Minera Andes Inc.
	9th Floor, 100 University Avenue
	Toronto, Ontario M5J 2Y1
	www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual General and Special Meeting to be held on June 27, 2008

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name appears on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

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7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 10:00 am, Pacific Time, on June 25, 2008.

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Appointment of Proxyholder
I/We being registered holder (“Registered Shareholder”) of Minera Andes Inc. (the “Corporation”) hereby appoint(s): Allen V. Ambrose, Director, President, and Chairman of the Corporation, or failing him, Henry A. John, Chief Financial Officer of the Corporation	OR	Enter the name of the person you are appointing if this person is someone other than the foregoing.
as my/our proxyholder with full power of substitution and to vote in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of Minera Andes Inc. to be held at the offices of the Corporation, 111 East Magnesium Road, Suite A, Spokane Washington, on June 27, 2008 at 10:00 am, Pacific Time, and at any adjournment thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

	For	Against
1. Fix the Number of Directors
To fix the number of directors to be elected at the meeting at six (6) members.	¨	¨
	For	Withhold
2. Election of Directors
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To elect as directors all of the proposed nominees, as more particularly set forth in the accompanying Management Information Circular prepared for the meeting.
Vote FOR or WITHHOLD for all nominees proposed by Management
	For	Withhold
3. Appointment of Auditors
To appoint BDO Dunwoody LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.	¨	¨
	For	Against
4. Stock Option Plan
An ordinary resolution, approving amendments to the Corporation’s Stock Option Plan, the details of which are more particularly described in the accompanying Management Information Circular prepared for the Meeting.	¨	¨
	For	Against
5. Amendments to By-law Number 1
An ordinary resolution, approving and confirming the amendments to the Corporation’s By-law Number 1, the details of which are more particularly described in the accompanying Management Information Circular prepared for the Meeting.	¨	¨
To transact any such other business as may properly be brought before the Meeting.
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Authorized Signature(s) - This section must be completed for your instructions to be executed.		Signature(s)		Date
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.				DD / MM /YY
Interim Financial Statements - Mark this box if you would like to receive interim financial statements and accompanying Management’s Discussion and Analysis by mail.	¨	Annual Financial Statements - Mark this box if you would NOT like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.			¨
If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
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