Pan American Lithium Corp. - Exhibit 10.5 - Filed by newsfilecorp.com






PAN AMERICAN LITHIUM CORP.
3040 N. Campbell Avenue,
Suite 110

  Tucson, Arizona, USA 85719

VIA ELECTRONIC MAIL

June 30, 2010

Escondidas International S.A. de C.V.
Avenida Ignacio
Ramirez 514 –
A, Col. Pro – Hogar, Mexicali,
Baja California, Mexico

The Shareholders of Escondidas
International S.A. de
C.V.

Dear Sirs:


  Re: Second Amendment to Share Option Agreement dated
    December 18, 2009



Further to the Share Option Agreement (the “Option
Agreement”) among Pan American Lithium Corp. (formerly Etna Resources Inc.),
Escondidas International S.A. de C.V. (“Escondidas”) and the shareholders
of Escondidas dated December 18, 2009, we hereby agree, for good and valuable
consideration, the receipt of which is acknowledged by each party, to:

	 	1. 	
      amend section 1.1(j) of the Option Agreement by deleting
      the reference to “March 31, 2010” as set out in the definition of “Closing
      Date” and replacing it with “October 31, 2010”;

	 	 	 
	 	2. 	
      amend section 27.1 (d) of the Option Agreement by
      deleting the reference to “March 31, 2010” and replacing it with “October
      31, 2010”; and

	 	 	 
	 	3. 	
      amend section 27.1 (e) of the Option Agreement by
      deleting the reference to “March 31, 2010” and replacing it with “October
      31, 2010”.

	 	 	 
	 	4. 	
      amend section 12.1 (c) of the Option Agreement by
      deleting the reference to “US$25,000 monthly thereafter...” and replacing it
      with “US$8,000 monthly thereafter...”

	 	 	 
	 	5. 	
      amend Schedule A to the Option Agreement by deleting the
      original schedule in its entirety, and replacing it with the new, Revised
      Schedule A attached to this Second Amendment to the Share Option
      Agreement.



All other terms and conditions of the Option Agreement, as
amended, remain unchanged and in full force and effect, and the parties ratify
and affirm the Option Agreement, as amended hereby.




If the foregoing is acceptable to you, please so indicate by
executing a copy of this letter agreement where indicated below and return it to
our attention via electronic mail or fax at your earliest convenience.

Yours truly,

PAN AMERICAN LITHIUM CORP.


	By: 	/s/ Andrew Brodkey 	 
	  	Authorized Signatory 	 


The foregoing is hereby accepted and agreed to by the
undersigned this 30th day of June, 2010.

	WITNESSED BY: 	) 	  
	  	) 	  
	  	) 	  
	Name 	) 	  
	  	) 	  
	Address 	) 	/s/
      Harold Gardner 
	  	) 	HAROLD GARDNER 
	  	) 	  
	  	) 	  
	Occupation 	) 	  
	  	  	  
	  	  	  
	WITNESSED BY: 	) 	  
	  	) 	  
	  	) 	  
	Name 	) 	  
	  	) 	  
	Address 	) 	/s/
      Federico Diaz 
	  	) 	FEDERICO DIAZ 
	  	) 	  
	  	) 	  
	Occupation 	) 	  






- 2 -

	WITNESSED BY: 	) 	  
	  	) 	  
	  	) 	  
	Name 	) 	  
	  	) 	  
	Address 	) 	/s/
      Carlos Cota 
	  	) 	CARLOS COTA 
	  	) 	  
	  	) 	  
	Occupation 	) 	  
	  	  	  
	  	  	  
	WITNESSED BY: 	) 	  
	  	) 	  
	  	) 	  
	Name 	) 	  
	  	) 	  
	Address 	) 	/s/
      Rene Ramirez 
	  	) 	RENE RAMIREZ 
	  	) 	  
	  	) 	  
	Occupation 	) 	  
	  	  	  
	WITNESSED BY: 	) 	  
	  	) 	  
	  	) 	  
	Name 	) 	  
	  	) 	  
	Address 	) 	/s/
      Jaime Ibarra 
	  	) 	JAIME IBARRA 
	  	) 	  
	  	) 	  
	Occupation 	) 	  
	  	  	  
	  	  	  
	WITNESSED BY: 	) 	  
	  	) 	  
	  	) 	  
	Name 	) 	  
	  	) 	  
	Address 	) 	/s/
      Luis Carlos Duarte 
	  	) 	LUIS CARLOS DUARTE 
	  	) 	  
	  	) 	  
	Occupation 	) 	  






- 3 -

ESCONDIDAS INTERNACIONAL S.A. de C.V.


	Per: 	/s/ Rene Ramirez 	 
	  	Authorized Signatory 	 






SCHEDULE A--REVISED

OPTIONORS


	I 
Name and Country 
of Residence
      of 
Optionor 





	II 
Number of 
Company
      Shares 
held on date of 
Agreement
      




	III 
Number of
      
Exchange Shares 
to be received on 
the Closing
      Date 




	IV 
Number of
      
Exchange 
Warrants to be 
received on the
      
Closing Date 



	V 
Cash to be
      
received on 
the Closing 
Date
      




	VI 
Cash to be
      
received on 
the date 
that is 6
      
months 
from the 
Date of first
      
Commercial 
Production 	VII 
Cash to be
      
received on 
the date 
that is 12
      
months 
from the 
Date of first
      
Commercial 
Production 	VIII 
Cash to be
      
received on 
the date that is 
18 months
      
from the Date 
of first 
Commercial
      
Production 

	Harold Gardner 
United States 	106 
	1,325,000 
	1,325,000 
	$33,125 
	$132,500 
	$132,500 
	$198,750 

	Federico Diaz 
Mexico 	96 
	1,200,000 
	1,200,000 
	$30,000 
	$120,000 
	$120,000 
	$180,000 

	Carlos Cota 
Mexico 	80 
	1,000,000 
	1,000,000 
	$25,000 
	$100,000 
	$100,000 
	$150,000 

	Rene Ramirez 
Mexico 	106 
	1,325,000 
	1,325,000 
	$33,125 
	$132,500 
	$132,500 
	$198,750 

	Jaime Ibarra 
Mexico 	6 
	75,000 
	75,000 
	$1,875 
	$7,500 
	$7,500 
	$11,250 

	Luis Carlos Duarte 
Mexico 	6 
	75,000 
	75,000 
	$1,875 
	$7,500 
	$7,500 
	$11,250 

	TOTAL 	400 	5,000,000 	5,000,000 	$125,000 	$500,000 	$500,000 	$750,000 



In this Schedule A, “Commercial Production” means the last
calendar day of a period of 40 consecutive calendar days where: (a) Product has
been shipped from the Property on a reasonable basis for the purpose of earning
revenues if a processing facility is not located on the Property; or (b) if a
processing facility is located on the Property, such facility processed Product
from the Property at 60% of its rated capacity.