MINERAL PROPERTY ACQUISITION AGREEMENT

(a)

the La Mofralla property (“Mofralla”) located in Atacama Region III Chile, and comprising approximately 250 hectares;

(b)

the El Corral (“Corral”) property located in Atacama Region III Chile, and comprising approximately 4000  hectares; and

(c)

the Venado (“Venado”) property located in Atacama Region III Chile, and comprising approximately 3600 hectares;

 (a)

“ Agreement ” means this Mineral Property Acquisition Agreement as entered into between the Parties hereto, together with any amendments thereto and any Schedules as attached thereto;

(b)

“ Closing ” has the meaning ascribed to it in section “6.1” hereinbelow and includes, without limitation, the closing of each of the transactions contemplated hereby which shall occur after the conditions precedent set out in Article “5” hereinbelow have been satisfied in their entirety;

(c)

“ Closing Date ” has the meaning ascribed to it in section “6.1” hereinbelow;

(d)

“ Confidential Information ” has the meaning ascribed to it in section “12.1” hereinbelow;

(e)

“ Defaulting Party ” and “ Non-Defaulting Party ” have the meanings ascribed to them in section “15.1” hereinbelow;

(f)

“ Effective Date ” has the meaning ascribed to in on the front page of this Agreement;

(g)

“ Indemnified Parties ” and “ Indemnified Party ” have the meanings ascribed to them in section “16.1” hereinbelow;

(h)

“ mortgage ” has the meaning ascribed to it in section “8.1” hereinbelow;

(i)

“ Party ” or “ Parties ” means Gareste and/or the Purchaser hereto, together with their respective successors and permitted assigns as the context so requires;

(j)

“ person ” or “ persons ” means an individual, corporation, partnership, party, trust, fund, association and any other organized group of persons and the personal or other legal representative of a person to whom the context can apply according to law;

(k)

“ Property ” has the meaning ascribed to it in recital “A . ” hereinabove; and which mineral property interests comprising the Property are particularly described in Schedule “A” which is attached hereto together with any other claim or interests of the Parties hereto which are incorporated into the Property by the terms of this Agreement;

(l)

“ Property Documentation ” means any and all technical records and other factual engineering data and information relating to the mineral property interests comprising the Property and including, without limitation, all plans, maps, agreements and records which are in the possession or control of any Party hereto;

(m)

“ Property Rights ” means all mineral licenses and all prioritized and protocoled applications for exploration licenses, permits, easements, rights-of-way, certificates, exclusive prospecting orders and other approvals obtained by either of the Parties either before or after the Effective Date of this Agreement and necessary for the exploration and development of any of the mineral property interests comprising the Property;

(n)

“ Purchaser ” means Pacific Copper Chile Limitada, a limited liability company organized pursuant to the laws of Chile, or any successor company, however formed, whether as a result of merger, amalgamation or other action;

(o)

“ Regulatory Approval ” means the acceptance for filing of the transactions contemplated by this Agreement by the Regulatory Authorities;

(p)

“ Regulatory Authorities ” means such regulatory bodies and agencies who have jurisdiction over the affairs of any of the Parties hereto and including, without limitation, all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated by this Agreement;

(q)

“ Securities Act ” means the United States Securities Act of 1933 , as amended, together with any Rules and Regulations promulgated thereunder;

(r)

“ Subsidiary ” means any company or companies of which more than 50% of the outstanding shares carrying votes at all times (provided that the ownership of such shares confers the right at all times to elect at least a majority of the board of directors of such company or companies) are for the time being owned by or held for a company and/or any other company in like relation to the company, and includes any company in like relation to the subsidiary;

(s)

“ Vendor ” means Gareste Limitada, a Chilean limited partnership.

(a)

the words “ herein ”, “ hereof ” and “ hereunder ” and other words of similar import refer to this Agreement as a whole and not to any particular Article, section or other subdivision of this Agreement;

(b)

the headings are for convenience only and do not form a part of this Agreement nor are they intended to interpret, define or limit the scope or extent of this or any provision of this Agreement;

(c)

any reference to an entity shall include and shall be deemed to be a reference to any entity that is a permitted successor to such entity; and

(d)

words in the singular include the plural and words in the masculine gender include the feminine and neuter genders, and vice versa .

(a)

the Shares are restricted securities within the meaning of “ Rule 144 ” promulgated under the Securities Act;

(b)

the exemption from registration under Rule 144 will not be available in any event for at least six months from the date of transfer of Shares to Gareste, and even then will not be available unless (i) a public trading market then exists for the common stock of the Purchaser, (ii) adequate information concerning the Purchaser is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and

(c)

any sale of the Shares may be made by Gareste only in limited amounts in accordance with such terms and conditions.

(a)

Gareste is a limited liability company duly organized under the laws of the country of Chile, is validly existing and is in good standing with respect to all statutory filings required by Chilean law, is qualified to do business in those jurisdictions where it is necessary to fulfill each of the Vendor’s obligations under this Agreement, and Gareste has the full power and authority to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;

(b)

Gareste has the requisite power, authority and capacity to fulfill the Vendor’s obligations under this Agreement;

(c)

the execution and delivery of this Agreement and the agreements contemplated hereby have been duly authorized by all necessary action on the Vendor’s part;

(d)

this Agreement constitutes a legal, valid and binding obligation of Gareste enforceable against Gareste in accordance with its terms, except as enforcement may be limited by laws of general application affecting the rights of creditors;

(e)

prior to Closing Gareste will have obtained all authorizations, approvals, including Regulatory Approval, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by each of Gareste who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which Gareste or any of the mineral property interests comprising the Property may be subject;

(f)

except for Regulatory Approval of this Agreement by the appropriate Regulatory Authorities, there are no other consents, approvals or conditions precedent to the performance of this Agreement which have not been obtained;

(g)

Gareste is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which Gareste is subject or which apply to Gareste;

(h)

no proceedings are pending for, and Gareste is unaware of, any basis for the institution of any proceedings leading to the placing of Gareste in bankruptcy or subject to any other laws governing the affairs of insolvent persons;

(i)

Gareste has not received, nor has Gareste requested or does Gareste require to receive, any offering memorandum or similar document describing the business and affairs of the Purchaser in order to assist Gareste in entering into this Agreement and in consummating the transactions contemplated herein;

(j)

except as otherwise provided for herein, Gareste has not retained, employed or introduced any broker, finder or other person who would be entitled to a brokerage commission or finder’s fee arising out of the transactions contemplated hereby;

(k)

Gareste is not, nor until or at the Closing Date will Gareste be, in breach of any provision or condition of, nor has Gareste done or omitted to do anything that, with or without the giving of notice or lapse or both, would constitute a breach of any provision or condition of, or give rise to any right to terminate or cancel or accelerate the maturity of any payment under, any deed of trust, contract, certificate, consent, permit, license or other instrument to which Gareste is a party, by which Gareste is bound or from which Gareste derives benefit, any judgment, decree, order, rule or regulation of any court or governmental authority to which Gareste is subject, or any statute or regulation applicable to Gareste, to an extent that, in the aggregate, has a material adverse effect on Gareste or on any of the mineral property interests comprising the Property;

(l)

Vendor will give to the Purchaser, within at least five calendar days prior to the Closing Date, by written notice, particulars of:

(i)

each occurrence within the Vendor’ knowledge after the Effective Date of this Agreement that, if it had occurred before the Effective Date, would have been contrary to any of the Vendor’s representations or warranties contained herein; and

(ii)

each occurrence or omission within the Vendor’s knowledge after the Effective Date that constitutes a breach of any of the Vendor’s covenants contained in this Agreement;

(m)

the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof does not and will not:

(i)

conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which Gareste is subject, or constitute or result in a default under any agreement, contract or commitment to which Gareste is a party;

(ii)

give to any party the right of termination, cancellation or acceleration in or with respect to any agreement, contract or commitment to which Gareste is a party;

(iii)

give to any government or governmental authority, or any municipality or any subdivision thereof, including any governmental department, commission, bureau, board or administration agency, any right of termination, cancellation or suspension of, or constitute a breach of or result in a default under, any permit, license, control or authority issued to Gareste which is necessary or desirable in connection with the conduct and operations of Vendor’s business and the ownership or leasing of each Vendor’s business assets; or

(iv)

constitute a default by Gareste, or any event which, with the giving of notice or lapse of time or both, might constitute an event of default, under any agreement, contract, indenture or other instrument relating to any indebtedness of Gareste which would give any party to that agreement, contract, indenture or other instrument the right to accelerate the maturity for the payment of any amount payable under that agreement, contract, indenture or other instrument;

(n)

neither this Agreement nor any other document, certificate or statement furnished to the Purchaser by or on behalf of Gareste in connection with the transactions contemplated hereby knowingly or negligently contains any untrue or incomplete statement of material fact or omits to state a material fact necessary in order to make the statements therein not misleading which would likely affect the decision of the Purchaser to enter into this Agreement; and

(o)

Gareste is not aware of any fact or circumstance which has not been disclosed to the Purchaser which should be disclosed in order to prevent the representations, warranties and covenants contained in this section from being misleading or which would likely affect the decision of the Purchaser to enter into this Agreement.

(a)

Gareste is the legal and beneficial owner of and holds good and marketable title to, and complete and exclusive possession of all of the mineral property interests comprising the Property; the particulars of which mineral property interests comprising the Property being more particularly described in Schedule “A” which is attached hereto;

(b)

Gareste is authorized to hold the right to explore and develop and operate, and rights of ingress to and egress from each of the mineral property interests comprising the Property and all Property Rights held by Gareste in and to the mineral property interests comprising the Property;

(c)

Gareste holds all of the mineral property interests comprising the Property free and clear of all mortgages, liens, charges, encumbrances and claims of others;

(d)

no other person, firm or corporation has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming an agreement, for the purchase from Gareste of any interest in and to any of the mineral property interests comprising the Property;

(e)

the mineral property interests comprising the Property have been duly and validly located and recorded in a good and minerlike manner pursuant to applicable mining laws;

(f)

all permits and licenses covering the mineral property interests comprising the Property have been duly and validly issued pursuant to applicable mining laws and are in good standing by the proper doing and filing of assessment work and the payment of all fees, taxes and rentals in accordance with the requirements of applicable mining laws and the performance of all other actions necessary in that regard;

(g)

where appropriate, Gareste has insured the mineral property interests comprising the Property against loss or damage on a replacement cost basis;

(h)

all conditions on and relating to the mineral property interests comprising the Property and the operations conducted thereon by or on behalf of Gareste are in compliance with all applicable laws, regulations or orders and including, without limitation, all laws relating to environmental matters, waste disposal and storage and reclamation;

(i)

there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to any of the mineral property interests comprising the Property and the conduct of the operations related thereto, nor has Gareste received any notice of same;

(j)

there is no adverse claim or challenge against or to the ownership of or title to any of the mineral property interests comprising the Property or which may impede the development of any of the mineral interests comprising the Property, nor, to the best of the knowledge, information and belief of Gareste, after having made due inquiry, is there any basis for any potential claim or challenge, and no person has any royalty, net profits or other interests whatsoever in any production from any of the mineral property interests comprising the Property;

(k)

there are no actions, suits, proceedings or investigations (whether or not purportedly against or on behalf of Gareste), pending or threatened, which may affect, without limitation, the rights of Gareste to transfer any interest in and to the mineral property interests comprising the Property to the Purchaser at law or in equity, or before or by any federal, state, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and, without limitation, there are no claims or potential claims under any relevant family relations legislation or other equivalent legislation affecting any of the mineral property interests comprising the Property.  In addition, Gareste is not now aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success;

(l)

Gareste will deliver in the normal course to the Purchaser all Property Documentation in Gareste’ possession or control relating to the mineral property interests comprising the Property together with copies of all permits, permit applications and applications for exploration and exploitation rights respecting any of the mineral property interests comprising the Property;

(m)

Gareste is not aware of any fact or circumstance which has not been disclosed to the Purchaser which should be disclosed in order to prevent the representations and warranties contained in this section from being misleading or which would likely affect the decision of the Purchaser to enter into this Agreement.

(a)

the Purchaser is a limited liability company duly organized under the laws of the country of Chile, is validly existing and is in good standing with respect to all statutory filings required by Chilean law;

(b)

the Purchaser is qualified to do business in those jurisdictions where it is necessary to fulfill the Purchaser’s obligations under this Agreement, and the Purchaser has the full power and authority to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;

(c)

the execution and delivery of this Agreement and the agreements contemplated hereby have been duly authorized by all necessary corporate action on the Purchaser’s part;

(d)

prior to the Closing Date the Purchaser will have obtained all authorizations, approvals, including Regulatory Approval, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Purchaser who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which the Purchaser may be subject;

(e)

except for Regulatory Approval of this Agreement by the appropriate Regulatory Authorities, there are no other consents, approvals or conditions precedent to the performance of this Agreement which have not been obtained;

(f)

this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as enforcement may be limited by laws of general application affecting the rights of creditors;

(g)

no proceedings are pending for, and the Purchaser is unaware of, any basis for the institution of any proceedings leading to the dissolution or winding up of the Purchaser or the placing of the Purchaser in bankruptcy or subject to any other laws governing the affairs of insolvent companies;

(h)

there is no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or, to the best of the knowledge, information and belief of the Purchaser, after making due inquiry, threatened against or affecting the Purchaser at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau or agency;

(i)

the Purchaser is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which the Purchaser is subject or which apply to the Purchaser;

(j)

the Purchaser will save Gareste harmless in respect of all claims, liabilities and expenses arising out of the Purchaser’s activities on any of the mineral property interests comprising the Property;

(k)

the Purchaser will do all work on the Property in a good and minerlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any governmental authority;

(l)

the Purchaser is not in breach of any provision or condition of, nor has the Purchaser done or omitted anything that, with or without the giving of notice or lapse or both, would constitute a breach of any provision or condition of, or give rise to any right to terminate or cancel or accelerate the maturity of any payment under, any deed of trust, contract, certificate, consent, permit, license or other instrument to which the Purchaser is a party, by which the Purchaser is bound or from which the Purchaser derives benefit, any judgment, decree, order, rule or regulation of any court or governmental authority to which the Purchaser is subject, or any statute or regulation applicable to the Purchaser, to an extent that, in the aggregate, has a material adverse affect on the Purchaser’s ability to perform this Agreement;

(m)

the Purchaser will give to Gareste, within at least five calendar days prior to the Closing Date (as hereinafter defined), by written notice, particulars of:

(i)

each occurrence within the Purchaser’s knowledge after the Effective Date of this Agreement that, if it had occurred before the Effective Date, would have been contrary to any of the Purchaser’s representations or warranties contained herein; and

(ii)

each occurrence or omission within the Purchaser’s knowledge after the Effective Date that constitutes a breach of any of the Purchaser’s covenants contained in this Agreement;

(n)

the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof does not and will not:

(i)

conflict with or result in a breach of or violate any of the terms, conditions or provisions of the incorporation documents of the Purchaser;

(ii)

conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which the Purchaser is subject, or constitute or result in a default under any agreement, contract or commitment to which the Purchaser is a party;

(iii)

give to any party the right of termination, cancellation or acceleration in or with respect to any agreement, contract or commitment to which the Purchaser is a party;

(iv)

give to any go