ex103.htm


    
      Exhibit
10.3

       

      


    

    SECOND
AMENDMENT TO MINERAL RIGHT OPTION AGREEMENT

    


    This Second Amendment to the Mineral
Right Option Agreement (the “Second Amendment”) is made and entered into as of
the 29 day of October, 2009, by and between Temasek Investments Inc., a company
duly incorporated and organized under the laws of Panama (hereinafter referred
to as “Optionor”), and Constitution Mining Corp., a company duly incorporated
and organized under the laws of Delaware, United States of America (hereinafter
referred to as “Optionee”).

    


    R E C I T A L S:

    


    A.           Optionor
and Optionee have previously entered into the Mineral Right Option Agreement,
dated September 29, 2008, as amended May 12, 2009, under the terms of which
Optionor granted to Optionee four exclusive options to acquire the mineral
rights to certain properties located in Peru (the “Agreement”); and

    


    B.           The
parties desire to amend the Agreement as set forth herein with the same force
and effect as if such amendments were incorporated into the Agreement as
originally executed.

    


    NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

     

                   
1.           Capitalized
Terms.  Capitalized terms not otherwise defined herein have the
meanings set forth in the Agreement.

    


    
                     
2.           
Purchase and Sale of Shares;
Purchase Price.

    

    


    (a)   Section 2.2(b) of the
Agreement is deleted in its entirety, and the following is substituted in
replacement:

    


    Subject
to the prior and due and complete exercise by the Optionee of the 25% Option in
accordance with the paragraph before, the Optionee may exercise the second
twenty-five percent (25%) option to acquire an additional 25% interest in the
Mineral Rights, in accordance with the terms set out below (hereinafter, the
“50% Option”).

      

    In order
to exercise the 50% Option, the Optionee shall:

     

    (i) have
exercised and completed the 25% Option within 6 months from the Effective Date
or as soon as practicable thereafter;

     

    (ii) have
issued 2,000,000 Optionee Shares to the order and the direction of the Optionor,
or whoever persons the Optionor indicates, within 6 months from the Effective
Date or as soon as practicable thereafter; and

    


    (iii) pay
to the order and the direction of the Optionor $750,000 (United States Dollars
Seven Hundred and Fifty Thousand) within 13 months from the Effective Date or as
soon as practicable thereafter; and

    


    (iv)
issue 500,000 Optionee Shares to the order and the direction of the Optionor, or
whoever persons the Optionor indicates, within 13 months from the Effective Date
or as soon as practicable thereafter.

    


    For the
purposes of this Agreement the Optionee is deemed to have fully exercised the
50% Option only once all three obligations described above in points (i), (ii),
(iii) and (iv) have been completed.

     

    Upon
exercise of the 50% Option by the Optionee, the Optionor will immediately
proceed to transfer to Optionee, or to the person the Optionee indicates, an
additional 25% of all the outstanding shareholding in BACON HILL.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (b)   Section 2.2(c) of the
Agreement is deleted in its entirety, and the following is substituted in
replacement:


     

    Subject
to the prior and due and complete exercise by the Optionee of the 50% Option in
accordance with the paragraph before, the Optionee may exercise the third
twenty-five percent (25%) option to acquire an additional 25% interest in the
Mineral Rights, in accordance with the terms set out below (hereinafter, the
“75% Option”).

     

    In order
to exercise the 75% Option the Optionee shall:

     

    (i) have
exercised and completed the 50% Option within 13 months as from the Effective
Date or as soon as practicable thereafter;

     

    (ii)
issue 2,000,000 Optionee Shares to the order and the direction of the Optionor,
or whoever persons the Optionor indicates, within 13 months as from the
Effective Date or as soon as practicable thereafter; and

     

    (iii) pay
$ 3,000,000 (United States Dollars Three Million) to the order and the direction
of the Optionor on or before March 31, 2010.

     

    For the
purposes of this Agreement the Optionee is deemed to have fully exercised the
75% Option only once all three obligations described above in points (i), (ii)
and (iii) have been completed.

     

    Upon
exercise of the 75% Option by the Optionee, the Optionor will immediately
proceed to transfer to Optionee, or to the person the Optionee indicates, an
additional 25% of all the outstanding shareholding in BACON HILL.

    


    3.           No Other
Changes.  Except for the changes set forth in this Second
Amendment, there are no changes made by this Second Amendment to the
Agreement.  In the event that any terms, provisions or conditions of
this Second Amendment shall conflict with the terms, provisions and conditions
of the Agreement, the terms, provisions and conditions of this Second Amendment
shall govern and control.

    


    4.           Incorporation of
Amendment.  The parties hereby agree that: (a) this Second
Amendment is incorporated into and made a part of the Agreement; (b) any and all
references to the Agreement shall include this Second Amendment; and (c) the
Agreement and all terms, conditions and provisions of the Agreement are in full
force and effect as of the date hereof, except as expressly modified and amended
hereinabove.

    


    5.           Counterparts.  This
Second Amendment may be executed in any number of counterparts and by each of
the undersigned on separate counterparts, and each such counterpart shall be
deemed to be an original, but all such counterparts taken together shall
constitute but one and the same instrument.

    


    6.           Governing
Law.  This Second Amendment shall, in all respect, be governed,
construed, and enforced in accordance with the laws of the State of
Nevada.

     

    


     

     

    [signature
page follows]


    


    


    



    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties have caused this Second Amendment to be effective
as of the date first set forth above.

     

     Temasek Investments,
Inc.

    


    


    /s/ Jose
Silva                                                 


    By:      Jose
Silva

    Its:      President

    


    Constitution
Mining Corp.

    


    


    /s/ Gary
Armont                                              


    By:      Gary
Artmont

    Its:      CEO

    
      


       

    


    



    
      
         


      

      
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