8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report

July 2, 2003

MINERA ANDES INC.

(Exact name of registrant as specified in its charter)

ALBERTA, CANADA

(State or other jurisdiction of incorporation)

000-22731	None
(Commission File No.)	(IRS Employer ID)

3303 N. Sullivan Road

Spokane, Washington 99216

(Address of principal executive offices and Zip Code)

(509) 921-7322

(Registrant’s telephone number, including area code)

ITEM  5. OTHER INFORMATION AND REGULATION FD DISCLOSURE

Minera Andes Inc. (the “Corporation”) and La Mancha Resources Inc announced that their previously proposed merger will not proceed. The two companies have concluded that the delays associated with completion of the merger and the satisfaction of conditions precedent would not be in the best interests of their respective shareholders. The Arrangement Agreement they had entered into in anticipation of the merger has therefore been terminated.

Separately, the Corporation announced that Mauricio Hochschild & Cia. Ltda. S.A. (“MHC”) has acquired 51% of the shares of the project company, Minera Santa Cruz S.A., upon satisfaction of the vesting requirements of the Joint Venture Agreement for the development of the Huevos Verdes gold/silver project in southern Argentina. The Agreement required MHC to expend US$3 million on the further exploration and development of the Huevos Verdes project, owned by Minera Santa Cruz, in order to vest. The Corporation holds a 49% interest in the project.

Currently, underground construction is underway on the Huevos Verdes target at San José in order to define a mineable gold/silver ore reserve. The construction program involves sinking two decline shafts to access the main Huevos Verdes vein, then driving galleries or tunnels on two levels to explore the vein structure identified at San José. An extensive program of further exploration is planned in the current phase of work, including further metallurgical work that may include construction of a pilot plant at site. Among other work, a 27 kilometer (about 17 miles) all-weather road and bridge to Huevos Verdes is nearly completed, which will provide improved access to site.

Following the termination of the proposed merger with La Mancha, the Corporation intends to review other possible financing strategies including possible business combinations and strategic relationships. It intends to undertake an active exploration program on its existing portfolio of gold, silver and copper properties in Argentina and continue to work actively with MHC in the on-going development of Huevos Verdes. The Corporation is a mining exploration and development corporation focused on Argentina. The Corporation presently has 37,450,864 issued and outstanding shares.

ITEM  7. FINANCIAL STATEMENTS AND EXHIBITS

Exhibits
10.1	Termination of Arrangement Agreement Letter
99.1	News Release

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATED: July 2, 2003

MINERA ANDES INC.
By:	/s/    ALLEN V. AMBROSE
	Allen V. Ambrose, President

EX-10.1

[LOGO] MINERA ANDES

INCORPORATED

Exhibit 10.1

June 27, 2003

La Mancha Resources Inc.

311 West First Street

North Vancouver, B.C.

V7M 1B3

Telecopier: 604.998.1253

Attention: Walter Berukoff

Copy to:

Anfield Sujir Kennedy & Durno

1600 – 609 Granville Street

Vancouver, B.C.

V7Y 1C3

Telecopier: 604.669.3877

Attention: Jay Sujir

Dear Sirs:

Termination of Arrangement Agreement

We refer to the letter agreement dated May 15, 2003 between Minera Andes Inc. and La Mancha Resources Inc. (the “Arrangement Agreement”). The purpose of this letter is to confirm our mutual agreement to terminate the Arrangement Agreement, effective immediately.

Please confirm that La Mancha has agreed to the foregoing termination of the Arrangement Agreement. Please evidence your agreement by signing a copy of this letter where indicated below and returning it to us immediately.

Yours sincerely,

MINERA ANDES INC.		Agreed to June 27, 2003 LA MANCHA RESOURCES INC.
By:	/s/    ALLEN V. AMBROSE	By:	/s/    WALTER BERUKOFF
	Allen V. Ambrose President		Walter Berukoff President

3303 N. Sullivan Road $  Spokane, Washington 99216 $  Phone: (509) 921-7322 $  Fax: (509) 921-7325

EX-99.1

Exhibit 99.1

[LOGO] MINERA ANDES

    INCORPORATED

TSX-V: MAI NEWS RELEASE NASD-OTCBB: MNEAF

PROPOSED MERGER BETWEEN MINERA ANDES AND

LA MANCHA RESOURCES WILL NOT BE COMPLETED;

HOCHSCHILD EARNS INTEREST IN SAN JOSÉ PROJECT

SPOKANE, WA – JULY 1, 2003 – Minera Andes Inc. (TSX-V: MAI and US OTC BB: MNEAF) (the “Corporation”) and La Mancha Resources Inc. (TSX-V: LMA) announce that their previously proposed merger will not proceed. The two companies have concluded that the delays associated with completion of the merger and the satisfaction of conditions precedent would not be in the best interests of their respective shareholders. The Arrangement Agreement they had entered into in anticipation of the merger has therefore been terminated.

Separately, the Corporation announces that Mauricio Hochschild & Cia. Ltda. S.A. (“MHC”) has acquired 51% of the shares of the project company, Minera Santa Cruz S.A., upon satisfaction of the vesting requirements of the Joint Venture Agreement for the development of the Huevos Verdes gold/silver project in southern Argentina. The Agreement required MHC to expend US$3 million on the further exploration and development of the Huevos Verdes project, owned by Minera Santa Cruz, in order to vest. Minera Andes holds a 49% interest in the project.

Currently, underground construction is underway on the Huevos Verdes target at San José in order to define a mineable gold/silver ore reserve. The construction program involves sinking two decline shafts to access the main Huevos Verdes vein, then driving galleries or tunnels on two levels to explore the vein structure identified at San José. An extensive program of further exploration is planned in the current phase of work, including further metallurgical work that may include construction of a pilot plant at site. Among other work, a 27 kilometer (about 17 miles) all-weather road and bridge to Huevos Verdes is nearly completed, which will provide improved access to site.

Following the termination of the proposed merger with La Mancha, Minera Andes intends to review other possible financing strategies including possible business combinations and strategic relationships. It intends to undertake an active exploration program on its existing portfolio of gold, silver and copper properties in Argentina and continue to work actively with MHC in the on-going development of Huevos Verdes. Minera Andes is a mining exploration and development corporation focused on Argentina. The Corporation presently has 37,450,864 issued and outstanding shares.

For further information visit our Web site at www.minandes.com, or please contact our investor relations at:

Spokane Office Art Johnson 3303 N. Sullivan Road Spokane, WA 99216 USA Phone: (509) 921-7322 Fax: (509) 921-7325 E-mail: mineraandes@minandes.com Vancouver Office Krister A. Kottmeier 1000-355 Burrard Street Vancouver, B.C. V6C 2G8 Phone: (604) 689-7017 Toll Free: 1-877-689-7018 E-mail: ircanada@minandes.com

FORWARD-LOOKING STATEMENT— Although Minera Andes believes many of its properties have promising potential, its properties are in the early stages of exploration. None have yet been shown to contain proven or probable mineral reserves. There can be no assurance that such reserves will be identified on any property, or that, if identified, mineralization may be economically extracted. In addition, Minera Andes’ joint venture partner, Mauricio Hochschild & Cia. Ltda., does not accept responsibility for the use of project data relating to the San José project or in the adequacy or accuracy of this release.

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Minera Andes Inc. News Release 03-13- Page 1