Latin America Ventures, Inc.: Exhibit 10.5 - Filed by newsfilecorp.com






Exhibit 10.5 

AIBC International Corp.(SR)

2103 Coral Way, Suite 202 
Coral Gables, FL 33145 
(305) 856-4228


May 6, 2010 

Minera Licancabur S.A.
La Pastora No 121, Officina 201

Las Condes, Santiago+ 
Chile 

Attention: Jorge Osvaldo Orellana Orellana 

Dear Mr. Orellana: 

Re:      BINDING STANDBY CREDIT
FACILITY

Subject to acceptance of, and fulfillment of the terms,
conditions, and preconditions contained herein, AIBC International
Corp.(SR) (the "Lender") offers this binding standby credit
facility (the "Facility") to Minera Licancabur S.A. (the
"Borrower") on the terms specified below. 

	1. 	
      The Lender's obligations under this Facility are subject
      to the following conditions:




	 	(a) 	
      Completion on or prior to May 31, 2010 of a private
      placement (the "Equity Financing") by the Borrower resulting in
      gross proceeds raised of a minimum of $5,845,000 in US funds.

	 	 	 
	 	(b) 	
      Completion of a business combination (the “Reverse
      Merger”) between the Borrower and a U.S. public reporting company
      (“PubCo”) whose securities are quoted on the over-the- counter bulletin
      board (“OTCBB”) or on a recognized North American national
      securities exchange (an “Exchange,” and together with the OTCBB, a
      “Recognized Market”) on or before May 31, 2010.

	 	 	 
	 	(c) 	
      All of the representations and warranties of the Borrower
      hereunder shall be true and correct as of the date hereof.

	 	 	 
	 	(d) 	
      The Lender shall be satisfied that any debt outstanding
      to the Lender, and any security granted in connection therewith, ranks in
      priority to any amount owing or outstanding or any security granted to any
      other person, corporation, trust, partnership or other entity.

	 	 	 
	 	(e) 	
      The Lender shall have received such customary legal
      opinions from counsel as to the validity and enforceability of the
      obligations created hereunder.

	 	 	 
	 	(f) 	
      The Lender shall have received audited financial
      statements or such other documentation as the Lender may deem necessary in
      its sole discretion, indicating that the 75% of the free cash flow from
      the operations of the Borrower will be sufficient to enable the Borrower
      to make all payments agreed to in repayment of any Advance, and that there
      are sufficient assets available with current provable values to
      collateralize the amount of any Advance (including any other Advances then
      outstanding).







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	 	(g) 	
      The Lender, the Borrower and PubCo shall enter into a
      loan agreement reflecting the terms and conditions set forth herein, and
      such subsidiary and parent guarantees of the obligations of the Lender as
      the Lender may require, all of which documentation shall be in form and
      substance reasonably satisfactory to Lender and to its counsel, to the
      Borrower and PubCo (collectively, the "Loan Documents"). The Loan
      Documents will be consistent with this letter agreement and will provide
      for customary events of default and remedies
thereupon.




	2. 	
      The Facility is for a maximum amount of $3,000,000 in
      U.S. Dollar funds, and is available as a stand by facility for a term of
      one year from the date hereof, after which time it will expire; provided,
      however, that if the Borrower has requested an advance from the Lender
      hereunder (an “Advance”) during such term then the Lender shall
      remain obligated, subject to the terms hereof, to provide such Advance
      even though the provision of such Advance may occur after such
  term.

	 	 
	3. 	
      Upon the closing of the Equity Financing, the Lender
      shall have earned its set up fee, payable in the form of: (i) 75,000
      shares of common stock (the "Shares") of PubCo, which shares are to
      be issued concurrently with the Equity Financing; and (ii) one year common
      stock purchase warrants (the "Warrants") having an exercise price
      equal to the price per share of common stock paid by investors in the
      Equity Financing and therefore exercisable for 360,000 shares of PubCo
      (subject to equitable adjustment for stock splits, combinations,
      recapitalizations and the like), which Warrants are to be issued
      concurrently with the Equity Financing, in form satisfactory to the
      Lender. The Shares and Warrants will be Shares and Warrants of the
      Borrower’s then parent, PubCo. The Warrants shall contain a provision for
      “cashless exercise” and shall be effective for a period of one (1) year
      from the date of issuance.

	 	 
	4. 	
      Any Advance shall be subject to the following fees and
      interest, and for greater certainty, fees will be paid to the Lender on
      the making of any Advance, and may, at the Lender's option be withheld
      therefrom, and interest shall be calculated and compounded
  monthly:




	 	Funds advanced 	Lender's fee 	Securities of PubCo to be issued
      (collectively with 
	 	  	  	the shares and the warrants the
      "Securities") 
	 	  	  	  
	 	First $1,000,000 	8% of
      Advance 	8% one year common stock
      purchase warrant priced at the 10-day moving average trading price of the
      underlying securities. 
	 	  	  	  
	 	Second $1,000,000 	12% of
      Advance 	12% one year common stock
      purchase warrant priced at the 10-day moving average trading price of the
      underlying securities. 
	 	  	  	  
	 	Third $1,000,000 	18% of
      Advance 	18% one year common stock
      purchase warrant priced at the 10-day moving average trading price of the
      underlying securities. 



	5. 	
      The funds advanced under the Facility may be used solely
      for the purpose of operating the existing business of the Borrower and any
      related businesses of the Borrower or PubCo or for general working capital
      purposes of Borrower or PubCo.

	 	 
	6. 	
      If the Borrower wishes to receive an Advance from the
      Lender, it shall give the Lender a minimum of ninety (90) days' notice,
      and the Lender shall, subject to Sections 1, on the first business day
      after the ninetieth (90th) day of such written notice provide
      an Advance in United States Dollars and in immediately available funds to
      an account designated by the Borrower.







- 3 - 

	7. 	
      The Borrower represents and warrants
  that:




	 	(a) 	
      Formation, Organization and Power: It is a
      corporation duly incorporated, continued, amalgamated or formed, as the
      case may be, and validly subsisting under the laws of the jurisdiction of
      its incorporation, formation amalgamation or continuance, as the case may
      be, is duly registered and qualified to carry on business in all
      jurisdictions where the character of the properties owned by it or the
      nature of the business transacted by it makes such registration or
      qualification necessary and has the full corporate power and capacity to
      own, lease or hold its properties and assets and conduct its business as
      presently conducted.

	 	 	 
	 	(b) 	
      Authority: The execution, delivery and performance
      by it of this Letter Agreement and the issuance of the Securities has been
      duly authorized by all necessary corporate power, are within its corporate
      power and capacity and, will not violate any provision of law or of its
      articles of incorporation, by-laws unanimous shareholder's agreement or
      other agreement, indenture, instrument or document governing its affairs,
      and will not result in the breach of or constitute a default or require
      any consent under, any indenture or other agreement or instrument to which
      it is a party or by which it or its property may be bound or affected; and
      the execution, delivery and performance by such it of this Letter
      Agreement does not require any license, consent or approval of or advance
      notice to or advance filing with any governmental agency or regulatory
      authority.

	 	 	 
	 	(c) 	
      Litigation: There are no suits or proceedings
      (including proceedings by or before any arbitrator, government commission,
      board, bureau or other administrative agency) pending or threatened
      against or affecting the Borrower.

	 	 	 
	 	(d) 	
      Compliance with Laws and Contracts: It is in
      compliance with all federal, provincial, state and local laws, statutes
      and regulations and all contracts, agreements and employee benefit plans
      applicable to it.

	 	 	 
	 	(e) 	
      Environmental Matters: It has obtained all
      permits, licenses and other authorizations which are required for its
      operations, business or assets under all applicable environmental laws and
      each is in material compliance with all environmental laws and all terms
      and conditions of all such permits, licenses and authorizations.

	 	 	 
	 	(f) 	
      Environmental Condition of Property: The real
      property, mining leases charters and other mining interests and all other
      properties and assets of the Borrower:




	 	(i) 	
      are not the subject of any outstanding orders from a
      government agency or otherwise alleging violation of any Environmental
      Laws; and

	 	 	 
	 	(ii) 	
      to the knowledge of the Borrower after due inquiry, no
      Contaminants have been Released at, on or under any Real
  Property.




	 	(g) 	
      Environmental Claims: There is no claim, action,
      prosecution or other proceeding of any kind pending or threatened against
      the real property, or the Borrower, or any of their respective assets or
      properties before any court or administrative agency which: (i) relates to
      any non-compliance with any environmental law; or (ii) relates to any
      release from its lands of a contaminant into the natural environment; or
      (iii) if adversely determined, might have a material adverse effect upon
      the financial condition or operations, and there are no circumstances of
      which it is aware which might give rise to any such proceeding which it
      has not fully disclosed to the Lender.







- 4 - 

	 	(h) 	
      Title to Assets: The Borrower has good, valid and
      marketable title to all of its assets and properties, as such assets and
      properties, are not subject to any security interests, liens, encumbrances
      and other interests of third parties.

	 	 	 
	 	(i) 	
      Taxes: The Borrower has filed all income tax
      returns which were required to be filed by it, has paid or made provision
      for payment of all taxes (including interest and penalties) which are due
      and payable by it, and the Borrower has provided adequate reserves for the
      payment of any tax, the payment of which is being contested by it, and all
      applicable property taxes for the real property, mining commissions,
      leases and other mining interests which are due and payable, have been
      paid as at the date hereof.

	 	 	 
	 	(j) 	
      Security Interests: Other than the Permitted
      Encumbrances, the Borrower has not granted to any third party, nor is it
      aware of any Security Interests held against it by any third
  party.

	 	 	 
	 	(k) 	
      True and Complete Disclosure: The information,
      reports, financial statements, exhibits, disclosure letters and schedules
      and verbal information furnished to the Lender in connection with the
      negotiation, preparation or delivery of this Letter Agreement when taken
      as a whole do not contain any untrue statement of material fact or omit to
      state any material fact necessary to make the statements herein or
      therein, in light of the circumstances under which they were made, not
      misleading.

	 	 	 
	 	(l) 	
      Issuance of the Securities: The issuance of the
      Securities as contemplated hereunder does not breach any applicable
      securities law, regulation violation order or other applicable legislation
      to which the Borrower is subject. Each of the Securities, when issued
      shall be duly and validly created and, issued as fully paid and
      non-assessable.




	8. 	
      The Lender shall be entitled to terminate the
      availability of the Facility if any of the following
  occur:




	 	(a) 	
      The Borrower breaches any representation or warranty
      given under this Letter Agreement and the same is not cured within thirty
      (30) days following written notice of such breach and a description
      thereof by the Lender.

	 	 	 
	 	(b) 	
      The Borrower fails to perform any covenant under this
      Letter Agreement and the same is not cured within thirty (30) days
      following written notice of such breach and a description thereof by the
      Lender.

	 	 	 
	 	(c) 	
      There occurs in relation to the assets property, business
      or corporate capacity of the Borrower or PubCo, any material adverse
      change that, in the reasonable opinion of the Lender impairs the ability
      of the Borrower or PubCo to repay any Advance or fulfill its obligations
      under this Letter Agreement.

	 	 	 
	 	(d) 	
      The Borrower or PubCo is sanctioned by any securities or
      regulatory authority or noted as a reporting issuer in default under any
      applicable securities legislation.

	 	 	 
	 	(e) 	
      Any securities or stock exchange regulatory authority or
      other tribunal, court or other entity determines that the Securities
      cannot be issued, are void or subject to escrow or any other impairment on
      the Lender's ability to freely trade the
Securities.




	9. 	
      The Lender represents and warrants to the Borrower that
      (A) the Lender has the requisite corporate power and authority to enter
      into and to consummate the transactions contemplated by this Letter
      Agreement, (B) this Letter Agreement constitutes the valid and binding
      obligation of the Lender enforceable in accordance with its terms except
      (i) as limited by applicable bankruptcy, insolvency, reorganization,
      moratorium and other laws of general application affecting enforcement of
      creditors’







- 5 - 

	10. 	
      rights generally and (ii) as limited by laws relating to
      the availability of specific performance, injunctive relief or other
      equitable remedies, (C) this Letter Agreement does not conflict with any
      of the Lender’s constituent instruments or any material agreement to which
      the Lender is a party, and (D) the Lender has sufficient capital to
      satisfy its obligations under this Letter Agreement. The Lender covenants
      and agrees that during the term of this Letter Agreement it will at all
      times maintain sufficient capital so that it can satisfy its obligations
      under this Letter Agreement to make Advances hereunder.

	 	 
	11. 	
      This Letter Agreement shall be governed by the laws of
      the State of New York and the parties irrevocably submit to the exclusive
      jurisdiction of the courts of the State of New York.

	 	 
	12. 	
      To the extent that any term provision or paragraph of
      this Letter Agreement is deemed unenforceable due to the operation of any
      statute, the common law, or the principles of equity, such term, provision
      or paragraph shall be severed from this Letter Agreement and the remainder
      of this Letter Agreement shall continue to be in full force and effect as
      if the severed term provision or paragraph had never been included
      herein.

	 	 
	13. 	
      The Borrower shall not be entitled to assign any of its
      rights under this Letter Agreement, except that it may assign its rights
      hereunder to PubCo.

	 	 
	14. 	
      The provision of paragraph 3 and 10 through 14 shall
      survive termination or expiry of this Letter Agreement.

	 	 
	15. 	
      The Borrower agrees to indemnify and hold harmless the
      Lender, its successors, assigns, directors, officers, employees and agents
      (each, an "Indemnitee") against any and all liabilities,
      obligations, losses, damages, penalties, claims, demands, actions, suits,
      judgments and any and all costs and expenses (including attorneys’ fees,
      disbursements and other charges) of whatsoever kind and nature imposed on,
      asserted against or incurred or suffered by any of the Indemnitees in any
      way relating to, or arising out of, or by reason of any investigation,
      litigation, or other proceedings including, for greater certainty, any
      foreign court, tribunal, governmental authority or other body (including
      any threatened investigation, litigation or other proceedings) relating to
      this Letter Agreement, or any agreement or proceeding resulting herefrom
      or therefrom.



This Letter Agreement may be accepted by the Borrower by
signing, dating and returning to the Lender by 5 p.m. May 11, 2010, the enclosed
copy of this letter. Failing such acceptance, this offer shall be of no further
force or effect. 

Yours very truly, 

AIBC International Corp.(SR)


By: /s/ William R.
Burdette                       
 
       William R. Burdette,
President 

Agreed to and accepted this 11th day of May, 2010. 

Minera Licancabur, S.A. 

By: /s/ Jorge Osvaldo Orellana
Orellana              

       Jorge Osvaldo Orellana
Orellana, President