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EXHIBIT 23.24

MRA

DIGEST No 10.124 -2005

UNILATERAL OPTION CONTRACT

SOCIEDAD LEGAL MINERA DON PANCHITO PRIMERA UNA DE LA 
  QUEBRADA EL PAN CHICO AND OTHERS

AND

MINERA LUMINA COPPER CHILE S.A.

In Santiago de Chile, on July 22 of the year two thousand and
five, before me, Eduardo Avello Concha, Notary Public and Title Holder to the 27
Notarys Office of Santiago, with place of business at No 0153, Orrego Luco
Street, District of Providencia, the following parties appear: Mr. Francisco
Javier Richard Mercado, Chilean, married, mining civil engineer, national
identification card number 4.418.433 -8, with domiciled in this city, Avenida
Walker Martínez Na 894, La Florida commune and Mr. Fernando Gastón
Dussaillant Nielsen, Chilean, married, mining civil engineer, national
identification card number 5.743.362 -0, domiciled in this city, calle Las
Condesas Na 2096, Las Condes commune, both acting on behalf of the following
legal mining companies: Don Panchito Primera Una de la Quebrada El Pan Chico
mining company, hereinafter also referred to as Don Panchito Primera, engaged in
the mining line of business, domiciled at N° 274, Pedro Pablo Figueroa Street,
Copiapo commune; Don Panchito Segunda Una del Arroyo Peña Negra mining company,
hereinafter also referred

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to as Don Panchito Segunda, engaged in the mining line of
business, domiciled at N° 274, Pedro Pablo Figueroa Street, Copiapó commune and
on behalf of Don Panchito Tercera Una de la Quebrada Las Minitas mining company,
on one part and hereinafter also referred to as Don Panchito Tercera, engaged in
the mining line of business, domiciled at N° 274, Pedro Pablo Figueroa Street,
Copiapó commune, all hereinafter referred to as the Offerers; and on the other
part, Mr. John Joseph Selters, US citizen, single, mining engineer,
identification card for foreigners number fourteen million four hundred and
twenty seven thousand nine hundred and seventy four dash three, domiciled in
this city, number three thousand three hundred and thirty one, Las Nieves
Street, District of Vitacura, in representation of MINERA LUMINA COPPER CHILE
S.A., RUT N° 99.531.960 -8, hereinafter also LUMINA or indistinctly the
Beneficiary, a corporation engaged in the line of business of its denomination
that was constituted by means of a public deed date August 20 of the year 2003,
executed before the Notary of Santiago Mr. Eduardo Avello Concha, which abstract
was recorded in folio 24.974 number 18.813 of the Registry of Commerce of the
Registrar of Real Estate of Santiago and publish in the Official Gazette dated
September 1, 2003, of the same domicile indicated above; the appearing parties
are of age and have accredited their identity with the above referred cards and
Witnesses: That the parties hereby enter into the following Unilateral Sale
Option Contract of Mining Concessions hereinafter and indistinctly the
Contract, pursuant to the provisions of articles one hundred and sixty nine
and other applicable articles of the Mining Code.

CLAUSE ONE: 1.1 Mining Properties of Legal Mining Company
Don Panchito Primera Una de La Quebrada El Pan Chico: 1.The mining
exploitation concessions Don Panchito Primera Uno al Treinta, located in the
commune of Tierra Amarilla, province of Copiapo, III Region, of Sociedad Legal
Minera Don Panchito Primera Una de la Quebrada El

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Pan Chico were constituted in the name of Mr. Sebastián Manuel
Richard Vergnes in accordance to the ruling that constitutes this concession
rendered on March 8 of 2005 by the Fourth Civil Court of Copiapó in process Rol
N° 20.939 approved in consultation to the Court of Appeals of Copiapó, dated
April 22, 2005 in process Rol N° 127-2005. On May 9, 2005 the Fourth Civil Court
of Copiapó rendered the resolution that instructed to approve the ruling of
constitution of the said concessions granted by the Court of Appeals of Copiapó,
order that was notified on May 9, 2005 by the daily notification proceeding. The
same ruling approved the survey drawing and instructed to record the said survey
drawing. The ruling that constituted the concession and the survey drawing were
recorded in folio 407 overleaf, number 147 of the Property Registry of the
Registrar of Mines of Copiapó for year, 2005. An excerpt of the constitution
ruling was published in the Official Mining Bulletin of Copiapó, N° 7.633, dated
June 01, 2005. Two.The filing of the petition of a concession to exploit
that originated these mining exploitation concessions singularized in N° 1 above
was presented by Mr. Sebastián Manuel Richard Vergnes on July 10, 2003 at the
Court of Appeals of Copiapó for distribution, being assigned N° 20.939. The said
petition and its resolution was registered in folio 2.082, number 1.716 of the
Discovery Registry of the Registrar of Mines of Copiapó for year 2003. The
rights that form part of the said petition of a mining exploitation concession
were transferred to different individuals conforming the Legal Mining Company
Don Panchito Primera Una de la Quebrada El Pan Chico, which is registered in
folio 2.848 overleaf, number 2.348 of the Discovery Registry and in folio 170,
number 415 of the Shareholders Registry volume N° 98, both of Registrar of Mines
of Copiapó for year 2004. As a consequence of the said transfers of shares and
in accordance of the certificate of good title and of the Shareholders Registry
of the Registrar of Mines of Copiapó, dated March 30, 2005, the current
shareholders of the said legal mining company are: Mr.

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Fernando Gastón Dussaillant Nielsen, 28,5 shares; Mr. Sebastián
Manuel Richard Vergnes, 28,5 shares; Mr. Adib Assed Merlez Quintar, 28 shares
and Mr. Rinaldo Vecchiola Trabucco, 15 shares. Total 100 shares. 1.2. Mining
Properties of Legal Mining Company Don Panchito Segunda Una del Arroyo Peña
Negra: 1.The mining exploitation concessions Don Panchito Segunda
Uno al Treinta, located in the commune of Tierra Amarilla, province of Copiapo,
III Region, of Sociedad Legal Minera Don Panchito Segunda Una del Arroyo Peña
Negra were constituted in the name of Mr. Sebastián Manuel Richard Vergnes in
accordance to the ruling that constitutes this concession rendered on March 8 of
2005 by the Fourth Civil Court of Copiapó in process Rol N° 20.940 -03 approved
in consultation to the Court of Appeals of Copiapó, dated April 22, 2005 in
process Rol N° 126-2005. On May 9, 2005 the Fourth Civil Court of Copiapó
rendered the resolution that instructed to approve the ruling of constitution of
the said concessions granted by the Court of Appeals of Copiapó, order that was
notified on May 9, 2005 by the daily notification proceeding. The same ruling
approved the survey drawing and instructed to record the said survey drawing.
The ruling that constituted the concession and the survey drawing were recorded
in folio 413 overleaf, number 148 of the Property Registry of the Registrar of
Mines of Copiapó for year, 2005. An excerpt of the constitution ruling was
published in the Official Mining Bulletin of Copiapó, N° 7.633, dated June 01,
2005. Two. The filing of the petition of a concession to exploit that
originated these mining exploitation concessions singularized in N° 1 above was
presented by Mr. Sebastián Manuel Richard Vergnes on July 10, 2003 at the Court
of Appeals of Copiapó for distribution, being assigned N° 20.940. The said
petition and its resolution was registered in folio 2.083, number 1.718 of the
Discovery Registry of the Registrar of Mines of Copiapó for year 2003. The
rights that form part of the said petition of a mining exploitation concession
were transferred to different individuals conforming the Legal Mining Company
Don Panchito

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Segunda Una del Arroyo Peña Negra, which is registered in folio
2.849 overleaf, number 2.349 of the Discovery Registry and in folio 171, number
416 of the Shareholders Registry volume N° 98, both of Registrar of Mines of
Copiapó for year 2004. As a consequence of the said transfers of shares and in
accordance of the certificate of good title and of the Shareholders Registry of
the Registrar of Mines of Copiapó, dated March 30, 2005, the current
shareholders of the said legal mining company are: Mr. Fernando Gastón
Dussaillant Nielsen, 28,5 shares; Mr. Sebastián Manuel Richard Vergnes, 28,5
shares; Mr. Adib Assed Merlez Quintar, 28 shares and Mr. Rinaldo Vecchiola
Trabucco, 15 shares. Total 100 shares. 1.3 Mining Properties of Legal Mining
Company Don Panchito Tercera Una de la Quebrada Las Minitas: 1.The
mining exploitation concessions Don Panchito Tercera Uno al Treinta, located in
the commune of Tierra Amarilla, province of Copiapo, III Region, of Sociedad
Legal Minera Don Panchito Tercera Una de la Quebrada Las Minitas were
constituted in the name of Mr. Sebastián Manuel Richard Vergnes in accordance to
the ruling that constitutes this concession rendered on March 8 of 2005 by the
Fourth Civil Court of Copiapó in process Rol N° 20.952 -03 approved in
consultation to the Court of Appeals of Copiapó, dated April 22, 2005 in process
Rol N° 125-2005. On May 9, 2005 the Fourth Civil Court of Copiapó rendered the
resolution that instructed to approve the ruling of constitution of the said
concessions granted by the Court of Appeals of Copiapó, order that was notified
on May 9, 2005 by the daily notification proceeding. The same ruling approved
the survey drawing and instructed to record the said survey drawing. The ruling
that constituted the concession and the survey drawing were recorded in folio
419 overleaf, number 149 of the Property Registry of the Registrar of Mines of
Copiapó for year, 2005. An excerpt of the constitution ruling was published in
the Official Mining Bulletin of Copiapó, N° 7.633, dated June 01, 2005.
Two. The filing of the petition of a concession to exploit that
originated these mining exploitation concessions

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singularized in N° 1 above was presented by Mr. Sebastián
Manuel Richard Vergnes on July 10, 2003 at the Court of Appeals of Copiapó for
distribution, being assigned N° 20.952. The said petition and its resolution was
registered in folio 2.084, number 1.719 of the Discovery Registry of the
Registrar of Mines of Copiapó for year 2003. The rights that form part of the
said petition of a mining exploitation concession were transferred to different
individuals conforming the Legal Mining Company Don Panchito Tercera Una de la
Quebrada Las Minitas, which is registered in folio 2.851, number 2.351 of the
Discovery Registry and in folio 171 overleaf, number 417 of the Shareholders
Registry volume N° 98, both of Registrar of Mines of Copiapó for year 2004. As a
consequence of the said transfers of shares and in accordance of the certificate
of good title and of the Shareholders Registry of the Registrar of Mines of
Copiapó, dated March 30, 2005, the current shareholders of the said legal mining
company are: Mr. Fernando Gastón Dussaillant Nielsen, 28,5 shares; Mr. Sebastián
Manuel Richard Vergnes, 28,5 shares; Mr. Adib Assed Merlez Quintar, 28 shares
and Mr. Rinaldo Vecchiola Trabucco, 15 shares. Total 100 shares.

CLAUSE TWO: Ownership of Mining Concessions: 2.1 The
company Don Panchito Primera duly represented by Mr. Francisco Javier Richard
Mercado and Fernando Gastón Dussaillant Nielsen, leaves expressly on record that
the mining properties referred to in clause One, number 1.1, belong to it under
exclusive domain and that said mining properties are free from any encumbrance,
sale promise, option, prohibition, mortgage, attachment and pending litigation,
as well as from any impediment that could affect their free use, enjoyment and
disposition; said mining properties are duly constituted and are in effect and
its mining patents fees covering same have been fully and timely paid. 2.2
Ownership of Mining Concessions: 2.2The company Don Panchito Segunda, duly
represented by Mr. Francisco Javier Richard Mercado and Fernando Gastón
Dussaillant Nielsen, leaves expressly on record that the mining properties
referred to in clause

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One, number 1.2, belong to it under exclusive domain and that
said mining properties are free from any encumbrance, sale promise, option,
prohibition, mortgage, attachment and pending litigation, as well as from any
impediment that could affect their free use, enjoyment and disposition; said
mining properties are duly constituted and are in effect and its mining patents
fees covering same have been fully and timely paid. 2.3 Ownership of Mining
Concessions: 2.3The company Don Panchito Tercera, duly represented by Mr.
Francisco Javier Richard Mercado and Fernando Gastón Dussaillant Nielsen, leaves
expressly on record that the mining properties referred to in clause One, number
1.3, belong to it under exclusive domain and that said mining properties are
free from any encumbrance, sale promise, option, prohibition, mortgage,
attachment and pending litigation, as well as from any impediment that could
affect their free use, enjoyment and disposition; said mining properties are
duly constituted and are in effect and its mining patents fees covering same
have been fully and timely paid.

CLAUSE THREE: Purchase Option. By virtue of the present
Contract, the Offerers, Sociedad Legal Minera Don Panchito Primera Una de La
Quebrada El Pan Chico; Sociedad Legal Minera Don Panchito Segunda Una del Arroyo
de Peña Negra and Sociedad Legal Minera Don Panchito Tercera Una de La Quebrada
de Las Minitas, all being duly represented by their already individualized sole
representatives, hereby grant to LUMINA a purchase option according to the terms
of article one hundred and sixty nine of the Mining Code, and irrevocably offer
to sell, assign and transfer the Mining Concessions specified in Clause One of
the present deed in the term, price, form of payment, modus operandi,
conditions, formalities and other clauses stated below, which Mr. John Joseph
Selters, acting in the representation conferred to him by MINERA LUMINA COPPER
CHILE S.A. hereby accepts. The three groups of Mining Concessions owned by the
mining companies singularized in the present instrument are offer as a

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complete indivisible unit, not being admissible the partial
exercise of the option. The purchase option and sale offer of the Mining
Concessions contained in this instrument are granted with an irrevocable nature,
such that Offerers cannot repent or retract their offer. To the above mentioned
effect, Offerers by means of the present instrument express their consent to the
eventual purchase and sale of said Mining Concessions. In turn, LUMINA hereby
declares to receive the offer and purchase option and reserves itself the
faculty to freely exercise it within the term and according to the conditions
stipulated in the present Contract.

CLAUSE FOUR: Term for Exercising the Option. The
purchase option offered in the present Contract is granted for the term which
expires on January 30, 2010. At any time within said term, LUMINA can express
its decision to accept or reject the offer for sale of the above mentioned
Mining Concessions, being entitled to give or not said acceptance, although it
should then abide by the terms and conditions stipulated in the present
Contract. In case LUMINA elects to exercise within the indicated term the
purchase option of the Mining Concessions offered, it should so express it by
means of a public deed on acceptance thereof executed before the same Notary who
authorizes this Contract, or before the person who replaces or acts for him at
any title within the term stipulated in the present Clause. In case that LUMINA
expresses its decision to exercise the proposed purchase option and in the event
that any installment established in Clause 5.2 is then pending of payment,
simultaneously with the subscription of the acceptance deed, LUMINA should
deliver to the Notary the respective endorsable bank checks payable at sight in
favor of the Offerers, for the amount of money representing the price of the
purchase option then pending of payment, as stipulated in Clause 5.2, together
with the instruction of delivering same to the Offerers against signature of the
corresponding receipt public deed and the exhibition of a certificate issued by
the Mining Registrar of Copiapo; both documents

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are to LUMINA account, and accredit that the Mining Concessions
specified in Clause One of the present Contract are recorded in favor of LUMINA
or its assignees, free from any mortgage and encumbrances, prohibitions,
interdictions and litigations. LUMINA should likewise inform the Offerers by
means of a registered letter, at the latest within the seven days following the
execution of the acceptance deed, their decision of having exercised the offer.
To the effects of the validity of the acceptance, the Notary who authorizes the
acceptance deed should leave on record therein that he has received the above
mentioned bank checks for delivery to the Offerers. The mere fact that LUMINA or
its assignee subscribes said public deed of acceptance shall means that the
purchase and sale operation is formalized, being understood that it is made up
by this Purchase Option Contract and said acceptance deed. The bearer of
authorized copies of both deeds is hereby empowered and the bearer shall be
empowered to request the pertinent recordings, sub-recordings and annotations
with the Mining Registrar of Copiapo.

CLAUSE FIVE: Offered Purchase and Sale Price. 5.1 The
total price of the offered purchase and sale covering the Mining Concessions
that are the object hereof is made up by a portion denominated Fixed Price
(FP), which is indicated in this Clause Five, and a portion denominated
Variable Portion, based on a Net Smelter Return (N.S.R.) stipulated in
Clause Nine below, which shall be paid in case the commercial production
commences.

5.2 The Fixed Price portion (FP) offered in respect of
  the Mining Concessions under Contract shall be the sum of two million four hundred
  thousand dollars of the United States of America, which shall be paid to the
  Offerers as follows:

a) the sum of US$ 25,000 dollars of the United States of America,
  payable in cash in this act, amount which is received by the Offerers at their
  complete satisfaction;

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b) With the sum of US$ 75,000 dollars of the United States of
  America payable upon the registration of this Option Agreement in the Registry
  of Prohibitions and Mortgages of the Registrar of Mines of Copiapo, within the
  period of 30 days;

c) With the sum of US$ 100,000 dollars of the United States
  of America payable in their equivalent in local currency on January 30, 2006;
  d) With the sum of US$ 200,000 dollars of the United States of America payable
  in their equivalent in local currency on January 30, 2007; e) With the sum of
  US$ 300,000 dollars of the United States of America payable in their equivalent
  in local currency on January 30, 2008; f) With the sum of US$ 400,000 dollars
  of the United States of America payable in their equivalent in local currency
  on January 30, 2009; g) With the sum of US$ 1,300,000 dollars of the United
  States of America payable in their equivalent in local currency on January 30,
  2010.

As of the moment that the full payment of the price stipulated
in this Clause Five. Two is effectuated, together with the respective recoding
of the acceptance public deed, it shall be understood that LUMINA has acquired
the ownership title of the Mining Concessions covered by the present Contract,
all as specified in Clause One. The parties agree that the present Option
Contract shall be governed by the provisions of article one hundred and sixty
nine of the Mining Code, so that LUMINA can express or not its consent to accept
the irrevocable offer and consequently, to formalize or not the purchase and
sale. Each payment shall be accumulative, as part of the total Purchase Fixed
Price. Payment of each of the price installments shall be effected in the
domicile of the Notary who authorizes this deed, against the signature of a
public deed on receipt to be signed by the Offerers. In any case, the obligation
to pay each installment shall be understood to be fully and timely complied with
through the delivery to the authorizing Notary, or to its successor, alternate
or replacement, of the bank checks in favor of the Offerers, expressed in pesos,
local tender

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for the total of each installment, or of the outstanding
balance of the price, stipulated in this Clause Five. Two, on the date the
Beneficiary pays the installment or exercises the option as foreseen in Clause
Four, jointly with the instruction to deliver same to the Offerers upon
signature of the corresponding receipt deed. Five. Three. To all the
effects of the present Contract, the appearing parties expressly leave on record
that out of the total price of US$ 2,400,000 dollars that LUMINA pays for all
the Mining Concessions singularized in Clause One, each group of Mining
Concessions is valued at US$ 800,000 dollars. Notwithstanding what has been
stated, the appearing parties expressly leave on record that the option can not
be exercised in a partial form, and the Fixed Price stipulated in Clause 5
number 5.2 shall be maintained inalterable.

CLAUSE SIX: Early Exercise of the Option. It is hereby
expressly stipulated that in case that LUMINA wishes to exercise its purchase
option prior to the expiration of the term stipulated in this Contract, and if
payment of more than one installments of those indicated in Clause Five. Two are
then pending, LUMINA can do so at any time and so express it by means of a
public deed of acceptance executed before the same Notary who authorizes this
Contract or the person who acts as his alternate or replacement and it should
pay the sum of installments whose payment it pending on the dates indicated and
for the amounts shown in the preceding Clause Five. Two. To this effect, LUMINA
shall deliver to the authorizing Notary of this deed the bank checks payable at
sight corresponding to the sum payable, in order that the Notary delivers same
to the Offerers against the subscription of the respective public deed on
receipt. For purposes of the validity of said acceptance, the Notary should
leave on record therein that he has received the above referred bank checks
payable at sight for delivery to the Offerers. As of the moment of delivery of
said bank checks to the Notary together with the respective recording of the
acceptance deed, it shall be understood that LUMINA has acquired

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the ownership title of the Mining Concessions covered by the
present Contract. LUMINA should also communicate to the Offerers in a registered
letter sent at the latest within the seven days subsequent to the execution of
the acceptance deed its decision to have exercised the offer.

CLAUSE SEVEN: Waiver to Exercise the Option.If the
Beneficiary does not express its decision to accept the proposed offer within
the term expiring on January 30, 2010, as stipulated in Clause Five. Two; or if
it expressly states in a public deed its decision not to persevere in the Option
Contract; or if it does not effect a full and timely payment of any of the price
installments provided for in Clause Five. Two and any shareholder of any of the
Legal Mining Companies Offerers advise in writing to LUMINA the situation of
non-payment of said installment and this is not paid within a term of thirty
days counted from the date of reception of the said communication plus the
payment of an interest equivalent to Libor plus one point for the said period of
30 days, both the purchase option and the irrevocable offer submitted in this
instrument shall ipso facto become without effect, and LUMINA hereby waives the
request of return of any sum of money paid to the Offerers as part of the price,
and said amounts shall remain to the benefit of the latter by way of indemnity
of all and any damage. In this case, LUMINA shall consequently not be bound to
pay to the Offerers the amounts or non-paid installments of the price of the
offered purchase option stipulated in Clause Five. Two. and LUMINA shall be
required to deliver to Offerers all reports made with regard to the mining
claims after the execution of this Agreement. In the same case, the immediate
release of all prohibitions and encumbrances established by reason of this
Contract shall proceed, without any further arrangement except of the exhibition
to the respective Mining Registrar of the corresponding statement made in a
public deed, or of a certificate issued by the Notary in lieu thereof, whereby
it is accredited that the stipulated terms have lapsed and the Beneficiary

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has not accepted the offer nor exercised the option, or else it
has not paid any one of the option installments agreed upon in above Clause
Five. Two. In the event the present Contract is cancelled, LUMINA hereby
expressly authorizes the above Notary to execute the deeds on release of
prohibitions established hereunder. At the same time, within the term of ninety
days, LUMINA should transfer at no cost whatsoever the permits and
authorizations it has obtained in relation to the Mining Concessions which are
the subject matter of this Contract.

CLAUSE EIGHT: Exchange Rate. To all the payment effects
of the sums stipulated in this instrument, the equivalence of the dollar to the
peso shall be that indicated by the Central Bank of Chile for the observed
dollar prevailing on the preceding working day of any day of payment referred
to in this Contract. If said exchange rate does not exist, the dollar
equivalence shall be determined according to the exchange rate that replaces
same that best reflects the par of exchange between the US dollar and the
Chilean peso.

CLAUSE NINE: Payment of the N.S.R. One.Upon
commencement of the commercial production, defining this as the date of the
issuing of the first invoice of sale of products, LUMINA shall effect a Variable
Price Payment (VP) to the Offerers in the amount of 1.5% of the Net Smelter
Return (N.S.R.). The net sale of the final products or Net Smelter Return
(N.S.R) is defined as all the incomes received by concept of sale of payable ore
products extracted from the Mining Concessions specified in Clause One of this
instrument, less the transportation costs to the place of delivery. It is
defined as mining products the ones produced in the plant which is built for the
benefit of its minerals being them copper, gold and silver concentrates, refined
copper, copper cathodes, copper cement, refined metals and metal dore. The
N.S.R. shall be provisionally paid within sixty days, upon completion of each
calendar quarter of the respective year  March, June, September and December 
duly supported by all documents covering the marketing of the products. Within
the term of ninety days, once the

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respective calendar year has ended, the Beneficiary shall
proceed to the pertinent adjustments in order to determine the final VP
corresponding to that year and shall pay within said term to the Offerers, if
applicable, any difference shown in the financial statements that reflect the
sales of ores that were used to determine the definitive VP. Two. In the
event that a period of 5 years has elapsed as of the date that LUMINA has
exercised the Option to acquire the Mining Concessions as indicated in Clause
Five and Six and LUMINA has not initiated commercial production that gives right
to the payment of the VP contemplated in this Clause and the price of the pound
of copper is not less than US$ 0,90, as determined by the London Metal Exchange,
LUMINA shall pay Offerers as payment of the respective VP an amount equal to US$
150,000 for each year until the completion of the amount of US$ 1,500,000. The
payments will be made within the month of March following the term of five years
as of the date LUMINA has exercised the Option and in any successive years until
the full amount of the payments is completed. This payment will be terminated
once it starts the commercial production and the payment of VP defined in number
one of the present Clause is in force.

CLAUSE TEN: N.S.R. Purchase Option.From this date and
by the present instrument, Offerers hereby irrevocably offer and unilaterally
bind themselves to sell, assign and transfer to LUMINA the NSR agreed upon in
Clause Nine, a right that LUMINA can exercise at any time as of the date in
which it has exercised the option referred to in Clause Three and has acquired
the dominion over the Mining Concessions specified in Clause One of this
instrument. In the event that LUMINA has acquired the dominion of the Mining
Concessions and has decided to exercise the offered purchase option of the VP,
it shall inform such decision in writing to the Offerers, so that within the
following sixty days counted from the date of dispatch of said communication,
the public deed whereby the sale, assignment and transfer of the VP proposed

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by Offerers by means of the present act and instrument is duly
entered into. To the effect of what has been stated the parties have determined
that the exclusive and sole price for the purchase of the NSR shall be the
amount of US$ 2,500,000 in its equivalent in local currency which shall be paid
with a bank check issued to the name of the Offerers, according to the observed
dollar exchange rate prevailing on the day preceding the payment date. The
public deed whereby the above referred purchase and sale shall be formalized
shall be executed before the same Notary who authorizes this Contract or the
person who acts as his alternate or replacement. Moreover, the parties leave on
record that the proposal of the Offerers to sell, assign and transfer to LUMINA
the NSR agreed upon in the present clause, according to the terms and conditions
already stipulated, is a sole, exclusive and preferential right assisting
LUMINA; therefore, during the life of the present Contract and subject to the
exercise of the option referred in Clause Three hereunder, the Offerers shall
not sell, assign or transfer to third parties and/or related persons and/or to
their respective shareholders, and to all or part of the NSR stipulated in
Clause Nine without the prior written consent of LUMINA, that can not be refused
without a fair cause and the transferees shall first undertake to comply with
all the obligations contemplated in this Purchase Option granted by the Offerers
to LUMINA in Clause Ten. This applies to the sale, assignment and transfers to
third parties and/or related persons and/or to their respective shareholders,
and to all or part of the NSR owned by them. The contravention to this
prohibition shall constitute a serious breach of the obligation of Offerers
under this Agreement. The parties also leave on record that in the event this
Contract is terminated by virtue of the provisions of Clause Seven, LUMINA sole,
exclusive and preferential right to acquire the NSR from the Offerers shall
terminate according to law and shall cease to produce legal effects from the
very instant in which the present Contract terminates.

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CLAUSE ELEVEN. All Mining Concessions shall be sold,
assigned and transferred, considered as specified items, in the condition they
are found on the date of exercise of the purchase option, with all their uses,
rights, usages and easements and with everything that said mining rights have
access to.

CLAUSE TWELVE: Defense, Payment of Patents and
Processing. During the life of the present Contract, the Offerers should
adopt all judicial and extrajudicial necessary measures to maintain duly
constituted and effective the Mining Concessions specified in this deed and to
defend said Mining Concessions and the ores contained therein against any third
parties pretension; they should inform in writing to LUMINA of any action or
legal appeal filed to safeguard said concessions and /or the ores they contain
and from any action or legal appeal filed by third parties to claim or pretend
any rights over said mining properties and/or the ores they contain, within the
seven days subsequent to the filing of the former or the receipt of the notice,
in case of the second. While the present Contract is in effect, LUMINA or the
party designated by it can intervene as a third party supporting of one party,
in the defense of litigations or law suits relating to the mining properties
referred to hereunder. During the life of the present Contract, all expenses
covering payment of mining patents shall be borne by LUMINA and should be paid
in March of each year; the Offerers should be delivered in the month of April of
each year the vouchers accrediting said payment. If necessary, LUMINA shall
request the Offerers the original payment vouchers covering patents for any
required legal arrangement.

CLAUSE THIRTEEN: Assignment of the Contract. The
Beneficiary shall be empowered to assign its rights in the present Sale
Unilateral Option Contract or to transfer, be associated or dispose in any form
of all or

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part of its rights in this Contract to a third party, provided
the involved assignee declares in the contract serving as a title of its
acquisition, that assignee shall agree to comply with the same and all
obligations assumed by the assignor by virtue of the present Contract, in the
same terms and as if the Contract had been entered into by the assignee and it
shall commit itself to impose the same obligations to any subsequent assignee.

CLAUSE FOURTEEN: Form of the Sale and Title Clearance.
The Mining Concessions are sold as a specified item, in the condition they
currently are found, with all their uses, usages, rights and active and passive
easements, free from mortgages, encumbrances, prohibitions, litigations,
attachments, purchase contracts of ores found in situ, leases or any other kind
of acts or contracts, encumbrances, real and personal rights that prevent the
free use, enjoyment, disposition and delivery of the Mining Concessions
specified in Clause One. The Offerers shall be accountable for the title
clearance pursuant to the law in relation with the property right over the
Mining Concessions. Also, and in the event that the option is exercised by
LUMINA or the assignee on whom the rights hereunder have been transferred to, in
the terms set forth in the above Clause Three the Offerers expressly waive the
resolutory action assisting them as a consequence of non-fulfillment of payments
by concept of production stipulated in above Clause Nine. The Offerers shall be
safeguarded from the pertinent judicial actions to demand enforcement of payment
of this obligation, plus the corresponding legal interests and the collection of
any other cost associated to said action.

CLAUSE FIFTEEN: Prohibitions. The Offerers, being duly
represented, hereby establish in favor of LUMINA voluntary prohibition not to
encumber or dispose of or to enter into acts or contracts in respect of the
Mining Concessions specified in Clause One hereunder and with

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respect to the N.S.R. Purchase Option specified in Clause Nine.
One without the prior, express and written consent of LUMINA, whose recordings
in the Registry of Prohibitions kept by the respective Mining Registrar can be
required by the bearer of an authorized copy of this deed. The preceding is
without prejudice to the recording of the present Contract in the Registry of
Mortgages and Encumbrances, by virtue of the provisions of article one hundred
and sixty nine of the Mining Code.

CLAUSE SIXTEEN. Permits. The Offerers hereby confer
sufficient power of attorney to LUMINA and its representative, Mr. John Joseph
Selters, in order that in the name of the Offerers they are empowered to process
and obtain to their exclusive cost and charge the permits that in compliance
with the legal provisions or because they are necessary to undertake
explorations they should apply for, whether according to the mining,
environmental or any other legislation. The Offerers specially confer power to
request the change of use of the soil and to process mining easements. In the
event the purchase option is rendered effective, all the rights and obligations
corresponding to the Offerers by reason of the permits shall be acquired free of
cost by LUMINA from the moment the acceptance deed is executed.

CLAUSE SEVENTEEN: Domicile of the Parties. To all the
effects of the present Contract, especially to the effects of any communication
that should be done to execute same, the parties hereby establish their special
domicile in the city and district of Santiago de Chile and specifically (a)
LUMINA designates its domicile at number three thousand three hundred and thirty
one Las Nieves street, district of Vitacura, Santiago of Chile, to the attention
of Mr. John Joseph Selters, facsimile number three two five seven five seven
two; (b) the Offerers designate their domicile in Walker Martínez Avenue, No
894, La Florida commune, Santiago of Chile, to the attention of Mr. Francisco
Javier

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Richard Mercado, facsimile number cero two slash two eight five
four nine one four. Any requirement, communication or notice that either party
should or could make, shall be sent by means of a registered letter addressed
through a Notary Public to the above indicated domiciles; it is understood that
the requirement, communication or notice is timely by the mere fact that the
registered letter is send within the term or opportunity stipulated in this
Contract.

CLAUSE EIGHTEEN. Arbitration. Any doubts or
controversies arising between the parties by reason of the present Contract or
pertaining to the execution, validity, interpretation, implementation thereof
and especially the acceptance of the option exercised by the Beneficiary or any
other reason relating to this instrument shall be submitted to the decision and
award of an arbitrator, whose resolution shall not be the object of any further
appeal, either in respect of the procedure or the essence. Said arbitrator shall
be designated by common agreement of the parties, and in case of disagreement,
the arbitrator shall be designated pursuant to the pertinent regulations of the
Center of Arbitrations of the Chamber of Commerce of Santiago A.G. The parties
hereby confer an irrevocable special power of attorney to the Chamber of
Commerce of Santiago A.G. in order that at the request of any of them the
Chamber designates the arbitrator, who shall act as arbitrator ex aequeo et
bono, among the members of the Arbitration Center of said Chamber. The sole fact
of requesting the appointment of the arbitrator to the above Center shall imply
the disagreement of the parties to appoint the arbitrator.

CLAUSE NINETEEN: Expenses.All expenses, rights and
notary taxes caused by the subscription of this Unilateral Sale Option Contract
and its execution shall be borne by the Beneficiary.

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CLAUSE TWENTY: Recording Faculty.The bearer of an
authorized copy of this deed is empowered to request and sign all pertinent
recordings, sub-recordings and annotations with the Mining Registrar of Copiapo,
as well as with any other public pertinent registry, and especially to request
and sign the pertinent ones in the Registry of Mortgages and Encumbrances kept
by the Mining Registrar of Copiapo in aspects pertaining to this Unilateral Sale
Option Contract and the deed on acceptance of mining rights, and in the Registry
of Prohibitions and Interdictions kept by same Registrar concerning the
prohibition established in this instrument.

CLAUSE TWENTY ONE: For the payment of the Fixed Price of
the sale defined in number 5.2 of Clause Five, the parties jointly assign the
following values to the Mining Concessions defined in Clause One of this
instrument: To Don Panchito Primera Uno al Treinta Mining Concessions it is
assigned a value of eight hundred thousands dollars of the United States of
America; To Don Panchito Segunda Uno al Treinta Mining Concessions it is
assigned a value of eight hundred thousands dollars of the United States of
America and to Don Panchito Tercera Uno al Treinta Mining Concessions it is
assigned a value of eight hundred thousands dollars of the United States of
America. As a consequence, the payments defined in number 5.2 of Clause five and
Clause Nine should be distributed in three equal parts corresponding one third
of the amount of the said values to each of the legal mining companies
singularized in clause one.

CLAUSE TWENTY TWO: Present in this act appear Mr.
Sebastián Manuel Richard Vergnes, Chilean, single, industrial miner, national
identification card No 10.616.526 -2, domiciled at number 274 Pedro Pablo
Figueroa Street of the commune and city of Copiapó, and incidentally in this
city, who declare that the mining exploitation concessions Don Panchito Primera
Uno al Treinta, Don Panchito Segunda Uno al Treinta

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and Don Panchito Tercera Uno al Treinta, all of them duly
singularized in clause one of this instrument, where petitioned by him on his
name against the Fourth Civil Court of Copiapó, rendering in each of the
proceedings the correspondent constitution ruling on his name. The appearing
party assigned rights that proceed from the said petition of mining exploitation
concessions to different persons giving existance to Don Panchito Primera Una de
la Quebrada El Pan Chico Mining Legal company; Don Panchito Segunda Una del
Arroyo Peña Negra Mining Legal company and Don Panchito Tercera Una de la
Quebrada Las Minitas Mining Legal company, which are the owners of the mining
exploitation concessions Don Panchito Primera Uno al Treinta ; Don Panchito
Segunda Uno al Treinta and Don Panchito Tercera Uno al Treinta respectively, all
of them duly singularized in clause one of this instrument. By the present, the
appearing party Mr. Sebastián Manuel Richard Vergnes declare that the mining
exploitation concessions formerly named are owned by the legal mining companies
previously singularized.

CLAUSE TWENTY THREE: Shareholder Meetings of the Offerers.
One. Shareholders Meeting of Sociedad Legal Minera Don Panchito Primera Una de
la Quebrada El Pan Chico.Present in this act, Mr. Fernando Gastón
Dussaillant Nielsen,Chilean, married, mining civil engineer, national
identification card number 5.743.362 -0, domiciled in this city, calle Las
Condesas Na 2096, Las Condes commune, Mr. Sebastián Manuel Richard Vergnes,Chilean, single, industrial miner, national identification card number
10.616.526 -2, domiciled in Copiapó, calle Pedro Pablo Figueroa Na 274, Copiapó
commune and incidentally in this city, Mr. Sergio Vittorio Ghiglino Saltori,Chilean, married, contractor, national identification card number 8.473.114
-0, domiciled in Copiapó, calle Los Carrera Na 5.687, Copiapó commune and
incidentally in this city, on behalf of Mr. Adib Assed Merlez Quintar,Chilean, married under full separation of state regime, psychologist,

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national identification card number 7.136.542 -5, domiciled in
Callejón Francisco de Aguirre Na 400, House 9, Copiapó commune and incidentally
in this city and Mr. Alejandro Moreno Prohens,Chilean, married, lawyer,
national identification card number 6.096.177 -8, domiciled in Copiapó, calle
Colipí Na 354, Suite 21, Copiapó commune and incidentally in this city on behalf
of Mr. Rinaldo Vecchiola Trabucco,Chilean, married, contractor, national
identification card number 5.055.652 -2, domiciled in Copiapó, Panamericana
Norte Highway Km. 809, Copiapó commune; the appearing are the only and exclusive
shareholders of the one hundred shares in which the social capital is divided of
the legal mining company Don Panchito Primera Una de la Quebrada El Pan Chico,
recorded in folio 2.848 vta., number 2.348 of the Registry of Discovery and in
folio 170 number 415 of the Registry of Shareholders volume number 98, both of
the Mining Registrar of Copiapó corresponding to the year 2004. Being 11:00
hours and in the place of this Notary located in Orrego Luco Street N° 0153,
Providencia Commune, Santiago and before the Notary who authorize, it is
constituted in this act the shareholders meeting of the mining legal company Don
Panchito Primera Una de la Quebrada El Pan Chico and by unanimity are adopted
the followings accords: a)Celebrate with Minera Lumina Copper Chile S.A.
the Unilateral Sale Option Contract which text appears in the present public
deed and in respect to the mining properties singularized in clause one of the
present instrument accepting the price, conditions and peculiarities agreed; b)
authorize Mr. Francisco Javier Richard Mercado and Fernando Gastón Dussaillant
Nielsen so that they acting jointly on behalf of the mining legal company
previously singularized execute the present Unilateral Option Contract, and
likewise, execute all acts and contract which are necessary or convenient to
fulfill the execution and compliance of this Contract. For this purpose, the
attorneys in fact are specially empowered to receive all kind of payments,
reimbursement of expenses and any information related to this

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Contract, and also to constituted prohibitions not to
encumbrance nor sale or celebrate any acts or contracts over the mining
concessions owned by the company and over the option to purchase the NSR or
Variable Portion of the price. The attorneys in fact can agree in all the
elements which are considered necessary or convenient, being them of the
essence, of the nature of the contract or of an accidental nature. Finally the
attorneys in fact may assign by public document, totally or partially the power
granted as indicated above. Considering that there are no other matters this
Shareholders Meeting is finished at 11:30 hours and the Notary that authorizes
the validity of the agreements adopted certifies that the meeting was attended
by shareholders which represents 100% of the shares of the Company. Two.
Shareholder Meetings of the Offerers. One. Shareholders Meeting of Sociedad
Legal Minera Don Panchito Segunda Una del Arroyo Peña Negra.Present in this
act, Mr. Fernando Gastón Dussaillant Nielsen,Chilean, married, mining
civil engineer, national identification card number 5.743.362 -0, domiciled in
this city, calle Las Condesas Na 2096, Las Condes commune, Mr. Sebastián
Manuel Richard Vergnes,Chilean, single, industrial miner, national
identification card number 10.616.526 -2, domiciled in Copiapó, calle Pedro
Pablo Figueroa Na 274, Copiapó commune and incidentally in this city, Mr.
Sergio Vittorio Ghiglino Saltori,Chilean, married, contractor, national
identification card number 8.473.114 -0, domiciled in Copiapó, calle Los Carrera
Na 5.687, Copiapó commune and incidentally in this city, on behalf of Mr.
Adib Assed Merlez Quintar,Chilean, married under full separation of state
regime, psychologist, national identification card number 7.136.542 -5,
domiciled in Callejón Francisco de Aguirre Na 400, House 9, Copiapó commune and
incidentally in this city and Mr. Alejandro Moreno Prohens,Chilean,
married, lawyer, national identification card number 6.096.177 -8, domiciled in
Copiapó, calle Colipí Na 354, Suite 21, Copiapó commune and incidentally in this
city on behalf of Mr. Rinaldo Vecchiola Trabucco,Chilean, married,
contractor, national

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identification card number 5.055.652 -2, domiciled in Copiapó,
Panamericana Norte Highway Km. 809, Copiapó commune; the appearing are the only
and exclusive shareholders of the one hundred shares in which the social capital
is divided of the legal mining company Don Panchito Segunda Una del Arroyo Peña
Negra, recorded in folio 2.850, number 2.350 of the Registry of Discovery and in
folio 171 number 416 of the Registry of Shareholders volume number 98, both of
the Mining Registrar of Copiapó corresponding to the year 2004. Being 11:30
hours and in the place of this Notary located in Orrego Luco Street N° 0153,
Providencia Commune, Santiago and before the Notary who authorize, it is
constituted in this act the shareholders meeting of the mining legal company Don
Panchito Segunda Una del Arroyo Peña Negra and by unanimity are adopted the
followings accords: a) Celebrate with Minera Lumina Copper Chile S.A. the
Unilateral Sale Option Contract which text appears in the present public deed
and in respect to the mining properties singularized in clause one of the
present instrument accepting the price, conditions and peculiarities agreed; b)
authorize Mr. Francisco Javier Richard Mercado and Fernando Gastón Dussaillant
Nilesen so that they acting jointly on behalf of the mining legal company
previously singularized execute the present Unilateral Option Contract, and
likewise, execute all acts and contract which are necessary or convenient to
fulfill the execution and compliance of this Contract. For this purpose, the
attorneys in fact are specially empowered to receive all kind of payments,
reimbursement of expenses and any information related to this Contract, and also
to constituted prohibitions not to encumbrance nor sale or celebrate any acts or
contracts over the mining concessions owned by the company and over the option
to purchase the NSR or Variable Portion of the price. The attorneys in fact
can agree in all the elements which are considered necessary or convenient,
being them of the essence, of the nature of the contract or of an accidental
nature. Finally the

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attorneys in fact may assign by public document, totally or
partially the power granted as indicated above. c) To authorize the sale of the
mining concessions named Isabel Uno al Diez, located in Tierra Amarilla Commune,
Province of Copiapó, III Region, which registered on page 1.686 vta. number
1.442 of the Registry of Discoveries of the Registrar of Mines of Copiapó, of
year 2003, in the amount of CH$ 10.000, paid in cash to Minera Lumina Copper
Chile S.A. and empower Mr. Francisco Javier Richard Mercado y Fernando Gastón
Dussaillant Nielsen to subscribe the said Sale and Purchase Agreement and
receive the purchase price. Considering that there are no other matters this
Shareholders Meeting is finished at 12:00 hours and the Notary that authorizes
the validity of the agreements adopted certifies that the meeting was attended
by shareholders which represents 100% of the shares of the Company.
Three. Shareholders Meeting of Sociedad Legal Minera Don Panchito
Tercera Una de la Quebrada Las Minitas.Present in this act, Mr. Fernando
Gastón Dussaillant Nielsen,Chilean, married, mining civil engineer,
national identification card number 5.743.362 -0, domiciled in this city, calle
Las Condesas Na 2096, Las Condes commune, Mr. Sebastián Manuel Richard
Vergnes,Chilean, single, industrial miner, national identification card
number 10.616.526 -2, domiciled in Copiapó, calle Pedro Pablo Figueroa Na 274,
Copiapó commune and incidentally in this city, Mr. Sergio Vittorio Ghiglino
Saltori,Chilean, married, contractor, national identification card number
8.473.114 -0, domiciled in Copiapó, calle Los Carrera Na 5.687, Copiapó commune
and incidentally in this city, on behalf of Mr. Adib Assed Merlez Quintar,Chilean, married under full separation of state regime, psychologist,
national identification card number 7.136.542 -5, domiciled in Callejón
Francisco de Aguirre Na 400, House 9, Copiapó commune and incidentally in this
city and Mr. Alejandro Moreno Prohens,Chilean, married, lawyer, national
identification card number 6.096.177 -8, domiciled in Copiapó, calle Colipí Na
354, Suite 21, Copiapó commune and incidentally in this city on behalf of Mr.

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Rinaldo Vecchiola Trabucco,Chilean, married,
contractor, national identification card number 5.055.652 -2, domiciled in
Copiapó, Panamericana Norte Highway Km. 809, Copiapó commune; the appearing are
the only and exclusive shareholders of the one hundred shares in which the
social capital is divided of the legal mining company Don Panchito Tercera Una
de la Quebrada Las Minitas, recorded in folio 2.851 vta., number 2.352 of the
Registry of Discovery and in folio 172 number 417 of the Registry of
Shareholders volume number 98, both of the Mining Registrar of Copiapó
corresponding to the year 2004. Being 12:30 hours and in the place of this
Notary located in Orrego Luco Street N° 0153, Providencia Commune, Santiago and
before the Notary who authorize, it is constituted in this act the shareholders
meeting of the mining legal company Don Panchito Tercera Una de la Quebrada Las
Minitas and by unanimity are adopted the followings accords: a) Celebrate
with Minera Lumina Copper Chile S.A. the Unilateral Sale Option Contract which
text appears in the present public deed and in respect to the mining properties
singularized in clause one of the present instrument accepting the price,
conditions and peculiarities agreed; b) authorize Mr. Francisco Javier Richard
Mercado and Fernando Gastón Dussaillant Nielsen so that they acting jointly on
behalf of the mining legal company previously singularized execute the present
Unilateral Option Contract, and likewise, execute all acts and contract which
are necessary or convenient to fulfill the execution and compliance of this
Contract. For this purpose, the attorneys in fact are specially empowered to
receive all kind of payments, reimbursement of expenses and any information
related to this Contract, and also to constituted prohibitions not to
encumbrance nor sale or celebrate any acts or contracts over the mining
concessions owned by the company and over the option to purchase the NSR or
Variable Portion of the price. The attorneys in fact can agree in all the
elements which are considered necessary or convenient, being them of the
essence, of

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the nature of the contract or of an accidental nature. Finally
the attorneys in fact may assign by public document, totally or partially the
power granted as indicated above. Considering that there are no other matters
this Shareholders Meeting is finished at 13:00 hours and the Notary that
authorizes the validity of the agreements adopted certifies that the meeting was
attended by shareholders which represents 100% of the shares of the Company. The
legal capacity of Mr. Francisco Javier Richard Mercado and Mr. Fernando Gastón
Dussaillant Nielsen to act on behalf of Sociedad Legal Minera Don Panchito
Primera Una de la Quebrada El Pan Chico; de la Sociedad Legal Minera Don
Panchito Segunda del Arroyo Peña Negra and of Sociedad Legal Minera Don Panchito
Tercera Una de la Quebrada Las Minitas is recorded in the minutes of the said
legal mining companies which are transcribed in clause 23 of this instrument.
The legal capacity of Mr. John Joseph Selters to act on behalf of LUMINA is
recorded in public document dated September 5, 2003 granted in the Notary Public
of Mr. Eduard Avello Concha which contains the minutes of the First Directors
Meeting of Minera Lumina Copper Chile S.A. where the powers were granted. The
legal capacity of Mr. Alejandro Moreno Prohens to act on behalf of Mr. Rinaldo
Vecchiola Trabucco is recorded in the special power of attorney dated July 20,
2005 granted in the Notary Public of Copiapó of Mr. Eduardo Cabrera Cortés. The
legal capacity of Mr. Sergio Vittorio Ghiglino Saltori to act on behalf of Mr.
Adib Assed Merlez Quintar is recorded in the special power of attorney dated
July 21, 2005 granted in the Notary Public of Copiapó of Mr. Eduardo Cabrera
Cortés.

IN WITNESS WHEREOF, the appearing parties stamp their
signature. A copy was given and the deed was registered in the DIGEST BOOK with
the already mentioned number.- I hereby certify.-

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