Minera Andes Continuous Disclosure review



    
    TSX: MAI
    NASD-OTCBB: MNEAF
    

    SPOKANE, WA, Feb. 2 /CNW/ - Minera Andes Inc. (the "Corporation" or
"Minera Andes", TSX:MAI and US OTC:MNEAF) intends to file substantially
revised management discussion and analysis of financial condition and results
of operations for the nine and three month periods ended September 30, 2008
(the "Revised MD&A") and annual information form for the financial year ended
December 31, 2007 (the "Revised AIF").
    The nature and substance of the Revised MD&A and the Revised AIF include
amendments to comply with the form requirements of National Instrument 51-102
- Continuous Disclosure Obligations and to provide additional information
regarding the Corporation's joint venture interest in the San José Project and
update the Corporation's financial position.
    Title to the San José Project is held by Minera Santa Cruz S.A. ("MSC"),
an Argentinean corporation which is owned, as to 49%, by Minera Andes, and as
to 51%, by Hochschild Mining plc ("Hochschild").

    
    Specifically, the Revised MD&A and Revised AIF will make it clear that:

    -   MSC has made a cash call of $23 million (all amounts are in US
        dollars), of which the Corporation's share is $11.3 million, due on
        February 17, 2009 and a failure by the Corporation to pay such amount
        may result in a reduction of our interest in the San José Project;
    -   by the terms of the Corporation's credit agreement (the "Credit
        Agreement") with Macquarie Bank Limited ("Macquarie"), the sum of
        $7.5 million is scheduled to be repaid in March 2009;
    -   the Corporation currently has approximately $2.5 million in cash and
        cash equivalents;
    -   the Corporation's lack of available cash and cash equivalents,
        constitutes an event of default under the Credit Agreement entitling
        Macquarie to demand payment of the entire principal amount of
        $17.5 million due thereunder (plus accrued interest), which it has
        not done;
    -   the Corporation's obligations under the Credit Agreement are secured
        by all of the Corporation's present and after-acquired property;
    -   Hochschild has made project loans to MSC, in the aggregate principal
        amount of $65 million for the development of the project which loans
        (plus accrued interest) are to be repaid from the operating cash of
        MSC in priority to any other distributions to the shareholders of
        MSC;
    -   the Corporation has no control or influence over the strategic
        operating, investing and financing policies of MSC, including the
        amount and timing of any cash call, and that in the past, decisions
        have been made, notwithstanding the Corporation's opposition; and
    -   there can be no assurance that additional cash calls will not be made
        or that the Corporation will have the funds available to satisfy any
        such cash call, as and when due, and that our interest in the San
        José Project will not be reduced as a result.
    

    The Corporation is assessing all of the options available to it to raise
the required financing to pay the cash call of $11.3 million, satisfy our debt
obligation to Macquarie and maintain our ability to meet our planned growth
and development. There can be no assurance that the Corporation will be
successful in securing the required funding.
    The refiling of this disclosure is part a result of the Corporation's
response to a review of its continuous disclosure record by the Alberta
Securities Commission. When completed, the Revised MD&A, the Revised AIF and
the restated interim financial statements will be available for review on
www.sedar.com.

    Minera Andes is a gold, silver and copper exploration company working in
Argentina. The Company holds approximately 304,000 acres of mineral
exploration land in Argentina. Minera Andes is also exploring the Los Azules
copper project in San Juan province, where an exploration program has defined
a resource and a scoping study is underway. Other exploration properties,
primarily silver and gold, are being evaluated in southern Argentina. The
Corporation presently has 190,158,851 shares issued and outstanding.
    This news is submitted by Allen V. Ambrose, President and Director of
Minera Andes Inc.

    Caution Concerning Forward-Looking Statements:

    This press release contains certain forward-looking statement and
information. The forward-looking statements and information express, as at the
date of this press release, the Corporation's plans, estimates, forecasts,
projections, expectations or beliefs as to future events and results.
Forward-looking statements involve a number of risks and uncertainties, and
there can be no assurance that such statements will prove to be accurate.
Therefore, actual results and future events could differ materially from those
anticipated in such statements. In particular, there can be no assurance that
financing will be secured within the time required. Risks and uncertainties
that could cause results or future events to differ materially from current
expectations expressed or implied by the forward-looking statements include,
but are not limited to, factors associated with fluctuations in the market
price of precious metals, mining industry risks, risks associated with foreign
operations, the state of the capital markets, environmental risks and hazards,
uncertainty as to calculation of mineral reserves and other risks.





For further information:

For further information: Art Johnson at the Spokane office, 111 East
Magnesium Road, Ste. A, Spokane, WA, 99208, USA, Phone: (509) 921-7322,
E-mail: info@minandes.com; or Krister A. Kottmeier, investor relations -
Canada, at the Vancouver office, 911-470 Granville Street Vancouver, B.C., V6C
1V5, Phone: (604) 689-7017; 877-689-7018 E-mail: ircanada@minandes.com. Visit
our Web site: www.minandes.com

Organization Profile

MINERA ANDES INC.

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