Macusani Yellowcake Inc. (TSX VENTURE:YEL)(FRANKFURT:QG1) ("Macusani") and
Southern Andes Energy Inc. (TSX VENTURE:SUR) ("Southern Andes") are pleased to
announce that they have entered into a merger agreement pursuant to which
Macusani will acquire all of the outstanding common shares of Southern Andes.
The merged company will control approximately 900 km2 of uranium exploration
ground in the highly prospective Macusani Plateau uranium district in
south-eastern Peru. 


Under the merger agreement, shareholders of Southern Andes will receive 0.8 of a
common share of Macusani in respect of each common share of Southern Andes held.
Prior to the completion of the merger, Southern Andes will distribute all of its
common shares of Caracara Silver Inc. ("Caracara") to the shareholders of
Southern Andes as a return of capital such that each Southern Andes shareholder
will receive approximately 0.45 shares of Caracara for each common share of
Southern Andes held. Based on the current share capitalization of each of the
respective companies, upon completion of the merger transaction Macusani
shareholders will own approximately 65% of the outstanding Macusani shares and
Southern Andes shareholders will own approximately 35%. The boards of directors
of Macusani and Southern Andes have unanimously approved the terms of the
transaction and recommend that shareholders vote in favour it. 


Transaction Rationale:



--  A combination of adjacent mineral property claims totalling over 900 km2
    in one of the largest, most highly prospective uranium districts in the
    world positioning Macusani as the dominant landholder in the region. 
    
--  Macusani will increase its total land package in the district by 275%,
    including several areas directly adjacent and surrounding Macusani's
    current resource properties. 
    
--  Provides Macusani with the flexibility to evaluate various development
    scenarios, including a significantly larger production facility than
    previously contemplated. 
    
--  Southern Andes' recent discovery at Tupuramani located immediately
    adjacent to and on strike with Macusani's Colibri 2 & 3 property, which
    was subject to a Preliminary Economic Assessment in 2010. 
    
--  A maiden resource at Macusani's Kihitian property is expected in
    Q1/2012, where preliminary results indicate that mineralized potential
    may continue to extend along strike onto Southern Andes' properties. 
    
--  A strong pro forma balance sheet with a cash position of over CAD$13
    million, fully financed to take the combined company through 2013
    exploration and development programs. 
    
--  Experienced management team and substantial in-country synergies. 
    
--  An attractive South American growth platform that will continue to
    evaluate accretive merger and acquisition opportunities in the uranium
    sector. 
    
--  Enhanced market presence, capital markets exposure and trading
    liquidity.



Mr. Peter Hooper, President and CEO of Macusani, stated: "By consolidating the
land holdings in the Macusani uranium district, we are establishing ourselves as
a highly prospective jurisdictional play in the growing Macusani district of
Peru. Building upon our successful exploration efforts at Kihitian, Colibri 2 &
3 and Corachapi, the addition of Southern Andes will allow for a more widespread
evaluation of the larger Macusani district, as well as targeted exploration
along strike from our current projects. Over the medium to long-term, this
transaction also provides us with the flexibility to consider other development
scenarios within the district, including the construction of a larger production
facility. We see this as a major step towards achieving our near term corporate
objective of adding further NI 43-101 compliant uranium resources, and look
forward to continuing to create value for the combined shareholder base." 


Mr. Nick Tintor, current President and CEO of Southern Andes, stated: "The
proposed transaction provides our shareholders with the opportunity to
participate in the growth potential of the combined exploration assets in the
Macusani district and to realize the value of Southern Andes' investment in
Caracara. This transaction will create a significant uranium exploration company
with the management team and balance sheet to realize the full potential of the
newly combined project portfolio."


Transaction Details

The proposed transaction will be carried out by way of a three-cornered
amalgamation, the implementation of which will be subject to approval by at
least 66 2/3% of the votes cast at a special meeting of Southern Andes
shareholders. Approval of the proposed transaction will also be sought by
Macusani from its shareholders at its annual meeting. In connection with the
completion of the transaction, the 7,573,847 shares of Macusani owned by
Southern Andes are intended to be cancelled. The combined board of directors
will draw from the expertise of both companies and consist of six members from
Macusani, and two from Southern Andes.


Pursuant to the terms of the merger agreement between Macusani and Southern
Andes, the proposed transaction is subject to applicable regulatory approvals
and the satisfaction of certain closing conditions customary for transactions of
this nature. The merger agreement also provides for, among other things,
customary board support and non-solicitation covenants from each party, subject
to "fiduciary out" provisions that entitle Southern Andes to consider and accept
a superior proposal and a 5 business day "right to match" in favour of Macusani.
The merger agreement also provides for the payment of a mutual termination fee
of CAD$0.5 million to the other party if the proposed transaction is not
completed under certain specified circumstances.


The board of directors of Southern Andes, after consultation with its financial
and legal advisors, has unanimously determined that the proposed transaction is
in the best interests of Southern Andes, is fair to the shareholders of Southern
Andes, and recommends that shareholders of Southern Andes vote in favour of the
proposed transaction. Haywood Securities, financial advisor to Southern Andes
and its board of directors, has provided an opinion to the effect that the
consideration to be received by shareholders of Southern Andes is fair, from a
financial point of view, to shareholders of Southern Andes. 


The board of directors of Macusani, after consultation with its financial and
legal advisors, has unanimously determined that the proposed transaction is in
the best interests of Macusani, is fair to the shareholders of Macusani, and
recommends that shareholders of Macusani vote in favour of the resolution to
approve the proposed transaction. Dundee Capital Markets, financial advisor to
Macusani and its board of directors, has provided a verbal opinion to the effect
that the consideration offered to Southern Andes by Macusani is fair, from a
financial point of view, to Macusani. 


The directors and senior officers of Macusani and Southern Andes, holding 6.0%
and 3.6%, respectively, have entered into customary voting support agreements
pursuant to which, among other things, they have agreed to vote their common
shares in favour of the proposed transaction. In addition, certain other
shareholders of Macusani and Southern Andes holding approximately 21% and 26% of
the outstanding common shares of Macusani and Southern Andes, respectively have
agreed to vote their common shares in favour of the proposed transaction. Based
on publicly filed information, Sheldon Inwentash of Toronto, Canada beneficially
owns or exercises control or direction over, directly or indirectly, 16.7% and
15.7%, respectively, of the outstanding common shares of Macusani and Southern
Andes. Upon closing, certain outstanding options and warrants to purchase common
shares of Southern Andes will entitle the holders to purchase common shares of
Macusani adjusted for the exchange ratio.


The full terms and conditions of the proposed transaction will be summarized in
Southern Andes' management information circular, which will be filed and mailed
to shareholders of Southern Andes in late February or early March 2012. If it is
approved by the respective shareholders of Southern Andes and Macusani, it is
anticipated that the proposed transaction will be completed in April 2012.


Copies of the merger agreement between Macusani and Southern Andes and certain
related documents will be filed with Canadian securities regulators and will be
available on SEDAR at www.sedar.com. The Southern Andes management information
circular will also be available at www.sedar.com. 


Advisors and Counsel

Dundee Capital Markets is acting as financial advisor to Macusani and its board
of directors. Acuity Corporate Securities Lawyers is acting as legal advisor to
Macusani.


Haywood Securities Inc. is acting as financial advisor to Southern Andes and its
board of directors. Cassels Brock & Blackwell LLP is acting as legal advisor to
Southern Andes.


Mr. Alain Vachon, P.Geo, Southern Andes Vice President Exploration and a
qualified person as defined by National Instrument 43-101, has reviewed and
approved the contents of this press release.


Conference Call

Shareholders, analysts, brokers, the media and other interested parties are
invited to join a conference call with Peter Hooper and Nick Tintor, the
respective CEO's of Macusani Yellowcake and Southern Andes.




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Date & Time:        Monday, February 6, 2012 at 11:00 am EST                
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Dial-in Details:    +1-647-427-7450 or +1-888-231-8191 (toll free)          
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Conference ID:      4 8 8 0 4 8 3 7                                         
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A summary presentation of the merger transaction can be found at:
http://www.macyel.com/merger/.


About Macusani Yellowcake Inc.

Macusani Yellowcake Inc. is a Canadian uranium exploration and development
company focused on the exploration of its properties on the Macusani Plateau in
south-eastern Peru. The Company owns a 99.5% interest in concessions which cover
over 24,000 hectares (240 km2) and are situated near significant infrastructure.
Macusani Yellowcake is listed on the TSX Venture Exchange under the symbol 'YEL'
and the Frankfurt Exchange under the symbol 'QG1'. For more information please
visit www.macyel.com.


About Southern Andes Energy Inc.

Southern Andes Energy Inc. is focused on exploring and developing uranium
resources to meet the world's growing demand for clean energy. The Company is
the largest landowner in the emerging Macusani Uranium District in Peru with
holdings of more than 65,000 hectares (650 km2) of land. The Company owns a 7%
equity interest in Macusani Yellowcake Inc., and also a 65% interest in Caracara
Silver Inc., (TSX VENTURE:CSV) which has been created to advance and develop the
Company's extensive silver and zinc projects in Peru.


Forward Looking Information 

This news release includes certain forward-looking statements concerning the
future performance of Macusani's and Southern Andes' business, operations and
financial performance and condition, as well as management's objectives,
strategies, beliefs and intentions. Forward-looking statements are frequently
identified by such words as "may", "will", "plan", "expect", "anticipate",
"estimate", "intend" and similar words referring to future events and results.
Forward-looking statements are based on the current opinions and expectations of
management. All forward-looking information is inherently uncertain and subject
to a variety of assumptions, risks and uncertainties, including the speculative
nature of mineral exploration and development, fluctuating commodity prices,
competitive risks and the availability of financing, as described in more detail
in the both companies recent securities filings available at www.sedar.com.
Actual events or results may differ materially from those projected in the
forward-looking statements and Macusani and Southern Andes caution against
placing undue reliance thereon. Neither the companies nor their management
assume any obligation to revise or update these forward-looking statements.


Website: www.macyel.com 

Facebook: www.macyel.com/facebook/ 

Twitter: www.twitter.com/macusani/
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