Chile Mining Technologies Inc.: Exhibit 10.5 - Filed by newsfilecorp.com






Exhibit 10.5

LOAN REPAYMENT AGREEMENT 

This LOAN REPAYMENT AGREEMENT (this “Agreement”),
dated as of May 8, 2012, is made entered into by and between Chile Mining
Technologies, Inc., a Nevada corporation, (the “Company”) and Jorge
Osvaldo Orellana Orellana (the “Lender”; together with the Company, the
“Parties”).

BACKGROUND 

As of the date of this Agreement, the Company owes to the
Lender an aggregate of CLP$103,985,073 in principal amount arising from certain
loans made by the Lender to the Company (collectively, the “Loan”). 

Lender is executing this Agreement in connection with, and as a
material inducement for the Company and certain accredited investors to enter
into, that certain Securities Purchase Agreement (the “Purchase
Agreement”), dated as of the date hereof, pursuant to which the Company will
issue (i) up to $3,500,000 in aggregate principal amount of eleven percent
secured convertible notes which will, among other things, be convertible into
shares of the Company’s common stock and (ii) warrants which will be exercisable
to purchase shares of Common Stock.

AGREEMENT 

In consideration of the mutual promises herein contained and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows: 

1.     Status of Loan. The Lender acknowledges that (i) the
principal balance outstanding under the loan as of the date of this Agreement is
as set forth under the Lender’s signature below, (ii) except for unpaid interest
accruing in accordance with the terms of the Loan, there are no other amounts
due from the Company to the Lender under the Loan, and (iii) the Loan is
unsecured. 

2.     Loan Deferment. The Lender hereby agrees that the
Company is entitled to defer payment and the Lender shall not demand payment of
any amounts due under the Loan, and the Lender shall not commence the exercise
of any remedies it may against the Company or any of its assets arising out of
the Company’s breach of its obligations under the Loan until the later of: (i)
twelve (12) months from the date of closing of the transactions contemplated by
the Purchase Agreement, and (ii) such time as the Company reports positive net
income as reported in quarterly or annual financial statements filed with the
U.S. Securities and Exchange Commission. Notwithstanding the foregoing, the
provisions of this Section 2 shall be operative only so long as any notes
issued under the Purchase Agreement remain outstanding. 

3.     Governing Law. All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall
be governed by and construed and enforced in accordance with the laws of the
State of New York, without regard to the principles of conflicts of law thereof.


4.     Severability. If any provision of this Agreement is
held to be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision that is a reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this
Agreement. 

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5.     Successors. This Agreement shall be binding upon and
inure to the benefit of the Parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Lender. The Lender may assign any or
all of its rights under this Agreement to any person. 

6.     Entire Agreement. This Agreement constitutes the full
and entire understanding and agreement between the Parties with regard to the
subjects hereof and thereof and no Party shall be liable or bound to any other
in any manner by any representations, warranties, covenants and agreements
except as specifically set forth herein and therein. 

7.     Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. 

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this
Loan Repayment Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above. 

COMPANY: 

CHILE MINING TECHNOLOGIES, INC.


By:
_________________________________
       Name:

       Title:

LENDER: 

_________________________________
Jorge Osvaldo Orellana
Orellana 

Principal Amount of Loan:
CLP$103,985,073 

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