Exhibit
10.1

    

    
      
 

    

    
      San
Enrique

    

    
      


    

    
      MINERAL PROPERTY ACQUISITION
AGREEMENT

      
 

    

    
      Among:


    

    


    
      GARESTE
LIMITADA

    

    
      


    

    
      And:

    

    
       

    

    
      PACIFIC COPPER CHILE
LIMITADA


    

    


    
      Pacific Copper Chile
Limitada

    

    
      3040
North Campbell Ave., Suite 110 Tucson, Arizona USA 85719

       __________

       

      
        -- San
Enrique Mineral
Property Acquisition Agreement --

        -- Pacific Copper Chile
Limitada --

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        MINERAL PROPERTY ACQUISITION
AGREEMENT

         

        THIS
MINERAL PROPERTY ACQUISITION AGREEMENT is made and dated for reference
effective as of the 11th day of June, 2009 (the “Effective
Date”).

         

        AMONG
EACH OF:

        


        GARESTE
LIMITADA, a Chilean limited partnership having an address for delivery
and notice located at 280 Van Buren, Copiapo, Chile

        


        (“Gareste” or the “Vendor”);

        PARTY OF THE FIRST
PART

         

        AND:

        


        PACIFIC
COPPER CHILE LIMITADA, a limited liability company organized under the
laws of Chile, and having an address for notice and delivery located at 3040
North Campbell Ave., Suite 110, Tucson, Arizona USA 85719

        


        (“Pacific Chile” or the “Purchaser”);

        PARTY OF THE SECOND
PART

        


        (Gareste
and the Purchaser being hereinafter singularly also referred to as a “Party” and collectively
referred to as the “Parties” as the context so
requires).

         

        WHEREAS:

         

        A. Gareste, either directly or indirectly or through
its wholly-owned and controlled holding companies, affiliates, associates or
nominees, as the case may be, are the legal, beneficial and registered owners of certain mineral property interests
which are located in each
of the following jurisdictions (collectively, the “Property”):

        


        
          	
                   
      

                	
                  (a)

                	
                  the San Enrique property (“San
      Enrique”) located in Atacama Region III Chile, and comprising
      approximately 100 hectares;

                


        

        


        and which mineral property interests
comprising the Property are more particularly described in Schedule “A” which is
attached hereto and which forms a material part hereof;

        


        B. The
Purchaser is a subsidiary of Pacific Copper Corp. (“Pacific Copper”) a reporting
company incorporated under the laws of the State of Delaware, U.S.A., which is
in the business of seeking, acquiring and developing mineral resource property
interests of merit and has its common shares listed for trading on the NASD
over-the-counter Bulletin Board;

        


        C. As a consequence of various recent
discussions and negotiations as between the Parties hereto, Gareste has
agreed to sell to the Purchaser, and Pacific Chile has agreed to acquire an
undivided 100% legal, beneficial and registrable interest in and to each of the
mineral property interests comprising the Property; and

         

        
          
            
              
                
                  
                    
                      -- San
Enrique Mineral
Property Acquisition Agreement --

                      -- Pacific Copper Chile
Limitada --

                    

                  

                

              

            

          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        D. The
Parties hereto have agreed to enter into this Mineral Property Acquisition
Agreement (the “Agreement”) which formalizes
and replaces, in its entirety, such recent discussions and negotiations, and
which clarifies their respective duties and obligations in connection with the
acquisition by Pacific Chile of an undivided 100% legal, beneficial and
registrable interest in and to the mineral property interests comprising the
Property as a consequence thereof;

         

        NOW
THEREFORE THIS AGREEMENT WITNESSETH that, in consideration
of the mutual covenants and provisos herein contained, THE
PARTIES HERETO AGREE AS FOLLOWS:

         

        Article
1


        DEFINITIONS, SCHEDULES AND
INTERPRETATION

        


        1.1 Definitions.   For
the purposes of this Agreement, except as otherwise expressly provided or unless
the context otherwise requires, the following words and phrases shall have the
following meanings:

        


        
          	
                   
      

                	
                   (a)

                	
                  “Agreement” means this
      Mineral Property Acquisition Agreement as entered into between the Parties
      hereto, together with any amendments thereto and any Schedules as attached
      thereto;

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  “Closing” has the
      meaning ascribed to it in section “6.1” hereinbelow and includes, without
      limitation, the closing of each of the transactions contemplated hereby
      which shall occur after the conditions precedent set out in Article “5”
      hereinbelow have been satisfied in their
  entirety;

                


        

        


        
          	
                   
      

                	
                  (c)

                	
                  “Closing Date” has the
      meaning ascribed to it in section “6.1”
  hereinbelow;

                


        

        


        
          	
                   
      

                	
                  (d)

                	
                  “Confidential
      Information” has the meaning ascribed to it in section “12.1”
      hereinbelow;

                


        

        


        
          	
                   
      

                	
                  (e)

                	
                  “Defaulting Party” and
      “Non-Defaulting
      Party” have the meanings ascribed to them in section “15.1”
      hereinbelow;

                


        

        


        
          	
                   
      

                	
                  (f)

                	
                  “Effective Date” has the
      meaning ascribed to in on the front page of this
  Agreement;

                


        

        


        
          	
                   
      

                	
                  (g)

                	
                  “Indemnified Parties”
      and “Indemnified
      Party” have the meanings ascribed to them in section “16.1”
      hereinbelow;

                


        

        


        
          	
                   
      

                	
                  (h)

                	
                  “mortgage” has the
      meaning ascribed to it in section “8.1”
  hereinbelow;

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  “Party” or “Parties” means Gareste
      and/or the Purchaser hereto, together with their respective successors and
      permitted assigns as the context so
requires;

                


        

        


        
          	
                   
      

                	
                  (j)

                	
                  “person” or “persons” means an
      individual, corporation, partnership, party, trust, fund, association and
      any other organized group of persons and the personal or other legal
      representative of a person to whom the context can apply according to
      law;

                


        

         

        
          
            
              
                
                  -- San
Enrique Mineral
Property Acquisition Agreement --

                  -- Pacific Copper Chile
Limitada --

                

              

            

          

        

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  (k)

                	
                  “Property” has the
      meaning ascribed to it in recital “A.” hereinabove; and
      which mineral property interests comprising the Property are particularly
      described in Schedule “A” which is attached hereto together with any other
      claim or interests of the Parties hereto which are incorporated into the
      Property by the terms of this
Agreement;

                


        

        


        
          	
                   
      

                	
                  (l)

                	
                  “Property Documentation”
      means any and all technical records and other factual engineering data and
      information relating to the mineral property interests comprising the
      Property and including, without limitation, all plans, maps, agreements
      and records which are in the possession or control of any Party
      hereto;

                


        

        


        
          	
                   
      

                	
                  (m)

                	
                  “Property Rights” means
      all mineral licenses and all prioritized and protocoled applications for
      exploration licenses, permits, easements, rights-of-way, certificates,
      exclusive prospecting orders and other approvals obtained by either of the
      Parties either before or after the Effective Date of this Agreement and
      necessary for the exploration and development of any of the mineral
      property interests comprising the
Property;

                


        

        


        
          	
                   
      

                	
                  (n)

                	
                  “Purchaser” means
      Pacific Copper Chile Limitada, a limited liability company organized
      pursuant to the laws of Chile, or any successor company, however formed,
      whether as a result of merger, amalgamation or other
    action;

                


        

        


        
          	
                   
      

                	
                  (o)

                	
                  “Regulatory Approval”
      means the acceptance for filing of the transactions contemplated by this
      Agreement by the Regulatory
Authorities;

                


        

        


        
          	
                   
      

                	
                  (p)

                	
                  “Regulatory Authorities”
      means such regulatory bodies and agencies who have jurisdiction over the
      affairs of any of the Parties hereto and including, without limitation,
      all Regulatory Authorities from whom any such authorization, approval or
      other action is required to be obtained or to be made in connection with
      the transactions contemplated by this
Agreement;

                


        

        


        
          	
                   
      

                	
                  (q)

                	
                  “Securities Act” means
      the United States Securities Act of 1933,
      as amended, together with any Rules and Regulations promulgated
      thereunder;

                


        

        


        
          	
                   
      

                	
                  (r)

                	
                  “Subsidiary” means any
      company or companies of which more than 50% of the outstanding shares
      carrying votes at all times (provided that the ownership of such shares
      confers the right at all times to elect at least a majority of the board
      of directors of such company or companies) are for the time being owned by
      or held for a company and/or any other company in like relation to the
      company, and includes any company in like relation to the
      subsidiary;

                


        

         

        
          	
                   
      

                	
                  (s)

                	
                  “Vendor” means Gareste
      Limitada, a Chilean limited
partnership.

                


        

        


        1.2 Schedule. For the purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires, the following shall represent the Schedule which is attached
to this Agreement and which forms a material part hereof:

         

        
          
            	
                    Schedule

                  	
                    Description

                  
	 
      	 
      
	
                    Schedule
      “A”

                  	
                    Property

                  


          

        

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        1.3 Interpretation. For the purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

        


        
          	
                   
      

                	
                  (a)

                	
                  the
      words “herein”,
      “hereof” and
      “hereunder” and
      other words of similar import refer to this Agreement as a whole and not
      to any particular Article, section or other subdivision of this
      Agreement;

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  the
      headings are for convenience only and do not form a part of this Agreement
      nor are they intended to interpret, define or limit the scope or extent of
      this or any provision of this
Agreement;

                


        

        


        
          	
                   
      

                	
                  (c)

                	
                  any
      reference to an entity shall include and shall be deemed to be a reference
      to any entity that is a permitted successor to such entity;
      and

                


        

        


        
          	
                   
      

                	
                  (d)

                	
                  words
      in the singular include the plural and words in the masculine gender
      include the feminine and neuter genders, and vice
    versa.

                


        

         

        Article
2


        PURCHASE
AND SALE OF ASSETS

        


        2.1 Assets to
be Purchased.  Subject to the
terms and conditions hereof, on the Closing Date and as of the Effective Date,
Gareste shall sell the Property to Purchaser. Schedule A contains a true and
complete listing of all of the concessions which comprise the Property, and
which shall include all mines and workings, improvements, mineral reserves and
resources, mineral concessions, fee, deeded and leasehold lands and resources,
roads and easements, data, logs, plans, maps, intellectual property, fixed and
movable equipment, permits (to the extent assignable) and contracts, and all
other real and personal property owned by Gareste at, on or related to the
Property.

         

        2.2 Purchase
Price. The
purchase price for the Property (“Purchase Price”) shall consist of the
following items:

         

        a) For San Enrique, (i) Pacific Copper, to
fulfill Purchaser’s obligations to pay consideration hereunder, shall issue to
Vendor
seven  (7) million fully-paid, non-assessable shares of common stock
of Pacific Copper (“Shares”) to be delivered at Closing; and (ii) Purchaser
shall grant a 2% Net Smelter Return royalty (the “San Enrique Royalty”),
delivered at Closing, capped at US$6 million, one half  (1/2) of which can
be repurchased by Pacific Copper or Purchaser at any time prior to commencement
of commercial production thereon upon the payment to Gareste of $2
million.

         

        2.3 Closing.  Subject to the
closing conditions contained herein, the Closing shall take place at 2:00 pm
(Chilean Standard Time) on the Closing Date at
the offices of Gareste located at 280 Van Buren, Copiapo, Chile, or at such
other time and place as the Parties may agree in writing.

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        a) At
Closing, subject to performance by Purchaser, or waiver by Gareste (as
applicable) of all conditions to Gareste’s obligations in section 5.3, Gareste
shall execute and deliver or cause to be delivered the documents identified in
section 6.3.

         

        b) At
Closing, subject to performance by Gareste, or waiver by Purchaser (as
applicable) of all conditions to Purchaser’s obligations in Section 5.5,
Purchaser shall execute and deliver or cause to be delivered the documents
identified in Section 6.4.

         

        2.4 Resale
restrictions and legending of Share
certificates.   Gareste hereby acknowledges and agrees
that Purchaser makes no representations as to any resale or other restriction
affecting the Shares and that it is presently contemplated that the Shares will
be transferred to Gareste in reliance upon the registration and prospectus
exemptions contained in certain sections of the United States Securities Act of 1933 (the
“Securities Act”) which
will impose a trading restriction in the United States on the Shares for a
period of at least 6 months from the Closing Date (or one year if Gareste is
considered an affiliates of Pacific Copper).  In addition, Gareste
hereby also acknowledges and agrees that the obligation to transfer the Shares
pursuant to section 2.2 above will be subject to the Purchaser being satisfied
that an exemption from applicable registration and prospectus requirements is
available under the Securities Act and all applicable securities laws in respect
of each of the Shares.

        


        Gareste
hereby also acknowledges and understands that the Shares which Gareste is
acquiring have not been registered under the Securities Act or any state
securities laws, and, furthermore, that the Shares must be held indefinitely
unless subsequently registered under the Securities Act or an exemption from
such registration is available.  Gareste also acknowledges and
understands that the certificates representing the Shares will be stamped with
the following legend (or substantially equivalent language) restricting transfer
in the following manner if such restriction is required by the Regulatory
Authorities:

        


        “The
transfer of the securities represented by this certificate is prohibited except
in accordance with the provisions of Regulation S promulgated under the United
States Securities Act of 1933, as amended (the “Act”), pursuant to registration
under the Act or pursuant to an available exemption from
registration.  In addition, hedging transactions involving such
securities may not be conducted unless in compliance with the Act.”

         

        or

         

        “The
securities represented by this certificate have not been registered under the
United States Securities Act of 1933, as amended, or the laws of any state, and
have been issued pursuant to an exemption from registration pertaining to such
securities and pursuant to a representation by the security holder named hereon
that said securities have been acquired for purposes of investment and not for
purposes of distribution.  These securities may not be offered, sold,
transferred, pledged or hypothecated in the absence of registration, or the
availability of an exemption from such registration.  The stock
transfer agent has been ordered to effectuate transfers only in accordance with
the above instructions.”; 

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        
          and
Gareste hereby consents to the Purchaser making a notation on its records or
giving instructions to any transfer agent of the Purchaser in order to implement
the restrictions on transfer set forth and described
hereinabove.

        

        


        Gareste
also acknowledges and understands that:

        


        
          	
                   
      

                	
                  (a)

                	
                  the
      Shares are restricted securities within the meaning of “Rule 144” promulgated
      under the Securities Act;

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  the
      exemption from registration under Rule 144 will not be available in any
      event for at least six months from the date of transfer of Shares to
      Gareste, and even then will not be available unless (i) a public trading
      market then exists for the common stock of the Purchaser, (ii) adequate
      information concerning the Purchaser is then available to the public and
      (iii) other terms and conditions of Rule 144 are complied with;
      and

                


        

        


        
          	
                   
      

                	
                  (c)

                	
                  any
      sale of the Shares may be made by Gareste only in limited amounts in
      accordance with such terms and
conditions.

                


        

        


        2.5 Standstill
provisions.   In consideration of the Purchaser’s
agreement to purchase the Property and to enter into the terms and conditions of
this Agreement, Gareste hereby undertakes that it will not until the earlier of
the Closing Date or the termination of this Agreement approach or consider any
other potential purchasers, or make, invite, entertain or accept any offer or
proposal for the proposed sale of any mineral property interests comprising the
Property or, for that matter, disclose any of the terms of this Agreement,
without the Purchaser’s prior written consent.  In this regard Gareste
hereby acknowledges that the foregoing restrictions are important to the
business of the Purchaser and that a breach by Gareste of any of the covenants
herein contained would result in irreparable harm and significant damage to the
Purchaser that would not be adequately compensated for by monetary
award.  Accordingly, Gareste hereby agrees that, in the event of any
such breach, in addition to being entitled as a matter of right to apply to a
Court of competent equitable jurisdiction for relief by way of restraining
order, injunction, decree or otherwise as may be appropriate to ensure
compliance with the provisions hereof, Gareste will also be liable to the
Purchaser, as liquidated damages, for an amount equal to the amount received and
earned by any such Party as a result of and with respect to any such
breach.  Gareste also acknowledges and agrees that if any of the
aforesaid restrictions, activities, obligations or periods are considered by a
Court of competent jurisdiction as being unreasonable, it agrees that said Court
shall have authority to limit such restrictions, activities or periods as the
Court deems proper in the circumstances.

         

        Article
3

        REPRESENTATIONS, WARRANTIES
AND COVENANTS BY GARESTE

        


        3.1 General
representations, warranties and covenants by Gareste.   In
order to induce the Purchaser to enter into and consummate this Agreement,
Gareste hereby represents to, warrants to and covenants with the Purchaser, with
the intent that the Purchaser will rely thereon in entering into this Agreement
and in concluding the transactions contemplated herein, that, to the best of the
knowledge, information and belief of each of Gareste, after having made due
inquiry:

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  (a)

                	
                  Gareste
      is a limited liability company duly organized under the laws of the
      country of Chile, is validly existing and is in good standing with respect
      to all statutory filings required by Chilean law, is qualified to do
      business in those jurisdictions where it is necessary to fulfill each of
      the Vendor’s obligations under this Agreement, and Gareste has the full
      power and authority to enter into this Agreement and any agreement or
      instrument referred to or contemplated by this
  Agreement;

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  Gareste
      has the requisite power, authority and capacity to fulfill the Vendor’s
      obligations under this Agreement;

                


        

        


        
          	
                   
      

                	
                  (c)

                	
                  the
      execution and delivery of this Agreement and the agreements contemplated
      hereby have been duly authorized by all necessary action on the Vendor’s
      part;

                


        

        


        
          	
                   
      

                	
                  (d)

                	
                  this
      Agreement constitutes a legal, valid and binding obligation of Gareste
      enforceable against Gareste in accordance with its terms, except as
      enforcement may be limited by laws of general application affecting the
      rights of creditors;

                


        

        


        
          	
                   
      

                	
                  (e)

                	
                  prior
      to Closing Gareste will have obtained all authorizations, approvals,
      including Regulatory Approval, or waivers that may be necessary or
      desirable in connection with the transactions contemplated in this
      Agreement, and other actions by, and have made all filings with, any and
      all Regulatory Authorities from whom any such authorization, approval or
      other action is required to be obtained or to be made in connection with
      the transactions contemplated herein, and all such authorizations,
      approvals and other actions will be in full force and effect, and all such
      filings will have been accepted by each of Gareste who will be in
      compliance with, and have not committed any breach of, any securities
      laws, regulations or policies of any Regulatory Authority to which Gareste
      or any of the mineral property interests comprising the Property may be
      subject;

                


        

        


        
          	
                   
      

                	
                  (f)

                	
                  except
      for Regulatory Approval of this Agreement by the appropriate Regulatory
      Authorities, there are no other consents, approvals or conditions
      precedent to the performance of this Agreement which have not been
      obtained;

                


        

        


        
          	
                   
      

                	
                  (g)

                	
                  Gareste
      is not in breach of any laws, ordinances, statutes, regulations, by-laws,
      orders or decrees to which Gareste is subject or which apply to
      Gareste;

                


        

        


        
          	
                   
      

                	
                  (h)

                	
                  no
      proceedings are pending for, and Gareste is unaware of, any basis for the
      institution of any proceedings leading to the placing of Gareste in
      bankruptcy or subject to any other laws governing the affairs of insolvent
      persons;

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  Gareste
      has not received, nor has Gareste requested or does Gareste require to
      receive, any offering memorandum or similar document describing the
      business and affairs of the Purchaser in order to assist Gareste in
      entering into this Agreement and in consummating the transactions
      contemplated herein;

                


        

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  (j)

                	
                  except
      as otherwise provided for herein, Gareste has not retained, employed or
      introduced any broker, finder or other person who would be entitled to a
      brokerage commission or finder’s fee arising out of the transactions
      contemplated hereby;

                


        

        


        
          	
                   
      

                	
                  (k)

                	
                  Gareste
      is not, nor until or at the Closing Date will Gareste be, in breach of any
      provision or condition of, nor has Gareste done or omitted to do anything
      that, with or without the giving of notice or lapse or both, would
      constitute a breach of any provision or condition of, or give rise to any
      right to terminate or cancel or accelerate the maturity of any payment
      under, any deed of trust, contract, certificate, consent, permit, license
      or other instrument to which Gareste is a party, by which Gareste is bound
      or from which Gareste derives benefit, any judgment, decree, order, rule
      or regulation of any court or governmental authority to which Gareste is
      subject, or any statute or regulation applicable to Gareste, to an extent
      that, in the aggregate, has a material adverse effect on Gareste or on any
      of the mineral property interests comprising the
  Property;

                


        

        


        
          	
                   
      

                	
                  (l)

                	
                  Vendor
      will give to the Purchaser, within at least five calendar days prior to
      the Closing Date, by written notice, particulars
  of:

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  each
      occurrence within the Vendor’ knowledge after the Effective Date of this
      Agreement that, if it had occurred before the Effective Date, would have
      been contrary to any of the Vendor’s representations or warranties
      contained herein; and

                


        

        


        
          	
                   
      

                	
                  (ii)

                	
                  each
      occurrence or omission within the Vendor’s knowledge after the Effective
      Date that constitutes a breach of any of the Vendor’s covenants contained
      in this Agreement;

                


        

        


        
          	
                   
      

                	
                  (m)

                	
                  the
      making of this Agreement and the completion of the transactions
      contemplated hereby and the performance of and compliance with the terms
      hereof does not and will not:

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  conflict
      with or result in a breach of or violate any of the terms, conditions or
      provisions of any law, judgment, order, injunction, decree, regulation or
      ruling of any court or governmental authority, domestic or foreign, to
      which Gareste is subject, or constitute or result in a default under any
      agreement, contract or commitment to which Gareste is a
    party;

                


        

        


        
          	
                   
      

                	
                  (ii)

                	
                  give
      to any party the right of termination, cancellation or acceleration in or
      with respect to any agreement, contract or commitment to which Gareste is
      a party;

                


        

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  (iii)

                	
                  give
      to any government or governmental authority, or any municipality or any
      subdivision thereof, including any governmental department, commission,
      bureau, board or administration agency, any right of termination,
      cancellation or suspension of, or constitute a breach of or result in a
      default under, any permit, license, control or authority issued to Gareste
      which is necessary or desirable in connection with the conduct and
      operations of Vendor’s business and the ownership or leasing of each
      Vendor’s business assets; or

                


        

        


        
          	
                   
      

                	
                  (iv)

                	
                  constitute
      a default by Gareste, or any event which, with the giving of notice or
      lapse of time or both, might constitute an event of default, under any
      agreement, contract, indenture or other instrument relating to any
      indebtedness of Gareste which would give any party to that agreement,
      contract, indenture or other instrument the right to accelerate the
      maturity for the payment of any amount payable under that agreement,
      contract, indenture or other
instrument;

                


        

        


        
          	
                   
      

                	
                  (n)

                	
                  neither
      this Agreement nor any other document, certificate or statement furnished
      to the Purchaser by or on behalf of Gareste in connection with the
      transactions contemplated hereby knowingly or negligently contains any
      untrue or incomplete statement of material fact or omits to state a
      material fact necessary in order to make the statements therein not
      misleading which would likely affect the decision of the Purchaser to
      enter into this Agreement; and

                


        

        


        
          	
                   
      

                	
                  (o)

                	
                  Gareste
      is not aware of any fact or circumstance which has not been disclosed to
      the Purchaser which should be disclosed in order to prevent the
      representations, warranties and covenants contained in this section from
      being misleading or which would likely affect the decision of the
      Purchaser to enter into this
Agreement.

                


        

        


        3.2 Representations,
warranties and covenants by Gareste respecting the
Property.   In order to induce the Purchaser to enter into
and consummate this Agreement, Gareste hereby represents to, warrants to and
covenants with the Purchaser, with the intent that the Purchaser will also rely
thereon in entering into this Agreement and in concluding the transactions
contemplated herein, that, except as disclosed in Schedule 3.2 attached
hereto:

        


        
          	
                   
      

                	
                  (a)

                	
                  Gareste
      is the legal and beneficial owner of and holds good and marketable title
      to, and complete and exclusive possession of all of the mineral property
      interests comprising the Property; the particulars of which mineral
      property interests comprising the Property being more particularly
      described in Schedule “A” which is attached
  hereto;

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  Gareste
      is authorized to hold the right to explore and develop and operate, and
      rights of ingress to and egress from each of the mineral property
      interests comprising the Property and all Property Rights held by Gareste
      in and to the mineral property interests comprising the
      Property;

                


        

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  (c)

                	
                  Gareste
      holds all of the mineral property interests comprising the Property free
      and clear of all mortgages, liens, charges, encumbrances and claims of
      others;

                


        

        


        
          	
                   
      

                	
                  (d)

                	
                  no
      other person, firm or corporation has any written or oral agreement,
      option, understanding or commitment, or any right or privilege capable of
      becoming an agreement, for the purchase from Gareste of any interest in
      and to any of the mineral property interests comprising the
      Property;

                


        

        


        
          	
                   
      

                	
                  (e)

                	
                  the
      mineral property interests comprising the Property have been duly and
      validly located and recorded in a good and minerlike manner pursuant to
      applicable mining laws;

                


        

        


        
          	
                   
      

                	
                  (f)

                	
                  all
      permits and licenses covering the mineral property interests comprising
      the Property have been duly and validly issued pursuant to applicable
      mining laws and are in good standing by the proper doing and filing of
      assessment work and the payment of all fees, taxes and rentals in
      accordance with the requirements of applicable mining laws and the
      performance of all other actions necessary in that
  regard;

                


        

        


        
          	
                   
      

                	
                  (g)

                	
                  where
      appropriate, Gareste has insured the mineral property interests comprising
      the Property against loss or damage on a replacement cost
      basis;

                


        

        


        
          	
                   
      

                	
                  (h)

                	
                  all
      conditions on and relating to the mineral property interests comprising
      the Property and the operations conducted thereon by or on behalf of
      Gareste are in compliance with all applicable laws, regulations or orders
      and including, without limitation, all laws relating to environmental
      matters, waste disposal and storage and
  reclamation;

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  there
      are no outstanding orders or directions relating to environmental matters
      requiring any work, repairs, construction or capital expenditures with
      respect to any of the mineral property interests comprising the Property
      and the conduct of the operations related thereto, nor has Gareste
      received any notice of same;

                


        

        


        
          	
                   
      

                	
                  (j)

                	
                  there
      is no adverse claim or challenge against or to the ownership of or title
      to any of the mineral property interests comprising the Property or which
      may impede the development of any of the mineral interests comprising the
      Property, nor, to the best of the knowledge, information and belief of
      Gareste, after having made due inquiry, is there any basis for any
      potential claim or challenge, and no person has any royalty, net profits
      or other interests whatsoever in any production from any of the mineral
      property interests comprising the
Property;

                


        

        


        
          	
                   
      

                	
                  (k)

                	
                  there
      are no actions, suits, proceedings or investigations (whether or not
      purportedly against or on behalf of Gareste), pending or threatened, which
      may affect, without limitation, the rights of Gareste to transfer any
      interest in and to the mineral property interests comprising the Property
      to the Purchaser at law or in equity, or before or by any federal, state,
      provincial, municipal or other governmental department, commission, board,
      bureau, agency or instrumentality, domestic or foreign, and, without
      limitation, there are no claims or potential claims under any relevant
      family relations legislation or other equivalent legislation affecting any
      of the mineral property interests comprising the Property.  In
      addition, Gareste is not now aware of any existing ground on which any
      such action, suit or proceeding might be commenced with any reasonable
      likelihood of success;

                


        

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  (l)

                	
                  Gareste
      will deliver in the normal course to the Purchaser all Property
      Documentation in Gareste’ possession or control relating to the mineral
      property interests comprising the Property together with copies of all
      permits, permit applications and applications for exploration and
      exploitation rights respecting any of the mineral property interests
      comprising the Property;

                


        

        


        
          	
                   
      

                	
                  (m)

                	
                  Gareste
      is not aware of any fact or circumstance which has not been disclosed to
      the Purchaser which should be disclosed in order to prevent the
      representations and warranties contained in this section from being
      misleading or which would likely affect the decision of the Purchaser to
      enter into this Agreement.

                


        

        


        3.3 Continuity
of the representations, warranties and covenants by
Gareste.   The representations, warranties and covenants
by Gareste contained in this Article “3”, or in any certificates or documents
delivered pursuant to the provisions of this Agreement or in connection with the
transactions contemplated hereby, will be true at and as of the Closing Date as
though such representations, warranties and covenants were made at and as of
such time.  Notwithstanding any investigations or inquiries made by
the Purchaser or by the Purchaser’s professional advisors prior to the Closing
Date, or the waiver of any condition by the Purchaser, the representations,
warranties and covenants of Gareste contained in Section 3.2(a), (c), (j) and
(k) shall survive indefinitely and the other representations, warranties and
covenants contained in this Article “3” shall survive the Closing Date and shall
continue in full force and effect for a period of three years from the Closing
Date.

         

        Article
4

        WARRANTIES, REPRESENTATIONS
AND COVENANTS BY THE PURCHASER

        


        4.1 Warranties,
representations and covenants by the Purchaser.   In order
to induce Gareste to enter into and consummate this Agreement, the Purchaser
hereby warrants to, represents to and covenants with each of Gareste, with the
intent that Gareste will rely thereon in entering into this Agreement and in
concluding the transactions contemplated herein, that, to the best of the
knowledge, information and belief of the Purchaser, after having made due
inquiry:

        


        
          	
                   
      

                	
                  (a)

                	
                  the
      Purchaser is a limited liability company duly organized under the laws of
      the country of Chile, is validly existing and is in good standing with
      respect to all statutory filings required by Chilean
  law;

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  the
      Purchaser is qualified to do business in those jurisdictions where it is
      necessary to fulfill the Purchaser’s obligations under this Agreement, and
      the Purchaser has the full power and authority to enter into this
      Agreement and any agreement or instrument referred to or contemplated by
      this Agreement;

                


        

         

        
          
            
              
                
                  -- San
Enrique Mineral
Property Acquisition Agreement --

                  -- Pacific Copper Chile
Limitada --

                

              

            

          

        

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  (c)

                	
                  the
      execution and delivery of this Agreement and the agreements contemplated
      hereby have been duly authorized by all necessary corporate action on the
      Purchaser’s part;

                


        

        


        
          	
                   
      

                	
                  (d)

                	
                  prior
      to the Closing Date the Purchaser will have obtained all authorizations,
      approvals, including Regulatory Approval, or waivers that may be necessary
      or desirable in connection with the transactions contemplated in this
      Agreement, and other actions by, and have made all filings with, any and
      all Regulatory Authorities from whom any such authorization, approval or
      other action is required to be obtained or to be made in connection with
      the transactions contemplated herein, and all such authorizations,
      approvals and other actions will be in full force and effect, and all such
      filings will have been accepted by the Purchaser who will be in compliance
      with, and have not committed any breach of, any securities laws,
      regulations or policies of any Regulatory Authority to which the Purchaser
      may be subject;

                


        

        


        
          	
                   
      

                	
                  (e)

                	
                  except
      for Regulatory Approval of this Agreement by the appropriate Regulatory
      Authorities, there are no other consents, approvals or conditions
      precedent to the performance of this Agreement which have not been
      obtained;

                


        

        


        
          	
                   
      

                	
                  (f)

                	
                  this
      Agreement constitutes a legal, valid and binding obligation of the
      Purchaser enforceable against the Purchaser in accordance with its terms,
      except as enforcement may be limited by laws of general application
      affecting the rights of creditors;

                


        

        


        
          	
                   
      

                	
                  (g)

                	
                  no
      proceedings are pending for, and the Purchaser is unaware of, any basis
      for the institution of any proceedings leading to the dissolution or
      winding up of the Purchaser or the placing of the Purchaser in bankruptcy
      or subject to any other laws governing the affairs of insolvent
      companies;

                


        

        


        
          	
                   
      

                	
                  (h)

                	
                  there
      is no basis for and there are no actions, suits, judgments, investigations
      or proceedings outstanding or pending or, to the best of the knowledge,
      information and belief of the Purchaser, after making due inquiry,
      threatened against or affecting the Purchaser at law or in equity or
      before or by any federal, state, municipal or other governmental
      department, commission, board, bureau or
agency;

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  the
      Purchaser is not in breach of any laws, ordinances, statutes, regulations,
      by-laws, orders or decrees to which the Purchaser is subject or which
      apply to the Purchaser;

                


        

        


        
          	
                   
      

                	
                  (j)

                	
                  the
      Purchaser will save Gareste harmless in respect of all claims, liabilities
      and expenses arising out of the Purchaser’s activities on any of the
      mineral property interests comprising the
  Property;

                


        

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  (k)

                	
                  the
      Purchaser will do all work on the Property in a good and minerlike fashion
      and in accordance with all applicable laws, regulations, orders and
      ordinances of any governmental
authority;

                


        

        


        
          	
                   
      

                	
                  (l)

                	
                  the
      Purchaser is not in breach of any provision or condition of, nor has the
      Purchaser done or omitted anything that, with or without the giving of
      notice or lapse or both, would constitute a breach of any provision or
      condition of, or give rise to any right to terminate or cancel or
      accelerate the maturity of any payment under, any deed of trust, contract,
      certificate, consent, permit, license or other instrument to which the
      Purchaser is a party, by which the Purchaser is bound or from which the
      Purchaser derives benefit, any judgment, decree, order, rule or regulation
      of any court or governmental authority to which the Purchaser is subject,
      or any statute or regulation applicable to the Purchaser, to an extent
      that, in the aggregate, has a material adverse affect on the Purchaser’s
      ability to perform this Agreement;

                


        

        


        
          	
                   
      

                	
                  (m)

                	
                  the
      Purchaser will give to Gareste, within at least five calendar days prior
      to the Closing Date (as hereinafter defined), by written notice,
      particulars of:

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  each
      occurrence within the Purchaser’s knowledge after the Effective Date of
      this Agreement that, if it had occurred before the Effective Date, would
      have been contrary to any of the Purchaser’s representations or warranties
      contained herein; and

                


        

        


        
          	
                   
      

                	
                  (ii)

                	
                  each
      occurrence or omission within the Purchaser’s knowledge after the
      Effective Date that constitutes a breach of any of the Purchaser’s
      covenants contained in this
Agreement;

                


        

        


        
          	
                   
      

                	
                  (n)

                	
                  the
      making of this Agreement and the completion of the transactions
      contemplated hereby and the performance of and compliance with the terms
      hereof does not and will not:

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  conflict
      with or result in a breach of or violate any of the terms, conditions or
      provisions of the incorporation documents of the
  Purchaser;

                


        

        


        
          	
                   
      

                	
                  (ii)

                	
                  conflict
      with or result in a breach of or violate any of the terms, conditions or
      provisions of any law, judgment, order, injunction, decree, regulation or
      ruling of any court or governmental authority, domestic or foreign, to
      which the Purchaser is subject, or constitute or result in a default under
      any agreement, contract or commitment to which the Purchaser is a
      party;

                


        

        


        
          	
                   
      

                	
                  (iii)

                	
                  give
      to any party the right of termination, cancellation or acceleration in or
      with respect to any agreement, contract or commitment to which the
      Purchaser is a party;

                


        

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  (iv)

                	
                  give
      to any government or governmental authority, or any municipality or any
      subdivision thereof, including any governmental department, commission,
      bureau, board or administration agency, any right of termination,
      cancellation or suspension of, or constitute a breach of or result in a
      default under, any permit, license, control or authority issued to the
      Purchaser which is necessary or desirable in connection with the conduct
      and operations of the Purchaser’s business and the ownership or leasing of
      the Purchaser’s business assets; or

                


        

        


        
          	
                   
      

                	
                  (v)

                	
                  constitute
      a default by the Purchaser or any event which, with the giving of notice
      or lapse of time or both, might constitute an event of default, under any
      agreement, contract, indenture or other instrument relating to any
      indebtedness of the Purchaser which would give any party to that
      agreement, contract, indenture or other instrument the right to accelerate
      the maturity for the payment of any amount payable under that agreement,
      contract, indenture or other
instrument;

                


        

        


        
          	
                   
      

                	
                  (o)

                	
                  neither
      this Agreement nor any other document, certificate or statement furnished
      to Gareste by or on behalf of the Purchaser in connection with the
      transactions contemplated hereby knowingly or negligently contains any
      untrue or incomplete statement of material fact or omits to state a
      material fact necessary in order to make the statements therein not
      misleading; and

                


        

        


        
          	
                   
      

                	
                  (p)

                	
                  the
      Purchaser is not aware of any fact or circumstance which has not been
      disclosed to Gareste which should be disclosed in order to prevent the
      representations, warranties and covenants contained in this section from
      being misleading or which would likely affect the decision of Gareste to
      enter into this Agreement.

                


        

        


        4.2 Continuity
of the representations, warranties and covenants by the
Purchaser.   The representations, warranties and covenants
of the Purchaser contained in this Article “4”, or in any certificates or
documents delivered pursuant to the provisions of this Agreement or in
connection with the transactions contemplated hereby, will be true at and as of
the Closing Date as though such representations, warranties and covenants were
made at and as of such time.  Notwithstanding any investigations or
inquiries made by Gareste or by Gareste’ professional advisors prior to the
Closing Date, or the waiver of any condition by Gareste, the representations,
warranties and covenants of the Purchaser contained in this Article “4” shall
survive the Closing Date and shall continue in full force and effect for a
period of three years from the Closing Date; provided, however, that the
Purchaser shall not be responsible for the breach of any representation,
warranty or covenant of the Purchaser contained herein caused by any act or
omission of Gareste prior to the Effective Date hereof of which the Purchaser
was unaware or as a result of any action taken by Gareste after the Effective
Date.

         

        Article
5

        CONDITIONS PRECEDENT TO
CLOSING

        


        5.1 Parties’
conditions precedent prior to the Closing Date.  All of the
rights, duties and obligations of each of the Parties hereto under this
Agreement are subject to the following conditions precedent for the exclusive
benefit of each of the Parties fulfilled in all material aspects in the
reasonable opinion of each of the Parties or to be waived by each or any of the
Parties, as the case may be, as soon as possible after the Effective Date,
however, unless specifically indicated as otherwise and not later than 10
calendar days prior to the Closing Date:

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  (a)

                	
                  receipt
      of all necessary approvals, including Regulatory Approval, from all
      Regulatory Authorities having jurisdiction over the Parties hereto and the
      transactions contemplated by this Agreement, to the terms and conditions
      of and the transactions contemplated by this Agreement;
  and

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  if
      required, the management or shareholders of the Purchaser passing an
      ordinary resolution or, where required, a special resolution, approving
      the terms and conditions of this Agreement and all of the transactions
      contemplated hereby or, in the alternative, shareholders of the Purchaser
      holding 100% of the issued shares of the Purchaser providing written
      consent resolutions evidencing their approval to the terms and conditions
      of this Agreement and all of the transactions contemplated
      hereby.

                


        

        


        5.2 Parties’
waiver of conditions precedent.   The conditions precedent
set forth in section “5.1” hereinabove are for the exclusive benefit of each of
the Parties hereto and may be waived by each or any of the Parties in writing
and in whole or in part at any time.

        


        5.3 Gareste’s
conditions precedent.   The rights, duties and obligations
of Gareste under this Agreement are also subject to the following conditions
precedent for the exclusive benefit of Gareste fulfilled in all material aspects
in the reasonable opinion of Gareste or to be waived by Gareste as soon as
possible after the Effective Date, however, unless specifically indicated as
otherwise, not later than 10 calendar days prior to the Closing
Date:

        


        
          	
                   
      

                	
                  (a)

                	
                  the
      representations, warranties and covenants of the Purchaser contained
      herein shall be true and correct;

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  the
      Purchaser shall have complied with all warranties, representations,
      covenants and agreements herein agreed to be performed or caused to be
      performed by the Purchaser;

                


        

        


        
          	
                   
      

                	
                  (c)

                	
                  the
      Purchaser will have obtained all authorizations, approvals, including
      Regulatory Approval, or waivers that may be necessary or desirable in
      connection with the transactions contemplated in this Agreement, and other
      actions by, and have made all filings with, any and all Regulatory
      Authorities from whom any such authorization, approval or other action is
      required to be obtained or to be made in connection with the transactions
      contemplated herein, and all such authorizations, approvals and other
      actions will be in full force and effect, and all such filings will have
      been accepted by the Purchaser who will be in compliance with, and have
      not committed any breach of, any securities laws, regulations or policies
      of any Regulatory Authority to which the Purchaser may be
      subject;

                


        

        


        
          	
                   
      

                	
                  (d)

                	
                  all
      matters which, in the opinion of counsel for Gareste, are material in
      connection with the transactions contemplated by this Agreement shall be
      subject to the favorable opinion of such counsel, and all relevant records
      and information shall be supplied to such counsel for that
      purpose;

                


        

        


        
          	
                   
      

                	
                  (e)

                	
                  no
      material loss or destruction of or damage to the Purchaser shall have
      occurred since the Effective Date;

                


        

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  (f)

                	
                  no
      action or proceeding at law or in equity shall be pending or threatened by
      any person, company, firm, governmental authority, regulatory body or
      agency to enjoin or prohibit:

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  the
      purchase or transfer of any interest in and to the mineral property
      interests comprising the Property as contemplated by this Agreement or the
      right of Gareste to dispose of any interest in and to any of the mineral
      property interests comprising the Property;
or

                


        

        


        
          	
                   
      

                	
                  (ii)

                	
                  the
      right of the Purchaser to conduct the Purchaser’s operations and carry on,
      in the normal course, the Purchaser’s business and operations as the
      Purchaser has carried on in the
past;

                


        

        


        
          	
                   
      

                	
                  (g)

                	
                  the
      delivery to Gareste (if requested) by the Purchaser, on a confidential
      basis, of the following documentation and
  information:

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  a
      copy of all material contracts, agreements, reports and title information
      of any nature respecting the Purchaser and each of its affiliates, if any;
      and

                


        

        


        
          	
                   
      

                	
                  (ii)

                	
                  details
      of any lawsuits, claims or potential claims relating to the Purchaser or
      to any of the Purchaser’s affiliates of which the Purchaser is aware and
      Gareste is unaware;

                


        

        


        
          	
                   
      

                	
                  (h)

                	
                  the
      Purchaser will, for a period of not less than five calendar days during
      the period commencing on the Effective Date and continuing until not later
      than 10 calendar days prior to Closing, during normal business
      hours:

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  make
      available for inspection by the solicitors, auditors and representatives
      of Gareste, at such location as is appropriate, all of the Purchaser’s and
      each of the Purchaser’s affiliates, if any, books, records, contracts,
      documents, correspondence and other written materials, and afford such
      persons every reasonable opportunity to make copies thereof and take
      extracts therefrom at the sole cost of Gareste; provided such persons do
      not unduly interfere in the operations of the Purchaser or any of the
      Purchaser’s subsidiaries, if any;

                


        

        


        
          	
                   
      

                	
                  (ii)

                	
                  authorize
      and permit such persons at the risk and the sole cost of Gareste, and only
      if such persons do not unduly interfere in the operations of the Purchaser
      and each of the Purchaser’s subsidiaries, if any, to attend at all of
      their places of business and operations to observe the conduct of their
      businesses and operations, inspect their properties and assets and make
      physical counts of their inventories, shipments and deliveries;
      and

                


        

        


        
          	
                   
      

                	
                  (iii)

                	
                  require
      the Purchaser’s and each of the Purchaser’s affiliates, if any, management
      personnel to respond to all reasonable inquiries concerning the
      Purchaser’s and each of the Purchaser’s affiliates, if any, business
      assets or the conduct of their businesses relating to their liabilities
      and obligations; and

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  the
      completion by Gareste and by Gareste’ professional advisors of a thorough
      due diligence and operations review of the businesses and operations of
      the Purchaser and each of the Purchaser’s affiliates, if any, to the sole
      and absolute satisfaction of
Gareste.

                


        

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

        5.4 Gareste’s
waiver of conditions precedent.   The conditions precedent
set forth in section “5.3” hereinabove are for the exclusive benefit of Gareste
and may be waived by Gareste in writing and in whole or in part at any time
after the Effective Date, however, unless specifically indicated as otherwise,
not later than 5 calendar days prior to the Closing Date.

        


        5.5 The
Purchaser’s conditions precedent.   The rights, duties and
obligations of the Purchaser under this Agreement are also subject to the
following conditions precedent for the exclusive benefit of the Purchaser
fulfilled in all material aspects in the reasonable opinion of the Purchaser or
to be waived by the Purchaser as soon as possible after the Effective
Date:

        


        
          	
                   
      

                	
                  (a)

                	
                  the
      representations, warranties and covenants of Gareste contained herein
      shall be true and correct;

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  Gareste
      shall have complied with all warranties, representations, covenants and
      agreements herein agreed to be performed or caused to be performed by
      Gareste;

                


        

        


        
          	
                   
      

                	
                  (c)

                	
                  Gareste
      will have obtained all authorizations, approvals, including Regulatory
      Approval, or waivers that may be necessary or desirable in connection with
      the transactions contemplated in this Agreement, and other actions by, and
      have made all filings with, any and all Regulatory Authorities from whom
      any such authorization, approval or other action is required to be
      obtained or to be made in connection with the transactions contemplated
      herein, and all such authorizations, approvals and other actions will be
      in full force and effect, and all such filings will have been accepted by
      Gareste who will be in compliance with, and have not committed any breach
      of, any securities laws, regulations or policies of any Regulatory
      Authority to which Gareste may be
subject;

                


        

        


        
          	
                   
      

                	
                  (d)

                	
                  all
      matters which, in the opinion of counsel for the Purchaser, are material
      in connection with the transactions contemplated by this Agreement shall
      be subject to the favorable opinion of such counsel, and all relevant
      records and information shall be supplied to such counsel for that
      purpose;

                


        

        


        
          	
                   
      

                	
                  (e)

                	
                  no
      material loss or destruction of or damage to any of the mineral property
      interests comprising the Property shall have occurred since the Effective
      Date;

                


        

        


        
          	
                   
      

                	
                  (f)

                	
                  no
      action or proceeding at law or in equity shall be pending or threatened by
      any person, company, firm, governmental authority, regulatory body or
      agency to enjoin or prohibit:

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  the
      sale or transfer of any interest in and to the mineral property interests
      comprising the Property as contemplated by this Agreement or the right of
      the Purchaser to acquire any interest in and to any of the mineral
      property interests comprising the Property;
or

                


        

        


        
          	
                   
      

                	
                  (ii)

                	
                  the
      right of the Purchaser to conduct the Purchaser’s operations and carry on,
      in the normal course, the Purchaser’s business and operations as the
      Purchaser has carried on in the
past;

                


        

        


        
          	
                   
      

                	
                  (g)

                	
                  the
      delivery to the Purchaser by Gareste (if requested), on a confidential
      basis, of all Property Documentation and including, without
      limitation,:

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  a
      copy of all material contracts, agreements, reports and title information
      of any nature respecting any of the mineral interests comprising the
      Property; and

                


        

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  (ii)

                	
                  details
      of any lawsuits, claims or potential claims relating to any of the mineral
      interests comprising the Property of which Gareste are aware and the
      Purchaser is unaware;

                


        

        


        
          	
                   
      

                	
                  (h)

                	
                  certification
      by Gareste to the Purchaser in a form satisfactory to the Purchaser,
      acting reasonably, dated as at the date of delivery, to the effect
      that:

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  Gareste
      is the legal and beneficial owner of all of the mineral property interests
      comprising the Property prior to the completion of the transactions
      contemplated by this Agreement;

                


        

        


        
          	
                   
      

                	
                  (ii)

                	
                  the
      Vendor holds the right to explore and develop each of the mineral property
      interests comprising the Property and all Property Rights held by Gareste
      in and to the mineral property interests comprising the
      Property;

                


        

        


        
          	
                   
      

                	
                  (iii)

                	
                  Gareste
      hold all of the mineral property interests comprising the Property free
      and clear of all liens, charges and claims of
  others;

                


        

        


        
          	
                   
      

                	
                  (iv)

                	
                  the
      mineral property interests comprising the Property have been duly and
      validly located and recorded in a good and minerlike manner pursuant to
      all applicable laws and are in good
standing;

                


        

        


        
          	
                   
      

                	
                  (v)

                	
                  based
      on actual knowledge and belief, Gareste know of no adverse claim or
      challenge against or to the ownership of or title to any of the mineral
      property interests comprising the Property or which may impede their
      development, and, based on actual knowledge and belief, such counsel is
      not aware of any basis for any potential claim or challenge, and, based on
      actual knowledge and belief, such counsel knows of no outstanding
      agreements or options to acquire or purchase any portion of any of the
      mineral property interests comprising the Property, and no person has any
      royalty, net profits or other interest whatsoever in any production from
      any of the mineral property interests comprising the
    Property;

                


        

        


        
          	
                   
      

                	
                  (vi)

                	
                  based
      on actual knowledge and belief, such counsel knows of no claims,
      judgments, actions, suits, litigation, proceedings or investigations,
      actual, pending or threatened, against any of Gareste which might
      materially affect any of the mineral property interests comprising the
      Property or which could result in any material liability to either of
      Gareste or to any of the mineral property interests comprising the
      Property; and

                


        

        


        
          	
                   
      

                	
                  (vii)

                	
                  as
      to all other legal matters of a like nature pertaining to Gareste and the
      mineral property interests comprising the Property and to the transactions
      contemplated hereby as the Purchaser or the Purchaser’s counsel may
      reasonably require; and

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  the
      completion by the Purchaser and by the Purchaser’s professional advisors
      of a thorough due diligence and operations review of the mineral property
      interests comprising the Property, of the business and operations of
      Gareste and of the transferability of the mineral property interests
      comprising the Property as contemplated by this Agreement, to the sole and
      absolute satisfaction of the
Purchaser.

                


        

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

        5.6 Purchaser’s
waiver of conditions precedent.   The conditions precedent
set forth in section “5.5” hereinabove are for the exclusive benefit of the
Purchaser and may be waived by the Purchaser in writing and in whole or in part
at any after the Effective Date, however, unless specifically indicated as
otherwise, not later than 5 calendar days prior to the Closing
Date.

        


        Article
6

        CLOSING AND EVENTS OF
CLOSING

        


        6.1 Closing
and Closing Date.   The closing (the “Closing”) of the purchase,
sale and delivery of an undivided 100% interest in and to the mineral property
interests comprising the Property, as contemplated in the manner as set forth in
Article “2” hereinabove, together with all of the transactions contemplated by
this Agreement, shall occur on July 31, 2009 (the “Closing Date”), or on such
earlier or later Closing Date as may be agreed to in advance by the Parties
hereto, and will be closed at the offices of the Vendor at 280 Van Buren,
Copiapo, Chile at 2:00 p.m. (local time) on the Closing Date.

        


        6.2 Latest
Closing Date.   If the Closing has not occurred within 90
calendar days from the Effective Date, then this Agreement will be terminated
and unenforceable unless the Parties hereto agree in writing to grant an
extension of such Closing Date.

        


        6.3 Documents
to be delivered by Gareste by the Closing Date.   In
addition to the documentation which is required by the agreements and conditions
precedent which are set forth in elsewhere this Agreement, Gareste shall also
execute and deliver, or cause to be delivered all such other documents,
resolutions and instruments as may be necessary, in the opinion of counsel for
the Purchaser, acting reasonably, to complete all of the transactions
contemplated by this Agreement and including, without limitation, the necessary
transfer of an undivided 100% legal, beneficial and registrable interest in and
to each of the mineral property interests comprising the Property to the
Purchaser (or, at the sole and absolute discretion of the Purchaser, to such
other entity or subsidiary as may be determined by the Purchaser prior to the
Closing Date) free and clear of all liens, charges and encumbrances, and in
particular including, but not being limited to, the following
materials:

        


        
          	
                   
      

                	
                  (a)

                	
                  all
      documentation as may be necessary and as may be required by the counsel
      for the Purchaser, acting reasonably, to ensure that an undivided 100%
      legal, beneficial and registrable interest in and to each of the mineral
      property interests comprising the Property have been duly transferred,
      assigned and are registrable in the name of and for the benefit of the
      Purchaser (or, at the sole and absolute discretion of the Purchaser, to
      such other entity or subsidiary as may be determined by the Purchaser)
      under all applicable laws;

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  all
      necessary deeds, conveyances, bills of sale, assurances, transfers,
      assignments and consents, including all necessary consents and approvals,
      and any other documents necessary or reasonably required to effectively
      transfer an undivided 100% legal, beneficial and registrable interest in
      and to each of the mineral property interests comprising the Property to
      the Purchaser (or, at the sole and absolute discretion of the Purchaser,
      to such other entity or subsidiary as may be determined by the Purchaser)
      with good and marketable title, free and clear of all mortgages, liens,
      charges, pledges, claims, security interests or encumbrances
      whatsoever;

                


        

        


        
          	
                   
      

                	
                  (c)

                	
                  all
      necessary consents and approvals in writing to the completion of the
      transactions contemplated herein and including, without limitation,
      Regulatory Approval from all Regulatory Authorities having jurisdiction
      over any of Gareste or any of the mineral property interests comprising
      the Property;

                


        

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  (d)

                	
                  confirmation
      by Gareste that as at the Closing Date, certification that the
      representations, warranties, covenants and agreements of Gareste contained
      in this Agreement are true and correct in all respects as of the Closing
      Date as if made by Gareste on the Closing Date
  including;

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  Gareste
      is the legal and beneficial owner of all of the mineral property interests
      comprising the Property prior to the completion of the transactions
      contemplated by this Agreement;

                


        

        


        
          	
                   
      

                	
                  (ii)

                	
                  Gareste
      holds the right to explore and develop each of the mineral property
      interests comprising the Property and all Property Rights held by Gareste
      in and to the mineral property interests comprising the
      Property;

                


        

        


        
          	
                   
      

                	
                  (iii)

                	
                  Gareste
      holds all of the mineral property interests comprising the Property free
      and clear of all liens, charges and claims of
  others;

                


        

        


        
          	
                   
      

                	
                  (iv)

                	
                  the
      mineral property interests comprising the Property have been duly and
      validly located and recorded in a good and minerlike manner pursuant to
      all applicable laws and are in good
standing;

                


        

        


        
          	
                   
      

                	
                  (v)

                	
                  all
      necessary steps have been taken by Gareste to permit the transfer of an
      undivided 100% legal, beneficial and registrable interest in and to each
      of the mineral property interests comprising the Property to the Purchaser
      (or, at the sole and absolute discretion of the Purchaser, to such other
      entity or subsidiary as may be determined by the Purchaser) with good and
      marketable title, free and clear of all mortgages, liens, charges,
      pledges, claims, security interests or encumbrances
      whatsoever;

                


        

        


        
          	
                   
      

                	
                  (vi)

                	
                  based
      on actual knowledge and belief, such counsel knows of no adverse claim or
      challenge against or to the ownership of or title to any of the mineral
      property interests comprising the Property or which may impede their
      development, and, based on actual knowledge and belief, such counsel is
      not aware of any basis for any potential claim or challenge, and, based on
      actual knowledge and belief, such counsel knows of no outstanding
      agreements or options to acquire or purchase any portion of any of the
      mineral property interests comprising the Property, and no person has any
      royalty, net profits or other interest whatsoever in any production from
      any of the mineral property interests comprising the
    Property;

                


        

        


        
          	
                   
      

                	
                  (vii)

                	
                  based
      on actual knowledge and belief, such counsel knows of no claims,
      judgments, actions, suits, litigation, proceedings or investigations,
      actual, pending or threatened, against any of Gareste which might
      materially affect any of the mineral property interests comprising the
      Property or which could result in any material liability to either of
      Gareste or to any of the mineral property interests comprising the
      Property; and

                


        

        


        
          	
                   
      

                	
                  (viii)

                	
                  as
      to all other legal matters of a like nature pertaining to Gareste and the
      mineral property interests comprising the Property and to the transactions
      contemplated hereby as the Purchaser or the Purchaser’s counsel may
      reasonably require; and

                


        

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  (e)

                	
                  any
      remaining Property Documentation;
and

                


        

        


        
          	
                   
      

                	
                  (f)

                	
                  all
      such other documents and instruments as the Purchaser and the Purchaser’s
      counsel may reasonably require.

                


        

        


        6.4 Documents
to be delivered by the Purchaser by the Closing Date.   In
addition to the documentation which is required by the agreements and conditions
precedent which are set forth elsewhere in this Agreement, the Purchaser shall
also execute and deliver, or cause to be delivered, to the Escrow Agent all such
other documents, resolutions and instruments as are necessary, in the opinion of
counsel for Gareste, acting reasonably, to complete all of the transactions
contemplated by this Agreement and transfer to the Purchaser (or, at the sole
and absolute discretion of the Purchaser, to such other entity or affiliate as
may be determined by the Purchaser prior to the Closing Date) of an undivided
100% legal, beneficial and registrable interest in and to the mineral property
interests comprising the Property free and clear of all liens, charges and
encumbrances, and in particular including, but not being limited to, the
following materials:

        


        
          	
                   
      

                	
                  (a)

                	
                  a
      Closing agenda;

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  if
      required, a certified copy of an ordinary resolution or, where required, a
      special resolution, of the management or owners of the Purchaser approving
      the terms and conditions of this Agreement and all of the transactions
      contemplated hereby or, in the alternative, owners of the Purchaser
      holding 100% of the issued shares of the Purchaser providing written
      consent resolutions evidencing their approval to the terms and conditions
      of this Agreement and all of the transactions contemplated
      hereby;

                


        

        


        
          	
                   
      

                	
                  (c)

                	
                  a
      certified copy of the resolutions of the directors of the Purchaser
      providing for the approval of the terms and conditions of this Agreement
      and all of the transactions contemplated
hereby;

                


        

        


        
          	
                   
      

                	
                  (d)

                	
                  all
      necessary consents and approvals in writing to the completion of the
      transactions contemplated herein and including, without limitation,
      Regulatory Approval from all Regulatory Authorities having jurisdiction
      over the Purchaser;

                


        

        


        
          	
                   
      

                	
                  (e)

                	
                  a
      certificate of an officer or manager of the Purchaser, dated as at the
      Closing Date, acceptable in form to counsel for Gareste, acting
      reasonably, certifying that the representations, warranties, covenants and
      agreements of the Purchaser contained in this Agreement are true and
      correct in all respects as of the Closing Date as if made by the Purchaser
      on the Closing Date; and

                


        

        


        
          	
                   
      

                	
                  (f)

                	
                  all
      such other documents and instruments as Gareste and Gareste’ counsel may
      reasonably require.

                


        

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

        
Article7

        ISSUANCE OF SHARES BY
PACIFIC COPPER

        


        Gareste represents, warrants
and covenants to Purchaser and Pacific Copper, on behalf of itself and the
partners and owners of Gareste as follows.

        


        
          	
                   
      

                	
                  ·

                	
                  Gareste
      understands that the issuance of the Shares at Closing is intended to be
      exempt from registration under the Securities Act of 1933, as amended (the
      “Securities Act”), pursuant to Section 4(2) of the Securities
      Act.

                


        

        


        
          	
                   
      

                	
                  ·

                	
                  Gareste
      and its owners/partners are “accredited investors” as that term is used in
      the Securities Act and regulations promulgated under the Securities
      Act.

                


        

        


        
          	
                   
      

                	
                  ·

                	
                  Gareste
      has had access to the disclosure filings of Pacific Copper on file with
      the Securities and Exchange Commission including the Company’s
      registration statement and all annual, quarterly and periodic filings
      (collectively, the “Disclosure Filings”), has carefully reviewed the
      Disclosure Filings and understands and has relied on the information
      contained therein.

                


        

        


        
          	
                   
      

                	
                  ·

                	
                  Gareste
      has had a reasonable opportunity to ask questions of and receive answers
      from a person or persons acting on behalf of Pacific Copper concerning
      Shares, and all such questions have been answered to the full satisfaction
      of the undersigned.

                


        

        


        
          	
                   
      

                	
                  ·

                	
                  Both
      partners of Gareste are Directors of Pacific Chile, and a partner of
      Gareste is a Director and Officer of Pacific Copper, and both are familiar
      with all of the affairs of Pacific Copper and its Disclosure
      Filings.

                


        

        


        
          	
                   
      

                	
                  ·

                	
                  Gareste
      and its owners/partners have such knowledge and experience in financial,
      tax and business matters so as to enable it to utilize the information
      made available to it in connection with the the issuance of the Shares as
      contemplated herein in order to evaluate the merits and risks of an
      investment in the Shares and to make an informed investment decision with
      respect thereto.

                


        

        


        
          	
                   
      

                	
                  ·

                	
                  Gareste
      is acquiring the Shares solely for its own account as principal, for
      investment purposes only and not with a view to the resale or distribution
      thereof, in whole or in part, except as to its
      partners/owners.

                


        

        


        
          	
                   
      

                	
                  ·

                	
                  Gareste
      will not sell or otherwise transfer the Shares without registration under
      the Securities Act or an exemption therefrom, and fully understands and
      agrees that it must bear the economic risk of its investment for an
      indefinite period of time because, among other reasons, the Shares have
      not been registered under the Securities Act or under the securities laws
      of certain states and, therefore, cannot be resold, pledged, assigned or
      otherwise disposed of unless they are subsequently registered under the
      Securities Act and under the applicable securities laws of such states or
      unless an exemption from such registration is
  available.

                


        

        


        
          	
                   
      

                	
                  ·

                	
                  Gareste
      understands that Pacific Copper is under no obligation to register the
      Shares on its behalf or to assist it in complying with any exemption from
      registration under the Securities
Act.

                


        

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  ·

                	
                  Gareste
      recognizes that an investment in the Shares involves a number of
      significant risks, including those set forth under the caption “RISK
      FACTORS” in the Disclosure Filings - particularly those Risk Factors
      identified in the Company’s most recent annual report on Form
      10-QSB.

                


        

         

        Article
8

        ASSIGNMENT

        


        8.1 Assignment.   Save
and except as otherwise provided for hereinabove and in this Article, no Party
may sell, assign, pledge, mortgage or otherwise encumber all or any part of its
interest herein or to any of the mineral property interests comprising the
Property without the prior written consent of the other Party hereto; provided,
however, that any Party hereto may at anytime, and at its sole and absolute
discretion and without the prior approval of the other Party, assign and
transfer its interest herein or to any of the mineral property interests
comprising the Property to any affiliate; and, provided further, that any
transfer of all or any part of a Party’s interest herein or to any of the
mineral property interests comprising the Property to its affiliate shall be
accompanied by the written agreement of any such entity to assume the
obligations of such Party hereunder and to be bound by the terms and conditions
hereof.

        


        Article
9

        REGISTRATION

        


        9.1 Registration.   Upon
the request of the Purchaser, Gareste shall assist the Purchaser to record this
Agreement or a summary memorandum of this Agreement with the appropriate mining
recorders and, when required, Gareste shall further provide the Purchaser with
such recordable documents as the Purchaser and its counsel shall require to
record its due interest in respect of the mineral property interests comprising
the Property.

        


        Article
10

        DUE DILIGENCE
INVESTIGATION

        


        10.1
Due
Diligence.   Each of the Parties hereto certifies that it
has conducted, and shall continue to conduct such further due diligence
examination of the other Parties hereto as it deems appropriate, including any
due diligence necessary or desirable by Gareste with respect to Pacific Copper
and the Shares to be issued to Gareste at Closing..

        


        10.2
Confidentiality.   Each
Party may in a reasonable manner carry out such investigations and due diligence
as to the other Parties hereto, at all times subject to the confidentiality
provisions of Articles “12” and “13” hereinbelow, as each Party deems
necessary.  In that regard the Parties agree that each shall have full
and complete access to, if and where applicable, the other Parties’ respective
books, records, financial statements and other documents, articles of
incorporation, by-laws, minutes of Board of Directors’ meetings and its
committees, investment agreements, material contracts and as well as such other
documents and materials as the Parties hereto, or their respective solicitors,
may deem reasonable and necessary to conduct an adequate due diligence
investigation of each Party and its respective operations and financial
condition prior to the Closing.

        


        Article
11

        NON-DISCLOSURE

        


        11.1
Non-disclosure.   Subject
to the provisions of section “11.3” hereinbelow, the Parties hereto, for
themselves and, if and where applicable, their officers, directors,
shareholders, consultants, employees and agents, agree that they each will not
disseminate or disclose, or knowingly allow, permit or cause others to
disseminate or disclose to third parties who are not subject to express or
implied covenants of confidentiality, without the other Parties’ express
consent, either: (i) the fact or existence of this Agreement or discussions
and/or negotiations between them involving, inter alia, possible business
transactions; (ii) the possible substance or content of those discussions; (iii)
the possible terms and conditions of any proposed transaction; (iv) any
statements or representations (whether verbal or written) made by either Party
in the course of or in connection with those discussions; or (v) any written
material generated by or on behalf of any Party and such contacts, other than
such disclosure as may be required under applicable securities legislation or
regulations, pursuant to any order of a court or on a “need to know” basis to
each of the Parties’ respective professional advisors.

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        

         

        11.2
Documentation.   Any
document or written material generated by either Party hereto in the course of,
or in connection with, the due diligence investigations conducted pursuant to
this Agreement shall be marked “Confidential” and shall be treated by each Party
as a trade secret of the other Parties.  Upon termination of this
Agreement prior to Closing all copies of any and all documents obtained by any
Party from any other Party herein, whether or not marked “Confidential”, shall
be returned to the other Parties forthwith.

        


        11.3
Public
announcements.   Notwithstanding the provisions of this
Article, the Parties hereto agree to make such public announcements of this
Agreement promptly upon its execution in accordance with the requirements of
applicable securities legislation and regulations.  Nothing herein
shall prevent Pacific Copper from making public announcements that it determines
that Pacific Copper is  required to make.

        


        Article
12

        PROPRIETARY
INFORMATION

        


        12.1
Confidential
Information.   Each Party hereto acknowledges that any and
all information which a Party may obtain from, or have disclosed to it, about
the other Parties constitutes valuable trade secrets and proprietary
confidential information of the other Parties (collectively, the “Confidential
Information”).  No such Confidential Information shall be
published by any Party without the prior written consent of the other Parties
hereto; however, such consent in respect of the reporting of factual data shall
not be unreasonably withheld and shall not be withheld in respect of information
required to be publicly disclosed pursuant to applicable securities or
corporation laws. Furthermore, each Party hereto undertakes not to disclose the
Confidential Information to any third party without the prior written approval
of the other Parties hereto and to ensure that any third party to which the
Confidential Information is disclosed shall execute an agreement and undertaking
on the same terms as contained herein.

        


        12.2
Impact of
breach of confidentiality.   The Parties hereto
acknowledge and agree that the Confidential Information is important to the
respective businesses of each of the Parties and that, in the event of
disclosure of the Confidential Information, except as authorized hereunder, the
damage to each of the Parties hereto, or to either of them, may be
irreparable.  For the purposes of the foregoing sections the Parties
recognize and hereby agree that a breach by any of the Parties of any of the
covenants therein contained would result in irreparable harm and significant
damage to each of the other Parties that would not be adequately compensated for
by monetary award.  Accordingly, the Parties agree that in the event
of any such breach, in addition to being entitled as a matter of right to apply
to a court of competent equitable jurisdiction for relief by way of restraining
order, injunction, decree or otherwise as may be appropriate to ensure
compliance with the provisions hereof, any such Party will also be liable to the
other Parties, as liquidated damages, for an amount equal to the amount received
and earned by such Party as a result of and with respect to any such
breach.  The Parties also acknowledge and agree that if any of the
aforesaid restrictions, activities, obligations or periods are considered by a
court of competent jurisdiction as being unreasonable, the Parties agree that
said court shall have authority to limit such restrictions, activities or
periods as the court deems proper in the circumstances.   In
addition, the Parties further acknowledge and agree that all restrictions or
obligations in this Agreement are necessary and fundamental to the protection of
the respective businesses of each of the Parties and are reasonable and valid,
and all defenses to the strict enforcement thereof by either of the Parties are
hereby waived by the other Parties.

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

         

        Article
13

        FORCE
MAJEURE

        


        13.1
Events.   If
any Party hereto is at any time prevented or delayed in complying with any
provisions of this Agreement by reason of strikes, walk-outs, labour shortages,
power shortages, fires, wars, acts of God, earthquakes, storms, floods,
explosions, accidents, protests or demonstrations by environmental lobbyists or
native rights groups, delays in transportation, breakdown of machinery,
inability to obtain necessary materials in the open market, unavailability of
equipment, governmental regulations restricting normal operations, shipping
delays or any other reason or reasons beyond the control of that Party, then,
except for the duty to pay monies, the time limited for the performance by that
Party of its respective obligations hereunder shall be extended by a period of
time equal in length to the period of each such prevention or
delay.

        


        13.2
Notice.   A
Party shall, within seven calendar days, give notice to the other Parties of
each event of force
majeure under section “13.1” hereinabove and, upon cessation of such
event, shall furnish the other Parties with notice of that event together with
particulars of the number of days by which the obligations of that Party
hereunder have been extended by virtue of such event of force majeure and all
preceding events of force
majeure.

         

        Article
14

        ARBITRATION

        


        14.1
Matters
for Arbitration.   The Parties hereto agree that all
questions or matters in dispute with respect to this Agreement shall be
submitted to arbitration pursuant to the terms hereof.

        


        14.2
Notice.   It
shall be a condition precedent to the right of any Party to submit any matter to
arbitration pursuant to the provisions hereof that any Party intending to refer
any matter to arbitration shall have given not less than 10-calendar days’ prior
written notice of its intention to do so to the other Party together with
particulars of the matter in dispute.  On the expiration of such 10
calendar days the Party who gave such notice may proceed to refer the dispute to
arbitration as provided in section “14.3” hereinbelow.

        


        14.3
Appointments.   The
Party desiring arbitration shall appoint one arbitrator, and shall notify the
other Party of such appointment, and the other Party shall, within 10 calendar
days after receiving such notice, appoint an arbitrator, and the two arbitrators
so named, before proceeding to act, shall, within 10 calendar days of the
appointment of the last appointed arbitrator, unanimously agree on the
appointment of a third arbitrator, to act with them and be chairperson of the
arbitration herein provided for.  If the other Party shall fail to
appoint an arbitrator within 10 calendar days after receiving notice of the
appointment of the first arbitrator, or if the two arbitrators appointed by the
Parties shall be unable to agree on the appointment of the chairperson, the
chairperson shall be appointed under the provisions of the American Arbitration
Association (the “Arbitration Rules”).  Except as specifically
otherwise provided in this section, the arbitration herein provided for shall be
conducted in accordance with such Arbitration Rules.  The chairperson,
or in the case where only one arbitrator is appointed, the single arbitrator,
shall fix a time and place in Tucson, Arizona, USA for the purpose of hearing
the evidence and representations of the Parties, and such arbitrator shall
preside over the arbitration and determine all questions of procedure not
provided for under such Arbitration Act or this section.  After
hearing any evidence and representations that the Parties may submit, the single
arbitrator, or the arbitrators, as the case may be, shall make an award and
reduce the same to writing, and deliver one copy thereof to each of the
Parties.  The expense of the arbitration shall be paid as specified in
the award.

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

           

        

        14.4
Award.   The
Parties hereto agree that the award of a majority of the arbitrators, or in the
case of a single arbitrator, of such arbitrator, shall be final and binding upon
each of them.

         

        Article
15

        DEFAULT AND
TERMINATION

        


        15.1
Default.   The
Parties hereto agree that if any Party hereto is in default with respect to any
of the provisions of this Agreement (herein called the “Defaulting Party”), the
non-defaulting Party (herein called the “Non-Defaulting Party”) shall
give notice to the Defaulting Party designating such default, and within 10
calendar days after its receipt of such notice, the Defaulting Party shall
either:

        


        
          	
                   
      

                	
                  (a)

                	
                  cure
      such default, or commence proceedings to cure such default and prosecute
      the same to completion without undue delay;
or

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  give
      the Non-Defaulting Party notice that it denies that such default has
      occurred and that it is submitting the question to arbitration as herein
      provided.

                


        

        


        15.2
Arbitration.   If
arbitration is sought a Party shall not be deemed in default until the matter
shall have been determined finally by appropriate arbitration under the
provisions of Article “14” hereinabove.

        


        15.3
Curing
the Default.   If:

        


        
          	
                   
      

                	
                  (a)

                	
                  the
      default is not so cured or the Defaulting Party does not commence or
      diligently proceed to cure the default;
or

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  arbitration
      is not so sought; or

                


        

        


        
          	
                   
      

                	
                  (c)

                	
                  the
      Defaulting Party is found in arbitration proceedings to be in default, and
      fails to cure it within five calendar days after the rendering of the
      arbitration award,

                


        

        


        the
Non-Defaulting Party may, by written notice given to the Defaulting Party at any
time while the default continues, terminate the interest of the Defaulting Party
in and to this Agreement.

        


        15.4
Termination.   In
addition to the foregoing it is hereby acknowledged and agreed by the Parties
hereto that this Agreement will be immediately terminated in the event
that:

        


        
          	
                   
      

                	
                  (a)

                	
                  either
      of the Parties hereto has either not satisfied or waived each of their
      respective conditions precedent prior to the Closing Date in accordance
      with the provisions of Article “5”
hereinabove;

                


        

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  (b)

                	
                  either
      of the Parties hereto has failed to deliver, or caused to be delivered,
      any of their respective materials required to be delivered in accordance
      with Articles “5” and “6” hereinabove prior to the Closing Date in
      accordance with the provisions of Articles “5” and “6”
      hereinabove;

                


        

        


        
          	
                   
      

                	
                  (c)

                	
                  the
      Closing Date in respect of the due and complete exercise of the Option by
      the Purchaser has not occurred within 90 calendar days from the Effective
      Date; or

                


        

        


        
          	
                   
      

                	
                  (d)

                	
                  by
      agreement in writing by each of the Parties
  hereto;

                


        

        


        and in
such event this Agreement will be terminated and be of no further force and
effect other than the obligations under Articles “2”, “11” and “12”
hereinabove.

         

        Article
16

        INDEMNIFICATION AND LEGAL
PROCEEDINGS

        


        16.1
Indemnification.   Each
Party hereto agrees to indemnify and save the other Party, their respective
affiliates and their respective directors, officers, employees and agents
(collectively, the “Indemnified Parties” and,
individually, as an “Indemnified Party”) harmless
from and against any and all losses, claims, actions, suits, proceedings,
damages, liabilities or expenses of whatsoever nature or kind, including any
investigation expenses incurred by any Indemnified Party, to which an
Indemnified Party may become subject by reason of the terms and conditions of
this Agreement.  This indemnity will not apply in respect of an
Indemnified Party in the event and to the extent that a court of competent
jurisdiction in a final judgment shall determine that the Indemnified Party was
grossly negligent or guilty of willful misconduct.  The Parties hereto
agree to waive any right they might have of first requiring the Indemnified
Party to proceed against or enforce any other right, power, remedy, security or
claim payment from any other person before claiming this
indemnity.  In case any action is brought against an Indemnified Party
in respect of which indemnity may be sought against any Party hereto, the
Indemnified Party will give the affected Party prompt written notice of any such
action of which the Indemnified Party has knowledge and the affected Party will
undertake the investigation and defense thereof on behalf of the Indemnified
Party, including the prompt employment of counsel acceptable to the Indemnified
Parties affected and the payment of all expenses.  Failure by the
Indemnified Party to so notify shall not relieve the affected Party of its
obligation of indemnification hereunder unless (and only to the extent that)
such failure results in a forfeiture by the affected Party of any substantive
rights or defenses.  No admission of liability and no settlement of
any action shall be made without the affected Party’s consent and the consent of
the Indemnified Parties affected, such consent not to be unreasonable
withheld.  Notwithstanding that the affected Party will undertake the
investigation and defense of any action, an Indemnified Party will have the
right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel will be at the
expense of the Indemnified Party unless:

        


        
          	
                	
                  (a) 

                	
                  employment
      of such counsel has been authorized by the affected
  Party;

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  the
      affected Party has not assumed the defense of the action within a
      reasonable period of time after receiving notice of the
      action;

                


        

        


        
          	
                   
      

                	
                  (c)

                	
                  the
      named parties to any such action include that the affected Party and the
      Indemnified Party shall have been advised by counsel that there may be a
      conflict of interest between the affected Party and the Indemnified Party;
      or

                


        

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                  (d)

                	
                  there
      are one or more legal defenses available to the Indemnified Party which
      are different from or in addition to those available to the affected
      Party.

                


        

        


        If for any reason other than the gross
negligence or bad faith of the Indemnified Parties (or any of them) being the
primary cause of the loss claim, damage, liability, cost or expense, the
foregoing indemnification is unavailable to the Indemnified Parties (or any of
them) or insufficient to hold them harmless, the affected Party shall contribute
to the amount paid or payable by the Indemnified Parties as a result of any and
all such losses, claim, damages or liabilities in such proportion as is
appropriate to reflect not only the relative benefits received by the affected
Party on the one hand and the Indemnified Parties on the other, but also the
relative fault of the Parties and other equitable considerations which may be
relevant.  Notwithstanding the foregoing, the affected Party shall in
any event contribute to the amount paid or payable by the Indemnified Parties as
a result of the loss, claim, damage, liability, cost or expense (other than a
loss, claim, damage, liability, cost or expenses, the primary cause of which is
the gross negligence or bad faith of the Indemnified Parties or any of them),
any excess of such amount over the amount of the fees actually received by the
Indemnified Parties hereunder.

        


        16.2
Legal
proceedings. The Parties hereto agrees that if:

        


        
          	
                   
      

                	
                  (a)

                	
                  any
      legal proceedings shall be brought against either of them by any
      governmental commission or regulatory authority or any stock exchange;
      or

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  an
      entity having regulatory authority, either domestic or foreign, shall
      investigate either of them;

                


        

        


        and
personnel of either Party shall be required to testify in connection therewith
or shall be required to respond to procedures designed to discover information
regarding the terms and conditions of this Agreement, such Party shall have the
right to employ its own counsel in connection therewith and the affected Party
will pay to such Party a per diem amount for their services based on its normal
hourly or daily rate together with such disbursements and reasonable
out-of-pocket expenses as may be incurred in connection therewith, including
fees and disbursements of counsel incurred in connection with such testimony or
participation.

         

        Article
17

        NOTICE

        


        17.1
Notice.   Each
notice, demand or other communication required or permitted to be given under
this Agreement shall be in writing and shall be sent by prepaid registered mail
deposited in a post office addressed to the Party entitled to receive the same,
or delivered to such Party, at the address for such Party specified
above.  The date of receipt of such notice, demand or other
communication shall be the date of delivery thereof if delivered or, if given by
registered mail as aforesaid, shall be deemed conclusively to be the third
calendar day after the same shall have been so mailed, except in the case of
interruption of postal services for any reason whatsoever, in which case the
date of receipt shall be the date on which the notice, demand or other
communication is actually received by the addressee.

        


        17.2
Change of
Address.   Either Party may at any time and from time to
time notify the other Parties in writing of a change of address and the new
address to which notice shall be given to it thereafter until further
change.

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        

         

        Article
18

        GENERAL
PROVISIONS

        


        18.1
Entire
agreement.   This Agreement constitutes the entire
agreement to date between the Parties hereto and supersedes every previous
agreement, communication, expectation, negotiation, representation or
understanding, whether oral or written, express or implied, statutory or
otherwise, between the Parties hereto with respect to the subject matter of this
Agreement.

        


        18.2
Enurement.   This
Agreement will enure to the benefit of and will be binding upon the Parties
hereto and their respective heirs, executors, administrators and permitted
assigns.

        


        18.3
Time of
the essence.   Time will be of the essence of this
Agreement.

        


        18.4
Applicable
law.   The situs of this Agreement is Tucson, Arizona,
USA, and for all purposes this Agreement will be governed exclusively by and
construed and enforced in accordance with the laws and state or federal Courts
prevailing in the State of Arizona.

        


        18.5
Further
assurances.   The Parties hereto hereby, jointly and
severally, covenant and agree to forthwith, upon request, execute and deliver,
or cause to be executed and delivered, such further and other deeds, documents,
assurances and instructions as may be required by the Parties hereto or their
respective counsel in order to carry out the true nature and intent of this
Agreement.

        


        18.6
Currency.   Unless
otherwise stipulated, all payments required to be made pursuant to the
provisions of this Agreement and all money amount references contained herein
are in lawful currency of the United States.

        


        18.7
Severability
and construction.   Each Article, section, paragraph, term
and provision of this Agreement, and any portion thereof, shall be considered
severable, and if, for any reason, any portion of this Agreement is determined
to be invalid, contrary to or in conflict with any applicable present or future
law, rule or regulation in a final unappealable ruling issued by any court,
agency or tribunal with valid jurisdiction in a proceeding to any of the Parties
hereto is a party, that ruling shall not impair the operation of, or have any
other effect upon, such other portions of this Agreement as may remain otherwise
intelligible (all of which shall remain binding on the Parties and continue to
be given full force and agreement as of the date upon which the ruling becomes
final).

        


        18.8
Captions.   The
captions, section numbers and Article numbers appearing in this Agreement are
inserted for convenience of reference only and shall in no way define, limit,
construe or describe the scope or intent of this Agreement nor in any way affect
this Agreement.

        


        18.9
Counterparts.   This
Agreement may be signed by the Parties hereto in as many counterparts as may be
necessary and, if required, by facsimile, each of which so signed being deemed
to be an original, and such counterparts together shall constitute one and the
same instrument and notwithstanding the date of execution will be deemed to bear
the Effective Date as set forth on the front page of this
Agreement.

        


        18.10
No
partnership or agency.   The Parties hereto have not
created a partnership and nothing contained in this Agreement shall in any
manner whatsoever constitute any Party the partner, agent or legal
representative of any other Party, nor create any fiduciary relationship between
them for any purpose whatsoever.  No Party shall have any authority to
act for, or to assume any obligations or responsibility on behalf of, any other
party except as may be, from time to time, agreed upon in writing between the
Parties or as otherwise expressly provided.

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        

         

        18.11
Consents
and waivers.   No consent or waiver expressed or implied
by either Party hereto in respect of any breach or default by any other Party in
the performance by such other of its obligations hereunder shall:

        


        
          	
                   
      

                	
                  (a)

                	
                  be
      valid unless it is in writing and stated to be a consent or waiver
      pursuant to this section;

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  be
      relied upon as a consent to or waiver of any other breach or default of
      the same or any other obligation;

                


        

        


        
          	
                   
      

                	
                  (c)

                	
                  constitute
      a general waiver under this Agreement;
or

                


        

        


        
          	
                   
      

                	
                  (d)

                	
                  eliminate
      or modify the need for a specific consent or waiver pursuant to this
      section in any other or subsequent
instance.

                


        

         

        IN
WITNESS WHEREOF each of the Parties hereto have executed this agreement
through their duly authorized signatories effective as of the Effective Date as
set forth in the front page of this Agreement.


        


        
          	
                  PACIFIC COPPER CHILE
      LIMITADA

                	 
      
	 
      	 
      
	 
      	 
      
	       
        	 
      
	
                  Authorized
      Signatory

                	 
      
	 
      	 
      
	 
      	 
      
	
                  GARESTE
      LIMITADA

                	 
      
	 
      	 
      
	 
      	 
      
	
                              
      

                	 
      
	
                  Authorized
      Signatory

                	 
      


        

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --

            

          

        

        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        

        


        Schedule
A

         

        This is Schedule “A” to that certain
Mineral Property Acquisition Agreement among Gareste Limitada and Pacific Copper
Chile Limitada.

         

        Property

        


        The following represents a general
description of the various Property interests for which a more particular
description follows:

        


        
          	
                   
      

                	
                  (a)

                	
                  the San Enrique property located
      in Atacama Region III,, Chile and comprising approximately 100
      hectares.;

                


        

         

        [LEGAL DESRIPTIONS TO
FOLLOW]

        


        __________

        


        End of Mineral Property
Acquisition Agreement

        __________

         

        
          
            
              -- San
Enrique Mineral
Property Acquisition Agreement --

              -- Pacific Copper Chile
Limitada --