**Exhibit 99.6**

 

**Code of Business Conduct and Ethics**

 

**Introduction**

 

ThisCode of Business Conduct and Ethics (the “Code”) applies to Minera Andes, Inc.and its subsidiaries (collectively, the “Company”).

 

MineraAndes expects its employees and officers (“employees”) and members of its Boardof Directors (“directors”) to conduct the Company’s business with honesty,integrity, and in compliance with all applicable laws in a manner that excludesconsiderations of personal advantage or gain.

 

Eachemployee and director is expected to read this Code and demonstrate personalcommitment to the standards set forth in this Code. This Code is designed todeter wrongdoing and promote:

 

(i)                                                        Honest and ethical conduct, including the ethicalhandling of actual or apparent conflicts of interest between personal andprofessional relationships;

 

(ii)                                                     Compliance with applicable governmental laws, rules andregulations;

 

(iii)                                                  Prompt internal reporting to anappropriate person of violations of this Code; and

 

(iv)                                                 Accountability for adherence to this Code.

 

ThisCode is not intended to be a detailed guide for all situations. Employees anddirectors are also expected to comply with other workplace rules, asapplicable, all of which supplement this Code.

 

**Responsibilities**

 

**1.****                ****Compliancewith Laws, Rules and Regulations**

 

Itis Minera Andes’s policy to comply with all applicable laws, rules andregulations. It is the personal responsibility of each employee and director toadhere to the standards and restrictions imposed by those laws, rules andregulations in the performance of his or her duties for the Company, includingthose relating to accounting and auditing matters, and insider trading.

 

**2.****                ****InsiderTrading**

 

TheCompany has established an insider trading policy that requires all insiders toobtain permission to trade from the Chief Financial Officer or Vice President,Corporate Affairs. If an employee or director is in possession of material,non-public information they may not buy or sell shares of the Company. Theyalso are prohibited from passing on such information to others who might makean investment decision based that information.

 

Inaddition, employees and directors may not trade in stocks of other companiesabout which they learn material, non-public information through the course oftheir employment or service with Minera Andes. Any questions as to whetherinformation is material or has been adequately disclosed should be directed tothe Company’s Chief Financial Officer or Vice President, Corporate Affairs.

 

**3.****                ****Conflictsof Interest**

 

Transactionsor relationships that constitute a conflict of interest are prohibited as amatter of corporate policy, unless specifically approved by the Board or anappropriate committee of the Board. A conflict of interest occurs when anindividual’s personal interest interferes with the interests of Minera Andes,or when such interest could reasonably be viewed as interfering with theinterests of Minera Andes. 

 

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Conflictsof interest can arise when an employee or director takes action or hasinterests that make it difficult to make objective decisions on behalf of theCompany or to perform his or her duties objectively and effectively. Conflictsof interest can also arise when an employee or director, or a member of his orher family, receives improper personal benefits as a result of his or herposition in the Company.

 

Companyloans to, or guarantees of obligations of, employees and directors and theirfamily members are likely to create conflicts of interest and, therefore, areprohibited.

 

Unlessapproved by management, the Board or an appropriate committee of the Board, noemployee or director or any member of his or her immediate family can acquire afinancial interest in, or accept employment with, any entity doing businesswith the Company if the interest or employment could conflict with his or herduties to the Company and the performance of such duties. It is usually aconflict of interest for an employee to work simultaneously for a competitor,customer or supplier of the Company.

 

Employeesand directors, and their immediate family members cannot accept material giftsor favours that could create the appearance that their business judgment couldbe affected by the receipt of such gifts or favours. Employees and directors,and their immediate family members can accept gifts of nominal value from firmsor companies with whom the Company does or might do business with.

 

It is inappropriate for employees and directors to offer gifts orfavours to any employee of a Company competitor, supplier or customer, or amember of such employee’s immediate family, if the gifts or favours might placethe recipient under any obligation to an employee or director, or to theCompany.

 

**4.****                ****CorporateOpportunities**

 

Employeesand directors are prohibited from taking, or directing a third party to take, abusiness opportunity that is discovered through the use of Company property,information or position. Employees and directors cannot use Company property,information or position for personal gain, and cannot directly or indirectlycompete with the Company. Employees and directors owe a duty to the Company toadvance the Company’s legitimate interests when the opportunity to do soarises. Employees are required to review the Corporation’s stand-alone CorporateOpportunity Policy.

 

**5.****                ****Confidentiality**

 

Incarrying out the Company’s business, employees and directors often learnconfidential or proprietary information about the Company, its customers,suppliers, or joint venture parties. Employees and directors must maintain theconfidentiality of all information entrusted to them, except when disclosure isauthorized by the Board or an executive officer of the Company or required byapplicable laws or regulations. Confidential or proprietary information includesall non-public information that might be of use to competitors, or harmful tothe Company or its customers, if disclosed. The obligation to protectconfidential information does not cease when an employee or director leaves theCompany.

 

**6.****                ****FairDealing**

 

MineraAndes conducts business with integrity and in an ethical manner. Each employeeand director is expected to deal fairly with our customers, suppliers,competitors, and employees. No employee or director shall take unfair advantageof any other person through manipulation, concealment, abuse of privilegedinformation, misrepresentation of material facts, or any other unfair practice.The knowing or deliberate falsification of any documents or data by an employeeor director may result in disciplinary action or termination, and potentialcivil and/or criminal penalties.

 

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**7.****                ****Protectionand Proper Use of Company Assets**

 

Allemployees and directors have a duty to protect the Company’s assets and ensurethe assets’ efficient use. These assets include intellectual property such astrademarks, patents, business and marketing plans, engineering projects anddesigns, salary information and any unpublished financial data and reports. Anyunauthorized use or distribution of this information is a violation of thisCode.

 

**8.****                ****Accuracyof Records and Reporting**

 

Allof the Company’s books, records, accounts and financial statements must bemaintained in reasonable detail, must appropriately reflect the matters towhich they relate and must conform both to applicable legal requirements and tothe Company’s system of internal controls. The making of false or misleadingrecords or documentation is strictly prohibited. The Company complies with alllaws and regulations regarding the preservation of records. Records should beretained or destroyed only in accordance with the Company’s document retentionpolicies.

 

**9.****                ****DisclosureControls and Procedures**

 

MineraAndes is required by Canadian exchange and SEC rules to maintain effective“disclosure controls and procedures” so that financial and non-financialinformation we are required to report to governmental or regulatory authoritiesis timely and accurately reported both to our senior management and in thefilings we make. All employees are expected, within the scope of theiremployment duties, to support the effectiveness of our disclosure controls andprocedures. It is our policy to promote the full, fair, accurate, timely andunderstandable disclosure in reports and documents that we file or furnish withthe governmental or regulatory authorities and otherwise communicate to thepublic.

 

**10.****              ****Interactionwith Public Officials**

 

Whendealing with public officials, employees and directors must avoid any activitythat is or appears illegal or unethical. The giving of gifts, including incertain instances meals, entertainment, transportation and lodging, togovernment officials in the various branches of federal governments, as well asprovincial, state and local governments, is restricted by law. The foregoingdoes not apply to personal lawful political contributions.

 

Inaddition, the U.S. Foreign Corrupt Practices Act and the Corruption of ForeignPublic Officials Act (Canada) prohibits giving anything of value, directly orindirectly, to officials of foreign governments or foreign political candidatesin order to obtain or retain business. Illegal payments to government officialsof any country are strictly prohibited.

 

**11.****              ****Waiversof the Code of Business Conduct and Ethics**

 

Anywaiver of the applicability of this Code to any conduct by any executiveofficer or director of the Company requires the approval of the Board or anappropriately designated Board committee.

 

**12.****              ****Reporting**

 

Anyevidence of improper conduct, violations of laws, rules, regulations or thisCode should be reported immediately. If an employee has information regardingactual or suspected violations, he/she should first report that information tohis/her supervisor or another member of management. Executive officers ormembers of the Company’s Board of Directors should discuss actual or suspectedviolations with the Board or an appropriate committee of the Board.

 

Ifthe employee or director is uncomfortable with the direct reporting of asuspected violation of this Code, that person is entitled and encouraged to usean alternative method of communication, whether to a member of management, theboard or by some anonymous means that will protect the reporter’s identity.Minera Andes will not tolerate retaliation of any kind against employees who ingood faith report suspected violations.

 

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Itis also a violation of our policy for any employee to communicate a reportclaiming illegal or unethical conduct which the employee knows to be withoutfoundation.

 

**13.****              ****Investigations**

 

Suspectedviolations are to be reported and reported violations will be promptlyinvestigated. The person reporting the violation should not conduct aninvestigation on his or her own. Employees and directors are expected tocooperate fully with any investigation made by the Company or any of itsrepresentatives.

 

**14.****              ****Accountability**

 

Employeesand directors who violate this Code may be subject to disciplinary action,including termination of employment. Knowledge of a violation and failure topromptly report or correct the violation may also subject an employee todisciplinary action. Some violations of this Code are illegal and may subjectthe person engaging in the improper activity to civil and criminal liability.

 

Rev.02/10/2009

Rev.03/29/2010

 

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