Andean American Gold Corp.

Andean American Gold Corp.

November 12, 2010 10:39 ET

Andean American Closes $16.4 Million Bought Deal Private Placement Financing

Funds to Be Used Primarily for Advancing Andean's Gold-Silver-Copper Project in Peru

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 12, 2010) -


Andean American Gold Corp. ("Andean" or the "Company") (TSX VENTURE:AAG)(FRANKFURT:AQN) is pleased to announce that it has closed its previously reported bought-deal private placement by the issuance of 18,169,000 common shares (which includes the exercise of 1,469,000 common shares of the over-allotment option) at a purchase price of $0.90 per common share for aggregate gross proceeds to Andean of $16,352,100 (the "Offering"). The Offering was underwritten by a syndicate of underwriters, led by Haywood Securities Inc. and including Octagon Capital Corp. The underwriters were paid a 5% cash fee on the gross proceeds of the offering and received warrants in number equal to 5% of the shares sold under the offering. The warrants will be exercisable at a price of $1.25 for a period of 12 months.

The Company intends to use the net proceeds from the financing primarily for advancing its Invicta Gold Project in Peru, as well as for general corporate purposes.

All securities issued in connection with the Offering are subject to a four month hold period in accordance with the TSX Venture Exchange and Canadian securities legislation, expiring March 13, 2011.

"The majority of the funds raised through this bought deal will be used to advance our Invicta Project, a gold, silver and copper project. As mentioned in previous press releases, SRK continue to upgrade the Feasibility Study completed in July this year and we still anticipate completion in Q2 2011. We are extremely pleased with the interest shown in the financing, and are committed to bringing the Invicta Project into production as soon as possible," said David Rae, President of Andean American Gold Corp.

For further information, please visit the Company's website at

About Andean American

Andean is an international mining and exploration company focused on value growth through the development of gold and copper projects in Peru and currently has two key assets: the 28,200 hectare Invicta gold-silver-copper advanced exploration stage project and 60.13% of Sinchao Metals Corp., owner of the Sinchao gold-silver-copper exploration project. In addition, the Company is actively targeting early stage gold and silver prospects in Peru. For further information call (604) 681-6186 or toll free: 1-888-356-4784.

On behalf of Andean American Gold Corp.,

David Rae, President

This news release may contain forward-looking information within the meaning of the Securities Act (Ontario) ("forward-looking statements"). Such forward-looking statements may include the Company's plans for its mineral projects, the overall economic potential of its properties, the availability of adequate financing and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements expressed or implied by such forward-looking statements to be materially different. Such factors include, among others, risks and uncertainties relating to potential political risks involving the Company's operations in a foreign jurisdiction, uncertainty of production and costs estimates and the potential for unexpected costs and expenses, physical risks inherent in mining operations, currency fluctuations, fluctuations in the price of gold and other metals, completion of economic evaluations, changes in project parameters as plans continue to be refined, the inability or failure to obtain adequate financing on a timely basis, and other risks and uncertainties, including those described in the Company's Financial Statements, Management Discussion and Analysis and Material Change Reports filed with the Canadian Securities Administrators and available at

This press release is not an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended and such securities may not be offered or sold within the United States absent an applicable exemption from U.S. registration requirements.

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.

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