Minera Andes Inc /Wa Sample Contracts

April 4, 1996
Letter Agreement • June 20th, 1997 • Minera Andes Inc /Wa • Colorado
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ARTICLE 1. GENERAL AGREEMENT
Operating Agreement • June 20th, 1997 • Minera Andes Inc /Wa
FORM C ESCROW AGREEMENT (Performance Escrow Agreement)
Escrow Agreement • June 20th, 1997 • Minera Andes Inc /Wa
as Borrower - and -
Credit Agreement • April 29th, 2005 • Minera Andes Inc /Wa • Miscellaneous metal ores • British Columbia
BETWEEN
Minera Andes Inc /Wa • June 20th, 1997 • Alberta
ARTICLE I INTERPRETATION
Arrangement Agreement • June 20th, 1997 • Minera Andes Inc /Wa • Alberta
SHARE OPTION AGREEMENT
Share Option Agreement • June 20th, 1997 • Minera Andes Inc /Wa
CONVEYANCE AGREEMENT
Conveyance Agreement • June 20th, 1997 • Minera Andes Inc /Wa
AMENDMENT TO KEY EXECUTIVE EMPLOYMENT CONTRACT
Key Executive Employment Contract • November 14th, 2003 • Minera Andes Inc /Wa • Miscellaneous metal ores
VOTING AGREEMENT
Voting Agreement • September 23rd, 2011 • Minera Andes Inc /Wa • Miscellaneous metal ores • Ontario

WHEREAS each Shareholder is the registered and/or direct or indirect beneficial owner of the common shares and other securities in the capital of US Gold and/or Minera Andes, as the case may be, (together with any options or other rights to acquire any of the foregoing securities, collectively, the "Shares") as set out in Schedule A hereto;

ARRANGEMENT AGREEMENT
Arrangement Agreement • September 23rd, 2011 • Minera Andes Inc /Wa • Miscellaneous metal ores • Ontario

WHEREAS the respective Boards of Directors of US Gold and Minera Andes each established a special committee of independent directors to evaluate a combination of their respective businesses and each special committee recommended to its Board of Directors that such a business combination pursuant to the Plan of Arrangement (as hereinafter defined) in accordance with the terms and conditions contained herein is advisable and in the best interests of the corporation;

SUBSCRIPTION AGREEMENT (FIRST TRANCHE)
Subscription Agreement • January 3rd, 2006 • Minera Andes Inc /Wa • Miscellaneous metal ores • Ontario

This subscription agreement is to confirm the agreement between the Subscriber (as hereinafter defined) and Minera Andes Inc. (the “Corporation”), subject to the terms and conditions set forth herein, whereby the Subscriber will subscribe for 15,414,740 Units (as hereinafter defined) from treasury of the Corporation at the price of $0.35 per Unit, with each Unit comprised of one (1) Unit Share (as hereinafter defined) and one-half of one (1/2) Warrant (as hereinafter defined), each whole Warrant being exercisable to acquire one (1) Common Share (as hereinafter defined) at a price of $0.55 at any time prior to the earlier of: (i) the 15th trading day after receiving notice from the Corporation that the weighted-average price of the Common Shares on the Stock Exchange (as hereinafter defined) has been equal to or greater than $1.00 for a period of 20 consecutive trading days commencing 120 days after the date of issuance of the Warrants; and (ii) two (2) years from the Closing Date, subj

LIMITED LIABILITY COMPANY AGREEMENT PEGASUS GOLD INTERNATIONAL, INC.
Limited Liability Company Agreement • March 30th, 1998 • Minera Andes Inc /Wa • Miscellaneous metal ores • Washington
AMENDED AND RESTATED SUBSCRIPTION AGREEMENT
Subscription Agreement • February 24th, 2009 • Minera Andes Inc /Wa • Miscellaneous metal ores • Ontario

This amended and restated subscription agreement is to confirm the agreement between the Subscriber (as hereinafter defined) and Minera Andes Inc. (the “Corporation”), subject to the terms and conditions set forth herein, whereby the Subscriber will subscribe for (i) 18,299,970 Common Shares from treasury of the Corporation (the “First Tranche Purchased Common Shares”) at the price of $1.00 per Purchased Common Share (the “Purchase Price”), and (ii) in the event the Bank Facility Assumption (as defined below) has not been completed on or prior to 5:00 p.m. (Toronto time) on Wednesday, February 25, 2009, an additional 21,700,030 Common Shares from treasury of the Corporation (the “Second Tranche Purchased Common Shares”, and together with the First Tranche Purchased Common Shares, the “Purchased Common Shares”) at the Purchase Price.

Messrs. MINERA ANDES INC. MINERA ANDES S.A. Spokane, WA Attention : Allen Ambrose Facsimile No. (509) 921-7325 MINERA SANTA CRUZ S.A. Leandro N. Alem Avenue 712, Suite 5A Capital Federal, Argentina Attention: Gonzalo Freyre Facsimile No. (54-ll) 4315-7900
Minera Andes Inc /Wa • March 2nd, 2009 • Miscellaneous metal ores

We refer to the letter agreement dated October 10, 2006 (the “Funding Letter Agreement”) among Hochschild Mining (Argentina) Corporation, formerly known as Lorenzon Limited (“Lorenzon”), Minera Andes Inc. (“MAI”), MASA and MSC, as amended from time to time. Terms used herein without separate definition and defined in the Funding Letter Agreement are used herein as there defined.

BETWEEN
Special Warrant Indenture • June 20th, 1997 • Minera Andes Inc /Wa • Alberta
LOAN AGREEMENT
Loan Agreement • February 25th, 2009 • Minera Andes Inc /Wa • Miscellaneous metal ores

This Loan Agreement is entered as of this 10th day of September, 2004, by and between Minera Santa Cruz S.A. (hereinafter referred to as the “Borrower”), a company organized and validly existing under the laws of Argentina, with domicile at Sargento Cabral 124- B˚ 9 de Julio- (9000), City of Comodoro Rivadavia, Argentina, herein represented by William Saettone; Minera Andes S.A. (hereinafter referred to as “MASA” or a “Lender”), a company organized and validly existing under the laws of Argentina, with domicile at Perú 930, 2nd floor, City of Mendoza, Argentina, herein represented by Allen Ambrose; Lorenzon Limited (hereinafter referred to as “Lorenzon” or a “Lender” and, collectively with MASA, the “Lenders”), a corporation organized and validly existing under the laws of the Cayman Islands, with domicile at The Scotiabank Building, P.O. Box 501GT, 3rd Floor, George Town, Grand Cayman, herein represented by Robert Muffly; Minera Andes Inc., (hereinafter referred to as “MAI”), a corpor

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 24th, 2009 • Minera Andes Inc /Wa • Miscellaneous metal ores • Ontario

This subscription agreement is to confirm the agreement between the Subscriber (as hereinafter defined) and Minera Andes Inc. (the “Corporation”), subject to the terms and conditions set forth herein, whereby the Subscriber will subscribe for 121,212,121 Common Shares from treasury of the Corporation (the “Purchased Common Shares”) at the price of $0.33 per Purchased Common Share (the “Purchase Price”).

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Messrs. MINERA ANDES INC. MINERA ANDES S.A. Spokane, WA Attention : Allen Ambrose Facsimile No. (509) 921-7325 MINERA SANTA CRUZ S.A. Leandro N. Alem Avenue 712, Suite 5A Capital Federal, Argentina Attention: Gonzalo Freyre Facsimile No. (54-ll) 4315-7900
Minera Andes Inc /Wa • March 2nd, 2009 • Miscellaneous metal ores

We refer to the letter agreement dated October 10, 2006 (the “Funding Letter Agreement”) among Hochschild Mining (Argentina) Corporation, formerly known as Lorenzon Limited (“Lorenzon”), Minera Andes Inc. (“MAI”), MASA and MSC, as amended from time to time. Terms used herein without separate definition and defined in the Funding Letter Agreement are used herein as there defined.

March 29, 2007 Messrs. MINERA ANDES INC. MINERA ANDES S.A. Spokane, WA Attention : Allen Ambrose Facsimile No. (509) 921-7325 MINERA SANTA CRUZ S.A. Leandro N. Alem Avenue 712, Suite 5A Capital Federal, Argentina Attention: Gonzalo Freyre Facsimile...
Minera Andes Inc /Wa • March 2nd, 2009 • Miscellaneous metal ores

We refer to the letter agreement dated January 5, 2007, as amended, among Hochschild Mining (Argentina) Corporation, formerly known as Lorenzon Limited (“Lorenzon”), Minera Andes Inc., Minera Andes S.A. and Minera Santa Cruz S.A. and the letter agreements dated January 25, 2007, as amended, and February 28, 2007 among the same parties (collectively, the “Letter Agreements”), each relating to advances of the Lorenzon/MSC PFL, the Lorenzon/MAI PFL, and the MAI/MSC PFL (as such terms are defined in the Letter Agreements).

September 2, 2011 US Gold Corporation
Minera Andes Inc /Wa • September 2nd, 2011 • Miscellaneous metal ores • Ontario
MINERA ANDES INCORPORATED May 15, 2003 La Mancha Resources Inc. 213 West First Street North Vancouver, B.C. V7M 1B3 Attention: Walter Berukoff Dear Sirs: Arrangement Agreement
Arrangement Agreement • May 19th, 2003 • Minera Andes Inc /Wa • Miscellaneous metal ores • British Columbia

The purpose of this letter is to set out the terms on which Minera Andes Inc. ("Minera Andes") has agreed to combine its business and operations with the business and operations of La Mancha Resources Inc. ("La Mancha") on the basis that all of the issued and outstanding common shares of La Mancha are exchanged for common shares of Minera Andes as provided herein.

KEY EXECUTIVE EMPLOYMENT CONTRACT
Key Executive Employment Contract • March 31st, 2003 • Minera Andes Inc /Wa • Miscellaneous metal ores • Washington

This Key Executive Employment Contract (hereinafter referred to as the “Agreement”‘), effective January 1, 2003, is made by and between Minera Andes Inc., 3303 N. Sullivan Road, Spokane, WA 99216, and other corporations owned or controlled by it (referred to as the “Company”), and Allen V. Ambrose (hereinafter referred to as the “Executive”), 401 West Charlton Ave., Spokane, WA 99208.

CHAPTER I INTERPRETATION AND DEFINITIONS
Minera Andes Inc /Wa • June 20th, 1997
February 28, 2007 Messrs. MINERA ANDES INC. MINERA ANDES S.A. Spokane, WA Attention : Allen Ambrose Facsimile No. (509) 921-7325 MINERA SANTA CRUZ S.A. Leandro N. Alem Avenue 712, Suite 5A Capital Federal, Argentina Attention: Gonzalo Freyre Facsimile...
Minera Andes Inc /Wa • March 2nd, 2009 • Miscellaneous metal ores

We refer to the letter agreement dated October 10, 2006 (the “Funding Letter Agreement”) among Hochschild Mining (Argentina) Corporation, formerly known as Lorenzon Limited (“Lorenzon”), Minera Andes Inc. (“MAI”), MASA and MSC, as amended from time to time. Terms used herein without separate definition and defined in the Funding Letter Agreement are used herein as there defined.

Messrs. MINERA ANDES INC. MINERA ANDES S.A. Spokane, WA Attention : Allen Ambrose Facsimile No. (509) 921-7325 MINERA SANTA CRUZ S.A. Leandro N. Alem Avenue 712, Suite 5A Capital Federal, Argentina Attention: Gonzalo Freyre Facsimile No. (54-ll) 4315-7900
Minera Andes Inc /Wa • March 2nd, 2009 • Miscellaneous metal ores

We refer to the letter agreement dated October 10, 2006 (the “Funding Letter Agreement”) among Hochschild Mining (Argentina) Corporation, formerly known as Lorenzon Limited (“Lorenzon”), Minera Andes Inc. (“MAI”), MASA and MSC, as amended from time to time. Terms used herein without separate definition and defined in the Funding Letter Agreement are used herein as there defined.

JOINT FILING AGREEMENT
Joint Filing Agreement • October 3rd, 2011 • Minera Andes Inc /Wa • Miscellaneous metal ores

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D and any amendments thereto with respect to the common stock of US Gold Corporation and agree that this Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.

KEY EXECUTIVE EMPLOYMENT CONTRACT
Key Executive Employment Contract • March 31st, 2003 • Minera Andes Inc /Wa • Miscellaneous metal ores • Washington

This Key Executive Employment Contract (hereinafter referred to as the “Agreement”‘), effective January 1, 2003, is made by and between Minera Andes Inc., 3303 N. Sullivan Road, Spokane, WA 99216, and other corporations owned or controlled by it (referred to as the “Company”), and Brian Gavin (hereinafter referred to as the “Executive”), 5316 N. Elton Road, Spokane, WA 99212.

Messrs. MINERA ANDES INC. MINERA ANDES S.A. Spokane, WA Attention : Allen Ambrose Facsimile No. (509) 921-7325 MINERA SANTA CRUZ S.A. Leandro N. Alem Avenue 712, Suite 5A Capital Federal, Argentina Attention: Gonzalo Freyre Facsimile No. (54-ll) 4315-7900
Minera Andes Inc /Wa • March 2nd, 2009 • Miscellaneous metal ores

We refer to the letter agreement dated October 10, 2006 (the “Funding Letter Agreement”) among Hochschild Mining (Argentina) Corporation, formerly known as Lorenzon Limited (“Lorenzon”), Minera Andes Inc. (“MAI”), MASA and MSC, as amended from time to time. Terms used herein without separate definition and defined in the Funding Letter Agreement are used herein as there defined.

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