** **

**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

**FORM 40-F**

 

**(Checkone)**

 

**o**        **REGISTRATION STATEMENTPURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**OR**

 

**x**        **ANNUAL REPORT PURSUANT TO SECTION 13(a) OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 
| **For  the fiscal year ended December 31, 2009** | **Commission file number 000-22731** |
|-------------------------------------------------------|--------------------------------------|

 

**MINERAANDES INC.**

(Exact name of Registrant as specified in its charter)

 

| **Alberta, Canada**               | ** ** | **1040**                                     | ** ** | **Not applicable**                     |
|-----------------------------------|------------|----------------------------------------------|------------|----------------------------------------|
| (Jurisdiction of incorporation or |       | (Primary Standard Industrial                 |       | (I.R.S. Employer Identification Number |
| organization)                     |       | Classification Code Number (if  applicable)) |       | (if applicable))                       |

 

**99 George Street, 3****rd**** Floor,Toronto, Ontario M5A 2N4 Canada**

**647.258.0395**

(Address and telephone number of Registrant’s principal executiveoffices)

 

Securities registered or to be registered pursuant toSection 12(b) of the Act:

 

| **Title of  each class** | ** ** | **Name of  each exchange on which registered:** |
|--------------------------|------------|-------------------------------------------------|
| **None**                 | ** ** | **N/A**                                         |

 

Securitiesregistered or to be registered pursuant to Section 12(g) of the Act:

 

**Common shares without par value**

 

Securitiesfor which there is a reporting obligation pursuant to Section 15(d) ofthe Act:

 

**None**

 

Forannual reports, indicate by check mark the information filed with this Form:

 

**x****AnnualInformation Form**

**x****AuditedAnnual Financial Statements**

 

Indicatethe number of outstanding shares of each of the issuer’s classes of capital orcommon stock as of the close of the period by the annual report:

 

**264,741,621 Common Shares**

 

Indicateby check mark whether the Registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

 

**Yes****x**

**No****o**

 

Indicateby check mark whether the registrant has submitted electronically and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files).

 

**Yes****o**

**No****o**

 

 

 

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**EXPLANATORY NOTE**

 

Minera Andes Inc. (the “***Corporation***” or the “***Registrant***”) is aCanadian issuer eligible to file its annual report pursuant to Section 13of the Securities Exchange Act of 1934, as amended (the “***Exchange Act***”) on Form 40-Fpursuant to the multi-jurisdictional disclosure system of the Exchange Act. TheCorporation is a “foreign private issuer” as defined in Rule 3b-4 underthe Exchange Act. Equity securities of the Corporation are accordingly exemptfrom Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Actpursuant to Rule 3a12-3.

 

**PRELIMINARY NOTE REGARDINGFORWARD-LOOKING STATEMENTS**

 

*The information presented or incorporated by reference inthis Annual Report on Form 40-F contains both historical and prospectivestatements concerning Minera Andes Inc. and its operations.  Historical statementsare based on events that have already happened; examples include the reportedfinancial and operating results, descriptions of pending and completedtransactions, and management and compensation matters.  Prospectivestatements, on the other hand, are based on events that are reasonably expectedto happen in the future; examples include the timing of projected operations,the likely effect or resolution of known contingencies or other foreseeableevents, and projected operating results. In this Annual Report, Minera AndesInc. is referred to as “Minera Andes”, “we”, “our”, and the “Corporation”.*

 

*Prospective statements (which are known as “forward-lookingstatements” under the Private Securities Litigation Reform Act of 1995) may ormay not prove true with the passage of time because of future risks anduncertainties. Significant financial, operational, governmental and regulation,and market risks are described in our Annual Information Form andManagement’s Discussion and Analysis.*

 

**NOTE TO UNITED STATES READERS -**

**DIFFERENCES IN UNITED STATESAND CANADIAN REPORTING PRACTICES**

 

The Corporation is permitted, under amulti-jurisdictional disclosure system adopted by the United States Securitiesand Exchange Commission (the “SEC”), to prepare this Annual Report on Form 40-Fin accordance with Canadian disclosure requirements, which are different fromthose of the United States (“U.S.”).  The Corporation prepares itsconsolidated financial statements, which are filed with this report on Form 40-F,in accordance with Canadian generally accepted accounting practices (“GAAP”),and they may be subject to Canadian auditing and auditor independencestandards.  They may not be comparable to consolidated financialstatements of the United States companies.  Significant differencesbetween Canadian GAAP and United States GAAP are described in Note 13 of thecomparative audited consolidated financial statements of the Corporation.

 

**DISCLOSURE CONTROLS AND PROCEDURES**

 

Afterevaluating the effectiveness of the Corporation’s disclosure controls andprocedures as required by Exchange Act Rule 13a-15(b) and Rule 15d-15(b),the Chief Executive Officer and Chief Financial Officer of the Corporation haveconcluded that, as of the end of the Corporation’s fiscal year covered by this Form 40-FAnnual Report, the Corporation’s disclosure controls and procedures wereadequately designed and effective to ensure that material information requiredto be disclosed by the Corporation in the reports that it files or submits tothe SEC under the Exchange Act is recorded, processed, summarized and reportedwithin the time periods specified in the applicable rules and forms, andaccumulated and communicated to the Corporation’s management, including itsprincipal executive and principal financial officers, or persons performingsimilar functions, as appropriate to allow time for accurate and timelydecisions regarding required disclosure.

 

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**MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL**

**OVER FINANCIAL REPORTING**

 

TheCorporation’s management is responsible for establishing and maintainingadequate internal control over financial reporting as defined in Rules 13a-15(f) and15d-15(f) under the Exchange Act. The Corporation’s system of internalcontrol over financial reporting is designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with GAAP in Canadaand in the United States.

 

Managementrecognizes that effective internal control over financial reporting maynonetheless not prevent or detect all possible misstatements or frauds. Also,projections of any evaluation of effectiveness to future periods are subject tothe risk that controls may become inadequate because of changes in conditions,or that the degree of compliance with the policies or procedures maydeteriorate.

 

Managementhas evaluated the effectiveness of the Corporation’s internal control overfinancial reporting as of December 31, 2009 based on the criteria setforth in “Internal Control - Integrated Framework” issued by the Committee ofSponsoring Organizations of the Treadway Commission. Based on this evaluation,management concluded that, as of December 31, 2009, the Corporation’sinternal control over financial reporting was effective and no materialweaknesses were discovered.

 

**RESOURCE AND RESERVE ESTIMATES**

 

TheCorporation’s Annual Information Form (“AIF”) filed as Exhibit 99.1 to this annual Report on Form 40-Fhas been prepared in accordance with the requirements of the securities laws ineffect in Canada, which differ from the requirements of United Statessecurities laws. National Instrument 43-101- *Standardsof Disclosure for Mineral Projects* (“NI 43-101”)**is a rule ofthe Canadian Securities Administrators which establishes standards for allpublic disclosure an issuer makes of scientific and technical informationconcerning mineral projects. These standards differ significantly from therequirements of the SEC, and reserve and resource information incorporated byreference herein may not be comparable to similar information disclosed by U.S.companies. One consequence of these differences is that “reserves” calculatedin accordance with Canadian standards may not be “reserves” under the SECstandards.

 

The terms “mineral reserve”, “proven mineral reserve” and “probablemineral reserve” are Canadian mining terms defined in accordance with theCanadian Institute of Mining, Metallurgy and Petroleum (the “**CIM**”) in the *CIM Standards on MineralResources and Mineral Reserves*, adopted by the CIM Council, as thesame may be amended from time to time by the CIM. These definitions differ fromthe definitions in the SEC Industry Guide 7.

 

Under U.S. standards mineralization may not be classified as a “reserve”unless a determination has been made that the mineralization could beeconomically and legally produced or extracted at the time the reservedetermination is made.

 

Under SEC Industry Guide 7 standards, a “Final” or “Bankable”feasibility study is required to report reserves, the three-year historicalaverage precious metals prices are used in any reserve or cash flow analysis todesignate reserves and the primary environmental analysis or report must befiled with the appropriate governmental authority.

 

Inaddition, the terms “mineral resource”, “measured mineral resource”, “indicatedmineral resource” and “inferred mineral resource” are defined in and requiredto be disclosed by NI 43-101; however, these terms are not defined terms underSEC Industry Guide 7 and normally are not permitted to be used in reports andregistration statements filed with the SEC. Investors are cautioned not to assume that any part or all of the mineraldeposits in these categories will ever be converted into reserves. “Inferredmineral resources” have a great amount of uncertainty as to their existence,and great uncertainty as to their economic and legal 

 

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feasibility.  It cannot be assumed that all or any part ofan inferred mineral resource will ever be upgraded to a higher category.

 

Under Canadian rules, estimates ofinferred mineral resources may not form the basis of feasibility orpre-feasibility studies, except in rare cases. Investors are cautioned not toassume that all or any part of an inferred mineral resource exists or iseconomically or legally mineable. Disclosure of “contained ounces” in aresource is permitted disclosure under Canadian regulations; however, the SECnormally only permits issuers to report mineralization that does not constitute“reserves” by SEC standards as in place tonnage and grade without reference tounit measures.

 

Accordingly,information contained in this report and the documents incorporated by referenceherein containing descriptions of our mineral deposits may not be comparable tosimilar information made public by U.S. companies subject to the reporting anddisclosure requirements under U.S. federal securities laws and the rules andregulations thereunder.

 

**ANNUAL INFORMATION FORM**

 

For our AnnualInformation Form for the fiscal year ended December 31, 2009, see Exhibit 99.1to this Annual Report on Form 40-F, which is incorporated by referenceherein.

 

**AUDITED ANNUAL FINANCIALSTATEMENTS AND**

**MANAGEMENT’S DISCUSSION ANDANALYSIS**

 

For our AuditedConsolidated Financial Statements, including the Report of IndependentRegistered Chartered Accountants with respect thereto, and the Corporation’sManagement’s Discussion and Analysis for the fiscal year ended December 31,2009, see Exhibits 99.2, 99.3 and 99.4 to this Annual Report on Form 40-F,which are incorporated by reference herein. The Corporation’s financialstatements have been prepared in accordance with Canadian GAAP and have beenreconciled to United States GAAP in Note 13 to the financial statements.

 

**ATTESTATION REPORT OF THEREGISTERED CHARTERED ACCOUNTING FIRM**

 

As an “acceleratedfiler”, the Corporation is required to provide an auditor’s attestation oninternal controls over financial reporting.

 

KPMG LLP, theindependent registered chartered accountants that audited the Corporation’sconsolidated financial statements as of December 31, 2009, has expressedits opinion on the effectiveness of the Corporation’s internal control overfinancial reporting as of such date. For a copy of KPMG LLP’s attestationreport for the fiscal year ended December 31, 2009 is filed as Exhibit 99.3and incorporated in this Annual Report on Form 40-F.

 

**NOTICES PURSUANT TO REGULATIONBTR**

 

Not applicable.

 

**AUDIT COMMITTEE**

 

The Board has a separately designatedstanding Audit Committee established in accordance with Rule 10A-3 underthe Exchange Act and the rules of the NYSE Amex.  (The Corporation is not listed on the NYSEAmex or required to comply with their requirements). The members of theCorporation’s Audit Committee are identified on page 86 of the AnnualInformation Form, attached herewith as Exhibit 99.1 andincorporated by reference. In the opinion of the Board, all members of theAudit Committee are 

 

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independent (as determined under Rule 10A-3of the Exchange Act and the rules of the NYSE Amex) and are financiallyliterate.

 

*AuditCommittee Financial Expert*

 

Allan Marterserves as a member of the audit committee of the Corporation’s Board ofDirectors.  The Board of Directors has reviewed the definition of “auditcommittee financial expert” under item 8(a) of General Instruction B to Form 40-Fand determined that Mr. Marter satisfies the criteria for an auditcommittee financial expert under the Exchange Act.  The SEC has indicatedthat the designation of Mr. Marter as an audit committee financial expertdoes not make him an “expert” for any purpose, impose any duties, obligationsor liability on Mr. Marter that are greater than those imposed on membersof the audit committee and board of directors who do not carry this designationor affect the duties, obligations or liability of any other member of the auditcommittee.  Mr. Marter is “independent” as defined in Section 803of the listing standards of NYSE Amex Company Guide (the Company is not listedon the NYSE Amex or required to comply with their requirements).

 

*AuditCommittee Charter*

 

The Corporation’s Audit Committee charteris available in print to any shareholder who provides the Corporation with awritten request to Chief Financial Officer, 99 George Street, 3rd Floor, Toronto,Ontario M5A 2N4.  A copy of the AuditCommittee charter is also attached as Schedule “A” to the Company’s AnnualInformation Form which is filed as Exhibit 99.1 andincorporated by reference into this annual report on Form 40-F.

 

**CODE OF ETHICS**

 

On March 31,2009 our Board of Directors adopted a Code of Business Conduct and Ethics (“Code”)that applies to the Corporation’s employees, officers and directors. The Codewas subsequently amended on March 29, 2010. A copy of the Code has beenfiled as Exhibit 99.5 to this Annual Report on Form 40-F.

 

The Codecontains written standards that are intended to deter wrongdoing and to promotehonest and ethical conduct, including the ethical handling of actual orapparent conflicts of interest between personal and professional relationships;full, fair, accurate, timely, and understandable disclosure in reports anddocuments that the Corporation files with, or submits to, the SEC and in otherpublic communications made by the Corporation; compliance with applicablegovernmental laws, rules and regulations; the prompt internal reporting ofviolations of the Code; and accountability for adherence to the Code.

 

**OFF-BALANCE SHEET ARRANGEMENTS**

 

We have nooff-balance sheet arrangements that have, or are reasonably likely to have, acurrent or future effect on our financial condition, changes in financialcondition, revenues or expenses, results of operations, liquidity, capitalexpenditures or capital resources that is material to investors.

 

**PRINCIPAL ACCOUNTING FEES AND SERVICES – INDEPENDENT AUDITORS**

 

BDO Dunwoody LLP (“BDO”) of Vancouver,British Columbia resigned as auditors of the Corporation effective September29, 2009. KPMG LLP (“KPMG”), of Toronto, Ontario were appointed as theindependent auditors of the Corporation by the board effective that same date,and acted as auditor for the fiscal year ended December 31, 2009. See page 87of the Registrant’s Annual Information Form, which is attached hereto as Exhibit 99.1,for the total amount billed to the Corporation by, or the estimated total feesof, KPMG LLP for services performed in respect of the last two fiscal years bycategory of service (for audit fees, audit-related fees, tax fees and all otherfees).

 

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**PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY**

**INDEPENDENT AUDITORS**

 

See page 96****ofthe Corporation’s Annual Information Form incorporated by reference tothis Annual Report as Exhibit 99.1.

 

**CONTRACTUAL OBLIGATIONS**

 

See page 10of the Corporation’s Management’s Discussion and Analysis, incorporated byreference to this Annual Report on Form 40-F as Exhibit 99.4.

 

**UNDERTAKING**

 

The Corporationundertakes to make available, in person or by telephone, representatives torespond to inquiries made by the SEC staff, and to furnish promptly, whenrequested to do so by the SEC staff, information relating to the securitiesregistered pursuant to Form 40-F, the securities in relation to which theobligation to file an annual report on Form 40-F arises, and transactionsin such securities.

 

**CONSENT TO SERVICE OF PROCESS**

 

TheRegistrant filed an Appointment of Agent for Service of Process and Undertakingon Form F-X with respect to the class of securities in relation to whichthe obligation to file the Form 40-F arises.

 

Anychange to the name or address of the agent for service of process of theRegistrant shall be communicated promptly to the Commission by an amendment tothe Form F-X referencing the file number of the Registrant.

 

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**SIGNATURES**

 

Pursuantto the requirements of the Exchange Act, the Registrant certifies that it meetsall of the requirements for filing on Form 40-F and has duly caused thisannual report to be signed on its behalf by the undersigned, thereto dulyauthorized.

 

**MINERAANDES INC.**

Registrant

 
| By:    | /s/  Robert R. McEwen                  |   | By:    | /s/  Henry A. John                          |
|--------|----------------------------------------|--------|--------|---------------------------------------------|
|   | President  and Chief Executive Officer |   |   | Principal  Accounting and Financial Officer |
|   |                                   |   |   |                                        |
|   | March 29, 2010                    |   |   | March 29, 2010                         |

 

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**EXHIBIT INDEX**

 
| **Exhibit** | ** ** | **Description**                                                          |
|-------------|------------|--------------------------------------------------------------------------|
|        |       |                                                                     |
| 99.1        |       | Annual Information Form                                                  |
| 99.2        |       | Audited Consolidated  Financial Statements                               |
| 99.3        |       | Report of Independent  Licensed Public Accountants — KPMG LLP       |
| 99.4        |       | Report of Independent  Licensed Public Accountants — BDO Canada LLP |
| 99.5        |       | Management’s Discussion  and Analysis                               |
| 99.6        |       | Code of Business  Conduct and Ethics                                     |
| 99.7        |       | Consent of BDO Canada  LLP                                               |
| 99.8        |       | Consent of KPMG LLP                                                      |
| 99.9        |       | Chief  Executive Officer’s Section 302 Certification           |
| 99.10       |       | Chief  Financial Officer’s Section 302 Certification           |
| 99.11       |       | Chief  Executive Officer’s Section 906 Certification           |
| 99.12       |       | Chief  Financial Officer’s Section 906 Certification           |
| 99.13       |       | Consent  of Fred H. Brown, San José Report Author                   |
| 99.14       |       | Consent  of Alfred Hayden, San José Report Author                   |
| 99.15       |       | Consent  of Kirstine Mallach, San José Report Author                |
| 99.16       |       | Consent  of Antoine Yassa, San José Report Author                   |
| 99.17       |       | Consent  of Eugene Puritch, San José Report Author                  |
| 99.18       |       | Consent  of James Pearson, San José Report Author                   |
| 99.19       |       | Consent  of Randolph P. Schneider, Los Azules Report Author              |
| 99.20       |       | Consent  of Robert Sim, Los Azules Report Author                         |
| 99.21       |       | Consent  of Bruce C. Davis, Los Azules Report Author                     |
| 99.22       |       | Consent  of William L. Rose, Los Azules Report Author                    |
| 99.23       |       | Consent  of Scott C. Elfen, Los Azules Report Author                     |

 

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