exh4-6_loi.htm


     

    
      

      

    

     

     

     

     

     

     

     

    EXHIBIT 4.6

     

    LETTER OF INTENT BETWEEN THE COMPANY AND 

    CHANCADORA CENTAURO S.A.C. DATED DECEMBER 7,
2006

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    COMMITMENT
TO CONTRACT

    


    This
COMMITMENT TO CONTRACT by and between:

    


    CHANCADORA
CENTAURO S.A.C., RUC (Fiscal No.) 20457362294, domiciled in Avenue Pedro Motta
No. 850, San Juan de Miraflores, duly represented by Mr. Juan Lei Sincho,
National Identity Card No. D9375259 (hereinafter “CENTAURO”)

    


    RECURSOS
DE LOS ANDES S.A.C., RUC (Fiscal No.) 20509678325, domiciled in Av. Camino Real
456, Office 1002 – Torre Real, San Isidro, duly represented by Mr. Enrique
Figueroa Romero, National Identity Card No. D8733238 (hereinafter
“RECURSOS”)

    


    This
document is signed under the following terms and conditions:

    


    First:  WHEREAS

    


    CENTAURO
is the title holder of 100% of the rights related to the mining concessions
listed in Attachment 1 (hereinafter the “CONCESSIONS”).

    


    RECURSOS
is a company dedicated to mining activities, and is interested in performing
exploration works on the CONCESSIONS and, eventually, acquire a majority
percentage of ownership through the purchase of the shares of the title holder
of the CONCESSIONS.

    


    Second: Commitment to
contract

    


    The
parties hereby expressly declare and recognize their intention to formalize a
definitive agreement for the exploration and eventual development and
exploitation of the CONCESSIONS (the “FINAL AGREEMENT”).

    


    It is
hereby agreed that at any time during the period of validity of this document,
RECURSOS can request CENTAURO to execute the FINAL AGREEMENT, RECURSOS will send
a notarized letter indicating its decision to enter into the FINAL AGREEMENT.
Once the letter is received, CENTAURO will be irrevocably obliged to sign the
FINAL AGREEMENT within the next ten (10) calendar days following the reception
of such letter.

    


    Third: CENTAURO’s
representations.

    


    CENTAURO
hereby represents and warrants that:

    


    3.1. The
CONCESSIONS are not subject to liens or encumbrances, or any other action that
restricts or limits its right of free disposition. The CONCESSIONS are not
submitted to embargos, judicial or arbitral decisions of any kind. Similarly,
CENTAURO declares that has complied with all its obligations (including
environmental obligations) in accordance with the applicable laws as title
holder of mining concessions.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.2. That
the CONCESSIONS are not and will not be affected in the future for any
contingencies that could damage its good standing condition or that could expose
its title holder to the imposition of sanctions by the mining authority or third
party claims, as consequence of the activities developed in the CONCESSIONS
before the signature of this document or the fulfillment of obligations by old
title holders, including CENTAURO.

    


    That it
is up to date in the payment of all validity fees and penalties for non
fulfillment of the minimum production established by the law with respect to the
CONCESSIONS.

    


    Fourth. The Final
Agreement

    


    In
accordance with Section 2.1 of this document and with article 1415 of the Civil
Code, the parties hereby agree that the FINAL CONTRACT will contain, at least,
the following clauses:

    


    4.1.
CENTAURO will incorporate a new company (a sociedad anonima cerrada,
hereinafter the “NEWCO”). CENTAURO will transfer to NEWCO 100% of its rights
related to the CONCESSIONS, therefore NEWCO will have as its sole purpose to be
the title holder of the CONCESSIONS and to develop mining activities in the
CONCESSIONS.

    


    4.2.
Within ten (10) days following the registration of the CONCESSIONS under the
name of NEWCO, the latter will enter into an agreement with RECURSOS, more
specifically, into a “contract of mining cession” in accordance with article 166
of the Texto Unico
Ordenado of the General Mining Law. Under such contract, RECURSOS will
assume all the rights and obligations of NEWCO as title holder of the
CONCESSIONS and will be authorized to perform activities of mining exploration
in the CONCESSIONS during the period of the First and Second Option, as defined
below. RECURSOS will pay USD$10,000 (including the correspondent tax) to NEWCO
as complete payment for the “contract of mining cession”.

    


    4.3.
CENTAURO will grant RECURSOS two options to acquire up to 90% of the NEWCO
social capital.

    


    4.4. The
first option (the “First Option”) will grant RECURSOS the right to acquire up to
51% of the NEWCO social capital. To exercise the First Option RECURSOS
must:

    


    Pay
CENTAURO USD$890,000 for the purchase of shares representing 51% of the capital
of NEEWCO. Such price, which includes any applicable taxes, will be paid as
follows:

    


    
      	
              (i)  

            	
              USD$110,000
      at the signature of the public deed containing the cession of mining
      rights as per Section 4.2. above (the “Start
  Date”);

            


    

    
      	
              (ii)  

            	
              USD$280,000
      the first anniversary of the Start
Date.

            


    

    
      	
              (iii)  

            	
              USD$500,000
      the second anniversary of the Start
Date.

            


    

    


    4.4.2. To
incur in work expenditures in the CONCESSIONS for at least USD$650,000 within 2
years after the Start Date, as follows:

    


    USD$250,000
the first calendar year after the Start Date

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    USD$400,000
the second calendar year after the Start Date

    


    Any
excess in the work expenditures during the aforementioned annual periods will be
credited to the next annual period. RECURSOS can choose to complete the work
expenditures in a shorter period, at its sole discretion.

    


    4.5. Only
after RECURSOS is in compliance with all its obligations under the FINAL
CONTRACT and under the respective contract of cession of mining rights referred
in Section 4.2. above, and if RECURSOS has exercised the First Option, RECURSOS
will have the right to exercise a second option (the “Second Option”), that will
allow RECURSOS to acquire an additional participation of 39% in the capital of
NEWCO (to obtain up to 90%). To exercise the Second Option RECURSOS is obliged
to:

    


    4.5.1.
Prepare at its own expenses a feasibility study with respect to the construction
of a mine in the CONCESSIONS. Such study (the “Feasibility Study”) must be
completed and delivered to CENTAURO and NEWCO within five (5) years following
the date in which RECURSOS communicates in writing to CENTAURO its decision to
activate the Second Option.

    


    4.5.2.
Pay CENTAURO USD$4,000,000 for the purchase of additional shares issued by NEWCO
equivalent to 39% of its social capital, according to the following
schedule:

    


    
      	
              (i)  

            	
              USD$500,000
      the third anniversary of the Start
Date;

            


    

    
      	
              (ii)  

            	
              USD$500,000
      the fourth anniversary of the Start
Date;

            


    

    
      	
              (iii)  

            	
              USD$3,000,000
      fifteen (15) working days after the date in which RECURSOS delivers to
      CENTAURO and NEWCO the Feasibility
Study.

            


    

    


    4.5.3. To
incur in work expenditures (exploration) in the CONCESSIONS to complete,
including the expenditures referred to in Section 4.4.2. above, a total of
USD$1,350,000. Such investments must be completed, at the latest, on the third
anniversary of the Start Date.

    


    Therefore,
it is hereby understood that any excess in the expenditures referred to in
Section 4.4.2. above, will be part of the total amount of USD$1,350,000 (total
and cumulative work expenditures). RECURSOS can choose to invest this amount in
a shorter period of time.

    


    4.6. At
any time after the delivery of the Feasibility Study to NEWCO and CENTAURO as
established in Section 4.5.1. RECURSOS can cause NEWCO to initiate the
construction of the mine in the CONCESSIONS. Once the decision is taken and
formalized, CENTAURO will have a period of 120 calendar days to choose among the
following options, if during such period CENTAURO does not notify RECURSOS its
decision, it will be understood that it has chosen the option established in
Section 4.6.1. below, as follows:

    


    4.6.1.
Contribute for all necessary expenses for the construction of the mine, pro rate
of its participation in the capital of NEWCO.

    


    4.6.2.
Transfer its NEWCO shares in favour of third parties, in which case RECURSOS
will have the first right of refusal to acquire such shares.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4.6.3.
Exchange its participation in NEWCO for a two per cent (2%) NSR Royalty to be
paid by NEWCO once it initiates the commercial production of the
CONCESSIONS.

    


    4.7. At
any time during the FINAL AGREEMENT, RECURSOS may, unilaterally and without
cause, terminate such contract and any other complementary contracts signed.
Such termination does not imply, for RECURSOS, any responsibility or obligation
to CENTAURO or NEWCO, and terminates all obligations of payments and investments
and any other RECURSOS’ obligations, with the exception of the
following:

    


    4.7.1.
Complete the minimum investment required according to Section 4.4.2. above. If
such expenditures are not completed on the date in which RECURSOS decides to
terminate the FINAL AGREEMENT, RECURSOS will have to pay the non invested
difference to CENTAURO during the 10 working days following the effective date
of termination of the FINAL AGREEMENT.

    


    4.7.2. To
leave the CONCESSIONS in good standing condition, with validity payments and
penalties for lack of minimum production up to date with respect to all periods
in which RECURSOS had the obligation to comply with such
obligations.

    


    4.8. The
FINAL AGREEMENT is submitted to Peruvian law and any controversies will be
submitted to arbitration in accordance with Section 6.8 of this
document.

    


    Fifth. Due
Diligence

    


    The
signing of the FINAL AGREEMENT will be dependant upon the results obtained by
RECURSOS in the due diligence to be performed in relation to the CONCESSIONS
after the signing of this commitment to contract. In case such results are not
satisfactory to RECURSOS, RECURSOS will be authorized to terminate unilaterally
and without cause this document, without any responsibility or obligation
towards CENTAURO.

    


    CENTAURO
is hereby obliged to give to RECURSOS, among the shortest period of time all the
information requested to perform the above mentioned legal Due
Diligence.

    


    Sixth. Complementary
Clauses

    


    6.1. The
parties hereby declare that, without prejudice of the stipulations of the
present document, the FINAL AGREEMENT will be prepared considering the most
convenient clauses for the interests of both parties from fiscal, commercial,
mining and contractual perspectives, among others. Therefore, the parties hereby
recognize that in the FINAL AGREEMENT some clauses will be included to
complement and develop the above mentioned stipulations (Section 4), as well as
others usually included in such type of mining contracts.

    


    6.2.
During the period of validity of the commitment to contract, CENTAURO will not
be allowed to enter into agreements of any kind with third parties with respect
to the CONCESSIONS to transfer, encumber or in any manner affect the
CONCESSIONS. This 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    limitation
will be applied to any type of negotiations that could initiate CENTAURO with
respect to the CONCESSIONS.

    


    6.3. From
the date of the signature of this document, this will be the only contract among
the parties with respect to the CONCESSIONS. Any other agreements,
understandings, contracts or documents of any kind that the parties may have
agreed upon in the past with respect to the CONCESSIONS, are, in all cases,
terminated by mutual agreement of both parties.

    


    6.4.
CENTAURO is hereby obliged to allow at any time the inspection of the
CONCESSIONS by RECURSOS or its assignees, without previous notice. It is
expressly agreed that CENTAURO will help RECURSOS to exercise the right to
inspect the CONCESSIONS.

    


    6.5.
CENTAURO is expressly and irrevocably obliged to protect the
CONCESSIONS.  If any incidents happen that could affect the security
of the CONCESSIONS CENTAURO must immediately inform RECURSOS of such
circumstances, and it is hereby obliged to take all necessary measures to
secures the CONCESSIONS.  Similarly, CENTAURO is obliged to avoid the
possibility of third parties obtaining illegal rights over the
CONCESSIONS.

    


    6.6. The
above written addresses (introduction of this document) are the domiciles of the
parties for the purposes of this contract. Any change to be valid must be
notified by notarized letter to the other party. If not notified as established
before, any notification to the domiciles hereby established is
valid.

    


    6.7. If
any of the sections of this contract becomes illegal, invalid or non executable
by application of the law, the other sections will remain valid and
outstanding.

    


    6.8. Any
controversies that cannot be resolved by direct negotiation among the parties
within 30 calendar days will be submitted to arbitration with three (3)
arbiters.

    


    If one of
the parties requests to the other party the initiation of an arbitration, after
the failure of the direct negotiation mentioned in the paragraph above, each
party will have an other 10 calendar days to appoint an arbiter, and both
arbiters already appointed will have an additional 10 calendar days to appoint
the third arbiter, who will be the President of the arbitration court. If any of
the parties or both arbiters do not comply with its obligations of appointment,
the interested party may request the Chamber of Commerce of Lima to designate
the arbiter or arbiters.

    


    The
arbitration court will establish the procedure for the arbitration, if not, the
rules applicable will be the issued by the Chamber of Commerce of
Lima.

    


    The
parties hereby waive expressly the conciliatory procedure established in the Lay
No. 26872.

    


    Signed by
both parties in Lima, on December 7th,
2006.

    


    


    
      
        	 	 	 	 	 
	
                /s/ 
      Juan Lei Sincho

              	 	 	
                /s/
      Enrique Flgunroa Romeno

              	 
	
                CHANCADORA
      CENTAURO S.A.C.

              	 	 	
                RECURSOS
      DELOS ANDES S.A.C.

              	 
	
                Juan
      Lei Sincho  [nombre]

              	 	 	
                Enrique
      Flgunroa Romeno

              	 
	0875252 
      [DNI]	 	 	08733238  
      [DNI]