**Exhibit99.3**

 

**Independent Auditors’Report**

**To The Shareholders of**

**Minera Andes Inc.**

 

We have completed an integrated auditof the consolidated financial statements and internal control over financialreporting of Minera Andes Inc. as of December 31, 2009. Our opinions, based onour audits, are presented below.

 

**Consolidated financialstatements**

 

We have audited the ConsolidatedBalance Sheet of Minera Andes Inc. as at December 31, 2009 and the ConsolidatedStatements of Operations and Other Comprehensive Income (Loss), Changes inStockholders’ Equity, and Cash Flows for the year ended December 31, 2009.These financial statements are the responsibility of the Company’s management.Our responsibility is to express an opinion on these financial statements basedon our audit.

 

With respect to the consolidatedfinancial statements for the year ended December 31, 2009 we conducted ouraudit in accordance with Canadian generally accepted auditing standards and thestandards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform an audit to obtain reasonableassurance whether the financial statements are free of material misstatement.An audit includes examining, on a test basis, evidence supporting the amountsand disclosures in the financial statements. An audit also includes assessingthe accounting principles used and significant estimates made by management, aswell as evaluating the overall financial statement presentation. We believethat our audit provides a reasonable basis for our opinion.

 

In our opinion, these consolidatedfinancial statements present fairly, in all material respects, the financialposition of the Company as at December 31, 2009 and the results of itsoperations and its cash flows for the year ended December 31, 2009 inaccordance with Canadian generally accepted accounting principles.

 

The consolidated financial statementsas at December 31, 2008 and for the year ended December 31, 2008 except as toNotes 2(a) and 13(h), which were audited by KPMG as of March 31, 2010, wereaudited by other auditors, who expressed an opinion without reservation onthose statements, in their report dated March 24, 2009 (July 28, 2009 as to theeffects of the restatement discussed in Note 18 of the consolidated financialstatements not presented herein included in the Amendment No. 2 of Form 40F/Afor the year ended December 31, 2008). We have audited the adjustments for thefuture tax expenses related to interest income on the investment in Minera SantaCruz, accounting for the depreciation and amortization of mineral propertiesand deferred exploration assets in the December 31, 2008 financial statementsand in our opinion, the adjustments, in all material respects, as appropriateand has been properly applied.

 

**Internal control overfinancial reporting**

 

We have also audited Minera Andes Inc.’sinternal control over financial reporting as of December 31, 2009, based oncriteria established in *Internal Control —Integrated Framework*issued by the Committee of SponsoringOrganizations of the Treadway Commission (the COSO criteria). Minera Andes Inc.’smanagement is responsible for maintaining effective internal control overfinancial reporting and for its assessment of the effectiveness of internalcontrol over financial reporting, included in the accompanying Management’sReport on Internal Control Over Financial Reporting. Our responsibility is toexpress an opinion on the company’s internal control over financial reportingbased on our audit. We conducted our audit in accordance with the standards ofthe Public Company Accounting Oversight Board (United States). Those standardsrequire that we plan and perform the audit to obtain reasonable assurance aboutwhether effective internal control over financial reporting was maintained inall material respects. Our audit included obtaining an understanding ofinternal control over financial reporting, assessing the risk that a materialweakness exists, and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk. Our audit also includedperforming such other procedures as we considered necessary in thecircumstances. We believe that our audit provides a reasonable basis for ouropinion.

 

A company’s internal control overfinancial reporting is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles. A company’s internal control over financialreporting includes those policies and procedures that (1) pertain to themaintenance of records that, in 

 

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reasonable detail, accurately andfairly reflect the transactions and dispositions of the assets of the company; (2)provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures of thecompany are being made only in accordance with authorizations of management anddirectors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use, or dispositionof the company’s assets that could have a material effect on the financialstatements.

 

Because of its inherent limitations,internal control over financial reporting may not prevent or detectmisstatements. Also, projections of any evaluation of effectiveness to futureperiods are subject to the risk that controls may become inadequate because ofchanges in conditions, or that the degree of compliance with the policies orprocedures may deteriorate.

 

In our opinion, the Company maintained,in all material respects, effective internal control over financial reportingas at December 31, 2009 based on criteria established in *Internal Control — Integrated Framework*issuedby the COSO.

 

**(Signed) *KPMG LLP***

Chartered Accountants, Licensed PublicAccountants

Toronto, Canada

March 31, 2010

 

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**AUDITORS’REPORT ON RECONCILIATION TO UNITED STATES GAAP**

 

Tothe Board of Directors****of Minera Andes Inc.

 

OnMarch 31, 2010, we reported on the consolidated balance sheet of Minera Andes Incorporated (“the Company”) as at December 31,2009 and the consolidated statements of operations and other comprehensiveincome (loss) and cash flows for the year ended December 31, 2009 which is included in the annual report on Form 40-F.In connection with our audit of the aforementioned consolidated financial statements, we also haveaudited the related supplemental note entitled “Differences betweenCanadian and United States Generally Accepted Accounting Principles” for theyear ended December 31, 2009 as well as the adjustments reported in Note13(h) of the financial statements for the year ended December 31,2008 included in the Form 40-F. This supplemental note is theresponsibility of the Company’s management. Our responsibility is to express anopinion on this supplemental note based on our audit.

 

Inour opinion, such supplemental note, when considered in relation to the basicconsolidated financial statements taken as a whole, presents fairly, in allmaterial respects, the information set forth therein.

 

**(Signed)********KPMG LLP**

 

Chartered Accountants Licensed Public Accountants

 

Toronto,Canada

March 31, 2010

 

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**COMMENTSBY AUDITORS FOR US READERS ON CANADA — US REPORTING DIFFERENCES**

 

To the Board ofDirectors of Minera Andes Inc.

 

In the UnitedStates, reporting standards for auditors require the addition of an explanatoryparagraph (following the opinion paragraph) that refers to the audit report onthe Company’s internal control over financial reporting. Our report to theshareholders dated March 31, 2010 is expressed in accordance with Canadianreporting standards, which do not require a reference to the audit report onthe Company’s internal control over financial reporting in the financialstatement auditors’ report.

 

**(Signed)****KPMG LLP**

 

CharteredAccountants, Licensed Public Accountants

 

Toronto, Canada

March 31, 2010

 

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