Bridgeport Ventures Inc.: Exhibit 4.6 - Filed by newsfilecorp.com





Exhibit 4.6

OPTION CONTRACT FOR THE PURCHASE OF 

MINING
CONCESSIONS

RÍO CÓNDOR RESOURCES S.A.


AND


CONTRERAS VILLAR, MARIO LEONCIO

In Copiapó, on January 23, 2010, before me [NOTARY MENTIONS],
there appear: (a) RÍO CÓNDOR RESOURCES S.A., closely held stock
corporation engaged in mining, taxpayer number 76,072,443-2 properly
represented, as will be evidenced by Mr. FRANCISCO SCHUBERT SEIFFERT,
Chilean, divorced, mechanical engineer, national identification card number
6,095,824-6 and Mr.

MARCELO ANTONINO OLIVARES CABRERA, Chilean,
unmarried, lawyer, national identification card No. 10,703,661-K, all domiciled
in the city of Santiago and in transit in this city, at Camino del Sol number
3895-7 Borough of Lo Barnechea, hereinafter indistinctly “RCR” or the
“Beneficiary”; (b) Mr. MARIO LEONCIO CONTRERAS VILLAR, Chilean,
pensioned, married and with full separation of property, national identification
card number 2.800.468 -0, domiciled in this city at No. 177 Vicuña St., Borough
of Copiapó hereinafter indistinctly and as may be pertinent the “Offeror” or the
“Mortgagor” and (c) Mr. LUIS JUAN DEPETRIS DEFLORIAN, Chilean, married,
and with full separation of property, entrepreneur, national identification card
number 6.462,196 -3, pro se and on behalf, as will be evidenced Asesorías e
Inversiones Invermondo Limitada, limited liability company engaged in the
business of its denomination, TPN 77.931.440 -1, both domiciled in the
city of Santiago, and in transit through this city, at Avenida Eduardo Frei
Montalva number 9870, Borough of Quilicura, hereinafter indistinctly and jointly
the “Mortgagee”, the appearing parties of legal age who evidenced their identity
with the aforementioned cards and state:

FIRST: MINING CONCESSIONS SUBJECT OF THE CONTRACT.


The Offeror declares that it is the only and exclusive owner of
the mining claims called “SIMONETTA UNA AL VEINTE”, whose constitutive
sentence and survey certificate are registered on folio 747 over, number 182 of
the Property Registry corresponding to the year two thousand of the Registrar of
Mines of Copiapó that constitutes the title of domain in the name of the
Offeror. For all purposes of this Contract, the Offeror declares that the mining
claims identified above are in accordance with the law and properly registered,
that they are not affected by encumbrances, prohibitions, embargoes or
litigations with the exception of the mortgage and prohibition indicated in the following seventh
clause of this instrument. Likewise, the Offeror declares that the claim frees
of such mining concessions are properly paid and up to date. The situation of
location and extension of the mining claims identified above, is detailed in
their survey certificate and drawing and also in the drawing that forms Annex A,
which properly signed by the parties, is understood to form part of this
instrument, being notarized under the same repertory of this deed.

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 SECOND. DENOMINATION OF THE CONCESSIONS. 

The parties agree that the group of mining claims identified in
the first clause above, including, if relevant, petitions and/or manifestations
or mining concessions that the Offeror, pro se or by a representative, may
register in its name and are located fully or partially in the area covered by
these mining claims and indicated in the drawing that forms Annex A of this
contract, constitute the object of the mining Option subject of this contract,
which will be called hereinafter for the purposes of this contract, the
“Properties”.

THIRD. PURPOSE OF THE CONTRACT.


The Offeror hereby grants in favor of RCR Option to buy and
offers irrevocably to sell, assign and transfer, in the terms of article 169
final paragraph of the Mining Code, the Properties identified in the first
clause of this instrument in the way, terms and modalities that are expressed in
the following clauses, hereinafter indistinctly the “Option”. Mr. FRANCISCO
SCHUBERT SEIFFERT and Mr. MARCELO ANTONINO OLIVARES CABRERA, in the representation
with which they are vested, hereby accept for RCR, in the terms of article 169
of the Mining Code, the Option referred to, RCR reserving the faculty of
accepting or rejecting the offer in the form, conditions and modalities that are
expressed in this instrument. The period in which the Beneficiary of the Option
or its assignees or successors may freely accept or reject the offer to purchase
the properties, will expire at midnight of the last day of the period of forty
eight months, as of this date. Therefore, at any moment before the expiration of
such period, RCR, or whoever may succeed it in its rights, if up to date in the
payments referred to in clause six, may express its will to enter into the
purchase sale, in which case it must only pay the balance of price that is
pending, after imputing the sums already paid, in accordance with the sixth
clause of this contract. In the event that RCR or whoever may succeed it in its
rights, does not express its intention within the period indicated or does not
pay any one of the installments that are detailed in letters (b) to (f) of
numeral six one of the following sixth clause, it will be understood that it
does not desire to persevere in the business and consequently the Option will
expire. The payment of the sums pending payment of the price of purchase sale at
the time the Option is exercised, must be made directly to the Offeror or whoever may represent it especially
for this purpose or else, if it cannot be done in that way, leaving in the hands
of the Notary before whom the deed of acceptance of the offer is issued, that
will be the same Notary who attests to his deed or whoever may replace,
substitute or succeed him, sight draft issued in favor of the Offeror and of the
Mortgagee, if pertinent, with instructions granted to such notary to deliver to
the Offeror and the Mortgagee, if pertinent, or whoever represents its rights,
such document once the registration of the Properties is evidenced in favor of
the Beneficiary, free from any encumbrance, prohibition, embargo or litigation.

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 The acceptance of the offer must be expressed within the time period indicated,
through a public deed delivered before the Notary who attests, or whoever may
replace or succeed him in his Notary, copy of which, together with copy of the
instructions of payment of any balance pending payment of the price at the date
of the exercise of the Option as indicated previously, must be sent to the Offeror to the domicile indicated in the appearance of this instrument or that
which has been reported in writing to the Beneficiary before the time or
acceptance, through certified letter on the business day following that of the
delivery of the public deed of acceptance. The same notice shall be sent to the
Mortgagee in the event that at the date of the acceptance any of the payments
indicated in section 7.3 of the seventh following clause is pending. In such
event , the Registrar of Mines of Copiapó, having in sight the certified copy of
this deed and an authentic copy of the deed of acceptance delivered by RCR or by
whoever may succeed him as Beneficiary or assignee of the Option, shall register
the domain of the Properties in favor of RCR or, if this is the case, in the
name of its successors or assignees, in accordance with what is provided in the
final paragraph of Article 169 of the Mining Code. Likewise with the sole merit
of the deeds referred to and at the request of their bearer, the Registrar of
Mines of Copiapó will proceed to release and cancel the prohibitions and
limitations that are hereby constituted in favor of the Beneficiary of the
Option and to make the annotations of release on the margin of the registrations
that are made of this Option in the pertinent Records of such Registrar. The
parties agree that for the acceptance that is issued by RCR for this purpose it
is a requirement that the attesting Notary shall leave evidence that RCR has
delivered a sight draft in favor of the Offeror and of the Mortgagee if
pertinent, with the unpaid balance of the price at the date of acceptance of the
Option. In the event that for any reason or motive RCR does not exercise the
purchase Option of the Properties subject of this contract, any sum already paid
to the Offeror on account of the price of the purchase sale offered, shall
remain in its favor in the way of an advanced and only indemnification of any
damage that could be caused if the Option is not exercised. If RCR according to
what has been contracted should refuse the Option and does not exercise it
within the period fixed, with the sole merit of this deed, or of the document in
which the Beneficiary of his Option expresses its decision not to
exercise it, the Offeror may request the Registrar of Mines of Copiapó mentioned
previously to release and cancel any registration, subregistration and
annotation that may have been made in relation with this contract.

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FOURTH. AUTHORIZATION OF EXPLORATION


According to what is provided by article 53 second paragraph of
the Mining Code, and in its case, by the articles 107, 113 and 116 of the same
legal body, the Offeror hereby grants to RCR authorization to perform all the
works that are necessary to recognize the geologic potential of the lands
comprised by the Properties subject of this Contract. The Offeror authorizes
RCR, hereby, to carry out exclusively exploration and prospecting operations on
the Properties throughout the duration of this contract. Making use of the right
of exploration and within the term indicated RCR is understood authorized to
effect pro se and through its technical personnel or with the concourse or
participation of third parties all kinds of investigation, reconnaissance,
exploration and prospecting, being able to make test pits, perform analyses,
drilling, galleries, tunnels, roads and other reconnaissance work. RCR will also
be especially authorized to request in favor of the Properties, mining easements
of those contemplated in articles 120 and following and 126 and following of the
Mining Code, RCR being responsible for the payment of the compensations or
indemnifications to which the constitution of such easements gives rise while
this Contract is effective, without any charge for the Offeror. RCR will be
responsible for all the activities executed in the Properties subject of this
contract. Likewise, RCR binds itself to carry out its activities in accordance
with the technical guidelines, of protection to the environment and of safety
established in the pertinent legal and regulatory norms, requesting the permits
and authorizations that may be relevant. In no event will RCR assume
responsibility of any kind for the conditions of the place where the mining
claims are located, derived from the activities developed prior to this date,
responsibility that is of exclusive account of the Offeror.

FIFTH: MAINTENANCE OF THE PROPERTIES.

5.1. While this Contract is effective, it will be the
responsibility of RCR to perform all the actuations that mining legislation
contemplates destined to the defense of the Properties from all actions of third
parties that pretend to obtain their expiration or extinction or overlapping,
RCR being obliged to take charge only while this contract is effective, of the
full and timely payment of the claim fees to which the Properties are liable,
under its exclusive cost and responsibility, as well as any cost related with
the maintenance and protection of the Properties, without any charge to the
Offeror, nor for which restitution can be claimed, nor impute to the price of
the purchase sale agreed. 

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5.2. The parties leave on record that RCR, acting in the name
and in representation of the Offeror will be hereby authorized to cover the
Properties with a layer of exploration and/or exploitation mining concessions
that overlap them, concessions that if the Option is not exercised must be
transferred to the Offeror by RCR in the stage of proceedings in which they are,
free from cost for the Offeror. 

5.3. In order to authorize RCR to defend the Properties
judicially, including the request for mining legal easements in favor of the
Properties the Offeror hereby grants to RCR special mandate, as broad as
necessary for the proper fulfillment of its commission, mandate that can Be
exercised by RCR through any of its ordinary or special attorneys in fact,
releasing it from the obligation to render account of its omission, RCR
informing the Offeror in a timely manner about the actuations that they may
perform under this mandate at their sole request. 

SIXTH. PRICE OF THE PURCHASE SALE OFFERED.
 

6.1. It will be the equivalent of a million dollars to be paid
by RCR on the following opportunities: (a) thirty thousand dollars that RCR pays
in this act, for their equivalence in national currency of 14,962,500 Chilean
pesos through check number 007237897 of Banco Security in the name of the
Offeror, MARIO LEONCIO CONTRERAS VILLAR, according to the value of the observed
exchange rate publicized on Friday January 22, 2010 by the Central Bank of
498.75 per dollar of the United States of America, the Offeror declaring that it
has received it to its full satisfaction; (b) ten thousand dollars after six
months have elapsed from the date of this deed, that is at the latest on July
23, 2010; (c) sixty five thousand dollars after twelve months have elapsed from
the signing of his deed, this is, at the latest on January 23, 2011, without
prejudice to what is indicated in section 7.3 of the following seventh clause;
(d) one hundred and fifty thousand dollars after 24 months have elapsed from the
signing of this deed, that is, at the latest on January 23, 2011 without
prejudice to what is indicated in the section 7.3 of the following seventh
clause; (e) two hundred and forty five thousand dollars after 36 six months have
elapsed from the signature of this deed, that is, at the latest on January 23,
2013; and (f) five hundred thousand dollars after 48 months have elapsed from
the signing of this deed, that is, at the latest on January 23, 2014, and
against the acceptance by RCR of the offer and the registration in its name of
the Properties in the Property Registry of the Registrar of Mines of Copiapó. In
the event RCR should decide to exercise the Option before the expiration of the
period of 48 months of effectiveness of the Option subject of this letter, it
must advance the payment of any sum that on account of the fixed price of the
purchase sale that it owes on the date of the exercise of the Option in such a way that the fixed part of the
price of the purchase sale price is fully paid. 

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6.2 If RCR wishes to desist from the Option subject of this
Contract, it promises to communicate it in writing to the Offeror in a period
that cannot be less than thirty days from the expiration date of the payment
which must be effected on account of the fixed part of the purchase sale price.
In the event that for any reason or motive RCR delays in effecting a payment of
those detailed in letters (b) to (f) referred to previously, then RCR will have
a waiting period of fifteen days from the date of expiration of the respective
installment to get up to date in the payment. If RCR does not make the pertinent
payment within such term, it will be understood that it desists from exercising
the Option, subject of this contract and the contract will terminate ipso facto,
without the need of judicial or arbitral declaration.

6.3 The payment of each one of the price installments in
letters b) to (f) of number six.one above will be effected in the offices of the
Notary attesting to this deed or whoever succeeds, substitutes or replaces him,
against the signature of the Offeror, of the pertinent public deed of receipt,
as well as that which corresponds to the Mortgagee in its case. The burden or
optional obligation of the Beneficiary for the Offeror of paying each one of the
installments of price mentioned in this section, will be entirely complied with
and in a timely manner, upon payment of each of the price installments mentioned
in this section, with the delivery to the Notary that attests to this deed, of a
sight draft issued in the name of the Offeror, and in its case the Mortgagee,
for the pertinent sum. Each sight draft must be delivered at the latest within
the time periods that are mentioned in literals (b) to (f) of section 6.1 above.
The sight drafts must be issued by the sum corresponding to the installment in
question in accordance with the observed publicized exchange rate that may
correspond to the day of payment in its equivalent in pesos national currency of
Chile. The Notary will not deliver to the Offeror, and to the Mortgagee in its
case, or whoever represents his rights, the sight draft which may correspond to
it, except against the signature of all of them in the pertinent public deed of
receipt (with granting or cancellation and release in the case of the Mortgagee
in the terms of the section 7.4 of the seventh clause below). The memorandum of
the public deed of receipt will be delivered by RCR to the intervening Notary.
The notaries dues that are caused by reason of these payments will be for
account of the Beneficiary. 

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SEVENTH. MORTGAGE DEBT, PAYMENT AND RELEASE OF
ENCUMBRANCES.

7.1. By public deed of October 13, 2008, delivered in the
Notary of Copiapó of Mr. Hernán Cañas Valdés, Mr. Mario Leoncio Contreras
Villar, Mr. Luis Juan Depetris Deflorian and Asesorías e Inversiones
Invermondo Limitada signed an agreement called “Transaction, Resciliation of
Purchase Sale of Mining Claims, Release and Transaction”, hereinafter the
“Transaction” by virtue of which, principally, such parties annulled a sale of
the mining claims “Simonetta 1 al 20” (subject of the present option.) of Mr.
Mario Leoncio Contrreras Villar to Asesorías e Inversiones Invermondo Limitada, the former
maintaining the domain of such mining claims, recognizing a debt of four
thousand two hundred Unidades de Fomento in favor of Mr. Luis Juan Depetris
Deflorian and Asesorías e Inversiones Invermondo Limitada, payable in cash
to the latter in the event of the subscription of a deed of purchase sale or of
sales option or any other convention that would imply a payment in favor of Mr.
Mario Leoncio Contreras Villar for the concept of the mining
claims “Simonetta 1 al 20” for the sum of the Debt as minimum (the “Debt”). 

7.2. In order to guarantee the payment of the Debt indicated in
the preceding section, Mr. Mario Leoncio Contreras Villar constituted
over the mining claims “Simonetta 1 al 20” in favor of Mr. Luis Juan Depetris
Deflorian and Asesorías e Inversiones Invermondo Limitada the following
encumbrances: (I) Mortgage registered on folio 129, number 512, of the Registry
of Mortgages and Encumbrances corresponding to the year 2000 of the Registrar of
Mines of Copiapó and (ii) Prohibition to encumber and alienate and to enter into
any kind of acts and contracts, registered on folio 57, number 33, of the
Registry of Prohibitions and Interdictions corresponding to the year 2000 of the
same Registrar of Mines.

7.3. The Mortgagor, Mr. Mario Leoncio Contreras Villar
hereby binds himself to pay the debt to the Mortgagee, that is, jointly Mr.
Luis Juan Depetris Deflorian and Asesorías e Inversiones Invermondo
Limitada, in the following terms:

(i) For the purpose of this agreement, the parties convene in
transforming the Debt Recognized in four thousand two hundred Unidades de
Fomento, to the sum of US$ 176.000 (one hundred and seventy six thousand dollars
of the United States of America. 

(ii) The Mortgagor binds itself to pay to the Mortgagee the
aforementioned sum in two installments, the first of US$ 50,000 (fifty thousand
dollars of the United States of America) payable with the proceeds of the payment
that must be made to RCR of the installments indicated in sections c) and d) of
section 6.1 of the sixth clause above. 

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(iii) for the purpose of materializing such two payments, the
Mortgagor authorizes and hereby gives special and irrevocable mandate to RCR so
that if this Option Contract remains in effect at the date when each of the
payments referred to must be made, pay directly to the Mortgagee the sums
detailed in the previous literal deducting such amounts from the value of the
installments that it must receive in the capacity of Offeror of this Option.
Furthermore, the Mortgagor consents and accepts hereby that if the payment is
relevant, it will directly receive from: 1) the installment indicated in letter
c) of section six.one of the sixth clause, the sum of fifteen thousand dollars,
the remaining fifty thousand dollars being applied to the payment of the Debt,
in the terms mentioned in this section; and 2) the installment indicated in
letter d) of section 6.1 of the sixth clause, the sum of twenty four thousand
dollars, the remaining one hundred and twenty six thousand dollars to be applied
to the payment of the debt, also in the previous terms of this section. Record
is expressly left of the fact that the mandate that is hereby given by the
Mortgagor to RCR is of a gratuitous nature and that the attorney in fact is
exempted from the obligation to render account of its fulfillment.

(iv) With respect to the payments that RCR must make to the
Mortgagee by virtue if this section seven.three, y will be made in a sight draft
taken to the order of Mr. Luis Juan Depetris Deflorian, for which the
Mortgagee confers to him a special and irrevocable mandate in order that he may
receive such payments, give receipts, cancellations and releases, and subscribe
the rest of the acts or contracts, by public or private instrument, that may be
pertinent, even being able to transact wherein necessary. 

(v) Once both installments of the debt are paid and cancelled,
the Mortgagor may request the Mortgagee for a public deed of release of the
transaction. 

7.4. Mr. Luis Juan Depetris Deflorian, pro se and on
behalf of Asesorías e Inversiones Invermondo Limitada hereby releases for
the sole effect of the execution of this Option Contract the constitution of the
mortgage and prohibition identified in section 7.2 above. This mortgage and
prohibition will be cancelled and released definitively against the payment of
the second installment of the Debt at the time of the payment of the price
installment of the Option indicated in literal d) of section 6.1 of the sixth
clause above. For these purposes, the Mortgagee binds itself to grant such
declaration of cancellation and release of the mortgage and prohibition in the
deed of receipt for payment to which section 6.3 of such clause six refers. 

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7.5. In case RCR should wish to desist from the Option subject
of this contract before January 23, 2012, RCR binds itself to give written
notice to the Mortgagee in a period that cannot be under thirty days of the due
payment date that on account of the fixed part of the price of purchase sale has
to be made until such date according to section 6.1 of clause six above. In the
event that for any reason or motive RCR should delay in making a payment of
those detailed in letters b) to (d) of such section 6.1 of clause six above,
when RCR has a waiting time of fifteen days from the date of the expiration of
the respective installment to get up to date in the payment. 

If as a consequence of the termination of this Contract the
Mortgagee does not receive the payment of one or of both installments indicated
in section 7.3 above, it will be understood that the debt is still unpaid,
either for the total or the balance that may be pertinent as may be the case.


7.6. Furthermore, the Mortgagor and the Mortgagee expressly
declare that RCR has no obligation of any kind for the Mortgagee with respect to
the debt or any other type of obligation relative to the Transaction, RCR acting
only and exclusively by instruction and mandate of the Mortgagor, in the terms
indicated in this seventh clause. Likewise, the Mortgagee recognizes expressly
that any notice and other acts that RCR promises to carry out in its favor in
this contract constitute acts of mere liberality that do not constitute
contractual obligations for RCR or that give rise to claims o an action on the
part of the Mortgagee against RCR in case of omission, delay or imperfection in
its fulfillment.

EIGHTH: OBLIGATION OF THE OFFEROR WITH RESPECT TO THE
PROPERTIES.
 

The Properties subject of this Option must be maintained during
their effectiveness by the Offeror free from any encumbrance, prohibition (with
the exception of the mortgage and prohibition that in this same instrument is
constituted in favor of RCR), embargo and litigation, and the Properties must be
in such situation at the time when the Offer is accepted and if the purchase
sale offered is implemented. It will be the obligation of the Offeror to perform
at its cost all the actuations that RCR may require during the effectiveness of
the Option tending to solve any defect or objection of the domain titles of the
Properties. If this is not done RCR may request the arbitrator to keep in his
hands all or part of the price of the Option until this has been corrected
according to the law. 

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NINTH. STATE IN WHICH THE PROPERTIES WILL BE SOLD.
 

The Properties will be sold as they are, with all their uses,
entitlements, rights and easements registered, the seller responding for the
clearing of title in accordance with the law. 

TENTH. RESPONSIBILITY FOR THE OBTAINMENT OF THE PERMITS
 

The parties place on record that the obtainment of any kind of
permits that may be required for the exploration and/or exploitation of the
Properties will be for the exclusive account of RCR, and in this case the
Offeror must provide all the collaboration that is possible. 

ELEVENTH. ASSIGNMENT OF RIGHTS
 

It is hereby convened that RCR will be authorized to assign
either fully or partially the rights and obligations that arise for it from this
Contract, the assignee becoming responsible for the same obligations that RCR
contracts in this instrument and about which express record must be left in the
assignment contract, for which it will suffice to send to the Offeror written
notice about such assignment, to which a true copy of the assignment contract
will be attached. The Offeror cannot assign any of its rights and obligations
without the prior written consent of RCR. 

TWELFTH. FORCE MAJEURE


It is hereby convened that the obligations assumed by RCR by
virtue of this Contract in favor of the Offeror, specifically those relative to
the payment of the price of purchase sale detailed in the sixth clause above,
will be suspended in cases when events constitutive of Force Majeure occur
according to the definition of such concept by Article 45 of the Civil Code,
including events such as, but although this is not limitative, expropriation or
confiscation of the facilities, fulfillment of orders or requirements of any
governmental authority, opposition of the owners of superficial lands comprised
by the Properties, acts of war, rebellion, sabotage and damages that result from
them, fire, floods, earthquakes, explosions or accidents, popular riots, illegal
strikes or other similar cause, whether of the same kind or nature or that have
not been under the control of RCR, and that even exercising reasonable care
could not have been prevented. This does not release RCR from its obligation of
maintenance of the Properties, including the payment of the claim fees. RCR must
give notice in writing to the Offeror and if pertinent, to the Mortgagee, of any
event of Force Majeure within the period of ten calendar days, counted from the
date on which such event occurred. Once the event has terminated RCR must also
communicate it in writing, and the fulfillment of the obligations will be
resumed immediately. In case of disagreement in the qualification of the
eventual force Majeure, the Offeror may resort to the arbitrator appointed in this instrument,
requesting what is considered convenient for its rights.

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THIRTEENTH. NOTICE OF TERMINATION OF CONTRACT


At its sole discretion, during the effectiveness of this
Contract, RCR may terminate it at any moment giving notice to the Offeror and,
if the payment of the debt is still pending, also to the Mortgagee, applying
what is provided in Number six point four of the sixth clause above – with 30
days advance, subject to the fact that it complies with all the obligations that
are detailed in the following fourteenth clause. In any event, if the Option is
not exercised within the period of forty eight months conferred in this
Contract, notwithstanding not sending such notice, it will be understood that
RCR has waived such exercise. From the date of such notice, RCR will cease to
have any obligation with respect to the Properties and payments to the Offeror
(and consequentially to the Mortgagee in the event its Debt is still unpaid)
with the exception of what is convened in the following fourteenth clause.

FOURTEENTH. OBLIGATIONS OF RCR UPON TERMNATION OF THE
CONTRACT.


If for whatever reason the purchase sale offered is not
implemented, RCR must deliver free to the Offeror the information obtained as a
result or on occasion of the exploration made in accordance with this Contract
both geological, of drillings, samplings, geophysics, analyses, core drills,
grades, etc., the list given being merely exemplary. Likewise, RCR must clear
the Properties to which this Contract refers and that will be the object of
exploration completely from staff, constructions, installations, equipment,
provisions and machinery. RCR must comply with these obligations within the
maximum term of sixty days, counted as may be pertinent from the date on which
it gives notice by certified letter of its decision of not persevering in the
purchase sale contract offered or else when the period of effectiveness of the
option expires.

FIFTEENTH. EXCHANGE RATE.


The quantities of currency expressed in dollars in this deed
will be liquidated in pesos, national currency, at the Exchange rate of the
observed dollar of the United States of America published in the Official
Gazette on the day of the respective calculation, in accordance with what is
provided in No. 6 of chapter I of the Compendium of International Exchange
Rules. In the absence of such rate of exchange, the rate of Exchange to which
reference is made in article 20 first paragraph of Law 18,010 will be
applied.

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SIXTEENTH. COMMUNICATIONS AND NOTICES. 

Any notice or communication that one of the parties must send
to the other as stipulated herein, and provided it does not contemplate a
special form of notice, must be sent in writing, in Spanish, to the Offeror, and
to the Mortgagee if pertinent and it will be considered delivered if the party
notified receives it in its domicile indicated at the beginning of this
Contract, or, if it is sent by certified mail, the remittance is made by a
Notary Public with the rights prepaid and the letter is addressed to such party
in its aforementioned domicile. In the notices by certified letter the party to
whom it is addressed will be understood notified on the fifth business day after
it is sent. Either of the parties can, through notice sent to the other party in
the way foreseen in this Clause, change its domicile for the reception of such
notices. The notices can also be sent by fax or electronic mail, but the
original must be sent by Mail or by hand within the following twenty four
hours.

SEVENTEENTH. MORTGAGE AND PROHIBITION.

In order to guarantee the proper fulfillment of this contract,
the Offeror hereby constitutes in favor of RCR, for whom its representative
accepts, second degree mortgage with respect to the Properties and prohibition
to encumber, alienate o4r dispose in any way of the Properties, or enter into
acts or contracts that limit or affect the tenancy, possession or4 ownership of
the Properties without the prior and written consent of RCR, including among the
Properties the exploration concessions or mining claims that succeed or
substitute such Properties, for which the Offeror must concur at the simple
requirement of RCR to the execution of the deeds that may be necessary to
materialize such mortgages and prohibitions. Once the acceptance of the offer of
purchase dealt with in this Contract is given or else if such Option is waived,
the mortgage and prohibition will have no value or effect and the Registrar of
Mines of Copiapó may be requested to release them. It is placed on record that
upon release of the mortgage and prohibition constituted in favor of Luis Juan
Depetris Deflorian and Inversiones Invermondo Limitada, as stipulated in
sections 7.1 and 7.2 herein, this in accordance with the conditions indicated
previously, the mortgage that through this clause is constituted will, only for
that fact, become first degree mortgage, without the need of any declaration,
which will be placed on record by the respective Registrar of Mines upon
exhibition of this instrument.

EIGHTEENTH. EXPENSES

The dues charged by the Notary and the Registrar of Mines and
Real Estate shall be for account of RCR.

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NINETEENTH . ARBITRATION.

Should there arise any discrepancy, difficulty, difference of
opinion or controversy between the parties in relation with the effectiveness of
this Contract, the validity, interpretation, breach, partial fulfillment,
execution or partial lack of execution or resolution thereof or any other cause
in relation with this agreement, will be resolved by arbitration, hereby
appointing for such purpose and in the order indicated Mr RAFAEL VERGARA
GUTIERREZ, if he should be unable, Mr. JUAN LUIS OSSA BULNES and in
defect of the latter Mr. CARLOS HOFFMANN CONTRERAS. If none of the
above can accept the position, the respective arbitrator shall be appointed in
accordance with the Regulations of Centro de Arbitrajes de la Cámara de Comercio
de Santiago A.G., whose provisions are evidenced in the public deed of December
10, 1992 delivered in the Notary of Santiago of Mr. Sergio Rodríguez Garcés, and
its subsequent modifications that form an integral part of this clause, the
parties declare they know and accept. The parties shall appoint the arbitrator
ex aequo et bono by mutual agreement and in case of disagreement, the parties
grant special irrevocable mandate to Camara de Comercio de Santiago A.G., so
that, at the written request of either of them, he may appoint the arbitrator ex
aequo bono from among the members of the arbitral corps of Centro de Arbitrajes
of that Chamber and who is or has been Professor of Mining Law of any of the
Faculties of Law of the Universidad de Chile or Universidad Católica de Chile,
or, otherwise a Professor of Civil Law of any of such Faculties. There will be
no appeal against the resolutions of the arbitrator, so that the parties
expressly waive them. The Arbitrator will be especially authorized to resolve
any matter related with his competence and/or jurisdiction.

TWENTIETH. JURISDICTION.
 

For all legal purposes that
can be derived from this agreement, the parties establish their domicile in the
city of Santiago.

TWENTY FIRST- FACULTY.

The bearer of a certified copy of this deed is empowered to
request the registrations, subregistrations and annotations in the Registrars
that may be relevant. Messrs. Jorge Christian Quinzio Santelices and Marcelo
Antonino Olivares Cabrera are also authorized so that either of them may correct
the errors of citation or omission in the parts where they may have incurred in
this Contract with respect to the identification of the Properties and for this
purpose may present one or more memoranda with the respective Registrar and/or
deliver or sign deeds or public or private instruments which are necessary or
convenient.

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TWENTY-SECOND: ONLY AND DEFINITIVE AGREEMENT

The appearing parties declare that this Option Contract
constitutes their only and definitive agreement with respect to the Properties,
declaring furthermore that the Letter of Intent executed between the Offeror,
represented by Mrs. Maria Hortensia Contreras Guaita and RCR by private
instrument authorized in the Notary of Copiapó of Mr. Hernan Cañas Valdes, on
November 6, 2009, has been fully complied with and they give each other the
broadest and most complete release.

AUTHORITIES: The authority of Mr. FRANCISCO SCHUBERT
SEIFFERT and of Mr. MARCELO ANTONINO OLIVARES CABRERA to appear on
behalf of RIO CONDOR RESOURCES S.A. is evidenced in public deed delivered
on December 15, 2009 in the Notary of Santiago of Mrs. Antonieta Mendoza
Escalas, which is not inserted as it is known to the parties and to the
attesting Notary. 

The authority of Mr. LUIS JUAN DEPETRIS DEFLORIAN to
appear on behalf of Asesorías e Inversiones Invermondo Limitada is evidenced in
public deed delivered on March 11 2003, delivered in the Notary Public of
Santiago of Mr . Enrique Morgan Torres, which is not inserted as it is known to
the parties and to the Attesting Notary.

IN WITNESS WHEREOF, after reading, this is signed. Copy is
given.

	/s/ Francisco Schubert Seiffert 
	Francisco Schubert Seiffert
	On behalf of Rio Condor Resources S.A. 
	  
	/s/ Marcelo Antonino Olivares Cabrera 
	Marcelo Antonino Olivares Cabrera
	On behalf of Rio Condor Resources S.A. 
	  
	/s/ Mario Leoncio Contreras Villar 
	
     Mario Leoncio Contreras Villar 

	 
	/s/ Luis Juan-Depetris Deflorian 
	Luis Juan-Depetris Deflorian 
	By himself and on behalf of Asesorias e Inversiones
      Invermondo Limitada 


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