X0202 5 2004-12-31 0 0 1 0001030219 MINERA ANDES INC /WA MAI 0001228958 PASSPORT MANAGEMENT LLC 402 JACKSON STREET SAN FRANCISCO CA 94111 0 0 1 0 Common Stock 2004-10-19 2004-10-19 4 S 0 L 38164 0.5966 D 5861836 I See Footnotes Common Stock 2004-10-19 2004-10-19 4 S 0 L 31836 0.5966 D 5830000 I See Footnotes Common Stock 2004-10-20 2004-10-20 4 S 0 L 20000 0.602 D 5810000 I See Footnotes Common Stock 2004-10-27 2004-10-27 4 S 0 L 11000 0.6122 D 5799000 I See Footnotes Common Stock 2004-10-29 2004-10-29 4 S 0 L 9000 0.6154 D 5790000 I See Footnotes Common Stock 2004-12-14 2004-12-14 4 S 0 L 137000 0.5721 D 5653000 I See Footnotes Common Stock 2004-12-15 2004-12-15 4 S 0 L 28700 0.5569 D 5624300 I See Footnotes Common Stock 2004-12-16 2004-12-16 4 S 0 L 24000 0.5569 D 5600300 I See Footnotes Common Stock 2004-12-20 2004-12-20 4 S 0 L 41500 0.5624 D 5558800 I See Footnotes Common Stock 2004-12-21 2004-12-21 4 S 0 L 5000 0.5602 D 5553800 I See Footnotes Common Stock 2004-12-29 2004-12-29 4 S 0 L 21000 0.581 D 5532800 I See Footnotes Common Stock 2004-12-31 2004-12-31 4 S 0 L 128500 0.5763 D 5404300 I See Footnotes The securities beneficially owned following the reported transactions are held for the account of Passport Master Fund, LP (3,310,006 shares) and Passport Master Fund II, LP (2,094,294 shares), each an international limited partnership formed under the laws of the British Virgin Islands ("Fund I" and "Fund II" respectively, and together the "Funds"). In addition, Fund I and Fund II are the record owners of 1,815,935 and 1,134,065 warrants to purchase common stock, respectively. Passport Holdings, LLC, a Delaware limited liability company ("Passport Holdings"), is the General Partner of the Funds, and Passport Management, LLC, a Delaware limited liability company ("Passport Management") is the investment manager to the Funds. (Continued in footnote 2) (continued from Foot note 1) Passport Capital, LLC, a Delaware limited liability company ("Passport Capital") is the managing member of Passport Management and of Passport Holdings. John Burbank, a natural person ("Burbank"), is the sole managing member of Passport Capital. As a result, each of Passport Management, Passport Holdings, Passport Capital and Burbank may be considered to indirectly beneficially own the securities directly beneficially owned by Fund I and Fund II. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Burbank is deemed to be a beneficial owner of the shares beneficially owned by Fund I or Fund II only to the extent of the greater of his respective direct or indirect interest in the profits or capital account of such Funds. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Mr. Burbank is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by the Funds in excess of such amount. PASSPORT MASTER FUND, LP, By: PASSPORT HOLDINGS, LLC as General Partner, By: PASSPORT CAPITAL, LLC as Managing Member, By: John Burbank, Managing Member 2005-02-14 PASSPORT MASTER FUND II, LP, By: PASSPORT HOLDINGS, LLC as General Partner, By: PASSPORT CAPITAL, LLC as Managing Member, By: John Burbank, Managing Member 2005-02-14 PASSPORT HOLDINGS, LLC, By: PASSPORT CAPITAL, LLC as Managing Member, By: John Burbank, Managing Member 2005-02-14 PASSPORT MANAGEMENT, LLC, By: PASSPORT CAPITAL, LLC as Managing Member, By: John Burbank, Managing Member 2005-02-14 PASSPORT CAPITAL, LLC, By: John Burbank, Managing Member 2005-02-14 John Burbank 2005-02-14