NOTARY
Ricardo
Olivares Pizarro
A.
Prat No. 960 – Locale 14 – Fax Phone (51)
610121
E-mail:
notariaolivares@terra.cl
Vallenar
– III Region
Digest
No. 943
Yor//
Seal:
Notary Public, Ricardo Olivares Pizarro, Vallenar -
Signature
CONTRACT
FOR THE OPTION TO PURCHASE MINING HOLDINGS
ANTOLIN
AMADEO CRESPO GARCIA
TO
MINERA
FARELLON LIMITADA
-
- - - - - - - - - - - - - - - - - - - - -
In
Vallenar, Republic of Chile, on the tenth of September of two
thousand and seven, before me, RICARDO OLIVARES PIZARRO,
Attorney, Notary Public and Conservator of Commerce and Mines,
Titleholder, with an office at Prat Street No. nine hundred
and sixty, locale fourteen, Vallenar, appeared: Mr. ANTOLIN
AMADEO CRESPO GARCIA, Chilean, married, separation of goods,
industrial miner, National I.D. No. four million eight hundred
and seventy-eight thousand five hundred and seventy-four dash
three, residing at Carlos Dittborn No. four hundred and
twenty-one, Town of Los Alemanes, Vallenar, hereafter the
“Offering Party”; and Mr. KEVIN ROBERT MITCHELL,
Canadian, married, separation of goods, miner, I.D. Document
for Foreigners No. fourteen million four hundred and
ninety-
eight
thousand nine hundred and seventeen dash one. He is
representing the company, MINERA FARELLON LIMITADA, a Chilean
company engaged in what is indicated in the company name, Sole
Taxation List No. seventy-six million eight hundred and
fourteen thousand one hundred and seventy dash three, both
with the address Prat one thousand and fifty-one, Office No.
four, hereafter known as “Minera
Farellon”. The persons appearing are of legal age and
verified their identity with the above-mentioned I.D.
Documents and stated: That in virtue of this document, they
have come to execute the following contract for the option to
purchase Mining Holdings, in agreement with what is stipulated
in Articles one hundred and sixty-nine and the others that are
applicable of the Mining Code. FIRST ARTICLE:
Individualization of the Holdings : Mr. Antolin Amadeo
Crespo Garcia declares that he is the sole and exclusive owner
of the following Mining Holdings: One) SANTA ROSA UNO AL SEIS,
located in Sierra Cordon El Tomate, Quebrada de Agua Grande,
Commune of Freirina, Province of Huasco, Third Region of
Atacama. The measurement document is registered on Page No.
fifty-eight No. fifteen, of the Property Registry of the
Conservator of Mines of Freirina for the year nineteen
eighty-nine. The control in the name of the Owner is
registered on Page No. fifty-eight, No. thirty-five of the
Registry of Mining Property of the Conservator of Mines of
Freirina for the years two thousand and one; and Two) PORFIADA
UNO AL DIEZ, located to the North of Sierra Cordon, El Tomate,
Commune of Freirina, Province of Huasco, Third Region of
Atacama, registered on Page No. fifteen, No. seven, of the
Property Registry of the Conservator of Mines of Freirina for
the year two thousand and four. The mining concessions for
exploitation or holdings detailed above shall hereafter
jointly be called “Mining Holdings” and/or
“Properties”. SECOND ARTICLE:
One. Option Offer : In virtue of this document, the
Offering Party grants to Minera Farellon the option to
purchase and irrevocably offers to sell, cede and transfer to
Minera Farellon the Mining Holdings detailed in the First
Article of this document. Two. Price of
the Purchase/Sale Offered : The price of the
purchase/sale offered is the amount in pesos, national
currency, equivalent to six hundred thousand dollars of the
United States of America. Notwithstanding the above, in the
case where the purchase option is exercised before the term
for the expiration of the purchase option indicated in the
following number, the price for the purchase/sale offered
shall increase in the amount of the price for the option that
has not accrued inters and been paid, in agreement with the
Fifteenth Article below.
The
Mining Holdings and the minerals that they contain shall be
sold and transferred with all of their uses, rights, customs
and easements, free from all encumbrances, prohibitions,
resolutory conditions, embargos or pending litigation, as well
as any other impediment whatsoever that could affect their
free use, enjoyment and disposition: free from all
superposition, and with their mining patents totally paid. The
vendor or Offering Party is responsible for the Warranty of
Title and Right of Possession according to the Law.
Three. Option
Term : The term of the option, within which Minera
Farellon shall be able to freely accept or refuse the
purchase/sale offer of the holdings, shall expire the
twentieth of July of two thousand and eleven. Four: Option
Price : The price of the option indicated in this
document is the sum
in pesos, national currency, equivalent to four hundred
thousand dollars of the United States of America, which shall
be paid under the terms that are indicated in the Fourth
Article of this document. THIRD
ARTICLE : Mr. Kevin Robert Mitchell, as the
representative of Minera Farellon Limitada, accepts the
stipulations of this contract for the company that he is
representing under the terms of Article one hundred and
sixty-nine and the others that are applicable of the Mining
Code, in virtue of the fact that the Third Clause grants
Minera Farellon the power to accept or reject the offer made
by the Offering Party. Therefore, Minera Farellon shall be
able, at any time whatsoever counted from the date of this
document and up to the expiration of the term indicated in No.
Three of the Second Article of this document, to decide to
accept the purchase/sale of the Mining Holdings under the
terms indicated in this contract. FOURTH ARTICLE.
Option Payment : The price of the option contract that
is indicated in this document is the amount of four hundred
thousand dollars of the United States of America, payable in
pesos, national currency, in the following amounts and times:
/a/ the sum of seven thousand and five hundred dollars of the
United States of America, equivalent on this date to the sum
of three million nine hundred and nine thousand one hundred
and fifty pesos national currency that Minera Farellon paid
prior to this legal action in cash, with the Offering Party
declaring that it was received to his complete satisfaction;
/b/ the sum in pesos on the day of payment equivalent to seven
thousand and five hundred dollars of the United States of
America to be paid on the twentieth of October of the year two
thousand and seven; /c/ the sum in pesos on the day of payment
equivalent to seven
thousand
and five hundred dollars of the United States of America to be
paid on the twentieth of November of the year two thousand and
seven, or the following working day if that day falls on a
statutory holiday or non-working day; /d/ the sum in pesos on
the day of payment equivalent to seven thousand and five
hundred dollars of the United States of America to be paid on
the twentieth of December of the year two thousand and seven,
or the following working day if that day falls on a statutory
holiday or non-working day; /e/ the sum in pesos on the day of
payment equivalent to seven thousand and five hundred dollars
of the United States of America to be paid on the twentieth of
January of the year two thousand and eight, or the following
working day if that day falls on a statutory holiday or
non-working day; /f/ the sum in pesos on the day of payment
equivalent to seven thousand and five hundred dollars of the
United States of America to be paid on the twentieth of
February of the year two thousand and eight, or the following
working day if that day falls on a statutory holiday or
non-working day; /g/ the sum in pesos on the day of payment
equivalent to seven thousand and five hundred dollars of the
United States of America to be paid on the twentieth of March
of the year two thousand and eight, or the following working
day if that day falls on a statutory holiday or non-working
day; /h/ the
sum in pesos on the day of payment equivalent to seven
thousand and five hundred dollars of the United States of
America to be paid on the twentieth of April of the year two
thousand and eight, or the following working day if that day
falls on a statutory holiday or non-working day; /i/ the sum
in pesos on the day of payment equivalent to seven thousand
and five hundred dollars of the United States of America to be
paid on the twentieth of May of the year two thousand and
eight, or the following working day if that day falls on a
statutory holiday or non-working day; /j/ the sum in pesos on
the day of payment equivalent to seven thousand and five
hundred dollars of the United States of America to be paid on
the twentieth of June of the year two thousand and eight, or
the following working day if that day falls on a statutory
holiday or non-working day; /k/ the sum in pesos on the day of
payment equivalent to seven thousand and five hundred dollars
of the United States of America to be paid on the twentieth of
July of the year two thousand and eight, or the following
working day if that day falls on a statutory holiday or
non-working day; /l/ the sum in pesos on the day of payment
equivalent to seven thousand and five hundred dollars of the
United States of America to be paid on the twentieth of August
of the year two thousand and eight, or the following
working
day
if that day falls on a statutory holiday or non-working day;
/m/ the sum in pesos on the day of payment equivalent to seven
thousand and five hundred dollars of the United States of
America to be paid on the twentieth of September of the year
two thousand and eight, or the following working day if that
day falls on a statutory holiday or non-working day; /n/ the
sum in pesos on the day of payment equivalent to seven
thousand and five hundred dollars of the United States of
America to be paid on the twentieth of October of the year two
thousand and eight, or the following working day if that day
falls on a statutory holiday or non-working day; /ñ/
the sum in pesos on the day of payment equivalent to seven
thousand and five hundred dollars of the United States of
America to be paid on the twentieth of November of the year
two thousand and eight, or the following working day if that
day falls on a statutory holiday or non-working day; /o/ the
sum in pesos on the day of payment equivalent to seven
thousand and five hundred dollars of the United States of
America to be paid on the twentieth of December of the year
two thousand and eight, or the following working day if that
day falls on a statutory holiday or non-working day; /p/ the
sum in pesos on the day of payment equivalent to seven
thousand and five hundred dollars of the United States of
America to be paid on the twentieth of January of the year two
thousand and nine, or the following working day if that day
falls on a statutory holiday or non-working day; /q/ the sum
in pesos on the day of payment equivalent to seven thousand
and five hundred dollars of the United States of America to be
paid on the twentieth of February of the year two thousand and
nine, or the following working day if that day falls on a
statutory holiday or non-working day; /r/ the sum in pesos on
the day of payment
equivalent to seven thousand and five hundred dollars of the
United States of America to be paid on the twentieth of March
of the year two thousand and nine, or the following working
day if that day falls on a statutory holiday or non-working
day; /s/ the sum in pesos on the day of payment equivalent to
seven thousand and five hundred dollars of the United States
of America to be paid on the twentieth of April of the year
two thousand and nine, or the following working day if that
day falls on a statutory holiday or non-working day; /t/ the
sum in pesos on the day of payment equivalent to seven
thousand and five hundred dollars of the United States of
America to be paid on the twentieth of May of the year two
thousand and nine, or the following working day if that
day
falls
on a statutory holiday or non-working day; /u/ the sum in
pesos on the day of payment equivalent to seven thousand and
five hundred dollars of the United States of America to be
paid on the twentieth of June of the year two thousand and
nine, or the following working day if that day falls on a
statutory holiday or non-working day; /v/ the sum in pesos on
the day of payment equivalent to seven thousand and five
hundred dollars of the United States of America to be paid on
the twentieth of July of the year two thousand and nine, or
the following working day if that day falls on a statutory
holiday or non-working day; /w/ the sum in pesos on the day of
payment equivalent to seven thousand and five hundred dollars
of the United States of America to be paid on the twentieth of
August of the year two thousand and nine, or the following
working day if that day falls on a statutory holiday or
non-working day; /x/ the sum in pesos on the day of payment
equivalent to ten thousand dollars of the United States of
America to be paid on the twentieth of September of the year
two thousand and nine, or the following working day if that
day falls on a statutory holiday or non-working day; /y/ the
sum in pesos on the day of payment equivalent to ten thousand
dollars of the United States of America to be paid on the
twentieth of October of the year two thousand and nine, or the
following working day if that day falls on a statutory holiday
or non-working day; /z/ the sum in pesos on the day of payment
equivalent to ten thousand dollars of the United States of
America to be paid on the twentieth of November of the year
two thousand and nine, or the following working day if that
day falls on a statutory holiday or non-working day; /aa/ the
sum in pesos on the day of payment equivalent to ten thousand
dollars of the United States of America to be paid on the
twentieth of December of the year two thousand and nine, or
the following working day if that day falls on a statutory
holiday or non-working day; /bb/ the sum in pesos on the day
of payment equivalent to ten thousand dollars of the United
States of America to be paid on the twentieth of January of
the year two thousand and ten, or the
