exv10w1



 






Exhibit 10.1




Transfer of Contract and Mortgage Credit




Compañía Contractual Minera Ojos del Salado




And




Minera Royal Silver Limitada



In Santiago, Chile, on September 5, 2003, before me, Maria Gloria Acharan Toledo, Chilean,
attorney, ID 5.575.365-2, 22nd Notary Public of Santiago, with offices at Matias
Cousino154, there appear: Compañía Contractual Minera Ojos del Salado, Tax ID 96.635170-5, duly
represented by Mr. Jorge Riquelme Bravo, Chilean, married, businessman, ID 4.318.424-5, both
domiciled at Avda. Apoquindo 4499, 4th Floor, Las Condes, Santiago, hereinafter also,
the “transferor” or “CCMO”, and Minera Royal Silver Limitada, tax ID 77.300.410-8, duly represented
by Cesar Andres Lopez, Chilean, married, attorney, ID 9.581.126-4 all domiciled for these purposes
at Enrique Foster Sur 20, 19th Floor, Las Condes, Santiago, hereinafter also the
“transferee”; all appearing are of legal age, and have evidenced their identities and state:



First: Background Information. One) By public deed dated march 17, 2000, a purchase sale
contract was signed before the Santiago Notary Public, Antonieta Mendoza, between CCMO and Dorado
Mineral Resources NL, both duly represented, whereby the former sold, ceded and transferred to the
latter the following mining concessions located in the sector of Freirina, Province of Huasco,
Third Region of Atacama: a) Carol Dos Uno Uno to Carol Dos Dos Sesenta, whose survey minutes and
final award are registered on page 200 number 46, of the Property Registry of the Register of Mines
of Freirina, for the year 1997, and registered in the name of the purchaser on page 3 number 2 of
the Property Registry of the Register of Mines of Freirina; b) Carol Dos Dos Uno to Carol Dos Uno
Sesenta, whose survey minutes and final award are registered on page 207 number 47, of the Property
Registry of the Register of Mines of Freirina, for the year 1997, and registered in the name of the
purchaser on page 5 number 3 of the Property Registry of the Register of Mines of Freirina; c)
Carol Dos Seis Uno to Carol Dos Seis Sesenta, whose survey minutes and final award are registered
on page 222 number 49, of the Property Registry of the Register of Mines of Freirina, for the year
1997, and registered in the name of the purchaser on page 7 number 4 of the Property Registry of
the Register of Mines of Freirina; d) Carol Dos Tres Uno to Carol Dos Tres Sesenta, whose survey
minutes and final award are registered on page 214 number 48, of the Property Registry of the
Register of Mines of Freirina, for the year 1997, and registered in the name of the purchaser on
page 9 number 5 of the Property Registry of the Register of Mines of Freirina; e) Carolina Seis Uno
to Carolina Seis Treinta, whose survey minutes and final award are registered on page 164 number
44, of the Property Registry of the Register of Mines of Freirina, for the year 1996, and
registered in the name of the purchaser on page 13 number 7 of the Property Registry of the
Register of Mines of Freirina; f) Carolina Tres Once to Carolina Tres Treinta, whose survey minutes
and final award are registered on page 157 number 43, of the Property Registry of the Register of
Mines of Freirina, for the year 1996, and registered in the name of the purchaser on page 11 number
6 of the Property Registry of the Register of Mines of Freirina; g) Carolina Dos Once to Carolina
Dos Treinta, whose survey minutes and final award are registered on page 151 number 42, of the




 









 







Property Registry of the Register of Mines of Freirina, for the year 1996, and registered in the
name of the purchaser on page 15 number 8 of the Property Registry of the Register of Mines of
Freirina; h) Carolina Uno Once to Carolina Uno Treinta, whose survey minutes and final award are
registered on page 145 number 41, of the Property Registry of the Register of Mines of Freirina,
for the year 1996, and registered in the name of the purchaser on page 17 number 9 of the Property
Registry of the Register of Mines of Freirina, and; i) Enrique Uno al Treinta, whose survey minutes
and final award are registered on page 50 number 6, of the Property Registry of the Register of
Mines of Freirina, for the year 1994, and registered in the name of the purchaser on page 1 number
1 of the Property Registry of the Register of Mines of Freirina; Two) The price of said
purchase/sale contract was the amount of US$1,000,000, which were to be paid in the following
manner: a) US$50,000 upon signing the purchase/sale contract; b) US$100,000 on March 14, 2001; c)
US$200,000 on March 14, 2002; d) US$650,000 on March 14, 2003. The payments of the amounts
indicated in letters b) to d) should be paid in Chilean pesos in the offices of the CCMO, based on
the exchange rate at the time of payment, in accordance with number 6 of Title One of Chapter One
of the Compendium of Norms for International Exchange issued by the Central Bank of Chile. In the
event of a delay in payment of any of the indicated amounts, then the maximum interest allowed by
law would be applied. Three) In order to guarantee compliance with all of their payment
obligations, Dorado Mineral Resources NL established a first grade mortgage in favor of CCMO, and a
prohibition to encumber and/or enter into acts or contracts, without the prior written consent of
CCMO with regard to the mining concessions detailed in the First Clause of the purchase/sale
contract signed between the parties. However, Dorado Mineral Resources NL, was expressly
authorized to sell, cede or transfer the mining concessions or to dispose of all or part of them,
as long as they complied with the following cumulative requirements: a) that the concessionaire of
said rights were a company related to Dorado Mineral Resources NL, or in which it has an ownership
interest, and b) that in the contact that would serve as acquisition title, the concessionaire
would state: i) its consent regarding the purchase/sale contract signed on March 17, 2000; ii) its
promise to comply with each and every of the contractual obligations of Dorado Mineral Resources NL
in that contract in the same terms and conditions set forth therein; iii) that any subsequent sale,
transfer or other disposal of all or part of said terms and rights, would also be subject to the
same restrictions, which must be stated in a clause to that effect. If the above is complied with,
then Dorado Mineral Resources NL would be free of any obligation regarding the rights sold or
transferred, unless the concessionaire were to fail to comply with the obligations, in which case,
Dorado Mineral Resources NL, would continue to be wholly responsible for the obligations towards
CCMO. The mortgage referred to above was registered on page 4 number 2 of the Mortgage Registry of
the Registrar of Mines of Freirina, for the year 2000. Four) By public deed dated November 3,
2000, signed before the Santiago Notary Public, Fernando Alzate, alternate of Antonieta Mendoza,
Dorado Mineral Resources NL sold and transferred to KINRADE HOLDINGS LIMITED, the mining
concessions described in number One) of this clause. Five) By public deed dated October 3, 2001,
before the Santiago Notary Public Ivan Torrealba, CCMO, Dorado Mineral Resources NL and Comrade
Holdings Limited: a) Modified the fourth clause of the purchase/sale contract which is recounted
in number One) of this clause, adding that as long as there remains an unpaid balance, then CCMO
must grant its consent in writing for any sale or transfer of the mining concessions; b) they
stated that Dorado Mineral Resources NL would continue to be ultimately liable for the payments
should Kinrade Holdings Limited fail to meet its obligations to CCMO; c) Kinrade Holdings Limited
stated it knew and accepted the




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modifications make, and promised to comply. Also, it promised to include the terms of the
modification per clause four of the purchase/sale contract; d) CCMO authorized and expressly
accepted the sale and transfer of the mining concessions from Dorado Mineral Resources NL to
Kinrade Holdings Limited. Six) By virtue of that expressed above, the titles to the properties in
the name of Kinrade Holdings Limited are registered with the Property Registry of the Registrar of
Mines of Freirina; a) Carol Dos Uno Uno to Carol Dos Dos Sesenta, registered on page 79 number 25,
for the year 2000; b) Carol Dos Dos Uno to Carol Dos Uno Sesenta, registered on page 80 number 32,
for the year 2000; c) Carol Dos Seis Uno to Carol Dos Seis Sesenta, registered on page 81 number
27, for the year 2000; d) Carol Dos Tres Uno to Carol Dos Tres Sesenta, registered on page 86
number 32, for the year 2000; e) Carolina Seis Uno to Carolina Seis Treinta, registered on page 82
number 28, for the year 2000; f) Carolina Tres Once to Carolina Tres Treinta, registered on page 83
number 29, for the year 2000; g) Carolina Dos Once to Carolina Dos Treinta, registered on page 84
number 30, for the year 2000; h) Carolina Uno Once to Carolina Uno Treinta, whose registered on
page 87 number 33, for the year 2000, and; i) Enrique Uno al Treinta, registered on page 85 number
31, for the year 2000. Furthermore, the existing mortgage and prohibition described in number
Three) of this clause are current.



Second. As of today’s date, the company Dorado Mineral Resources NL owes CCMO the amount
of US$650,000, plus interest and fines given the failure to comply with the payment of the last
installment of the balance of the price which came due on March 14, 2003. Kinrade Holdings Limited
is also responsible for this debt, which acquired the concessions and assumed all of the
obligations of Dorado Mineral Resources NL, all of which were guaranteed by a first degree mortgage
and prohibition as described in the preceding clause.



Third. By this act and instrument, CCMO sells and transfers to Minera Royal Silver
Limitada, which is hereby accepted and purchased by its representative: One) The purchase/sale
contract, ,mortgage and prohibitions in a public deed signed March 17, 2000, before the Notary
Antonieta Mendoza between CCMO and Dorado Mineral Resources NL, repertory number 13,346, and of the
purchase/sale contract signed on November 3, 2000 before the Santiago Notary of Frenando Alzate
between Dorado Mineral Resources NL and Kinrade Holdings Limited, repertory number 6,168 and of the
modification, declaration, and ratification in a public deed signed October 3, 2001 before the
Santiago Notary Ivan Torrealba, between CCMO, Dorado Mineral Resources NL and Kinrade Holdings
Limited, repertory number 12,831. Two) The mortgage described in number Three) of the First Clause
of this instrument, which is contained in the public deed dated March 17, 2000, signed before the
Notary Antonieta Mendoza, repertory number 13,346 and its appendices and the mortgage action, as
well as the personnel.



Fourth. The price of this transfer is the amount of US$650,000, in its equivalent in
national currency as of the effective date of payment, which Minera Royal Silver Limitada, through
this contract, pays and shall pay to CCMO, who receives and accepts through its representative, in
the following manner: a) US$50,000 within 30 days of the date of this public deed,
notwithstanding that set forth in the Tenth Clause of this contract; b) US$50,000 in Chilean pesos
on March 5, 2004; c) US$50,000 in Chilean pesos on September 5, 2004; d) US$500,000 in Chilean
pesos on September 4, 2005. The price shall be paid based on the exchange rate at the time of
payment, in accordance with number 6 of Title One of Chapter One of the Compendium of Norms for
International Exchange issued by the Central Bank of Chile. Payment of the




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installments shall be made through the office of the Santiago Notary, Mario Farren, or his
replacement, located at Avenida 11 de Septiembre, number 2655, Providencia, Santiago. The payment
of each of the installments shall be made using a sight draft in the name of CCMO. The payment
obligation shall be deemed met once the Notary receives the sight draft with the conditions set
forth above, and will deliver the sight draft to CCMO once they sign the corresponding deed of
receipt. The notary fees shall be paid by the concessionaire.



Fifth. The parties expressly state that the transfer of the purchase/sale contract and
mortgage and further rights referred to in the Second Clause is made on the condition that the
transferee will be obligated to request the resolution of the contract and not its compliance. If
for any reason the transferee does not become awarded the mining concessions, but are awarded to a
third party as a result of the execution of the mortgage, or should it decide to accept the
compliance by the debtor, it shall be understood that the term for paying the price in this
transfer contract has expired, and is immediately payable to CCMO. The price then payable
corresponds to the balance owed by the transferee at the time in which the above event was to
occur. Minera Royal Silver Limitada must pay CCMO within three days of receiving payment from the
debtor or the awardee of the mining concessions referred to in this contract. Once Minera Royal
Silver Limitada has paid CCMO, the latter must reimburse Minera Royal Silver Limitada all of the
reasonable costs and expenses in which it has incurred with regard to the execution of the mortgage
guarantee. Said expenses and costs must be accredited through a detailed expense report, backed up
with proper and true documentation.



Sixth. Those appearing in this act agree that the previous condition will have been met
once the mining concessions described in number One) of the First Clause of this deed are
transferred to Minera Royal Silver Limitada or to its successors, transferees, related companies,
be this the result of the exercise of the resolution action or mortgage guarantee action which
results in the transfer of the concessions.



Seventh. Should Minera Royal Silver Limitada, once the mining concessions are transferred
to it, not comply with its payment obligations of any of the installments stipulated in the Fourth
Clause of this contract, this shall be immediately obligated to transfer the mining concessions to
CCMO. In this case, the price of the transfer shall be equal to that amount that Minera Royal
Silver Limitada would owe, whereby the parties would have a zero debt at the time of the transfer.
For this purpose CCMO shall, within 30 days, sign a purchase/sale contract whereby the mining
concessions described in the first clause will be transferred to CCMO. This purchase/sale contract
shall be signed before the Santiago Notary Mr. Mario Farren, or his replacement. For these
purposes the concessionaire grants special power of attorney to Cesar Lopez, or in his absence, to
Ivan Doren, or in his absence, Miguel Troncoso, to grant and sign the purchase/sale contract on
behalf of the concessionaire and to request the pertinent registrations with the competent
Registrar of Mines. The contract will evidence that event which has occurred, per this clause,
obligating the concessionaire to transfer the mining concessions to CCMO. All costs related to the
above transaction shall be paid by the concessionaire.



Eighth. In this act, CCMO delivers the titles wherein the contracts and mortgages are
transferred, with an annotation of the transfer to Minera Royal Silver Limitada, who states to have
received these. Consequently, the concessionaire takes the legal position of the seller and


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mortgage creditor in said contracts, in the same conditions and with the same rights and
obligations as those agreed upon in the contracts described in number One of the Third Clause of
this deed, without requiring the signing of a new contract.



Ninth. If for any reason this transfer is deemed imperfect, by this instrument, CCMO, duly
represented, confers a special and irrevocable power of attorney to Minera Royal Silver Limitada,
who accepts through its representative, to collect and receive directly from the companies Dorado
Mineral Resources NL and/or Kinrade Holdings Limited, what these should pay CCMO for the
transferred loan, thereby empowering Minera Royal Silver Limitada to withdraw, charge and collect
the documents extended in favor of CCMO, charge and collect their value and grant receipts and
cancellations for the same, and likewise to sign any other document that may be required for the
true compliance with the mandate conferred upon them in this clause. However, in such an event,
Minera Royal Silver Limitada shall proceed to pay CCMO the price of the transfer in the terms
indicated in the Fifth Clause of this contract. This special power of attorney includes the
collection through the courts of the debt owed, CCMO hereby granting to Minera Royal Silver
Limitada a “judicial” special power of attorney with all of the faculties enumerated in both
paragraphs of article 7 of the Civil Procedures Code, which are deemed repeated here for these
purposes, and may delegate these powers to a third party at its discretion. Furthermore, Minera
Royal Silver Limitada may request the pertinent indemnities and the resolution of the contract in
its name in order to obtain transfer of title to the mining concessions to its name.



Tenth. Those appearing in this act agree that the concessionaire shall have a term of 30
days within which to make the first payment of the price agreed upon in the Fourth Clause of this
contract, during which time, a due diligence title study may be performed regarding the purchases
made herein. Should Minera Royal Silver Limitada decide not to continue with the contract at the
end of this term, it shall be resolved ipso facto without payment of any amounts to CCMO.



Eleventh. Once Minera Royal Silver Limitada becomes owner of the mining concessions
described in the First Clause through their registration of the same in its name with the competent
Registrar of Mines, it is expressly obligated to maintain them current, to pay the annual license
fees for the mining concessions described in the First Clause, as well as protect them from
overlapping or other attempts by third parties until all of its payment obligations to CCMO are
met. Furthermore, Minera Royal Silver Limitada shall hold CCMO not liable for any damages to third
parties of any nature including liability for environmental damage.



Twelfth. Costs relating to this contract, as well as the corresponding registrations,
shall be the responsibility of Minera Royal Silver Limitada.



Thirteenth. This contract will be governed by Chilean law, as will any subsequent
modifications and complements.



Fourteenth. Communications between the parties shall be made in writing, via certified
letter, telex, telefax, or telegrams, addressed to the addresses that the parties indicated in the
preamble or any other communicated with advance notice: if to CCMO by fax, 56-2873-1209; the


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concessionaire 334-8757, both in Santiago. This Contract contains the entire agreement of the
parties and substitutes any other previous agreement or negotiations.



Fifteenth. The bearer of an authorized copy of this Contract is empowered to request the
registrations and annotations which are required with the respective Registers. Furthermore, Cesar
Lopez and Ivan Doren and/or Miguel Troncoso are empowered to correct any errors that may be
contained in this Contract.



Sixteenth. For the purposes of this Contract, the parties set their domicile in the city
of Santiago and delegate jurisdiction to the Courts of Santiago. The powers to represent the
parties have been duly noted, but are not inserted as they are known to the parties and at their
request. After reading the Contract, the parties appearing sign. This public deed is noted in my
Repertory of Public Instruments on this date, I attest.



Signed,



Jorge Riquelme Bravo for CCMO



Cesar Lopez for Minera Royal Silver Limitada



NOTE:



The following payments were made in the following manner:





	 	1.	 	Oct. 7, 2003: Minera Royal Silver Limitada paid US$50,000 to CCMO recorded in a public
deed before the Santiago Notary Mario Farren, Repertory number 3918.
	 
	 	2.	 	Mar. 1, 2004: Minera Rutile Resources Chile Limitada, formerly Minera Royal Silver
Limitada, paid US$50,000 to CCMO recorded in a public deed before the Santiago Notary Maria
Gloria Acharan, Repertory number 4735.
	 
	 	3.	 	Aug. 26, 2004: Minera Rutile Resources Chile Limitada, formerly Minera Royal Silver
Limitada, paid US$50,000 to CCMO recorded in a public deed before the Santiago Notary Maria
Gloria Acharan, Repertory number 19.838.






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AMENDMENT FOR EXTENSION OF PAYMENT DATE




     This
Amendment, entered into this 2nd day of September 2005, is by
and between Compañia
Minera Rutile Resources Limitada (the “Subsidiary”), a company formed under the laws of Chile and a
subsidiary of White Mountain Titanium Corporation (“WMTC”), and Compania Contractual Minera Ojos
del Salado, a company formed under the laws of the Chile (“CCMO”).



RECITALS:




     A. On or about September 5, 2003, the Subsidiary (formally known as Minera Royal Silver
Limitada) and CCMO entered into a Transfer of Contract and Mortgage Credit agreement for the
purchase by the Subsidiary of certain mining concessions located in Chile for which CCMO held a
mortgage (the “Original Agreement”).



     B. Pursuant to the Original Agreement, CCMO sold and transferred its mortgage right to the
mining concessions to the Subsidiary.



     C. Subject to the terms of the Original Agreement, the Subsidiary was obligated to pay
US$650,000 to CCMO for its transfer of the mortgage to the Subsidiary, payable US$50,000 within
thirty days of the Original Agreement, US$50,000 on March 5, 2004, and US$50,000 on September 5,
2004, and is obligated to pay US$500,000 on September 4, 2005.



     D. The Subsidiary has timely made each of the payments required to be made pursuant to the
Original Agreement, with only the remaining payment of US$500,000 to be made to CCMO on September
4, 2005.



     E. The Subsidiary has offered, and CCMO has agreed to accept, 625,000 shares of Series A
Convertible Preferred Stock and Warrants to purchase 625,000 shares common stock of WMTC under the
same terms and conditions as provided in the Stock Purchase Agreement dated July 11, 2005, between
WMTC and Rubicon Master Fund, as consideration for the final payment, subject to the completion of
the documents necessary to evidence such transaction.



     Now, Therefore, the parties hereto agree to amend the Original Agreement as follows to permit
counsel for the parties sufficient time to complete the preparation of documents for the proposed
transaction:



     1. Paragraph Fourth of the Original Agreement is amended to provide that the due date for the
final payment of $500,000 due on September 4, 2005, is hereby extended to September 9, 2005.



     2. This amendment may be executed in counterparts.



     In Witness Whereof the parties have executed this amendment the day and year first above
written.



	 	 	 	 	 
	 	 	Compañia Minera Rutile Resources Limitada
	 
	 	 	 	 
	 

	 	By
	 	/s/ Cesar Lopez Alarcón
	 

	 	 	 	 
	 

	 	 	 	Its
Legal Representative

	 
	 	 	 	 
	 	 	Compañia Contractual Minera Ojos del Salado
	 
	 	 	 	 
	 

	 	By
	 	/s/ Richard Leveille
	 

	 	 	 	 
	 

	 	 	 	Its
President, Exploration