Bridgeport Ventures Inc.: Exhibit 4.25 - Filed by newsfilecorp.com






Exhibit 4.25

OPTION AGREEMENT FOR PURCHASE OF MINING CONCESSIONS

RIO CONDOR RESOURCES S.A. 

AND 

SOCIEDAD LEGAL MINERA TRILLADOR UNA DE LA SIERRA SAN MARCO


In Copiapó, Republic of Chile, on January 31st 2011,
before me, Hernán Cañas Valdés, Lawyer, Public Notary and Custodian of Mining of
this province, domiciled on O`Higgins st. number 666, 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, and Mr. Marcelo Antonino Olivares Cabrera,
Chilean, Single, Lawyer, national identification card No 10,703,661-K 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
”TRILLADOR UNA DE LA SIERRA SAN MARCO”, property represented by its
shareholders, hereinafter the “Shareholders”, in the amount of shares that is
indicated in each case: (i) Mr. NELSON ONOFRE ROA BARAHONA, Chilean, married,
miner national identification card No. 7,501,315-9, for 40 shares (ii) Mr. ERIC
LEOPOLDO ROA BARAHONA, Chilean, employee national identification card number
9.592.648 -7, for 20 shares (iii) Mr. GABRIEL EMILIO ROA BARAHONA, Chilean,
married, employee, national identification card No. 7,150,733-5, for 20 shares;
and (iv) Mss. ROSA DEL CARMEN ROA BARAHONA, Chilean, single, national
identification card No. 9,367,996-2, for 20 shares; all domiciled at Lot seven,
Nantoco, Municipality of Tierra Amarilla, hereinafter indistinctly “TRILLADOR”
or the “Offeror” 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 “TRILLADOR UNO A TRILLADOR CATORCE”, located
approximately southwest of Copiapó city whose constitutive sentence and survey
certificate are registered on folio 1040 over number 177 of the Registry of
Property corresponding to the year 1994 of the Registrar of Mines of Copiapó.
The title on behalf of the offeror as owner is registered along with the
constitution of SOCIEDAD LEGAL MINERA “TRILLADOR UNA DE LA SIERRA SAN MARCO”
registered on folio 586 No 133 of the Registry of Property corresponding to the
year 2010 on folio 371 No 639 of the Shareholders Registry corresponding to the
year 2010 both of the same Registrar of Mines aforementioned 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, mortgages or litigations. Likewise the Offeror declares that the
claim fees of the Properties have been duly paid and up to date, including
periods 2010 – 2011. 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 the number 129 of this same date before this
Public Notary. 

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” .

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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 and Mr Marcelo Antonino
Olivares Cabrera, in the representation with which they are 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. 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, a sight draft or check issued in favor of
such Shareholders with irrevocable instructions granted to such Notary of
delivering to each Shareholder 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 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 each one of the
Shareholders of the Offeror with the balance of the price still unpaid 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
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.

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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. RCR is responsible for the payment of the compensations or
indemnifications caused by the constitution of such easements while this
Agreement is effective. RCR shall be responsible for all the activities executed
in the Properties subject of this Agreement. With no charge whatsoever to the
offeror or its shareholders. 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. 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.
In order to have free access to Rio Condor Resources S.A., each one of the
shareholders, personally, and in representation of TRILLADOR grant special
permit to access the property either with staff or machinery conforming to RCR
decision for the exploration that this clause authorizes, during the time this
option is in force. 

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RCR is entitled to exhibit this permit to all institutions or
authorities, administrative, judicial, public or private in order to materialize
such special permit. Any sort of obstruction direct or indirect from the Offeror
or its shareholders, will be understood as a nonperformance of this permit,
granting to RCR the right to sue all compensations for damages have been caused.


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. 

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, and RCR shall inform the Offeror in a timely about the
actuations that they may perform in accordance with this mandate.
Notwithstanding the foregoing, the Offerer can also keep the supervision of the
Properties, executing acts in terms of the defense of the Properties, previous
notification to the Beneficiary of such acts to coordinate between each
other.

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SIXTH. PRICE OF THE PURCHASE SALE OFFERED.

6.1. The price will be the equivalent of US$ 1.500.000,
to be paid by RCR on the following opportunities: (a) US$ 50.000 that RCR pays
in this act, in the terms that are detailed in section 6.4 following, the
Shareholders declaring that they have received them to their full satisfaction
pro se and in representation of the Offeror; (b) US$ 50.000 after the period of
12 months has elapsed since the date of this deed; (no later than January
31st 2012) (c) US$ 60.000 after 24 months from the signing of this
deed have elapsed; (no later than January 31st 2013) (d) US$
250,000 after 36 months have elapsed from the signing of this deed, (no later
than January 31st 2014) and (e ) US$ 1,090,000, after 48 months have
elapsed from the signing of this deed (no later than January 31st
2015) 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.

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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 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,
with the delivery to the Notary that authorizes this deed, of a sight draft or
check 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 Trillador. 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 Trillador, 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 Trillador 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. 

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6.4. In regard to the share aforementioned on letter (a)
section 6.1 of this instrument, for the total amount of USD$ 50.000,
shareholders declare to have received to their entire satisfaction previously to
this date, the amount of USD$ 25.000, according to private document dated august
27th 2011. Authorized by this same Notary. Consequently USD$ 25.000
remain unpaid in order to complete the share described above. In this act, the
Beneficiary pays to the Shareholders of the Offeror, who declare that they have
received to their entire satisfaction the residual amount of USD$ 25.000 in
respect of the share in letter (a) section 6.1, which is distributed to the
Shareholders of Trillador, according to the proportion that corresponds to each
one of them in their capital and for the amounts that are indicated in each
case: (i) Mr. NELSON ONOFRE ROA BARAHONA, for 40 shares, the sum of USD$ 10.000;
(ii) Mr. ERIC LEOPOLDO ROA BARAHONA, for 20 shares, the sum of USD$ 5.000; iv)
Mr. GABRIEL EMILIO ROA BARAHONA, for 20 shares the sum of USD$ 5.000: v) Mss.
ROSA DEL CARMEN ROA BARAHONA, for 20 shares, the sum of USD$ 5.000.

The aforementioned shareholders declare that they have received
to their satisfaction the payment of this first installment on account of the
price of the purchase sale offered. It is declared that dollar exchange rate to
Chilean Pesos of 490,24 dated January 27th 2011, published by Chilean
Central Bank), was applied. 

SEVENTH: 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,
embargo and litigation . 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. 

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EIGHTH: 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. 

NINTH: 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, who assumes all possible
responsibility during the effectiveness of this agreement and in any case the
Offeror must provide all the collaboration possible. 

TENTH: 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, the assignee becoming responsible for the same
obligations that RCR contracts herein and about which express evidence must be
left in the assignment agreement 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.

ELEVENTH: 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 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. 

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TWELFTH: 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 two
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 thirteenth clause. 

THIRTEENTH: 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 which
its 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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FOURTEENTH: 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. 

FIFHTEENTH: 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 latter 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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SIXTEENTH: 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. 

SEVENTEENTH: RIGHT TO EXPLOIT THE PROPERTIES 

17.1 During the effectiveness of this Option Agreement, the Offeror will be entitled to continue exploiting the mining claims “TRILLADOR UNA
A TRILLADOR CATORCE”, right that will be extinguished ipso facto on the date of
the acceptance of the option on the part of RCR and payment of the last
installment of the price indicated in section 6.1 of the sixth clause above. RCR
recognizes this right of exploiting the Properties during the effectiveness of
this Option Agreement, with a monthly total limit of up to 3,000 tons of
mineral.

However RIO CONDOR RESOURCES S.A. guarantees to SOCIEDAD LEGAL
MINERA TRILLADOR UNO DE LA SIERRA SAN MARCO the right to exploit for two years,
from this date, until January 31st 2013 inclusive, despite of RIO
CONDOR RESOURCES S.A. exercises the option right before that date.

17.2. Notwithstanding the above in the event RCR should require
to carry out exploration works, in the terms of the above Clause Four in places
where the Offeror executes mining operations, the latter shall coordinate with
RCR in order to allow it to carry out the respective prospecting work, which
will have priority according to the terms it may indicate in its exclusive
opinion. For these purposes, the Offeror binds itself to deliver to RCR a sketch
with the location of the present extraction work, within the period of 10 days,
counted from this date. Likewise, in the event of carrying out new extraction
work, these must be reported in writing to RCR, attaching sketches with their
location, with an advance of at least 30 days from the commencement of the
respective works. 

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17.3. RCR will be authorized to request the Offeror the detail
of exploitation that it develops monthly in the Properties. 

17.4. The Offeror must perform the mining exploitation works
for which it is authorized in accordance with this clause in line with the
applicable norms of mining, labor and environmental safety that may be
pertinent, whose timely fulfillment are its exclusive responsibility

EIGHTEENTH: EXPENSES 

The notarial dues and those of 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 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,
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 Centro de Arbitrajes 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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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 authorized to
request the registrations subregistrations and annotations that may be pertinent
in the Registrars’ offices.

TWENTY SECOND: 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, which
also contains authority of the shareholders in order to appear on behalf and
representation of Trillador. 

TWENTY-TIRD. DEFINITIVE 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 and Mr Marcelo Antonino Olivares Cabrera, by private instrument authorized
before the Notary of Copiapó of Mr. Hernán Cañas Valdés, on June 23rd
of this year and its modification through Private Document authorized by this
Notary with same date grating each other the broadest and most complete release
in respect of them.

AUTHORITIES 

The authority of Mr. Francisco Schuberts Seiffert and Mr
Marcelo Antonino Olivares Cabrera to appear on behalf of Rio Cóndor Resources
S.A. is evidenced in public deed delivered on December 15th , 2009 in
the Notary of Santiago of Ms. Antonieta Mendoza Escalas, which is not inserted
as it is known to the parties and to the attesting Notary.

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