ex_10-4.htm


    
      


      

    

    EXHIBIT
10.4


    
      
        INDEX No.
414.-

        ACV


         

        Contract
of Sale of Mine Holdings

         

        From

         

        Compañía
Minera Romelio Alday Limitada

         

        To

         

        Minera
Polymet Limitada

        


        


        In
Vallenar, República de Chile, on May 9, 2008, appearing before me, Ricardo
Olivares Pizarro, Lawyer, Notary Public and Official Registrar of Commerce and
Mines, with an office at 960 calle Prat, local 14 in the city of Vallenar,
is:  Ms. Ines
Cecilia Alday Araya, Chilean, single, businesswoman, national identity
card no. 6 071 556 – K, representing, as authorized, Compañía
Minera Romelio Alday Limitada, a mining company constituted by public
document dated June 21, 1996, granted before the Notary of Quilpue, Mr. Carlos
Montenegro Torres, whose constitution was published in the Official Gazette
dated July 23, 1996 and written on the back of page 51, number 29 of the 1996
Register of Commerce of Vallenar and both have the address 159 calle Prat,
Comuna de Vallenar, hereinafter the “Vendor”.  Also appearing is Mr.
Kevin
Robert Mitchell, Canadian, married, miner, identity card for foreigners
no. 14 498 917 – 1, representing Minera
Polymet Limitada, a Chilean limited liability company in the business of
mining, Rol Único Tributario number 76 975 260 – 9, both have the address 1051
calle Prat, office 4, Comuna de Vallenar, also known hereinafter as “Minera
Polymet”.  The appearing parties are of legal age and have verified
their identities with the mentioned identity cards and declare:  That
by virtue of the present document they have come to enter into the contract of
sale of mine holdings that is contained in the following clauses:

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

        


        I:
Individualization of the holdings:  Compañía Minera
Romelio Alday Limitada is the owner of the mine holdings denominated “Farellón
Alto Uno al Ocho” or “Farellón I/VIII”, Rol Nacional 03303-0156-2, hereinafter
and indistinctly the “holdings”, located in Sierra Pan de Azucar, Provincia de
Huasco, Comuna de Huasco, Tercera Región de Atacama.  Its constitution
is entered on page 11 number 10 of the 1997 Register of Mining Property of the
Registrar of Mines of Freirina.  Its act of measure is registered on
page 1 number 1 of the 1943 Register of Mining Properties of the Registrar of
Mines of Freirina.

        


        II: The
Option Contract and its Transfer:  By public
document granted before this same Notary and dated May 4, 2007, the vendor gave
to Minera Farellón Limitada the option to the mine holdings individualized in
the previous clause.  Said contract was duly entered on page 19 number
6 of the Register of Mortgages and Liens and on page 4 number 3 of the 2007
Register of Prohibitions and Bans of the Registrar of Mines of
Freirina.  Subsequently, by means of public document dated November 6,
2007, Minera Farellón Limitada assigned its rights and contractual position in
the mentioned option contract to the company “Minera Polymet Limitada” which
assumed all of the rights and obligations, making note of said assignment of
rights and contractual position in the margin of the entries of the option
contract previously mentioned.  Said assignment was accepted by the
vendor, who released Minera Farellón from the obligations that arose from the
option contract previously cited.

         

        III:
By the present act, Compañía Minera Romelio Alday Limitada, duly represented by
Ms. Inés Cecilia Alday Araya, sells, assigns and transfers to Minera Polymet
Limitada, for which its representative Kevin Robert Mitchell purchases, accepts
and acquires the mine holdings individualized in the first clause.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        


        IV:  The
price of the contract of sale is the quantity of $900,000 US and will be paid in
one part that is designated the “fixed part” and another part designated the
“variable part”.  /a/ Fixed Part: The Fixed Part of the price of the
contract of sale is the sum, in pesos, equivalent to $300,000 US that Minera
Polymet will pay to Compañía Minera Romelio Alday Limitada on April 25, 2008 at
its equivalent, on that date, of 134,547,000 pesos which was received with full
approval by Ms. Inés Cecilia Alday, according to that appearing in the
respective receipt, whose copy is duly signed by both parties and is formally
notarized at the end of the Register of Public Documents, for all legal purposes
forming part of the present document.  /b/ Variable
Part:  The Variable Part of the price of the contract of sale is the
equivalent, in national currency pesos, to the sum of $600,000 US that will be
paid, once Minera Polymet initiates the exploitation of the holding, by means of
a monthly payment and, until the previously indicated amount of $600,000 is
fulfilled, an exploration tax or royalty – hereinafter the “Royalty”- of 1.5% of
the value corresponding to the liquid or net sale of minerals that are extracted
from the holdings and that are paid for by the Empresa Nacional de Minería,
hereinafter and indistinctly “Enami”, or by any other buyer.  The
payment and settlement of the Royalty will be carried out monthly and within 10
days following the respective payment carried out by Enami or another
buyer.  By the present act the parties agree to a guaranteed minimum
monthly payment equivalent to $1,000 US from the date on which Minera Polymet
initiates the exploitation of the holdings.  For such purposes, Minera
Polymet will prepare a settlement of the monthly Royalty, to be submitted to the
representative of Compañía Minera Romelio Alday Limitada, with sufficient
information to determine the amount together with the value corresponding to the
Royalty.  If Compañía Minera Romelio Alday Limitada does not carry out
observances to the settlement within 10 days following the submission on the
part of Minera Polymet, it shall be understood that said settlement and its
corresponding payment has been definitively and totally approved.  In
with the sufficient information that Minera Polymet will have to provide should
be the bill or bills of sale to Enami, or another buyer, together with the
respective bill or bills of settlement.  In the event that Compañía
Minera Romelio Alday Limitada has observances, with respect to said document, it
may request authorization from Minera Polymet to access the records relating to
the documents, having given the company proper advance
notification.  At any time, while the amount indicated above in letter
/b/ has not been fully paid, Minera Polymet will be able to terminate payment of
the Royalty previously indicated, for which the existing difference between the
actual amount paid up to the date of the Royalty statement and the amount
outstanding of the $600,000 indicated above in letter /b/ must be paid to
Compañía Minera Romelio Alday Limitada.

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        


        V: The mine holdings and the
minerals contained within them will be sold and transferred with all of their
uses, rights, customs and obligations, free of all encumbrance, prohibition,
resolved condition, distraint or pending litigation, as well as any hindrance
that may affect its free use, possession and disposal; free of all overlaps of
use and with its mining licenses fully paid.  The vendor or Offering
Party is responsible for the disencumbrance, in conformity with the
law.

        


        VI:  The conditional
delivery of the concessions is effective as of this date.

        


        VII:  Exchange
Rate:  The amounts of
money that this document expresses in US dollars will be paid in national
currency pesos at the exchange rate denominated “dólar observado” published by
the Banco Central de Chile in the Diario Oficial (Official Gazette), in
agreement with number 6 of chapter 1 of the Compendium of Foreign Exchange
Regulations.

        


        VIII:
Residence: For
all legal purposes the parties establish their residence in the city and
community of Santiago.

        


        IX:
Expenses:  The notary
expenses, of the Registrar and others, as well as the taxes that originate
because of the granting of this contract will be the charge of Minera
Polymet.

        


        X:
Lifting of Prohibitions and Settlement of the Option Contract:  With the sole
purpose of proceeding to the signing of the present contract of sale, Mr. Kevin
Robert Mitchell, representing Minera Polymet Limitada, is lifting the
prohibition entered in favour of Minera Farellón Limitada on page 4 number 3 of
the 2007 Register of Prohibitions and Bans of the Registrar of Mines of
Freirina, and reentering in favour of Minera Polymet
Limitada.  Likewise, and also with the purpose of enabling the signing
of the present contract of sale, Ms. Inés Cecilia Alday Araya, representing
Compañía Minera Romelio Alday Limitada, and Mr. Kevin
Robert  Mitchell, representing Minera Polymet Limitada, agree upon and
declare completed a wide and sufficient settlement regarding the obligations and
rights that, for each one of the companies that they represent, were contained
in the option contract individualized in the second clause of this document,
instructing the Registrar of Mines of Freirina that once the present contract of
sale is entered in favour of Minera Polymet, it proceeds to cancel the entry on
page 6 of the 2007 Register of Mortgages and Liens of the Registrar of Mines of
Freirina.

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

        


        XII:
Power of Attorney:  The holder of an
authorized copy of the present document is empowered to request the
entries, subentries and annotations that may be relevant at the respective
Registrar of Mines.

        


        XIII:
Special Power of Attorney:  The selling and purchasing parties grant a
special empowerment to the lawyers Mr. Enrique Benitez Urrutia and Mr. Gonzalo
Nieto Valdés, both located at 3250 Avenida Isadora Goyenechea, noveno piso, Las
Condes, Santiago, so that either one of them may grant all of the complementary
documents that may be necessary to rectify any error or omission existing in the
clauses related to the correct individualization of the mine holdings that are
the object of the present option contract, of the registration of ownership, of
the registrations that stem from the option contract indicated in the second
clause or any other that appears in the present contract, with the sole purpose
that the respective Registrar of Mines may duly perform the registrations and
annotations that may originate from this contract.  The Attorneys in
Fact are especially authorized to sign all manners of applications,
declarations, lawyer’s drafts, as well as public and private documents necessary
for the fulfillment of the assignment.  The legal capacity of Ms. Inés
Cecilia Alday Araya to represent Compañía Minera Romelio Alday Limitada consists
of a social agreement agreed on in a public document dated June 21, 1996,
granted before the Notary Public of Quilpue Mr. Carlos Montenegro Torres and
entered on the back of page 51, number 29 of the 1996 Register of Commerce of
the Registrar of Industry of Vallenar, modified by a document dated January 13,
1996, granted before the same Notary cited and by public order document dated
July 5, 2006 granted before Mr. Francisco Javier Leiva Carvajal, the Notary
Public of San Miguel with a seat in the Comuna de San Joaquín.  The
legal capacity of Mr. Kevin Robert Mitchell to represent Minera Polymet Limitada
consists of a public document of constitution of said society dated July 17,
2007 and granted before this Notary of Vallenar.  The documents of
legal capacity cited above are not inserted because they are known by the
parties and the authorizing Notary.  This is in accordance with the
draft drawn up by the lawyer Mr. Nicolás Atkinson.  Sign after having
read and understood. – Copies are given. – Annotated in the Index under the
number 414.  –I hereby certify –

        Signature

        Inés
Cecilia Alday Araya

        C.I.No. 6
061 556 – k

        Representing
Compañía Minera Romelio Alday Limitada

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

        


        Kevin
Robert Mitchell

        C.I.No.  Signature

        Representing
Minera Polymet Limitada

        14 498
917-1

        


        Signature

        Stamp:
Ricardo Olivares Pizarro

        Notary
Public

        Vallenar

        I sign
and stamp the present copy

        which is
a true copy of the original.

         

        This page
corresponds to the certification of the public document of contract of sale of
Mine holdings, between Compañía Minera Romelio Alday Limitada and Compañía
Polymet Limitada, entered before the Notary of Vallenar, Mr. Ricardo Olivares
Pizarro, dated May 9, 2008.  Freirina, May 22, 2008.

         

        Signature

        Stamp:
Delicia Zamora Geraldo

        Substitute
Notary

        Freirina

        


        Stamp:Juan
Jorge Soets Soto

        Official
Notary and Registrar

        Of Real
Estate and

        Mines

        Freirina

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        Contract of
Sale

        


        Annotated
in the Index with the number 344 and entered with the date May 20, 2008 on page
132 no. 26 of the Register of Property of this Registrar.  Freirina,
May 22, 2008.

         

        Signature

        Stamp:Delicia
Zamora Geraldo

        Substitute
Notary

        Freirina

        


        Stamp:Juan
Jorge Soets Soto

        Official
Notary and Registrar

        Of Real
Estate and

        Mines

        Freirina

         

         

        7