---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: December 31,
2010

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to _____________

Commission File No. 333-168187

CHILE MINING TECHNOLOGIES
INC.(Name of Small Business Issuer in Its Charter)

|Nevada                                           | 26-1516355                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     

Jorge Canning 1410 Ñuñoa, Santiago Republic of
Chile(Address of principal executive offices)

(56) (02) 813 1087(Registrants telephone
number, including area code)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [ ]                   | Accelerated filer [ ]        
|--------------------------------------------- | -----------------------------
|Non-accelerated filer [ ]                     | Smaller reporting company [X]
|(Do not check if a smaller reporting company) |                              

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The number of shares outstanding of each of the issuers classes
of common equity, as of February 18, 2011 is as follows:

|Class of Securities            | Shares Outstanding
|------------------------------ | ------------------
|Common Stock, $0.001 par value | 9,364,593         

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TABLE OF CONTENTS

|PART I   | FINANCIAL INFORMATION                                                                              |   
|-------- | -------------------------------------------------------------------------------------------------- | --
|         |                                                                                                    |   
|ITEM 1.  | FINANCIAL STATEMENTS.                                                                              | 1 
|ITEM 2.  | MANAGEMENTS DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS. | 24
|ITEM 3.  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
      MARKET RISK.                                  | 35
|ITEM 4.  | CONTROLS AND PROCEDURES.                                                                           | 36
|         |                                                                                                    |   
|PART II  | OTHER INFORMATION                                                                                  |   
|         |                                                                                                    |   
|ITEM 1.  | LEGAL PROCEEDINGS.                                                                                 | 36
|ITEM 1A. | RISK FACTORS.                                                                                      | 36
|ITEM 2.  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE
      OF PROCEEDS.                                 | 36
|ITEM 3.  | DEFAULTS UPON SENIOR
      SECURITIES.                                                             | 37
|ITEM 4.  | (REMOVED AND RESERVED).                                                                            | 37
|ITEM 5.  | OTHER INFORMATION.                                                                                 | 37
|ITEM 6.  | EXHIBITS.                                                                                          | 37

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PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

CHILE MINING TECHNOLOGIES INC.INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31,
2010 AND 2009

|                                                                                                                                                                     | Page
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                                                                     |     
|Interim Consolidated Financial Statements                                                                                                                            |     
|Interim Consolidated Balance Sheets as at
      December 31, 2010 and March 31, 2010                                                                                 | 1   
|Interim Consolidated Statement of Operations, deficit and
      comprehensive loss for the three and nine months ended December 31, 2010
      and December 31, 2009 | 2   
|Interim Consolidated Statement of Cash
      flows for the nine months ended December 31, 2010 and December
      31, 2009                                           | 3   
|Condensed Consolidated Notes to financial statements                                                                                                                 | 4-21

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CHILE MINING TECHNOLOGIES, INC. 
  (Formerly Latin America
  Ventures, Inc)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010

(Amounts expressed in US Dollars)

(Unaudited)

---

Index

PageInterim Consolidated financial statementsInterim Consolidated Balance Sheets as at December 31, 2010
        and March 31, 2010
      1Interim Consolidated Statement of Operations, deficit and
        comprehensive loss for the three and nine months ended December 31, 2010
        and December 31, 2009
      2Interim Consolidated Statement of Cash flows for the  nine months ended December 31, 2010 and December 31, 2009
      3Condensed Consolidated Notes to financial statements
      4-23


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|CHILE MINING TECHNOLOGIES, INC.          
|-----------------------------------------
|(Formerly Latin America Ventures, Inc.)  
|INTERIM CONSOLIDATED BALANCE SHEETS AS AT
|(Amounts expressed in U.S. Dollars)      

|                                                     |   | December 31, |   |   | March 31,  |  
|---------------------------------------------------- | - | ------------ | - | - | ---------- | -
|                                                     |   | 2010         |   |   | 2010       |  
|                                                     |   |              |   |   | (Audited)  |  
|ASSETS                                               |   |              |   |   |            |  
|                                                     |   |              |   |   |            |  
|Current                                              |   |              |   |   |            |  
|Cash and cash equivalent                             |   | 759,021      |   |   | -          |  
|Other receivables (Note 14)                          | $ | 521,539      |   | $ | 70,263     |  
|Materials contained in leach pad (Note 13)           |   | 132,725      |   |   | -          |  
|Goods in transit                                     |   | -            |   |   | 22,850     |  
|                                                     |   | 1,413,285    |   |   | 93,113     |  
|DEFERRED COSTS (Note 15)                             |   | 32,051       |   |   |            |  
|DEFERRED FINANCING COSTS
      (Note 8 (b))          |   | 235,782      |   |   | -          |  
|PROPERTY PLANT AND EQUIPMENT(Note 3)                 |   | 6,806,800    |   |   | 3,188,944  |  
|                                                     |   |              |   |   |            |  
|                                                     | $ | 8,487,918    |   | $ | 3,282,057  |  
|                                                     |   |              |   |   |            |  
|LIABILITIES AND STOCKHOLDERS
      DEFICIENCY       |   |              |   |   |            |  
|                                                     |   |              |   |   |            |  
|Current liabilities                                  |   |              |   |   |            |  
|Accounts payable and accrued liabilities             | $ | 580,834      |   | $ | 1,134,345  |  
|Obligation under capital leases                      |   | 414,723      |   |   | -          |  
|Promissory notes                                     |   | -            |   |   | 85,967     |  
|Due
      to related party (Note 5)                  |   | 1,010,593    |   |   | 607,873    |  
|Convertible Promissory Note (Note 8 (c))             |   | 190,000      |   |   | -          |  
|                                                     |   |              |   |   |            |  
|                                                     |   | 2,196,150    |   |   | 1,828,185  |  
|                                                     |   |              |   |   |            |  
|PROMISSORY NOTES (Note 4)                            |   | 1,151,434    |   |   | 1,765,338  |  
|LONG TERM -OBLIGATION UNDER CAPITAL LEASES           |   | 575,267      |   |   |            |  
|DERIVATIVE FINANCIAL
      INSTRUMENTS (Note 8 (a))  |   | 2,925,460    |   |   | -          |  
|                                                     |   |              |   |   |            |  
|                                                     |   | 6,848,311    |   |   | 3,593,523  |  
|                                                     |   |              |   |   |            |  
|REDEEMABLE COMMON STOCK (Note
      8 (b))           |   | 3,128,605    |   |   | -          |  
|Stockholders deficiency                             |   |              |   |   |            |  
|Capital stock (note 6)                               |   | 9,365        |   |   | 7,200      |  
|Contributed surplus (Note 4)                         |   | 2,271,893    |   |   | 1,400,943  |  
|Deficit                                              |   | (4,595,865   | ) |   | (1,842,036 | )
|Accumulated other comprehensive gain                 |   | 825,609      |   |   | 115,397    |  
|                                                     |   |              |   |   |            |  
|                                                     |   | (1,488,998   | ) |   | (311,466   | )
|                                                     |   |              |   |   |            |  
|Total liabilities and stockholders
      deficiency | $ | 8,487,918    |   | $ | 3,282,057  |  

Commitments (Note 9)

Related Party Transactions (Note 12)

The accompanying notes are an integral part of these interim
  financial statements. 
  1

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|CHILE MINING TECHNOLOGIES INC.                                 
|---------------------------------------------------------------
|(Formerly Latin America Ventures, Inc.)                        
|INTERIM CONSOLIDATED STATEMENT OF OPERATIONS, DEFICIT
      AND
|COMPREHENSIVE LOSS                                             
|(Amounts expressed in U.S. Dollars)                            

|                                                                       |  | For the three months ended |   |  | For the nine months ended |  
|---------------------------------------------------------------------- |  | -------------------------- | - |  | ------------------------- | -
|                                                                       |  | December 31,               |   |  | December 31,              |  
|                                                                       |  |                            |   |  |                           |  
|                                                                       |  |                            |   |  |                           |  
|                                                                       |  | 2010                       |   |  | 2009                      |  
|                                                                       |  |                            |   |  |                           |  
|                                                                       |  |                            |   |  |                           |  
|Net sales                                                              |  | 31,486                     |   |  | 144,846                   |  
|                                                                       |  |                            |   |  |                           |  
|Cost of sales                                                          |  | 129,137                    |   |  | 179,846                   |  
|                                                                       |  |                            |   |  |                           |  
|Gross profit (loss)                                                    |  | (97,651                    | ) |  | (34,650                   | )
|Operating expenses:                                                    |  |                            |   |  |                           |  
|Impairment of mining rights
      (Note 7)                             |  | 30,465                     |   |  | -                         |  
|Salaries and wages                                                     |  | 117,155                    |   |  | 9,080                     |  
|General and administrative                                             |  | 183,418                    |   |  | 28,091                    |  
|Professional fees                                                      |  | 83,860                     |   |  | -                         |  
|                                                                       |  | 414,898                    |   |  | 37,171                    |  
|                                                                       |  |                            |   |  |                           |  
|                                                                       |  |                            |   |  |                           |  
|Operating loss before the undernoted                                   |  | (512,549                   | ) |  | (71,821                   | )
|Other expense-interest (Note
      8 (b))                              |  | (27,275                    | ) |  |                           |  
|                                                                       |  |                            |   |  |                           |  
|Other expense-Derivative
      Financial Instrument                    |  | (426,039                   | ) |  |                           |  
|                                                                       |  |                            |   |  |                           |  
|Imputed Interest expense
      (Note 4)                                |  | (86,385                    | ) |  | -                         |  
|                                                                       |  |                            |   |  |                           |  
|Net Loss for the
      period                                          |  | (1,052,248                 | ) |  | (71,821                   | )
|Foreign exchange translation adjustment for
      the period (note 11) |  | 98,673                     |   |  | (30,343                   | )
|                                                                       |  |                            |   |  |                           |  
|                                                                       |  |                            |   |  |                           |  
|Comprehensive loss for the
      period                                |  | (953,575                   | ) |  | (102,164                  | )
|                                                                       |  |                            |   |  |                           |  
|Accumulated other
      comprehensive gain (loss),                     |  |                            |   |  |                           |  
|                                                                       |  |                            |   |  |                           |  
|beginning of period                                                    |  | 726,936                    |   |  | 111,328                   |  
|                                                                       |  |                            |   |  |                           |  
|Foreign exchange translation
      adjustment for the period           |  | 98,673                     |   |  | (30,343                   | )
|Accumulated other comprehensive gain (loss),
      end of period       |  | 825,609                    |   |  | 80,985                    |  
|Weighted average number of
      common shares outstanding             |  | 9,364,593                  |   |  | 6,000,000                 |  
|Loss per share  basic and diluted                                     |  | (0.11                      | ) |  | (0.01                     | )

The accompanying notes are an integral part of these interim
  financial statements. 
  2

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|CHILE MINING TECHNOLOGIES INC.              
|--------------------------------------------
|(Formerly Latin America Ventures, Inc.)     
|INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
|(Amounts expressed in U.S. Dollars)         

|                                                                      |   | For the nine months ended |  
|--------------------------------------------------------------------- | - | ------------------------- | -
|                                                                      |   | December 31,              |  
|                                                                      |   |                           |  
|                                                                      |   | 2010                      |  
|                                                                      |   |                           |  
|Cash Flows from Operating Activities:                                 |   |                           |  
|Net loss                                                              | $ | (2,753,829                | )
|Impairment of mining rights                                           |   | 37,385                    |  
|Amortization                                                          |   | 257,748                   |  
|Imputed Interest expense                                              |   | 246,356                   |  
|Issue of convertible promissory note for professional fees            |   | 190,000                   |  
|Warrant derivative liabilities expensed                               |   | 62,176                    |  
|Amortization of deferred finance costs                                |   | 54,550                    |  
|Fair
      value adjustments related to warrants                      |   | 415,367                   |  
|Changes in non-cash working
      capital:                            |   |                           |  
|Increase in other receivables                                         |   | (442,801                  | )
|Increase in materials contained in leach pad                          |   | (132,725                  | )
|Decrease in goods in transit                                          |   | 22,850                    |  
|Increase (Decrease) in accounts payable and accrued
      liabilities |   | (690,332                  | )
|                                                                      |   |                           |  
|Net Cash provided (used) by
      Operating Activities                |   | (2,733,255                | )
|                                                                      |   |                           |  
|Cash Flows from Investing
      Activities:                           |   |                           |  
|                                                                      |   |                           |  
|Acquisition of mining rights                                          |   | (37,385                   | )
|Increase in property plant and equipment                              |   | (3,480,448                | )
|                                                                      |   |                           |  
|Net Cash used by Investing Activities                                 |   | (3,517,833                | )
|                                                                      |   |                           |  
|Cash Flows from Financing Activities:                                 |   |                           |  
|Proceeds (Repayment) of promissory notes                              |   | (47,222                   | )
|Due
      from related party                                          |   | 329,400                   |  
|Capital lease financing obligation                                    |   | 989,990                   |  
|Proceeds from redeemable common stock, net                            |   | 5,286,190                 |  
|                                                                      |   |                           |  
|Net Cash Provided By Financing Activities                             |   | 6,558,358                 |  
|                                                                      |   |                           |  
|Effects of foreign currency exchange rate
      changes               |   | 451,751                   |  
|                                                                      |   |                           |  
|Net Increase in Cash                                                  |   | 759,021                   |  
|                                                                      |   |                           |  
|Cash and cash equivalent at beginning of the
      year               |   | -                         |  
|                                                                      |   |                           |  
|Cash and cash equivalent at end of the year                           | $ | 759,021                   |  
|                                                                      |   |                           |  
|Supplemental information:                                             |   |                           |  
|Income tax paid                                                       |   | Nil                       |  
|Interest paid                                                         |   | Nil                       |  

The accompanying notes are an integral part of these interim
  financial statements. 
  3

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|CHILE MINING TECHNOLOGIES INC.                    
|--------------------------------------------------
|(Formerly Latin America Ventures, Inc.)           
|NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2010                                 
|(Amounts expressed in U.S. Dollars)               

1.   NATURE OF OPERATIONS

Basis of Presentation

The accompanying unaudited condensed consolidated financial
  statements do not include all information and footnotes necessary for a fair
  presentation of financial position, results of operations and cash flows in
  conformity with U.S. generally accepted accounting principles; however, such
  information reflects all adjustments (consisting solely of normal recurring
  adjustments), which are, in the opinion of management, necessary for a fair
  statement of the results for the interim periods.

The condensed consolidated financial statements should be read
  in conjunction with the financial statements and Notes thereto together with
  managements discussion and analysis of financial condition and results of
  operations contained in the Companys annual report on Form S-1. In the opinion
  of management, the accompanying condensed consolidated financial statements
  reflect all adjustments of a normal recurring nature considered necessary to
  fairly state the financial position of the Company at December 31, 2010 and
  December 31, 2009, the results of its operations for the three and nine month
  periods ended December 31, 2010 and December 31, 2009, and its cash flows for
  the three and nine month periods ended December 31, 2010 and December 31, 2009.
  In addition, some of the Companys statements may be considered forward-looking
  and involve risks and uncertainties that could significantly impact expected
  results. The results of operations for the three and nine month period ended
  December 31, 2010 are not necessarily indicative of results to be expected for
  the full year.

The interim consolidated financial statements include the
  accounts of Chile Mining Technologies, Inc. (the Company or Chile Mining ),
  and its subsidiary Minera Licancabur S.A. (Minera) (99.99% owned by the
  Company). All material inter-company accounts and transactions have been
  eliminated.

Organization

On May 12, 2010, Chile Mining Technologies, Inc (Formerly Latin
  America Ventures, Inc) entered into and closed a share exchange agreement, or
  the Share Exchange Agreement, with Minera, a Chilean company, and its
  shareholders, pursuant to which the Company acquired 99.9% of the issued and
  outstanding capital stock of Minera in exchange for 6,000,000 shares of common
  stock, par value $0.001, which constituted 83.33% of the Companys issued and
  outstanding capital stock on a fully-diluted basis as of and immediately after
  the consummation of the transactions contemplated by the Share Exchange
  Agreement and after giving effect to the Cancellation Agreement described below.

4

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|CHILE MINING TECHNOLOGIES INC.                    
|--------------------------------------------------
|(Formerly Latin America Ventures, Inc.)           
|NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2010                                 
|(Amounts expressed in U.S. Dollars)               

1. NATURE OF OPERATIONS-Contd

The Companys Chief Executive Officer (CEO), who is also one
  of the former shareholders of Minera, retained one share of Minera, constituting
  0.1% of Mineras issued and outstanding capital stock. The acquisition of Minera
  was structured to allow the CEO to retain one share of Minera in order to comply
  with Chilean legal requirements to have at least two record owners of its
  capital stock. Upon the closing of the Share Exchange Agreement, the CEO entered
  into a nominee agreement with us pursuant to which he agreed to act as the
  record holder of such share, but agreed that all other rights to the share,
  including the right to receive distributions on the share, vote the share and be
  the beneficial owner of the share, rest in the Company.

As a condition precedent to the consummation of the Share
  Exchange Agreement, on May 12, 2010, the Company also entered into a
  cancellation agreement, or the Cancellation Agreement, with Halter Financial
  Investments, LP, or HFI, and Mr. Pierre Galoppi, the controlling stockholders,
  whereby HFI and Mr. Galoppi agreed to the cancellation of an aggregate of
  3,600,500 shares of common stock owned by them.

Private Placement Transaction

On May 12, 2010, the Company also completed a private placement
  transaction with a group of accredited investors. Pursuant to a securities
  purchase agreement that was entered into with the investors and Minera, or the
  Securities Purchase Agreement, the Company issued to the investors an aggregate
  of 2,089,593 shares of common stock for an aggregate purchase price of
  $5,809,000, or $2.78 per share, and warrants, or the Closing Warrants, to
  purchase up to 1,044,803 shares of our common stock. The Closing Warrants have a
  term of four years, bear an exercise price of $3.61 per share (subject to
  customary adjustments), are exercisable on a net exercise or cashless basis and
  are exercisable by investors at any time after the closing date.

Pursuant to the Securities Purchase Agreement, the Company also
  agreed to certain make good provisions. Under the make good provisions, the
  Company issued additional warrants, or the Make Good Warrants, to the investors
  to purchase up to an aggregate of 2,089,593 shares of its common stock, at an
  exercise price of $0.01 per share, which will only become exercisable if the
  company does not meet certain financial performance targets in 2011 and 2012.
  The make good provisions established minimum net income thresholds of
  $14,382,102 and $15,179,687 for the 2011 and 2012 fiscal years, respectively.
  If, in a given fiscal year, 90% of the applicable minimum net income threshold
  is not met, such aggregate number of Make Good Warrants will become exercisable
  equal to the amount by which the Companys actual net income is less than the
  applicable financial target, divided by the financial target, and multiplied by
  2,338,130.

5

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|CHILE MINING TECHNOLOGIES INC.                    
|--------------------------------------------------
|(Formerly Latin America Ventures, Inc.)           
|NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2010                                 
|(Amounts expressed in U.S. Dollars)               

1. NATURE OF OPERATIONS-Contd

In connection with the private placement, the Company also
  entered into (i) a registration rights agreement, or the Registration Rights
  Agreement, pursuant to which the Company is obligated to register the shares of
  common stock issued to investors, including the shares of common stock
  underlying the warrants, within a pre-defined period and (ii) a closing escrow
  agreement, or the Closing Escrow Agreement, with Halter Financial Securities,
  Inc., or HFS, as placement agent, and Securities Transfer Corporation, as escrow
  agent, for deposit of funds by the investors.

The company also entered into lock-up agreements with each of
  our directors and officers, or the Lock-Up Agreements, pursuant to which each of
  them agreed not to transfer any shares of capital stock held directly or
  indirectly by them for a one year period following the effective date of a
  registration statement covering the shares issued in connection with the private
  placement.

Convertible Promissory Note and Make Good
  Warrant

Halter Financial Group, L.P., or HFG, provided certain advisory
  services to the Company in connection with the acquisition of Minera and the
  private placement transaction described above. Pursuant to an advisory agreement
  that Minera entered into with HFG on April 16, 2009, HFG agreed to (a) advise
  Minera with regard to its desire to effect a combination transaction with a U.S.
  domiciled public shell corporation, (b) help Minera identify suitable investment
  bank(s) to act as placement agent for its contemplated private placement
  transactions and (c) counsel management on matters related to the operating a
  U.S. domiciled public company. Under the terms of the advisory agreement, HFG
  was entitled to receive a cash payment of $450,000 at the closing of the reverse
  acquisition of Minera. In lieu of such cash payment, HFG agreed to accept a cash
  payment of $260,000 and a promissory note issued by the Company in the principal
  amount of $190,000 that accrues simple annual interest at a rate of 3%, or the
  HFG Note. The HFG Note is due and payable on the sooner of the closing of our
  next equity financing (including the receipt of additional funds by the Company
  from any subsequent closing of the May 12 private placement) or the 180th day
  following the date of its issuance. In addition, at any time that the HFG Note
  remains outstanding, it may be converted at HFGs option into shares of our
  common stock at a conversion price of $2.78. At the closing, HFG was also issued
  a Make Good warrant, to purchase up to 985,104 shares of our common stock, or
  the HFG Make Good Warrant. The terms of the HFG Make Good Warrant are identical
  to the terms of the Make Good Warrants issued to the investors in the private
  placement.

6

---

|CHILE MINING TECHNOLOGIES INC.                    
|--------------------------------------------------
|(Formerly Latin America Ventures, Inc.)           
|NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2010                                 
|(Amounts expressed in U.S. Dollars)               

2. COMPLETION OF ACQUISITION

On May 12, 2010, Chile Mining Technologies, Inc (The Company)
  completed an acquisition of Minera pursuant to the Share Exchange Agreement. The
  acquisition was accounted for as a recapitalization effected by a share
  exchange, wherein Minera is considered the acquirer for accounting and financial
  reporting purposes. The assets and liabilities of the acquired entity have been
  brought forward at their book value and no goodwill has been recognized.

3. PROPERTY PLANT AND EQUIPMENT

12/31/2010
      
      
      3/31/2010AccumulatedCost
      
      
      Amortization
      
      
      Net
      
      
      Net$
      
      
      $
      
      
      $
      
      
      $Santa Filomena Plant
      
      2,339,184
      
      
      -
      
      
      2,339,184
      
      
      255,814Ana Maria Plant and equipment
      
      4,623,193
      
      
      343,329
      
      
      4,279,864
      
      
      2,933,130Machinery under construction
      
      175,935
      
      
      -
      
      
      175,935
      
      
      -Arica leasehold improvement
      
      11,817
      
      
      -
      
      
      11,8177,150,129
      
      
      343,329
      
      
      6,806,800
      
      
      3,188,944


4. PROMISSORY NOTES

Promissory notes from related parties payable were unsecured and
        consisted of the following:December 31,
      
      
      March 31,Company
      
      Interest Rate
      
      
      2010
      
      
      2010Ivan Vergara
      
      Nil
      
      $
      198,165
      
      
      232,097Jorge Pizarro
      
      Nil
      
      
      63,215
      
      
      268,074Geominco EIRL
      
      Nil
      
      
      890,054
      
      
      1,265,167Total Long Term
      
      
      
      $
      1,151,434
      
      
      1,765,338


7

---

|CHILE MINING TECHNOLOGIES INC.                    
|--------------------------------------------------
|(Formerly Latin America Ventures, Inc.)           
|NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2010                                 
|(Amounts expressed in U.S. Dollars)               

All long term liabilities are valued at fair market value at
  inception. These long term loans do not bear interest and had a maturity date of
  March 31, 2013. The Company recognized a discount on the face value of the loans
  at inception to adjust the carrying value to the fair value. Fair value was
  calculated by using the net present value of the loans, at an assumed interest
  rate of 18%. The amount of the discount, being $1,404,458 ($nil in 2009) was
  recorded in Contributed surplus on the accompanying balance sheet.

The discounts are being amortized over the lives of the
  promissory notes using the effective interest method, with interest expense
  being recorded as an expense in the related period. The Company recognized
  interest expense to amortize discounts on promissory notes to related parties
  for the nine month period ended December 31, 2010 in the amount of $246,356
  ($nil in 2009).

During the quarter ended June 30, 2010, the promissory note
  holders forgave $853,575 in debt. The transaction was accounted for as a capital
  transaction with related parties and the company credited Contributed surplus
  with $853,575.

In addition, the Company credited contributed surplus with
  $13,835 (refer to Note 8 (c)) and an additional $25 on recapitalization of
  reverse merger, being the excess over par value of the shares issued and
  outstanding.

5. DUE TO/FROM RELATED PARTY

As of December 31, 2010, the Company owes Geominco E.I.R.L.
  $977,913. This advance is unsecured non-interest bearing and due on demand.

8

---

|CHILE MINING TECHNOLOGIES INC.                    
|--------------------------------------------------
|(Formerly Latin America Ventures, Inc.)           
|NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2010                                 
|(Amounts expressed in U.S. Dollars)               

6. CAPITAL STOCK

Authorized

Preferred Stock; $0.001 par value 
            10,000,000 shares
  authorized

Common
  Stock: $0.001 par value 
            100,000,000 shares
  authorized

Issued

Preferred Stock: None issued and outstanding

Common
  Stock:

Number of
      
      
      
      
      
      ContributedShares
      
      
      Amount
      
      
      Surplus
      
      
      Deficit$
      
      
      $
      
      
      $Minera common shares
      
      1,000
      
      
      10,715
      
      
      1,404,458
      
      
      (1,842,036
      )Shares issued for Reverse Takeover
      
      6,000,000
      
      
      6,000
      
      
      -
      
      
      -Cancellation of common stock of Chile Mining
      
      (3,600,500
      )
      
      (3,600
      )
      
      -
      
      
      -Adjustment to account for recapitalization
      
      4,799,500
      
      
      (5,915
      )
      
      25
      
      
      -Convertible notes premium
      
      -
      
      
      -
      
      
      13,835
      
      
      -Issuance of stock against
        private placement
      
      2,089,593
      
      
      2,090
      
      
      -
      
      
      -Forgiveness of debt by
      related parties
      
      -
      
      
      -
      
      
      853,575
      
      
      -Issuance of stock for credit facility AIBC
      
      75,000
      
      
      75
      
      
      -
      
      
      -Net loss for period
      
      
      -
      
      -
      
      
      -
      
      
      (2,753,829
      )Share capital as of December 31, 2010
      
      9,364,593
      
      
      9,365
      
      
      2,271,893
      
      
      (4,595,865
      )


On May 12, 2010, Chile Mining Technologies, Inc (Formerly Latin
  America Ventures, Inc) entered into and closed a share exchange agreement, or
  the Share Exchange Agreement, with Minera, a Chilean company, and its
  shareholders, pursuant to which the Company acquired 99.9% of the issued and
  outstanding capital stock of Minera in exchange for 6,000,000 shares of common
  stock, par value $0.001, which constituted 83.33% of the Companys issued and
  outstanding capital stock on a fully-diluted basis as of and immediately after
  the consummation of the transactions contemplated by the Share Exchange
  Agreement and after giving effect to the Cancellation Agreement described below.

9

---

|CHILE MINING TECHNOLOGIES INC.                    
|--------------------------------------------------
|(Formerly Latin America Ventures, Inc.)           
|NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2010                                 
|(Amounts expressed in U.S. Dollars)               

6. CAPITAL STOCK-Contd

As a condition precedent to the consummation of the Share
  Exchange Agreement, on May 12, 2010, the Company also entered into a
  cancellation agreement, or the Cancellation Agreement, with Halter Financial
  Investments, LP, or HFI, and Mr. Pierre Galoppi, the controlling stockholders,
  whereby HFI and Mr. Galoppi agreed to the cancellation of an aggregate of
  3,600,500 shares of common stock owned by them.

On May 12, 2010, the Company also completed a private placement
  transaction with a group of accredited investors. Pursuant to a securities
  purchase agreement that was entered into with the investors and Minera, or the
  Securities Purchase Agreement, the Company issued to the investors an aggregate
  of 2,089,593 shares of common stock for an aggregate purchase price of
  $5,809,000, or $2.78 per share, and warrants, or the Closing Warrants, to
  purchase up to 1,044,803 shares of our common stock. The Closing Warrants have a
  term of four years, bear an exercise price of $3.61 per share (subject to
  customary adjustments), are exercisable on a net exercise or cashless basis and
  are exercisable by investors at any time after the closing date (refer note 8).

10

---

|CHILE MINING TECHNOLOGIES INC.                    
|--------------------------------------------------
|(Formerly Latin America Ventures, Inc.)           
|NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2010                                 
|(Amounts expressed in U.S. Dollars)               

7. IMPAIRMENT OF MINING RIGHTS

The Company has expensed mining rights, since the Company
  currently has no formal plan to exploit these mineral rights.

8(a) DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments, as defined in FASB Accounting
  Standards Codification (ASC) 815-10-15-83 Derivatives and Hedging,
  consist of financial instruments or other contracts that contain a notional
  amount and one or more underlying (e.g. interest rate, security price or other
  variable), require no initial net investment and permit net settlement.
  Derivative financial instruments may be free-standing or embedded in other
  financial instruments. Further, derivative financial instruments are initially,
  and subsequently, measured at fair value and recorded as liabilities or, in rare
  instances, assets.

The Company generally does not use derivative financial
  instruments to hedge exposures to cash-flow, market or foreign-currency risks.
  However, the Company has entered into certain other financial instruments and
  contracts, such as our secured convertible debenture and warrant financing
  arrangements that are either (i) not afforded equity classification or (ii)
  embody risks not clearly and closely related to host contracts. As required by
  ASC 815, these instruments are required to be carried as derivative liabilities,
  at fair value, in our financial statements.

The following table summarizes the components of the derivative
  liabilities as of December 31, 2010 and inception of the instruments:

|                                 |   | December 31, |  |   | Inception          | 
|-------------------------------- | - | ------------ |  | - | ------------------ | 
|May 2010 Private Placement:      |   | 2010         |  |   | May
      12, 2010 | 
|Investor warrants                | $ | 1,274,660    |  | $ | 1,519,144          | 
|Broker warrants                  |   | 229,436      |  |   | 273,442            | 
|Credit facility warrants         |   | 439,200      |  |   | 523,440            | 
|Make
      Good warrants         |   | 667,487      |  |   | 131,891            | 
|Acquisition advisory
      fees: |   |              |  |   |                    | 
|Make
      Good warrants         |   | 314,677      |  |   | 62,176             | 
|Total derivative liabilities     | $ | 2,925,460    |  | $ | 2,510,093          | 

11

---

|CHILE MINING TECHNOLOGIES INC.                    
|--------------------------------------------------
|(Formerly Latin America Ventures, Inc.)           
|NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2010                                 
|(Amounts expressed in U.S. Dollars)               

8(a) DERIVATIVE FINANCIAL INSTRUMENTS Contd

The following table summarizes the common shares indexed to the
  derivative instruments as of December 31, 2010 and inception of the instruments:
  :

|                                 |  | December 31, |  |  | Inception          | 
|-------------------------------- |  | ------------ |  |  | ------------------ | 
|May 2010 Private Placement:      |  | 2010         |  |  | May
      12, 2010 | 
|Investor warrants                |  | 1,044,803    |  |  | 1,044,803          | 
|Broker warrants                  |  | 188,062      |  |  | 188,062            | 
|Credit facility warrants         |  | 360,000      |  |  | 360,000            | 
|Make
      Good warrants         |  | 257,717      |  |  | 47,597             | 
|Acquisition advisory
      fees: |  |              |  |  |                    | 
|Make
      Good warrants         |  | 314,677      |  |  | 22,438             | 
|Total derivative liabilities     |  | 2,165,259    |  |  | 1,662,900          | 

Since the number of common shares indexed to the Make Good
  warrants is dependent on the number of warrants that will vest based on the
  achievement of certain performance conditions, as discussed below, the number of
  shares of common stock indexed to the warrants was determined using
  probability-weighted outcomes based on managements best estimate of the
  probability of achievement of the performance conditions in 2011 and 2012.

8 (b). MAY 2010 PRIVATE PLACEMENT

On May 12, 2010, the Company commenced a private placement of
  (i) 2,089,593 shares of common stock for an aggregate purchase price of
  $5,809,000, or $2.78 per share, (ii) Closing warrants to purchase up to
  1,044,803 shares of our common stock, and (iii) Make Good warrants to purchase
  up to an aggregate of 2,089,593 shares of our common stock (the May 2010
  Private Placement). In connection with the May 2010 Private Placement, the
  company entered into a Registration Rights Agreement related to the common stock
  and warrants that requires the Company to, among other things, file a
  Registration Statement within 65 days from the closing of the May 2010 Private
  Placement and achieve effectiveness as soon as possible , but in no event later
  than the 180thday following the Final Closing Date or the 5thtrading day following the date on which the Company is notified that the
  initial Registration Statement will not be reviewed or is no longer subject to
  review and comments. The Registration Rights Agreement does not provide for an
  alternative or contain a penalty in the event the Company is unable to fulfill
  its requirements. As a result of the registration rights obligation to file
  within a specified period, which is presumed not to be within the Companys
  control, we are required to classify the common stock outside of stockholders
  equity as redeemable common stock.

12

---



|CHILE MINING TECHNOLOGIES INC.                    
|--------------------------------------------------
|(Formerly Latin America Ventures, Inc.)           
|NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2010                                 
|(Amounts expressed in U.S. Dollars)               

8 (b). MAY 2010 PRIVATE PLACEMENT-Contd

The Closing warrants included in the May 2010 Private Placement
  are indexed to 1,044,803 shares of the Companys common stock and may be
  exercised until the fourth anniversary of their issuance at an exercise price of
  $3.61 per share. Pursuant to the Securities Purchase Agreement, the Company has
  also agreed to issue Make Good warrants to investors to purchase up to an
  aggregate amount of 2,089,593 shares of our common stock at an exercise price of
  $0.01 per share which will only become exercisable if we do not meet certain
  financial performance targets in 2011 and 2012. The make good provisions
  established minimum net income thresholds of $14,382,102 and $15,179,687 for the
  2011 and 2012 fiscal years, respectively. If, in a given fiscal year 90% of the
  applicable minimum net income threshold is not met, such aggregate number of
  Make Good warrants will become exercisable equal to the amount by which our
  actual net income is less than the applicable financial target, divided by the
  financial target, and multiplied by 2,089,593. The Closing and Make Good
  warrants were evaluated under the guidance of ASC 480, Distinguishing
    Liabilities and Equityfor purposes of their classification. Due to the Make
  Good warrants contingent exercise provisions, they did not meet the definition
  of indexed to a Companys own stock and were required to be classified as
  liabilities and measured at inception and an ongoing basis at fair value. The
  Closing warrants met the definition of indexed to a Companys own stock;
  however, they did not meet eight conditions for equity classification provided
  in ASC 815-40 because they have firm registration rights with no economic
  alternative to registration. We are required to assume that cash settlement
  would be the only alternative to non-filing and effectiveness under the
  standards. Accordingly, the Closing warrants required liability classification
  at inception and on an ongoing basis at fair value until the registration rights
  are fulfilled. Fair value of the warrants was measured using the
  Black-Scholes-Merton valuation technique and in applying this technique we were
  required to develop certain subjective assumptions which are listed in more
  detail below.

The total basis in the financing was allocated first to
  derivative instruments, required to be classified as liabilities with the
  remaining basis being allocated to the common stock.

13

---

|CHILE MINING TECHNOLOGIES INC.                    
|--------------------------------------------------
|(Formerly Latin America Ventures, Inc.)           
|NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2010                                 
|(Amounts expressed in U.S. Dollars)               

8 (b). MAY 2010 PRIVATE PLACEMENT-Contd

The following table illustrates the initial allocation:

|                                   |   |            |   |   | Financing  |   |   |            |  
|---------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | -
|                                   |   | Proceeds   |   |   | cost       |   |   | Final      |  
|                                   |   | allocation |   |   | allocation |   |   | Allocation |  
|Gross proceeds                     | $ | 5,809,000  |   | $ | --         |   | $ | 5,809,000  |  
|Financing costs paid in cash       |   | --         |   |   | (522,810   | ) |   | (522,810   | )
|                                   | $ | 5,809,000  |   | $ | (522,810   | ) | $ | 5,286,190  |  
|                                   |   |            |   |   |            |   |   |            |  
|Derivative liabilities:            |   |            |   |   |            |   |   |            |  
|Closing warrants:                  |   |            |   |   |            |   |   |            |  
|Investor warrants                  | $ | (1,519,144 | ) |   |            |   | $ | (1,519,144 | )
|Broker warrants                    |   |            |   |   | (273,442   | ) |   | (273,442   | )
|Credit facility warrants           |   |            |   |   | (523,440   | ) |   | (523,440   | )
|Make Good warrants                 |   | (131,891   | ) |   |            |   |   | (131,891   | )
|Total derivative liabilities       | $ | 1,651,035  | ) |   | (796,882   | ) | $ | (2,447,917 | )
|                                   |   |            |   |   |            |   |   |            |  
|                                   |   |            |   |   |            |   |   |            |  
|Redeemable common stock            | $ | (4,157,965 | ) | $ | --         |   | $ | (4,157,965 | )
|Financing costs paid in cash       |   |            |   |   | 407,792    |   |   | 407,792    |  
|Financing costs paid with warrants |   |            |   |   | 621,568    |   |   | 621,568    |  
|Total redeemable common            |   |            |   |   |            |   |   |            |  
|stock                              | $ | (4,157,965 | ) | $ | 1,029,360  |   | $ | (3,128,605 | )
|                                   |   |            |   |   |            |   |   |            |  
|Deferred finance costs             | $ | --         |   | $ | 290,332    |   | $ | 290,332    |  

The Company amortized deferred finance cost by $27,275 during
  the quarter ended December 31, 2010. Deferred finance costs outstanding as of
  December 31, 2010 is $ 235,782

The direct financing costs are allocated to the financial
  instruments (redeemable common stock and warrants), based upon their relative
  fair values. Amounts related to the warrants are recorded as deferred finance
  costs and amortized through charges to interest expense over the term of the
  arrangement using the effective interest method while amounts related to the
  common stock directly offset the carrying value of the redeemable common
  stock.

14

---

|CHILE MINING TECHNOLOGIES INC.                    
|--------------------------------------------------
|(Formerly Latin America Ventures, Inc.)           
|NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2010                                 
|(Amounts expressed in U.S. Dollars)               

8 (c) CONVERTIBLE PROMISSORY NOTE AND MAKE GOOD
  WARRANT

Halter Financial Group, L.P., or HFG, provided certain advisory
  services to the Company in connection with the acquisition of Minera and the
  private placement transaction described above. Pursuant to an advisory agreement
  that Minera entered into with HFG on April 16, 2009, HFG agreed to (a) advise
  Minera with regard to its desire to effect a combination transaction with a U.S.
  domiciled public shell corporation, (b) help Minera identify suitable investment
  bank(s) to act as placement agent for its contemplated private placement
  transactions and (c) counsel management on matters related to the operating a
  U.S. domiciled public company. Under the terms of the advisory agreement, HFG
  was entitled to receive a cash payment of $450,000 at the closing of the reverse
  acquisition of Minera. In lieu of such cash payment, HFG agreed to accept a cash
  payment of $260,000 and a promissory note issued by us in the principal amount
  of $190,000 that accrues simple annual interest at a rate of 3% (the HFG
  Note). The HFG Note is due and payable on the sooner of the closing of our next
  equity financing (including the receipt of additional funds by the Company from
  any subsequent closing of the May 12 private placement) or the 180th day
  following the date of its issuance. In addition, at any time that the HFG Note
  remains outstanding, it may be converted at HFGs option into shares of our
  common stock at a conversion price of $2.78.

The Company has evaluated the terms and conditions of the
  Convertible Promissory Note under the guidance of ASC 815, Derivatives and
    Hedging.The embedded conversion feature (ECF) is an equity-linked feature
  that is not clearly and closely related to the risks of the host debt
  instrument. However, current accounting standards afforded an exemption to
  bifurcation of the ECF because it is both indexed to the Companys own stock and
  otherwise met the definition of Conventional Convertible based upon the fixed
  conversion price.

At the closing, HFG was also issued a make good warrant, to
  purchase up to 985,104 shares of our common stock, (the HFG Make Good
  Warrant). The terms of the HFG Make Good Warrant are identical to the terms of
  the Make Good Warrants issued to the investors in the private placement and
  accordingly, they did not meet the definition of indexed to a Companys own
  stock and were required to be classified as liabilities and measured at
  inception and an ongoing basis at fair value. The fair value of the Make Good
  Warrants was determined using the Black-Scholes-Merton valuation technique over
  the term to contractual expiration. In applying this technique we were required
  to develop certain subjective assumptions which are listed in more detail
  below.

15

---

|CHILE MINING TECHNOLOGIES INC.                    
|--------------------------------------------------
|(Formerly Latin America Ventures, Inc.)           
|NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2010                                 
|(Amounts expressed in U.S. Dollars)               

8 (c) CONVERTIBLE PROMISSORY NOTE AND MAKE GOOD
  WARRANT-Contd

The fair value of the Convertible Promissory Note was estimated
  based upon the present value of its future cash flows, using credit risk
  adjusted rates, as enhanced by the fair value of the ECF. Since the Company does
  not have an established credit rating, the credit risk adjusted yield of 15.51%
  was determined by reference to comparable instruments in public markets and
  industry-specific risk. The fair value of the ECF was determined using the Monte
  Carlo Simulation (MCS). MCS is an option-based model that embodies assumptions
  that would likely be considered by market participants who trade the financial
  instrument. In addition to more traditional assumptions, such as stock price,
  trading volatilities and risk-free rates, MCS assumptions include credit risk,
  interest risk and redemption considerations. Significant assumptions included in
  the MSC valuation technique were as follows:

|                            |   | Assumption     | 
|--------------------------- | - | -------------- | 
|Linked common shares        |   | 68,345         | 
|Stock price                 | $ | 2.78           | 
|Expected life (years)       |   | 4.00           | 
|Volatility (based on peers) |   | 58.24%- 63.55% | 
|Risk adjusted yield         |   | 15.51%- 16.94% | 
|Risk adjusted interest rate |   | 1.52%- 1.65%   | 

16

---

|CHILE MINING TECHNOLOGIES INC.                    
|--------------------------------------------------
|(Formerly Latin America Ventures, Inc.)           
|NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2010                                 
|(Amounts expressed in U.S. Dollars)               

8 (c) CONVERTIBLE PROMISSORY NOTE AND MAKE GOOD
  WARRANT-Contd

The advisory fee expense was determined based upon the fair
  value of the Convertible Promissory Note and the Make Good warrants issued to
  the HFG. In accordance with APB 14, the premium on the Convertible Promissory
  Note, representing the difference between the fair value and the face value of
  the note, was recorded to paid in capital.

The following table illustrates the initial allocation:

|                            |   | Initial    | 
|--------------------------- | - | ---------- | 
|                            |   | Allocation | 
|Convertible Promissory Note | $ | 190,000    | 
|Make Good warrants          |   | 62,176     | 
|Paid in capital             |   | 13,835     | 
|Total                       | $ | 266,011    | 

Fair value Disclosures:

ASC 820, Fair value Measurements and Disclosures, provides
  requirements for disclosure of liabilities that are measured at fair value on a
  recurring basis in periods subsequent to the initial recognition. Financial
  instruments arising from the May 2010 Private Placement that are measured at
  fair value on a recurring basis are (i) the investor warrants, (ii) the broker
  warrants, (iii) the credit facility warrants and (iii) Make Good warrants,
  respectively.

The warrants were valued using the Black-Scholes-Merton
  technique, and the Company estimated (i) the expected term as equal to the
  remaining term on the warrant, (ii) the volatility, based upon a reasonable peer
  group, (iii) the risk free rate as the published rate for zero coupon government
  securities with terms consistent with the expected term.

Information and significant assumptions embodied in our warrant
  valuations (including ranges for certain assumptions) as of December 31, 2010
  are illustrated in the following tables:

|                                   |            |          | Make    
|---------------------------------- | ---------- | -------- | --------
|                                   | Fair value | Closing  | Good    
|                                   | hierarchy  | Warrants | warrants
|Warrants to purchase common stock: |            |          |         
|Stock price (1)                    | (2)        | $2.60    | $2.60   
|Strike price                       | n/a        | $3.61    | $0.01   
|Volatility (2)                     | (2)        | 80.54%   | 80.54%  
|Term (years) (3)                   | (3)        | 3.36     | 3.36    
|Risk-free rate (2)                 | (2)        | 1.02%    | 1.02%   
|Dividends                          | n/a        | --       | --      

17

---

|CHILE MINING TECHNOLOGIES INC.                    
|--------------------------------------------------
|(Formerly Latin America Ventures, Inc.)           
|NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2010                                 
|(Amounts expressed in U.S. Dollars)               

8 (c) CONVERTIBLE PROMISSORY NOTE AND MAKE GOOD
  WARRANT-Contd

|(1) | Level 1 inputs are quoted prices in active markets for
      identical assets and liabilities, or derived there from. We used our
      trading market price as of December 31, 2010 as input into the model which
      is a Level 1 input.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | Level 2 inputs are inputs other than quoted prices that
      are observable. We use the current published yields for zero-coupon US
      Treasury Securities, with terms nearest the remaining term of the warrants
      for our risk free rate. We did not have a historical trading history
      sufficient to develop an internal volatility rate for use in the
      Black-Scholes-Merton model. As a result, we have used a peer approach
      wherein the historical trading volatilities of certain companies with
      similar characteristics as ours and who had a sufficient trading history
      were used as an estimate of our volatility. In developing this model, no
      one company was weighted more heavily.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(3) | Level 3 inputs are unobservable inputs. Inputs for which
      any parts are level 3 inputs are classified as level 3 in their entirety.
      The remaining term used equals the remaining contractual term as our best
      estimate of the expected term. The probability-weighted outcomes of
      achieving the performance conditions are also a Level 3
      input.                                                                                                                                                                                                                                                                                                                                                             

The following tables summarize the effects on our income (loss)
  associated with changes in the fair values of our derivative financial
  instruments for the three months ended December 31, 2010:

Three monthsMay 2010 Private Placement:
      
      endedDecember 31,2010Investor warrants
      $
      20,896Broker warrants
      
      3,761Credit facility warrants
      
      7,200Make Good warrants
      
      (311,191
      )Acquisition advisory fees:Make Good warrants
      
      (146,705
      )$
      (426,039
      )


18

---

|CHILE MINING TECHNOLOGIES INC.                    
|--------------------------------------------------
|(Formerly Latin America Ventures, Inc.)           
|NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2010                                 
|(Amounts expressed in U.S. Dollars)               

8 (c) CONVERTIBLE PROMISSORY NOTE AND MAKE GOOD
  WARRANT-Contd

The following represents a reconciliation of the changes in our
  derivatives and the related changes in fair value on a recurring basis using
  significant unobservable inputs (Level 3) during the quarter ended December 31,
  2010:

|Balances at September 30, 2010 |   | $         | 
|------------------------------ | - | --------- | 
|                               |   | 2,499,421 | 
|Issuances                      |   | --        | 
|Conversions and cancellations  |   | --        | 
|Fair value adjustments (a)     |   | 426,039   | 
|Balances at December 31, 2010  | $ | 2,925,460 | 

Estimating fair values of derivative financial instruments
  requires the development of significant and subjective estimates that may, and
  are likely to, change over the duration of the instrument with related changes
  in internal and external market factors. In addition, option-based techniques
  are highly volatile and sensitive to changes in the trading market price of our
  common stock, which has a high estimated volatility. Since derivative financial
  instruments are initially and subsequently carried at fair values, our income
  will reflect the volatility in these estimate and assumption changes.

19

---

|CHILE MINING TECHNOLOGIES INC.                    
|--------------------------------------------------
|(Formerly Latin America Ventures, Inc.)           
|NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2010                                 
|(Amounts expressed in U.S. Dollars)               

9. COMMITMENTS

The following is a summary of the Companys obligation under
  the capital lease:

Years ending December 31,

2011
      $
      414,7232012
      $
      297,4342013
      $
      230,4552014
      $
      47,378$
      989,990Current Portion
      $
      414,723Long-Term Portion
      $
      575,267


Ana Maria Plant

On November 20, 2008, the Company signed an option to acquire
  mining rights to a property located in the Choapa province in the Republic of
  Chile known as the Ana Maria Plant. The option price is Chilean Pesos
  250,000,000 that approximates $540,000. Due to certain government legal
  processes and other required documents, there is a delay in the transfer of the
  property ownership. The option to acquire the mining rights expired in June 2009
  but was extended until the final legal process to transfer the land to the
  Company is completed.

10. SEGMENT INFORMATION

As at December 31, 2010, the Company operated in one reportable
  segment, being the exploration for and the development of mining rights in the
  Republic of Chile.

11. INTERNATIONAL OPERATIONS

The financial statements of the Companys international
  operations through its subsidiary in Chile are measured using local currencies
  as their functional currencies.

The Company translates the assets and liabilities of its
  non-U.S. subsidiary at the exchange rates in effect at quarter end and the
  results of operations at the average rate throughout the period. Gains and
  losses on foreign currency translations are reported as a component of other
  comprehensive income. Deferred taxes are not provided on cumulative translation
  adjustments since the Company expects future earnings of the foreign subsidiary
  to be indefinitely reinvested. The Company recorded a translation gain of
  $710,212 in its equity section of the Balance sheet under accumulated other
  comprehensive gain.

20

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|CHILE MINING TECHNOLOGIES INC.                    
|--------------------------------------------------
|(Formerly Latin America Ventures, Inc.)           
|NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2010                                 
|(Amounts expressed in U.S. Dollars)               

12. RELATED PARTY TRANSACTIONS

During the quarter ended December 31, 2010, the Company paid
  salaries of $10,186 ($nil in 2009) to parties that are related to the
  shareholder of the Company.

During the quarter ended June 30, 2010, related promissory note
  holders forgave $852,225 in debt.

The transactions are in the normal course of operations and are
  measured at the exchange amount, which is the amount of consideration
  established and agreed to by the related parties under common control (See also
  Note 4)

13. MATERIALS CONTAINED IN LEACH PAD

The quantity of material in ore on the
  leach pad is based on surveyed volumes of mined and purchased material. Sampling and assaying
  determine the estimated amount of copper contained in material delivered to the
  leach pad. As at December 31, 2010 the amount of copper contained in material
  delivered to the leach pad is at a level of 1%.Expected copper recovery rates
  are determined using small-scale laboratory tests, historical trends and other
  known factors, including mineralogy of the ore and rock type. The ultimate
  recovery of copper contained in leach stockpiles can vary from a very low
  percentage to over 90 percent depending on several variables, including type of
  processing, metallurgical processes and mineralogy. As at December 31, 2010 the
  current ultimate recovery copper has been estimated at 80%

14. OTHER RECEIVABLES

Other receivables as at December 31, 2010 includes value added
  taxes (VAT) for $434,307 (March 31, 2010: $70,263) as applicable to the laws
  in Chile, which the Company will apply for refund from the Government of
  Chile.

15. DEFERRED COSTS

In November 2010, the Company signed a ten year lease for
  operating two properties in Arica, Republic of Chile. The Company is obligated
  to pay a total monthly rent of $32,051 (Chilean 15 million Pesos) which will be
  adjusted and offset with future royalty payments. The Royalty established will
  be equivalent to ten percent of the net value of the ore to be extracted and
  sold, metallic or nonmetallic, taking as reference the rates established by
  ENAMI monthly. However, the Company, at its full cost, may install a plant to
  process the ore extracted. The royalty will be paid monthly, starting in month
  thirteen counted from the signing of the contract. All direct and indirect
  expenses related to the program of exploration, conceptual study and feasibility
  study will be at the total and exclusive charge of the Company and not
  adjustable with the rent or royalty.

21

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|CHILE MINING TECHNOLOGIES INC.                    
|--------------------------------------------------
|(Formerly Latin America Ventures, Inc.)           
|NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2010                                 
|(Amounts expressed in U.S. Dollars)               

16. FAIR VALUE OF FINANCIAL INSTRUMENTS AND RISK
  FACTORS

The fair value of a financial instrument is the estimated
  amount that the Company would receive or pay to settle the financial assets and
  financial liabilities as at the reporting date. The book value of other
  receivables, accounts payable and accrued liabilities, and due to related party
  approximate fair values at the balance sheet dates.

The fair value of the long-term debt has been estimated by
  discounting future cash flows at a rate offered for debt of similar maturities
  and credit quality.

All of our cash and cash equivalents, are classified within
  Level I of the fair value hierarchy because they are valued using quoted market
  prices, market prices for similar securities, or alternative pricing sources
  with reasonable levels of price transparency. We do not have any Level II
  instruments, or instruments valued based on other observable inputs.

|                                     |  |                |  |  | 12/31/2010 |  |  |                |  |  | 3/31/2010  | 
|------------------------------------ |  | -------------- |  |  | ---------- |  |  | -------------- |  |  | ---------- | 
|Assets/Liabilities                   |  | Carrying value |  |  | Fair value |  |  | Carrying value |  |  | Fair value | 
|                                     |  |                |  |  |            |  |  |                |  |  |            | 
|Cash and cash equivalent             |  | 734,689        |  |  | 734,689    |  |  | -              |  |  | -          | 
|Other receivables                    |  | 504,674        |  |  | 504,674    |  |  | 70,263         |  |  | 70,263     | 
|Accounts payable and                 |  |                |  |  |            |  |  |                |  |  |            | 
|accrued liabilities                  |  | 549,509        |  |  | 549,509    |  |  | 1,134,345      |  |  | 1,134,345  | 
|Promissory notes                     |  | -              |  |  | -          |  |  | 85,967         |  |  | 85,967     | 
|Due to related party                 |  | 977,913        |  |  | 977,913    |  |  | 607,873        |  |  | 607,873    | 
|Promissory notes (non
      current) |  | 1,151,434      |  |  | 1,151,434  |  |  | 1,765,338      |  |  | 1,765,338  | 

Interest rate risk

The companys exposure to interest rate
  fluctuations is not significant.

Credit risk

Financial instruments that potentially
  subject the Company to concentrations of credit risk consist principally of
  amounts receivable. The Company is not exposed to material losses on its
  accounts receivable and future revenues.

Commodity price risk

The ability of the Company to develop
  its properties and the future profitability of the Company is directly related
  to the market price of certain minerals. The Company does not currently use
  derivative financial instruments to reduce its exposure to commodity price
  risk.

Liquidity risk

The Companys exposure to liquidity
  risk is dependent on the collection of amounts receivable and the ability to
  raise funds to meet purchase commitments and to sustain

22

---

|CHILE MINING TECHNOLOGIES INC.                    
|--------------------------------------------------
|(Formerly Latin America Ventures, Inc.)           
|NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2010                                 
|(Amounts expressed in U.S. Dollars)               

16. FAIR VALUE OF FINANCIAL INSTRUMENTS AND RISK
  FACTORS

Liquidity risk

The Companys exposure to liquidity
  risk is dependent on the collection of amounts receivable and the ability to
  raise funds to meet purchase commitments and to sustain operations. The company
  controls its liquidity risk by managing working capital and cash flows.

Foreign currency risk

The Company is exposed to foreign
  currency risk as substantially all of the Companys cash is denominated in
  Chilean Pesos. This risk is partially mitigated by the fact that a significant
  portion of the costs associated with the mining claims and deferred exploration
  expenditures are incurred in Chilean Pesos.

23

---

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

Special Note Regarding Forward Looking Statements

In addition to historical information, this report contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. We use words such as believe, expect, anticipate, project,
target, plan, optimistic, intend, aim, will or similar expressions
which are intended to identify forward-looking statements. Such statements
include, among others, those concerning market and industry segment growth and
demand and acceptance of new and existing products; any projections of sales,
earnings, revenue, margins or other financial items; any statements of the
plans, strategies and objectives of management for future operations; any
statements regarding future economic conditions or performance; uncertainties
related to conducting business in Chile, as well as all assumptions,
expectations, predictions, intentions or beliefs about future events. You are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties..

Readers are urged to carefully review and consider the various
disclosures made by us in this report and our other filings with the SEC. These
reports attempt to advise interested parties of the risks and factors that may
affect our business, financial condition and results of operations and
prospects. The forward-looking statements made in this report speak only as of
the date hereof and we disclaim any obligation to provide updates, revisions or
amendments to any forward-looking statements to reflect changes in our
expectations or future events.

Use of Certain Defined Terms

Except as otherwise indicated by the context, references in
this report to:

- the Company, we, us, or our, are to the combined business of CMT
  and its 99.9% owned subsidiary, Minera, but do not include the stockholders of
  CMT;
- CMT are to Chile Mining Technologies Inc., a Nevada corporation;
- Minera are to Sociedad Minera Licancabur, S.A., a Chilean company;
- Chile and Chilean are to the Republic of Chile;
- Peso are to the Chilean peso, the legal currency of Chile;
- U.S. dollar, $ and US$ are to the legal currency of the United
  States;
- MT are to metric tons
- SEC are to the Securities and Exchange Commission;
- Securities Act are to the Securities Act of 1933, as amended, and
  Exchange Act are to the Securities Exchange Act of 1934, as amended;
- Exploration means the process of locating commercially viable
  concentrations of minerals to mine; and
- Exploitation means the act of extracting a mineral resource from source
  material.

Throughout this report, we have converted Peso to USD as
follows:

24

---

|December 31, 2009                           
|--------------------------------------------
|Balance sheet                               
|Statement of income and comprehensive income

Overview of Our Business

We are a mineral extraction company based in the Republic of
Chile, with copper as our pay metal. Our founders, Messrs. Jorge Osvaldo
Orellana Orellana and Jorge Fernando Pizarro Arriagada, have refined the
electrowin process in a way that permits the electrowin process to be used at a
relatively small mine and/or tailings sites. Electrowinning is a process in
which positive and negative electrodes are placed in an acidic solution
containing copper ions, and an electric current passed through the solution
causes the copper to be deposited on the negative electrodes so that it can be
collected.

We have obtained rights to conduct our mineral extraction
operations at 7 different sites, and are in negotiations to obtain rights to one
additional site, in and around the Coquimbo region, which is located in
north-central Chile, approximately 400 kilometers north of Santiago. While these
sites each have their own mineral deposits, we will procure the majority
(approximately 88%) of our source material from non-traditional sources,
including tailings, ore, or a combination thereof, by purchasing rights to such
source material at smaller sites, where it is not economical for larger open-pit
mining companies to operate, due largely to the transportation costs associated
with moving source materials to fixed processing sites.

By utilizing Minimum Intrusion Non-traditional Input, or MINI,
plants, we are able to build scalable, less expensive plants closer to source
material deposits, thereby resulting in significant processing savings. In
addition, since smaller sites generally require higher copper prices, due to
transportation costs, to operate profitably, these deposits can currently be
purchased at a discount. By utilizing this strategy, we are able to reduce costs
and operate profitably with smaller deposits. We estimate that the MINI plant
technology will allow us to break even at copper prices as low as US$1.00 per
pound or US$2,205 per metric ton. As of December 31, 2010, copper was trading at
$9,379 per metric ton on the London Metals Exchange, or LME.

Operations are currently underway at our Ana Maria plant.
Following capacity upgrades in May 2010, the present annual capacity of the Ana
Maria plant is approximately 2,225 metric tons. We have also begun preparatory
work at some of the additional sites we have under our control, in anticipation
of the construction of additional MINI plants over the next 18 to 24 months.

In addition, we have acquired exclusive rights to the ore in
the Arica province in the northern-most region of Chile. Until 2009, this region
was closed off from copper productions due to restrictions put in place by the
Chilean military authorities. While we have not conducted copper reserve studies
in this area, third-party testing and sampling data indicates
the presence of significant quantities of copper ore.  In order to capitalize on this opportunity, we plan to
conduct open-pit mining in the area and construct a new MINI plant to process
the ore.

Acquisition of Minera and Private Placement

On May 12, 2010, we completed a reverse acquisition transaction
through a share exchange with Minera and its shareholders whereby we acquired
99.9% of the issued and outstanding capital stock of Minera in exchange for
6,000,000 shares of our common stock, par value $0.001, which constituted 83.33%
of our issued and outstanding capital stock on a fully-diluted basis as of and
immediately after the consummation of the reverse acquisition. As a result of
the reverse acquisition, Minera became our subsidiary and the former
shareholders of Minera became our controlling stockholders. For accounting
purposes, the share exchange transaction with Minera was treated as a reverse
acquisition, with Minera as the acquirer and CMT as the acquired party.

25

---

On May 12, 2010, we also completed a private placement in which
we issued and sold to certain accredited investors an aggregate of 2,089,593
shares of our common stock for an aggregate purchase price of $5,809,000, or
$2.78 per share, and warrants to purchase up to 1,044,803 shares of our common
stock. The warrants have a term of four years, bear an exercise price of $3.61
per share (subject to customary adjustments for stock splits, stock
combinations, reclassifications and similar events), are exercisable on a net
exercise or cashless basis and are exercisable by investors at any time after
the closing date. As a result of this private placement, we raised approximately
$5.8 million in gross proceeds, which left us with approximately $4.5 million in
net proceeds after the deduction of offering expenses in the amount of
approximately $1.3 million.

On May 6, 2010, Minera entered into a letter agreement that
outlines the proposed terms of a standby facility of credit with AIBC
International Corp.(SR), or AIBC. Under the letter agreement we may,
subject to the satisfaction of certain conditions, from time to time upon 90
days notice, request an advance from AIBC up to an aggregate of $3.0 million.
Any amounts borrowed under the facility will accrue interest at a rate of 12.5%
per annum, and must be re-paid within six months from the date of the drawdown.
In connection with the execution of the letter agreement, we issued to AIBC
75,000 shares of our common stock a one-year warrant to purchase up to 360,000
shares of our common stock, at an exercise price of $2.78 per share. In
addition, we will pay to AIBC additional compensation upon the drawdown of any
portion of the $3.0 million, which compensation will be equal to (i) 8% for the
first $1.0 million, (ii) 12% for the second $1.0 million and 18% for the third
$1.0 million. If we draw down all $3.0 million of the facility, we would receive
net proceeds of $2.62 million and pay aggregate compensation to AIBC of
$380,000.

Results of Operations

Comparison ofthe Three-Month Periods Ended
December 31, 2010 and 2009 (Unaudited)

The following tables set forth key components of our results of
operations for the periods indicated, both in dollars and as a percentage of
sales revenue and key components of our revenue for the periods indicated in
dollars. The financial data for the three months ended December 31, 2010 reflect
the third quarter of Fiscal Year 2011, while the financial data for the same
period in 2009 reflect the third quarter of Fiscal Year 2010.

|                            |   | Three Months Ended |   |   |         |  
|--------------------------- | - | ------------------ | - | - | ------- | -
|                            |   | December 30,       |   |   |         |  
|                            |   | 2010               |   |   | 2009    |  
|                            |   |                    |   |   |         |  
|                            |   |                    |   |   |         |  
|                            |   | Amount             |   |   | Amount  |  
|Net sales                   | $ | 31,486             |   | $ | 144,846 |  
|                            |   |                    |   |   |         |  
|Cost of sales               | $ | 129,137            |   | $ | 179,846 |  
|                            |   |                    |   |   |         |  
|Gross profit                | $ | (97,651            | ) | $ | (34,650 | )
|                            |   |                    |   |   |         |  
|Operating expenses          |   |                    |   |   |         |  
|Impairment of mining rights | $ | 30,465             |   | $ | -       |  
|Salaries and wages          | $ | 117,155            |   | $ | 9,080   |  
|General and admin expenses  | $ | 183,418            |   | $ | 28,091  |  
|Professional fees           | $ | 83,860             |   | $ | -       |  
|Amortization                | $ | -                  |   | $ | -       |  
|                            |   |                    |   |   |         |  
|Total operating expenses    | $ | 414,898            |   | $ | 37,171  |  

26

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|Operating loss before the
      undernoted                   | $ | (512,549   | ) | $ | (71,821  | ) |  | (614%   | )
|------------------------------------------------------------ | - | ---------- | - | - | -------- | - |  | ------- | -
|Other expense-interest                                       | $ | (27,275    | ) | $ | -        |   |  | n/a     |  
|Other income (expense)-Derivative Financial
      Instrument | $ | (426,039   | ) | $ | -        |   |  | n/a     |  
|Imputed Interest Expense                                     | $ | (86,385    | ) | $ | -        |   |  | n/a     |  
|                                                             |   |            |   |   |          |   |  |         |  
|Net Loss for the period                                      | $ | (1,052,248 | ) | $ | (71,821  | ) |  | (1,365% | )
|Foreign exchange translation
      adjustment for the period | $ | 98,673     |   | $ | (30,343  | ) |  | 425%    |  
|                                                             |   |            |   |   |          |   |  |         |  
|Comprehensive gain / loss for
      the year                 | $ | (953,575   | ) | $ | (102,164 | ) |  | 833%    |  

Net Sales

The Company had revenues of $31,486 for the three months ended
December 31, 2010 as compared with revenues of $144,846 for the year ago period
ending December 31, 2009. The Company ran the Ana Maria facility at lower
capacities due to the increased price of minerals. The company's original
business plan anticipated that third party mineral would be consigned to the
company, and that the company would be required to pay for the cost of the
mineral after their copper had been produced and sold. As the price of finished
copper has increased to over $4 per pound, there has been increased interest in
raw copper ore from a number of higher cost producers that can increase their
production volumes by buying ore in the market from small miners. This has put
the miners into a stronger negotiating position on the sales of their ore. As a
result, the market now demands that any producer must purchase the ore by
providing payment upon delivery of the ore. This has substantially increased the
amount of working capital required to ramp the plants.

Cost of Sales

Cost of sales includes direct costs associated with the sale of
the product. The Company incurred cost of sales of $129,137 for the three months
ended December 31, 2010, as compared with $179,846 for the year ago same period
ending December 31, 2009. The decrease in cost of sales was due to the lower
production of copper in the three months ended December 31, 2010.

Gross Profit (Loss)

Gross profit is equal to the difference between our revenue and
the cost of revenue. In the three months ended December 31, 2010, gross profit
was ($97,651) compared with ($34,650) for the three months ended December 31,
2009. The decrease in gross profit was due to the lower production of copper in
the three months ended December 31, 2010.

Operating Expenses

Our operating expenses primarily consist of salaries and wages,
general and administrative expenses and professional fees.

Salaries and Wages

For the three months ended December 31, 2010, salaries and
wages were $117,155. As the Company has grown and commenced material operations,
it has added employees and hired a management team. For the three months ended
December 31, 2009, we incurred $9,080 in salaries and wages as we had not yet
hired a full management team and added employees.

27

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General and Administrative Expenses

General and administrative expenses consist primarily of
building maintenance and repairs, energy costs and general expenses. We expect
most components of our general and administrative expenses will increase as our
business grows and as we incur increased costs as a public company. General and
administrative expenses for the three months ended December 31, 2010 were
$183,418 as compared with $28,091 for the same period in 2009. We had only begun
extraction operations as of the three months ended December 31, 2009 and as a
result incurred fewer general and administrative expenses at such time.

Professional Fees

Professional fees consist of legal fees, accounting fees and
other fees associated with our private placement transaction and operating as a
public company. For the three months ended December 31, 2010, professional fees
were $83,860. We incurred no professional fees during the same period last year.
The increase is due to our becoming a public company in May 2010.

Other Expenses

Other expense  interest

Interest expense for the three months ended December 31, 2010
was $27,275 which is the amortization of deferred finance costs (refer to note
8(b) to the financial statements). During the three months ended December 31,
2009, no interest expense was recorded because the Company had not raised funds
and not incurred finance costs.

Other income-Derivative Financial Instrument

Other income related to the derivative financial instrument for
the three months ended December 31, 2010 was $426,039. This was to record the
fair value adjustments relating to warrants issued and outstanding as of
December 31, 2010.  During the three months ended December 31, 2009, no other
income related to the derivative financial instrument was recorded because the
Company did not have any derivative instruments in its financial statements.

Imputed Interest Expense

Interest expense relating to initial recognition of long term
non-interest bearing loans to related parties for the three months ended
December 31, 2010 was $86,385. This relates to the valuation of promissory notes
valued at fair market value at inception. These long term promissory loans do
not bear interest and had a maturity date of March 31, 2013. The Company
recognized a discount on the face value of the loans at inception to adjust the
carrying value to the fair value. The discounts are being amortized over the
lives of the promissory notes using the effective interest method, with interest
expense being recorded as an expense in the related period

Net Loss

Net loss increased to ($1,052,248) for the three months ended
December 31, 2010 from a net loss of ($71,821) for the same period last year,
mainly as a result of the reasons as stated above.

Comparison of the Nine Months Ended December 31, 2010 and
2009

The following tables set forth key components of our results of
operations for the periods indicated, both in dollars and as a percentage
increase/decrease over prior year numbers for the periods indicated in dollars.
The financial data for the nine months ended December 31, 2010 reflect the
first, second and third quarters of Fiscal Year 2011, while the financial data
for the same period in 2009 reflect the first, second and third quarters of
Fiscal Year 2010.

28

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|                                                             |   | Nine Months Ended |   |   |          |  
|------------------------------------------------------------ | - | ----------------- | - | - | -------- | -
|                                                             |   | December 31,      |   |   |          |  
|                                                             |   | 2010              |   |   | 2009     |  
|                                                             |   |                   |   |   |          |  
|                                                             |   |                   |   |   |          |  
|                                                             |   | Amount            |   |   | Amount   |  
|Net sales                                                    | $ | 96,170            |   | $ | 144,846  |  
|                                                             |   |                   |   |   |          |  
|Cost of sales                                                | $ | 395,927           |   | $ | 179,846  |  
|                                                             |   |                   |   |   |          |  
|Gross profit                                                 | $ | (299,757          | ) | $ | (34,650  | )
|                                                             |   |                   |   |   |          |  
|Operating expenses                                           |   |                   |   |   |          |  
|Impairment of mining rights                                  | $ | 37,385            |   | $ | 26,227   |  
|Salaries and wages                                           | $ | 320,860           |   | $ | 45,977   |  
|General and admin expenses                                   | $ | 768,365           |   | $ | 241,529  |  
|Professional fees                                            | $ | 611,189           |   | $ | -        |  
|Amortization                                                 | $ | -                 |   | $ | -        |  
|                                                             |   |                   |   |   |          |  
|Total operating expenses                                     | $ | 1,737,799         |   | $ | 313,733  |  
|                                                             |   |                   |   |   |          |  
|                                                             |   |                   |   |   |          |  
|Operating loss before the
      undernoted                   | $ | (2,037,556        | ) | $ | (348,383 | )
|Other expense-interest                                       | $ | (54,550           | ) | $ | -        |  
|Other income (expense)-Derivative Financial
      Instrument | $ | (415,367          | ) | $ | -        |  
|Imputed Interest Expense                                     |   |                   |   |   |          |  
|                                                             | $ | (246,356          | ) | $ | -        |  
|                                                             |   |                   |   |   |          |  
|Net loss for the period                                      | $ | (2,753,829        | ) | $ | (348,383 | )
|Foreign exchange translation adjustment for
      the period | $ | 710,212           |   | $ | 80,985   |  
|                                                             |   |                   |   |   |          |  
|Comprehensive loss for the year                              | $ | (2,043,617        | ) | $ | (267,398 | )

Net Sales

The Company had revenues of $96,170 for the nine months ended
December 31, 2010 as compared with revenues of $144,846 for the year ago period
ending December 31, 2009, a decrease of (34%) for the period. The decreased
revenue for the first nine months ended December 31, 2010 was the result of
several factors. First, the Ana Maria plant was taken off-line the first week of
May 2010 in order to increase the capacity of this facility. As a result, the
total capacity of the Ana Maria plant went from 120 MT/month to 180 MT/month,
effectively increasing its capacity by 50%. We resumed operations at the plant
with the additional capacity in place in August 2010.

Second, the Company ran the Ana Maria facility at lower
capacities due to the increased price of minerals. The company's original
business plan anticipated that third party mineral would be consigned to the
company, and that the company would be required to pay for the cost of the
mineral after their copper had been produced and sold. As the price of finished
copper has increased to over $4 per pound, there has been increased interest in
raw copper ore from many additional producers that can increase their production
volumes by buying ore in the market from small miners. This has put the miners
into a stronger negotiating position on the sales of their ore. As a result, the
market now demands that any producer must purchase the ore by providing payment
at the delivery of the ore. This has substantially increased the amount of
working capital required to ramp our plants.

29

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Cost of Sales

Cost of sales includes direct costs associated with the sale of
the product. The Company incurred cost of sales of $395,927 for the nine months
ended December 31, 2010, as compared with cost of sales of $179,846 for the year
ago same period ending December 31, 2009. The increased cost of sales for the
nine months ended December 31, 2010 was because for the nine months ended
December 31, 2009 the Company only incurred cost of sales for three months
(October  December 2009).

Gross Profit (Loss)

Gross profit is equal to the difference between our revenue and
the cost of revenue. In the nine months ended December 31, 2010, gross profit
was ($299,757). During the nine months ended December 31, 2009, gross profit was
($34,650) for the reasons stated above.

Operating Expenses

Our operating expenses primarily consist of salaries and wages,
general and administrative expenses and professional fees.

Salaries and Wages

For the nine months ended December 31, 2010, salaries and wages
were $320,860 compared to $45,977 for the same period ended December 31, 2009.
During the nine months ended December 31,2010, the Company has grown and
commenced material operations, it has added employees and hired a management
team. For the nine months ended December 31, 2009, the Company had only
commenced extraction operations for the Oct-Dec quarter and had not yet hired a
full management team and added employees.

General and Administrative Expenses

General and administrative expenses consist primarily of
building maintenance and repairs, energy costs and general expenses. We expect
most components of our general and administrative expenses will increase as our
business grows and as we incur increased costs as a public company. General and
administrative expenses for the nine months ended December 31, 2010 were
$768,365 as compared with $241,529 for the same period in 2009. During the nine
months ended December 31, 2009, the Company had only commenced extraction
operations for the Oct-Dec quarter and as a result incurred significantly fewer
general and administrative expenses.

Professional Fees

Professional fees consist of legal fees, accounting fees and
other fees associated with our private placement transaction and operating as a
public company. For the nine months ended December 31, 2010, professional fees
were $611,189. We did not incur any professional fees during the nine months
ended December 31, 2009. The increase is due, to undertaking the private
placement transaction and becoming a public company in May 2010.

Other Expenses

Other expense  interest

Interest expense for the nine months ended December 31, 2010
was ($54,550) which is the amortization of deferred finance costs (refer to note
8(b) to the financial statements). During the nine months ended December 31, 2009, no interest expense was recorded because the
Company had not raised funds and not incurred finance costs.

30

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Other income-Derivative Financial Instrument

Other income related to the derivative financial instrument for
the nine months ended December 31, 2010 was ($415,367). This was to record the
fair value adjustments relating to warrants issued and outstanding as of
December 31, 2010. During the nine months ended December 31, 2009, no other
income related to the derivative financial instrument was recorded because the
Company did not have any derivative instruments in its financial statements.

Imputed interest expense

Interest expense relating to initial recognition of long term
non-interest bearing loans to related parties for the nine months ended December
31, 2010 was ($246,356). This relates to the valuation of promissory notes
valued at fair market value at inception. These long term promissory loans do
not bear interest and had a maturity date of March 31, 2013. The Company
recognized a discount on the face value of the loans at inception to adjust the
carrying value to the fair value. The discounts are being amortized over the
lives of the promissory notes using the effective interest method, with interest
expense being recorded as an expense in the related period.

Net Loss

Net loss increased to ($2,753,829) for the nine months ended
December 31, 2010 from a net loss of ($348,383) for the same period last year,
mainly as a result of the reasons as stated above.

Liquidity and Capital Resources

As of December 31, 2010 we had cash and cash equivalents of
$759,021, and working capital of ($782,865). The following table provides
detailed information about our net cash flow for all financial statement periods
presented in this report.

Cash Flow(all amounts in U.S. dollars)

|                                                          |   | Nine Months Ended |  
|--------------------------------------------------------- | - | ----------------- | -
|                                                          |   | December 31,      |  
|                                                          |   | 2010              |  
|Net cash provided by (used
      in) operating activities | $ | (2,733,255        | )
|Net cash provided by (used in) investing
      activities | $ | (3,517,833        | )
|Net cash provided by (used
      in) financing activities | $ | 6,558,358         |  
|Effects of Exchange Rate Change in Cash                   | $ | 451,751           |  
|Net Increase in Cash and Cash
      Equivalents           | $ | 759,021           |  
|Cash and Cash Equivalents, Beginning                      | $ | -                 |  
|Cash and Cash Equivalent, End                             | $ | 759,021           |  

Operating activities

Net cash used in operating activities was ($2,733,255) for the
nine months ended December 31, 2010, as compared to ($73,856) net cash used in
operating activities for the same period in 2009. The increase in operating
activities is mainly due to our commencement of operations in 2010, and expenses
incurred to become a public company during the nine months ended December 31,
2010, as compared to commencing extracting operations only for the Oct-Dec 2009
quarter and being a private company during the nine months ended December 31,
2009.

31

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Investing activities

Net cash used in investing activities for the nine months ended
December 31, 2010 was ($3,517,833), as compared to ($1,385,836) net cash used in
investing activities for the same period in 2009. This increase is mainly the
result of investing the majority of the cash received from CMTs Private
Placement transaction into acquisition of plant and equipment during the nine
months ended December 31, 2010.

Financing activities

Net cash provided by financing activities for the nine months
ended December 31, 2010 was $6,558,358, as compared to $1,459,292 net cash
provided by financing activities for the same period in 2009.

As discussed above, on May 12, 2010, we also completed a
private placement in which we issued and sold to certain accredited investors an
aggregate of 2,089,593 shares of our common stock for an aggregate purchase
price of $5,809,000, or $2.78 per share, and warrants to purchase up to
1,044,803 shares of our common stock. The warrants have a term of four years,
bear an exercise price of $3.61 per share (subject to customary adjustments),
are exercisable on a net exercise or cashless basis and are exercisable by
investors at any time after the closing date. As a result of this private
placement, we raised approximately $5.8 million in gross proceeds, which left us
with approximately $4.5 million in net proceeds after the deduction of offering
expenses in the amount of approximately $1.3 million.

As discussed above, due to the increased price of finished
copper, copper mining operations are now requiring copper refining and
extraction operations such as our Company to pay for the unprocessed ore upon
delivery, whereas prior practice in the industry was to pay once the copper had
been extracted and sold. Accordingly, in order to fully operate our MINI plant
operations at maximum capacity, we will need approximately $1.0 million in
upfront capital per plant in order to purchase sufficient unprocessed ore. In
addition, in order to more efficiently process the tailings located at our MINI
plant sites, we will need to purchase additional equipment for each of our
plants, which will cost approximately $500,000 per plant. Accordingly, in order
for us to operate our Ana Maria facility at capacity and commence operations at
one additional MINI plant, we will need to raise approximately $2.8 million. If
we are unable to raise these funds, we will be required to obtain the funds
through one or more bank loans which may be on terms less favorable to the
Company.

Obligations under Material Contracts

On July 1, 2008, we entered into an agreement with Contratista
en Geologia, Mineria y Construccion Jorge Orellana E.I.R.L., or Geominco, a
Chilean company wholly-owned by our Chief Executive Officer, Jorge Osvaldo
Orellana Orellana. Pursuant to this agreement, we retained Geominco to perform
certain construction, remediation and administrative services in relation to our
properties located in Matancilla and Salamanca. Payment for services performed
under the agreement are pursuant to monthly invoices submitted by Geominco which
are payable by us within 30 days. As of March 31, 2010, we owed 318,805,176
Pesos (approximately $607,873) to Geominco under the agreement, however, all
amounts payable were forgiven in connection with our reverse acquisition and
private placement transactions described below.

On September 11, 2008, we issued a promissory note to Geominco
in exchange for a loan of 200,000,000 Pesos (approximately $381,345). The entire
amount of the loan remained outstanding as of March 31, 2010, however, on June
17, 2010 Geominco forgave 186,308,540 Pesos of the indebtedness under this loan,
pursuant to a Loan Cancellation Agreement. Therefore, 13,691,460 Pesos
(approximately $26,106) of this loan, which does not bear interest and matures
on March 31, 2013, remains outstanding.

On December 30, 2008, we issued a second promissory note to
Geominco in exchange for a loan of 100,000,000 Pesos (approximately $190,672).
The promissory note does not bear interest and is payable on demand. The entire
amount of the loan remained outstanding as of March 31, 2010, however all
amounts payable pursuant to this loan were forgiven by Geominco on June
17, 2010, pursuant to a Loan Cancellation Agreement.

32

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On July 31, 2009, we issued a third promissory note to Geominco
in exchange for a loan of 250,000,000 Pesos (approximately $476,681). The
promissory note does not bear interest and matures on March 31, 2013. The entire
amount of the loan was outstanding as of March 31, 2010 and remains
outstanding.

On December 31, 2009, we issued a fourth promissory note to
Geominco in exchange for a loan of 554,200,000 Pesos (approximately $1,056,708).
The promissory note does not bear interest and matures on March 31, 2013. The
entire amount of the loan was outstanding as of March 31, 2010 and remains
outstanding.

On September 30, 2009, we issued a promissory note to Thomas
Cooper in exchange for a loan of 24,766,200 Pesos (approximately $47,222). The
promissory note bears interest at 18% per annum and is payable on demand. The
entire amount of the loan remained outstanding as of March 31, 2010, however all
amounts payable pursuant to this loan were repaid in connection with our reverse
acquisition and private placement transactions disclosed below.

From time to time, Minera has borrowed funds from its
shareholders, directors and officers. As of March 31, 2010, Minera had borrowed
200,000,000 Pesos (approximately $381,345) from Iván Orlando Vergara Huerta, a
shareholder, 231,000,000 Pesos (approximately $440,453) from Jorge Fernando
Pizarro Arriagada, a shareholder, and 6,320,000 Pesos (approximately $12,050)
from Alain Orellana Sejas, its Chief Operating Officer. The loan from Alain
Orellana Sejas was repaid in connection with our reverse acquisition and private
placement transactions described above. In addition, on June 17, 2010, Mr. Jorge
Fernando Pizarro Arriagada forgave 126,420,030 Pesos (approximately $241,048) of
the indebtedness under his loan and Mr. Iván Orlando Vergara Huerta forgave
34,229,250 Pesos (approximately $65,266) of the indebtedness under his loan,
pursuant to separate Loan Cancellation Agreements. Accordingly, as of September
30, 2010, the outstanding face values of the loans to Mr. Iván Orlando Vergara
Huerta and Mr. Jorge Fernando Pizarro, which do not bear interest and mature on
March 31, 2013, were approximately US $316,079 and $199,405, respectively.
[Update for December 31]

Inflation

Inflation does not materially affect our business or the
results of our operations.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to our stockholders.

Seasonality

The price of copper on the LME fluctuates during the year, with
prices tending to be stronger in the April to September period, and weaker in
the October to March period, subject to global supply and demand.

Critical Accounting Policies

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires our
management to make assumptions, estimates, and judgments that affect the amounts
reported, including the notes thereto, and related disclosures of commitments
and contingencies, if any. We have identified certain accounting policies that
are significant to the preparation of our financial statements. These accounting
policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those
that are most important to the portrayal of our financial condition and results
of operations and require managements difficult, subjective, or complex
judgment, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain and may change in subsequent periods.
Certain accounting estimates are particularly sensitive because of their
significance to financial statements and because of the possibility that future
events affecting the estimate may differ significantly from managements current
judgments. We believe the following critical accounting policies involve the
most significant estimates and judgments used in the preparation of our
financial statements:

33

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- Exploration Costs and Mineral Property Right Acquisitions.
  The Company is engaged in the acquisition and exploration of mining
  properties. Mineral property exploration costs are expensed as incurred.
  Mineral property acquisition costs are initially capitalized when incurred.
  The Company assesses the carrying costs for impairment under Accounting
  Standards 930 Extractive Activities  Mining (AS 930) at each fiscal quarter
  end. Impairment is recognized when the sum of the expected undiscounted future
  cash flows is less than the carrying amount of the mineral property.
  Impairment losses, if any, are measured as the excess of the carrying amount
  of the mineral property over its estimated fair value. When it has been
  determined that a mineral property can be economically developed as a result
  of establishing proven and probable reserves, the costs then incurred to
  develop such property, are capitalized. Such costs will be amortized using the
  units-of-production method over the estimated life of the proven and probable
  reserves. If mineral properties are subsequently abandoned or impaired, any
  capitalized costs will be charged to operations.
- Foreign Currency Translation. The Company uses the Current
  rate method to translate its financial statements from Chilean Pesos into
  U.S. Dollars. The assets and liabilities of the Company, except for the
  capital, are translated into U.S. Dollars using the rate of exchange
  prevailing at the balance sheet date. The capital is translated at the
  historical rate. Adjustments resulting from the translation of the balance
  sheets of the company into U.S. Dollars are recorded in stockholders' equity
  as part of accumulated comprehensive income. The statement of operations is
  translated at average rates during the reporting period. Gains or losses
  resulting from transactions in currencies other than the functional currencies
  are reflected in the statement of operations for the reporting periods. The
  statement of income and expenses are translated at average rates during the
  reporting period, with the exception of issue of share and payment of
  dividends which are translated at the historical rates. Due to the use of
  different rates for translation, the figures in the statement of changes in
  cash flows may not agree with the differences between the year end balances as
  shown in the balance sheets.
- Machinery and Equipment. Machinery and equipment is recorded
  at cost and is stated net of accumulated depreciation. Gains or losses on
  disposals are reflected as gain or loss in the year of disposal. The costs of
  improvements that extend the life of equipment are capitalized. These
  capitalized costs may include structural improvements, equipment, and
  fixtures. All ordinary repair and maintenance costs are expensed as incurred.
  Machinery and equipment are depreciated at rates sufficient to write off their
  cost over their estimated useful lives on a straight-line basis. The estimated
  useful lives of the assets are as follows: Property, Plant and Equipment -10
  years. Additions during the year are amortized on half year rule.
- Revenue Recognition. Copper sales prices are provisionally
  set on a specified future date based upon market commodity prices. Revenue is
  recognized at the time of delivery when risk of loss passes to the customer,
  and collectability is reasonably assured. CMT typically receives final payment
  the day following delivery of copper cathodes, which minimizes pricing
  differences. However, revenue is provisionally measured using forward market
  prices on the expected date that final selling prices will be fixed.
  Variations occur between the price recorded on the date of revenue recognition
  and the actual final price due to changes in market copper prices, which
  result in the existence of an embedded derivative in the accounts receivable.
  This embedded derivative is recorded at fair value each period until final
  settlement occurs, with changes in fair value classified as provisional price
  adjustments and included as a component of revenue. There were no provisional
  price adjustments during the period ended December 31, 2010.
- Comprehensive income. The Company has chosen to report
  comprehensive income in the statements of changes in stockholders deficiency.
  Comprehensive income comprised net income and all changes to stockholders'
  deficiency except those due to investments by owners and distributions to
  owners.
- Assets Retirement Obligation. The Company discloses its
  financial accounting and reporting obligations associated with the retirement
  of tangible long-lived assets and the associated retirement costs. This standard applies to
  legal obligations associated with the retirement of long- lived assets that
  result from the acquisition, construction, development and normal use of the
  asset. The fair value of a liability for an asset retirement obligation should
  be recognized in the period in which it is incurred if a reasonable estimate
  of fair value can be made. The fair value of the liability is added to the
  carrying amount of the associated asset and this additional carrying amount is
  depreciated over the life of the asset. The liability is accreted at the end
  of each period through charges to operating expense. If the obligation is
  settled for other than the carrying amount of the liability, the Company will
  recognize a gain or loss on settlement. As at December 31, 2010, there are no
  assets retirement obligations.

34

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- Income Taxes. The Company recognizes a liability or asset for
  deferred tax consequences of all temporary differences between the tax bases
  of assets and liabilities and their reported amounts in the financial
  statements that will result in taxable or deductible amounts in future years
  when the reported amounts of the assets and liabilities are recovered or
  settled. Deferred tax items mainly relate to net operating loss carry forwards
  and accrued expenses. These deferred tax assets or liabilities are measured
  using the enacted tax rates that will be in effect when the differences are
  expected to reverse. The effect on deferred tax assets and liabilities of a
  change in tax rates is recognized in income in the period that includes the
  enactment date. Deferred tax assets are reviewed periodically for
  recoverability, and valuation allowances are provided when it is more likely
  than not that some or all of the deferred tax assets may not be realized.
- Impairment and Disposal of Long-Lived Assets. The carrying
  values of long-lived assets are reviewed on a regular basis for the existence
  of facts or circumstances that may suggest impairment. For assets that are to
  be held and used, an impairment loss is recognized when the estimated
  undiscounted future cash flows associated with the asset or group of assets is
  less than their carrying value. If impairment exists, an adjustment is made to
  write the asset down to its fair value, and a loss is recorded as the
  difference between the carrying value and fair value.
- Accounting for Derivative Instruments and Hedging Activities.
  The Company recognizes all derivatives contracts as either assets or
  liabilities in the balance sheet and to measure them at fair value. If certain
  conditions are met, a derivative may be specifically designated as a hedge,
  the objective of which is to match the timing of gain or loss recognition on
  the hedging derivative with the recognition of (i) the changes in the fair
  value of the hedged asset or liability that are attributable to the hedged
  risk or (ii) the earnings effect of the hedged forecasted transaction. For a
  derivative not designated as a hedging instrument, the gain or loss is
  recognized in income in the period of change. The Company has not entered into
  derivative contracts either to hedge existing risks or for speculative
  purposes. The adoption of this pronouncement does not have an impact on the
  Companys financial statements.
  Earnings (Loss) Per Share.The Company computes net loss of
  both basic and diluted earnings per share, or EPS, on the face of the income
  statement. Basic EPS is computed by dividing net income (loss) available to
  common shareholders by the weighted average number of common shares
  outstanding during the year. Diluted EPS gives effect to all dilutive
  potential common shares outstanding during the period using the treasury stock
  method. In computing diluted EPS, the average stock price for the period is
  used in determining the number of shares assumed to be purchased from the
  exercise of stock options or warrants. The dilutive shares have been excluded
  from diluted loss per share calculation due to their anti-dilutive nature, as
  contemplated by ASC 260-10-50-1.
- Earnings (Loss) Per Share.

Recent Accounting Pronouncements

See Item 1 of Part I, Financial Statements  Note 1 
Accounting Policies  Recent Accounting Pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

Not Applicable.

35

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ITEMS 4 AND 4A(T). CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Exchange Act) that are designed to ensure that
information that would be required to be disclosed in Exchange Act reports is
recorded, processed, summarized and reported within the time period specified in
the SECs rules and forms, and that such information is accumulated and
communicated to our management, including to our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.

As required by Rule 13a-15 under the Exchange Act, our
management, including our Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as of December 31, 2010. Based on that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that as of
December 31, 2010, and as of the date that the evaluation of the effectiveness
of our disclosure controls and procedures was completed, our disclosure controls
and procedures were effective to satisfy the objectives for which they are
intended.

Changes in Internal Controls over Financial
Reporting

There were no changes in our internal controls over financial
reporting during the three months ended December 30, 2010 that have materially
affected, or are reasonably likely to materially affect our internal control
over financial reporting.

PART IIOTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits
and legal proceedings, which arise, in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in these,
or other matters, may arise from time to time that may harm our business. We are
currently not aware of any such legal proceedings or claims that we believe will
have a material adverse affect on our business, financial condition or operating
results.

ITEM 1A. RISK FACTORS.

In addition to the other information set forth in this report,
you should carefully consider the factors discussed in Part I, Item 1A. Risk
Factors in Exhibit 99.1 of Amendment No. 1 of our Current Report on Form 8-K
filed on August 12, 2010, which could materially affect our business, financial
condition or future results. The risks described in our Current Report on Form
8-K are not the only risks facing our Company. Additional risks and
uncertainties not currently known to us or that we currently deem to be
immaterial also may materially adversely affect our business, financial
condition or future results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.

We have not sold any equity securities during the quarter ended
December 31, 2010 which sale was not previously disclosed in a current report on
Form 8-K filed during that period.

36

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.[REMOVED AND RESERVED]

ITEM 5. OTHER INFORMATION.

We have no information to include that was required to be but
was not disclosed in a report on Form 8-K during the period covered by this Form
10-Q. There have been no material changes to the procedures by which security
holders may recommend nominees to our board of directors.

ITEM 6. EXHIBITS.

The following exhibits are filed as part of this report or
incorporated by reference:

|Exhibit |  |                                                                                                              
|------- |  | -------------------------------------------------------------------------------------------------------------
|Number  |  | Description                                                                                                  
|        |  |                                                                                                              
|31.1    |  | Certifications of Chief Executive Officer Pursuant to
      Section 302 of the Sarbanes-Oxley Act of
    2002
|        |  |                                                                                                              
|31.2    |  | Certifications of Chief Financial Officer Pursuant to
      Section 302 of the Sarbanes-Oxley Act of
  2002  
|        |  |                                                                                                              
|32.1    |  | Certifications of Chief Executive Officer Pursuant to
      Section 906 of the Sarbanes-Oxley Act of
  2002  
|        |  |                                                                                                              
|32.2    |  | Certifications of Chief Financial Officer Pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002    

37

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SIGNATURES

Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

|                         | Chile Mining Technologies Inc.                                      
|------------------------ | --------------------------------------------------------------------
|                         |                                                                     
|Dated: February 22, 2011 | /s/
      Jorge Osvaldo Orellana Orellana                           
|                         | Jorge Osvaldo Orellana Orellana                                     
|                         | Chairman and Chief Executive Officer                                
|                         | (Principal Executive Officer)                                       
|                         |                                                                     
|Dated: February 22, 2011 | /s/
      Jose Luis Munoz Aviles                                    
|                         | Jose Luis Munoz Aviles                                              
|                         | Chief Financial Officer                                             
|                         | (Principal Financial Officer and Principal
      Accounting Officer)

38

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EXHIBIT INDEX

|Exhibit |  |                                                                                                                
|------- |  | ---------------------------------------------------------------------------------------------------------------
|Number  |  | Description                                                                                                    
|        |  |                                                                                                                
|31.1    |  | Certifications of Chief Executive Officer Pursuant to
      Section 302 of the Sarbanes-Oxley Act of
      2002
|        |  |                                                                                                                
|31.2    |  | Certifications of Chief Financial Officer Pursuant to
      Section 302 of the Sarbanes-Oxley Act of
      2002
|        |  |                                                                                                                
|32.1    |  | Certifications of Chief Executive Officer Pursuant to
      Section 906 of the Sarbanes-Oxley Act of
      2002
|        |  |                                                                                                                
|32.2    |  | Certifications of Chief Financial Officer Pursuant to
      Section 906 of the Sarbanes-Oxley Act of
      2002

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