Bridgeport Ventures Inc. - Exhibit 4.13 - Filed by newsfilecorp.com






Exhibit 4.13

OPTION AGREEMENT FOR PURCHASE OF MINING CONCESSIONS

RIO CONDOR RESOURCES S.A. 

AND 

SOCIEDAD LEGAL MINERA ELIANA II UNA DE LA SIERRA SAN MARCOS


In Copiapó, on , on November 5th 2009, before me, HERNAN
  CAÑAS VALDES, Lawer, Public Notary and Permanent Mining Conservator
  of this Province with trade in O’Higgins street number 776, there appear:
  RIO CÓNDOR RESOURCES S.A., closely held stock corporation engaged
  in the mining business, TPN 76,072,443-2, properly represented, as will be evidenced
  by Mr. Francisco Schuberts Seiffert, Chilean, married, mechanical engineer,
  national identification card No. 6,095,824-6, both domiciled in the city of
  Santiago, and in transit through this city, at Camino del Sol Number 3895-7,
  municipality of Lo Barnechea, hereinafter indistinctly “RCR”
  or the “Beneficiary” for one part; and for the other SOCIEDAD
  LEGAL MINERA ELIANA II UNA DE LA SIERRA SAN MARCOS, properly represented
  by its shareholders Mr. JAIME BARAHONA BALBONT¥N, Chilean, married,
  miner, national identification card No. 8.893.132 -7, domiciled in this city
  at Salitrera Laguna No 2210, villa El Palomar, Copiapó, for 35 shares;
  Mr. CARLOS BARAHONA TIRADO, Chilean, married with separation on marital
  property, miner, national identification card No. 12,803,560-5, domiciled at
  Parcela No 16, Nantoco, municipality of Tierra Amarilla, for 35 shares
  and SERVICIOS JURÍDICOS E INVERSIONES KOPIAP Y COMPAÑÍA
  LIMITADA, represented by Mr. JULIO CÉSAR MORALES NEYRA, Chilean,
  married with separation on marital property, lawyer, national identification
  card No. 6.292.989 -8, both domiciled at Colipí No 660. Copiapó
  municipality, for 35 shares and SOCIEDAD LEGAL MINERA ELIANA III UNA DE LA
  SIERRA SAN MARCOS, properly represented by its Shareholders Mr. JAIME BARAHONA BALBONTÍN,
  Chilean, married, miner, national identification card No. 8.893.132 -7, domiciled
  in this city at Salitrera Laguna No 2210, villa El Palomar, Copiapó,
  for 35 shares; Mr. CARLOS BARAHONA TIRADO, Chilean, married with separation
  on marital property, miner, national identification card No. 12.803.560 -5,
  domiciled at Parcela No 16, Nantoco, municipality of Tierra Amarilla, for
  35 shares; and SERVICIOS JURÍDICOS E INVERSIONES KOPIAP Y COMPAÑÍA
  LIMITADA, represented by Mr. JULIO CÉSAR MORALES NEYRA, Chilean,
  married with separation on marital property, lawyer, national identification
  card No. 6.292.989 -8, both domiciled at Colipí No 660. Copiapó
  municipality, for 30 shares, hereinafter jointly the “Offerors”, the
  appearing parties of legal age, who evidenced their identity with the aforementioned
  cards and state:

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FIRST. MINING CONCESSIONS SUBJECT OF THE AGREEMENT. 

The Offeror declares that it is the only and exclusive owner of
the mining claim called “ELIANA II 1 to 22” , whose constitutive sentence
and survey certificate are registered on folio 107 over number 51 of the
Registry of Property corresponding to the year 2009 of the Registrar of Mines of
Copiapó. On the other hand, SOCIEDAD LEGAL MINERA ELIANA III UNA DE LA SIERRA
SAN MARCOS, declares to be the only and exclusive owner of the mining claims
called “ELIANA III 1 al 2”, whose constitutive sentence and survey
certificate are registered on folio 366 over number 143 of the Registry of
Property corresponding to the year 1986 of the Registrar of Mines of Copiapó.
For all purposes of this Agreement, the Offeror declares that the aforementioned
mining claims are in accordance with the law, that they are not liable to
encumbrances, prohibitions, embargos or litigations, with the exception of(i) a
lease agreement in favor of Mr. Sergio Darío Barahona Tirado, that is evidenced
in public deed of August 15, 2004, delivered in the Notary of Copiapó of Mr.
Hernán Cañas Valdés, registered on folio 158, number 42 of the Registry of
Mortgages and Encumbrances of the year 2004 of the Registrar of Mines of Copiapó
and (ii) a sublease agreement of Mr. Sergio Darío Barahona Tirado, in favor of Mr. Omar Osvaldo Barril Santana, which will
be terminated by virtue of public deed that must be deliver at least in the next
10 business days by Mr. SERGIO DAR¥O BARAHONA TIRADO, before individualized, who
will be personal and directly responsible of that termination.

2




The situation of location and extension of the mining claims
identified above is detailed in a sketch that is contained in Annex A, which
properly signed by the parties is understood to form part of this instrument,
being notarized under number 12 of repertory of this deed. .

SECOND. DENOMINATION OF THE CONCESSIONS. 

The parties agree that the group of mining claims identified in
the first clause above, constitute the subject of the mining Option matter of
this Agreement, which will hereinafter be called for the purposes of this
Agreement the “Properties”.

THIRD. PURPOSE OF THE AGREEMENT 

The Offeror hereby grants in favor of RCR Option to purchase
and offers it 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 hereof, in the form, conditions and modalities that are expressed in the
following clauses. Mr. Francisco Schuberts Seiffert, in the representation with
which he is vested, accepts for RCR, in the terms of article 169 of the Mining
Code, the Option referred, to RCR reserving the authority of accepting or
rejecting the offer in the form, conditions and modalities that are expressed in
this instrument. 

The period within which the beneficiary of the Option or its
assignees or successors may freely accept or reject the offer of purchase of the
Properties will expire at midnight of the last day of the period of 48 months as
of this date. 

3




Therefore, at any time before the expiration of such period, RCR
or whoever may succeed it in its rights, if up to date in the payments to which
clause six refers, 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 Agreement. In the
event RCR or whoever succeeds it in its rights, does not express its intention
within the period indicated or does not pay any of the installments that are
detailed in letter (b) to (e) of number 6.1 of the sixth clause below, it will
be understood that it does not wish to persevere in the business and
consequently the Option will lapse. The payment of the sums pending payment of
the purchase sale price at the time the Option is exercised, shall be made
either directly to the Shareholders of the Offeror 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 shall be the same Notary that authorize
this deed or who replace, substitute or succeed him, a sight draft or check
issued in favor of such Shareholders in proportion to the shares each one has in
the society, with irrevocable instructions granted to such Notary of delivering
to the Shareholders of the Offeror or who represents its rights in those
documents, once the registration of the Properties is evidenced in favor of the
beneficiary free from any encumbrance, prohibition, embargo or litigation. 

The acceptance of the offer must be expressed within the period
indicated, by public deed delivered before the attesting Notary, or before
whoever may replace or succeed him in his Notary’s office, copy of which,
together with copy of the payment instructions of any pending balance of the
price at the date of the exercise of the Option, as has been stated previously,
must be sent to each one of the Shareholders of the Offeror to the address
indicated in the appearance of this instrument, or that which any of such
Shareholders may have informed in writing to the Beneficiary before the period
of acceptance by certified letter on the business day following that of the date
of its delivery. In such event the Registrar of Mines of Copiapó, having in
sight authorized copy of this deed and authentic copy of the deed of acceptance
delivered by RCR, or by whoever succeeds him a beneficiary or assignee of the
Option will register the dominion of the Properties in favor of RCR or, in its
case, in the name of its successors or assignees, as provided for 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 the relevant
release on the margin of the registrations that are made of this Option in the
pertinent Registries of such Registrar. The parties agree that it will be a
requirement for the acceptance that in the deed issued by RCR for the purpose,
the attesting Notary shall leave evidence that RCR has delivered a sight draft
or check in favor of ech one of the Shareholders of the Offeror with the balance
of the price still unpaid at the date of acceptance of the Option. 

4




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 that
  it has already paid to the Shareholders of the Offeror on account of the price
  of the purchase sale offered, will remain in favor of such Shareholders for
  advanced and only indemnification for any damage that the non exercise of the
  Option could cause. If RCR according to the contract, rejects the option or
  doesn’t exercise it in the fixed time period, with the sole merit of this
  deed, or the document in which the Beneficiary of this option manifest her decision
  of not exercising it, the Offeror, by any of their Shareholders, may require
  the Registrar of Mines of Copiapó, before referred, the release and cancellation
  of all registration, sub-registration and annotation that may have been done
  in relation with this contract. Likewise, it is hereby expressly stated that
  RÍO CONDOR RESOURCES S.A. has agree a Miner Option Contract with
  SOCIEDAD LEGAL MINERA ROSARIO UNA DE LA SIERRA SAN MARCOS, with regard
  to the claims called “ROSARIO UNA A ROSARIO DIEZ”, National
  Roll 03203-1239-6, constituted by public deed of this same date and before this
  Notary, Repertory No 1985/2009. In the event the Beneficiary accepts the
  option contained in the contract before indicated, he will be bind to accept
  the option contained in this contract.

5




FOURTH. EXPLORATION AUTHORIZATION 

Pursuant to what is provided by Article 53 paragraph 2 of the
Mining Code and in is case, by articles 107, 113 and 116 of the same legal body,
the Offeror hereby grants to RCR authorization to carry out all the works that
may be necessary to recognize the geological potential of the lands comprised by
the Properties subject of this Agreement. The Offeror hereby authorizes RCR, to
perform exclusively exploration and prospecting work on the Properties while
this Agreement lasts. Making use of the right of exploration and within the
period 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, of reconnaissance, of exploration and of prospecting,
and for this purpose may make geophysical, geological studies, obtain samples
and make them its own, open test pits, make analyses, drillings, galleries,
tunnels, roads and other reconnaissance works. RCR will also be especially
authorized to request in favor of the Properties, mining easements of those
contemplated in Article 120 and following and 126 and following of the Mining
Code, being RCR responsible for the payment of the compensations or
indemnifications caused by the constitution of such easements while this
Agreement is effective, without any charge to the Oferrors nor their partners.
RCR shall be responsible for all the activities executed in the Properties
subject of this Agreement. Likewise, RCR binds itself to carry out its
activities in accordance with the technical regulations of protection of the
environment and of safety established in the pertinent legal norms, requesting
the permissions and authorizations as appropriate. In no event does RCR assume
any responsibility for the present conditions of the place where the mining
claims are established, derived from the activities developed prior to this
date, responsibility that is for the exclusive account of the Offeror . 

6




FIFTH. MAINTENANCE OF THE PROPERTY.

5.1. While this Agreement is effective, it will be the
responsibility of RCR to carry out all the actuations contemplated by mining
legislation destined to the defense of the Property from any action of third
parties that pretends to obtain its caducity or extinction, or overlap, RCR
being obliged to take charge only while this Agreement is in effect, of the
payment of the claim fees to which the Properties are subject, 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 Oferrors
nor their Shareholders, and without being able to repeat against this last ones,
or charge at the arranged price.

5.2. The parties leave evidence of the fact that RCR,
acting in the name and in representation of the Offeror will be authorized to
cover the Properties with a layer of exploration and/or exploitation mining
concessions overlapping them, concessions that if the Option is not exercised
must be transferred to the Offeror by RCR in the state of their proceedings,
free of cost.

5.3. In order to authorize RCR to defend the Properties
judicially, the Offeror, properly represented hereby grants to RCR a special
mandate as broad as may be necessary for the proper fulfillment of its mission
mandate that can be exercised by RCR through any of its ordinary or special
attorneys-in-fact, being free from the obligation to present and justify
accounts of this assignment, and RCR shall inform Offeror in a timely about the
actuations that they may perform in accordance with this mandate.
Notwithstanding the foregoing, the Offeror may keep by his account the oversight
of the defense of the Properties, being able to execute the acts that such
defense suppose, prior notice to the Beneficiary of such acts according to
maintain a due coordination between the parties.

7




SIXTH. PRICE OF THE PURCHASE SALE OFFERED.

6.1. The price will be the equivalent of US$ 1.017.046
to be paid by RCR on the following opportunities: (a) US$ 25.441 that RCR pays
in this act, the Shareholders declaring that they have received them to their
full satisfaction; (b) US$ 66.323 after the period of 12 months has elapsed
since the date of this deed; (c) US$ 132.294 after 24 months from the signing of
this deed have elapsed; (d) US$ 173.000 after 36 months have elapsed from
the signing of this deed, and (e ) US$ 610.588, after 48 months have elapsed
from the signing of this deed and against the acceptance by RCR of the Offer and
the registration in its name of the Properties in the Registry of Property of
the Registrar of Mines of Copiapó. In the event RCR should decide to exercise
the Option before the period of 48 months of effectiveness of the Option subject
of this Agreement has expired, it must advance the payment of any sum that for
account of this party, fixes the price of the purchase sale that it is owing at
the date of the exercise of the Option in such a way that the fixed part of the
price of the purchase sale is fully paid. 

6.2. Should RCR wish to desist from the Option subject
of this Agreement, RCR binds itself to give notice of this in writing to the
Shareholders, through its representative, in a period that cannot be less than
30 days from the expiration date of the payment that it is pertinent to make on
account of the fixed part of the purchase sale price. In the event that for any
reason or motive RCR delays in making any of the payments detailed in letter (b)
to (e) referred to above, then RCR, will have a period of waiting of 15 days
from the date of expiration of the respective installment to get up to date with
the payment. If RCR does not make the pertinent payment within such period, it
will be understood that it desists from exercising the Option subject of this
Agreement and the Agreement will terminate ipso facto, without the need of
judicial or arbitral declaration whatsoever.

6.3. The payment of each one of the installments of the
price in letters (b) to (e ) of number 6.1 above will be made in the office of
the attesting Notary of this deed or before whoever succeeds, replaces or
substitutes him, against the joint signature of all the Shareholders of the Offeror, of the corresponding
public deed of receipt. The charge or optional obligation of the Beneficiary
with the Offeror of paying each one of the installments of price mentioned in
this section will be understood fully and duly complied with the delivery to the
Notary that authorizes this deed, of a sight draft issued in the name of each
one of the Shareholders of the Offeror, for the sum that corresponds to each in
proportion to the participation of each one of such Shareholders in the capital
of Rosario. For the purpose of what is provided in this section, the Beneficiary
will be based on the distribution evidenced on the date of this instrument, in
accordance with following section 6.4, any Shareholder always being able to
inform in writing to RCR about variations of the composition of the existing
Shareholders of Rosario, attaching a Certificate of Shareholders of the
Registrar of Mines of Copiapó (of an ageing of not more than five days) with at
least 10 days of advance from the expiration of the period of the pertinent
installment, or within the five days following the date on which such
information may be required by RCR, as the case may be. Each sight draft or
check must be delivered at the latest within the time periods that are mentioned
in literals (b) to e) of Section 6.1 above. The sight drafts or checks must be
issued for the quantity corresponding to the installment in question in
proportion to the participation of each one of the respective Shareholders in
the capital of Rosario, in accordance with the published exchange rate that
corresponds to the date of payment. The Notary will not deliver to any of the
Shareholders of Rosario the sight draft or check that corresponds to him/her,
except against the joint signature of all of them of the public deed of
reception. The minutes of the public deed of reception shall be delivered by RCR
to the intervening Notary. The notarial dues that are caused by reason of these
payments will be for account of the Beneficiary. 

8




6.4. In this act, the Beneficiary pays to the Shareholders of
the Offeror, who declare that they have received to their entire satisfaction
the installment identified in letter a) of section 6.1 above, for the total of
US$ 25.441, which is distributed to the Shareholders of Rosario, according to
the proportion that corresponds to each one of them in their capital and for the
amounts that are indicated in each case: (a) Mr. JAIME BARAHONA BALBONTÍN, for 35 shares in
  each one of the Offerors, the sum of his equivalent in national currency of
  $ 4.732.572; (b) Mr. CARLOS BARAHONA TIRADO, for 35 shares in each one
  of the Offerors, the sum of his equivalent in national currency of $4.732.572;
  and (c) SERVICIOS JURÍDICOS E INVERSIONES KOPIAP Y COMPAÑÍA
  LIMITADA, for 30 shares in each one of the Offerors, the sum of his equivalent
  in national currency of $ 4.056.491.

9




The aforementioned shareholders declare that they have received
to their entire satisfaction the payment of this first installment on account of
the price of the purchase sale offered. 

SEVENTH: OVERPRICE 

Once the following conditions are complied: One) (a) that RCR
starts to commercially exploit the Properties, decision that is a matter
of exclusive resolution of RCR, then RCR must pay to the Offeror, together with
the Legal Mining Companies owners of the mining claims “Rosario 1 to Rosario
10” (National Roll number 03203-1239-6) “Julia 1 al 18” (National
Roll number 03203-4307-0); “Eliana I 1 al 20” (National Roll
03203-4828-5); an overprice consisting in a royalty – the “Royalty” calculated
on the basis of the sales of the minerals that are obtained from the Properties,
considered either in individual form or else jointly with such mining claims
hereinafter the “Mineral Products”. From such Royalty or NSR, SOCIEDAD LEGAL
MINERA ELIANA II DE LA SIERRA SAN MARCOS, will be entitled to receive 5,09%
and SOCIEDAD LEGAL MINERA ELIANA III UNA DE LA SIERRA SAN MARCOS, will be
entitled to receive 5,09%, both from the amount that must be paid to RCR in
accordance with the liquidation that it must deliver quarterly to the
beneficiaries of such NSR as detailed in this respect in number the following
number Eight. The Royalty will commence to accrue from the date on which RCR
starts 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 when the Properties are
exploited. Two) For these purposes “Net Smelter Return” – NSR – will be understood to be the gross credit that RCR
receives in any certain quarter for the concept of the sale of Mineral Products,
as this term is defined in the following number four, corresponding to the
commercial value of the metals contained less successively: 

10




(i) in the case RCR makes sales
of concentrates or precipitates, the costs of the smelting toll, including, as
may be pertinent, metallurgical deductions, charges for fusion and refining,
charges for treatment, 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 this is
defined hereinbelow) from the Properties or from a –concentrator, whether it is
situated inside 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 place of treatment, 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 mineral smelting” will be understood to be
any mineral of such quality that it will have commercial value, and can be
treated directly in smelter without passing through prior treatments of
concentration, extracted from the Properties (considered either individually or
else jointly with the mining claims referred to in number One above).
Four). “Mineral Products” will be understood to be the concentrate,
precipitate or any other material, substance or products, metallic or non
metallic, marketable, derived from the mineral or extracted from the Properties
(considered either individually or else jointly with the mining claims referred
to in number One above), except concentrates, precipitates, or other material or
products that come from other mining exploitations of RCR other than 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 else jointly with the mining claims referred to in number
One above) in which case, such concentrates. precipitates or other materials or
products shall not be considered as “Mineral Products”; It will be understood
also that “Mineral Products” are, in its case: metal doré or other refined
metallic product that RCR: may obtain 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 are marketed as such, deducting from their sale price the costs of fusion
and refining incurred actually to obtain it; and the direct mineral 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 are marketed as such, adding to their sale
price the costs incurred by whoever processes it. 

11




 Five) At the latest,
within the sixty days following each quarter after the initiation of the
commercial production of the Properties and of the first sale of Mineral
Products, RCR will present to the Shareholders of the Offeror - applying in
section 6.4 of the sixth clause above- a reasonably detailed statement,
(recovery, grades, production, cost and other relevant for the determination of
the NSR) on the last day of the quarter immediately preceding or that of the
reinitiating of 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 pertinent quarter; Six) Any adjustment of
calculation of the Royalty that could have its origin in accordance with what
has been exposed, as for example, as a result of a quarterly statement to which
reference is made in number Eight of this clause, 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 their sale price in an equal manner, in such case, and only for he
purposes of the calculation of the NSR and regardless of the actual amount of
the pertinent sale price, RCR must add to the actual amount of such sale price,
the sum that is sufficient so that such sale price constitutes a net reasonable
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 then prevailing with respect to the Mineral
Product concentrates or other materials or products similar to the corresponding
product). Through notification RCR will inform the Offeror about 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 purposes of this clause; 

12




 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 shall deliver to the Shareholders of the Offeror immediately a
copy of such statement; Nine) RCR binds itself to maintain complete
updated records as regards 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 Shareholders of
the Offeror, acting jointly with the legal mining companies offerors of the
mining claims referred to in number one above and through a sole representative
being authorized, at all reasonable times, even during a period of sixty days
after the termination or revocation of this deed, to inspect such registries,
statements and returns, and to make copies thereof in order to verify the amount
of the payments of Royalty that RCR must make to the Offeror in accordance with
what is herein provided. The Offeror shall be entitled to ask Independent
external auditors, at its own cost, to make an annual audit of such accounts.
Ten) All the payments for the concept of Royalty will 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 in the way indicated in the preceding number, within the sixty
days following the receipt by the Offeror of the quarterly statement referred to
in number Eight above. Eleven) RCR will give notice to the Offeror of 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 purposes of sampling in
volume and of assay, without having to pay Royalty for it to the Offeror, unless
income is generated for the pertinent mineral and rocks; Twelve) RCR will
be entitled to mix with minerals of the Properties (considered either
individually or else jointly with the mining claims referred to in number one
above) the mineral obtained from other properties, subject to the fact that
prior to such mixture, RCR must adopt and apply reasonable practices and
procedures of weighing, determination of the humidity content, sampling and
assays, and also must use reasonable recovery and accurate factors to establish
the quantities of SOCIEDAD LEGAL MINERA ELIANA III UNA DE LA SIERRA SAN
MARCOS, will be entitled to receive 5.09% . 

13




 Fourteen) Since the
commencement of the production, the Offeror, acting always jointly with the
legal mining companies offerors of the mining claims referred to in Number One
above, will have always the possibility selling to a third party their right to
collect the Royalty agreed, subject to the procedure denominated “first refusal”
which is described below. In the event the Offeror, acting always jointly with
the legal mining companies offerors of the mining claims referred to in number
One above, decide to sell such right to a third party, they will be obliged to
notify RCR in writing about the offer that it receives from the third party,
commencing to accrue since the date of reception of the notice in the domicile
of the contractual mining company in a period of 60 days for RCR to take a
decision about such offer. RCR will be entitled to match the offer notified by
the Offeror, and for this purpose it must send a written notice to the Offeror
within such period of 60 days. If it does not reply within such period, it will
be understood that it has decided not to acquire the right of the Offeror,
always jointly with the legal mining companies offerors of the mining claims
referred to in number One above, to collect and receive the Royalty agreed.
Should RCR 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,
jointly with the same right of the legal mining companies offerors of the mining
claims referred to in number One above, must be implemented through a public deed within the 30
days following the expiration of the period of 60 days already referred to. In
the event RCR does not reply or decides not to acquire such rights within the
period mentioned, then the Offeror, always jointly with the legal mining
companies offerors of the mining claims referred to in number One above, will 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, always jointly with the legal mining companies offerors of
the mining claims referred to in number One above, and the third in the maximum
period of 60 days counted from the expiration of the original period of 60 days
that RCR has to respond to the notice of the Offeror. If the Contract is not
executed with the third party within the aforementioned time period, it will be
understood that such offer has not been successful, what is provided for in this
number having application again. 

14




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 mortgage and prohibition that in this same instrument it
constitutes in favor of RCR) embargo and litigation, the Properties must be in
this situation at the moment the Offert is accepted and the purchase is reached.
The Offeror will be obliged to carry out at its cost all the actuations that may
be required by RCR during the effectiveness of the Option tending to solve any
defect or objection of the titles of dominion of the Properties. If this is not
done, RCR may request the arbitrator to retain in his hands all or part of the
price of the Option until such time as it is corrected at 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 registered easements, the seller responding for the
clearance of titles in accordance with the law.

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TENTH: RESPONSIBILITY FOR OBTAINMENT OF PERMITS. 

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

ELEVENTH: ASSIGNMENT OF RIGHTS

It is hereby convened that RCR will be authorized to be able to
assign either fully or partially the rights and obligations that arise for it
under this Agreement, the assignee becoming responsible for the same obligations
that RCR contracts in this instrument and about which express evidence must be
left in the assignment contract, and for this the sending to the Offeror of a
written notice of such assignment, to which a true copy of the Assignment
Contract will be attached will suffice. The Offeror may not 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 Agreement in favor of the Offeror, specifically those relating to
the payment of the purchase sale price detailed in the sixth clause above, will
be suspended in cases when events occur that are constitutive of Force Majeure,
according to the concept defined by Article 45 of the Civil Code including
events such as, but without this being restrictive, expropriation or
confiscation of the facilities, fulfillment of orders or requirements of any
governmental authority, absolute and insurmountable opposition of the owners of
surface lands comprised by the Properties, acts of war, rebellion, sabotage and
damage resulting therefrom, fire, flood, earthquake, explosion or accidents, riots, illegal strikes or any other
similar case, whether of the same class or nature or that have not been within
the control of RCR and that, even exercising reasonable painstaking care, could
not have been forestalled. The above does not release RCR from its obligation of
maintenance of the Properties, including the payment of its claim fees. RCR
shall notify the Shareholders of the Offeror, in writing, of any case of Force
Majeure within a period of ten (10) calendar days, counted from the date on
which such event occurred, which must also be communicated by RCR in writing;
the fulfillment of the obligations shall be resumed immediately. In case of
disagreement in the judgement of force majeure, the Offeror may occur to the
designed arbitrator at this instrument, asking what they considerer convenient
to their rights.

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THIRTEENTH: NOTICE OF TERMINATION OF AGREEMENT 

At its sole discretion, during the effectiveness of this
Agreement RCR may terminate it at any time giving notice in writing to the
Shareholders of the Offeror – applying what is provided in Numeral six point
four of the sixth clause above - thirty days in advance, subject to its
complying with its obligations that are detailed in the following fourteenth
clause. In any event, if the Option is not exercised within the period of 48
months given in this Agreement, notwithstanding such notice is not sent, it will
be understood that RCR has waived such exercise. Since the date of such notice,
RCR will cease to have any obligation with respect to the Properties and
payments to the Shareholders of the Offeror, with the exception of what is
convened in the following fourteenth clause. 

FOURTEENTH: OBLIGATIONS OF RCR UPON TERMINATION OF THE
AGREEMENT 

If for any reason the purchase sale offered is not implemented,
RCR must deliver free to the Offeror the information obtained as a result the
exploration made in accordance with this Agreement, both geological, of
drillings, samplings, geophysics, analyses, drill cores, grades, etc., the above
enumeration merely being an example. Likewise, RCR must completely vacate from
the Properties to which this Contract refers and which will be the object of the
exploration, from personnel, constructions, installations, equipments,
provisions and machinery. RCR must comply with these obligations within the
maximum period of sixty days counted as may be pertinent from the date on
whichits decision is notified by certified letter that it will not persevere in
the purchase sale Agreement offered or else when the period of effectiveness of
the Option expires.

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FIFTEENTH: EXCHANGE RATE 

The sums 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 number six of
Chapter One of the Compendium of Norms of Foreign Exchange. In the absence of
such exchange rate, the exchange rate referred to in article 20 paragraph 1 of
the Law 18,010 will be applied. 

SIXTEENTH: COMMUNICATIONS AND NOTICES 

Any notice or communication that one of the parties must give
to the other as stipulated in this instrument, and provided that in this a
special form of notice is not contemplated, must be sent in writing in Spanish
to each Shareholder of the Offeror – applying what is provided in Number six
point four of the sixth clause above - and will be considered delivered if the
party notified receives it in his domicile indicated at the commencement of this
Contract, or if it is sent by certified mail, the Notary Public sends it with
the prepaid dues and the letter is addressed to such party in his domicile
previously indicated. In the notices by certified letter the party to whom it is
addressed will be understood notified on the fifth business day after its
remittance. Either of the parties may, through notice sent to the other in the
way provided for in this Clause, change its domicile for the reception of such
notices. The notices may also be sent by fax or electronic mail, but in any case
the original must be sent by Mail or by hand within the following twenty four
hours. 

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SEVENTEENTH: RELEASE. 

Mr. JULIO CÉSAR MORALES NEYRA, before individualized, in
representation of SERVICIOS JURÍDICOS E INVERSIONES KOPIAP Y COMPAÑÍA
  LIMITADA, by this act releases, for the only purpose of signing this Option
  Contract, the prohibition that affects the claims “ELIANA II 1 to 22”
  and “ELIANA III 1 al 2”, agreed in favor of his represented by
  public deed constituted at this Notary dated September 2nd 2004, which inscription
  is pending.

EIGHTEENTH: MORTGAGE AND PROHIBITION 

The Offeror hereby constitutes in favor of RCR for which its
representatives accept, first degree 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 thereof, 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 by simple
requirement of RCR to the execution of the deeds that may be necessary to
materialize such mortgages and prohibitions. Upon the granting of the acceptance
of the offer of purchase dealt with in this Contract, or if such Option is
waived, such mortgage and prohibitions will have no value or effect and their
release may be requested from the Registrar of Mines of Copiapó. 

NINETEENTH: EXPENSES 

The notarial dues and those of the Registrar of Mines and Real
Estate shall be for account of RCR. 

TWENTIETH: ARBITRATION 

Should there arise any discrepancy, difficulty, difference of
opinion or controversy between the parties in relation with the effectiveness of
this Agreement, the validity, interpretation, breach, partial fulfillment,
execution or total or partial lack of execution or resolution thereof or any other cause with
relation to this Agreement, it will be resolved by arbitration, designing
already for this purpose and in the following order Mr. RAFAEL VERGARA
GUTIERREZ, if he couldn’t make it, Mr. MARIO MATURANA CLARO and if he couldn’t make it Mr.
JUAN LUIS OSSA BULNES. If none of them could make it, the respective
arbitrator will be designee in accordance with the Regulations of Centro de
Arbitrajes of Camara 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 Rodriguez Garcés and its subsequent modifications, that
forming an integral part of this clause, the parties declare they know and
accept. The parties will 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, it may designate the arbitrator ex aequo et bono from among
the members of the arbitral corps of the Arbitrator Center of that Chamber who
is or has been Professor Of Mining Law at any of the Faculties of Law of the
Universidad de Chile or Universidad Católica de Chile, or otherwise, Professor
of Civil Law of any of such Faculties. There will be no remedy against the
resolutions of the arbitrator, so the parties expressly waive them. The
arbitrator is especially authorized to resolve any matter related with his
competence and/or jurisdiction. 

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TWENTY- FIRST: JURISDICTION 

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

TWENTY-SECOND: FACULTY 

The bearer of a certified copy of this deed is authorized to
request the registrations subregistrations and annotations that may be pertinent
in the Registrars’ offices. . 

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TWENTY THIRD: AUTHORIZATION 

It is placed on record that the Offeror has been expressly
authorized by its shareholders to enter into this Option Agreement, in
accordance with resolutions taken at the General Shareholders Meetings evidenced
by public deed delivered before this same Notary and on this same date.

TWENTY-FOURTH. DEFINITIVE AND UNIQUE AGREEMENT 

The appearing parties declare that this Option Agreement
constitutes the only and definitive agreement between them with respect to the
Properties declaring furthermore the fulfillment of the Letter of Intent
executed between the Shareholders of the Offeror and Mr. Francisco Schuberts
Seiffert, by private instrument authorized before the Notary of Copiapó of Mr.
Luis Contreras Fuentes, on September 14 and 24 of this year, respectively,
grating each other the broadest and most complete release in respect of
them.

AUTHORITIES 

The authority of Mr Francisco Schuberts Seiffert to appear on
  behalf of Rio Cóndor Resources S.A. is evidenced in public deed delivered
  on July 3, 2009 in the Notary of Santiago of Mr. Raúl Iván Perry Pefauer,
  which is not inserted as it is known to the parties and to the attesting Notary.
  The authority of Mr. JULIO CESAR MORALES NEYRA to appear on behalf of SERVICIOS
  JURÍDICOS E INVERSIONES KOPIAP Y COMPAÑÍA LIMITADA, is evidenced
  in public deed delivered on August 9, 2002 in the Notary of Copiapó of
  Luis Contreras Fuentes, which is not inserted as it is known to the parties
  and to the attesting Notary. 

/s/ Francisco Schuberts Seiffert                                   


Francisco Schuberts Seiffert

/s/ Jaime Barahona Balbontin                                       


JAIME BARAHONA BALBONTIN

/s/ Carlos Barahona Tirado                                           


CARLOS BARAHONA TIRADO

 

/s/ Julio Cesar Morales Neyra                                       


Julio Cesar Morales Neyra

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