ex101.htm


    AMENDMENT
NO. 1

    TO
MINERAL RIGHT OPTION AGREEMENT

    


    This Amendment to the Mineral Right
Option Agreement dated April __, 2009 (the “Amendment”), is made and entered
into by and among 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 Nevada, 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 (the “Agreement”);

    


    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. 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, within 6 months from the Effective
Date or as soon as practicable thereafter, shall:

     

    (i) have
exercised and completed the 25% Option;

     

    (ii)
issue 2,000,000 Optionee Shares to the order and the direction of the Optionor,
or whoever persons the Optionor indicates; and

    


    within 12
months from the Effective Date, shall:

    


    (iii) pay
to the order and the direction of the Optionor $ 1,250,000 (United States
Dollars One Million Two Hundred and Fifty Thousand) plus interest at a rate of
5% per annum accruing from the date of this Amendment to the date that payment
is made, if at all.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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)
and (iii) 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.

    


    3.           Notices.  The
contact information of the Optionor set forth in Section 9.1 of the Agreement is
deleted in its entirety, and the following is substituted in
replacement:

    


    Temasek Investments Inc.

    16th Floor, MMG Tower

    Ubanzacion Marbella

    53rd E Street

    Panama, Republic of Panama

    


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

    


    5.             Incorporation of
Amendment.  The parties hereby agree that: (a) this Amendment
is incorporated into and made a part of the Agreement; (b) any and all
references to the Agreement shall include this 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.

    


    6.             Counterparts.  This
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 Amendment.

    


    7.             Governing
Law.  This 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 Amendment to be effective as of
the date first set forth above.

     

    Temasek Investments,
Inc.

     

     

    /s/  Jose
Silva                                                           


    By:         
Jose Silva

    Its:          Director

     

     

    Constitution
Mining Corp.

     

     

    /s/ Willem
Fuchter                                                     

    By:          Willem
Fuchter

    Its:           Chief
Executive Officer

     

     


    
      
         


      

      
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