Exhibit 10.21 

    STOCK
PURCHASE AGREEMENT

     

    dated as
of  August 3, 2010

     

    between

     

    Li3 Energy, Inc.,

     

    Pacific Road Capital A Pty. Limited,
as trustee for Pacific Road Resources Fund A,

     

    Pacific Road Capital B Pty. Limited,
as trustee for Pacific Road Resources Fund B

     

    and

     

    Pacific Road Capital Management G.P.
Limited, as General Partner of Pacific Road Resources Fund
L.P.

     

    relating
to the purchase and sale

     

    of

     

    100% of
the issued share capital

     

    of

     

    Alfredo
Holdings, Ltd.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Table
of Contents

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      	
                                                                                                              Article I. DEFINITIONS

                                                                                                            	
                                                                                                              4

                                                                                                            
	 
      	
                                                                                                              1.1

                                                                                                            	
                                                                                                              Definitions

                                                                                                            	
                                                                                                              4

                                                                                                            
	 
      	
                                                                                                              1.2

                                                                                                            	
                                                                                                              Other Defined Terms

                                                                                                            	
                                                                                                              7

                                                                                                            
	
                                                                                                              Article II. PURCHASE AND
    SALE

                                                                                                            	
                                                                                                              9

                                                                                                            
	 
      	
                                                                                                              2.1

                                                                                                            	
                                                                                                              Purchase and Sale of the Acquired
      Shares

                                                                                                            	
                                                                                                              9

                                                                                                            
	 
      	
                                                                                                              2.2

                                                                                                            	
                                                                                                              Closing Date

                                                                                                            	
                                                                                                              10

                                                                                                            
	 
      	
                                                                                                              2.3

                                                                                                            	
                                                                                                              Transactions to be Effected at the
      Closing

                                                                                                            	
                                                                                                              10

                                                                                                            
	
                                                                                                              Article III. REPRESENTATIONS AND WARRANTIES OF
      SELLERS

                                                                                                            	
                                                                                                              11

                                                                                                            
	 
      	
                                                                                                              3.1

                                                                                                            	
                                                                                                              Organization and Good
    Standing

                                                                                                            	
                                                                                                              11

                                                                                                            
	 
      	
                                                                                                              3.2

                                                                                                            	
                                                                                                              Capitalization

                                                                                                            	
                                                                                                              11

                                                                                                            
	 
      	
                                                                                                              3.3

                                                                                                            	
                                                                                                              Subsidiary of the Acquired
      Company

                                                                                                            	
                                                                                                              12

                                                                                                            
	 
      	
                                                                                                              3.4

                                                                                                            	
                                                                                                              Authority and
Enforceability

                                                                                                            	
                                                                                                              13

                                                                                                            
	 
      	
                                                                                                              3.5

                                                                                                            	
                                                                                                              No Conflicts;
Authorizations

                                                                                                            	
                                                                                                              13

                                                                                                            
	 
      	
                                                                                                              3.6

                                                                                                            	
                                                                                                              Financial Statements

                                                                                                            	
                                                                                                              14

                                                                                                            
	 
      	
                                                                                                              3.7

                                                                                                            	
                                                                                                              No Undisclosed Liabilities

                                                                                                            	
                                                                                                              14

                                                                                                            
	 
      	
                                                                                                              3.8

                                                                                                            	
                                                                                                              Status of PRMC’s
      business

                                                                                                            	
                                                                                                              14

                                                                                                            
	 
      	
                                                                                                              3.9

                                                                                                            	
                                                                                                              Taxes

                                                                                                            	
                                                                                                              14

                                                                                                            
	 
      	
                                                                                                              3.10

                                                                                                            	
                                                                                                              Compliance with Law

                                                                                                            	
                                                                                                              15

                                                                                                            
	 
      	
                                                                                                              3.11

                                                                                                            	
                                                                                                              Authorizations

                                                                                                            	
                                                                                                              15

                                                                                                            
	 
      	
                                                                                                              3.12

                                                                                                            	
                                                                                                              Real Property

                                                                                                            	
                                                                                                              16

                                                                                                            
	 
      	
                                                                                                              3.13

                                                                                                            	
                                                                                                              Intellectual Property

                                                                                                            	
                                                                                                              16

                                                                                                            
	 
      	
                                                                                                              3.14

                                                                                                            	
                                                                                                              Absence of Certain Changes or
      Events

                                                                                                            	
                                                                                                              16

                                                                                                            
	 
      	
                                                                                                              3.15

                                                                                                            	
                                                                                                              Contracts

                                                                                                            	
                                                                                                              18

                                                                                                            
	 
      	
                                                                                                              3.16

                                                                                                            	
                                                                                                              Litigation

                                                                                                            	
                                                                                                              18

                                                                                                            
	 
      	
                                                                                                              3.17

                                                                                                            	
                                                                                                              Employees and Benefit Plans

                                                                                                            	
                                                                                                              19

                                                                                                            
	 
      	
                                                                                                              3.18

                                                                                                            	
                                                                                                              Environmental

                                                                                                            	
                                                                                                              19

                                                                                                            
	 
      	
                                                                                                              3.19

                                                                                                            	
                                                                                                              Insurance

                                                                                                            	
                                                                                                              20

                                                                                                            
	 
      	
                                                                                                              3.20

                                                                                                            	
                                                                                                              Books and Records

                                                                                                            	
                                                                                                              20

                                                                                                            
	 
      	
                                                                                                              3.21

                                                                                                            	
                                                                                                              Brokers or Finders

                                                                                                            	
                                                                                                              21

                                                                                                            
	 
      	
                                                                                                              3.22

                                                                                                            	
                                                                                                              Bank Accounts

                                                                                                            	
                                                                                                              21

                                                                                                            
	 
      	
                                                                                                              3.23

                                                                                                            	
                                                                                                              Powers of Attorney

                                                                                                            	
                                                                                                              21

                                                                                                            
	 
      	
                                                                                                              3.24

                                                                                                            	
                                                                                                              Support Services

                                                                                                            	
                                                                                                              21

                                                                                                            
	 
      	
                                                                                                              3.25

                                                                                                            	
                                                                                                              Mining Matters

                                                                                                            	
                                                                                                              21

                                                                                                            
	 
      	
                                                                                                              3.26

                                                                                                            	
                                                                                                              Representations Relating to Sellers’ Acquisition
      of the Purchase Price Shares

                                                                                                            	
                                                                                                              22

                                                                                                            
	 
      	
                                                                                                              3.27

                                                                                                            	
                                                                                                              No Corrupt Practices

                                                                                                            	
                                                                                                              24

                                                                                                            
	
                                                                                                              Article IV. REPRESENTATIONS AND WARRANTIES OF
      BUYER

                                                                                                            	
                                                                                                              25

                                                                                                            
	 
      	
                                                                                                              4.1

                                                                                                            	
                                                                                                              Organization and Good
    Standing

                                                                                                            	
                                                                                                              25

                                                                                                            
	 
      	
                                                                                                              4.2

                                                                                                            	
                                                                                                              Capitalization

                                                                                                            	
                                                                                                              25

                                                                                                            
	 
      	
                                                                                                              4.3

                                                                                                            	
                                                                                                              Subsidiaries of the Buyer

                                                                                                            	
                                                                                                              26

                                                                                                            
	 
      	
                                                                                                              4.4

                                                                                                            	
                                                                                                              Authority and
Enforceability

                                                                                                            	
                                                                                                              26

                                                                                                            
	 
      	
                                                                                                              4.5

                                                                                                            	
                                                                                                              No Conflicts;
Authorizations

                                                                                                            	
                                                                                                              27

                                                                                                            
	 
      	
                                                                                                              4.6

                                                                                                            	
                                                                                                              Financial Statements

                                                                                                            	
                                                                                                              27

                                                                                                            
	 
      	
                                                                                                              4.7

                                                                                                            	
                                                                                                              No Undisclosed Liabilities

                                                                                                            	
                                                                                                              27

                                                                                                            
	 
      	
                                                                                                              4.8

                                                                                                            	
                                                                                                              Absence of Certain Changes or
      Events

                                                                                                            	
                                                                                                              28

                                                                                                            
	 
      	
                                                                                                              4.9

                                                                                                            	
                                                                                                              Litigation

                                                                                                            	
                                                                                                              28

                                                                                                            
	 
      	
                                                                                                              4.10

                                                                                                            	
                                                                                                              Brokers or
      Finders

                                                                                                            	
                                                                                                              29

                                                                                                            
	 
      	
                                                                                                              4.11

                                                                                                            	
                                                                                                              Exchange Act Filings

                                                                                                            	
                                                                                                              29

                                                                                                            
	 
      	
                                                                                                              4.12

                                                                                                            	
                                                                                                              Investment Company Act

                                                                                                            	
                                                                                                              29

                                                                                                            
	 
      	
                                                                                                              4.13

                                                                                                            	
                                                                                                              Internal Controls

                                                                                                            	
                                                                                                              29

                                                                                                            
	 
      	
                                                                                                              4.14

                                                                                                            	
                                                                                                              Sarbanes-Oxley

                                                                                                            	
                                                                                                              29

                                                                                                            
	 
      	
                                                                                                              4.15

                                                                                                            	
                                                                                                              No Corrupt Practices

                                                                                                            	
                                                                                                              29

                                                                                                            


                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                	
                                                                                                                        Article V. COVENANTS OF
    SELLERS

                                                                                                                      	
                                                                                                                        30

                                                                                                                      
	 
      	
                                                                                                                        5.1

                                                                                                                      	
                                                                                                                        Access to Samples

                                                                                                                      	
                                                                                                                        30

                                                                                                                      
	 
      	
                                                                                                                        5.2

                                                                                                                      	
                                                                                                                        Confidentiality

                                                                                                                      	
                                                                                                                        30

                                                                                                                      
	 
      	
                                                                                                                        5.3

                                                                                                                      	
                                                                                                                        Notification of Certain
    Matters

                                                                                                                      	
                                                                                                                        31

                                                                                                                      
	 
      	
                                                                                                                        5.4

                                                                                                                      	
                                                                                                                        Lock-Up; No Shorting

                                                                                                                      	
                                                                                                                        31

                                                                                                                      
	
                                                                                                                        Article VI. COVENANTS OF
    BUYER

                                                                                                                      	
                                                                                                                        31

                                                                                                                      
	 
      	
                                                                                                                        6.1

                                                                                                                      	
                                                                                                                        Preemptive Rights

                                                                                                                      	
                                                                                                                        31

                                                                                                                      
	 
      	
                                                                                                                        6.2

                                                                                                                      	
                                                                                                                        Seller Nominee to Board of
      Directors

                                                                                                                      	
                                                                                                                        32

                                                                                                                      
	 
      	
                                                                                                                        6.3

                                                                                                                      	
                                                                                                                        Rule 144 Information

                                                                                                                      	
                                                                                                                        32

                                                                                                                      
	 
      	
                                                                                                                        6.4.

                                                                                                                      	
                                                                                                                        Sellers’ Options to
      Invest

                                                                                                                      	
                                                                                                                        33

                                                                                                                      
	
                                                                                                                        Article VII. COVENANTS OF BUYER AND
      SELLER

                                                                                                                      	
                                                                                                                        33

                                                                                                                      
	 
      	
                                                                                                                        7.1

                                                                                                                      	
                                                                                                                        Public Announcements

                                                                                                                      	
                                                                                                                        33

                                                                                                                      
	 
      	
                                                                                                                        7.2

                                                                                                                      	
                                                                                                                        Tax Matters

                                                                                                                      	
                                                                                                                        33

                                                                                                                      
	 
      	
                                                                                                                        7.3

                                                                                                                      	
                                                                                                                        Cooperation in Filing Tax
      Returns

                                                                                                                      	
                                                                                                                        33

                                                                                                                      
	 
      	
                                                                                                                        7.4

                                                                                                                      	
                                                                                                                        Use of Certain Names

                                                                                                                      	
                                                                                                                        34

                                                                                                                      
	 
      	
                                                                                                                        7.5

                                                                                                                      	
                                                                                                                        Further Assurances

                                                                                                                      	
                                                                                                                        34

                                                                                                                      
	
                                                                                                                        Article VIII. DELIVERABLES

                                                                                                                      	
                                                                                                                        34

                                                                                                                      
	 
      	
                                                                                                                        8.1

                                                                                                                      	
                                                                                                                        Deliveries by
      Buyer

                                                                                                                      	
                                                                                                                        34

                                                                                                                      
	 
      	
                                                                                                                        8.2

                                                                                                                      	
                                                                                                                        Deliveries by Sellers

                                                                                                                      	
                                                                                                                        34

                                                                                                                      
	
                                                                                                                        Article IX. AVAILABLE
    REMEDIES

                                                                                                                      	
                                                                                                                        35

                                                                                                                      
	
                                                                                                                        Article X. INDEMNIFICATION

                                                                                                                      	
                                                                                                                        35

                                                                                                                      
	 
      	
                                                                                                                        10.1

                                                                                                                      	
                                                                                                                        Survival

                                                                                                                      	
                                                                                                                        35

                                                                                                                      
	 
      	
                                                                                                                        10.2

                                                                                                                      	
                                                                                                                        Indemnification by Sellers

                                                                                                                      	
                                                                                                                        36

                                                                                                                      
	 
      	
                                                                                                                        10.3

                                                                                                                      	
                                                                                                                        Indemnification by Buyer

                                                                                                                      	
                                                                                                                        36

                                                                                                                      
	 
      	
                                                                                                                        10.4

                                                                                                                      	
                                                                                                                        Indemnification Procedures for Third Party
      Claims

                                                                                                                      	
                                                                                                                        37

                                                                                                                      
	 
      	
                                                                                                                        10.5

                                                                                                                      	
                                                                                                                        Indemnification Procedures for Non-Third Party
      Claims

                                                                                                                      	
                                                                                                                        39

                                                                                                                      
	 
      	
                                                                                                                        10.6

                                                                                                                      	
                                                                                                                        Maximum Liability

                                                                                                                      	
                                                                                                                        40

                                                                                                                      
	 
      	
                                                                                                                        10.7

                                                                                                                      	
                                                                                                                        Exclusion of consequential
      liability

                                                                                                                      	
                                                                                                                        40

                                                                                                                      
	 
      	
                                                                                                                        10.8

                                                                                                                      	
                                                                                                                        Environmental Actions

                                                                                                                      	
                                                                                                                        40

                                                                                                                      
	 
      	
                                                                                                                        10.9

                                                                                                                      	
                                                                                                                        Effect of Investigation;
    Waiver

                                                                                                                      	
                                                                                                                        40

                                                                                                                      
	
                                                                                                                        Article XI. MISCELLANEOUS

                                                                                                                      	
                                                                                                                        41

                                                                                                                      
	 
      	
                                                                                                                        11.1

                                                                                                                      	
                                                                                                                        Notices

                                                                                                                      	
                                                                                                                        41

                                                                                                                      
	 
      	
                                                                                                                        11.2

                                                                                                                      	
                                                                                                                        Amendments and Waivers

                                                                                                                      	
                                                                                                                        42

                                                                                                                      
	 
      	
                                                                                                                        11.3

                                                                                                                      	
                                                                                                                        Expenses

                                                                                                                      	
                                                                                                                        43

                                                                                                                      
	 
      	
                                                                                                                        11.4

                                                                                                                      	
                                                                                                                        Successors and Permitted
      Assigns

                                                                                                                      	
                                                                                                                        43

                                                                                                                      
	 
      	
                                                                                                                        11.5

                                                                                                                      	
                                                                                                                        Governing Law

                                                                                                                      	
                                                                                                                        43

                                                                                                                      
	 
      	
                                                                                                                        11.6

                                                                                                                      	
                                                                                                                        Consent to Jurisdiction

                                                                                                                      	
                                                                                                                        43

                                                                                                                      
	 
      	
                                                                                                                        11.7

                                                                                                                      	
                                                                                                                        Counterparts

                                                                                                                      	
                                                                                                                        43

                                                                                                                      
	 
      	
                                                                                                                        11.8

                                                                                                                      	
                                                                                                                        Third Party Beneficiaries

                                                                                                                      	
                                                                                                                        43

                                                                                                                      
	 
      	
                                                                                                                        11.9

                                                                                                                      	
                                                                                                                        Entire Agreement

                                                                                                                      	
                                                                                                                        43

                                                                                                                      
	 
      	
                                                                                                                        11.10

                                                                                                                      	
                                                                                                                        Captions

                                                                                                                      	
                                                                                                                        44

                                                                                                                      
	 
      	
                                                                                                                        11.11

                                                                                                                      	
                                                                                                                        Severability

                                                                                                                      	
                                                                                                                        44

                                                                                                                      
	 
      	
                                                                                                                        11.12

                                                                                                                      	
                                                                                                                        Interpretation

                                                                                                                      	
                                                                                                                        44

                                                                                                                      


                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Sellers
Disclosure Schedules

     

    Buyer
Disclosure Schedule

     

    Exhibits

     

    Exhibit A - CD with
disclosed Due Diligence documents


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    STOCK
PURCHASE AGREEMENT

     

    STOCK
PURCHASE AGREEMENT, dated as of August 3, 2010 (the “Agreement”), between Li3
Energy, Inc., a Nevada corporation (“Buyer”), and Pacific Road
Capital A Pty. Limited, as trustee for Pacific Road Resources Fund A, a trust
governed by the laws of Australia (“Fund A”), Pacific Road Capital
B Pty. Limited, as trustee for Pacific Road Resources Fund B, a trust governed
by the laws of Australia (“Fund
B”), and Pacific Road Capital Management G.P. Limited, as General Partner
of Pacific Road Resources Fund L.P., limited partnership formed and registered
under the laws of  England and Wales (“PR Partnership” and, together
with Fund A and Fund B, “Sellers”).

     

    WHEREAS,
Sellers are the record and beneficial owners of all of the issued and
outstanding share capital (the “Acquired Shares”), of Alfredo
Holdings, Ltd., an exempted limited company incorporated under the laws of the
Cayman Islands (the “Acquired
Company”), which owns eight hundred seventy-three thousand, eight hundred
sixty-three (873,863) of the issued share capital of Pacific Road Mining Chile,
SA, a Chilean corporation (“PRMC”). The remaining 2 shares
of the issued share capital of PRMC (“PRMC Minority Shareholding”)
are owned one each by Carlos Alberto Reyes Comandari; and Alejandra Pérez
Rossi.

     

    WHEREAS,
Sellers desire to sell the Acquired Shares to Buyer, and Buyer desires to
purchase the Acquired Shares from Sellers and the PRMC Minority Shareholding,
upon the terms and subject to the conditions set forth in this
Agreement.

     

    NOW,
THEREFORE, in consideration of the foregoing premises and the respective
representations and warranties, covenants and agreements contained herein, the
parties hereto agree as follows:

     

    ARTICLE
I.  DEFINITIONS

     

    1.1           Definitions.
When used
in this Agreement, the following terms shall have the meanings assigned to them
in this Section 1.1, or in the applicable Section of this Agreement to which
reference is made in this Section 1.1.

     

    “Affiliate” means, with respect
to any specified Person, any other Person directly or indirectly controlling,
controlled by or under common control with such specified
Person.

     

    “Alfredo Property” means
collectively all the mining concessions specified in Article 1 of the Option to
Purchase Agreement.

     

    “Authorization” means any
authorization, approval, consent, certificate, license, permit or franchise of
or from any Governmental Entity or pursuant to any applicable Law.

     

    “Business Day” means a day
other than a Saturday, Sunday or other day on which banks located in Santiago, Chile are authorized or
required by Law to close.

     

    “Buyer Company” means Buyer,
and each of Buyer’s domestic and foreign Subsidiaries, and “Buyer Companies” means,
collectively, Buyer and all such Subsidiaries.

     

    “Capital Stock” means (a) in
the case of a corporation, its shares of capital stock, (b) in the case of an
exempted limited company incorporated under the laws of the Cayman Islands, its
share capital, (c) in the case of a partnership or limited liability company,
its partnership or membership interests or units (whether general or limited),
and (d) any other interest that confers on a Person the right to receive a share
of the profits and losses, or distribution of assets, of the issuing
entity.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Charter Documents” means, with
respect to any entity, the certificate of incorporation, the articles of
incorporation, by-laws, articles of organization, memorandum and articles of
association, limited liability company agreement, partnership agreement,
formation agreement, joint venture agreement or other similar organizational
documents of such entity (in each case, as amended).

     

    “Claim” means any (i) Lien
arising in connection with community property laws, claim, preferential purchase
right, option, right of first refusal, indenture, production payment,
restriction, burden, right of purchase or right of a vendor under any title
retention or conditional sale agreement, or (ii) arrangement, contract,
commitment, understanding or obligation of any nature whatsoever which serves to
restrict or impair the value of a property or security.

     

    “Contract” means any agreement,
contract, license, lease, commitment, arrangement or understanding, written or
oral, including any sales order or purchase order.

     

    “Due Diligence” means the
enquiries and investigations into the Acquired Company, PRMC, the Alfredo
Property and its assets and rights carried out by the Buyer.

     

    “Equity Securities” means (a)
shares of Capital Stock, and (b) options, warrants, purchase rights,
subscription rights, conversion rights, exchange rights or other Contracts that,
directly or indirectly, could require the issuer thereof to issue, sell or
otherwise cause to become outstanding shares of Capital Stock.

     

    “Exchange Act” means the United
States Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.

     

    “Final Determination” means a
decision, judgment, decree or other order by any court of competent
jurisdiction, which decision, judgment, decree or other order has become final
after all allowable appeals by either party to the action have been exhausted or
the time for filing such appeals has expired and is not subject to further
review or modification.

     

    “GAAP US” means United States
generally accepted accounting principles.

     

    “Governmental Entity” means any
government, governmental, semi-governmental, administrative, fiscal, municipal
or judicial body, including any department, commission, board, agency, bureau,
subdivision, instrumentality, official or other regulatory, administrative or
judicial authority thereof.

     

    “Indebtedness” means any of the
following: (a) any indebtedness for borrowed money, (b) any obligations
evidenced by bonds, debentures, notes or other similar instruments, (c) any
obligations to pay the deferred purchase price of property or services, except
trade accounts payable and other current Liabilities arising in the ordinary
course of business, (d) any obligations as lessee under capitalized leases, (e)
any indebtedness created or arising under any conditional sale or other title
retention agreement with respect to acquired property, (f) any obligations,
contingent or otherwise, under acceptance credit, letters of credit or similar
facilities, and (g) any guaranty of any of the foregoing.

     

    “Indemnitee” means any Person
that is seeking indemnification from an Indemnitor pursuant to the provisions of
this Agreement.

     

    “Indemnitor” means any party
hereto from which any Indemnitee is seeking indemnification pursuant to the
provisions of this Agreement.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    “Knowledge” of a Person or any
similar phrase means, with respect to any fact or matter, the actual knowledge
of the directors and  executive officers of the Person or its
Subsidiaries, together with such knowledge that such directors, executive
officers could be expected to discover after due investigation concerning the
existence of the fact or matter in question.

     

    “Law” means any statute, law
(including common law), constitution, treaty, ordinance, code, order, decree,
judgment, rule, regulation and any other binding requirement or determination of
any Governmental Entity.

     

    “Lien” means, with respect to
any property or asset, any mortgage, lien, pledge, charge, security interest,
adverse claim or other encumbrance in respect of such property or
asset.

     

    “Losses” means all losses,
damages, claims (including third party claims), charges, interest, penalties,
Taxes, costs and expenses (including reasonable legal, consultant, accounting
and other professional fees, costs of sampling, testing, investigation, removal,
treatment and remediation of contamination and fees and costs incurred in
enforcing rights under Article X), but excluding consequential liability
pursuant to the terms in Section 10.7.

     

    “Material Adverse Effect” on a
Person means a material adverse effect on the condition (financial or
otherwise), operations or results of operations of that Person and its
Subsidiaries taken as a whole.

     

    “Mines” means excavations in
the soil and sub-soil from which ores or other Minerals are removed, excluding
any such removal for exploration works or evaluation purposes.

     

    “Minerals” means any metallic
or non-metallic substance, existing within the boundaries of the Mining
Concessions.

     

    “Mineral Interest” or “Mining Concession” mean any
mining exploration concessions (Concesiones de Exploracion), mining claims
(Pertenencias), whether fully granted or still under procedure (pedimentos or
manifestaciones) pursuant to Chilean mining law, which is part of the Alfredo
Property.

     

    “Mineral Leases” means.
agreements between a property owner and another party who is allowed to explore
for and extract Minerals that are found on the Mining Concessions for a stated
time in exchange for periodic payments to the landowner.

     

    “Option to Purchase Agreement”
means that certain Option to Purchase Agreement, dated as of June 6, 2008, by
and between Sociedad Contractual Minera La Fortaleza, and PRMC, as amended as of
April 17, 2009 and assigned as of  October 24 2008, a copy of which is
attached in the Seller Disclosure Schedule.

     

    “Order” means any award,
injunction, judgment, decree, order, ruling, subpoena or verdict or other
decision issued, promulgated or entered by or with any Governmental Entity of
competent jurisdiction.

     

    “Permitted Liens” means (a)
Liens for current real or personal property taxes not yet due and payable, (b)
workers’, carriers’ and mechanics’ or other like liens incurred in the ordinary
course of business with respect to which payment is not due and that do not
impair the conduct of the businesses of the Acquired Company or  its
Subsidiary or the present use of the affected property and (c) liens that are
immaterial in character, amount, and extent and which do not detract from the
value or interfere with the present or proposed use of the properties they
affect.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    “Person” means an individual, a
corporation, a partnership, a limited liability company, a trust, an
unincorporated association, a Governmental Entity or any agency, instrumentality
or political subdivision of a Governmental Entity, or any other entity or
body.

     

    “Pre-Closing Environmental
Liabilities” means Liabilities based upon or arising out of a breach of
Environmental Laws in connection with PRMC’s activities in the Alfredo Property
at any time from the date of the Option to Purchase Agreement until
Closing.

     

    “SEC” means the United States
Securities and Exchange Commission.

     

    “Securities Act” means the
United States Securities Act of 1933, as amended and the rules and regulations
promulgated thereunder.

     

    “Seller Company” means each
Seller and each of the Acquired Company and PRMC, and “Seller Companies” means,
collectively, Sellers, the Acquired Company and PRMC.

     

    “Subsidiary” or “Subsidiaries” means, with
respect to any party, any Person, of which (a) such party or any other
Subsidiary of such party is a general partner (excluding partnerships, the
general partnership interests of which held by such party or any Subsidiary of
such party do not have a majority of the voting interest in such partnership),
or (b) at least a majority of the securities or other interests having by their
terms ordinary voting power to elect a majority of the board of directors or
others performing similar functions with respect to such Person is directly or
indirectly owned or controlled by such party and/or by any one or more of its
Subsidiaries.

     

    “Tax” or “Taxes” means any and all
federal, state, local, or foreign net or gross income, gross receipts, net
proceeds, sales, use, ad valorem, value added, franchise, withholding, payroll,
employment, excise, property, deed, stamp, alternative or add-on minimum,
profits,  transaction, license, lease, service, service use,
occupation, severance, energy, unemployment, social security, workers’
compensation, capital, premium, and other taxes, assessments, customs, duties,
fees, levies or other governmental charges of any nature whatever, whether
disputed or not, together with any interest, penalties, additions to tax, or
additional amounts with respect thereto.

     

    “Tax Returns” means any return,
declaration, report, claim for refund, or information return or statement
relating to Taxes, including any schedule or attachment thereto, and including
any amendment thereof.

     

    “Taxing Authority” means any
Governmental Entity having jurisdiction with respect to any Tax.

     

    “Trading Day” with respect to
any security, means any day on which the principal securities exchange or
electronic quotation service on which such security is traded or quoted is
open.

     

    “Transaction Documents” means
this Agreement and all other agreements, instruments, schedules and other
documents entered into or to be entered into or furnished or to be
furnished  pursuant hereto, or in connection with the execution or
performance of this Agreement.

     

    “Transfer Taxes” means sales,
use, transfer, real property transfer, recording, documentary, stamp,
registration and stock transfer taxes and fees.

     

    “$” means United States
dollars.

     

    1.2           Other Defined Terms.
The
following terms have the meanings assigned to such terms in the Sections of the
Agreement set forth below:


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      
        
          	
                  Acquired
      Balance Sheet

                	 
      	
                  3.6

                
	
                  Acquired
      Balance Sheet Date

                	 
      	
                  3.6

                
	
                  Acquired
      Company

                	 
      	
                  Recital

                
	
                  Acquired
      Financial Statements

                	 
      	
                  3.6

                
	
                  Acquired
      Shares

                	 
      	
                  Recital

                
	
                  Acquired
      Subsidiary Shares

                	 
      	
                  3.3(b)

                
	
                  Acquisition

                	 
      	
                  2.1

                
	
                  Action

                	 
      	
                  3.16(a)

                
	
                  Agreement

                	 
      	
                  Preamble

                
	
                  Alfredo
      Mine

                	 
      	
                  2.1(b)

                
	
                  Applicable
      Survival Period

                	 
      	
                  10.1(c)

                
	
                  Buyer

                	 
      	
                  Preamble

                
	
                  Buyer
      Annual Financial Statements

                	 
      	
                  4.6

                
	
                  Buyer
      Balance Sheet

                	 
      	
                  4.6

                
	
                  Buyer
      Balance Sheet Date

                	 
      	
                  4.6

                
	
                  Buyer
      Common Stock

                	 
      	
                  2.1(a)

                
	
                  Buyer
      Disclosure Schedule

                	 
      	
                  Preamble
      to Article IV

                
	
                  Buyer
      Financial Statements

                	 
      	
                  4.6

                
	
                  Buyer
      Indemnitees

                	 
      	
                  10.2(a)

                
	
                  Buyer
      Interim Balance Sheet

                	 
      	
                  4.6

                
	
                  Buyer
      Interim Balance Sheet Date

                	 
      	
                  4.6

                
	
                  Buyer
      Interim Financial Statements

                	 
      	
                  4.6

                
	
                  Buyer
      SEC Report

                	 
      	
                  4.12

                
	
                  Buyer
      Warranty Losses

                	 
      	
                  10.2(b)

                
	
                  Closing

                	 
      	
                  2.2

                
	
                  Closing
      Date

                	 
      	
                  2.2

                
	
                  Consents

                	 
      	
                  3.5(a)

                
	
                  Contingent
      Consideration

                	 
      	
                  2.1(b)

                
	
                  Contingent
      Milestone

                	 
      	
                  2.1(b)

                
	
                  Environment

                	 
      	
                  3.18(a)(i)

                
	
                  Environmental
      Action

                	 
      	
                  3.18(a)(ii)

                
	
                  Environmental
      Laws

                	 
      	
                  3.18(a)(iii)

                
	
                  Environmental
      Permits

                	 
      	
                  3.18(a)(iv)

                
	
                  Equity
      Payment Option

                	 
      	
                  2.1(c)

                
	
                  Hazardous
      Substances

                	 
      	
                  3.18(a)(v)

                
	
                  Intellectual
      Property

                	 
      	
                  3.13(a)

                
	
                  Liabilities

                	 
      	
                  3.6

                
	
                  Material
      Contract

                	 
      	
                  3.15(b)

                
	
                  Maximum
      Liability Amount

                	 
      	
                  10.6
      (a)

                
	
                  Milestone
      Notice

                	 
      	
                  2.1(c)

                
	
                  Minor
      Contracts

                	 
      	
                  3.15(e)

                
	
                  Moving
      Average Price

                	 
      	
                  2.1(a)

                
	
                  Notice
      of Claim

                	 
      	
                  10.4(a)

                
	
                  PPO
      Price

                	 
      	
                  2.1(a)

                
	
                  PRMC

                	 
      	
                  Recitals

                
	
                  PRMC
      Payable

                	 
      	
                  3.14(xviii)

                
	
                  PRMC
      Minority Shareholding

                	 
      	
                  Recitals

                


        

      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Purchase
      Price Shares

                	 
      	
                  2.1(a)

                
	
                  Release

                	 
      	
                  3.18(a)(vi)

                
	
                  Seller
      Disclosure Schedule

                	 
      	
                  Preamble
      to Article III

                
	
                  Seller
      Indemnitees

                	 
      	
                  10.3(a)

                
	
                  Seller
      Warranty Losses

                	 
      	
                  10.3(b)

                
	
                  Third
      Party Claim

                	 
      	
                  10.4(a)

                
	
                  Third
      Party Defense

                	 
      	
                  10.4(b)

                
	
                  Traspaso
      de Acciones

                	 
      	
                  2.3(b)

                


        

      

    

     

    ARTICLE
II.  PURCHASE AND SALE

     

    2.1           Purchase and Sale of the
Acquired Shares. Upon the
terms and subject to the conditions of this Agreement, at the Closing, the
Sellers shall sell to Buyer, and Buyer shall purchase from the Sellers, all of
the Acquired Shares free and clear of all Liens.  The aggregate
consideration to be provided by Buyer to the Sellers for the Acquired Shares
(The purchase and sale of the Acquired Shares is referred to in this Agreement
as the “Acquisition”)
is:

     

    (a)          A
number of newly issued shares (the “Purchase Price Shares”) of the
common stock, par value $0.001 per share, of the Buyer (“Buyer Common Stock”), equal to
the quotient of $2,500,000 divided by the lesser of (i) Moving Average Price (as
defined below) as of the Closing, and (ii) the price per share of Buyer Common
Stock received by Buyer in any private placement of Buyer Common Stock completed
by Buyer after April 20, 2010 and prior to the Closing (such lesser price, the
“PPO
Price”).  As used in this Agreement, the “Moving Average Price,” as of
any date, means the average of the last sale price (or, if there are no sales on
such date, the closing bid price) for the Buyer Common Stock on the thirty (30)
Trading Days immediately preceding such date.  The Purchase Price
Shares shall be delivered as provided in Section 2.3; and

     

    (b)          If
and when the following milestones (“Contingent Milestones”) are
achieved with respect to a mine to recover iodine or nitrate from the Alfredo
Property (the “Alfredo
Mine”), Buyer shall pay to Sellers the following additional amounts in
cash (the “Contingent
Consideration”):

     

    
      	
               
      

            	
              (i)

            	
              $1,000,000
      upon board resolution of Buyer to commence final engineering and design of
      the Alfredo Mine;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      further $2,000,000 upon board resolution of Buyer to commence construction
      of the Alfredo Mine; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      further $2,500,000 upon commencement of commercial production from the
      Alfredo Mine. For these purposes commercial production means the
      production from the Alfredo Property at a rate of 75% of design capacity
      for 3 months.

            


    

     

    (c)          Within
fifteen (15) Business Days of the occurrence of any Contingent Milestone, Buyer
shall give each Seller notice thereof (a “Milestone
Notice”).  Each Seller shall have the right (the “Equity Payment Option”) to
elect to receive any payment of Contingent Consideration in shares of Buyer
Common Stock, valued for such purpose at the greater of (i) the PPO Price and
(ii) the Moving Average Price as of the date of payment.  Each Seller
may exercise its Equity Payment Option with respect to the Contingent
Consideration arising out of any Contingent Milestone by delivering notice of
such Seller’s exercise of the Equity Payment Option to Buyer within five (5)
Business Days of receiving the Milestone Notice related to such Contingent
Milestone.  Buyer shall pay the Contingent Consideration with respect
to any Contingent Milestone to the Sellers within thirty (30) Business Days of
the occurrence of such Contingent Milestone. Sellers shall have the right, on
reasonable written request to Buyer, to inspect the Alfredo Property from time
to time in order to assess the progress made toward completion of the Contingent
Milestones, provided such inspections do not adversely affect the normal
operation of the Alfredo Property.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (d)          Buyer
shall deliver to each Seller such portion of the Purchase Price Shares or
Contingent Consideration, as the case may be, as is set forth for such Seller in
Schedule 2.1(d) hereto. Buyer shall deliver a portion of the Purchase Price
Shares not to exceed 20% to such other Person designated by a Seller, provided
that such Person agrees to the transfer restrictions set forth in Section 5.4
(in this specific case the Lock-up Period shall be of 6 months and not 18 months
as provided in such Section 5.4) and makes customary investor qualification
representations in a written document in a form reasonably acceptable to Sellers
and Buyer. Schedule 2.1(d) sets forth the allocation of the Purchase Price
Shares considering the Persons hereby designated by Sellers.

     

    (e)          Sellers
acknowledge and agree that Buyer is under no obligation to seek the achievement
of any Contingent Milestone, to cause PRMC to exercise any rights under the
Option to Purchase Agreement, or otherwise to seek to explore and/or develop the
Alfredo Property or any other Mine or Mineral Interests.

     

    (f)           If,
at any time within the period ending on the third anniversary following the
Closing Date, the Buyer sells, transfers or otherwise disposes, directly or
indirectly, of all or substantially all of the Acquired Shares, the shares of
PRMC or the Alfredo Property to any other Person, then prior to such sale,
transfer or disposition, the acquiring party must first expressly acknowledge to
the Sellers and the Buyer in writing that it is bound by the Buyer’s obligations
in Section 2.1(b) above, in form satisfactory to the Sellers. In such case (i)
the transferee will satisfy the payment obligations in cash and the Equity
Payment Option shall not apply and (ii) Buyer will cease to be liable to Sellers
for any subsequent Contingent Consideration.

     

    2.2           Closing Date.
The
signing and closing of the Acquisition (the “Closing”) take place
concurrently at the offices of Baker & McKenzie, in Santiago, Chile, at
10:00 a.m. on  August 3, 2010. The date upon which the Closing and the
signing simultaneously occur is herein referred to as the “Closing Date.”

     

    2.3           Transactions to be Effected
at the Closing.

     

    (a)          At
the Closing, Buyer shall deliver to Sellers (i) certificates representing the
Purchase Price Shares, and (ii) all other documents, instruments or certificates
required to be delivered by Buyer, acting reasonably, at or prior to the Closing
pursuant to this Agreement.

     

    (b)          At
the Closing, Sellers shall deliver to Buyer or procure the delivery to the Buyer
of (or if Buyer so elects, to a Subsidiary of the Buyer):  (i)
executed instruments of transfer; (ii) a resolution of the board of directors of
the Acquired Company noting and approving the transfer of the Acquired Shares
from Sellers to the Buyer; (iii)  all other documents and instruments
necessary to vest in Buyer (or its Subsidiary) all of Sellers’ right, title and
interest in and to the Acquired Shares, free and clear of all Liens; (iii) copy
of the members register of the Acquired Company evidencing the transfer of the
Acquired Shares; (iv) duly executed transfer documents (“Traspaso de Acciones”) of PRMC
Minority Shareholding to the Affiliate of the Buyer designated by Buyer;
(v)  the shareholders’ registry of PRMC evidencing the transfer
of  PRMC Minority Shareholding to the Affiliate designated by Buyer;
(vi) original share certificates of PRMC Minority Shareholding in the name of
Carlos Alberto Reyes Comandari and Alejandra Pérez Rossi duly cancelled and
newly issued shares certificate of  PRMC  in the name of the
Affiliate designated by Buyer; and (vii) all other documents, instruments or
certificates required to be delivered by Sellers at or prior to the Closing
pursuant to this Agreement. Documents indicated in letters (iv), (v) and (vi)
may be delivered by Seller to Buyer’s counsel in Chile, Baker & McKenzie
Santiago,  who shall acknowledge receipt of those
documents.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    ARTICLE III.  REPRESENTATIONS AND WARRANTIES OF SELLERS

     

    Sellers represent and warrant to Buyer that each statement contained in this Article III is true and correct as of the date
hereof, except as set forth in the in the disclosure schedule dated and
delivered as of the date hereof by Sellers to Buyer (the “Seller Disclosure Schedule”),
which is attached to this Agreement and is designated therein as being the
Seller Disclosure Schedule. The Seller Disclosure Schedule shall be arranged in
sections corresponding to each Section of this Article III.  Each
exception to a representation and warranty set forth in the Seller Disclosure
Schedule shall qualify the specific representation and warranty which is
referenced in the applicable section of the Seller Disclosure Schedule, and no
other representation or warranty.

     

    3.1           Organization and Good
Standing.

     

    (a)           The
Acquired Company is an exempted limited company duly incorporated, validly
existing and in good standing under the Laws of the Cayman Islands, Fund A and
Fund B are trusts duly organized, validly existing and in good standing under
the Laws of Australia; and PR Partnership is an limited partnership duly formed
and registered, validly existing and in good standing under the Laws of England
and Wales.  Each of the Sellers and the Acquired Company has all
requisite power to own and to carry on its business as currently conducted, and
the Acquired Company is duly qualified to do business and is in good standing
in  Cayman Islands.

     

    (b)           Neither
the Acquired Company nor any Seller is in default under its Charter Documents.
The Charter Documents of the Acquired Company in the forms attached to the
Seller Disclosure Schedule are the Charter Documents of the Acquired Company as
in effect on the date of this Agreement.

     

    3.2           Capitalization.

     

    (a)           The
authorized Capital Stock of the Acquired Company consists of five million
(5,000,000) shares with a par value of $0.01 per share. All of the Acquired
Shares are duly authorized, validly issued, fully paid and nonassessable and are
owned of record and beneficially by Sellers  free and clear of all
Liens.  Upon transfer of the Acquired Shares to Buyer in accordance
with the terms of Article II.  , and upon the directors of the
Acquired Company approving and registering the transfers and the Buyer being
entered into the Acquired Company’s register of members as the registered owner
of the Acquired Shares, Buyer will receive valid title to the Acquired Shares,
free and clear of all Liens.

     

    (b)           All
of the Acquired Shares were issued in compliance with applicable Laws. None of
the Acquired Shares was issued in violation of any Contract to which any Seller
or the Acquired Company is a party or is subject to, or in violation of, any
preemptive or similar rights of any Person.

     

    (c)           Other
than the Acquired Shares, the Acquired Company does not have outstanding any
Equity Securities or any other securities. The Acquired Company is not a party
or subject to any Contract obligating the Acquired Company to issue any Equity
Securities or any other securities and, to Seller’s Knowledge, there is no
circumstance or condition that may give rise to a claim by any Person that such
Person is entitled to acquire any securities of the Acquired Company. The
Acquired Company does not have outstanding any bonds, debentures, notes or other
obligations the holders of which have the right to vote (or convertible into, or
exercisable or exchangeable for, securities having the right to vote) on any
matter.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    (d)           The
Acquired Company does not have outstanding or authorized any stock appreciation,
phantom stock, profit participation, or similar rights.

     

    (e)           Neither
Seller nor the Acquired Company is a party or subject to any stockholder
agreement, voting agreement, voting trust or any other similar arrangement which
has the effect of restricting or limiting the transfer, voting or other rights
associated with the Acquired Shares.

     

    (f)           There
are no obligations, contingent or otherwise, of the Acquired Company to provide
corporate funding (in the form of a loan or capital contribution) to any
Person.

     

    (g)           No
share certificates have been issued by the Acquired Company or are existing in
respect of the Acquired Shares.

     

    3.3          Subsidiary of the Acquired
Company.

     

    (a)           PRMC
is validly existing and in good standing under the Laws of the jurisdiction of
its formation, has all requisite power to carry on its business as currently
conducted, and is duly qualified to do business and is in good standing in each
jurisdiction in which it conducts any business so as to require such
qualification.

     

    (b)           PRMC
is  the only Subsidiary of the Acquired Company. The Seller Disclosure
Schedule sets forth  the formation documents, the authorized and
outstanding Capital Stock of such Subsidiary and the owner(s) of record of such
outstanding Capital Stock. The outstanding shares of Capital Stock of the
Subsidiary of the Acquired Company (collectively, the “Acquired Subsidiary Shares”) are duly
authorized, validly issued, fully paid and nonassessable, and are owned by the
Acquired Company or another Subsidiary or nominee of the Acquired Company free
and clear of all Liens.

     

    (c)           All
of the Acquired Subsidiary Shares were issued in compliance with applicable
Laws. None of the Acquired Subsidiary Shares was issued in violation of any
Contract to which any Seller, the Acquired Company or  its Subsidiary
is a party or is subject.

     

    (d)           Other
than the Acquired Subsidiary Shares set forth in the Seller Disclosure Schedule,
the Subsidiary of the Acquired Company does not have outstanding any Equity
Securities or any other securities. The Subsidiary of the Acquired Company is
not a party and it is not subject to any Contract obligating such Subsidiary to
issue any Equity Securities or any other securities and, to Seller’s Knowledge,
there is no circumstance or condition that may give rise to a claim by any
Person that such Person is entitled to acquire any securities of the Subsidiary
of the Acquired Company. No Subsidiary of the Acquired Company has outstanding
any bonds, debentures, notes or other obligations the holders of which have the
right to vote (or convertible into, or exercisable or exchangeable for,
securities having the right to vote) on any matter.

     

    (e)           No
Subsidiary of the Acquired Company has outstanding or authorized any stock
appreciation, phantom stock, profit participation, or similar
rights.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (f)           Other
than PRMC,  the Acquired Company does not directly or indirectly own
any Equity Securities or other securities in any Person.
Likewise.  PRMC does not directly or indirectly own any Equity
Securities or other securities in any Person

     

    (g)           None
of Seller, the Acquired Company or the Subsidiary of the Acquired Company is a
party or subject to any stockholder agreement, voting agreement, voting trust or
any other similar arrangement which has the effect of restricting or limiting
the transfer, voting or other rights associated with the Acquired Subsidiary
Shares.

     

    (h)           There
are no obligations, contingent or otherwise, of the Subsidiary of the Acquired
Company to provide corporate funding (in the form of a loan or capital
contribution) to any Person.

     

    3.4          Authority and
Enforceability. Such
Seller has the requisite power and authority to enter into this Agreement and to
consummate the Acquisition. The execution and delivery of this Agreement and the
consummation of the Acquisition have been duly authorized by all necessary
corporate action on the part of such Seller. This Agreement has been duly
executed and delivered by or on behalf of such Seller and, assuming due
authorization, execution and delivery by Buyer, constitutes the valid and
binding obligation of such Seller, enforceable against it in accordance with its
terms, except as such enforceability may be limited by (a) bankruptcy,
insolvency, reorganization, moratorium or other similar Laws affecting or
relating to creditors’ rights generally, and (b) the availability of injunctive
relief and other equitable remedies.

     

    3.5          No Conflicts;
Authorizations.

     

    (a)           The
execution and delivery of this Agreement by or on behalf of the Sellers do not,
and the performance by Sellers of their obligations hereunder and the
consummation by Sellers of the transactions contemplated hereby (in each case,
with or without the giving of notice or lapse of time, or both) will not,
directly or indirectly, (i) violate the provisions of any of the Charter
Documents of any Seller, the Acquired Company or its Subsidiary, (ii) violate or
constitute a default, an event of default or an event creating rights of
acceleration, termination, cancellation, imposition of additional obligations or
loss of rights, or require a consent to assignment, under any Contract (A) to
which any Seller, the Acquired Company or its Subsidiary is a party, (B) of
which any Seller, the Acquired Company or its Subsidiary is a beneficiary or (C)
by which any Seller, the Acquired Company or its Subsidiary or any of their
respective assets is bound, (iii) to Sellers’ Knowledge, violate or conflict
with any Law, Authorization or Order applicable to any Seller, the Acquired
Company or its Subsidiary, or give any Governmental Entity or other Person the
right to challenge any of the transactions contemplated by this Agreement or to
exercise any remedy, obtain any relief under or revoke or otherwise modify any
rights held under, any such Law, Authorization or Order, or (iv) to Sellers’
Knowledge, result in the creation of any Liens upon any of the assets owned or
used by any Seller, the Acquired Company or its Subsidiary.  Section
3.5(a) of the Seller Disclosure Schedule sets forth all consents, waivers,
assignments and other approvals and actions that are required in connection with
the transactions contemplated by this Agreement under any Contract to which the
Acquired Company or its Subsidiary is a party (collectively, “Consents”) in order to
preserve all rights of, and benefits to, the Acquired Company and its Subsidiary
thereunder.

     

    (b)           No
Authorization or Order of, registration, declaration or filing with, or notice
to, any Governmental Entity or other Person is required by or with respect to
any Seller, the Acquired Company or its Subsidiary in connection with the
execution and delivery of this Agreement and the consummation of the
Acquisition.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    3.6          Financial Statements.
True and
complete copies of (a) the financial statements of the Acquired Company from
inception until July 15, 2010 and the related balance sheet, statement of income
and statement of changes in equity; (b) the financial statements of PRMC as at
December 31 in each of the years 2008 and 2009 and the related statements of
income and retained earnings for the years then ended; and (c) the financial
statements consisting of the balance sheet of the PRMC as at June 30, 2010, and
the related statements of income and retained earnings for the six-month period
then ended. The financial statements referred to in (a), (b) and (c) above
collectively referred to as the “Acquired Financial
Statements”, all of which are included in the Seller Disclosure Schedule.
The Acquired Financial Statements are true, complete and correct and have been
prepared in accordance with generally accepted accounting principles in the
jurisdiction of their respective place of incorporation  applied on a
consistent basis throughout the periods involved, subject, in the case of
interim financial statements, to normal and recurring year-end adjustments (the
effect of which will not be materially adverse) and the absence of notes (that,
if presented, would not differ materially from those presented in the annual
financial statements). The Acquired Financial Statements are based on the books
and records of the Acquired Company and its Subsidiary, and fairly present the
financial condition of the Acquired Company and its Subsidiary as of the
respective dates they were prepared and the results of the operations of the
Acquired Company and its Subsidiary for the periods indicated. The balance
sheets of the Acquired Company as of July 15, 2010 and its Subsidiary as of June
30, 2010 are referred to herein as the “Acquired Balance Sheet” and
June 30, 2010 is referred to as the “Acquired Balance Sheet
Date”.  Each of the Acquired Company and its Subsidiary
maintains a standard system of accounting established and administered in
accordance with generally accepted accounting principles in the jurisdiction of
their respective place of incorporation. 

     

    3.7          No Undisclosed
Liabilities. To the
Seller’s Knowledge the Acquired Company and its Subsidiary have no liabilities,
obligations or commitments of any nature whatsoever, asserted or unasserted,
known or unknown, absolute or contingent, accrued or unaccrued, matured or
unmatured or otherwise (“Liabilities”), except (a)
those which are reflected or reserved against in the Acquired Balance Sheet as
of the Acquired Balance Sheet Date, (b) those which have been incurred in the
ordinary course of business and consistent with past practice since the Acquired
Balance Sheet Date and which are not, individually or in the aggregate, material
in amount; and (c) the PRMC Payable

     

    3.8          Status of PRMC’s
business. PRMC has
not started the operation and exploitation of the Alfredo
Property.   The Acquired Company and PRMC do not have customers,
inventories or account receivables (other than VAT receivables).

     

    3.9          Taxes.

     

    (a)           All
Tax Returns required to have been filed by or with respect to the
Acquired  Company and its Subsidiary have been duly and timely filed,
and each such Tax Return correctly and completely reflects liability for Taxes
and all other information required to be reported thereon. All Taxes owed by the
Acquired Company and its Subsidiary (whether or not shown on any Tax Return)
have been timely paid. The Acquired Company and its Subsidiary have adequately
provided for, in their books of account and related records, liability for all
unpaid Taxes, being current Taxes not yet due and payable.

     

    (b)           Other
than as specified in Seller’s Disclosure Schedule, there is no action or audit
currently proposed, threatened or pending against, or with respect to, the
Acquired Company or its Subsidiary in respect of any Taxes.  The
Acquired Company and its Subsidiary are not the beneficiary of any extension of
time within which to file any Tax Return, nor have any of the Acquired Company
or its Subsidiary made (or had made on their behalf) any requests for such
extensions. No claim has ever been made by an authority in a jurisdiction where
any of the Acquired Company or its Subsidiary do not file Tax Returns that any
of them is or may be subject to taxation by that jurisdiction or that any of
them must file Tax Returns. There are no Liens on any of the stock or assets of
the Acquired Company or its Subsidiary with respect to Taxes.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (c)           The
Sellers, the Acquired Company and its Subsidiary have withheld and timely paid
all Taxes required to have been withheld and paid and have complied with all
information reporting and backup withholding requirements, including maintenance
of required records with respect thereto.

     

    (d)           There
is no dispute or claim concerning any liability for Taxes with respect to the
Acquired Company and its Subsidiary for which notice has been provided, or which
is asserted or threatened, or which is otherwise known to Seller or any other
Seller Company. No issues have been raised in any Taxes examination with respect
to any Seller Company which, by application of similar principles, could be
expected to result in liability for Taxes for the Acquired Company or its
Subsidiary. The Seller Disclosure Schedule lists all federal, state, local, and
foreign income Tax Returns filed with respect to the Acquired Company and its
Subsidiary for taxable periods ended on or after December 31, 2008.

     

    (e)           The
tax losses of the Acquired Company and its Subsidiary have been incurred in
accordance with the Law, including those related to the tax enquiry identified
in the Sellers’ Disclosure Schedule. The Acquired Company and its Subsidiary
maintain all appropriate supporting accounting books and commercial
documentation evidencing such losses, which losses may be supported and
justified with any Tax Authority.

     

    (f)           No
Tax will be payable by PRMC or the Acquired Company as a result of activities
performed within tax periods starting before the Closing Date which Tax Returns
are filed on or after the Closing Date.

     

    3.10        Compliance with
Law.

     

    (a)           From
their incorporation date and until the Closing Date, each of the Acquired
Company and its Subsidiary has complied in all material respects with each, and
is not in material violation of any, applicable Law to which the Acquired
Company or any such Subsidiary or its respective business, operations, assets or
properties is or has been subject.

     

    (b)           No
event has occurred and to Sellers’ Knowledge no circumstances exist that (with
or without the passage of time or the giving of notice) may result in a
violation of, conflict with or failure on the part of the Acquired Company or
its Subsidiary to comply with, any Law. Neither the Acquired Company nor its
Subsidiary has received notice regarding any violation of, conflict with, or
failure to comply with, any Law.

     

    3.11        Authorizations.

     

    (a)           Each
of the Acquired Company and its Subsidiary owns, holds or lawfully uses in the
operation of its business all Authorizations which are necessary for it to
conduct its business as currently conducted or for the ownership and use of the
assets owned or used by the Acquired Company or any such Subsidiary in the
conduct of its business free and clear of all Liens. Such Authorizations are
valid and in full force and effect and none of such Authorizations will be
terminated or impaired or become terminable as a result of the transactions
contemplated by this Agreement

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (b)           No
event has occurred and to Sellers’ Knowledge no circumstances exist that (with
or without the passage of time or the giving of notice) may result in a
violation of, conflict with, failure on the part of the Acquired Company
or  its Subsidiary to comply with the terms of, or the revocation,
withdrawal, termination, cancellation, suspension or modification of any
Authorization. Neither the Acquired Company nor its Subsidiary has received
notice regarding any violation of, conflict with, failure to comply with the
terms of, or any revocation, withdrawal, termination, cancellation, suspension
or modification of, any Authorization. Neither the Acquired Company nor its
Subsidiary is in default, nor has the Acquired Company or its Subsidiary
received notice of any claim of default, with respect to any
Authorization.

     

    3.12        Real Property.
The
Acquired Company and PRMC do not own, lease or otherwise have any interest in
any Real Property or Personal Property.

     

    3.13        Intellectual
Property. 

     

    (a)           As
used in this Agreement, “Intellectual Property” means:
(i) inventions (whether or not patentable), trade secrets, technical data,
databases, customer lists, designs, tools, methods, processes, technology,
ideas, know-how, source code, product road maps and other proprietary
information and materials; (ii) trademarks and service marks (whether or not
registered), trade names, logos, trade dress and other proprietary indicia and
all goodwill associated therewith; (iii) documentation, advertising copy,
marketing materials, web-sites, specifications, mask works, drawings, graphics,
databases, recordings and other works of authorship, whether or not protected by
copyright; (iv) computer programs, including any and all software
implementations of algorithms, models and methodologies, whether in source code
or object code, design documents, flow-charts, user manuals and training
materials relating thereto and any translations thereof; and (v) all forms of
legal rights and protections that may be obtained for, or may pertain to, the
Intellectual Property set forth in clauses (i) through (iv) in any country of
the world, including all letters patent, patent applications, provisional
patents, design patents, PCT filings, invention disclosures and other rights to
inventions or designs , all registered and unregistered copyrights in both
published and unpublished works , all trademarks, service marks and other
proprietary indicia (whether or not registered) , trade secret rights, mask
works, moral rights or other literary property or authors rights, and all
applications, registrations, issuances, divisions, continuations, renewals,
reissuances and extensions of the foregoing.

     

    (b)           Neither
the Acquired Company nor PRMC owns any right, title or interest in or to any
Intellectual Property other than the names “Pacific Road,” “Pacific Road Mining”
and “Pacific Road Mining Chile” (the “Pacific Road Marks”).


     

    3.14        Absence of Certain Changes
or Events. From the
Acquired Balance Sheet Date (in the case of PRMC) and from July 15, 2010 (in the
case of the Acquired Company) to the Closing Date:

     

    
      	
               
      

            	
              (i)

            	
              there
      has not been any material adverse change in the condition (financial or
      otherwise), operations, prospects or results of operations of the Acquired
      Company and its Subsidiary taken as a
whole;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              neither
      the Acquired Company nor  its Subsidiary has amended or changed
      its Charter Documents;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              neither
      the Acquired Company nor its Subsidiary has declared, set aside or paid
      any dividend or other distribution (whether in cash, stock or property)
      with respect to any Equity Security or any other
  security;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              neither
      the Acquired Company nor its Subsidiary has split, combined or
      reclassified any Equity Security or other security, or issued, or
      authorized for issuance, any Equity Security or other
      security;

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (v)

            	
              neither
      the Acquired Company nor its Subsidiary has altered any term of any
      outstanding Equity Security or other
security;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              neither
      the Acquired Company nor its Subsidiary has hired any employee or
      otherwise incurred in any material labor or social security
      liability;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              the
      Acquired Company nor its Subsidiary has sold, leased, transferred or
      assigned any property or  material assets of the Acquired
      Company or any such Subsidiary;

            


    

     

    
      	
               
      

            	
              (viii)

            	
              neither
      the Acquired Company nor its Subsidiary has incurred, assumed or
      guaranteed
any  Indebtedness;

            


    

     

    
      	
               
      

            	
              (ix)

            	
              neither
      the Acquired Company nor its Subsidiary has created or assumed any Lien on
      the Alfredo Property or has created or assumed any material Lien on any
      other asset;

            


    

     

    
      	
               
      

            	
              (x)

            	
              neither
      the Acquired Company nor its Subsidiary has made any loan, advance or
      capital contribution to, or investment in, any Person other than travel
      loans, payments or advances in the ordinary course of business consistent
      with past practice;

            


    

     

    
      	
               
      

            	
              (xi)

            	
              neither
      the Acquired Company nor its Subsidiary has entered into any Contract in
      amounts exceeding $25,000; (i) the Option to Purchase Agreement has not
      been modified, and (ii) no rights thereunder have been waived or
      accelerated;

            


    

     

    
      	
               
      

            	
              (xii)

            	
              there
      has not been any material violation of or conflict with any Law to which
      the business, operations, assets or properties of the Acquired Company or
      its Subsidiary are subject;

            


    

     

    
      	
               
      

            	
              (xiii)

            	
              none
      of Sellers, the Acquired Company or the Subsidiary of the Acquired Company
      has agreed or entered into any arrangement to take any action which, if
      taken prior to the date hereof, would have made any representation or
      warranty set forth in this Article III.  untrue or
      incorrect;

            


    

     

    
      	
               
      

            	
              (xiv)

            	
              To
      the Sellers’ Knowledge there has not been any material damage, destruction
      or loss with respect to the property and assets of the Acquired Company or
      its Subsidiary;

            


    

     

    
      	
               
      

            	
              (xv)

            	
              none
      of the Acquired Company or its Subsidiary has made any change in
      accounting practices;

            


    

     

    
      	
               
      

            	
              (xvi)

            	
              none
      of the Acquired Company or its Subsidiary has made any Tax election,
      changed its method of Tax accounting or settled any claim for Taxes;
      or

            


    

     

    
      	
               
      

            	
              (xvii)

            	
              none
      of Sellers, the Acquired Company or  its Subsidiary has agreed,
      whether in writing or otherwise, to do any of the
    foregoing.

            


    

     

    
      	
               
      

            	
              (xviii)

            	
              Pursuant
      to the Letter of Intent executed by Sellers and Buyer on April 20 2010,
      Buyer had to make a payment in the amount of $90,000 to the Sellers, which
      the latter instructed the Buyer to deliver directly to PRMC. PRMC recorded
      the $90,000 as an account payable to Sellers (the “PRMC
      Payable”).

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    3.15        Contracts.

     

    (a)           The
Seller Disclosure Schedule contains a complete and accurate list of each
Contract or series of related Contracts to which the Acquired Company
or  its Subsidiary is a party or is subject, or by which any of their
respective assets are bound:

     

    (b)           Other
than the Letter of Intent executed by Sellers and Buyer on April 20 2010, the
Option to Purchase Agreement is the only material contract entered into by the
Acquired Company or PRMC (the “Material Contract”), which is
in full force and effect and valid and enforceable in accordance with its
terms.

     

    (c)           Neither
the Acquired Company nor its Subsidiary is, and to each Seller’s Knowledge, no
other party thereto is, in default in the performance, observance or fulfillment
of any obligation, covenant, condition or other term contained in the Material
Contract, and neither the Acquired Company nor its Subsidiary has given or
received notice to or from any Person relating to any such alleged or potential
default that has not been cured. To Sellers’ Knowledge, no event has occurred
which with or without the giving of notice or lapse of time, or both, may
conflict with or result in a violation or breach of, or give any Person the
right to exercise any remedy under or accelerate the maturity or performance of,
or cancel, terminate or modify, the Material Contract.

     

    (d)           Sellers
have delivered accurate and complete copies of each Contract listed in the
Seller Disclosure Schedule to Buyer.

     

    (e)           All
Contracts other than Material Contracts to which the Acquired Company
or  its Subsidiary is a party or is subject, or by which any of their
respective assets are bound (collectively, the “Minor Contracts”), are in all
material respects valid and enforceable in accordance with their terms. Neither
the Acquired Company nor  its Subsidiary is in default in the
performance, observance or fulfillment of any obligation, covenant or condition
contained therein, and no event has occurred which with or without the giving of
notice or lapse of time, or both, would constitute a default thereunder by the
Acquired Company or  its Subsidiary, except in either case where such
default individually or in the aggregate would not reasonably be expected to
have a Material Adverse Effect on the Acquired Company.

     

    (f)           The
Option to Purchase Agreement grants to PRMC an exclusive, irrevocable and
unconditional (except for the payment of the corresponding option fees) right to
purchase the Alfredo Property. PRMC has paid to Sociedad Contractual Minera la
Fortaleza all the option fees due in consideration for the option to purchase
the Alfredo Property up to the Closing Date.  Each of the current and
former parties to the Option Purchase Agreement took all necessary corporate
actions and exercised all powers and/or actions necessary to authorize the
execution, delivery and performance by it of the Option to Purchase Agreement,
including each of its amendments and assignments.

     

    3.16        Litigation.

     

    (a)           There
is no action, suit or proceeding, claim, arbitration, litigation or
investigation (each, an “Action”) (i) pending or, to
any Seller’s Knowledge, threatened against or affecting the Acquired Company
or  its Subsidiary, or (ii) that challenges or seeks to prevent,
enjoin or otherwise delay the transactions contemplated by this Agreement. No
event has occurred or circumstances exist that may give rise or serve as a basis
for any such Action. There is no Action against any current or, to any Seller’s
Knowledge, former director or employee of the Acquired Company or its Subsidiary
with respect to which the Acquired Company or any such Subsidiary has or is
reasonably likely to have an indemnification obligation.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (b)           There
is no unsatisfied judgment, penalty or award against or affecting the Acquired
Company or  its Subsidiary or any of their respective properties or
assets.  To Seller’s Knowledge there is no Order to which the Acquired
Company or its Subsidiary or any of their respective properties or assets are
subject.

     

    3.17        Employees and Benefit
Plans. Neither
the Acquired Company nor PRMC have any employees, labor or social security
liability or pension or benefit plan.

     

    3.18        Environmental.

     

    (a)           As
used in this Agreement, the following words and terms have the following
definitions:

     

    
      	
               
      

            	
              (i)

            	
              “Environment” the global
      system made up of natural and artificial elements, whose physical,
      chemical and biological nature, along with their cultural interactions,
      are in constant change by all human or natural actions, which govern and
      condition the existence and further development of life and each one of
      its forms.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              “Environmental Action”
      means any claim, proceeding or other Action brought or threatened under
      any Environmental Law or otherwise asserting that the Acquired Company or
      a Subsidiary of the Acquired Company has incurred any Pre-Closing
      Environmental Liability.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              “Environmental Laws”
      means any and all applicable Laws and Authorizations issued, promulgated
      or entered into by any Chilean Governmental Entity relating to the
      Environment, human health, worker health and safety, preservation or
      reclamation of natural resources, or to the management, handling, use,
      generation, treatment, storage, transportation, disposal, manufacture,
      distribution, formulation, packaging, labeling, Release or threatened
      Release of or exposure to Hazardous Substances, whether now existing or
      subsequently amended or enacted.,

            


    

     

    
      	
               
      

            	
              (iv)

            	
              “Environmental Permits”
      means any Authorization under Environmental Law, and includes any and all
      Orders issued or entered into by a Governmental Entity under Environmental
      Law.

            


    

     

    
      	
               
      

            	
              (v)

            	
              “Hazardous Substances”
      means all explosive materials, radioactive materials, hazardous materials,
      toxic materials, wastes, chemicals, petroleum, petroleum by-products and
      petroleum products (including crude oil or any fraction thereof), asbestos
      and asbestos containing materials, and all other materials, chemicals and
      substances that are regulated by, form the basis of liability or are
      defined as hazardous, extremely hazardous, toxic or words of similar
      import, under any Environmental
Law.

            


    

     

    
      	
               
      

            	
              (vi)

            	
              “Release” means any
      spilling, leaking, pumping, pouring, emitting, emptying, discharging,
      injecting, escaping, leaching, dumping, or disposing of Hazardous
      Substances into the Environment.

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (b)           Each
of the Acquired Company and its Subsidiary has been, and is currently, in
compliance with all Environmental Laws. None of Seller, the Acquired Company
or  its Subsidiary has received notice alleging that the Acquired
Company or  its Subsidiary is not in such compliance with
Environmental Laws.

     

    (c)           There
are no past, pending or, to any Seller’s Knowledge, threatened Environmental
Actions against or affecting the Acquired Company its Subsidiary or the Mining
Concessions, and no Seller is aware of any facts or circumstances which could be
expected to form the basis for any Environmental Action against the Acquired
Company or any such Subsidiary.

     

    (d)           Neither
the Acquired Company nor its Subsidiary has entered into or agreed to any Order,
and to Sellers Knowledge neither the Acquired Company nor its Subsidiary is
subject to any Order, relating to compliance with any Environmental Law or to
investigation or cleanup of a Hazardous Substance under any Environmental
Law.

     

    (e)           No
Lien has been attached to, or asserted against, the assets, the Mining
Concessions, the or rights of the Acquired Company or  its Subsidiary
pursuant to any Environmental Law, and, to Sellers’ Knowledge, no such Lien has
been threatened. To Sellers’ Knowledge, there are no facts, circumstances or
other conditions that could be expected to give rise to any Liens on or
affecting any Mining Concession

     

    (f)           To
Sellers Knowledge, there has been no treatment, storage, disposal or Release of
any Hazardous Substance at, from, into, on or under any Mining
Concession.

     

    (g)           Neither
the Acquired Company nor its Subsidiary has received information requests from
the Comisión Nacional del
Medio Ambiente,  Ministerio del Medio Ambiente or Superintendencia del Medio
Ambiente in Chile.

     

    (h)           To
Sellers Knowledge, there is no asbestos containing material or lead based paint
containing materials in, at, on, under or within the Mining
Concessions.

     

    (i)           Neither
the Acquired Company nor its Subsidiary has transported or arranged for the
treatment, storage, handling, disposal, or transportation of any Hazardous
Material to any off-site location which is an Environmental Clean-up
Site.

     

    3.19        Insurance.
There are
no insurance policy which covers the Acquired Company or its Subsidiary or their
respective businesses, properties, assets or directors.

     

    3.20        Books and Records.
The
minute books (containing the records of the meetings, or written consents in
lieu of such meetings, of the shareholders, the board of directors and any
committees of the board of directors), the register of members of the Acquired
Company and its Subsidiary are correct and complete, and have been maintained in
accordance with the applicable Law and sound business practices. The minute
books of the Acquired Company and its Subsidiary contain accurate and complete
records of all meetings, or actions taken by written consent, of the
shareholders, the board of directors and any committees of the board of
directors, of the Acquired Company and its Subsidiary, and no meeting, or action
by written consent in lieu of such meeting, of any such shareholder, board of
directors or committee of such board of directors, has been held for which
minutes or written resolutions have not been prepared and not contained in the
minute books. At the Closing, all of the books and records of the Acquired
Company and its Subsidiary (including corporate, accounting and financial
records) will be in the possession of the Acquired Company.  At the
Closing, Sellers will deliver, or cause to be delivered, to Buyer or its
designee all of the minute books and other books and records of the Acquired
Company and its Subsidiary, subject to any restrictions under applicable
Law.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    3.21        Brokers or Finders.
No
broker, finder or investment banker is entitled to any brokerage, finder’s or
other fee or commission in connection with the transactions contemplated by this
Agreement based upon arrangements made by or on behalf of any Seller or the
Acquired Company or its Subsidiary, other than the finder fee in the amount of
$200,000 worth of Purchase Price Shares  payable to Rodman and Renshaw
LLC, which fee will be exclusively borne by Sellers

     

    3.22        Bank Accounts.
PRMC
maintains the bank account No 049-03384-00 at Banco de Chile.  Neither
PRMC or the Acquired Company has any other account, lock box or safe deposit
box.

     

    3.23        Powers of Attorney.
As of the
Closing Date the powers of attorney executed by or on behalf of the Acquired
Company or its Subsidiary in favor of any Person will be cancelled.

     

    3.24        Support Services.
Sellers
provide no support or other services to the Acquired Company and its
Subsidiary

     

    3.25        Mining Matters.
Without
limiting the generality of any of the
foregoing representations and warranties:

     

    (a)           Seller
Disclosure Schedule contains a list of all the Mining
Concessions.   Other than the Alfredo Property, PRMC does not
have any option to purchase or ownership interest in any mining
concession.

     

    (b)           None
of the Seller Company, their Affiliates, directors or executives own any mining
concession  within a distance of 5 (five) kilometers from the
boundaries of the Alfredo Property;

     

    (c)           There
are no Mines in the Alfredo Property and to the Seller’s Knowledge, PRMC has
conducted all exploration and evaluation activities  in all material
respects, in accordance with generally accepted mining practices and applicable
Laws;

     

    (d)           The
Sellers do not own or lease  any item of operating equipment required
in connection with the operation of its Mineral Interests;

     

    (e)           PRMC
will have good and defensible title to the Alfredo Property upon exercising its
right to purchase under the Option to Purchase Agreement (provided that the
parties to the Option to Purchase Agreement comply with their obligation
thereunder in accordance with its terms and Chilean Law) free and clear of any
Liens except for the Liens arising from the Option to Purchase
Agreement;

     

    (f)           There
are no Mineral Leases and other Contracts pursuant to which the Acquired Company
or its Subsidiary leases or otherwise acquires or obtains operating rights
affecting any Mining Concession or real property;

     

    (g)           There
are no royalties, overriding royalties and other burdens on production in
connection with the Alfredo Property other than those stated in the Option to
Purchase Agreement. All expenses relating to the ownership of the Mineral
Interests have been timely and properly paid or are pending payment and are
within the payment terms set forth in the contracts concerning the Mineral
Interest;

     

    (h)           To
Sellers’ Knowledge none of the Mineral Interests is subject to any preferential
purchase, consent or similar right (other than the Option to Purchase Agreement)
which would become operative as a result of the transactions contemplated by
this Agreement;

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (i)           To
Sellers’ Knowledge no Person other than the Acquired Company or a Subsidiary of
the Acquired Company has any right (whether preferential, subordinated,
previous  or subsequent) that may limit, conflict with or otherwise
affect the Mineral Interest, except as provided for in the Option to Purchase
Agreement;

     

    (j)           The
Acquired Company or its Subsidiary has all necessary  rights and
interests relating to the Mineral Interests granting the Acquired Company or its
Subsidiary, as applicable, the right and ability to explore for Minerals, ore
and metals as currently conducted;

     

    (k)           To
Sellers’ Knowledge the Mineral Interests: (A) have been properly granted and
issued by the appropriate Governmental Body; (B) are clear of all Liens (except
for those provided in the Option to Purchase Agreement) and are not the subject
of any unsatisfied penalties or unresolved disputes; (C) are not subject to the
rights or claims of any third party; (D) do not overlap any third-party claim
such as may entitle such third party to explore or mine any substance likely to
be granted under a mining concession on the same property; and

     

    (l)           To
Sellers’ Knowledge all terms of, and all requirements in connection with the
Mineral Interests have been met, including the timely payment of all annual fees
and compliance with all environmental obligations and all works performed by
PRMC.

     

    3.26        Representations Relating to
Sellers’ Acquisition of the Purchase Price Shares.

     

    (a)           Each
Seller is acquiring the Purchase Price Shares for investment for its own account
and not with the view to, or for resale in connection with, any distribution
thereof in violation of US Federal, applicable state securities laws or the
Lock-Up provision under this Agreement  Each Seller understands and
acknowledges that the Purchase Price Shares have not been registered under the
Securities Act or any state or foreign securities laws, by reason of a specific
exemption from the registration provisions of the Securities Act and applicable
state and foreign securities laws, which depends upon, among other things, the
bona fide nature of the investment intent as expressed herein.  Each
Seller further represents that it does not have any contract, undertaking,
agreement or arrangement with any Person to sell, transfer or grant
participation to any third person with respect to any of the Purchase Price
Shares.

     

    (b)           Each
Seller understands that an active public market for Buyer Common Stock may not
now exist and that there may never be an active public market for the Purchase
Price Shares acquired under this Agreement.

     

    (c)           Each
Seller either (i) is an “accredited investor” as defined in Rule 501 of
Regulation D as promulgated by the Securities and Exchange Commission under the
Securities Act or (ii) is not a “U.S. Person” as defined in Regulation S as
promulgated by the Securities and Exchange Commission under the Securities Act,
and, in each case, shall submit to Buyer such further assurances of such status
as may be reasonably requested by Buyer.

     

    (d)           Each
Seller, if a non-U.S. Person, agrees that it is acquiring the Shares in an
offshore transaction pursuant to Regulation S and hereby represents to Buyer as
follows:

     

    
      	
               
      

            	
              (i)

            	
              Such
      Seller is outside the United States when receiving and executing this
      Agreement;

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (ii)

            	
              Such
      Seller has not acquired the Shares as a result of, and will not itself
      engage in, any “directed selling efforts” (as defined in Regulation S) in
      the United States in respect of the Shares which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of the Shares; provided, however, that such Seller
      may sell or otherwise dispose of the Shares pursuant to registration of
      the Shares under the Securities Act and any applicable state and
      provincial securities laws or under an exemption from such registration
      requirements and as otherwise provided
herein;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Such
      Seller understands and agrees that offers and sales of any of the Shares
      prior to the expiration of a period of six (6) months after the Closing
      Date (the “Distribution Compliance Period”), shall only be made in
      compliance with the safe harbor provisions set forth in Regulation S,
      pursuant to the registration provisions of the Securities Act or an
      exemption therefrom, and that all offers and sales after the Distribution
      Compliance Period shall be made only in compliance with the safe harbor
      provisions set forth in Regulation S and the registration provisions of
      the Securities Act or an exemption therefrom, and in each case only in
      accordance with all applicable securities laws;
  and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Such
      Seller understands and agrees not to engage in any hedging transactions
      involving the Shares prior to the end of the Distribution Compliance
      Period unless such transactions are in compliance with the Securities
      Act.

            


    

     

    
      	
               
      

            	
              (v)

            	
              Such
      Seller hereby represents that it has satisfied itself as to the full
      observance of the laws of its jurisdiction in connection with any
      invitation to subscribe for the Shares or any use of this Subscription
      Agreement, including: (a) any applicable legal requirements incumbent upon
      such Seller within its jurisdiction for the purchase of the Shares; (b)
      any foreign exchange restrictions applicable to such purchase; (c) any
      governmental or other consents that such Seller may need to obtain; and
      (d) the income tax and other tax consequences, if any, that may be
      relevant to the purchase, holding, redemption, sale or transfer of the
      Shares. Such Seller’s subscription and payment for, and its continued
      beneficial ownership of the Shares, will not violate any applicable
      securities or other Laws of such Seller’s
  jurisdiction.

            


    

     

    (e)           Each
Seller represents that neither it nor, to its knowledge, any Person or entity
controlling, controlled by or under common control with it, nor any Person
having a beneficial interest in it, nor any Person on whose behalf such Seller
is acting: (i) is a Person listed in the Annex to Executive Order No. 13224
(2001) issued by the President of the United States (Executive Order Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to
Commit, or Support Terrorism); (ii) is named on the List of Specially Designated
Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets
Control; (iii) is a non-U.S. shell bank or is providing banking services
indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S. political figure
or an immediate family member or close associate of such figure; or (v) is
otherwise prohibited from investing in Buyer pursuant to applicable U.S.
anti-money laundering, anti-terrorist and asset control laws, regulations, rules
or orders (categories (i) through (v), each a “Prohibited
Seller”).  Each Seller agrees to provide Buyer, promptly upon request,
all information that is reasonably necessary or appropriate to comply with
applicable U.S. anti-money laundering, anti-terrorist and asset control laws,
regulations, rules and orders.  Each Seller consents to the disclosure
to U.S. regulators and law enforcement authorities by Buyer and its affiliates
and agents of such information about such Seller as is reasonably necessary or
appropriate to comply with applicable U.S. anti-money-laundering, anti-terrorist
and asset control laws, regulations, rules and orders.  Each Seller
acknowledges that if, following its investment in Buyer, Buyer reasonably
believes that such Seller is a Prohibited Seller or is otherwise engaged in
suspicious activity or refuses to promptly provide information that Buyer
requests, Buyer has the right or may be obligated to prohibit additional
investments, and take any other actions required by Law. 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (f)           Each
Seller or its duly authorized representative realizes that because of the
inherently speculative nature of business activities and investments of the kind
contemplated by Buyer, Buyer’s financial position and results of operations may
be expected to fluctuate from period to period and will, generally, involve a
high degree of financial and market risk that can result in substantial or, at
times, even total loss of the value of the Purchase Price Shares.

     

    (g)           Each
Seller acknowledges and agrees that Buyer was, at one time, a “shell company” as
defined in Rule 12b-2 under the Exchange Act.  Pursuant to Rule 144(i)
under the Securities Act, securities issued by a current or former shell company
(such as the Purchase Price Shares) that otherwise meet the holding period and
other requirements of Rule 144 nevertheless cannot be sold in reliance on Rule
144 until one year after the date on which such company filed current “Form 10
information” (as defined in Rule 144(i)) with the SEC reflecting that it ceased
being a shell company (and that, in the Company’s case, such Form 10 Information
was filed on May 14, 2010), and provided that at the time of a proposed sale
pursuant to Rule 144, the issuer is subject to the reporting requirements of
section 13 or 15(d) of the Exchange Act and has filed all reports and other
materials required to be filed by section 13 or 15(d) of the Exchange Act, as
applicable, during the preceding 12 months (or for such shorter period that the
issuer was required to file such reports and materials), other than Form 8-K
reports.  As a result, the restrictive legends on certificates for the
Purchase Price Shares set forth below cannot be removed except in connection
with an actual sale meeting the foregoing requirements.

     

    3.27        No Corrupt
Practices.

     

    (a)           None
of Sellers, the Acquired Company nor  its Subsidiary, nor any officer,
director, employee, or agent of any of them, nor any stockholder, member,
partner or other stakeholder of any of them acting on their behalf, has made any
offer, payment, promise to pay, or authorization of the payment of any money, or
offer, gift, promise to give, or authorization of the giving of anything of
value to:

     

    
      	
               
      

            	
              (i)

            	
              any
      Government Official for purposes of (A) (1) influencing any act or
      decision of such Government Official in his official capacity, (2)
      inducing such Government Official to do or omit to do any act in violation
      of the lawful duty of such official, or (3) securing any improper
      advantage; or (B) inducing such Government Official to use his influence
      with a foreign government or instrumentality thereof to affect or
      influence any act or decision of such government or instrumentality, in
      each case in order to assist any Seller, the Acquired Company
      or  its Subsidiary in obtaining or retaining business for or
      with, or directing business to, any Person;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      foreign political party or official thereof or any candidate for foreign
      political office for purposes of (A) (1) influencing any act or decision
      of such party, official, or candidate in its or his official capacity, (2)
      inducing such party, official, or candidate to do or omit to do an act in
      violation of the lawful duty of such party, official, or candidate, or (3)
      securing any improper advantage; or (B) inducing such party, official, or
      candidate to use its or his influence with a foreign government or
      instrumentality thereof to affect or influence any act or decision of such
      government or instrumentality. in each case in order to assist any Seller,
      the Acquired Company or  its Subsidiary in obtaining or
      retaining business for or with, or directing business to, any Person;
      or

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (iii)

            	
              any
      Person, while knowing that all or a portion of such money or thing of
      value will be offered, given, or promised, directly or indirectly, to any
      Government Official, to any foreign political party or official thereof,
      or to any candidate for foreign political office, for purposes of (A) (1)
      influencing any act or decision of such Government Official, political
      party, party official, or candidate in his or its official capacity, (2)
      inducing such Government Official, political party, party official, or
      candidate to do or omit to do any act in violation of the lawful duty of
      such Government Official, political party, party official, or candidate,
      or (3) securing any improper advantage; or (B) inducing such Government
      Official, political party, party official, or candidate to use his or its
      influence with a foreign government or instrumentality thereof to affect
      or influence any act or decision of such government or instrumentality, in
      each case in order to assist any Seller, the Acquired Company
      or  its Subsidiary in obtaining or retaining business for or
      with, or directing business to, any
Person.

            


    

     

    (b)           The
representations in Section 3.27(a) shall not apply to any facilitating or
expediting payment to a Government Official, political party, or party official
the purpose of which is to expedite or to secure the performance of a routine
governmental action by a Government Official, political party, or party
official.

     

    ARTICLE IV.  REPRESENTATIONS AND WARRANTIES OF
BUYER

     

    Buyer
represents and warrants to Sellers that each statement contained in this Article
IV.   is true and correct as of the date hereof, except as set
forth in the in the disclosure schedule dated and delivered as of the date
hereof by Buyer to Sellers (the “Buyer Disclosure Schedule”),
which is attached to this Agreement and is designated therein as being the Buyer
Disclosure Schedule. The Buyer Disclosure Schedule shall be arranged in sections
corresponding to each Section of this Article IV.  . Each exception to
a representation and warranty set forth in the Buyer Disclosure Schedule shall
qualify the specific representation and warranty which is referenced in the
applicable section of the Buyer Disclosure Schedule, and no other representation
or warranty.

     

    4.1          Organization and Good
Standing. 

     

    (a)           The
Buyer is a corporation duly organized, validly existing and in good standing
under the Laws of the jurisdiction of its incorporation, has all requisite power
to own, lease and operate its properties and to carry on its business as
currently conducted and as proposed to be conducted, and is duly qualified to do
business and is in good standing as a foreign corporation in each jurisdiction
in which it owns or leases property or conducts any business so as to require
such qualification.

     

    (b)           The
Buyer is not in default under its Charter Documents. The Charter Documents of
the Buyer in the forms attached to the Buyer Disclosure Schedule are the Charter
Documents of the Buyer as in effect on the date of this Agreement.

     

    4.2          Capitalization.  

     

    (a)           The
authorized Capital Stock of the Buyer consists of 290,000,000 shares of Buyer
Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per
share. As of July 28 2010, 76,625,095 shares of Buyer Common Stock are issued
and outstanding, and no shares of preferred stock are issued or
outstanding.  All of the outstanding shares of Buyer Common Stock were
duly authorized, validly issued and fully paid and are
nonassessable.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (b)           The
Purchase Price Shares are duly authorized, and upon transfer of the Purchase
Price Shares to Sellers in accordance with the terms of Article II.  ,
will be validly issued, fully paid and nonassessable.  The Purchase
Price Shares will be issued in compliance with applicable Laws. The Purchase
Price Shares will not be issued in violation of any Contract to which Buyer is a
party or is subject or in violation of any preemptive or similar rights of any
Person.

     

    (c)           Other
than the shares of Buyer Common Stock referred to in Section 4.2(a) and as set
forth in the Buyer Disclosure Schedule, the Buyer does not have outstanding any
Equity Securities or any other securities. Other than as set forth in the Buyer
Disclosure Schedule, the Buyer is not a party or subject to any Contract
obligating the Buyer to issue any Equity Securities or any other securities, and
there is no circumstance or condition that may give rise to a claim by any
Person that such Person is entitled to acquire any securities of the Buyer. The
Buyer does not have outstanding any bonds, debentures, notes or other
obligations the holders of which have the right to vote (or convertible into, or
exercisable or exchangeable for, securities having the right to vote) on any
matter.

     

    (d)           The
Buyer does not have outstanding or authorized any stock option, stock
appreciation, phantom stock, profit participation, or similar rights (other than
those that constitute Excluded Securities).

     

    (e)           Other
than as set forth in this Agreement or any other Transaction Document, the Buyer
is not a party or subject to any stockholder agreement, voting agreement, voting
trust or any other similar arrangement which has the effect of restricting or
limiting the transfer, voting or other rights associated with the Buyer Common
Stock.

     

    (f)           Other
than as set forth in the Buyer Disclosure Schedule, there are no obligations,
contingent or otherwise, of the Buyer to provide funds to or make any investment
(in the form of a loan, capital contribution or otherwise) in any
Person.

     

    4.3          Subsidiaries of the
Buyer.

     

    (a)           Each
Subsidiary of the Buyer is validly existing and in good standing under the Laws
of the jurisdiction of its formation, has all requisite power to own, lease and
operate its properties and to carry on its business as currently conducted and
as proposed to be conducted, and is duly qualified to do business and is in good
standing in each jurisdiction in which it owns or leases property or conducts
any business so as to require such qualification.

     

    (b)           The
outstanding shares of Capital Stock of each Subsidiary of the Buyer are duly
authorized, validly issued, fully paid and nonassessable, and are owned by the
Buyer or another Subsidiary of the Buyer free and clear of all
Liens.

     

    (c)           Other
than as set forth in the Buyer Disclosure Schedule, no Subsidiary of the Buyer
has outstanding any Equity Securities or any other securities not held by the
Buyer or another Subsidiary of the Buyer.

     

    4.4          Authority and
Enforceability. Buyer has
the requisite power and authority to enter into this Agreement and to consummate
the Acquisition. The execution and delivery of this Agreement and the
consummation of the Acquisition have been duly authorized by all necessary
corporate action on the part of Buyer. This Agreement has been duly executed and
delivered by Buyer and, assuming due authorization, execution and delivery by
the Sellers, constitutes the valid and binding obligation of Buyer, enforceable
against it in accordance with its terms, except as such enforceability may be
limited by (a) bankruptcy, insolvency, reorganization, moratorium or other
similar Laws affecting or relating to creditors’ rights generally, and (b) the
availability of injunctive relief and other equitable remedies.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    4.5          No Conflicts;
Authorizations. 

     

    (a)           The
execution and delivery of this Agreement by Buyer do not, and the performance by
Buyer of its obligations hereunder and the consummation by Buyer of the
transactions contemplated hereby (in each case, with or without the giving of
notice or lapse of time, or both) will not, directly or indirectly, (i) violate
the provisions of any of the Charter Documents of the Buyer or any of its
Subsidiaries, (ii) violate or constitute a default, an event of default or an
event creating rights of acceleration, termination, cancellation, imposition of
additional obligations or loss of rights, or require a consent to assignment,
under any Contract (A) to which the Buyer or any of its Subsidiaries is a party,
(B) of which the Buyer or any of its Subsidiaries is a beneficiary or (C) by
which the Buyer or any of its Subsidiaries or any of their respective assets is
bound, (iii) violate or conflict with any Law, Authorization or Order applicable
to Buyer or any of its Subsidiaries, or give any Governmental Entity or other
Person the right to challenge any of the transactions contemplated by this
Agreement or to exercise any remedy, obtain any relief under or revoke or
otherwise modify any rights held under, any such Law, Authorization or Order, or
(iv) result in the creation of any Liens upon any of the assets owned or used by
the Buyer or any of its Subsidiaries.

     

    (b)           No
Authorization or Order of, registration, declaration or filing with, or notice
to, any Governmental Entity or other Person is required by or with respect to
the Buyer or any of its Subsidiaries in connection with the execution and
delivery of this Agreement and the consummation of the Acquisition and the
issuance of the Purchase Price Shares.

     

    4.6          Financial Statements.
True and
complete copies of the Buyer’s audited consolidated financial statements
consisting of the consolidated balance sheet of the Buyer and its Subsidiaries
as at June 30 in each of the years 2008 and 2009 and the related statements of
income and retained earnings, stockholders’ equity and cash flow, for the years
then ended (the “Buyer
Annual Financial
Statements”), and unaudited consolidated financial statements consisting
of the balance sheet of the Buyer and its Subsidiaries as at March 31, 2010, and
the related statements of income and retained earnings, stockholders’ equity and
cash flow for the nine-month period then ended (the “Buyer Interim Financial Statements”
and together with the Buyer Annual Financial Statements, the “Buyer Financial Statements”), are
included in the Buyer Disclosure Schedule. The Buyer Financial Statements have
been prepared in accordance with GAAP US applied on a consistent basis
throughout the periods involved, subject, in the case of the Buyer Interim
Financial Statements, to normal and recurring year-end adjustments (the effect
of which will not be materially adverse) and the absence of notes (that, if
presented, would not differ materially from those presented in the Buyer Annual
Financial Statements). The Buyer Financial Statements are based on the books and
records of the Buyer and its Subsidiaries, and fairly present the financial
condition of the Buyer and its Subsidiaries as of the respective dates they were
prepared and the results of the operations of the Buyer and its Subsidiaries for
the periods indicated. The consolidated balance sheet of the Buyer and its
Subsidiaries as of June 30, 2009, is referred to herein as the “Buyer Balance Sheet” and the date
thereof as the “Buyer
Balance Sheet Date” and
the consolidated balance sheet of the Buyer and its Subsidiaries as of March 31,
2010, is referred to herein as the “Buyer Interim Balance Sheet” and the
date thereof as the “Buyer Interim Balance Sheet Date.”
Each of the Buyer and its Subsidiaries maintains a standard system of accounting
established and administered in accordance with GAAP US.

     

    4.7          No Undisclosed
Liabilities. The Buyer
and its Subsidiaries have no Liabilities, except (a) those which are adequately
reflected or reserved against in the Buyer Balance Sheet as of the Buyer Balance
Sheet Date, and (b) those which have been incurred in the ordinary course of
business and consistent with past practice since the Buyer Balance Sheet Date
and which are not, individually or in the aggregate, material in
amount.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    4.8          Absence of Certain Changes
or Events. Since the
Buyer Balance Sheet Date to the Closing Date:

     

    (a)           there
has not been any material adverse change in the condition (financial or
otherwise), operations, prospects or results of operations of the Buyer and its
Subsidiaries taken as a whole;

     

    (b)           neither
the Buyer nor any of its Subsidiaries has amended or changed its Charter
Documents;

     

    (c)           neither
the Buyer nor any of its Subsidiaries has declared, set aside or paid any
dividend or other distribution (whether in cash, stock or property) with respect
to any Equity Security or any other security;

     

    (d)           neither
the Buyer nor any of its Subsidiaries has split, combined or reclassified any
Equity Security or other security, or issued, or authorized for issuance, any
Equity Security or other security;

     

    (e)           neither
the Buyer nor any of its Subsidiaries has altered any term of any outstanding
Equity Security or other security;

     

    (f)           neither
the Buyer nor any of its Subsidiaries has incurred, assumed or guaranteed any
Indebtedness;

     

    (g)           neither
the Buyer nor any of its Subsidiaries has made any loan, advance or capital
contribution to, or investment in, any Person other than travel loans or
advances in the ordinary course of business consistent with past
practice;

     

    (h)           none
of the Buyer or the Subsidiaries of the Buyer has agreed or entered into any
arrangement to take any action which, if taken prior to the date hereof, would
have made any representation or warranty set forth in this Article
IV.   untrue or incorrect;

     

    (i)           there
has not been any material damage, destruction or loss with respect to the
property and assets of the Buyer or any of its Subsidiaries, whether or not
covered by insurance; or

     

    (j)           none
of the Buyer or any of its Subsidiaries has agreed, whether in writing or
otherwise, to do any of the foregoing.

     

    4.9          Litigation.

     

    (a)           There
is no Action, (i) pending or, to Buyer’s Knowledge, threatened against or
affecting the Buyer or any of its Subsidiaries, or (ii) that challenges or seeks
to prevent, enjoin or otherwise delay the transactions contemplated by this
Agreement.  No event has occurred or circumstances exist that may give
rise or serve as a basis for any such Action. There is no Action against any
current or, to Buyer’s Knowledge, former director or employee of the Buyer or
any of its Subsidiaries with respect to which the Buyer or any such Subsidiary
has or is reasonably likely to have an indemnification obligation.

     

    (b)           There
is no unsatisfied judgment, penalty or award against or affecting the Buyer or
any of its Subsidiaries or any of their respective properties or
assets.  To Buyer’s Knowledge there is no Order to which the Buyer or
any of its Subsidiaries or any of their respective properties or assets are
subject.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    4.10       Brokers or
Finders.  No broker, finder or investment banker is entitled to
any brokerage, finder’s or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of the Buyer or any of its Subsidiaries.

     

    4.11       Exchange Act
Filings.  Each document filed or required to be filed by the
Buyer pursuant to the Exchange Act (each “Buyer SEC Report”) complied and will
comply when so filed in all material respects with the Exchange Act and do not
and will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading.

     

    4.12       Investment Company
Act.  The Buyer is not required to register as an “investment
company” as such term is defined in the Investment Company Act of 1940, as
amended.

     

    4.13       Internal
Controls.  Except as disclosed in the Buyer SEC Reports, the
Buyer and each of its Subsidiaries maintain a system of internal accounting
controls sufficient to provide reasonable assurance that (i) transactions are
executed in accordance with management’s general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP US and to maintain asset accountability;
(iii) access to assets is only permitted in accordance with management’s general
or specific authorization, and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.  Except as set forth in the
Buyer SEC Reports, management has not identified any weaknesses in internal
controls over financial reporting, and since the date of the Buyer Financial
Statements, there has been no change in the Buyer’s internal control over
financial reporting that has materially affected or is likely to materially
adversely affect, the Buyer’s internal control over financial
reporting.

     

    4.14       Sarbanes-Oxley.  The
Buyer is in compliance in all material respects with the applicable provisions
of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in
connection therewith that are effective as of the date hereof.

     

    4.15       No Corrupt
Practices.  Neither the Buyer, nor any officer, director,
employee, or agent of any of them, nor any stockholder, member, partner or other
stakeholder of any of them acting on their behalf, has made any offer, payment,
promise to pay, or authorization of the payment of any money, or offer, gift,
promise to give, or authorization of the giving of anything of value
to:

     

    (a)           any
Government Official for purposes of (A) (1) influencing any act or decision of
such Government Official in his official capacity, (2) inducing such Government
Official to do or omit to do any act in violation of the lawful duty of such
official, or (3) securing any improper advantage; or (B) inducing such
Government Official to use his influence with a foreign government or
instrumentality thereof to affect or influence any act or decision of such
government or instrumentality, in each case in order to assist Buyer in
obtaining or retaining business for or with, or directing business to, any
Person; or

     

    (b)           any
foreign political party or official thereof or any candidate for foreign
political office for purposes of (A) (1) influencing any act or decision of such
party, official, or candidate in its or his official capacity, (2) inducing such
party, official, or candidate to do or omit to do an act in violation of the
lawful duty of such party, official, or candidate, or (3) securing any improper
advantage; or (B) inducing such party, official, or candidate to use its or his
influence with a foreign government or instrumentality thereof to affect or
influence any act or decision of such government or instrumentality. in each
case in order to assist Buyer in obtaining or retaining business for or with, or
directing business to, any Person; or


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    (c)           any
Person, while knowing that all or a portion of such money or thing of value will
be offered, given, or promised, directly or indirectly, to any Government
Official, to any foreign political party or official thereof, or to any
candidate for foreign political office, for purposes of (A) (1) influencing any
act or decision of such Government Official, political party, party official, or
candidate in his or its official capacity, (2) inducing such Government
Official, political party, party official, or candidate to do or omit to do any
act in violation of the lawful duty of such Government Official, political
party, party official, or candidate, or (3) securing any improper advantage; or
(B) inducing such Government Official, political party, party official, or
candidate to use his or its influence with a foreign government or
instrumentality thereof to affect or influence any act or decision of such
government or instrumentality, in each case in order to assist Buyer in
obtaining or retaining business for or with, or directing business to, any
Person.

     

    (d)           The
representations in this Section 4.15 shall not apply to any facilitating or
expediting payment to a Government Official, political party, or party official
the purpose of which is to expedite or to secure the performance of a routine
governmental action by a Government Official, political party, or party
official.

     

    ARTICLE V.  COVENANTS OF SELLERS

     

    5.1         Access to
Samples.  Upon Closing, Sellers shall collaborate with Buyer in
order to facilitate the taking of possession by PRMC of the mineral samples
collected.

     

    5.2         Confidentiality.

     

    (a)           During
the period commencing on the  Closing Date and ending on the
expiration of 18 months after such Closing Date, each Seller will, and will
cause its Affiliates to, hold, and will use its reasonable best efforts to cause
its and their respective Representatives to hold, in confidence any and all
information, whether written or oral, concerning the Acquired Company and its
Subsidiary, except to the extent that such Seller can show that such information
(a) is in the public domain or becomes a part of the public domain after the
Closing through no fault of any Seller or any of their Affiliates or
(b)   such Seller or any of its Affiliates independently obtains,
other than through a breach of this Agreement, knowledge of the confidential
information after the Closing; or (c) if a Seller or any of its Affiliates or
Representatives is compelled to disclose any such information by  Law,
court order, court proceedings or the rules or policies of any stock exchange or
government or regulatory authority having jurisdiction in the matter, such
Seller shall promptly notify Buyer in writing and shall disclose only that
portion of such information which is legally required and  shall
exercise its reasonable best efforts to obtain an appropriate protective order
or other reasonable assurance that confidential treatment will be accorded such
information. The Buyer acknowledges, however, that Sellers disclosed certain
information of the Acquired Company and PRMC, pursuant to the confidentiality
agreements listed in the Seller Disclosure Schedule, prior to the Closing Date,
in order for the recipient of such information to consider the potential
purchase of the Acquired Shares, which information may be of a confidential
nature and that this Section 5.2(a) (“Confidentiality”) does not apply to any
such disclosure and to disclosures made in accordance with Section
7.1.

     

    (b)           Each
Seller will retain any of its books and records that relate to the Acquired
Company and/or its Subsidiary in accordance with Seller’s record retention
policies as presently in effect. During the period commencing on the Closing
Date and ending on the expiration of 18 months after such Closing Date, Sellers
shall not dispose of or permit the disposal of any such books and records not
required to be retained under such policies without first giving 60 days’ prior
written notice to Buyer offering to surrender the same to Buyer at Buyer’s
expense. Following the expiration of such 18 month period, Sellers may dispose
of any and all of such books and records.


    
      
         


      

      
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    5.3         Notification of Certain
Matters.  Each Seller shall give prompt notice to Buyer of (i)
any fact, event or circumstance known to it that individually or taken together
with all other facts, events and circumstances known to it, has had or is
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on the Acquired Company, or that would cause or constitute a breach of
any of its representations, warranties, covenants or agreements contained
herein, (ii) any notice or other communication from any third party alleging
that the consent of such third party is or may be required in connection with
the Acquisition, (ìii) any notice or other communication from any Governmental
Entity in connection with the Acquisition, or (iv) any Actions commenced
relating to Seller, the Acquired Company or  its Subsidiary known to
it that, if pending on the date of this Agreement, would have been required to
have been disclosed pursuant to Section 3.16; provided however, that (A) the
delivery of any notice pursuant to this Section 5.3 shall not limit or otherwise
affect any remedies available to Buyer or prevent or cure any
misrepresentations, breach of warranty or breach of covenant, and (B) disclosure
by a Seller shall not be deemed to amend or supplement the Seller Disclosure
Schedule or constitute an exception to any representation or
warranty.

     

    5.4         Lock-Up; No
Shorting.

     

    (a)          
Each Seller covenants and agrees, except as provided below, not to (i) offer,
sell, contract to sell, grant any option to purchase, hypothecate, pledge or
otherwise dispose of or (ii) transfer title to any of the Purchase Price Shares
(the “Locked-up
Securities”), during the period commencing on the Closing Date and ending
on the expiration of 18 months after the Closing Date (the “Lock-up Period”), without the
prior written consent of Buyer.  Notwithstanding the foregoing, each
Seller shall be permitted from time to time during the Lock-up Period, without
the prior written consent of Buyer, to participate in any transaction in which
holders of Buyer Common Stock participate or have the opportunity to participate
pro rata, including, without limitation, a merger, consolidation or binding
share exchange involving Buyer, a disposition of Buyer Common Stock in
connection with the exercise of any rights, warrants or other securities
distributed to the Company’s stockholders, or a tender or exchange offer for
Buyer Common Stock.

     

    (b)           Each
Seller covenants and agrees that, for a period commencing on the date hereof and
terminating eighteen months after the Closing Date, such Seller will not (and
will cause its Subsidiaries not to), directly or indirectly, effect or agree to
effect any short sale (as defined in Rule 200 under Regulation SHO of the
Exchange Act), whether or not against the box, establish any “put equivalent
position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to
Buyer Common Stock, borrow or pre-borrow any shares of Buyer Common Stock, or
grant any other right (including, without limitation, any put or call option)
with respect to Buyer Common Stock or with respect to any security that
includes, relates to or derives any significant part of its value from Buyer
Common Stock or otherwise seek to hedge its position in Buyer Common
Stock.

     

    ARTICLE
VI.  COVENANTS OF BUYER

     

    6.1         Preemptive
Rights.  Except as provided below, Sellers shall have
preemptive rights as described in this Section 6.1 with respect to any
offering by Buyer of any of its Equity Securities other than Excluded Securities
(as defined below) for consideration consisting solely of cash that closes prior
to the earliest of (a) such time that Sellers, in the aggregate, have disposed
of more than 50% of the Purchase Price Shares, (b) the fourth anniversary of the
Closing and (c) the occurrence of the Contingent Milestone referred to in
Section 2.1(b)(i) (any such offering, a “Covered Offering ”)

    
      
         


      

      
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    (a)           Buyer
shall give Sellers at least 15 days prior notice (the “Preemption Notice”) of any
Covered Offering.   Sellers in aggregate  may
collectively elect, by providing a joint irrevocable notice thereof to Buyer
within ten days of the date of the Preemption Notice, to purchase up to 25% of
the Equity Securities of Buyer that are sold in the Covered Offering on the same
terms and conditions as the other investors in the Covered Offering, except that
any Seller’s investment in a Covered Offering shall be on a non-brokered private
placement basis or otherwise not subject to any commissions or discounts payable
by Buyer to any placement agents or finders. Sellers will indicate in the
Preemption Notice the allocation to each Seller of the aggregate number of
shares contained in such Preemption Notice.

     

    (b)           “Excluded Securities”
means:  (a) securities issued to employees, officers, directors, or
consultants of Buyer or its subsidiaries pursuant to any stock or option plan
duly adopted for such purpose by a majority of the non-employee members of the
Board of Directors of Buyer or a majority of the members of a committee of
non-employee directors; (b) securities issued upon the exercise or exchange of
or conversion of any securities (i) issued and outstanding on the date of this
Agreement, (ii) constituting Excluded Securities or (iii) the issuance of which
was itself subject to Sellers’ preemptive rights hereunder; (c) securities
issued in connection with bona fide strategic transactions entered into by
Buyer, whether by merger, consolidation, joint venture, acquisition, sale or
purchase of assets, sale, purchase or exchange of stock or otherwise, in each
case approved by a majority of the directors of Buyer where such directors have
determined, in good faith, that such transaction is not primarily for the
purpose of raising capital; or (d) securities issued to service providers (such
as investor relations firms) or lessors in consideration for bona fide services
provided to Buyer in each case that are approved by Buyer’s board of directors;
(e) securities issued or issuable pursuant to stock dividends, stock splits or
similar transactions; or (f) securities issued pursuant to Buyer’s ongoing
private placement offering, the initial closing of which occurred on June 9,
2010.

     

    (c)           The
preemptive rights provided for in this Section 6.1 may be assigned by the
Sellers to any fund managed by a Seller, Pacific Road Capital Management Pty
Limited or an Affiliate of any of them, which assignee fund shall then have all
of the rights of a Seller under this Section 6.1.

     

    6.2         Seller Nominee to Board of
Directors.  Provided that Sellers hold, in the aggregate, at
least 10% of the issued and outstanding Buyer Common Stock at Sellers request,
at the first regular or special meeting of the stockholders of Buyer
called  after the Closing Date for the purpose of filling positions on
the Board of Directors of Buyer, or in any written consent executed in lieu of
such a meeting of stockholders, Buyer shall nominate and recommend for approval
a number of Sellers’ designees (“Seller Candidates”) for
election to Buyer’s Board of Directors equal to the greater of (a) one, and (b)
the product, rounded down to the next full integer, of (i) the number of
directors constituting the full Board of Directors, multiplied by (ii) the
quotient of the number of shares of Buyer Common Stock then held in the
aggregate by Sellers divided by the number of shares of Buyer Common Stock then
outstanding.  Sellers acknowledge that nomination does not guarantee
election and that each Seller Candidate shall be subject to election,
re-election and removal by Buyer’s stockholders and may also be subject to
acceptance by any exchange on which Buyer’s Common Stock is traded. Moreover,
Seller Candidates shall be subject to any qualification requirements applicable
generally to the members of Buyer’s Board of Directors. The right of the Sellers
under this Section 6.3 that Buyer nominate and recommend for approval the Seller
Candidates shall also apply to each successive meeting or written consent for
the purpose of filling positions on the Board of Directors of the Buyer,
provided that at the time of such successive meeting or consent the Sellers
hold, in the aggregate, at least 10% of the issued and outstanding Buyer Common
Stock.

     

    6.3         Rule 144
Information.  With a view to making available the benefits of
certain rules and regulations of the SEC which may permit the sale of restricted
securities to the public without registration, the Buyer agrees to (i) make and
keep public information available, as those terms are understood and defined in
Rule 144 under the Securities Act at all times; (ii) file with the SEC in a
timely manner all reports and other documents  required of the Buyer
under the Exchange Act; and (iii) furnish to the Seller upon request, a written
statement as to compliance with the reporting requirements of Rule 144 and of
the Exchange Act.


    
      
         


      

      
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    6.4.  Sellers’ Options to
Invest.  (a)  Sellers shall have the right (the
“Initial Option”), exercisable by irrevocable written notice delivered to Buyer
within sixty (60) days of the Closing, to subscribe for Units (as defined below)
having an aggregate purchase price of not less than  $2,500,000 and up
to but not more than $10,000,000, at a price of $25,000 per
Unit.  Each “Unit” consists of (i) 100,000 shares of Buyer Common
Stock; and (ii) warrants to purchase 100,000 shares of Buyer Common Stock at an
exercise price of $0.50 per share until five years after the final closing date
of Buyer’s current private placement offering.  As used in this
Agreement, “Remainder Option Amount” shall mean the difference between
$10,000,000 and the aggregate purchase price of Units purchased by Sellers
pursuant to the Initial Option.

     

    (b)          Buyer
shall promptly deliver notice to Sellers of completion of a 43-101 Inferred
Resource on the Alfredo Property (the “Milestone Notice”).  Commencing
upon Buyer’s completion of a 43-101 Inferred Resource on the Alfredo Property
and on at least one lithium property in Argentina, Sellers shall have the right
(the “Milestone Option” and, together with the Initial Option, the “Seller
Options”), exercisable by irrevocable written notice (the “Milestone Exercise
Notice”) delivered to Buyer within forty-five (45) days of Buyer’s delivery of
the Milestone Notice and copies of the 43-101 Inferred Resource for each such
property together with supporting technical analysis and data, to subscribe for
shares of Buyer Common Stock having an aggregate purchase price of at least
$2,500,000 if the Initial Option was not exercised and, in any event not less
than $1,000,000 up to  a maximum of the Remainder Option Amount, at a
price per share equal to the greater of (i) the PPO Price and (ii) the thirty
day volume-weighted average price of the Buyer Common Stock on its principal
market ending with the trading day immediately preceding the date the Milestone
Exercise Notice is delivered to Buyer.

     

    (c)           Sellers
acknowledge that, although this Agreement does not create any contractual
restrictions on transfer with respect to such securities, any securities
purchased pursuant to the Seller Options (or upon exercise of warrants purchased
pursuant to the Seller Options) will constitute “restricted securities” within
the meaning of Rule 144, and the transferability of such securities will be
restricted to the extent provided by applicable law.

     

    ARTICLE
VII.  COVENANTS OF BUYER AND SELLER

     

    7.1         Public
Announcements.  Buyer or Sellers may make press releases or
other public announcements with respect to the transactions contemplated by this
Agreement, whether voluntarily or as it believes are required pursuant to any
listing agreement with any national securities exchange or stock market or
applicable securities Laws, in which case the party which intends or is required
to make the release or announcement shall allow the other party reasonable time
to comment on such release or announcement in advance of such issuance; provided, further, that each of
the parties may make internal announcements to their respective employees that
are consistent with the parties’ prior public disclosures regarding the
Acquisition and may provide a description of this Agreement on their website
after providing the Buyer reasonable time to comment on such website
information.

     

    7.2         Tax
Matters.

     

    7.3         Cooperation in Filing Tax
Returns.  Buyer and each Seller shall, and shall each cause its
Subsidiaries and Affiliates to, provide to the other such cooperation and
information, as and to the extent reasonably requested, in connection with the
filing of any Tax Return, amended Tax Return or claim for refund, determining
liability for Taxes or a right to refund of Taxes, or in conducting any audit,
litigation or other proceeding with respect to Taxes. Such cooperation and
information shall include providing copies of all relevant portions of relevant
Tax Returns reporting income or loss, together with relevant accompanying
schedules and relevant work papers, relevant documents relating to rulings and
other determinations by Taxing Authorities, and relevant records concerning the
ownership and Tax basis of property, which any such party may
possess.  Each party will retain all Tax Returns, schedules, work
papers, and all material records and other documents relating to Tax matters
during an eighteen (18) month period as from the Closing
Date.
 

    
      
         


      

      
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    7.4         Use of Certain
Names.  Within 90 days following the Closing, Buyer shall cause
PRMC to change its name in order to eliminate the use of any Names (as defined
below) therein.  In no event shall Buyer, the Acquired Company or
their respective Subsidiaries use any Names after the Closing in any manner or
for any purpose different from the use of such Names by the Acquired Company and
its Subsidiary, as the case may be, during the 180-day period preceding the
Closing Date. “Names” means the “Pacific Road Marks” or any name, logo or
trademark that includes “Pacific Road,” any variation and derivatives thereof
and any other logos or trademarks of Sellers or their Affiliates after the
Closing.

     

    7.5         Further
Assurances.  Subject to the terms of this Agreement, each
Seller and Buyer shall execute such documents and other instruments and take
such further actions as may be reasonably required to carry out the provisions
hereof  or consummate the Acquisition.

     

    ARTICLE
VIII.  DELIVERABLES

     

    8.1         Deliveries by
Buyer.  On or prior to the Closing Date, Buyer has delivered to
the Sellers, in form and substance satisfactory to the Sellers, the
following:

     

    (a)           A
notice informing the PPO Price and the indications of how it was
calculated.

     

    (b)           Facsimile
copies of the certificates representing the Purchase Price Shares issued in
accordance with Schedule 2.1 (d), originals to be delivered by Buyer to Seller
within 15 calendar days from the Closing Date.

     

    (c)           A
letter addressed to the Sellers confirming that the Buyer has completed, to its
satisfaction, the Due Diligence with respect to the Acquired Company and it’s
Subsidiary. Sellers
shall not be exempt from liability if Buyer or
its advisors should have known from their review of documents contained in Exhibit A or
the transaction that any of
the covenants, representations or warranties contained in this agreement were
not accurate or complete.  Sellers shall be liable for Losses whether
or not Buyer had reason to know of the corresponding Liabilities, as a result of
the Due Diligence.

     

    (d)           A
letter addressed to the Sellers confirming that Buyer, to the maximum extent
permitted by applicable Law, will ensure that the Acquired Company and its
Subsidiary do not take any action or proceeding or make any claim or demand
against the retiring directors and/or the retiring general manager in respect of
any act or omission on the part of such director or general manager before the
Closing Date, other than any matter arising from willful misconduct or fraud of
that director or general manager. The Buyer acknowledges that this letter is for
the benefit of the retiring directors and retiring general manager, and is held
in trust for them by the Sellers.

     

    8.2         Deliveries by
Sellers.  On or prior to the Closing Date, each of the Sellers,
as applicable, has delivered to Buyer, in form and substance satisfactory to
Buyer, the following: 

     

    (a)           Executed
instruments of transfer , a resolution of the board of directors of the Acquired
Company noting and approving the transfer of the Acquired Shares from Sellers to
the Buyer and copy of the members register of the Acquired Company evidencing
the transfer of the Acquired Shares to Buyer.

     

    (b)           Duly
executed transfer documents (“Traspasos de Acciones”) of PRMC Minority
Shareholding to the Affiliate of the Buyer designated by Buyer.


    
      
         


      

      
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    (c)           Original
share certificates of PRMC Minority Shareholding in the name of Carlos Alberto
Reyes Comandari and Alejandra Pérez Rossi duly cancelled and newly issued shares
certificate of PRMC in the name of the Affiliate designated by
Buyer.

     

    (d)           The
shareholders’ registry of PRMC evidencing the transfer of PRMC Minority
Shareholding to the Affiliate designated by Buyer, board minute book of PRMC,
and any other applicable corporate book.

     

    (e)           Duly
signed resignations, effective as of the Closing date, of all the retiring
directors.

     

    (f)           Duly
signed resignation of the retiring general manager.

     

    (g)           Resolution
passed by the board of directors of the Subsidiary acknowledging the resignation
of the retiring directors of the Subsidiary and appointing the incoming
directors designated by Buyer, and revoking all of the outstanding powers of
attorney issued by the Subsidiary at any time prior to Closing and granting new
powers of attorney pursuant to the structure designated by Buyer.

     

    (h)           Copy
of a written agreement executed on behalf of Rodman & Renshaw LLC,
confirming that Rodman & Renshaw LLC will look only to Sellers for payment
of its finder’s fee and shall not seek any compensation from Buyer, the Acquired
Company or any of its Subsidiaries.

     

    (i)           Duly
signed assignment agreement of the PRMC Payable from Sellers to the Acquired
Company.

     

    ARTICLE IX.  AVAILABLE
REMEDIES

     

    Any party
shall be entitled to proceed for specific performance and  shall have
the right to recover damages sustained by such party as a result of any breach
by the other party of any representation, warranty, covenant or agreement
contained in this Agreement or negligent or willful misrepresentation (subject
to the terms, conditions and limitations set forth in Article X). 

     

    Accordingly,
Buyer and the Sellers hereby irrevocably waive the right to terminate this
Agreement and/or any agreement or document delivered and executed to carry out
the provisions hereof or consummate the Acquisition.

     

    ARTICLE
X.  INDEMNIFICATION

     

    10.1       Survival.

     

    (a)           All
representations and warranties contained in this Agreement, or in any Schedule,
certificate or other document delivered pursuant to this Agreement, shall
survive the Closing for a period of 18 months.

     

    (b)           The
covenants and agreements which by their terms do not contemplate performance
after the Closing Date and the ones that contemplate performance after the
Closing Date shall survive the Closing for a period of 18
months.


    
      
         


      

      
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    (c)           The
period for which a representation or warranty, covenant or agreement survives
the Closing is referred to herein as the “Applicable Survival Period.”
In the event a Notice of Claim for indemnification under Section 10.2 or 10.3 is
given within the Applicable Survival Period, the representation or warranty,
covenant or agreement that is the subject of such indemnification claim (whether
or not formal legal action shall have been commenced based upon such claim)
shall survive with respect to such claim until such claim is finally resolved,
provided, however, that a non Third Party Claim will not be enforceable against
Sellers or Buyer, as applicable, and is to be taken for all purposes to have
been withdrawn unless any legal proceedings in connection with such claim are
commenced within 6 months after the Notice of Claim. The Indemnitor shall
indemnify the Indemnitee for all Losses (subject to the limitations set forth
herein, if applicable) that the Indemnitee may incur in respect of such claim,
regardless of when incurred.

     

    10.2       Indemnification by
Sellers.

     

    (a)           Each
Seller shall indemnify and defend Buyer and its Affiliates (including, following
the Closing, the Acquired Company and its Subsidiary) and their respective
stockholders, members, managers, officers, directors, employees, agents,
successors and assigns  (the “Buyer Indemnitees”) against,
and shall hold them harmless from, any and all Losses resulting from, arising
out of, or incurred by any Buyer Indemnitee in connection with, or otherwise
with respect to:

     

    
      	
               
      

            	
              (i)

            	
              the
      failure of any representation and warranty  by any Seller
      contained in this Agreement, the Seller Disclosure Schedule, or any
      certificate or other document furnished  to Buyer in connection
      with the transactions contemplated by this Agreement, to be true and
      correct in all respects as of the date of this
  Agreement;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      breach of any covenant or agreement of any Seller contained in this
      Agreement, the Seller Disclosure Schedule, or any certificate or other
      document furnished to Buyer in connection with the transactions
      contemplated by this Agreement;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      fees, expenses or other payments incurred or owed by any Seller, the
      Acquired Company or  its Subsidiary to any agent, broker,
      investment banker or other firm or person retained or employed by it in
      connection with the transactions contemplated by this
      Agreement.

            


    

     

    (b)           Sellers
shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i)
(“Buyer Warranty
Losses”)  unless and until the  aggregate amount of
all  Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds
$100,000, in which event Seller shall be liable for such Buyer Warranty Losses
from the first dollar; provided that nothing
contained in this Section 10.2(b) shall be deemed to limit or restrict in any
manner any rights or remedies which Buyer has, or might have, at Law, in equity
or otherwise, based on fraud or a willful misrepresentation or willful breach of
warranty hereunder. 

     

    (c)           The
indemnification provisions contained in this Agreement reflect the contractual
agreement of Buyer and Sellers regarding risk allocation with respect to Losses
and other matters.  By agreeing to these provisions, none of Sellers,
the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or
liability with respect to any matter, and these provisions shall not act as a
waiver or otherwise limit any defenses that may be available to any Seller, the
Acquired Company or its Subsidiary with respect to any Third Party
Claims.

     

    10.3       Indemnification by
Buyer.

     

    (a)           Buyer
shall indemnify and defend each Seller and its Affiliates  (the “Seller Indemnitees”) against,
and shall hold them harmless from, any and all Losses resulting from, arising
out of, or incurred by any Seller Indemnitee in connection with, or otherwise
with respect to:


    
      
         


      

      
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              (i)

            	
              the
      failure of any representation and warranty  by Buyer contained
      in this Agreement, the Buyer Disclosure Schedule, or any certificate or
      other document furnished  to Sellers in connection with the
      transactions contemplated by this Agreement, to be true and correct in all
      respects as of the date of this Agreement;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      breach of any covenant or agreement of Buyer contained in this Agreement
      or any other document furnished  to Sellers in connection with
      the transactions contemplated by this
Agreement.

            


    

     

    (b)           Buyer
shall not be liable for any Loss or Losses pursuant to Section 10.3(a)(i)
(“Seller Warranty
Losses”) (i) unless and until the aggregate  amount of all
Seller Warranty Losses incurred by the Seller Indemnitees exceeds $100,000, in
which event Buyer shall be liable for all Seller Warranty Losses from the first
dollar provided
that nothing contained in this Section 10.3(b) shall be deemed to limit
or restrict in any manner any rights or remedies which Sellers have, or might
have, at Law, in equity or otherwise, based on fraud or willful
misrepresentations or willful breach of warranty hereunder.

     

    (c)           The
indemnification provisions contained in this Agreement reflect the contractual
agreement of Buyer and Sellers regarding risk allocation with respect to Losses
and other matters.  By agreeing to these provisions, neither Buyer nor
its Subsidiaries are acknowledging any wrongdoing or liability with respect to
any matter, and these provisions shall not act as a waiver or otherwise limit
any defenses that may be available to Buyer or its Subsidiaries with respect to
any Third Party Claims.

     

    10.4       Indemnification Procedures
for Third Party Claims.

     

    (a)           In
the event that an Indemnitee receives notice of the assertion of any claim or
the commencement of any Action by a third party in respect of which indemnity
may be sought under the provisions of this Article X.   (“Third Party Claim”), the
Indemnitee shall promptly notify the Indemnitor in writing (“Notice of Claim”) of such
Third Party Claim. Failure or delay in notifying the Indemnitor will not relieve
the Indemnitor of any liability it may have to the Indemnitee, except and only
to the extent that such failure or delay causes actual harm to the Indemnitor
with respect to such Third Party Claim. The Notice of Claim shall set forth the
amount, if known, or, if not known, an estimate of the foreseeable maximum
amount of claimed Losses (which estimate shall not be conclusive of the final
amount of such Losses) and a description of the basis for such Third Party
Claim.

     

    (b)           Subject
to the further provisions of this Section 10.4, the Indemnitor will have 10 days
(or less if the nature of the Third Party Claim requires) from the date on which
the Indemnitor received the Notice of Claim to notify the Indemnitee that the
Indemnitor will assume the defense or prosecution of such Third Party Claim and
any litigation resulting therefrom with counsel of its choice (reasonably
satisfactory to the Indemnitee) and at its sole cost and expense (a “Third Party Defense”). If the
Indemnitor assumes the Third Party Defense in accordance with the preceding
sentence, the Indemnitor shall be conclusively deemed to have acknowledged that
the Third Party Claim is within the scope of its indemnity obligation hereunder
and shall hold the Indemnitee harmless from and against the full amount of any
Losses resulting therefrom (subject to the terms and conditions of this
Agreement). Any Indemnitee shall have the right to employ separate counsel in
any such Third Party Defense and to participate therein, but the fees and
expenses of such counsel shall not be at the expense of the Indemnitor unless
(A) the Indemnitor shall have failed, within the time after having been notified
by the Indemnitee of the existence of the Third Party Claim as provided in the
first sentence of this paragraph (b), to assume the defense of such Third Party
Claim, (B) the employment of such counsel has been specifically authorized in
writing by the Indemnitor, or (C) under applicable standards of professional
conduct, a conflict on any significant issue exists between the Indemnitee and
the Indemnitor in respect of the Third Party Claim.


    
      
         


      

      
        37

        
          

        

      

      
         


      

    


    (c)           The
Indemnitor will not be entitled to assume the Third Party Defense
if:

     

    
      	
               
      

            	
              (i)

            	
              the
      Third Party Claim seeks, in addition to or in lieu of monetary damages,
      any injunctive or other equitable
relief;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Third Party Claim relates to or arises in connection with any criminal
      proceeding, action, indictment, allegation or
    investigation;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Third Party Claim relates to or arises in connection with any
      Environmental Action;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      Third Party Claim involves a material customer or supplier of the Acquired
      Company or  its
Subsidiary;

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      Indemnitee reasonably believes an adverse determination with respect to
      the Third Party Claim would be detrimental to or injure the Indemnitee’s
      reputation or future business
prospects;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              the
      Indemnitor has failed or is failing to vigorously prosecute or defend such
      Third Party Claim;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              the
      Indemnitor fails to provide reasonable assurance to the Indemnitee of its
      financial capacity to prosecute the Third Party Defense and provide
      indemnification in accordance with the provisions of this Agreement;
      or

            


    

     

    
      	
               
      

            	
              (viii)

            	
              the
      Third Party Claim would give rise to Losses which are more than the amount
      indemnifiable by the Indemnitor pursuant to this Article
  X.

            


    

     

    (d)           If
by reason of the Third Party Claim a Lien, attachment, garnishment or execution
is placed upon any of the property or assets of the Indemnitee, the Indemnitor,
if it desires to exercise its right to assume such Third Party Defense, must
furnish a satisfactory indemnity bond to obtain the prompt release of such Lien,
attachment, garnishment or execution.

     

    (e)           If
the Indemnitor assumes a Third Party Defense, it will take all steps necessary
in the defense, prosecution, or settlement of such claim or litigation and will
hold all Indemnitees harmless from and against all Losses caused by or arising
out of such Third Party Claim, subject to the terms and conditions of this
Agreement. The Indemnitor will not consent to the entry of any judgment or enter
into any settlement except with the written consent of the Indemnitee; provided that the consent of
the Indemnitee shall not be required if all of the following conditions are met:
(i) the terms of the judgment or proposed settlement include as an unconditional
term thereof the giving to the Indemnitees by the third party of a release of
the Indemnitees from all liability in respect of such Third Party Claim, (ii)
there is no finding or admission of (A) any violation of Law by the Indemnitees
(or any Affiliate thereof), (B) any violation of the rights of any Person and
(C) no effect on any other Action or claims of a similar nature that may be made
against the Indemnitees (or any Affiliate thereof), and (iii) the sole form of
relief is monetary damages which are paid in full by the Indemnitor. The
Indemnitor shall conduct the defense of the Third Party Claim actively and
diligently, and the Indemnitee will provide reasonable cooperation in the
defense of the Third Party Claim. So long as the Indemnitor is reasonably
conducting the Third Party Defense in good faith, the Indemnitee will not
consent to the entry of any judgment or enter into any settlement with respect
to the Third Party Claim without the prior written consent of the Indemnitor
(not to be unreasonably withheld or delayed). Notwithstanding the foregoing, the
Indemnitee shall have the right to pay or settle any such Third Party Claim,
provided that in such event it
shall waive any right to indemnity therefor by the Indemnitor for such claim
unless the Indemnitor shall have consented to such payment or settlement (such
consent not to be unreasonably withheld or delayed). If the Indemnitor is not
reasonably conducting the Third Party Defense in good faith, the Indemnitee
shall have the right to consent to the entry of any judgment or enter into any
settlement with respect to the Third Party Claim without the prior written
consent of the Indemnitor and the Indemnitor shall reimburse the Indemnitee
promptly for all Losses incurred in connection with such judgment or settlement,
subject to the terms and conditions of this Agreement.


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    (f)           In
the event that (i) an Indemnitee gives Notice of Claim to the Indemnitor and the
Indemnitor fails or elects not to assume a Third Party Defense which the
Indemnitor had the right to assume under this Section 10.4 or (ii) the
Indemnitor is not entitled to assume the Third Party Defense pursuant to this
Section 10.4, the Indemnitee shall have the right, with counsel of its choice,
to defend, conduct and control the Third Party Defense, at the sole cost and
expense of the Indemnitor (unless the subject matter of the Notice of Claim is
not eligible for indemnification hereunder, in which case the Indemnitor shall
not be responsible for such costs and expenses). In each case, the Indemnitee
shall conduct the Third Party Defense actively and diligently, and the
Indemnitor will provide reasonable cooperation in the Third Party Defense. The
Indemnitee shall have the right to consent to the entry of any judgment or enter
into any settlement with respect to the Third Party Claim on such terms as it
may deem appropriate; provided, however, that the
amount of any settlement made or entry of any judgment consented to by the
Indemnitee without the consent of the Indemnitor shall not be determinative of
the validity of the claim, except with the consent of the Indemnitor (not to be
unreasonably withheld or delayed). Notwithstanding Section 11.6 hereof, in
connection with any Third Party Claim, the Indemnitor hereby consents to the
nonexclusive jurisdiction of any court in which an Action in respect of a
Third-Party Claim is brought against any Indemnitee for purposes of any claim
that the Indemnitee may have under this Article X.   with respect to
such Action or the matters alleged therein and agrees that process may be served
on the Indemnitor with respect to such a claim anywhere in the world. If the
Indemnitor does not elect to assume a Third Party Defense which it has the right
to assume hereunder, the Indemnitee shall have no obligation to do
so.

     

    (g)           Each
party to this Agreement shall use its commercially reasonable efforts to
cooperate and to cause its employees to cooperate with and assist the Indemnitee
or the Indemnitor, as the case may be, in connection with any Third Party
Defense, including attending conferences, discovery proceedings, hearings,
trials and appeals and furnishing records, information and testimony, as may
reasonably be requested; provided that
each party shall use its best efforts, in respect of any Third Party Claim of
which it has assumed the defense, to preserve the confidentiality of all
confidential information and the attorney-client and work-product
privileges.

     

    10.5       Indemnification Procedures
for Non-Third Party Claims.  In the event of a claim that does
not involve a Third Party Claim being asserted against it, the Indemnitee shall
send a Notice of Claim to the Indemnitor. The Notice of Claim shall set forth
the amount, if known, or, if not known, an estimate of the foreseeable maximum
amount of claimed Losses (which estimate shall not be conclusive of the final
amount of such Losses) and a description of the basis for such claim. The
Indemnitor will have 30 days from receipt of such Notice of Claim to dispute the
claim and will reasonably cooperate and assist the Indemnitee in determining the
validity of the claim for indemnity.


    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    10.6       Maximum
Liability.

     

    (a)           The
Sellers’ total liability for any and all Losses however caused, in contract,
tort (including negligence), under any statute or otherwise from or relating in
any way to this Agreement or its subject matter is limited in aggregate for any
and all claims eligible for indemnification hereunder to  the lesser
of  (the “Maximum Liability
Amount”): (i) $2 million and (ii)  the Purchase Price Shares
delivered directly to Sellers pursuant to section 2.1(d) valued at the date of
such indemnification payment (as determined using the methodology described in
section 2.1(a)). In lieu of paying cash to satisfy its indemnification
obligations under this Agreement, Sellers, at their option, may satisfy and
extinguish such obligations in whole or in part by surrender of Purchase Price
Shares to the Buyer (based on the value thereof on the date of surrender
determined in accordance with the methodology described in Section 2.1(a)). In
all cases, such share value shall be subject to equitable adjustment in the
event of any stock split, stock dividend, reverse stock split or similar event
affecting the Buyer Common Stock during the period of calculation and,
thereafter, until delivery of the Buyer Common Stock in payment of
indemnification obligations pursuant to this Section 10.6  In any
event, by surrendering to Buyer all of the Purchase Price Shares (that were
delivered to Sellers (this is, excluding the Purchase Price Shares that were
delivered to other Persons designated by Sellers pursuant to section 2.(d) of
this Agreement)), Sellers’ total liability shall be fully
extinguished.

     

    (b)           The
Buyer’s total liability for any and all Losses however caused, in contract, tort
(including negligence), under any statute or otherwise from or relating in any
way to this Agreement or its subject matter is limited in aggregate for any and
all claims eligible for indemnification hereunder to the Maximum Liability
Amount.

     

    10.7       Exclusion of consequential
liability.  Sellers and Buyer exclude all liability for
indirect and consequential loss or damage (including for loss of profit (whether
direct, indirect, anticipated or otherwise), loss of expected savings,
opportunity costs, loss of business (including loss or reduction of goodwill),
damage to reputation and loss or corruption of data regardless of whether any or
all of these things are considered to be indirect or consequential losses or
damage) in contract, tort (including negligence), under any statute or otherwise
arising from or related in any way to this Agreement or its subject
matter.

     

    10.8       Environmental
Actions.  Buyer shall have the right (a) to defend, conduct and
control, with counsel of its choice, any Environmental Action, and (b) to
compromise or settle any Environmental Action. In the event that any Buyer
Indemnitee is required or deems it necessary to perform any Remedial Work in
connection with an Environmental Action, or to avoid the initiation of an
Environmental Action, whether or not formal proceedings have been initiated
or threatened with
respect thereto, the Buyer Indemnitees shall have the right to commence and
thereafter prosecute to completion, all such Remedial Work, and shall be
indemnified by Sellers with respect to any and all Losses incurred in connection
therewith. “Remedial Work” means any response action, removal action, remedial
action, closure, corrective action, regulatory permitting, monitoring program,
risk assessment, deed restriction, sampling program, investigation or other
activity required, allowed by or consistent with Environmental Law to clean up,
remove, remediate, treat, abate or otherwise address any Hazardous Substance
which existed and was caused by PRCM prior to the date of this
Agreement.

     

    10.9       Effect of Investigation;
Waiver.

     

    (a)           An
Indemnitee’s right to indemnification or other remedies based upon the
representations and warranties and covenants and agreements of the Indemnitor
will not be affected by any investigation or knowledge of the Indemnitee or any
waiver by the Indemnitee of any condition based on the accuracy of any
representation or warranty, or compliance with any covenant or agreement. Such
representations and warranties and covenants and agreements shall not be
affected or deemed waived by reason of the fact that the Indemnitee knew or
should have known that any representation or warranty might be inaccurate or
that the Indemnitor failed to comply with any agreement or covenant. Any
investigation by such party shall be for its own protection only and shall not
affect or impair any right or remedy hereunder.


    
      
         


      

      
        40

        
          

        

      

      
         


      

    


    (b)           Each
Seller acknowledges and agrees that, upon and following the Closing, neither the
Acquired Company nor  its Subsidiary shall have any liability or
obligation to indemnify, save or hold harmless or otherwise pay, reimburse or
make any Seller whole for or on account of any indemnification or other claims
made by any Buyer Indemnitee hereunder. Sellers shall have no right of
contribution against the Acquired Company or  its Subsidiary with
respect to any such indemnification or other claim.

     

    ARTICLE XI.  MISCELLANEOUS

     

    11.1       Notices.  Any
notice, request, demand, waiver, consent, approval or other communication which
is required or permitted hereunder shall be in writing and shall be deemed given
(a) on the date established by the sender as having been delivered personally,
(b) on the date delivered by a private courier as established by the sender by
evidence obtained from the courier, (c) on the date sent by facsimile, with
confirmation of transmission, if sent during normal business hours of the
recipient, if not, then on the next business day, or (d) on the fifth day after
the date mailed, by certified or registered mail, return receipt requested,
postage prepaid. Such communications, to be valid, must be addressed as
follows:

     

    
      
        	
                If
      to Buyer, to:

                  
      

                Li3
      Energy, Inc.

                Av.
      Pardo y Aliaga 699 Of. 802

                San
      Isidro, Lima

                PERU

                Attention:  Luis
      Saenz, President & CEO

                Facsimile:  +
      5114211649

                Telephone:  +
      511 (212) 1880

                luis.saenz@li3energy.com

              	
                  

              	
                With
      a required copy to:

                  
      

                Gottbetter
      & Partners, LLP

                488
      Madison Avenue, 12th Floor

                New
      York, New York  10022

                USA

                Attention:  Adam
      S. Gottbetter

                Facsimile:  212-400-6901

                Telephone:  212-400-6900

                asg@gottbetter.com

              


      

    


    
      
         


      

      
        41

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    If
      to Fund A, to:

                       
      

                    Pacific
      Road Resources Fund A.

                    Level
      23

                    1
      Alfred Street

                    Sydney
      NSW 2000, Australia

                    Attn:  Greg
      Dick

                    Facsimile:   +612
      9241 2255

                    Telephone:   +612
      9241 100

                     greg.dick@pacroad.com.au

                  	 
      	
                    With
      a required copy to:

                      
      

                    Urrutia
      y Compañia Abogados Limitada

                     Av.
      Isidora Goyenechea 3250, 9th floor, Las Condes

                    Santiago,
      Chile

                    Attn:  Carlos
      Alberto Reyes

                    Facsimile:
      56-2-3351842

                    careyes@urrutia.cl

                  
	 	 	 
	
                    If
      to Fund B, to:

                       
      

                    Pacific
      Road Resources Fund B.

                    Level
      23

                    1
      Alfred Street

                    Sydney
      NSW 2000, Australia

                    Attn:  Greg
      Dick

                    Facsimile:  +612
      9241 2255

                      
      

                    Telephone:  +612
      9241 100

                      
      

                    greg.dick@pacroad.com.au

                  	 
      	
                    With
      a required copy to:

                       
      

                    Urrutia
      y Compañia Abogados Limitada

                     Av.
      Isidora Goyenechea 3250, 9th floor, Las Condes

                    Santiago,
      Chile

                    Attn:  Carlos
      Alberto Reyes

                    Facsimile:
      56-2-3351842

                    careyes@urrutia.cl

                  
	 	 	 
	
                    If
      to PR Partnership, to:

                      
      

                    Pacific
      Road Resources Fund L.P.

                    89
      Nexus Way

                    Camana
      Bay

                    Grand
      Cayman KY1-9007

                    Cayman
      Islands

                    Attn:  Evan
      Burtton

                    Facsimile:  +1
      345 945 6265

                    Telephone:   +1
      345 945 6264

                    Evan.burtton@ogier.com

                  	
                      

                  	
                    With
      a required copy to:

                         
      

                    Urrutia
      y Compañia Abogados Limitada

                     Av.
      Isidora Goyenechea 3250, 9th floor, Las Condes

                    Santiago,
      Chile

                    Attn:  Carlos
      Alberto Reyes

                    Facsimile:
      56-2-3351842

                    careyes@urrutia.cl

                  


          

        

      

    

     

    or to
such other address or to the attention of such Person or Persons as the
recipient party has specified by prior written notice to the sending party (or
in the case of counsel, to such other readily ascertainable business address as
such counsel may hereafter maintain). If more than one method for sending notice
as set forth above is used, the earliest notice date established as set forth
above shall control.

     

    11.2       Amendments and
Waivers.

     

    (a)           Any
provision of this Agreement may be amended or waived if, and only if, such
amendment or waiver is in writing and is signed, in the case of an amendment, by
each party to this Agreement, or in the case of a waiver, by the party against
whom the waiver is to be effective.

     

    (b)           No
failure or delay by any party in exercising any right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.


    
      
         


      

      
        42

        
          

        

      

      
         


      

    


    (c)           To
the maximum extent permitted by Law, (i) no waiver that may be given by a party
shall be applicable except in the specific instance for which it was given and
(ii) no notice to or demand on one party shall be deemed to be a waiver of any
obligation of such party or the right of the party giving such notice or demand
to take further action without notice or demand.

     

    11.3       Expenses.  Each
party shall bear its own costs and expenses in connection with this Agreement
and the transactions contemplated by this Agreement, including all legal,
accounting, financial advisory, consulting and all other fees and expenses of
third parties, whether or not the Acquisition is consummated.

     

    11.4       Successors and Permitted
Assigns.  This Agreement may not be assigned by either party
hereto without the prior written consent of the other party. Subject to the
foregoing, all of the terms and provisions of this Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.

     

    11.5       Governing
Law.  This Agreement and the Exhibits and Schedules hereto
shall be governed by and interpreted and enforced in accordance with the Laws of
the Republic of Chile , without giving effect to any choice of Law or conflict
of Laws rules or provisions  that would cause the application of the
Laws of any jurisdiction other than the Laws of the Republic of
Chile.

     

    11.6       Consent to
Jurisdiction.  Any difficulty or controversy arising among the
parties to the Agreement with respect to the application, interpretation,
duration, validity or execution of the Agreement or for any other reason, shall
be submitted to arbitration pursuant to the Rules of Arbitration Procedure of
the Santiago Arbitration and Mediation Center in effect at the time of its
initiation. The parties confer an irrevocable special power of attorney upon the
Santiago Chamber of Commerce so that it may, at the written request of any of
the parties, appoint an arbitrator from among the members of the arbitration
corps of the Santiago Arbitration and Mediation Center, who will be empowered to
act as arbitrator-at-law with regard to the substance of the dispute and as ex
aequo et bono with regard to the procedure. There shall be no remedy against the
arbitrator's resolutions. The arbitrator is especially empowered to resolve any
matter relating to his/her competence and/or jurisdiction.

     

    11.7       Counterparts.  This
Agreement may be executed in counterparts, and any party hereto may execute any
such counterpart, each of which when executed and delivered shall be deemed to
be an original and all of which counterparts taken together shall constitute but
one and the same instrument. This Agreement shall become effective when each
party hereto shall have received a counterpart hereof signed by the other
parties hereto. The parties agree that the delivery of this Agreement may be
effected by means of an exchange of facsimile signatures with original copies to
follow by mail or courier service.

     

    11.8       Third Party
Beneficiaries.  No provision of this Agreement is intended to
confer upon any Person other than the parties hereto any rights or remedies
hereunder; except that in the case of Section 8.1(d) hereof, the retiring
directors, the retiring general manager and the other Indemnitees are intended
third party beneficiaries of such sections and shall have the right to enforce
such sections in their own names.

     

    11.9       Entire
Agreement.  This Agreement and the documents, instruments and
other agreements specifically referred to herein or delivered pursuant hereto
set forth the entire understanding of the parties hereto with respect to the
Acquisition. All Schedules referred to herein are intended to be and hereby are
specifically made a part of this Agreement. Any and all previous agreements and
understandings between or among the parties regarding the subject matter hereof,
whether written or oral, are superseded by this Agreement, except for the
Confidentiality Agreement which shall continue in full force and effect in
accordance with its terms.


    
      
         


      

      
        43

        
          

        

      

      
         


      

    


    11.10    
Captions.  All
captions contained in this Agreement are for convenience of reference only, do
not form a part of this Agreement and shall not affect in any way the meaning or
interpretation of this Agreement.

     

    11.11    
Severability.  Any
provision of this Agreement which is invalid or unenforceable in any
jurisdiction shall be ineffective to the extent of such invalidity or
unenforceability without invalidating or rendering unenforceable the remaining
provisions hereof, and any such invalidity or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     

    11.12    
Interpretation.

     

    (a)           The
meaning assigned to each term defined herein shall be equally applicable to both
the singular and the plural forms of such term and vice versa, and words
denoting either gender shall include both genders as the context requires. Where
a word or phrase is defined herein, each of its other grammatical forms shall
have a corresponding meaning.

     

    (b)           The
terms “hereof,” “herein” and “herewith” and words of similar import shall,
unless otherwise stated, be construed to refer to this Agreement as a whole and
not to any particular provision of this Agreement.

     

    (c)           When
a reference is made in this Agreement to an Article, Section, paragraph, Exhibit
or Schedule, such reference is to an Article, Section, paragraph, Exhibit or
Schedule to this Agreement unless otherwise specified.

     

    (d)           The
words “include,” “includes,” and “including,” when used in this Agreement, shall
be deemed to be followed by the words “without limitation,” unless otherwise
specified.

     

    (e)           A
reference to any party to this Agreement or any other agreement or document
shall include such party’s predecessors, successors and permitted
assigns.

     

    (f)           Reference
to any Law means such Law as amended, modified, codified, replaced or reenacted,
and all rules and regulations promulgated thereunder.

     

    (g)           The
parties have participated jointly in the negotiation and drafting of this
Agreement. Any rule of construction or interpretation otherwise requiring this
Agreement to be construed or interpreted against any party by virtue of the
authorship of this Agreement shall not apply to the construction and
interpretation hereof.

     

    (h)           All
accounting terms used and not defined herein shall have the respective meanings
given to them under corresponding GAAP US.

     

    [Signature
page follows immediately]
 

    
      
         


      

      
        44

        
          

        

      

      
         


      

    


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

     

    
      
        	 	
                Li3
      ENERGY, INC.

              
	 	 
      	 
      
	 	
                By:

              	
                /s/ Luis Saenz

              
	 	 
      	
                Name:
      Luis Saenz

              
	 	 
      	
                Title:  President
      & CEO

              
	 	 
      	 
      
	 	
                PACIFIC ROAD CAPITAL A PTY
      LIMITED, as

                trustee for PACIFIC ROAD
      RESOURCES FUND A,

                a
      trust governed by the laws of Australia

              
	 	 
      	 
      
	 	
                By:

              	
                /s/ P. R. Espie

              
	 	 
      	
                Name:  P.
      R. Espie

              
	 	 
      	
                Title:  Director

              
	 	 
      	 
      
	 	
                By:

              	
                /s/ Gregory Andrew Dick

              
	 	 
      	
                Name:  Gregory
      Andrew Dick

              
	 	 
      	
                Title:  Director

              
	 	 
      	 
      
	 	
                PACIFIC ROAD CAPITAL B PTY
      LIMITED,

                as trustee for PACIFIC ROAD
      RESOURCES FUND B,

                a
      trust governed by the laws of Australia

              
	 	 
      	 
      
	 	
                By:

              	
                /s/ Louis I. Rozman

              
	 	 
      	
                Name:  Louis
      I. Rozman

              
	 	 
      	
                Title:  Director

              
	 	 
      	 
      
	 	
                By:

              	
                /s/ Gregory Andrew Dick

              
	 	 
      	
                Name:  Gregory
      Andrew Dick

              
	 	 
      	
                Title:  Secretary

              
	 	 
      	 
      
	 	
                PACIFIC ROAD CAPITAL
      MANAGEMENT  G.P.

                LIMITED as General Partner of
      PACIFIC ROAD

                RESOURCES FUND L.P., an
      English Limited

                Partnership

              
	 	 
      	 
      
	 	
                By:

              	
                /s/ Evan Burtton

              
	 	 
      	
                Name:  Evan
      Burtton

              
	 	 
      	
                Title:  Director

              


      

    

     


 



    	45



    	 



    



Schedule 2.1(d)


(Sellers’ respective portions)


 


	Seller	 	Portion	 
	Pacific Road Capital A Pty. Limited, as trustee for Pacific Road Resources Fund A	 	 	9.93	%
	Pacific Road Capital B Pty. Limited, as trustee for Pacific Road Resources Fund B	 	 	9.93	%
	Pacific Road Capital Management G.P. Limited, as General Partner of Pacific Road Resources Fund L.P.	 	 	80.14	%



 


(Allocation of Purchase Price Shares)


 


	Seller	 	Number of 
 Purchase Price
 Shares	 
	Pacific Road Capital A Pty. Limited, as trustee for Pacific Road Resources Fund A	 	 	873,840	 
	Pacific Road Capital B Pty. Limited, as trustee for Pacific Road Resources Fund B	 	 	873,840	 
	Pacific Road Capital Management G.P. Limited, as General Partner of Pacific Road Resources Fund L.P.	 	 	7,052,320	 
	Rodman & Renshaw LLC	 	 	800,000	 
	Mr. Bob Brennan	 	 	160,000	 
	Mr. Don Bruce	 	 	240,000	 



 



    	 



    	 



    

 


SELLERS DISCLOSURE SCHEDULES


 


The following document constitutes the
Sellers Disclosure Schedule referenced in the Stock Purchase Agreement, dated [    ], by and among Li3 Energy,
Inc., Pacific Road Capital A Pty. Limited, as trustee for Pacific Road Resources Fund A, Pacific Road Capital B Pty.
Limited, as trustee for Pacific Road Resources Fund B and Pacific Road Capital Management G.P. Limited, as General Partner
of Pacific Road Resources Fund L.P. This Sellers Disclosure Schedule sets forth the disclosures required by the Agreement and,
where applicable, sets forth the exceptions to the representations and warranties of Sellers contained in the Agreement. Capitalized
terms not otherwise defined herein shall have the meanings given to them in the Agreement.


 


This Seller Disclosure Schedule is arranged
in sections corresponding to each Section of the Agreement. Each exception to a representation and warranty set forth in this Seller
Disclosure Schedule shall only qualify the specific representation and warranty which is referenced in the applicable section of
the Seller Disclosure Schedule, and no other representation or warranty. The exceptions to the representations and warranties should
be specific and expressly stated and under no circumstance may be implied or construed based upon the content of any document referenced
herein.


 


 This Sellers Disclosure Schedule
and the information and disclosures contained herein are intended only to qualify and limit the representations and warranties
of Sellers contained in the corresponding section of the Agreement and shall not be deemed to expand in any way the scope or effect
of any such representations and warranties. For greater certainty, to the extent that any inaccuracy or omission in any such representation
or warranty is disclosed in this Sellers Disclosure Schedule, such representation or warranty will be deemed to be qualified by
such disclosure, and neither Buyer nor any Buyer Indemnitees shall be entitled to make any claim pursuant to ARTICLE X of the Agreement
or otherwise for such inaccuracy or omission in such representation or warranty.


 


Section 1.1 Definitions:


 


“Option to Purchase Agreement”:
Copy of the Option to Purchase Agreement with all amendments thereto is contained in the CD “Alfredo Due Diligence Documents”
under number 7.1.


 


Section 2.1(d): Sellers hereby designate
the following Persons to receive a portion of the Purchase Price Shares:


 


Rodman and Renshaw LLC: 800,000 Purchase
Price Shares.


 


Mr. Bob Brennan: 160,000 Purchase Price
Shares.


 


Mr. Donald Bruce: 240,000 Purchase Price
Shares.


 


Total Purchase Price Shares received by
third parties amount to 1,200,000 Purchase Price Shares, comprising twelve percent (12%) of the Purchase Price Shares.


 



    	 



    	 



    

 


Section 3.1(a): An exempted company
incorporated under the laws of the Cayman Islands may no trade in the Cayman Islands with any person, firm or corporation except
in furtherance of the business of the exempted company carried on outside the Cayman Islands.


 


Section 3.1(b): Copies of the Charter
Documents of the Acquired Company as in effect on the date hereof are contained in the CD “Alfredo Due Diligence Documents”
under number 2.


 


Section 3.3(b): PRMC is the only
Subsidiary of the Acquired Company. Copies of the formation documents of PRMC are contained in the CD “Alfredo Due Diligence
Documents” under number 2.


 


The Capital Stock of PRMC is comprised
of 5,000,000 common shares, of which 873,865 common shares are currently subscribed and fully paid by shareholders as follows:


 


Alfredo Holdings, Ltd. 873,863 shares


Carlos Alberto Reyes Comandari: 1 share


M. Alejandra Pérez Rossi: 1 share


 


Section 3.5(a): Consents:


 


None.


 


Section 3.6: Acquired Financial
Statements:


 


True and complete copies of the Acquired
Financial Statements are contained in the CD “Alfredo Due Diligence Documents” under numbers 1.3 and 6.1, which consist
of:


 


(a) the financial statements of the Acquired
Company from inception until July 15, 2010 and the related balance sheet, statement of income and statement of changes in equity;


(b) the financial statements of PRMC as
at December 31 in each of the years 2008 and 2009 and the related statements of income and retained earnings for the years then
ended; and


(c) the financial statements consisting
of the balance sheet of PRMC as at June 30, 2010, and the related statements of income and retained earnings for the six month
period then ended.


 


Section 3.6, 3.7, 3.9 (b)


 


On June 2010, the SII notified PRMC of
the initiation of a tax inquiry in connection with certain alleged inconsistencies between the 2010 Tax Return filed by PRMC and
the information which is in possession of the SII. The official number assigned to this tax inquiry is 110215769. A copy of the
notification served by the SII in contained in the CD “Alfredo Due Diligence Documents” under number 5.4. As of the
date of this Sellers Disclosure Schedule, the referred tax enquiry is still ongoing. The overall liability arising from or in connection
with this disclosure made in connection with sections 3.6, 3.7 and 3.9 (b) will not exceed seventy thousand United States dollars
($70,000).


 



    	 



    	 



    

 


Section 3.9 (d)


 


No Tax Returns have been filed with respect
to the Acquired Company.


 


The following Tax Returns have been filed
with respect to PRMC:


 


	Year 2008	 	Year 2009	 	Year 2010
	 	 	 	 	 
	 	 	F-22 AT 2009	 	F-22 AT 2010
	 	 	 	 	 
	F-29 October 2008	 	F-29 January 2009	 	F-29 January 2010
	F-29 November 2008	 	F-29 February 2009	 	F-29 February 2010
	F-29 December 2008	 	F-29 March 2009	 	F-29 March 2010
	 	 	F-29 April 2009	 	F-29 April 2010
	 	 	F-29 May 2009	 	F-29 May 2010
	 	 	F-29 June 2009	 	F-29 June 2010
	 	 	F-29 July 2009	 	 
	 	 	F-29 August 2009	 	 
	 	 	F-29 September 2009	 	 
	 	 	F-29 October 2009	 	 
	 	 	F-29 November 2009	 	 
	 	 	F-29 December 2009	 	 


 


Copies of these documents are contained
in the CD “Alfredo Due Diligence Documents” under numbers 6.2. and 6.4.


 


Section 3.15(a) and (d): Contracts:


  





		·	Public deed dated June 6, 2008, Option
to Purchase Agreement of mining concessions between Sociedad Contractual Minera La Fortaleza and Pacific Road Resources Fund A,
Pacific Road Resources Fund B y Pacific Road Holdings NV (OPA) Rep. N° 9.570-2008.



		·	Option to Purchase Agreement, English
version signed, dated June 6, 2008.



		·	Public deed dated Oct 24, 2008, containing
assignment of OPA to Pacific Road Mining Chile S.A., Rep. N° 19.423-2008.



		·	Public deed containing first amendment
to the OPA dated Apr 17, 2009, Rep. N° 6.601-2009



		·	“First Amendment to the Option to
Purchase Agreement”, English version signed, dated Apr 17, 2009.









 



    	 



    	 



    

 





		·	Service contract between HSB Sondajes
S.A. and Pacific Road Resources Fund A, dated August 6, 2008.



		·	Service contract between AMEC International
Chile S.A. and Pacific Road Mining Chile S.A., dated February 20, 2009.



		·	Services Agreement between Alfredo Holdings
Ltd. and Ogier Fiduciary Services (Cayman) Ltd. dated June 25, 2009.



		·	Secretary Services Agreement between Alfredo
Holdings Ltd. and Ogier Fiduciary Services (Cayman) Ltd. dated June 25, 2009.



		·	“Share Subscription and Payment
Agreement” Pacific Road Resources Fund A and Pacific Road Mining Chile S.A. dated Sept. 25, 2008



		·	“Share Purchase Agreement”
Pacific Road Resources Fund A and Alfredo Holdings, Ltd. dated Sept. 25, 2008



		·	“Share Subscription and Payment
Agreement” Pacific Road Resources Fund B and Pacific Road Mining Chile S.A. dated Sept. 25 2008



		·	“Share Purchase Agreement”
Pacific Road Resources Fund B and Alfredo Holdings, Ltd. dated Sept. 25, 2008



		·	“Share Subscription and Payment
Agreement” Pacific Road Holdings NV and Pacific Road Mining Chile S.A. dated Sept. 25, 2008



		·	“Share Purchase Agreement”
Pacific Road Holdings NV and Alfredo Holdings, Ltd. dated Sept. 25, 2008



		·	“Share Subscription and Payment
Agreement” Alfredo Holdings, Ltd and Pacific Road Mining Chile S.A. dated Oct. 8, 2008



		·	“Share Subscription and Payment
Agreement” Alfredo Holdings, Ltd and Pacific Road Mining Chile S.A. dated Oct. 17, 2008



		·	“Share Subscription and Payment
Agreement” Alfredo Holdings, Ltd and Pacific Road Mining Chile S.A. dated Oct. 22, 2008



		·	“Share Subscription and Payment
Agreement” Alfredo Holdings, Ltd and Pacific Road Mining Chile S.A. dated Apr. 8, 2009



		·	“Share Subscription and Payment
Agreement” Alfredo Holdings, Ltd and Pacific Road Mining Chile S.A. dated Apr. 17, 2009



		·	Purchase Order 1, dated July 25, 2008.



		·	Purchase Order 2, dated August 4, 2008.








 



    	 



    	 



    

 





		·	Purchase Order 3, dated July 30, 2008.



		·	Purchase Order 4, dated August 4, 2008.



		·	Purchase Order 5, dated September 30, 2008.



		·	Purchase Order 6, dated November 4, 2008.



		·	Purchase Order 7, dated November 4, 2008.



		·	Purchase Order 8, dated November 4, 2008.



		·	Purchase Order 9, dated November 4, 2008.



		·	Purchase Order 10, dated December 2, 2008.



		·	Purchase Order 11, dated February 24, 2009.*



		·	Subscriber share transfer from Ogier to
PRCM G.P.



		·	Assignment Agreement of USD335,000 debt dated June 18, 2009








 


* This purchase Order was titled 07-09, but corresponds to PO
11.


 


Copy of these Contracts have been delivered
to Buyer and are contained in the CD “Alfredo Due Diligence Documents” under numbers 1.14, 1.15, 1.16,1.17, 3, 7.1,
7.2, 7.3, 7.4, 7.5, 8 and 9.


 


Section 3.25(a): Mining Concessions:



 


The Mining Concessions are the following:


 


Uno) “Alfredo Uno Uno al Sesenta”,
cuya sentencia constitutiva y acta de mensura se encuentra inscrita a fojas ciento treinta y nueve número treinta y siete
del Registro de Propiedad correspondiente al año dos mil ocho.


Dos) “Alfredo Dos Uno al Sesenta”,
cuya sentencia constitutiva y acta de mensura se encuentra inscrita a fojas ciento cuarenta y cuatro número treinta y ocho
del Registro de Propiedad correspondiente al año dos mil ocho.


Tres) “Alfredo Tres Uno al
Cuarenta”, cuya sentencia constitutiva y acta de mensura se encuentra inscrita a fojas ciento cuarenta y nueve número
treinta y nueve del Registro de Propiedad correspondiente al año dos mil ocho.


Cuatro) “Alfredo Cuatro Uno
al Sesenta”, cuya sentencia constitutiva y acta de mensura se encuentra inscrita a fojas ciento cincuenta y cuatro número
cuarenta del Registro de Propiedad correspondiente al año dos mil ocho.


Cinco) “Alfredo Cinco Uno
al Treinta”, cuya sentencia constitutiva y acta de mensura se encuentra inscrita a fojas ciento cincuenta y nueve número
cuarenta y uno del Registro de Propiedad correspondiente al año dos mil ocho.


Seis) “Alfredo Seis Uno al
Veinte”, cuya sentencia constitutiva y acta de mensura se encuentra inscrita a fojas ciento sesenta y cuatro número
cuarenta y dos del Registro de Propiedad correspondiente al año dos mil ocho.


 



    	 



    	 



    

 


Section 3.25 (g): Mining Matters: 


 


 By means of an email
sent on April 20, 2010 by Mr. Antonio Rojas, as legal representative of SCMLF, to Carlos Alberto Reyes, as legal representative
of PRMC, SCMLF granted PRMC a one-time grace period for the payment of the option payment due on March 30, 2010. Accordingly, the
referred option payment was paid by PRMC within the grace period granted by SCMLF but after the expiration of the cure period provided
for in the OPA. SCMLF acknowledged the receipt of such option payment to its entire satisfaction pursuant to the terms of the grace
period arrangement. Such late payment does not affect or jeopardize in any manner PRMC’s rights under the Option to Purchase
Agreement. A copy of the email is contained in the Alfredo Due Diligence CD under number 7.6.


 


Section 3.25 (g): Mining Matters: 


 


Buyer is aware that the option payment
due on July 30, 2010, amounting to $140,000 has not been paid by PRMC. The OPA establishes a cure period of 15 business days counted
from the due date in order to effect the payment. PRMC has the right to make the payment within such cure period without affecting
or jeopardizing in any manner PRMC’s rights under the Option to Purchase Agreement.


 


Section 3.26(a): Representations Relating
to Sellers’ Acquisition of the Purchase Price Shares:


 


Seller discloses that it has agreed to
deliver a part of the Purchase Price Shares to the Persons and in the amounts indicated in Schedule 2.1(d).


 


Section 5.2(a): Confidentiality:


 


Sellers disclosed certain
information of the Acquired Company and PRMC prior to the Closing Date [pursuant to] confidentiality
agreements contained in the CD “Alfredo Due Diligence Documents” under number 9.


 



    	 



    	 



    

 


BUYER DISCLOSURE SCHEDULE


 


Section 4.1     Charter Documents


 


		·	Articles of Incorporation of Buyer as filed with the Nevada Secretary
of State on June 24, 2005 – incorporated by reference to Exhibit 3.1 to the Buyer’s registration statement on Form
SB-2 (SEC File No. 333-127703), filed with the Securities and Exchange Commission on August 19, 2005.



 


		·	Certificate of Amendment to Articles of Incorporation of Buyer as
filed with the Nevada Secretary of State on July 11, 2008 – incorporated by reference to Exhibit 3.1 to the Buyer’s
Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 29, 2008.



 


		·	Certificate of Amendment to Articles of Incorporation of Buyer as
filed with the Nevada Secretary of State on October 19, 2009 – incorporated by reference to Exhibit 3.1 to the Buyer’s
Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 23, 2009. 



 


		·	Bylaws of Buyer – incorporated by reference to Exhibit 3.2 to
the Buyer’s registration statement on Form SB-2 (SEC File No. 333-127703), filed with the Securities and Exchange Commission
on August 19, 2005.



 


Section 4.2(a)Securities


 


	 	 	Shares	 
	 	 	 	 
	Currently Outstanding	 	 	76,625,095	 
	Outstanding Warrants[1]	 	 	20,483,000	 
	2009 Equity Incentive Plan[2]	 	 	5,000,000	 
	Convertible Note[3]	 	 	114,349	 
	 	 	 	 	 
	 	 	 	 	 
	Total Outstanding	 	 	76,625,095	 
	Total Fully Diluted	 	 	102,222,444	 



 


		[1]	The outstanding warrants consist of warrants to purchase 7,101,500 shares of Common Stock for $0.50
per share, warrants to purchase 7,101,500 shares of Common Stock for $1.00 per share. Also includes Warrants to purchase 6,000,000
shares of Common Stock for $0.50 per share and Agent Warrants to purchase 420,000 shares of Common Stock for $0.25 per share.



 



    	 



    	 



    

 


		[2]	Includes all shares reserved for issuance pursuant to awards granted under the Plan. The Buyer
currently has outstanding options granted under the Plan to purchase an aggregate of 800,000 shares of Common Stock.



		[3]	Assumes conversion of $45,000 principal plus $4,170 accrued interest at $0.43 per share (closing
price on 22 June 2010).



 


Schedule 4.2(f)           Obligations to Fund


 


The description of Buyer’s obligations, contingent or
otherwise, to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person
are incorporated herein by reference to Buyer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 18, 2010, including the disclosure therein under the caption “Management’s Discussion and Analysis of Financial
Condition and Results of Operation.”


 


Schedule 4.6    Buyer Financial Statements


 


		·	The Buyer Interim Financial Statements are incorporated herein by
reference to Buyer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2010.



 


		·	The Buyer Annual Financial Statements for the year ended June 30,
2009 are incorporated herein by reference to Buyer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission
on September 25, 2009.



 


		·	The Buyer Annual Financial Statements for the year ended June 30,
2008 are incorporated herein by reference to Buyer’s Annual Report on Form 10-KSB filed with the Securities and Exchange
Commission on September 25, 2008.