Other exploration properties, primarily silver and gold, are being evaluated in southern Argentina. The Corporation presently has 190,158,851 shares issued and outstanding.

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