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Andina Reconstitutes Board of Directors as Hochschild Achieves Minimum Tender Condition
Published : January 08, 2013
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TORONTO, ONTARIO--(Marketwire - Jan. 8, 2013) - Andina Minerals Inc. (News - Market indicators) ("Andina" or the "Company") announced that due to the change of control of Andina, as a result of Hochschild Mining plc (LSE:HOC) ("Hochschild") through its wholly owned subsidiary, 1710503 Alberta Ltd. acquiring 112,124,252 Shares, representing approximately 81.4% of the outstanding Shares of Andina on a fully-diluted basis (see Hochschild press release dated December 28, 2012), George Bee, Patrick Downey, R. Gregory Laing, Juan Eduardo Rosselot and Melvyn Williams have resigned from Andina's board of directors. Additionally, Robert Daňino, Deputy Chairman and José Augusto Palma, Vice President, Legal of Hochshild were appointed to Andina's board of directors. All resignations and appointments were effective on December 31, 2012.

Background

As announced by Hochschild on December 28, 2012, Hochschild, through its wholly owned subsidiary, 1710503 Alberta Ltd. (the "Offeror"), has pursuant to its November 16, 2012 offer (the "Offer") to acquire all of the outstanding common shares ("Shares") of the Company for CAD $0.80 per Share in cash, received as at December 28, 2012, tenders of 112,124,252 Shares, representing approximately 81.4% of the outstanding Shares on a fully-diluted basis.

As all of the conditions to the Offer were satisfied, the Offeror has taken up, and will within the time prescribed by applicable law, pay for all of the Shares validly deposited pursuant to the Offer and not withdrawn prior to 5:00 p.m. (Toronto time) on December 28, 2012. Andina shareholders who deposited their Shares to the Offer will receive payment for such shares within three business days of December 28, 2012. The deposited Shares are the only Shares owned by Hochschild or its affiliates.

As soon as possible, the Offeror intends to cause the Shares to be de-listed from the TSX Venture Exchange and Andina to cease being a reporting issuer under applicable securities laws.

The Offeror also announced that it has extended the expiry date of the Offer to 5:00 p.m. (Toronto time) on Friday, January 11, 2013, pursuant to a Notice of Extension dated December 28, 2012, in order to allow shareholders of Andina a further opportunity to deposit their Shares pursuant to the Offer.

Andina understands that Hochschild intends to acquire all of the outstanding Shares pursuant to the Offer. If the Offeror does not acquire all of the outstanding Shares pursuant to the Offer, Hochschild currently intends to exercise its statutory right to acquire, to the extent permitted, all of the Shares not deposited under the Offer or, if such statutory right of acquisition is not available, Hochschild currently intends to cause a meeting of shareholders to be called for the purpose of enabling the Offeror or an affiliate of the Offeror to acquire all of the Shares not deposited under the Offer.

The Offeror has mailed a formal notice of extension to Andina shareholders. The notice of extension is also available for review under Andina's profile on SEDAR at www.sedar.com. Andina shareholders are advised to review the notice of extension and any other relevant documents filed with securities regulatory authorities by the Offeror because they contain important information, including full details of the Offer, as extended, and its terms and conditions.

Hochschild's address is 46 Albemarle Street, London, United Kingdom, W1S 4JL. A copy of the early warning report filed by Hochschild and the Offeror is available under Andina's profile on SEDAR at www.sedar.com and can also be obtained by contacting the Hochschild representative listed below:

Hochschild Mining plc  
Charles Gordon +44 (0)20 7907 2934
Head of Investor Relations  
   
RLM Finsbury  
Charles Chichester +44 (0)20 7251 3801
Public Relations  

About Hochschild Mining plc

Hochschild Mining plc is a leading precious metals company listed on the London Stock Exchange (LSE:HOC) with a primary focus on the exploration, mining, processing and sale of silver and gold. Hochschild has almost fifty years' experience in the mining of precious metal epithermal vein deposits and currently operates four underground epithermal vein mines, three located in southern Peru and one in southern Argentina. Hochschild also has numerous long-term projects throughout the Americas.

About Andina Minerals Inc.

Andina's primary focus is mining exploration and development in Chile. The Company's flagship development project is the 100%-owned Volcan Gold Project, strategically located in the prolific Maricunga Gold Belt.

In addition to Andina's extensive underexplored land position surrounding Volcan, the Company holds two other mineral properties located within Chile's primary mining regions.

Forward looking Statements

This announcement contains certain forward looking statements which may relate to matters such as the business, strategy, investments, production, major projects and their contribution to expected production and other plans of Hochschild Mining plc in connection with the Offer and its current goals, assumptions and expectations relating to its future financial condition, performance and results.

By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that will or may occur in the future. Actual results, performance or achievements may be materially different from any future results, performance or achievements expressed or implied by such forward looking statements.

The forward looking statements reflect knowledge and information available at the date of preparation of this announcement. Except as required by the Listing Rules and applicable law, Andina Minerals Inc. does not undertake any obligation to update or change any forward looking statements to reflect events occurring after the date of this announcement. Nothing in this announcement should be construed as a profit forecast.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Andina Minerals Inc.
George M. Bee
President & CEO
416 203 3488
or
Andina Minerals Inc.
Derrick Weyrauch
Chief Financial Officer
416 203 3488
www.andinaminerals.com
Data and Statistics for these countries : Argentina | Chile | Peru | United Kingdom | All
Gold and Silver Prices for these countries : Argentina | Chile | Peru | United Kingdom | All

Andina Minerals Inc.

EXPLORATION STAGE
CODE : ADM.V
CUSIP : 034219105
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Andina Min. is a gold and silver exploration company based in .

Andina Min. holds various exploration projects in Chile.

Its main exploration properties are ENCRUCIJADA, PAMPA BUENOS AIRES and VOLCAN in Chile.

Andina Min. is listed in Canada and in United States of America. Its market capitalisation is CA$ 102.1 millions as of today (US$ 99.4 millions, € 74.4 millions).

Its stock quote reached its lowest recent point on December 30, 2005 at CA$ 0.07, and its highest recent level on December 31, 2007 at CA$ 5.50.

Andina Min. has 129 271 000 shares outstanding.

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In the News and Medias of Andina Minerals Inc.
4/4/2006New analysis
Annual reports of Andina Minerals Inc.
2007 Annual report
2006 Annual report
Option Grants of Andina Minerals Inc.
4/26/2011Grants 80,000 Options to an employee
3/11/2010Grants 1,665,000 Options to officers, directors and employee...
3/6/2009Grants 500,000 Options to Mr. Keith McKay and 200,000 to Mr....
5/10/2007Grants 760,000 Stock Options
4/18/2006Grants 1,566,000 options
9/29/2005Issues 471,000 Stock Options
2/7/2005Grants 1,485,000 stock options to directors, employees and c...
Nominations of Andina Minerals Inc.
1/8/2013Reconstitutes Board of Directors as Hochschild Achieves Mini...
Financials of Andina Minerals Inc.
5/29/2012First Quarter 2012 Update
6/21/2011Files Amended Q1 2011 Financial Statements
Project news of Andina Minerals Inc.
7/20/2011(Pampa Buenos Aires)announces progress on Pampa Buenos Aires, Vein Float Samples...
5/25/2011(Volcan)drills 266 m at 1.00 g/t Au, including 56 m at 2.6 g/t Au at...
2/15/2011(Volcan)Drills 104 m at 2.21 g/t Au, Including 30 m at 3.98 g/t Au a...
6/7/2010(Volcan)Drills 110 Metres of 1.72 g/t Gold in the Dorado West Zone
6/1/2010(Volcan)Concludes 2009 Barrick Land Acquisition and Issues 1,408,980...
9/11/2009(Volcan)Increases Measured & Indicated Resources at Volcan Gold Proj...
Corporate news of Andina Minerals Inc.
2/20/2013Hochschild Completes Compulsory Acquisition of Andina Common...
1/14/2013Announces Expiry of Successful Bid by Hochschild Mining plc
11/8/2012Agrees to Friendly Business Combination With Hochschild Mini...
9/27/2012Permit Update
4/25/2012presents at the Denver Gold Group Forum and Precious Metals ...
10/5/2011Provides Corporate Update
12/18/2009Trenching at Ojo de Agua East Encounters Widespread Minerali...
12/10/2009announces exercise of over-allotment option
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