Andina Minerals Inc. Agrees to Friendly Business Combination

Andina Minerals Inc. Agrees to Friendly Business Combination With
Hochschild Mining Plc 
TORONTO, ONTARIO -- (Marketwire) -- 11/08/12 -- Andina Minerals Inc.
(TSX VENTURE:ADM) ("Andina" or the "Company") is pleased to announce
that it has entered into a binding agreement (the "Support
Agreement") with Hochschild Mining PLC ("Hochschild") pursuant to
which Hochschild has agreed, subject to the terms of the Support
Agreement, to make an offer to purchase all of the outstanding common
shares of Andina by way of a friendly take-over bid at a price of
C$0.80 per share in cash (the "Offer").  
The Offer represents a 106% premium to the 20-day volume weighted
average price as at November 7, 2012 of Andina's common shares on the
TSX-V and a 100% premium to the closing price of the Company's common
shares on the TSX-V, immediately prior to the announcement of the
Offer. The transaction values Andina's equity at approximately C$103
million on a fully diluted in-the-money basis.  
George Bee, President and CEO of Andina commented on the Offer as
follows: "We are pleased to be entering into this transaction with
Hochschild. The Offer represents a significant premium to Andina
shareholders, and the Board of Andina unanimously supports the Offer.
Over the last year, along with the broader market for large-scale
gold developers, Andina's share price has declined due to a number of
factors. Most importantly, continued capital and operating cost
inflation in the mining sector has weighed on the market, along with
investor concerns with respect to share dilution arising from a
potential decision to develop the Volcan project or raising
additional funds to maintain the business. After reviewing the
alternatives available to our company, we believe that the Offer is
the best option for Andina shareholders."  
Hochschild has also entered into a lockup agreement with all of
Andina's Directors and Officers and with Mackenzie Financial Corp.,
who together hold in aggregate approximately 13.7% of the outstanding
shares of Andina on a basic shares outstanding basis.  
The Support Agreement contains customary deal support provisions
including non-solicitation and right to match provisions in favour of
Hochschild and the payment to Hochschild of a termination fee of
C$4.1 million if t
he acquisition is not completed in certain
specified circumstances. The obligation of Hochschild to take up and
pay for Andina common shares pursuant to the Offer is subject to
certain conditions, including a sufficient number of shares being
tendered to the Offer such that Hochschild would own at least 66 2/3%
of Andina's shares on a fully-diluted basis. Hochschild has also
agreed to provide Andina with a secured loan of C$1.75 million for
general purposes within 5 business days and which will be repaid by
Andina if the acquisition is not completed. In addition, Hochschild
has agreed to place C$3.75 million into an escrow account which will
be released to Andina on the date that Hochschild takes up and pays
for Andina shares under the Offer, or otherwise returned to
Hochschild if the Support Agreement is terminated.  
Hochschild has announced that it intends to commence its Offer and to
mail its take-over bid circular as soon as practicable and in any
event by November 22, 2012. The Offer will be open for acceptance for
a period of not less than 36 days. Andina's Board of Directors has
agreed that its Directors' Circular recommending the Offer will be
mailed to shareholders at the same time as the mailing of the
Hochschild take-over bid circular.  
BMO Capital Markets is acting as financial advisor to Andina and
Fraser Milner Casgrain LLP is acting as legal counsel to Andina. RBC
Capital Markets is acting as financial advisor to Hochschild and
Stikeman Elliot LLP is acting as legal counsel to Hochschild.  
About Andina Minerals Inc.  
Andina's primary focus is mining exploration and development in
Chile. The Company's flagship development project is the 100%-owned
Volcan Gold Project, strategically located in the prolific Maricunga
Gold Belt.  
In addition to Andina's extensive underexplored land position
surrounding Volcan, the Company holds two other mineral properties
located within Chile's primary mining regions. 
About Hochschild Plc.  
Hochschild is a precious metals company listed on the London Stock
Exchange operating in the Americas with a primary focus on the
exploration, mining, processing and sale of silver and gold. It is
headquartered in Lima and is a constituent of the FTSE 250 Index. 
Forward-Looking Information  
Certain of the statements made and information contained herein may
contain forward-looking statements or forward-looking information
within the meaning of applicable securities laws, including the
anticipated timing of the transaction. Forward-looking information is
based on the views, opinions, intentions and estimates of management
at the date the information is made, and is based on a number of
assumptions and subject to a variety of risks and uncertainties and
other factors that could cause actual events or results to differ
materially from those anticipated or projected in the forward-looking
information (including the actions of other parties). Many of these
assumptions are based on factors and events that are not within the
control of Andina and there is no assurance they will prove to be
correct. The timing and completion of the proposed transaction is
subject to customary conditions, termination rights and other risks
and uncertainties. Accordingly, there can be no assurance that the
proposed transaction will occur, or that it will occur on the
timetable or on the terms and conditions contemplated. The proposed
transaction could be modified, restructured or terminated. There can
be no assurance that forward-looking information will prove to be
accurate, as actual results and future events could differ materially
from those anticipated in such information. Andina undertakes no
obligation to update forward-looking information except as required
by applicable securities laws, or to comment on analyses,
expectations or statements made by third parties. The reader is
cautioned not to place undue reliance on forward-looking information. 
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release. 
Contacts:
Andina Minerals Inc.
George M. Bee
President & CEO
416 203 3488 
Andina Minerals Inc.
Derrick Weyrauch
Chief Financial Officer
416 203 3488
www.andinaminerals.com
 
 
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