ex104.htm


    THIRD
AMENDMENT TO MINERAL RIGHT OPTION AGREEMENT

     

    This
Third Amendment to the Mineral Right Option Agreement (the “Third Amendment”) is
made and entered into as of the 8 day of April, 2010 (the “Amendment Effective
Date”), by and between Temasek Investments Inc., a company duly
incorporated and organized under the laws of Panama (hereinafter referred to as
“Optionor”),
and Constitution Mining Corp., a company duly incorporated and organized under
the laws of the State of Delaware, United States of America (hereinafter
referred to as “Optionee”).

     

    R E C I T A L
S

     

    A. Optionor
and Optionee have previously entered into the Mineral Right Option Agreement,
dated September 29, 2008, as amended May 12, 2009 and as further amended October
29, 2009, pursuant to which Optionor granted to Optionee four exclusive options
to acquire the mineral rights to certain properties located in Peru (the “Agreement”)

     

    B. The
parties desire to amend the Agreement as set forth herein with the same force
and effect as if such amendments were incorporated into the Agreement as
originally executed.

     

    NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

     

    1. Capitalized
Terms.  Capitalized terms not otherwise defined herein have the
meanings set forth in the Agreement.

     

    2. Purchase and Sale of Shares;
Purchase Price.

     

    (a)   
Section
2.2(c) of the Agreement is hereby deleted in its entirety.

     

    (b)   
Section
2.2(d) of the Agreement is hereby deleted in its entirety and the following is
substituted in replacement:

     

    100%
Option

     

    Subject
to the prior and due and complete exercise by the Optionee of the 50% Option in
accordance with the paragraph before, the Optionee may exercise the third and
fourth, twenty-five percent (25%) options to acquire an additional fifty percent
(50%) interest in the Mineral Rights, in accordance with the terms set out below
(hereinafter, the “100%
Option”).

     

    In order
to exercise the 100% Option, the Optionee shall within five (5) business days of
the Amendment Effective Date:

     

    (i) 
pay to
the order and direction of the Optionor $1,000,000 (United States Dollars One
Million);

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    (ii) 
issue a
total of six million (6,000,000) Optionee Shares to the order and the direction
of Optionor, or whoever persons the Optionor indicates, of which two million
(2,000,000) Optionee Shares are acknowledged by Optionor to have been previously
issued in November 2009; and

     

    (iii) 
issue a
convertible note for $7,000,000 (United States Dollars Seven Million) to the
order and the direction of Optionor in the form set forth on Exhibit A hereto (the
“Convertible
Note”).

     

    For the
purposes of this Agreement, the Optionee is deemed to have fully exercised the
100% Option only once all of the obligations described in points (i), (ii), and
(iii) above have been completed.

     

    Upon
exercise of the 100% Option by the Optionee, the Optionor will immediately
proceed to transfer to Optionee, or to the person the Optionee indicates, the
final and remaining 50% of all the outstanding shareholding in BACON
HILL.  Additionally, upon the exercise of the 100% Option, the
Optionor shall become holder of the one (1) share that it currently holds in
MINERA MARAÑON as nominee and on trust for the exclusive and sole benefit and
interest of the Optionee.  The Optionor hereby undertakes to the
Optionee at all times to exercise all rights in respect of the share that it
holds in MINERA MARAÑON strictly in accordance with the Optionee
instructions.

     

    Upon
completion of the 100% Option, the Optionee shall be the owner of one hundred
percent (100%) undivided interest in the Mineral Rights through the direct
ownership of 100% of the outstanding shareholding of BACON HILL and indirect
ownership of 100% of the outstanding shareholding of MINERA
MARAÑON.

     

    3.     
Waiver of Prior Breach
and/or Default.  Optionor hereby waives any prior breach or
default of this Agreement by Optionee.

     

    4.   
  No Other
Changes.  Except for the changes set forth in this Third
Amendment, there are no other changes made by this Third Amendment to the
Agreement.  In the event that any terms, provisions or conditions of
this Third Amendment shall conflict with the terms, provisions and conditions of
the Agreement, the terms, provisions and conditions of this Third Amendment
shall govern and control.

     

    5.    
 Incorporation of
Amendment.  The parties hereby agree that: (a) this Third
Amendment is incorporated into and made a part of the Agreement; (b) any and all
references to the Agreement shall include this Third Amendment; and (c) the
Agreement and all terms, conditions and provisions of the Agreement are in full
force and effect as of the date hereof, except as expressly modified and amended
hereinabove.

     

     

    
      
         

      

      
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    6.   
 Counterparts.  This
Third Amendment may be executed in any number of counterparts and by each of the
undersigned on separate counterparts, and each such counterpart shall be deemed
to be an original, but all such counterparts taken together shall constitute but
one and the same instrument.

     

    7.    
Governing
Law.  This Third Amendment shall, in all respect, be governed,
construed, and enforced in accordance with the laws of the State of
Nevada.

     

    [signature
page follows]

     

     

     

     

     

    
 

    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties have caused this Third Amendment to be effective as
of the date first set forth above.

     

    Temasek
Investments, Inc.

     

    /s/ Jose
Silva                                           


    By:           Jose
Silva

    Its:           President


     

    Constitution
Mining Corp.

     

    /s/ Michael
Stocker                              


    By:           Michael
Stocker

    Its:           Chief
Executive Officer

     

    


     


    
      
         


      

      
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    EXHIBIT A

     

    CONVERTIBLE NOTE

     

     

     

     


    
      
         


      

      
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    NEITHER
THIS NOTE NOR THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE
STATE SECURITIES LAWS.  NEITHER THIS NOTE NOR THE SECURITIES IN TO
WHICH IT MAY BE CONVERTED MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE ACT, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO
THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR (II) UNLESS
SOLD PURSUANT TO AN EXCEPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT
AND/OR ANY SUCH LAWS.

     

    CONSTITUTION
MINING CORP.

     

    CONVERTIBLE PROMISSORY
NOTE

     

    DUE APRIL
8, 2013


    
       

      
        	
                $7,000,000

              	
                April
      8, 2010

              


      

       

    

    FOR VALUE
RECEIVED, the undersigned, Constitution Mining Corp., a Delaware corporation
(the “Company”), promises
to pay to the order of Temasek Investments Inc. (the “Holder”), the
principal sum of Seven Million Dollars ($7,000,000.00) on April 8, 2013 (the
“Maturity
Date”), plus interest thereon as provided herein.

     

    8.    
Mineral Right
Agreement.  This Convertible Promissory Note (this “Note”) is issued
pursuant to that certain Mineral Right Agreement dated September 29, 2008, as
amended May 12, 2009 and as further amended October 29, 2009 and April 8, 2010
by and between the Company and the Holder (the “Agreement”), and the
Holder is entitled to the benefits of this Note and the Agreement and may
enforce the agreements of the Company contained herein and therein and exercise
the remedies provided for hereby and thereby or otherwise available in respect
hereto and thereto.  Capitalized terms used herein without definition
are used herein with the meanings ascribed to such terms in the
Agreement.

     

    9.    
Interest.  In
addition to the principal amount due, the Company promises to pay interest on
the principal amount outstanding under this Note, payable annually, at the rate
of twelve percent (12%) per annum.  Interest shall accrue until the
first to occur of payment in full of this Note or conversion of this Note into
Conversion Units as provided in Section 4, and such interest shall be paid,
together with the principal amount hereof, on the first to occur of the Maturity
Date or conversion.

     

    10.   
Events of
Default.  An “Event of Default” shall occur if:

     

    (a) the
Company fails to make payment of the principal or interest of this Note within
five (5) days of the date that the same shall become due and payable;
or

     

    (b) the
Company’s Board of Directors resolves by proper corporate procedure to, or an
order, judgment or decree is entered to, wind-up, dissolve or liquidate the
Company.

     

    
      
         

      

      
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    11.   
Conversion.

     

    (a)    
Conversion
Option.  At any time on or after the date hereof and prior to
the Maturity Date, this Note and/or any interest due hereunder shall be
convertible, in whole or in part, at the option of the Holder (the “Conversion Option”)
into such number of Conversion Units as determined by dividing (x) the sum of
that portion of the outstanding principal balance under this Note and any
accrued but unpaid interest thereon as of such date that the Holder elects to
convert by (y) a unit conversion price of $0.80 (the “Unit Conversion
Price”), subject to adjustment as described in Section 4(c)
below.  “Conversion Units”
shall mean one (1) share of fully paid and non-assessable common stock of the
Company, par value $0.001, and one (1) common stock purchase warrant (the “Warrant”).  Each
Warrant is exercisable to purchase one share of common stock at a price of $1.10
per share.

     

    (b)     
Mechanics of
Conversion.  The Holder shall provide written notice of
conversion, duly executed, to the Company in the manner provided in the
Agreement (the “Conversion
Notice”).  No later than three (3) business days after receipt
of the Conversion Notice by Company (the “Delivery Date”), the
Company shall issue and deliver to the Holder (i) a certificate evidencing the
number of shares of common stock to which the Holder shall be entitled, and (ii)
Warrants to purchase such shares of common stock to which the Holder shall be
entitled.  The Warrant shall be substantially in the form attached
hereto as Exhibit
A.

     

    (c)      
Adjustment of Unit
Conversion Price.  The Unit Conversion Price shall be subject
to adjustment from time to time as follows:

     

    (i)   
Stock Dividends and Stock
Splits. If the Company, at any time while this Note is outstanding: (A)
subdivides outstanding shares of common stock into a larger number of shares;
(B) combines (including by way of a reverse stock split) outstanding shares of
common stock into a smaller number of shares; or (C) issues, in the event of a
reclassification of shares of the common stock, any shares of capital stock of
the Company, then the Unit Conversion Price shall be multiplied by a fraction of
which the numerator shall be the number of shares of common stock (excluding any
treasury shares of the Company) outstanding immediately before such event and of
which the denominator shall be the number of shares of common stock outstanding
immediately after such event. Any adjustment made pursuant to this subsection
shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution and shall
become effective immediately after the effective date in the case of a
subdivision, combination or re-classification.  Any adjustments under
this Section 4(c)(i) shall be effective at the close of business on the date the
stock split or combination occurs.

     

    (ii)   
Calculations. All
calculations under this Section 4(c) shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be. For purposes of this Section
4(c), the number of shares of common stock deemed to be issued and outstanding
as of a given date shall be the sum of the number of shares of common stock
issued and outstanding.

     

    (iii)   
Notice to the
Holder.  Whenever the Unit Conversion Price is adjusted
pursuant to any provision of this Section 4(c), the Company shall promptly mail
to the Holder a notice setting forth the Conversion Price after such adjustment
and setting forth a brief statement of the facts requiring such
adjustment.  Any notice or rescission shall be given in the manner
specified in the Agreement.

     

     

    
      
         

      

      
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    12. 
  Notices.  Any
notice, demand, request, waiver or other communication required or permitted to
be given hereunder shall be in writing and shall be given in accordance with
Section 9.1 of the Agreement.

     

    13.   
Governing
Law.  This Note shall be governed by and construed in
accordance with the internal laws of the State of Nevada, without giving effect
to any of the conflicts of law principles which would result in the application
of the substantive law of another jurisdiction.  This Note shall not
be interpreted or construed with any presumption against the party causing this
Note to be drafted.

     

    14.   
Headings.  Section
headings in this Note are included herein for purposes of convenience of
reference only and shall not constitute a part of this Note for any other
purpose.

     

    15.   
Interpretation. This
Note is intended by Company and Lender as a final expression of the credit to be
extended hereunder and as a complete and exclusive statement of its terms, there
being no conditions to the enforceability of this Note.  This Note may
not be supplemented or modified except in writing, executed by both parties
hereto.

     

    16.   
Binding
Effect.  The obligations of the Company and the Holder set
forth herein shall be binding upon the successors and assigns of each such
party, whether or not such successors or assigns are permitted by the terms
hereof.

     

    17.   
Compliance with Securities
Laws.  The Holder of this Note acknowledges that this Note is
being acquired solely for the Holder’s own account and not as a nominee for any
other party, and for investment, and that the Holder shall not offer, sell or
otherwise dispose of this Note.

     

    18.    
Transfer and
Assignment.  Neither party may transfer or assign this Note
without the prior written consent of the other party.

     

    


     

     [Signature
on following page]

     


    
      
         


      

      
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    IN
WITNESS WHEREOF, the Company caused this Note to be effective as of the date
first set forth above.

     

    Constitution
Mining Corp.

     

    /s/
Michael
Stocker                         


    By:           Michael
Stocker

    Its:           Chief
Executive Officer

     


    
      
         


      

      
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    Exhibit
A

     

    WARRANT

    


    THESE
SECURITIES MAY NOT BE OFFERED OR SOLD UNLESS AT THE TIME OF SUCH OFFER OR SALE,
THE PERSON MAKING SUCH OFFER OR SALE DELIVERS A PROSPECTUS MEETING THE
REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), FORMING A PART OF A REGISTRATION STATEMENT, OR POST-EFFECTIVE AMENDMENT
THERETO, WHICH IS EFFECTIVE UNDER SAID ACT, UNLESS IN THE OPINION OF COUNSEL TO
THE COMPANY, SUCH OFFER AND SALE IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF
SAID ACT.

     

     

    CONSTITUTION
MINING CORP.

     

     

    COMMON
STOCK PURCHASE WARRANT

     

    CONSTITUTION
MINING CORP. (the
“Company”), a
Delaware corporation, hereby certifies that, for value received,
________________________________ (the “Holder”), whose
address is __________________________________________________, is entitled,
subject to the terms set forth below, at any time, or from time to time, after
the date hereof and before the Expiration Date (as defined below), to purchase
from the Company ________ shares (the “Shares”) of common
stock, $0.001 par value, of the Company (the “Common Stock”) at a
price of $1.10 per Share (the purchase price per Share, as adjusted from time to
time pursuant to the provisions hereunder set forth, is referred to in this
Warrant as the “Purchase
Price”).

     

    This
Warrant was issued to Holder as part of a unit (the “Unit”) composed of one
share of Common Stock and one Common Stock Purchase Warrant.

     

    1.    
Term of the
Warrant.

     

    1.1   
Time of
Exercise.  Subject to the
provisions of Sections 1.5, “Transfer and Assignment,” and 3.1, “Registration
and Legends,” this Warrant may be exercised at any time and from time to time
after 9:00 a.m., local time, on (commencing six months after the
date of issuance) (the “Exercise Commencement
Date”), but no later than 5:00 p.m., local time, (one year from the date of
issuance) (the “Expiration Date”), at
which point it shall become void and all rights under this Warrant shall
cease.

     

    1.2   
Manner of
Exercise.

     

    1.2.1  
The
Holder may exercise this Warrant, in whole or in part, upon surrender of this
Warrant, with the form of subscription attached hereto duly executed, to the
Company at its corporate office, together with the full Purchase Price for each
Share to be purchased in lawful money of the United States, or by certified
check, bank draft or postal or express money order payable in United States
dollars to the order of the Company, and upon compliance with and subject to the
conditions set forth in this Warrant.

     

    1.2.2   
Upon
receipt of this Warrant, with the form of subscription duly executed and
accompanied by payment of the aggregate Purchase Price for the Shares for which
this Warrant is then being exercised, the Company shall cause to be issued
certificates or other evidence of ownership, for the total number of whole
Shares for which this Warrant is being exercised in such denominations as are
required for delivery to the Holder, and the Company shall thereupon deliver
such documents to the Holder or its nominee.

     

     

    
      
         

      

      
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    1.2.3  
If the
Holder exercises this Warrant with respect to fewer than all of the Shares that
may be purchased under this Warrant, the Company shall execute a new Warrant for
the balance of the Shares that may be purchased upon exercise of this Warrant
and deliver such new Warrant to the Holder.

     

    1.2.4  
The
Company covenants and agrees that it will pay when due and payable any and all
transfer taxes which may be payable in respect of the issue of this Warrant, or
the issue of any Shares upon the exercise of this Warrant.  The
Company shall not, however, be required to pay any transfer or other tax which
may be payable in respect of any transfer involved in the issuance or delivery
of this Warrant or of the Shares in a name other than that of the Holder at the
time of surrender, and until the payment of such tax, the Company shall not be
required to issue such Shares.

     

    1.2.5   
The
Company shall, at the time of any exercise of all or part of this Warrant, upon
the request of the Holder hereof, acknowledge in writing its continuing
obligation to afford to such Holder any rights to which such Holders shall
continue to be entitled after such exercise in accordance with the provisions of
this Warrant, provided that if the Holder of this Warrant shall fail to make any
such request, such failure shall not affect the continuing obligations of the
Company to afford to such Holder any such rights.

     

    1.3   
Exchange of
Warrant.  This Warrant may
be split-up, combined or exchanged for another Warrant or Warrants of like tenor
to purchase a like aggregate number of Shares.  If the Holder desires
to split-up, combine or exchange this Warrant, it shall make such request in
writing delivered to the Company at its corporate office and shall surrender
this Warrant and any other Warrants to be so split-up, combined or exchanged,
the Company shall execute and deliver to the person entitled thereto a Warrant
or Warrants, as the case may be, as so requested.  The Company shall
not be required to effect any split-up, combination or exchange which will
result in the issuance of a Warrant entitling the Holder to purchase upon
exercise a fraction of a Share.  The Company may require the Holder to
pay a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any split-up, combination or exchange of
Warrants.  The term “Warrant” as used herein includes any Warrants
issued in substitution for or replacement of this Warrant, or into which this
Warrant may be divided or exchanged.

     

    1.4    
Holder as
Owner.  Prior to due
presentment for registration of transfer of this Warrant, the Company may deem
and treat the Holder as the absolute owner of this Warrant (notwithstanding any
notation of ownership or other writing hereon) for the purpose of any exercise
hereof and for all other purposes, and the Company shall not be affected by any
notice to the contrary.  Irrespective of the date of issue and
delivery of certificates for any Shares issuable upon the exercise of the
Warrant, each person in whose name any such certificate is issued shall be
deemed to have become the holder of record of the Shares represented thereby on
the date on which all or a portion of the Warrant surrendered in connection with
the subscription therefor was surrendered and payment of the purchase price was
tendered.  No surrender of all or a portion of the Warrant on any date
when the stock transfer books of the Company are closed, however, shall be
effective to constitute the person or persons entitled to receive Shares upon
such surrender as the record holder of such Shares on such date, but such person
or persons shall be constituted the record holder or holders of such Shares at
the close of business on the next succeeding date on which the stock transfer
books are opened.  Each person holding any Shares received upon
exercise of Warrant shall be entitled to receive only dividends or distributions
payable to holders of record on or after the date on which such person shall be
deemed to have become the holder of record of such Shares.

     

    
      
         

      

      
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    1.5    
Transfer and
Assignment.  This Warrant may
not be sold, hypothecated, exercised, assigned or transferred except in
accordance with and subject to the provisions of the Securities Act of 1933, as
amended (“Act”).

     

    1.6    
Method for
Assignment.  Any assignment
permitted under this Warrant shall be made by surrender of this Warrant to the
Company at its principal office with the form of assignment attached hereto duly
executed and funds sufficient to pay any transfer tax.  In such event,
the Company shall, without charge, execute and deliver a new Warrant in the name
of the assignee designated in such instrument of assignment and this Warrant
shall promptly be canceled.  This Warrant may be divided or combined
with other Warrants which carry the same rights upon presentation thereof at the
corporate office of the Company together with a written notice signed by the
Holder, specifying the names and denominations in which such new Warrants are to
be issued.

     

    1.7    
Rights of
Holder.  Nothing
contained in this Warrant shall be construed as conferring upon the Holder the
right to vote or consent or receive notice as a stockholder in respect of any
meetings of stockholders for the election of directors or any other matter, or
as having any rights whatsoever as a stockholder of the Company.  If,
however, at any time prior to the expiration of this Warrant and prior to its
exercise, any of the following shall occur:

     

    1.7.1   
The
Company shall take a record of the holders of its shares of Common Stock for the
purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of current or retained earnings, as indicated by the accounting
treatment of such dividend or distribution on the books of the Company;
or

     

    1.7.2    
The
Company shall offer to the holders of its Common Stock any additional shares of
capital stock of the Company or securities convertible into or exchangeable for
shares of capital stock of the Company, or any option, right or warrant to
subscribe therefor; or

     

    1.7.3    
There
shall be proposed any capital reorganization or reclassification of the Common
Stock, or a sale of all or substantially all of the assets of the Company, or a
consolidation or merger of the Company with another entity; or

     

    1.7.4     
There
shall be proposed a voluntary or involuntary dissolution, liquidation or winding
up of the Company; then, in any one or more of said cases, the Company shall
cause to be mailed to the Holder, at the earliest practicable time (and, in any
event, not less than thirty (30) days before any record date or other date set
for definitive action), written notice of the date on which the books of the
Company shall close or a record shall be taken to determine the stockholders
entitled to such dividend, distribution, convertible or exchangeable securities
or subscription rights, or entitled to vote on such reorganization,
reclassification, sale, consolidation, merger, dissolution, liquidation or
winding up, as the case may be.  Such notice shall also set forth such
facts as shall indicate the effect of such action (to the extent such effect may
be known at the date of such notice) on the Purchase Price and the kind and
amount of the Common Stock and other securities and property deliverable upon
exercise of this Warrant.  Such notice shall also specify the date as
of which the holders of the Common Stock of record shall participate in said
distribution or subscription rights or shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be (on which date, in the event of
voluntary or involuntary dissolution, liquidation or winding up of the Company,
the right to exercise this Warrant shall terminate).  Without limiting
the obligation of the Company to provide notice to the holder of actions
hereunder, it is agreed that failure of the Company to give notice shall not
invalidate such action of the Company.

     

     

    
      
         

      

      
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    1.8    
Lost Warrant
Certificate(s).  Upon receipt by
the Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and, in the case of loss, theft or destruction of
reasonably satisfactory indemnification, including a surety bond if required by
the Company, and upon surrender and cancellation of this Warrant, if mutilated,
the Company will cause to be executed and delivered a new Warrant of like tenor
and date.  Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at
any time enforceable by anyone.

     

    1.9    
Covenants of the
Company.  The Company
covenants and agrees as follows:

     

    1.9.1     
At all
times it shall reserve and keep available for the exercise of this Warrant into
Common Stock such number of authorized shares of Common Stock as are sufficient
to permit the exercise in full of this Warrant into Common Stock;
and

     

    1.9.2     
All
Shares issued upon exercise of the Warrant shall be duly authorized, validly
issued and outstanding, fully-paid and non-assessable.

     

    
      2.    
Adjustment
of Purchase Price and Number of Shares Purchasable Upon
Exercise.

    

     

    2.1   
Recapitalization.  The number of
Shares purchasable on exercise of this Warrant and the Purchase Price therefor
shall be subject to adjustment from time to time in the event that the Company
shall:  (i) pay a dividend in, or make a distribution of, shares
of Common Stock, (ii) subdivide its outstanding shares of Common Stock into
a greater number of shares, (iii) combine its outstanding shares of Common
Stock into a smaller number of shares, or (iv) spin-off a subsidiary by
distributing, as a dividend or otherwise, shares of the subsidiary to its
stockholders.  In any such case, the total number of shares
purchasable on exercise of this Warrant immediately prior thereto shall be
adjusted so that the Holder shall be entitled to receive, at the same aggregate
purchase price, the number of shares of Common Stock that the Holder would have
owned or would have been entitled to receive immediately following the
occurrence of any of the events described above had this Warrant been exercised
in full immediately prior to the occurrence (or applicable record date) of such
event.  An adjustment made pursuant to this Paragraph 2 shall, in the
case of a stock dividend or distribution, be made as of the record date and, in
the case of a subdivision or combination, be made as of the effective date
thereof.  If, as a result of any adjustment pursuant to this Paragraph
2, the Holder shall become entitled to receive shares of two or more classes of
series of securities of the Company, the board of directors of the Company shall
equitably determine the allocation of the adjusted purchase price between or
among shares or other units of such classes or series and shall notify the
Holder of such allocation.

     

    2.2   
Merger or
Consolidation.  In the event of
any reorganization or recapitalization of the Company or in the event the
Company consolidates with or merges into another entity or transfers all or
substantially all of its assets to another entity, then and in each such event,
the Holder, on exercise of this Warrant as provided herein, at any time after
the consummation of such reorganization, recapitalization, consolidation, merger
or transfer,  shall be entitled, and the documents executed to
effectuate such event shall so provide, to receive the stock or other securities
or property to which the Holder would have been entitled upon such consummation
if the Holder had exercised this Warrant immediately prior
thereto.  In such case, the terms of this Warrant shall survive the
consummation of any such reorganization, recapitalization, consolidation, merger
or transfer and shall be applicable to the shares of stock or other securities
or property receivable on the exercise of this Warrant after such consummation
and as an exchange for a larger or smaller number of shares, as the case may
be.

     

     

    
      
         

      

      
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    2.3   
Notice of
Dissolution or Liquidation.  Except as
otherwise provided in Section 2.2, “Merger or Consolidation,” in the case of any
sale or conveyance of all or substantially all of the assets of the Company in
connection with a plan of complete liquidation of the Company, or in the case of
the dissolution, liquidation or winding-up of the Company, all rights under this
Warrant shall terminate on a date fixed by the Company, such date so fixed to be
not earlier than the date of the commencement of the proceedings for such
dissolution, liquidation or winding-up and not later than thirty (30) days after
such commencement date.  Notice of such termination of purchase rights
shall be given to the Holder at least thirty (30) days prior to such termination
date.

     

    2.4    
Statement of
Adjustment.  Any adjustment
pursuant to the provisions of this Section 2 shall be made on the basis of the
number of Shares which the Holder would have been entitled to acquire by
exercise of this Warrant immediately prior to the event giving rise to such
adjustment and, as to the Purchase Price in effect immediately prior to the rise
to such adjustment.  Whenever any such adjustment is required to be
made, the Company shall forthwith determine the new number of Shares which the
Holder hereof shall be entitled to purchase hereunder and/or such new Purchase
Price and shall prepare, retain on file and transmit to the Holder within ten
(10) days after such preparation a statement describing in reasonable detail the
method used in calculating such adjustment.

     

    2.5    
No Fractional
Shares.  The Company
shall not issue any fraction of a Share in connection with the exercise of this
Warrant, and in any case where the Holder would, except for the provisions of
this Section 2.5, be entitled under the terms of this Warrant to receive a
fraction of a Share upon such exercise, the Company shall upon the exercise and
receipt of the Purchase Price, issue the largest number of whole Shares
purchasable upon exercise of this Warrant.  The Company shall not be
required to make any cash or other adjustment in respect of such fraction of a
Share to which the Holder would otherwise be entitled.  The Holder, by
the acceptance of this Warrant, expressly waives his right to receive a
certificate for any fraction of a Share upon exercise hereof.

     

    2.6    
No Change in Form
Required.  The form of
Warrant need not be changed because of any change pursuant to this Section 2 in
the Purchase Price or in the number of Shares purchasable upon the exercise of a
Warrant, may state the same Purchase Price and the same number of shares of
Common Stock as are stated in the Warrants initially issued pursuant to the
Agreement.

     

    3.    
Registration
Under the Securities Act of 1933.

     

    3.1    
Registration and
Legends.  The Holder
understands that (i) the Company has not registered the Warrant or the Shares
under the Act, or the applicable securities laws of any state in reliance on
exemptions from registration and (ii) such exemptions depend upon the Holder’s
investment intent at the time the Holder acquires the Warrant or the
Shares.  The Holder therefore represents and warrants that it is
acquiring the Warrant, and will acquire the Shares, for the Holder’s own account
for investment and not with a view to distribution, assignment, resale or other
transfer of the Warrant or the Shares.  Because the Warrant and the
Shares are not registered, the Holder is aware that the Holder must hold them
indefinitely unless they are registered under the Act and any applicable
securities laws or the Holder must obtain exemptions from such
registration.  Upon exercise, in part or in whole, of this Warrant,
the Shares shall bear the following legend:

     

     

    
      
         

      

      
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    The
shares of Common Stock represented by this certificate have not been registered
under the Securities Act of 1933, as amended (“Act”) or any applicable state
securities laws, and they may not be offered for sale, sold, transferred,
pledged or hypothecated without an effective registration statement under the
Securities Act and under any applicable state securities laws, or an opinion of
counsel, satisfactory to the Company, that an exemption from such registration
is available.

     

    3.2     
No-Action
Letter.  The Company agrees that it will be satisfied that no
post-effective amendment or new registration is required for the public sale of
the Shares if it shall be presented with a letter from the Staff of the
Securities and Exchange Commission (the “Commission”), stating in effect that,
based upon stated facts which the Company shall have no reason to believe are
not true in any material respect, the Staff will not recommend any action to the
Commission if such Shares are offered and sold without delivery of a prospectus,
and that, therefore, no Registration Statement under which such shares are to be
registered is required to be filed.

     

    4.     
Reservation of
Shares.  The Company shall at all times reserve, for the
purpose of issuance on exercise of this Warrant such number of shares of Common
Stock or such class or classes of capital stock or other securities as shall
from time to time be sufficient to comply with this Warrant and the Company
shall take such corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized and unissued Common Stock or such other
class or classes of capital stock or other securities to such number as shall be
sufficient for that purpose.

     

    5.      
Survival.  All
agreements, covenants, representations and warranties herein shall survive the
execution and delivery of this Warrant and any investigation at any time made by
or on behalf of any parties hereto and the exercise, sale and purchase of this
Warrant (and any other securities or property) issuable on exercise
hereof.

     

    6.      
Remedies.  The
Company agrees that the remedies at law of the Holder, in the event of any
default or threatened default by the Company in the performance or compliance
with any of the terms of this Warrant, may not be adequate and such terms may,
in addition to and not in lieu of any other remedy, be specifically enforced by
a decree of specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or
otherwise.

     

    7. Other
Matters.

     

    7.1 Binding
Effect.  All the
covenants and provisions of this Warrant by or for the benefit of the Company
shall bind and inure to the benefit of its successors and assigns
hereunder.

     

    
      
         

      

      
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    7.2    
Notices.  Notices or
demands pursuant to this Warrant to be given or made by the Holder to or on the
Company shall be sufficiently given or made if sent by certified or registered
mail, return receipt requested, postage prepaid, and addressed, until another
address is designated in writing by the Company, as follows:

     

    Constitution
Mining Corp.

     Pasaje
Mártir Olaya 129, Oficina 1203

    Centro
Empresarial José Pardo Torre A

    Miraflores,
Lima Perú

    Phone:
+51-1-446-6807

    Fax:
+54-11-5236-997

     

    Contact:
CEO: Michael Stocker

    


    Notices
to the Holder provided for in this Warrant shall be deemed given or made by the
Company if sent by certified or registered mail, return receipt requested,
postage prepaid, and addressed to the Holder at the Holder’s last known address
as it shall appear on the books of the Company.

     

    7.3    
Governing
Law.  The validity,
interpretation and performance of this Warrant shall be governed by the laws of
the State of Delaware.

     

    7.4    
Parties Bound and
Benefitted.  Nothing in this
Warrant expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any
person or corporation other than the Company and the Holder any right, remedy or
claim under promise or agreement hereof, and all covenants, conditions,
stipulations, promises and agreements contained in this Warrant shall be for the
sole and exclusive benefit of the Company and its successors and of the Holder,
its successors and, if permitted, its assignees.

     

    7.5  
Headings.  The Article
headings herein are for convenience only and are not part of this Warrant and
shall not affect the interpretation thereof.

     

    IN
WITNESS WHEREOF, this Warrant has been duly executed by the Company under its
corporate seal as of the ____ day of _______________, 20__.


    


    CONSTITUTION
MINING CORP.

    


    


    Michael
Stocker

    Its:  Chief
Executive Officer

    



    
      
         


      

      
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