---

|DATED: | February 14, 2011
|------ | -----------------

BETWEEN:

PAN AMERICAN LITHIUM CORP. and

SOCIEDAD SOUTH AMERICAN LITHIUM
COMPANY, S.A. CERRADA

PARTIES OF THE FIRST PART

SOCIEDAD GARESTE LIMITADA

PARTY OF THE SECOND PART



|                           
|---------------------------
|PROPERTY PURCHASE AGREEMENT
|                           

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PROPERTY PURCHASE AGREEMENT

TABLE OF CONTENTS

|SECTION | PAGE                                            
|------- | ------------------------------------------------
|1.      | INTERPRETATION                                  
|2.      | MUTUAL
      REPRESENTATIONS AND WARRANTIES     
|3.      | VENDOR
      REPRESENTATIONS AND WARRANTIES     
|4.      | PURCHASER
      REPRESENTATIONS AND WARRANTIES  
|5.      | PURCHASE
      AND SALE                         
|6.      | SECURITIES
      LAWS                           
|7.      | COLLECTION
      OF PERSONAL INFORMATION        
|8.      | RESTRICTIVE
      COVENANTS OF THE VENDOR       
|9.      | INVESTIGATIONS
      AND AVAILABILITY OF RECORDS
|10.     | NECESSARY
      CONSENTS                        
|11.     | SHAREHOLDER
      OR PARTNER APPROVAL           
|12.     | FILING
      STATEMENT                          
|13.     | PUBLIC
      ANNOUNCEMENT                       
|14.     | MUTUAL
      CONDITIONS PRECEDENT               
|15.     | VENDORS
      CONDITIONS PRECEDENT             
|16.     | PURCHASERS
      CONDITIONS PRECEDENT          
|17.     | CLOSING                                         
|18.     | CLOSING
      DELIVERIES OF THE VENDOR          
|19.     | CLOSING
      DELIVERIES OF THE PURCHASER       
|20.     | POST
      CLOSING MATTERS                      
|21.     | DISPUTE
      RESOLUTION                        
|22.     | FORCE
      MAJEURE                             
|23.     | PUBLIC
      STATEMENTS                         

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- 2 -

|24. | NOTIFICATION | 14
|--- | ------------ | --
|25. | TERMINATION  | 14
|26. | INDEMNITY    | 15
|27. | NOTICE       | 15
|28. | GENERAL      | 16

|Schedules: |   |                      
|---------- | - | ---------------------
|Schedule A | - | DESCRIPTION OF CLAIMS
|Schedule B | - | NET SMELTER RETURN   

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PROPERTY PURCHASE AGREEMENT

THIS
AGREEMENT made as of the 14th day of February, 2011

BETWEEN:

PAN AMERICAN LITHIUM CORP. (PAN
AMERICAN), a company validly subsisting under the laws of British
Columbia, with an office at Suite 110, 3040 N. Campbell Avenue, Tucson, AZ
85719, through its 99% owned subsidiary, SOCIEDAD SOUTH AMERICAN
LITHIUM COMPANY S.A. CERRADA (SALICO)

(collectively, the
Purchaser)

AND:

SOCIEDAD GARESTE LIMITADA, a
limited liability company validly subsisting under the laws of Chile, with
an office at 208 Van Buren, Copiapo, Chile.

(the Vendor or
Gareste)

W H E R E A S:

|A. | The Vendor is the sole legal and beneficial owner of 100
      percent (100%) of all right, title and interest in and to the Assets (as
      defined below); and                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                            
|B. | The Vendor has agreed to sell to the Purchaser, and the
      Purchaser has agreed to purchase from the Vendor, all of its 100 percent
      (100%) right, title and interest in and to the Assets on the terms and
      conditions hereinafter set forth;

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the premises and the mutual promises, and agreements herein
contained, the parties hereto agree as follows:

|1. | INTERPRETATION                                                                                                                                                            
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                           
|   | In this Agreement and in the recitals and Schedules
      hereto, unless the context otherwise requires, the following expressions
      will have the following meanings:
|   |                                                                                                                                                                           
|   | (a)                                                                                                                                                                       
|   |                                                                                                                                                                           
|   | (b)                                                                                                                                                                       
|   |                                                                                                                                                                           
|   | (c)                                                                                                                                                                       

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- 2 -

| | (d) | Closing means the completion of the Sale, in
      accordance with Section 17.1;                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (e) | Closing Date means the date of the Closing as
      agreed to by the Parties in writing in accordance with Section 17.1, but
      in no event later than December 31, 2011, unless such date is extended by
      the mutual written agreement of the Parties;                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (f) | Common Shares means the common shares in the
      capital of Pan American;                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (g) | Encumbrance has the meaning set out in Section
      3.1(a);                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (h) | Exchange means the TSX Venture
  Exchange;                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (i) | Exploration Data means a digital copy and
      hardcopy of all data related to the Claims and Water Rights, including
      sampling information, laboratory analyses, drill logs, maps and reports
      generated from said data, collected by the Vendor and its
    contractors;                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (j) | Filing Statement means the filing statement of
      the Purchaser in the form prescribed by the Exchange, pertaining to the
      Qualifying Transaction and which will be filed on SEDAR;                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (k) | GAAP means generally accepted accounting
      principles in Canada applied on a consistent basis with past
    periods;                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (l) | Loss and Losses mean any and all
      demands, claims, actions or causes of action, assessments, losses,
      damages, liabilities, costs, and expenses, including without limitation,
      interest, penalties, fines and reasonable attorneys, accountants and other
      professional fees and expenses, but excluding damages for lost profits or
      lost business opportunities and excluding any indirect, consequential or
      punitive damages suffered by the Purchaser or the Vendor;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (m) | Material Adverse Effect has the meaning set out
      in Section 3.1(c);                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (n) | Meeting means the special meeting of the
      shareholders or partners (as applicable) of the Vendor for the
      consideration and, if deemed appropriate, approval of the Sale and the
      Distribution;                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (o) | Non-Arms Length Party has the meaning set out
      in the policies of the Exchange;                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (p) | NSR means the 2% net smelter return in favor of
      Gareste, a copy of which is attached as Schedule B hereto;                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (q) | Party means a party to this Agreement and
      Parties means all parties to this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (r) | Permitted Encumbrances means the NSR;                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (s) | Purchaser Documents mean the papers,
      instruments, documents and agreements required to be executed and
      delivered by the Purchaser to the Vendor at the Closing pursuant to this
      Agreement;                                                                                                                                                                                                                                                                                              

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- 3 -

|    | (t)                                                                                   | Purchase Shares means the 2 million Common
      Shares to be allotted and issued by the Purchaser to the Vendor on the
      Closing Date in consideration for the purchase of the Assets;                                                                                                                                                                                                                                                
|--- | ------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (u)                                                                                   | Qualified Person has the meaning set out in
      National Instrument 43-101;                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (v)                                                                                   | Sale has the meaning set out in Section
    5.1;                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (w)                                                                                   | SEDAR means the System for Electronic Document
      Analysis and Retrieval;;                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (x)                                                                                   | U.S. Person has the meaning set out in Section
      6.2(b);                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (y)                                                                                   | U.S. Securities Act has the meaning set out in
      Section 6.2(b); and                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (z)                                                                                   | Vendor Documents mean the papers, instruments,
      documents and agreements required to be executed and delivered by the
      Vendor to the Purchaser at the Closing pursuant to this
  Agreement.                                                                                                                                                                                                                                      
|    |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (aa)                                                                                  | Water Rightsmeans those certain applications
      for or temporary and permanent rights granted by the government of Chile
      or its subdivisions for the exploration and/or appropriation and usage of
      surface and subsurface waters in connection with the Assets.                                                                                                                                                             
|    |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.  | MUTUAL REPRESENTATIONS AND WARRANTIES                                                
|    |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.1 | Each of the Purchaser and the Vendor represents and
      warrants to the other that:
|    |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (a)                                                                                   | it is a body corporate duly formed, organized and validly
      subsisting and in good standing under the laws of its incorporating or
      governing jurisdiction;                                                                                                                                                                                                                                                                         
|    |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (b)                                                                                   | it has full right, corporate power and authority to carry
      on its business, execute and deliver this Agreement and any agreement or
      instrument referred to or contemplated by this Agreement;                                                                                                                                                                                                                                     
|    |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (c)                                                                                   | this Agreement, when delivered in accordance with the
      terms hereof, will constitute a valid and binding obligation enforceable
      against the entity in accordance with its terms, except:                                                                                                                                                                                                                                          
|    |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (d)                                                                                   | the consummation of this Agreement will not conflict with
      nor result in any breach of any agreement or other instrument whatsoever
      to which any Party hereto is a party or by which any Party is bound or to
      which any Party may be subject;                                                                                                                                                                               
|    |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (e)                                                                                   | the execution and delivery of this Agreement and any
      agreements or documents contemplated hereby will not violate or result in
      the breach of the laws of any jurisdiction applicable or pertaining
      thereto or of its constating or charter documents, nor will
  such result in a breach of, or accelerate
the performance required by any contract or other commitment to which it is a
party or by which it is bound; and

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- 4 -

|2.2 | The representations and warranties contained in Section
      2.1 are provided for the mutual benefit of the Parties, and a breach of
      any one or more representations or warranties may be waived by the Parties
      in whole or in part at any time without prejudice to its rights in respect
      of any other breach of the same or any other representation or warranty,
      and the representations and warranties contained in Section 2.1 will
      survive the Closing Date for a period of two (2) years.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.  | VENDOR REPRESENTATIONS AND WARRANTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.1 | The Vendor represents and warrants to, and covenants with
      the Purchaser, and acknowledges that the Purchaser is relying on such
      representations, warranties and covenants in entering into this Agreement
      that:                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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- 5 -

| | (h) | there are no outstanding orders or directions relating to
      environmental matters requiring any work, repairs, construction or
      expenditures with respect to the Assets and the conduct of operations
      related thereto, the Vendor has not received any notice of the same and
      the Vendor is not aware of any basis on which any such orders or
      directions could be made;                                                                                                                                                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (i) | there are no outstanding orders or directions relating to
      environmental matters requiring any work, repairs, construction or capital
      expenditures with respect to the Assets and the conduct of the operations
      related thereto, and the Vendor has not received any notice of same and is
      not aware of any basis on which any such orders or direction could be
      made;                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (j) | the Vendors ownership of the Assets is in compliance
      with, is not in default or violation in any material respect under, and
      the Vendor has not been charged with or received any notice at any time of
      any material violation of any statute, law, ordinance, regulation, rule,
      decree or other applicable regulation in connection with the Vendors
      ownership of the Assets;                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (k) | the Vendor has duly filed all reports and returns
      required to be filed with governmental authorities and has obtained all
      governmental permits and other governmental consents, except as may be
      required after the execution of this Agreement and all of such permits and
      consents are in full force and effect, and no proceedings for the
      suspension or cancellation of any of them, and no investigation relating
      to any of them, is pending or to the knowledge of the Vendor, threatened,
      and none of them will be adversely affected by the entry into this
      Agreement or the consummation of the Sale;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (l) | the Vendor has complied with all applicable laws,
      statutes, bylaws, decrees, rulings, orders, judgments and regulations
      relating to the work it has conducted in respect of the Assets, including
      environmental laws;                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (m) | the Vendor has held the Assets in material compliance
      with all laws, rules, statutes, ordinances, orders and regulations and the
      Vendor has not received any notice of any violation thereof, nor is the
      Vendor aware of any valid basis therefore;                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (n) | there is no adverse claim or challenge against or to the
      ownership of or title to any part of the Assets and, to the knowledge of
      the Vendor, there is no basis for such adverse claim or challenge which
      may affect the Assets;                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (o) | there are no actual or pending proceedings for, and the
      Vendor is unaware of any basis for, the institution of any proceedings
      leading to the placing of the Vendor in bankruptcy or subject to any other
      laws governing the affairs of insolvent parties;                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (p) | no filing or registration with, no notice to and no
      permit, authorization, consent, or approval of any public or governmental
      body or authority or other person or entity is necessary for the
      consummation of the Sale contemplated by this Agreement or to enable the
      Purchaser to purchase the Assets on the Closing Date;                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (q) | the Vendor acknowledges that all material knowledge and
      information in its possession concerning the Assets has been conveyed to
      the Purchaser;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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- 6 -

|    | (r)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the Claims are not subject to any mining royalties
      imposed by the Government of Chile, or any federal, provincial municipal
      or local authority;                                                                                                                                                                                                                                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (s)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | there are no mine workings or waste dumps or mine
      tailings on the Claims; and                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (t)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Gareste is not a Non-Arms Length Party to the
      Purchaser.                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|3.2 | The representations and warranties contained in Section
      3.1 are provided for the exclusive benefit of the Purchaser, and a breach
      of any one or more representations or warranties may be waived by the
      Purchaser in whole or in part at any time without prejudice to its rights
      in respect of any other breach of the same or any other representation or
      warranty, and the representations and warranties contained in Section 3.1
      will survive the Closing Date for a period of two years.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|4.  | PURCHASER REPRESENTATIONS AND WARRANTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|4.1 | The Purchaser represents and warrants to, and covenants
      with the Vendor, and acknowledges that the Vendor is relying on such
      representations, warranties and covenants in entering into this Agreement
      that:                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | on the Closing Date and following receipt of conditional
      approval of the Sale by the Exchange, the Purchaser will be eligible to
      acquire and hold the Assets and carry on the business as an exploration
      stage mining company;                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the Purchaser is a reporting issuer in good standing in
      the provinces of British Columbia and Ontario, and its subsidiary SALICO
      is in good standing in the country of Chile;                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the Common Shares are listed on the Exchange, the
      Purchaser is in substantial compliance with its listing agreement with the
      Exchange;                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the Purchase Shares to be issued to the Vendor hereunder
      will be fully-paid and non- assessable shares in the capital of the
      Purchaser, free of all restrictions on trading other than those required
      by applicable securities law or by the Exchange as set out in Section 6
      hereof;                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | there are no material liabilities, contingent or
      otherwise, of the Purchaser which have not been disclosed in its public
      filings available on SEDAR or in writing to the Vendor, and the Purchaser
      has not guaranteed, or agreed to guarantee, any debt, liability or other
      obligation of any person, firm or corporation;                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the Purchasers continuous disclosure documents as
      publicly filed by it on SEDAR are true and correct in all material
      respects, and do not contain any misrepresentations (as that term is
      defined in the Securities Act(British Columbia);                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the Purchaser has not discharged or satisfied or paid any
      lien or encumbrance or obligation or liability, other than current
      liabilities in the ordinary course of business;                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | there is no other basis for and there are no other
      actions, suits, judgments, investigations or proceedings outstanding or
      pending or, to the knowledge of the Purchaser, threatened against or
      affecting the Purchaser at law or in equity or before or by a federal,
      provincial, state, municipal or other governmental department, commission,
      board, bureau or agency;

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- 7 -

|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | to the knowledge of the Purchaser, the Purchaser is not
      in breach of any laws, ordinances, statutes, regulations, by-laws, orders
      or decrees to which it is subject or which apply to it;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the Purchaser has not experienced, nor is it, to the
      knowledge of the Purchaser, aware of any occurrence or event which has had
      or might reasonably be expected to have, a materially adverse effect on
      the Purchasers business or the results of its operations; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | to the knowledge of the Purchaser, all tax returns and
      reports of the Purchaser required to be filed prior to the date hereof
      have been filed and are substantially true, correct and accurate, and all
      taxes and other governmental charges have been paid or accrued in the
      Purchasers books.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.2 | The representations and warranties contained in Section
      4.1 are provided for the exclusive benefit of the Vendor, and a breach of
      any one or more representations or warranties may be waived by the Vendor
      in whole or in part at any time without prejudice to its rights in respect
      of any other breach of the same or any other representation or warranty,
      and the representations and warranties contained in Section 4.1 will
      survive the Closing Date for a period of two years.                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.  | PURCHASE AND SALE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.1 | Upon and subject to the terms and conditions of this
      Agreement, and on the Closing Date, the Vendor will sell, transfer and
      assign to the Purchaser and the Purchaser will purchase from the Vendor,
      free and clear of all Encumbrances, the Assets (the
  Sale).                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.2 | In consideration for the Sale, and on the Closing Date,
      the Purchaser will allot and issue 2 million (2,000,000) Purchase Shares
      to the Vendor. The Purchaser shall also execute and deliver the Net
      Smelter Return Royalty deed in favour of the Vendor in the form attached
      hereto as Exhibit B, which provides for a 2% Net Smelter Return (NSR)
      royalty on the sale of production from the Project, capped at $6 million.
      At any time prior to the commencement of commercial production from the
      Project, the Corporation shall have the right to repurchase one-half, or a
      1% NSR, from the Vendor, for the sum of $2 million.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.  | SECURITIES LAWS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.1 | The Parties hereto acknowledge that the issuance of the
      Purchase Shares by the Purchaser to the Vendor as contemplated herein is
      being made pursuant to an exemption from the registration and prospectus
      requirements of applicable securities laws pursuant to Section 2.13 of
      National Instrument 45-106.                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.2 | The Vendor confirms to and covenants with the Purchaser
      that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | it will comply with all requirements of applicable
      securities laws in connection with the issuance to it of the Purchase
      Shares and the resale of any of the Purchase Shares; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the Purchase Shares have not been registered under the
      United States Securities Act of 1933, as amended (the U.S.
      Securities Act) or the securities laws of any State of the United
      States and that the Purchaser does not intend to register the Purchase
      Shares under the U.S. Securities Act, or the securities laws of any State
      of the United States and has no obligation to do so. The Vendor is not a
      U.S. person (as that term is defined in Regulation S under the
      U.S. Securities Act) provided, however, that the Vendor may sell or
      otherwise dispose the Purchase Shares pursuant to registration thereof
      under the U.S. Securities Act and any applicable
State securities laws or pursuant to any available exemption from such
registration requirements.

---

- 8 -

|6.3 | Upon the issuance of the Purchase Shares to the Vendor,
      and until such time as is no longer required under applicable securities
      laws, the certificates representing the Purchase Shares will bear the
      following two legends required under National Instrument 45-102 and the
      policies of the Exchange, respectively, in substantially the following
      form:
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Unless permitted under securities legislation, the
      holder of this security must not trade the security before [insert
      the date that is 4 months and a day after the distribution
      date].Without prior written approval of the Exchange and
      compliance with all applicable securities legislation, the
      securities represented by this certificate may not be sold,
      transferred, hypothecated or otherwise traded on or through the
      facilities of the TSX Venture Exchange or otherwise in Canada or to or
      for the benefit of a Canadian resident until [insert date].


|6.4 | If any of the Purchase Shares are required to be escrowed
      pursuant to the policies of the Exchange, and all rights of protest or
      appeal has been exhausted by the Parties, the Vendor agrees to sign any
      such escrow agreement and abide by any such restrictions as may be so
      imposed by the Exchange.                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.  | COLLECTION OF PERSONAL INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.1 | The Vendor acknowledges and consents to the fact that the
      Purchaser is collecting the Vendors personal information which may be
      disclosed by the Purchaser to:                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.2 | By executing this Agreement, the Vendor is deemed to be
      consenting to the foregoing collection, use and disclosure of the Vendors
      personal information and to the retention of such personal information for
      as long as permitted or required by law or business practice.                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.3 | By executing this Agreement, the Vendor hereby consents
      to the foregoing collection, use and disclosure of the Vendors personal
      information. The Vendor also consents to the filing of copies or originals
      of any of the Vendors documents described herein as may be required to be
      filed with the Exchange or any securities regulatory authority in
      connection with the transactions contemplated hereby. An officer of the
      Purchaser is available to answer questions about the collection of
      personal information by the Purchaser.

---

- 9 -

|8.   | RESTRICTIVE COVENANTS OF THE VENDOR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.1  | Prior to the Closing Date, the Vendor will not without
      the prior written consent of the Purchaser, allow any of the Assets to
      become subject to any Encumbrances or enter into any agreement (whether
      written or verbal) that may result in the creation of any such Encumbrance
      or otherwise restrict in any manner whatsoever the sale of the Assets to
      the Purchaser as contemplated by this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.   | INVESTIGATIONS AND AVAILABILITY OF
  RECORDS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.1  | The Purchaser and/or its directors, officers, auditors,
      counsel and other authorized representatives shall be permitted to make
      such commercially reasonable investigations of the Assets and business of
      the Vendor and of its financial and legal condition as the Purchaser
      reasonably deems necessary or desirable, provided always that such
      investigations shall not unduly interfere with the operations of the
      Vendor. If reasonably requested, the Vendor shall provide copies of the
      Vendors corporate records, including its minute books, share ledgers and
      the records maintained in connection with the business of the Vendor. Such
      investigations will not, however, affect or mitigate in any way the
      representations and warranties contained in this Agreement, which
      representations and warranties shall continue in full force and effect for
      the benefit of the Purchaser.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.  | NECESSARY CONSENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.1 | The Vendor shall use its reasonable efforts to obtain
      from the Vendors directors, shareholders or partners (as applicable) and
      all appropriate federal, provincial, municipal or other governmental or
      administrative bodies such approvals or consents as are required (if any)
      to complete the transactions contemplated herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|11.  | SHAREHOLDER OR PARTNER APPROVAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|11.1 | As soon as practicable after the execution and delivery
      of this Agreement, the Vendor will call and hold the Meeting. The Vendor
      will distribute such documents as may be necessary or desirable to permit
      the shareholders or partners of the Vendor to consider, and if deemed
      appropriate, to approve the Sale, the Distribution and the other matters
      contemplated herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.  | FILING STATEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.1 | The Purchaser will, subject to the prior review and
      approval of the Vendor (such approval not to be unreasonably withheld),
      prepare the Filing Statement (including supplements or amendments
      thereto). The Vendor will furnish to the Purchaser all information
      regarding the Vendor as may reasonably be required to be included in the
      Filing Statement pursuant to applicable law. Each of the Purchaser and the
      Vendor will:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|13.  | PUBLIC ANNOUNCEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|13.1 | Immediately after the execution of this Agreement, but
      subject to the regulations of the Exchange, the Purchaser will issue a
      public announcement, announcing the entry into this Agreement, which
      announcement shall address all matters required by the Exchange policies
      and shall be in form and substance acceptable to each Party, acting in a
      commercially reasonable manner. No Party shall issue any news release or
      public statements inconsistent with such public announcement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|14.  | MUTUAL CONDITIONS PRECEDENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|14.1 | The obligation of the Parties to consummate the Sale on
      the Closing Date shall be subject to the prior completion of the following
      mutual conditions:                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|15.  | VENDORS CONDITIONS PRECEDENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|15.1 | The obligation of the Vendor to consummate the Sale on
      the Closing Date shall be subject to the prior completion of the following
      conditions:                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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- 11 -

|     | (b)                                                                                                                                                          | the Purchaser will have performed, fulfilled or complied
      with, in all material respects, all of its obligations, covenants and
      agreements contained in this Agreement and in any Purchaser Documents to
      be fulfilled or complied with by the Purchaser at or prior to the Closing
      Date;                                                                                                                                                                                                             
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (c)                                                                                                                                                          | the Purchaser will deliver or cause to be delivered to
      the Vendor the closing documents as set forth in Section 19.1 in a form
      satisfactory to the Vendor acting reasonably;                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (d)                                                                                                                                                          | all proceedings to be taken in connection with the
      transactions contemplated in this Agreement and any Purchaser Documents
      will be satisfactory in form and substance to the Vendor, acting
      reasonably, and the Vendor will have received copies of all instruments
      and other evidence as it may reasonably request in order to establish the
      consummation or closing of such transactions and the taking of all
      necessary proceedings in connection therewith; and                     
|     |                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (e)                                                                                                                                                          | this Agreement, the Purchaser Documents and all other
      documents necessary or reasonably required to consummate the Sale, all in
      form and substance reasonably satisfactory to the Vendor, will have been
      executed and delivered to the Vendor.                                                                                                                                                                                                                                                            
|     |                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|16.  | PURCHASERS CONDITIONS PRECEDENT                                                                                                                            
|     |                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|16.1 | The obligation of the Purchaser to consummate the Sale on
      the Closing Date shall be subject to the prior completion of the following
      conditions:
|     |                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (a)                                                                                                                                                          | the representations and warranties of the Vendor
      contained in this Agreement or in any Vendor Documents will have been true
      and correct as of the date of this Agreement and shall be true and correct
      as of the Closing Date with the same force and effect as if such
      representations and warranties had been made on and as of such Closing
      Date, save and except in any case which would not have a material adverse
      effect on the business or financial condition of the Purchaser;
|     |                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (b)                                                                                                                                                          | the Vendor will have performed, fulfilled or complied
      with, in all material respects, all of its obligations, covenants and
      agreements contained in this Agreement and in any Vendor Documents to be
      fulfilled or complied with by the Vendor at or prior to the Closing
      Date;                                                                                                                                                                                                                      
|     |                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (c)                                                                                                                                                          | the Vendor will deliver or cause to be delivered to the
      Purchaser the closing documents as set forth in Section 18.1 in a form
      satisfactory to the Purchaser acting reasonably;                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (d)                                                                                                                                                          | all proceedings to be taken in connection with the
      transactions contemplated in this Agreement and any Vendor Documents will
      be satisfactory in form and substance to the Purchaser, acting reasonably,
      and the Purchaser will have received copies of all instruments and other
      evidence as it may reasonably request in order to establish the
      consummation or closing of such transactions and the taking of all
      necessary proceedings in connection therewith;                      
|     |                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (e)                                                                                                                                                          | this Agreement, the Vendor Documents and all other
      documents necessary or reasonably required to consummate the Sale, all in
      form and substance reasonably satisfactory to the Purchaser, will have
      been executed and delivered to the Purchaser;                                                                                                                                                                                                                                                         
|     |                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (f)                                                                                                                                                          | the Purchaser completing and being reasonably satisfied
      with its due diligence on the Assets; and                                                                                                                                                                                                                                                                                                                                                                                                                     

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|     | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | the Purchasers receipt of a favorable title opinion in
      respect of the Claims and Water Rights on the Closing Date.                                                                                                               
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                         
|17.  | CLOSING                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                         
|17.1 | The Closing will take place on the Closing Date at the
      offices of the lawyers for the Purchaser or at such other location as
      agreed to by the Parties. Notwithstanding the location of the Closing,
      each Party agrees that the Closing may be completed by the exchange of
      undertakings between the respective legal counsel for the Parties,
      provided such undertakings are satisfactory to each Partys respective
      legal counsel.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                         
|18.  | CLOSING DELIVERIES OF THE VENDOR                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                         
|18.1 | At Closing, the Vendor will deliver or cause to be
      delivered the following, duly executed and in the form and substance
      reasonably satisfactory to the Purchaser:                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | such documents to evidence that title to the Claims and
      the Water Rights have been registered in the name of the Purchaser and all
      documents, notices, instruments and forms necessary to give effect to the
      Sale;    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | a title opinion of Dr. Jean Pierre Bondi, counsel to the
      Vendor, with respect to the status of the Vendors interest in the Claims
      and the Water Rights, in the form satisfactory to the Purchaser, acting
      reasonably;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                         
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | all other information in the possession or control of the
      Vendor with respect to the Claims and Water Rights (including the
      Exploration Data), which has not been previously delivered to the
      Purchaser;;             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                         
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | a copy of the resolutions of the directors and
      shareholders or partners of the Vendor approving and authorizing the entry
      into this Agreement, the Sale, the Distribution and the transactions
      contemplated herein;   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                         
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | a certificate of a senior officer of the Vendor attesting
      that:                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (i)                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (ii)                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (iii)                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                         
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | such other closing documents as may be required by the
      Purchaser, acting reasonably.                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                         
|19.  | CLOSING DELIVERIES OF THE PURCHASER                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                         
|19.1 | At Closing, the Purchaser will deliver or cause to be
      delivered the following, duly executed and in the form and substance
      reasonably satisfactory to the Vendor:                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | a share certificate registered in the name of the Vendor
      representing the Purchase Shares;                                                                                                                                        

---

- 13 -

| | (b) | reasonable evidence that the Exchange has conditionally
      approved the Sale as the Qualifying Transaction of the
Purchaser;                                          
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                          
| | (c) | a copy of the resolutions of the directors of the
      Purchaser approving and authorizing the entry into this Agreement and the
      transactions contemplated herein;
| |     |                                                                                                                                                                          
| | (d) | the Net Smelter Return royalty deed in the form attached
      as Exhibit B;                                                                                             
| |     |                                                                                                                                                                          
| | (e) | a certificate of a senior officer of the Purchaser
      attesting that:                                                                                                 
| |     |                                                                                                                                                                          
| |     | (i)                                                                                                                                                                      
| |     |                                                                                                                                                                          
| |     | (ii)                                                                                                                                                                     
| |     |                                                                                                                                                                          
| |     | (iii)                                                                                                                                                                    
| |     |                                                                                                                                                                          
| | (f) | such other closing documents as may be required by the
      Vendor, acting reasonably.                                                                                  

|20.  | POST CLOSING MATTERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|20.1 | Subsequent to the Closing Date, the following events
      shall occur:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|21.  | DISPUTE RESOLUTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|21.1 | Any dispute between the Parties concerning any matter or
      thing arising from this Agreement shall be referred to a mutually
      agreeable professional (the Arbitrator) under the rules of the
      American Arbitration Association (AAA). In the event that the Parties
      cannot mutually agree on the appointment of an Arbitrator within fifteen
      (15) days of written notice of a disagreement or dispute under this
      Agreement, the Arbitrator will be appointed by the AAA, as the appointing
      authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|21.2 | Any disagreement or dispute shall be conducted in Tucson,
      Arizona, or as otherwise may be agreed as convenient for the parties. The
      cost of such arbitration shall initially be born equally by the Purchaser
      and the Vendor. Any arbitration shall determine, with finality, any
      disagreement or dispute and the Arbitrators decision shall be binding
      and final on the Parties from which there shall be no appeal. An
      Arbitrator shall also decide matters including the cost of the
      arbitration, and the Arbitrator is hereby authorized and instructed to
      award up to one hundred percent (100%) costs on a solicitor and client or
      special costs basis, as warranted, to the successful Party in connection
      with any arbitration. In the event a Party fails or is otherwise unable to
      pay its share of any costs under this provision, the other Party is hereby
      authorized but not obligated to make that payment and deduct the same from
  any money claimed owed by the respondent.

---

- 14 -

|22.  | FORCE MAJEURE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|22.1 | The obligations of the Parties hereto and the time frames
      established in this Agreement shall be suspended to the extent and for the
      period that performance is prevented by any cause beyond either Partys
      reasonable control, whether foreseeable or unforeseeable, including,
      without limitation, labour disputes, acts of God, laws, regulations,
      orders, proclamations or requests of any governmental authority, inability
      to obtain on reasonable terms required permits, licenses, or other
      authorizations, or any other matter similar to the above.                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|23.  | PUBLIC STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|23.1 | Except as otherwise required by law or the policies of
      the Exchange, the parties shall make no public pronouncements concerning
      the terms of this Agreement without the express written consent of the
      other Party, such consent not to be unreasonably withheld. In the event
      that either Party wishes to make a news release or public statement with
      respect to the terms of this Agreement, it shall first provide the other
      Party with a draft copy of such release or statement for review and
      comment. If the other Party fails to comment on the release within two (2)
      business days of receipt, it shall be deemed to have waived its rights
      under this Section.                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|24.  | NOTIFICATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|24.1 | Between the date of this Agreement and the Closing Date,
      each of the Parties to this Agreement will promptly notify the other Party
      in writing if it becomes aware of any fact or condition that causes or
      constitutes a material breach of any of its representations and warranties
      as of the date of this Agreement, if it becomes aware of the occurrence
      after the date of this Agreement of any fact or condition that would cause
      or constitute a material breach of any such representation or warranty had
      such representation or warranty been made as of the time of occurrence or
      discovery of such fact or condition. During the same period, each Party
      will promptly notify the other Parties of the occurrence of any material
      breach of any of its covenants in this Agreement or of the occurrence of
      any event that may make the satisfaction of such conditions impossible or
      unlikely.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|25.  | TERMINATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|25.1 | Except as modified by Section 25.2 hereof, this Agreement
      may be terminated at any time prior to the Closing Date contemplated
      hereby by:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

- 15 -

|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the Vendor, if there has been a material breach by the
      Purchaser of any material representation, warranty, covenant or agreement
      set forth in this Agreement on the part of the Purchaser that is not
      cured, to the reasonable satisfaction of the Vendor, within ten business
      days after notice of such breach is given by the Vendor (except that no
      cure period will be provided for a breach by the Purchaser that by its
      nature cannot be cured);
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | either Party if any injunction or other order of a
      governmental entity of competent authority prevents the consummation of
      the Sale contemplated by this Agreement; or                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | either Party if the Exchange does not approve the Sale as
      the Qualifying Transaction of the Purchaser.                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|25.2 | In the event of the termination of this Agreement as
      provided in Section 25.1, this Agreement will be of no further force or
      effect, provided, however, that no termination of this Agreement will
      relieve any Party of liability for any breaches of this Agreement that are
      based on a wrongful refusal or failure to perform any
  obligations.                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|26.  | INDEMNITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|26.1 | The Purchaser will indemnify, defend, and hold harmless
      the Vendor from, against, for, and in respect of any and all Losses
      asserted against, relating to, imposed upon, or incurred by the Vendor by
      reason of, resulting from, based upon or arising out of:                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | any misrepresentation, misstatement or breach of warranty
      of the Purchaser contained in or made pursuant to this Agreement, any
      Purchaser Document or any certificate or other instrument delivered
      pursuant to this Agreement; or                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the breach or partial breach by the Purchaser of any
      covenant or agreement of the Purchaser made in or pursuant to this
      Agreement, any Purchaser Document or any certificate or other instrument
      delivered pursuant to this Agreement.                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|26.2 | The Vendor will indemnify, defend, and hold harmless the
      Purchaser from, against, for, and in respect of any and all Losses
      asserted against, relating to, imposed upon, or incurred by the Purchaser
      by reason of, resulting from, based upon or arising out of:                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | any misrepresentation, misstatement or breach of warranty
      of the Vendor contained in or made pursuant to this Agreement, any Vendor
      Document or any certificate or other instrument delivered pursuant to this
      Agreement; or                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the breach or partial breach by the Vendor of any
      covenant or agreement of the Vendor made in or pursuant to this Agreement,
      any Vendor Document or any certificate or other instrument delivered
      pursuant to this Agreement.                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|27.  | NOTICE                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|27.1 | Any notice, direction or other instrument required or
      permitted to be given under this Agreement will be in writing and may be
      given by the delivery of the same or by mailing the same by prepaid
      registered or certified mail or by sending the same by facsimile or other
      similar form of communication, in each case addressed
to the addresses of the parties as set out on the first page of this Agreement,
and if sent by facsimile, as follows:

---

- 16 -

| | (a) | if to the Purchaser at:                                                                                                            
| | --- | -----------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                    
| |     | 3040 N. Campbell Avenue, Suite 110 Tucson, Arizona
      85718 Fax No.: 520-623-3326 abrodkey@kriyah.com Attention:
      President
| |     |                                                                                                                                    
| | (b) | if to the Vendor at:                                                                                                               
| |     |                                                                                                                                    
| |     | 208 Van Buren Copiapo, Chile
      halchileperu@yahoo.com                                                                          
| |     | Attention: Harold Gardner, Co-Managing
  Partner                                                                                   

|27.2 | Any notice, direction or other instrument aforesaid will,
      if delivered, be deemed to have been given and received on the day it was
      delivered; if faxed, be deemed to have been given and received on the next
      business day following transmission; and if mailed, be deemed to have been
      given and received on the fifth day following the day of mailing, except
      in the event of disruption of the postal services, in which event notice
      will be deemed to be given and received only when actually
  received.                                                                                                                                                                                       
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|27.3 | Any Party may at any time give to the other, notice in
      writing of any change of address or fax number of the Party giving such
      notice, and from and after the giving of such notice, the address or fax
      number therein specified will be deemed to be the address or fax number of
      such Party for the purposes of giving notice hereunder.                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|28.  | GENERAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|28.1 | This Agreement constitutes the entire agreement between
      the parties and replaces and supersedes all prior agreements (including
      without limitation the Letter Agreement), memoranda, correspondence,
      communications, negotiations and representations, whether verbal or
      written, express or implied, statutory or otherwise between the Parties
      with respect to the subject matter herein.                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|28.2 | The Parties agree that they shall use all reasonably
      efforts to satisfy each of the conditions precedent to be satisfied by it
      as soon as practical and in any event before the Closing Date, and to
      take, or cause to be taken, all other actions and to do, or cause to be
      done, all other things necessary, proper or advisable that are
      commercially reasonable to permit the completion of the Sale in accordance
      with the terms and conditions of this Agreement. The Parties hereto agree
      that they and each of them will execute all documents and do all acts and
      things within their respective powers to carry out and implement the
      provisions or intent of this Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|28.3 | This Agreement may be signed in counterparts, each of
      which may be delivered in facsimile or other electronic means. Each
      executed counterpart shall be deemed to be an original and all such
      counterparts when read together will constitute one and the same
      instrument.                                                                                                                                                                                                                                                                                                                                                                                                                                           

---

- 17 -

|28.4  | Neither Party may assign this Agreement and its rights
      thereunder without the prior written approval of the other
Party.                                                                                                                                                                                                                                                                                                                                                            
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|28.5  | The headings to the respective sections herein will not
      be deemed part of this Agreement but will be regarded as having been used
      for convenience only.                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|28.6  | In this Agreement, all references to sections,
      subsections and Schedules are to sections, subsections and Schedules of
      this Agreement.                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|28.7  | All references to monies hereunder will be in US
      funds.                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|28.8  | This Agreement will enure to the benefit of and be
      binding upon the Parties hereto and their respective successors and
      permitted assigns.                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|28.9  | This Agreement will be exclusively governed and
      interpreted in accordance with the laws of the State of Arizona, USA,
      without regard to conflicts of laws principles. All actions arising from
      this Agreement, subject to clause 21 above, will be commenced and
      prosecuted in the courts of Arizona, and the Parties hereby attorn to the
      jurisdiction thereof.                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|28.10 | In the event of any conflict between the provisions of
      any document delivered on the Closing and this Agreement, the provisions
      of this Agreement shall prevail.                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|28.11 | The Schedules attached to this Agreement are incorporated
      herein and form part of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|28.12 | Time is of the essence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|28.13 | This Agreement may only be amended in writing with the
      mutual consent of each Party.                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|28.14 | The representations and warranties, covenants and
      agreements of the Parties set forth herein will survive the Closing Date
      and, notwithstanding the completion of the transactions contemplated
      hereby, the waiver of any condition contained herein (unless such waiver
      expressly releases a Party of any such representation, warrant, covenant
      or agreement) or any investigation made by the Party, the same will remain
      in full force and effect.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|28.15 | If any provision of this Agreement is or will become
      illegal, unenforceable or invalid for any reason whatsoever, such illegal,
      unenforceable or invalid provisions will be severable from the remainder
      of this Agreement and will not affect the legality, enforceability or
      validity of the remaining provisions of this Agreement.                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|28.16 | No consent or waiver, express or implied, by any Party
      hereto in respect of any breach or default by any of the other Parties in
      the performance by such other Party of its obligations under this
      Agreement will be deemed or construed to be consent to or waiver of any
      other breach or default.                                                                                                                                                               

---

- 18 -

IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written.

PAN AMERICAN LITHIUM CORP.

|Per: | Signed             | 
|---- | -------------------- | 
|     | Authorized Signatory | 

SOCIEDAD SOUTH AMERICAN LITHIUM COMPANY, S.A.
CERRADA

|Per: | Signed             | 
|---- | -------------------- | 
|     | Authorized Signatory | 

SOCIEDAD GARESTE LIMITADA

|Per: | Signed             | 
|---- | -------------------- | 
|     | Authorized Signatory | 

---

SCHEDULE A

This is Schedule A to the Agreement dated as of February 14,
2011, between Pan American Lithium Corp., Sociedad South American Lithium
Company, S. A. Cerrada, and Sociedad Gareste Limitada

DESCRIPTION OF CLAIMS

The Claims consist of the following __ mineral claims covering
an area of approximately hectares, in Atacama Region III, Chile:

Tenure Number
    Claim Name
    Area (ha)
    Good To Date1385
    RAMALPEDER UNO
    300
    Date has not been set1373
    RAMALPEDER DOS
    100
    Date has not been set1374
    RAMALPEDER TRES
    200
    Date has not been set1375
    RAMALPEDER CUATRO
    300
    Date has not been set85
    PEDERSIBORA UNO
    300
    Date has not been set86
    PEDERSIBORA DOS
    300
    Date has not been set48
    PEDERSIBORA TRES A
    300
    Date has not been set58
    PEDERSIBORA CUATRO
    300
    Date has not been set59
    PEDERSIBORA CINCO
    300
    Date has not been set60
    PEDERSIBORA SEIS
    200
    Date has not been set62
    PEDERSIBORA OCHO
    300
    Date has not been set49
    PEDERSIBORA NUEVE A
    300
    Date has not been set50
    PEDERSIBORA DIEZ
    300
    Date has not been set86-C
    PEDERSIBORA ONCE A
    300
    Date has not been set56
    PEDERSIBORA DOCE
    300
    Date has not been set57
    PEDERSIBORA TRECE A
    300
    Date has not been set86-B
    PEDERSIBORA QUINCE
    300
    Date has not been set86-A
    PEDERSIBORA DIECISEIS
    100
    Date has not been set2344
    LOMAMARILLA TRES
    300
    Date has not been set


DESCRIPTION OF WATER RIGHTS

---

SCHEDULE B

NET SMELTER RETURN ROYALTY AGREEMENT

THIS AGREEMENT is dated as of the 14th day of February,
2011.

|BETWEEN: | SOUTH AMERICAN LITHIUM COMPANY S.A. CERRADA(SALICO)
|-------- | -----------------------------------------------------
|         |                                                      
|AND:     | SOCIEDAD GARESTE LIMITADA(Gareste)                 

1.           
 INTERPRETATION

1.1          
Gareste is a party to a Property Purchase Agreement (the Purchase Agreement)
dated February 14, 2011, for the Pedernales mineral concessions and water
exploration rights applications described in Exhibit A hereto, which provides
for this Net Smelter Return Royalty Agreement (the Royalty Agreement). All
capitalized words and phrases used herein and not otherwise defined have the
meanings ascribed thereto in the Exchange Agreement.

2.           
 DEFINITIONS

2.1          
For all purposes of this Royalty Agreement, the following capitalized terms
shall have the meanings as follows:

Allowable Deductions means:

| | (a) | all costs, charges and expenses paid or incurred by
      SALICO for the treatment of Mineral Products in the smelting, refining or
      applicable downstream processes and penalties or offsets charged by the
      smelter, refinery or other place of treatment, if any, imposed by the
      smelter, refinery or processing facility,
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                              
| | (b) | costs of handling, transporting, securing, storing and
      insuring Mineral Products, whether situated on or off the Properties, to a
      smelter, refinery or other place of treatment,                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                              
| | (c) | brokerage and selling costs incurred in the sale of the
      Mineral Products to third parties, and                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                              
| | (d) | ad valorem taxes and taxes based upon production, but not
      income taxes,                                                                                                                                                                                                                                                                

and for greater certainty, Allowable Deductions shall be based
upon arms length industry standards and if Mineral Products are processed on or
off the Properties in a facility wholly or partially owned by SALICO or an
interest holder or affiliate of SALICO, Allowable Deductions shall not include
any costs that are in excess of those which would be incurred on an arms length
basis, or which would not be Allowable Deductions if those Mineral Products were
processed by an independent third party;

Commencement of Commercial Production means (a) if a
mill or processing facility is located on the Properties, the last calendar day
of a period of 40 consecutive calendar days in which, for not less than 30
calendar days, the mill processed Mineral Products from the Properties at 60% of
its rated concentrating capacity, or (b) if a mill or processing facility is not
located on the Properties, the last day of a period of 30 consecutive calendar
days during which Mineral Products or intermediate products have been shipped
from the Properties on a reasonably regular basis for the purpose of earning
revenues, but any period of time during which ore, concentrate or intermediate
products are shipped from the Properties for testing purposes will not be taken
into account in determining the date of Commencement of Commercial
Production;

Indemnified Parties has the meaning set out in Section
10.1;

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Mineral Products means all precious metals, platinum
group metals, lithium and lithium products, light metals and commercial salts
and other similar materials or intermediate products which SALICO causes to be
mined or otherwise produced and removed from the Properties;

Net Smelter Returns Royalty has the meaning set out in
Section 3.1; and

Propertiesmeans the concessions set forth in Exhibit
A annexed hereto.

3.            
GRANT OF NET SMELTER RETURNS ROYALTY

3.1          
Following Commencement of Commercial Production, SALICO shall pay Gareste a
royalty of two percent (2.0%) of proceeds from the sale of the Mineral Products
from the Properties, less Allowable Deductions as received by SALICO from a
smelter, refinery, purchaser or other place of treatment (the Net Smelter
Returns Royalty).

4.           
 OPERATION OF THE PROPERTIES

4.1          
SALICO may, but shall not be obligated to, treat, mill, heap leach, sort,
concentrate, refine, smelt, or otherwise process, beneficiate or upgrade the
ores, concentrates, and other Mineral Products at sites located on or off the
Properties, prior to sale, transfer, or conveyance to a purchaser, user, or
consumer. SALICO shall have complete discretion concerning the nature, timing
and extent of all exploration, development, mining and other operations
conducted on or for the benefit of the Properties and may suspend operations and
production on the Properties at any time it considers prudent or appropriate to
do so. SALICO shall owe Gareste no duty to explore, develop or mine the
Properties, or to do so at any rate or in any manner other than that which
SALICO may determine in its sole and unfettered discretion.

5.            
ASSIGNMENT AND TRUSTEE

5.1          
Gareste may convey or assign all or any undivided portion of the Net Smelter
Returns Royalty payable either for a stated term of years or up to a specified
dollar amount, provided that such assignment shall not be effective against
SALICO until the assignee has delivered to SALICO a written and enforceable
undertaking, whereby such assignee agrees to be bound, to the extent of the
interest assigned, by all of the terms and conditions of this Agreement and
applicable terms of the Exchange Agreement. Notwithstanding any assignment by
Gareste, SALICO shall not be or become liable to make payments in respect of the
Net Smelter Returns Royalty to, or to otherwise deal in respect of this
Agreement with, more than one person.

5.2          
If the Net Smelter Returns Royalty is owned by more than one person, the holders
thereof shall, as a condition of receiving payment hereunder, nominate and
appoint a trustee (the Trustee) to act as agent and common trustee for receipt
of monies payable hereunder and to otherwise deal with SALICO in respect of such
interests (including, without limitation, the giving of notice to take or cease
taking in kind) and no royalty owner, including Gareste, shall be entitled to
administer or enforce any provisions of this Agreement except through the
Trustee. SALICO shall make and be entitled to make payments due hereunder in
respect of the Net Smelter Returns Royalty to the Trustee and to otherwise deal
with the Trustee as if it were the sole holder of the Net Smelter Returns
Royalty hereunder.

5.3          
SALICO may assign all or any portion of its interest in the Properties provided
such assignment shall not be effective as against Gareste or the Trustee, if
applicable, until the assignee has delivered to Gareste or the Trustee, as
applicable, a written and enforceable undertaking whereby such assignee agrees
to be bound, to the extent of the interest assigned, by all of the terms and
conditions of this Agreement.

5.4          
Upon appointment, the Trustee will agree to act on behalf of the Gareste, or its
assigns, as trustee in accordance with the terms and conditions of this
Agreement.

6.            
PAYMENT OBLIGATION

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- 3 -

6.1          
The obligation of SALICO to pay the Net Smelter Returns Royalty to Gareste, or
the Trustee, as applicable, shall commence upon the Commencement of Commercial
Production.

6.2          
Net Smelter Returns Royalties shall be due and payable by SALICO to Gareste, or
the Trustee, as applicable, within 30 days following receipt of proceeds from
the sale of Mineral Products by SALICO to a smelter, refinery, purchaser or
other place of treatment.

6.3          
Unless otherwise stated, all payments to be made under this Agreement shall be
made in Canadian dollars.

7.            
ACCOUNTING AND VERIFICATION

7.1          
Net Smelter Returns Royalty payments shall be accompanied by a statement which
is certified to be correct by SALICO showing in reasonable detail the basis upon
which the Net Smelter Returns Royalty payment was determined including, without
limitation:

| | (a) | the quantities and grades of Mineral Products produced
      and removed from the Properties in the preceding calendar
  quarter;                                                                                        
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                          
| | (b) | the gross value of Mineral Products delivered to a
      smelter, refinery or other processing facility, as reflected by written
      statements provided by such facility;                                             
| |     |                                                                                                                                                                                                                          
| | (c) | true and up to date copies of any agreements pursuant to
      which Mineral Products are smelted or refined;                                                                                                            
| |     |                                                                                                                                                                                                                          
| | (d) | copies of all assay and analytical results obtained from
      Mineral Products which are removed from the Properties;                                                                                                   
| |     |                                                                                                                                                                                                                          
| | (e) | an accounting for Allowable Deductions; and                                                                                                                                                                              
| |     |                                                                                                                                                                                                                          
| | (f) | such other pertinent information as Gareste, or the
      Trustee, as applicable, may reasonably request, in sufficient detail to
      further explain the calculation of the Net Smelter Returns Royalty
      payment.

7.2          
In addition, within one hundred twenty (120) days after the end of each fiscal
year, SALICO shall deliver to Gareste, or the Trustee, as applicable, a
statement setting forth a summary of the determination of the Net Smelter
Returns Royalty payable to Gareste, or the Trustee, as applicable, for such year
certified to be correct by SALICO, together with a written confirmation by
SALICOs independent auditor (or the auditor of SALICOs parent company in the
event it is a wholly-owned subsidiary) which is addressed to Gareste, or the
Trustee, as applicable, and which confirms that the independent auditor has
examined such statement and found the determination therein contained to have
been made in accordance with the provisions of this Agreement.

7.3          
All books and records used by SALICO to calculate Net Smelter Returns Royalties
due hereunder shall be kept in accordance with generally accepted accounting
principles in Canada and shall be available to Gareste, or the Trustee, as
applicable, its auditors and its authorized agents on a confidential basis
during normal business hours and after reasonable notice, provided that Gareste,
or the Trustee, as applicable, will exercise its access rights pursuant to this
section so as to minimize interference with SALICOs conduct of its
business.

8.            
OBJECTIONS

8.1          
All Net Smelter Returns Royalty payments shall be considered final and in full
satisfaction of all obligations of SALICO with respect thereto, unless Gareste,
or the Trustee, as applicable, gives SALICO written notice describing and
setting forth a specific objection to the determination thereof within ninety
(90) days after receipt by Gareste, or the Trustee, as applicable, of the annual
statement delivered pursuant to Section 7.2. If Gareste, or the Trustee, as
applicable, objects to a statement as herein provided, Gareste, or the Trustee
shall, for a period of sixty (60) days after SALICOs receipt of notice of
such objection, have the right, upon reasonable notice and at a reasonable time,
to commence to have SALICOs accounts and records relating to the production of
the Mineral Products and the calculation of the Net Smelter Returns Royalty in
question audited by a chartered accountant acceptable to both parties. If such
audit determines that there has been a deficiency or an excess in the payment
made to Gareste, or the Trustee, as applicable, such deficiency or excess shall
be resolved by adjusting the next quarterly Net Smelter Returns Royalty payment
due hereunder. If production has ceased, settlement shall be made between the
parties by cash payment. Gareste, or the Trustee, as applicable, shall pay all
costs of such audit unless a deficiency of three percent (3%) or less of the
amount due to Gareste, or the Trustee, as applicable, is determined to exist.
SALICO shall pay the costs of such audit if a deficiency of three percent (3%)
or more of the amount due is determined to exist. Failure on the part of
Gareste, or the Trustee, as applicable, to make a claim against SALICO for
adjustment in such 90-day period shall establish the correctness of the payment
and preclude the filing of exceptions thereto or the making of claims for
adjustment thereon.

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- 4 -

9.           
 COMMINGLING

9.1          
SALICO shall have the discretion to blend or commingle the Mineral Products with
any products mined or otherwise produced from any other properties or mining
operations.

10.          
INDEMNITY

10.1        SALICO agrees
that it shall defend, indemnify, reimburse and hold harmless Gareste, or the
Trustee, as applicable, its respective owners, officers, directors,
shareholders, employees and its successors and assigns (collectively the
Indemnified Parties), and each of them, from and against any and all
claims, demands, liabilities, actions and proceedings, which may be made or
brought against Gareste, or the Trustee, as applicable, or which it may sustain,
pay or incur that howsoever result from or relate to operations conducted on or
in respect of the Properties that results from or relate to the mining,
handling, transportation, smelting or refining of Mineral Products or the
handling of transportation of Mineral Products. However, the indemnity provided
in this section is limited to claims, demands, liabilities, actions and
proceedings that may be made in respect of the Indemnified Parties, in their
capacity as or related to holder of the Net Smelter Returns Royalty and shall
not include any indemnity in respect of any claims, demands, liabilities,
actions and proceedings which may arise in respect of the Indemnified Parties in
any other capacity.

11.          
CONFIDENTIALITY

11.1        All information,
data, reports, records, feasibility studies, agreements, assays, test results,
analyses and calculations relating to the Properties, the Mineral Products, the
activities of SALICO in respect of the Properties or the Mineral Products or
pursuant to this Agreement, and the terms and conditions of this Agreement, all
of which is in this section referred to as Confidential Information, will be
treated by the parties as confidential and will not be disclosed to any person
except as expressly permitted herein.

11.2        Gareste, or the
Trustee, as applicable, may disclose Confidential Information:

| | (a) | to its respective auditors, legal counsel, institutional
      lenders, brokers, underwriters and investment bankers, provided that such
      non-party users are advised of the confidential nature of the Confidential
      Information, are required to maintain the confidentiality thereof and are
      strictly limited to their use of the Confidential Information to those
      purposes necessary for such non-party users to perform the services for
      which they were retained by the disclosing party;    
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | to potential purchasers of the Net Smelter Returns
      Royalty, provided that such purchasers are advised of the confidential
      nature of the Confidential Information, enter into a standard non-
      disclosure agreement in the form required by SALICO acting reasonably, are
      required to maintain the confidentiality thereof and are strictly limited
      in their use of the Confidential Information to those purposes necessary
      for such purchaser to evaluate the Net Smelter Returns
  Royalty;

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- 5 -

| | (c) | where such disclosure is necessary to comply with
      Gareste's disclosure obligations under any securities law, rules or
      regulations or stock exchange listing agreements, policies or requirements
      or in relation to proposed credit arrangements, provided that the proposed
      disclosure is limited to factual matters and that Gareste has availed
      itself of the full benefits of any laws, rules, regulations or contractual
      rights as to disclosure on a confidential basis to which it may be
      entitled; or
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | with the express written consent of
  SALICO.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

11.3        Any Confidential
Information that becomes part of the public domain by no act or omission or
breach by Gareste or the Trustee, as applicable, of its obligations under this
section shall cease to be Confidential Information for the purposes of this
section.

12.          
DISPUTE RESOLUTION

12.1        Any disputes
arising under this Agreement shall be settled by final and binding arbitration
pursuant to the arbitration rules of the International Chamber of Commerce,
which arbitration shall be held in Santiago, Chile.

13.           NOTICES

13.1        Any notice,
direction or other instrument required or permitted to be given under this
Agreement will be in writing and may be given by the delivery of the same or by
mailing the same by prepaid registered or certified mail or by sending the same
by facsimile, e-mail or other similar form of communication, in each case
addressed to the address first listed above or the facsimile numbers set out in
the Exchange Agreement.

13.2        Any notice,
direction or other instrument will:

| | (a) | if delivered, be deemed to have been given and received
      on the day it was delivered;                                                                                                                                                                                       
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                  
| | (b) | if mailed, be deemed to have been given and received on
      the fifth (5th) Business Day following the day of mailing, except in the
      event of disruption of the postal service in which event notice will be
      deemed to be received only when actually received; and
| |     |                                                                                                                                                                                                                                                                                  
| | (c) | if sent by email or other similar form of communication,
      be deemed to have been received by that party upon the sending party
      receiving electronic confirmation of delivery.                                                                                         

13.3        Any party may at
any time give to the others notice in writing of any change of address of the
party giving such notice and from and after the giving of such notice the
address or addresses therein specified will be deemed to be the address of such
party for the purposes of giving notice hereunder.

14.          
BUY-BACK RIGHT

14.1        SALICO may,
prior to Commencement of Commercial Production, purchase one-half of the Net
Smelter Returns Royalty (1.0%) for US$2,000,000.

15.          
LIMIT ON NET SMELTER RETURNS ROYALTY

15.1        Notwithstanding
anything to the contrary set out herein, the maximum Net Smelter Returns Royalty
payable by SALICO to Gareste or the Trustee, as applicable, is US$6,000,000,
applicable to the concessions set out in Exhibit A to this Royalty
Agreement.

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- 6 -

16.          
GENERAL

16.1        Each of the
parties hereby agrees to submit to the exclusive jurisdiction of the courts in
and for the country of Chile, and consents that service of process with respect
to all courts in and of the country of Chile may be made by registered mail to
it at the address set forth herein.

16.2        This Agreement
shall be exclusively governed by and construed in accordance with the laws of
the country of Chile applicable therein without giving effect to any choice or
conflict of law provision or rule that would cause the application of the
domestic substantive laws of any other jurisdiction, and shall bind and inure to
the benefit of the parties hereto and their respective successors and
assigns.

16.3        The parties
hereto, upon the request of any other party hereto, shall do, execute,
acknowledge and deliver or cause to be done, executed, acknowledged or delivered
all such further acts, deeds, documents, assignments, transfers, conveyances,
powers of attorney and assurances as may be reasonably necessary or desirable to
effect the matters contemplated herein.

16.4        Time is of the
essence of this Agreement.

16.5        This Agreement
sets forth the entire understanding of the parties hereto with respect to the
Net Smelter Returns Royalty and supersedes any prior written or oral
understandings with respect thereto. This Agreement may be executed by facsimile
and in one or more counterparts thereof, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
The headings in this Agreement are for convenience of reference only and shall
not alter or otherwise affect the meaning hereof.

16.6        Except for the
payment of money, the obligations of the parties hereto and the time frames
established in this Agreement shall be suspended to the extent and for the
period that performance is prevented by any cause beyond either partys
reasonable control, whether foreseeable or unforeseeable, including, without
limitation, labor disputes, acts of God, laws, regulations, orders,
proclamations or requests of any governmental authority, inability to obtain on
reasonable terms required permits, licenses, or other authorizations, or any
other matter similar to the above.

16.7        If any provision
of this Agreement is or will become illegal, unenforceable or invalid for any
reason whatsoever, such illegal, unenforceable or invalid provisions will be
severable from the remainder of this Agreement and will not affect the legality,
enforceability or validity of the remaining provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto executed this Agreement
as of the date first above written.

SOUTH AMERICAN LITHIUM COMPANY S.A. CERRADA

|Per: |                      | 
|---- | -------------------- | 
|     | Authorized Signatory | 

SOCIEDAD GARESTE LIMITADA

|Per: |                      | 
|---- | -------------------- | 
|     | Authorized Signatory | 

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