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 February 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-________
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1
Name and Address of Company
Minera Andes Inc.
Suite A, 111 East Magnesium Road
Spokane, Washington
99208
Item 2
Date of Material Change
The material change occurred on February 2, 2009.
Item 3
News Release
A News Release was disseminated by CNW Group, CNW News Wire Ltd., Vancouver, British Columbia, on February 3, 2009.
Item 4
Summary of Material Change
Mr. Richard Clark tendered his resignation as a director of Minera Andes Inc. (the “Corporation” or “Minera Andes”) on February 2, 2009.
Item 5.1
Full Description of Material Change
Mr. Richard Clark tendered his resignation as a director of the Corporation on February 2, 2009 in order to be able to devote more time to his other primary business commitments.
Item 5.2
Disclosure for Restructuring Transactions
Not applicable
Item 6
Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable
Item 7
Omitted Information
Not applicable
Item 8
Executive Officer
The name of the executive officer of the Corporation who is knowledgeable about the material change and this report and who can be contacted is Allen Ambrose, President, and Chairman at (509) 921-7322.
Item 9
Date of Report
February 6, 2009
![[mineraandeslogo.jpg]](mineraandeslogo.jpg)
SCHEDULE “A”
TSX: MAI |
NEWS RELEASE |
NASD-OTCBB: MNEAF |
MINERA ANDES INC.
ANNOUNCES DIRECTOR RESIGNATION
SPOKANE, WASHINGTON – February 03, 2009 - Minera Andes Inc. (the “Corporation” or “Minera Andes”, TSX:MAI and US OTC:MNEAF) announces that Mr. Richard Clark has tendered his resignation as a director of the Corporation effective February 2, 2009 to be able to devote more time to his other primary business commitments.
The board of directors would like to thank Mr. Clark for his time, service and insightful advice and valuable contributions he made during his tenure as a director.
Minera Andes is a gold, silver and copper exploration company working in Argentina. The Company holds about 304,000 acres of mineral exploration land in Argentina. Minera Andes also has an interest in the producing San José silver/gold mine through its 49% interest in Minera Santa Cruz S.A. 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, Chairman and Director of Minera Andes Inc.
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 |
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/ Allen V. Ambrose
Allen V. Ambrose, President and Chairman
Dated: February 6, 2009