Filed by EDF Electronic Data Filing Inc. (604) 879-9956 - Minera Andes - Form 6-K

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

August 2009

Commission File Number 000-22731


Minera Andes Inc.

(Translation of registrant’s name into English)


111 E. Magnesium Road, Suite A

Spokane, Washington 99208

(Address of principal executive office)


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):  o


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):  o


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 by furnishing the information contained in this Form, the registrant 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-________



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TSX: MAI

NEWS RELEASE

NASD-OTCBB: MNEAF


MINERA ANDES FILES PRELIMINARY SHORT FORM PROSPECTUS FOR PREVIOUSLY ANNOUNCED CDN$20 MILLION EQUITY FINANCING


SPOKANE, WA––July 31, 2009–– Minera Andes Inc. (the “Corporation” or “Minera Andes”) (TSX: MAI and US OTC: MNEAF) is pleased to announce that it has filed the preliminary short form prospectus in Canada in relation to the previously announced Cdn$20,025,000 financing (see July 24, 2009 press release).  A syndicate of underwriters (the “Underwriters”) have entered into an agreement with the Corporation to purchase for resale to the public, and the Corporation has agreed to issue, 26,700,000 units at a price of Cdn$0.75 per unit (the “Offering”).


In addition, the Corporation has agreed to grant the Underwriters an option (the "Over-Allotment Option") to purchase additional units of Minera Andes to raise additional gross proceeds of up to 15% of the Offering, on the same terms and conditions as the Offering, exercisable any time, in whole or in part, up to 48 hours prior to the closing date of the Offering.  If the Over-Allotment Option is exercised in full, the total gross proceeds to Minera Andes will be Cdn$23,028,750.  For additional detail, please refer to the Corporation’s news release dated July 24, 2009.


The Offering is expected to close on or about August 19, 2009 and is subject to normal regulatory approvals, including the approval of the Toronto Stock Exchange.


The net proceeds from the Offering are expected to be used to finance the Corporation’s general administrative expenses to maintain capacity for the next 12 months; to evaluate its portfolio of exploration properties, for the Corporation’s Los Azules Project (including making property payments in respect thereof, and for working capital).

The securities being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold within the United States or to or for the account or benefit of “U.S. Persons” (as defined in Regulation S under the U.S. Securities Act) absent U.S. registration or an applicable exemption from U.S. registration requirements.  This press release does not constitute an offer of securities for sale in the United States to or for the account or benefit of U.S. Persons.  


Minera Andes is a gold, silver and copper exploration company focused in Argentina. The Corporation holds or has an interest in approximately 304,000 acres of mineral exploration land in Argentina, including the properties comprising the San José silver/gold mine (a joint venture between the Corporation and Hochschild Mining plc in which the Corporation has a 49% interest).  Minera Andes is also exploring the Los Azules copper project in San Juan province, Argentina in respect of which a preliminary assessment has been completed and a technical report filed.  Other exploration properties, primarily silver and gold southern Argentina, are being evaluated. The Corporation presently has 230,688,851 shares issued and outstanding.


For further information, please contact: Art Johnson at the Spokane office, or Krister A. Kottmeier, investor relations – Canada, at the Vancouver office. Visit our web site: www.minandes.com.





Spokane Office

111 East Magnesium Road; Ste. A

Spokane, WA 99208 USA

Phone: (509) 921-7322

E-mail: info@minandes.com

Vancouver Office

911-470 Granville Street

Vancouver, B.C. V6C 1V5

Phone: (604) 689-7017; 877-689-7018

E-mail: ircanada@minandes.com



Caution Concerning Forward-Looking Statements:

This news release contains forward-looking statements and forward-looking information within the meaning of applicable US and Canadian securities laws.  In making the forward-looking statements and providing the forward-looking information, we have made numerous assumptions. Although our management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that the forward-looking statements will prove to be accurate. Forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from that expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include among other things, the speculative nature of mineral exploration.


Readers should not place undue reliance on forward-looking statements or information. We undertake no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. See our annual information form for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information. All forward-looking statements and information made in this news release are qualified by this cautionary statement.







SIGNATURES

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.

 

 

By:

/s/ Robert R. McEwen

 

Robert R. McEwen, Interim President and Chief Executive Officer and Executive Chairman

 

 



Dated:  August 7, 2009