Bridgeport Ventures Inc.: Exhibit 4.7 - Filed by newsfilecorp.com






Exhibit 4.7

OPTION CONTRACT FOR THE PURCHASE OF 
MINING
CONCESSIONS

RÍO CÓNDOR RESOURCES S.A. 

AND 

ORTIZ CARRASCO MARIA TERESA  

In Santiago, on December three 2009, before me there appear (...)
[NOTARY MENTIONS] (...) 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, married,, mechanical engineer, national identification card number
6,095,824-6,both domiciled in this city at Camino del Sol number 3895-7, Borough
of Lo Barnechea, hereinafter indistinctly “RCR” or “Beneficiary”, for one part,
and on the other Mrs. MARIA TERESA ORTIZ CARRASCO, Chilean, entrepreneur, with
full separation of property, identification card No. 4,480,212-0, properly
represented as will be evidenced by Mr. JULIO ERNESTO SANTANDER NOEMI,
Chilean, married to the previous appearing party and with full separation of
property, entrepreneur, national identification card number 4,535,121-1, both
domiciled in this city at No. 565 Avenida Ricardo Lyon, apartment 71, Borough of
Providencia, hereinafter also the “Offeror”, 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 “SOESMI UNA A TREINTA Y DOS” ”, whose
constitutive sentence and survey certificate are registered on folio 216 over
No. 121 of the Property Registry corresponding to the year 1949 of the registrar
of Mines of Copiapó. In turn, the title of domain in the name of the Offeror is
registered on folio 13 No. 5 of the Property Registry corresponding to the year
2000 also of the Registrar of Mines of Copiapó ́. For all purposes of this
agreement, the Offeror declares that all the mining petitions identified are in
accordance with the law and properly registered, that they are not liable to
encumbrances, prohibitions, embargoes or litigations, and their claim fees have
been duly paid and are up date. The situation of location and extension of the
mining claims identified above, is detailed in its 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 as 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, as well as all the rest of the petitions and/or
manifestations or mining concessions that the Offeror, pro se or by a
representative, may register in their name and are located fully or partially in
the area indicated in the drawing that forms Annex A of this contract,
constitute the subject 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. Mr. FRANCISCO SCHUBERT SEIFFERT in the
representation with which he is vested, hereby accepts 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 thirty six 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, who 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 giving instructions to such
notary to deliver to the Offeror 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 of acceptance, through
certified letter on the business day following that of its delivery 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, in its 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 it
will be a requirement for the acceptance, that in the deed that is issued by RCR
for this purpose the attesting Notary shall leave evidence that RCR has
delivered a sight draft in favor of the Offeror 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, 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 the price agreed. 

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 TO the Offeror. 

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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) seventy five thousand dollars that RCR
pays in this act, in its equivalent in national currency of 37,459,500 Chilean
pesos by sight draft number 1523294 of Banco Security in the name of the
Offeror, MARIA TERESA ORTIZ CARRASCO, in accordance with the exchange
rate corresponding to the observed dollar, publicized today by the central Bank
of four hundred and ninety nine point forty six pesos per dollar of the United
States of America, the Offeror, properly represented, stating that she has
received it to her full satisfaction; b) fifty thousand dollars once the period
of six months has elapsed since the date of this deed, that is to say at the
latest on June 3, 2010, (c) fifty thousand dollars after twelve months have
elapsed from the execution of this deed, i.e. at the latest on December 3, 2010;
(d) one hundred thousand dollars after eighteen months have elapsed since the
execution of this deed, that is, at the latest on June 3, 2011; (e) one hundred
and fifty thousand dollars after twenty four months have elapsed since the
execution of this deed, that is, at the latest on December 3, 2011; and (f) five
hundred and seventy five thousand dollars after thirty six months have elapsed
from the execution of this deed, that is, at the latest on December 3, 2012, 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 36 months of effectiveness of the Option subject of this letter it
must advance the payment of any sum that on account of the fixed part of the
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 on account of the fixed part of the purchase sale price must be effected.
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.
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. The
sight drafts must be issued for the sum corresponding to the installment in
question in accordance with the publicized observed exchange rate that
corresponds to the day of payment in its equivalent in pesos national currency
of Chile. The Notary will not deliver to the Offeror, or whoever represents his
rights, the sight draft which may correspond to it, except against the signature
of all of them in the corresponding public deed of receipt 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. OVERPRICE. 

Once the following conditions are complied with: (One) (a) that
RCR initiates the commercial exploitation of the Properties, decision that is a
matter of exclusive resolution of RCR, then RCR shall pay to the Offeror an
overprice consisting in a royalty – the 2Royalgy” calculated on the basis of the
sales of the minerals that are obtained from the Properties, hereinafter the
“Mineral Products”. The royalty will commence to accrue from the date on which
the condition is fulfilled that RCR commences the commercial sale of the
commercial production of “Mineral Products”. The Royalty will be calculated on
the basis of the production and sale of the “Mineral Products” equivalent to two
per cent of the "Net smelter return" – NSR. The royalty must be paid throughout
the period in which the Properties are exploited. Two) for these purposes Net
Smelter return or “NSR” will be understood to be the gross credit that RCR
receives in any determined quarter for the concept of the sale of Mineral
Products, as this term is defined in number four, following, corresponding to
the commercial value of the metals contained less successively: (i) if RCR
should make sales of concentrates or precipitates, the smelting processing costs, including, as may be the case,
metallurgical deductions, fusion and refining charges, treatment charges, fines
for impurities and costs of sales and of handling charged by the smelter,
refinery or other buyer (ii) the costs of handling, transportation and insurance
of the mineral of direct smelting (as defined hereinafter) from the Properties
or from a – concentrator, whether it is situated in or outside the Properties
(considered either individually or jointly with the mining claims referred to in
number One above) to a smelter, refinery or other treatment place, and (iii)
taxes that are applied on the value of the production, or on the basis of the
quantity produced, excluding income taxes. Three) “Direct smelting mineral" will
be understood to be any mineral of such a quality that it will have commercial
value and can be treated directly in a smelter without passing through prior
treatments of concentration, extracted from the Properties (considered either
individually or jointly with the mining claims referred to in number One above)
except concentrates, precipitates, or other material or product that come from
other mining exploitations of RCR different from the Properties and those
concessions referred to in number One) above and that are treated jointly with
the minerals extracted from the Properties (considered either individually or
jointly with the mining claims referred to in numeral One above) in which case
such concentrates, precipitates or other material or product will not be
considered as “Mineral Products”. Doré metal or other refined metallic products
that RCR obtains from the mining operations related with the Properties
(considered either individually or jointly with the mining claims referred to in
numeral One above) and that they commercialize a such, shall also be understood
to be “Mineral Products" but from their price of sale the costs of fusion and
refining in which they have actually incurred to obtain shall be deducted from
their price; and the minerals of direct smelting that RCR obtains from the
mining operations related with the Properties (considered either individually or
else jointly with the mining claims referred to in number One above) and that
they commercialize as such, adding to their sale price the costs incurred by
whoever processes them. Five) At the latest within the sixty days following each
quarter after that of the initiation of the commercial production of the
Properties and of the first sale of Mineral Products, RCR will present to the
Offeror – according to section six.four of the preceding sixth clause – a
reasonably detailed statement (recuperation, grades, production cost and other
relevant ones for the determination of NSR) on the last day of the immediately
preceding quarter or that of the initiation of the commercial production and
first sale of Mineral Products in the case of the first payment, of the
calculation of the royalty to be paid to the Offeror with respect to the
corresponding quarter. Six) Any adjustment of calculation of the royally that
could arise in accordance with what has been exposed as for example as the
result of a quarterly statement to which number eight of this clause refers,
shall be effected in the immediately following quarterly statement. Seven) For the purposes of the calculation of the
amount of the Royalty if RCR should sell a Mineral Product to one of its
related, subsidiary or affiliated companies without having negotiated the sale
price in an equal way, in such case and only for the purpose of the calculation
of the NSR and regardless of the actual amount of the sale price, RCR must add
to the actual amount of such sale price the sum that is sufficient so that such
sale price will constitute a reasonable net sale price of the Mineral Product,
as if it had been negotiated in an equal manner, after considering all the
pertinent circumstances (including without limitation, the market conditions
prevailing with respect to the Mineral Product, concentrates or other materials
or products similar to the corresponding product). 

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By notice RCR will inform the
Offeror of the amount of the reasonable sale price and if the Offeror does not
object to it within the sixty days following the receipt of such notice, such
amount will be definitive and compulsory for the purpose of this clause. Eight)
RCR will prepare a quarterly statement of the royalty at the latest within the
sixty days following the closing of each quarter, and RCR must deliver to the
Offeror immediately a copy of such statement; Nine) RCR binds itself to keep
complete records up to date as regard the production and sale of Mineral
Products, including accounts, registries statements and returns related with the
provisions of treatment and smelting of the Mineral Product, the Offeror being
authorized at all reasonable times including during a period of sixty days
following the termination or revocation of this deed, to inspect such records,
statements and returns, and to make copies thereof in order to check the amount
of the payments of royalty that RCR must make to the Offeror in accordance with
what is provided herein. The Offeror shall be entitled to ask at its own cost
for the annual audit of such accounts from external independent auditors. Ten)
all the payments for the concept of –royalty shall be considered concluding in
the full compliance of all the obligations of RCR in this connection if such
payments or their calculation are not refuted by the Offeror acting as indicated
in the preceding number, within the sixty days following the receipt by the
Offeror of the quarterly statement to which number eight above refers. Eleven)
RCR shall notify the Offeror about the date of commencement of the commercial
production and of the first commercial sale of Mineral Products. RCR may extract
reasonable quantities of mineral and rocks from the Properties (considered
either individually or else jointly with the mining claims referred to in number
One above) for purpose of sampling in volume and of assays, for which it will
not have to pay Royalty to the Offeror, unless there is income from the
corresponding mineral and rocks. Twelve) RCR will be entitled to mix with
minerals of the Properties (considered either individually or jointly with the
mining claims referred to in number One above) the mineral that it obtains from
other properties, subject to the fact that before such mixture, RCR must adopt
and apply reasonable prices and procedures of weighing, determination of the humidity content, sampling and essay, and also must use
reasonable and accurate recovery factors to establish the quantities of products
derived from or attributable to the mineral extracted and produced from the
Properties.

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 RCR will maintain accurate records of the results of the samplings
weighing and analysis of the mineral extracted and produced from the Properties
(considered either individually or else jointly with the mining claims referred
to in numeral One above). Thirteen. At any moment of this date RCR will be
entitled to acquire royalty both from the Offeror, the royalty once commercial
production of the Properties starts, paying as only price for such purchase the
sum of one million dollars in cash, which will terminate the obligation of RCR
of paying the royalty to the Offeror. Fourteen). As of the initiation of
Production of the Offeror, it will always have the possibility of being able to
sell to a third party its right to collect the Royalty agreed, subject to the
procedure called of “First refusal” which is described below. In the event that
the Offeror should decide to sell such right to a third party, they will have
the obligation to send written notice to RCR about the offer it receives from
the third party, starting to accrue from the date of reception of the notice in
the domicile of RCR, a period of sixty days so that RCR will take a decision
about such offer. RCR shall be entitled to equal the offer of which the Offeror
has given notice, and for this purpose must send written notice to the Offeror
within such time period of sixty days. If it does not reply within that time
period, it will be understood that it has decided not to acquire the right of
the Offeror to collect and receive the royalty agreed. In case RCR should decide
to acquire such right in the price and conditions offered by the third party to
the Offeror, then the purchase of the rights of the Offeror must be implemented
through a public deed within the following thirty days from the expiration of
the period of sixty days already referred to. In the event RCR does not reply or
decides not to acquire such rights within the period just mentioned then the
Offeror shall be authorized to sell its rights to such third party and in the
conditions (price and modalities, if applicable) reported in the written notice
sent to RCR. The respective contract that must be evidenced by public deed must
be executed between the Offeror and the third party in the maximum term of sixty
days counted from the expiration of the original term of sixty days that RCR has
to respond to the notice of the Offeror. If the contract is not executed with
the third party within the period indicated, it will be understood that such
offer has not been successful so that what is provided in this numeral once
again is applied. Fifteen) the Offeror declares that it is aware that the
obligation stipulated in this clause has a modal nature, since it is subject, in
each case, both to certain events or conditions and/or terms that depend from
one of the parties as also of the circumstances inherent to the mining
exploration and exploitation activities. 

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Therefore, and furthermore, the Offeror
declares that it gives its express agreement that RCR – in view of the
contractual positron of buyer that it will have eventually and considering the technical suitability and
professional experience of its administration – shall decide at its sole
judgment whether or not it starts the construction of a mine that includes one
or more of the Properties, which of such Properties it includes for exploitation
and/or for the purpose that it may consider timely or convenient, whether or not
it commences commercial production, the class, size type, modalities,
techniques, opportunity, terms and other particularities of the mine and of the
commercial production. Sixteen) Notwithstanding that the NSR royalty – mentioned
previously- has the nature of conditional or modal and for the same reason does
not derive from them resolutory action and even in the event that such
quantities or NSR royalty accrue, the Offeror, furthermore, hereby simply and
plainly waives such resolutory actions. The parties leave on record in any case,
that once the NSR Royalty has accrued as stipulated in this clause, the Offeror
will have action only to demand its payment, if this is not effected according
to this clause. 

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.

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. 

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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 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.

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, 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 given 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 with the exception of what is convened in
the following fourteenth clause.

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FOURTEENTH. OBLIGATIONS OF RCR UPON TERMINATION 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
machinery the Properties to which this Contract refers and that will be the
object of exploration completely from staff, constructions, installations,
equipment, provisions and . 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.

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
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.

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SEVENTEENTH. MORTGAGE AND PROHIBITION.

The Offeror hereby constitutes in favor of RCR, for whom its
representative accepts, first mortgage with respect to the Properties and
prohibition to encumber, alienate or dispose in any way of the Properties, or
enter into acts or contracts that limit or affect the tenancy, possession or
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 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. 

EIGHTEENTH. EXPENSES

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

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

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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 Cristian 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.

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 Mr. Julio Ernesto Santander Noemi and Mr. Francisco Schuberts
Seiffert, by private instrument authorized in the Notary of Vitacura of Mr. Luis
Poza Maldonado, on October 26 of this year has been fully complied with and they
give each other the broadest and most complete release. 

AUTHORITIES: The authority of Mr. FRANCISCO SCHUBERT
SEIFFERT to appear on behalf of RIO CONDOR RESOURCES S.A. is
evidenced in public deed delivered on July 3, 2009 in the Notary of Santiago of
Mr. Raúl Iván Perry Pefaur,  which is not inserted as it is known to the
parties and to the attesting Notary. 

The authority of Mr. JULIO ERNESTO SANTANDER NOEMI to
appear on behalf of MARIA TERESA ORTIZ CARRASCO is evidenced in public deed
delivered on September 3,1996 in the Notary of Copiapó of Mr. Luis Contreras
Fuentes, with certificate of effectiveness of November 11, 2009, delivered by
the, Judicial Archivist of Copiapó, which is not inserted as it is known to the
parties and the attesting Notary.

In witness whereof, and after reading, this is signed. Copy is
given. 

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/s/ Francisco Schubert Seiffert 

Francisco Schubert Seiffert 
On behalf of Rio
Condor Resources S.A. 

/s/ Julio Ernesto Santander Noemi 

Julio Ernesto Santander Noemi 
On behalf of Maria
Teresa Ortiz Carrasco 

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Annex A 







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