Hochschild Mining PLC (LSE:HOC) entered into a binding agreement to acquire Andina Minerals Inc. (TSXV:ADM) from a group of shareholders for approximately CAD 100 million in cash on November 7, 2012. The offer per share is CAD 0.8. The group of shareholders include Mackenzie Universal Canadian Resource Class, Mackenzie Universal Precious Metals Fund and Mackenzie Universal World Precious Metals Class of Mackenzie Financial Corporation, Investors Group Corporate Class Inc. - IG Mackenzie Global Precious Metals Class of IG Investment Management, Ltd., T. Sean Harvey, George M. Bee, Patrick Downey, R. Gregory Laing, Eduardo Rosselot, Melvyn Williams, Derrick Weyrauch, Bob Rose, Alejandro Labbé, Annick Chouinard, Cybill Tsung and others. Hochschild has also agreed to provide Andina with a secured loan of CAD 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 CAD 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 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 and offer will be open for acceptance for a period of not less than 36 days. The transaction is funded from available cash with Hochschild Mining.

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. The agreement contains customary deal support provisions including non-solicitation and right to match provisions in favor of Hochschild and the payment to Hochschild of a termination fee of CAD 4.1 million if the acquisition is not completed in certain specified circumstances. The offer will expire on December 28, 2012. As of December 28, 2012, 81.4% of shareholders holding approximately 113 million shares tendered their stake. The offer period has also been extended till January 11, 2013.

The transaction is subject to customary conditions including acceptances from 66.67% of Andina shareholders, support agreement shall not have been terminated in accordance with its terms, approvals of any administrative agency, commission, governmental or regulatory authority if required and the absence of a material adverse change with respect to Andina. The Board of Directors of Andina has unanimously recommended that holders of Andina common shares vote in favor of the transaction. BMO Capital Markets acted as financial advisor and Fraser Milner Casgrain LLP acted as legal advisor to Andina. Carmen Edgell of RBC Capital Markets acted as financial advisor and Quentin Markin, Ivan Grbesic, Paul Rakowski, J.R. Laffin, Sumeet Thind Dean Kraus, Jill Winton and Michael Kilby of Stikeman Elliot LLP acted as legal advisor to Hochschild. Charles Chichester of RLM Finsbury acted as PR advisor to Hochschild Mining. Georgeson Shareholder Communications Canada, Inc. acted as information agent and Equity Financial Trust Company acted as depositary for Hochschild Mining. Simon Branigan, John Sheehy and Sam Thampapillai of Linklaters LLP acted as the legal advisors for Hochschild Mining.

Hochschild Mining PLC (LSE:HOC) completed the acquisition of Andina Minerals Inc. (TSXV:ADM) from a group of shareholders on January 11, 2013. Since, more than 90% of the shares sought were deposited to Hochschild Mining, Hochschild Mining intends to acquire all of the remaining Shares of Andina not deposited pursuant to the compulsory acquisition provisions. As of February 20, 2013, the trading of the Andina Shares on the TSX venture exchange has been halted and Andina expects that it will be delisted from the exchange on or about February 22, 2013, subject to approval of the exchange.