X0202 3 2004-03-05 0 0001030219 MINERA ANDES INC /WA MAI 0001228958 PASSPORT MANAGEMENT LLC 402 JACKSON STREET . SAN FRANCISCO CA 94111 0 0 1 0 Common Stock 7460000 I See Footnotes Common Stock 7460000 I See Footnotes Common Stock 7460000 I See Footnotes Consists of 3,500,000 restricted common shares, 1,510,000 unrestricted common shares and 2,450,000 warrants, of which 1,750,000 are exercisable for restricted common shares and 700,000 are exercisable for unrestricted common shares. The shares reported in this response are beneficially owned by Passport Master Fund LP (4,582,065 shares) and Passport Master Fund II, LP (2,877,935 shares) , each an international limited partnership formed under the laws of the British Virgin Islands (each, a "Partnership," together, the "Partnerships") and indirectly beneficially owned by Passport Management, LLC ("Passport") , a Delaware limited liability company and the Partnerships' investment adviser (7,460,000 shares), Passport Holdings, LLC, a Delaware limited liability company and the Partnerships' general partner (7,460,000 shares), Passport Capital, LLC, a Delaware limited liability company and the managing member of Passport and Passport Holdings, LLC (7,460,000 shares), Ralph K. McCluskey, a natural person and control person and managing partner of Passport (7,460,000 shares), and John H. Burbank, a natural person and a control person and managing partner of Passport (7,460,000 shares). The 4,582,065 shares reported for Passport Master Fund LP (see footnote 2 above) consist of 2,583,000 restricted common shares, 497,780 unrestricted common shares and 1,501,285 warrants, of which 1,291,500 are exercisable for restricted common shares and 209,785 are exercisable for unrestricted common shares. The 2,877,935 shares reported for Passport Master Fund II, LP (see footnote 2 above) consist of 917,000 restricted common shares, 1,012,220 unrestricted common shares and 948,715 warrants, of which 458,500 are exercisable for restricted common shares and 490,215 are exercisable for unrestricted common shares). Pursuant to the operating agreement of Passport, Ralph K. McCluskey and John H. Burbank, in their separate capacities as a control person and co-managing partner of Passport Capital, LLC, are authorized, among other things, to indirectly and jointly direct the activities of Passport and, thereby, to exercise voting and dispositive power over the common shares reported herein. Pursuant to the operating agreement of Passport Capital, LLC, Ralph K. McCluskey does not have sole voting or dispositive power over the common shares reported herein. This joint filing on Form 3 shall not be deemed an admission that Mr. McCluskey is, for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise, the beneficial owner of any equity securities reported in this joint filing. Mr. McCluskey disclaims beneficial ownership of the shares being reported in this response except to the extent that he has an indirect pecuniary interest therein. Pursuant to the operating agreement of Passport Capital, LLC, John H. Burbank does not have sole voting or dispositive power over the common shares reported herein. This joint filing on Form 3 shall not be deemed an admission that Mr. Burbank is, for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise, the beneficial owner of any equity securities reported in this joint filing. Mr. Burbank disclaims beneficial ownership of the shares being reported in this response except to the extent that he has an indirect pecuniary interest therein. PASSPORT MANAGEMENT, LLC, By: Passport Capital, LLC, its managing member, By: John H. Burbank, its managing partner 2004-07-08 PASSPORT CAPITAL, LLC, By: John H. Burbank, its managing partner 2004-07-08 PASSPORT HOLDINGS, LLC, By: Passport Capital, LLC, its managing member, By: John H. Burbank, its managing partner 2004-07-08 PASSPORT MASTER FUND LP, By: Passport Holdings, LLC, its GP, By: Passport Capital, LLC, its managing member, By: John H. Burbank, its managing partner 2004-07-08 PASSPORT MASTER FUND II, LP, By: Passport Holdings, LLC, its GP, By: Passport Capital, LLC, its managing member, By: John H. Burbank, its managing partner 2004-07-08 John H. Burbank 2004-07-08 Ralph K. McCluskey 2004-07-08