Exhibit 10.1


 


SHARE
PURCHASE AGREEMENT


 


 


AMONG


 


KG
MINERA LM S.A.


 


-AND -


 


ANGLO
AMERICAN NORTE S.A.


 


-AND -


 


MINERA
ANGLO AMERICAN CHILE LIMITADA


 


-AND -


 


MINORCO
INVERSUD S.A.


 


 


MADE AS OF

NOVEMBER 19, 2008


 

















 


TABLE OF CONTENTS


 


SHARE
PURCHASE AGREEMENT


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE 1 INTERPRETATION

  	
  1

  
	
   

  	
   

  
	
  1.01

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.02

  	
  Headings

  	
  11

  
	
   

  	
   

  	
   

  
	
  1.03

  	
  Extended
  Meanings

  	
  11

  
	
   

  	
   

  	
   

  
	
  1.04

  	
  Accounting
  Principles

  	
  12

  
	
   

  	
   

  	
   

  
	
  1.05

  	
  Currency

  	
  12

  
	
   

  	
   

  	
   

  
	
  1.06

  	
  Spanish
  Language Documents

  	
  12

  
	
   

  	
   

  	
   

  
	
  1.07

  	
  Schedules
  and Exhibits

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2 PURCHASE AND SALE

  	
  13

  
	
   

  	
   

  
	
  2.01

  	
  Purchase and
  Sale, Purchase Price

  	
  13

  
	
   

  	
   

  	
   

  
	
  2.02

  	
  Allocation
  of Purchase Price

  	
  13

  
	
   

  	
   

  	
   

  
	
  2.03

  	
  Payment of
  Purchase Price

  	
  13

  
	
   

  	
   

  	
   

  
	
  2.04

  	
  Closing

  	
  14

  
	
   

  	
   

  	
   

  
	
  2.05

  	
  Closing
  Deliveries and Procedures

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3 CONDITIONS

  	
  16

  
	
   

  	
   

  
	
  3.01

  	
  Conditions
  for the Benefit of the Purchaser

  	
  16

  
	
   

  	
   

  	
   

  
	
  3.02

  	
  Conditions
  for the Benefit of the Selling Companies

  	
  17

  
	
   

  	
   

  	
   

  
	
  3.03

  	
  Procedure
  for Satisfaction of the Conditions

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLING COMPANIES

  	
  18

  
	
   

  	
   

  
	
  4.01

  	
  General
  Representations and Warranties Relating to the Selling Companies

  	
  18

  
	
   

  	
   

  	
   

  
	
  4.02

  	
  Representations
  and Warranties Pertaining to Minera

  	
  20

  
	
   

  	
   

  	
   

  
	
  4.03

  	
  Disclaimer

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PURCHASER

  	
  26

  
	
   

  	
   

  
	
  5.01

  	
  Representations
  and Warranties of the Purchaser

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6 COVENANTS AND INDEMNITIES

  	
  27

  
	
   

  	
   

  
	
  6.01

  	
  Selling
  Companies’ Indemnities

  	
  27

  



 


i

















 


	
  6.02

  	
  Indemnity of
  Purchaser

  	
  28

  
	
   

  	
   

  	
   

  
	
  6.03

  	
  Exclusive
  Remedies

  	
  28

  
	
   

  	
   

  	
   

  
	
  6.04

  	
  Representations
  and Warranties of the Selling Companies

  	
  28

  
	
   

  	
   

  	
   

  
	
  6.05

  	
  Representations
  and Warranties of Purchaser

  	
  28

  
	
   

  	
   

  	
   

  
	
  6.06

  	
  Compliance
  Verification and Continued Access

  	
  28

  
	
   

  	
   

  	
   

  
	
  6.07

  	
  Interim
  Period

  	
  29

  
	
   

  	
   

  	
   

  
	
  6.08

  	
  Public
  Announcements and Confidential Information

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7 LIMITATIONS OF LIABILITY AND CARRIAGE OF ACTIONS

  	
  31

  
	
   

  	
   

  
	
  7.01

  	
  Limitation
  of Liability

  	
  31

  
	
   

  	
   

  	
   

  
	
  7.02

  	
  Notice and
  Defence of Third Party Claims

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8 GENERAL

  	
  34

  
	
   

  	
   

  
	
  8.01

  	
  Further
  Assurances

  	
  34

  
	
   

  	
   

  	
   

  
	
  8.02

  	
  Commissions

  	
  34

  
	
   

  	
   

  	
   

  
	
  8.03

  	
  Dispute
  Resolution

  	
  34

  
	
   

  	
   

  	
   

  
	
  8.04

  	
  Fees and
  Expenses

  	
  35

  
	
   

  	
   

  	
   

  
	
  8.05

  	
  Benefit of
  the Agreement

  	
  35

  
	
   

  	
   

  	
   

  
	
  8.06

  	
  Entire
  Agreement

  	
  35

  
	
   

  	
   

  	
   

  
	
  8.07

  	
  Amendments
  and Waiver

  	
  35

  
	
   

  	
   

  	
   

  
	
  8.08

  	
  Assignment

  	
  35

  
	
   

  	
   

  	
   

  
	
  8.09

  	
  Notices

  	
  36

  
	
   

  	
   

  	
   

  
	
  8.10

  	
  Governing
  Law

  	
  37

  
	
   

  	
   

  	
   

  
	
  8.11

  	
  Attornment

  	
  37

  
	
   

  	
   

  	
   

  
	
  8.12

  	
  Counterparts
  and Faxed Signatures

  	
  37

  
	
   

  	
   

  	
   

  
	
  8.13

  	
  Paramountcy

  	
  38

  



 


ii

















 


SHARE
PURCHASE AGREEMENT


 


THIS AGREEMENT is made as of November 19,
2008;


 


AMONG:


 


KG
MINERA LM S.A., a corporation existing under the laws of Chile (the “Purchaser”),


 


- and -


 


ANGLO AMERICAN NORTE S.A., a corporation incorporated under
the laws of Chile (“Norte”),


 


- and -


 


MINERA
ANGLO AMERICAN CHILE LIMITADA, a limited liability company incorporated
under the laws of Chile (“MAAC”);


 


- and -


 


MINORCO
INVERSUD S.A., a corporation incorporated under the laws of Chile (“Inversud”),


 


WHEREAS:


 


A.            MAAC, Inversud and Norte own 7.54%, 7.34% and 25.12%,
respectively of the issued and outstanding Shares of Minera Santa Rosa SCM (“Minera”);


 


B.            the Teck Group owns 60% of the issued and outstanding
Shares and acts as the operator, directly or indirectly through Minera, of the
Project;


 


C.            Minera owns the Project located in the Maricunga Area of
Chile;


 


D.            each of MAAC, Inversud and Norte desires to sell its
Shares, and the Purchaser desires to purchase such Shares, all upon and subject
to the terms and conditions hereinafter set forth;


 


NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the premises and the covenants and
agreements herein contained the Parties agree as follows:


 


ARTICLE 1

INTERPRETATION


 


1.01        Definitions


 


In this Agreement, unless
something in the subject matter or context is inconsistent therewith:


 

















 


(a)                                  “Affiliate” means, with respect to any Person,
any other Person who directly or indirectly controls, is controlled by, or is
under direct or indirect common control with, such Person, and includes any
Person in like relation to an Affiliate. 
A Person shall be deemed to “control”
another Person if such Person possesses, directly or indirectly, the power to
direct or cause the direction of the management and policies of such other
Person, whether through the ownership of voting securities, by contract or
otherwise; and the term “controlled”
shall have a similar meaning;


 


(b)                                 “Agreement” means this agreement and the
Schedules attached hereto and all amendments, restatements or replacements made
hereto by written agreement between the Parties;


 


(c)                                  “Applicable Law” means, with respect to any Person,
property, transaction, event or other matter, (i) any foreign or domestic
constitution, treaty, law, statute, regulation, code, ordinance, principle of
common law or equity, rule, municipal by-law, order or other requirement
(including a requirement arising at common law) having the force of law, (ii) any
policy, practice, protocol, standard or guideline of any Governmental Body
which, although not necessarily having the force of law, is regarded by such
Governmental Body as requiring compliance as if it had the force of law
(collectively, the “Law”) relating
or applicable to such Person, property, transaction, event or other matter and
also includes, where appropriate, any interpretation of the Law (or any part
thereof) by any Person having jurisdiction over it, or charged with its administration
or interpretation;


 


(d)                                 “Assets” means all of the property (whether
real or personal, tangible or intangible), rights, interests, entitlements and
undertaking of Minera, including:


 


(i)                  the Books and Records;


 


(ii)               the Concessions;


 


(iii)            the Land;


 


(iv)           the Water Rights;


 


(v)              the Equipment;


 


(vi)           all related Governmental Approvals; and


 


(vii)        all related information relating to the
Business, Minera or the Assets in any form;


 


(e)                                  “Balance Sheets” means the balance sheets of Minera
as at December 31, 2005, 2006 and 2007, each of which forms part of the
Financial Statements;


 


2

















 


(f)                                    “Books and Records” means all technical, financial,
accounting, business, Tax and employee information, records and files, in any
form whatsoever (including written, printed or electronic form) of Minera,
including the Financial Statements, regulatory filings and returns, books of
account and related original source documentation, actuarial, tax and
accounting information, geological and metallurgical data, reports, files,
lists, drawings, plans, logs, briefs, computer program documentation, employee
data and records, deeds, certificates, contracts, surveys, title and legal
opinions, records of payment, asset documentation, written employment manuals
and employment policies;


 


(g)                                 “Business” means the business and activities
carried on by Minera, including the ownership of the Project and the
exploration, evaluation, environmental assessment, permitting and related
activities thereon;


 


(h)                                 “Business Day” means a day other than a Saturday,
Sunday or statutory holiday in Toronto, Canada, Santiago, Chile, or London,
England;


 


(i)                                     “Claim” means any claim of any nature
whatsoever, including any written demand, liability, obligation, debt, cause of
action, suit, proceeding, judgment, award, assessment, reassessment or notice
of determination of loss;


 


(j)                                     “Claimants” means Purchaser Claimants or
Selling Companies’ Claimants, as the case may be, and “Claimant” means any one of the foregoing;


 


(k)                                  “Closing Date” means December 16, 2008 or
such earlier or later date, but no later than December 31, 2008, as the
Parties may agree in writing, provided that if an offer to purchase Shares is
made to any of the Selling Companies by a third party on or following the
Signature Date, then, provided that an earlier Closing shall not result in a
breach of the Shareholders’ Agreement, the Purchaser may unilaterally change
the Closing Date to an earlier date, provided such date is no earlier than October 17,
2008  unless expressly consented to
in writing by the Selling Companies, by providing five (5) Business Days’
prior written notice of the new Closing Date to the Selling Companies, and “Closing” means the completion of the
transactions of purchase and sale contemplated herein on such date;


 


(l)                                     “Closing Opinion” means with respect to any Party
hereto, an opinion of counsel to such Party in the jurisdiction of its
incorporation or formation as to the incorporation or formation, existence and
capacity of such Party, its authorization, execution and delivery of this
Agreement and any other Transaction Document to which it is a party, the
enforceability of such Transaction Documents against such Party, and as to such
other matters as the to recipient(s) of such opinion may reasonably
request and which are customarily addressed in opinions delivered on completion
of transactions of the nature contemplated herein;


 


3
















 


(m)                               “Concessions” means all exploration permits,
exploration concessions, exploitation concessions and any gaps or fractions
between such permits or concessions (demasia)
relating to the Business, whether constituted or in the process of being
constituted, and held by or for the benefit of Minera, including those
identified in the Disclosed Data, and any other permits, concessions or demasia
(including any resulting from overlapping or overstaking) or right thereto
(including any future right) located within the area covered by the aforesaid
permits, concessions and demasia and owned directly or indirectly by Minera or
any of its Directors, officers or employees or otherwise for the benefit of
Minera;


 


(n)                                 “Confidentiality
Agreement” means
the agreement dated June 3, 2008 among MAAC, Inversud, Anglo American
Norte S.A. and Kinross Gold Corporation;


 


(o)                                 “Consent” means the consents, approvals,
permits, waivers, rulings, exemptions or acknowledgements listed in Schedule
1.01(o);


 


(p)                                 “Contract” means any written or oral
agreement, arrangement or commitment, to which Minera is a party or by which
the Assets are bound;


 


(q)                                 “Corporation” means a corporation, incorporated company, limited liability company,
sociedad contractual minera, sociedad de responsabilidad limitada, sociedad por
acciones or sociedad anónima;


 


(r)                                    “Credit Transfer
Deed” means the
transfer deed in respect of the Long-term Credits  in the form of Exhibit 1.01(r);


 


(s)                                  “Director” means, with respect to a
Corporation, a member of the board of directors of the Corporation and
includes, where permitted under Applicable Law, any alternate who is duly
authorized to represent such member at meetings of the board of directors;


 


(t)                                    “Disclosed Data” mean the written information, data
or documents relating to or in connection with Minera, the Business or any of
the Assets or the purchase and sale of the Purchased Shares, that is or was
provided or made available to the Purchaser or any of its representatives at
any time prior to the Time of Closing by or on behalf of the Selling Companies,
including, for greater certainty, the information, data or documents included
on the CD-ROMs delivered by or on behalf of the Selling Companies to the
Purchaser in advance of Closing, copies of which are held by the Parties and
all copies of which were initialled for identification purposes by a
representative of each of the Parties and the index of which is attached as a
schedule to the Disclosure Letter,


 


(u)                                 “Disclosure Letter”
means the
confidential disclosure letter to be delivered to the Purchaser on the
Signature Date setting out disclosure, qualifications, exceptions and
exclusions to the Selling Companies’ representations and warranties under 


 


4

















 


section 4.02
under this Agreement and which may be updated by the Selling Companies at any
time prior to the Closing Date;


 


(v)                                 “Easements” means any easement, right of way,
servitude or other similar interest of Minera in or over any real property,
including the Easements identified in the Disclosed Data;


 


(w)                               “Environmental Laws” means any Applicable Law or other
official requirement of any Governmental Body and any published judicial or
administrative interpretation thereof, regulating, relating to or imposing
liability or standards of conduct concerning: (i) the environment, human
health or safety, or emissions, discharges, releases or threatened releases
into the environment (including, ambient air, surface water, underground water,
noise and land), (ii) the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of solid waste, waste
water, pollutants, contaminants, chemicals or any Hazardous Material, (iii) the
reclamation or remediation of disturbed land, or (iv) the protection or
relocation of local inhabitants, flora, fauna, archaeological sites, national
or natural monuments and protected areas such as natural parks;


 


(x)                                   “Equipment” means all drilling, exploration,
transportation and ancillary equipment used in operations relating to the
Business or otherwise owned by Minera;


 


(y)                                 “Fairly Disclosed” means disclosed in sufficient
detail to enable a reasonable purchaser to assess the matter in question;


 


(z)                                   “Financial
Statements” means
the audited annual financial statements of Minera for each of the fiscal years
ended December 31, 2006 and 2007, consisting of a balance sheet as at each
of those dates, a statement of income and a statement of cash flows for the
periods ended on each of those dates, and all notes thereto and reports of the
auditors thereon, copies of which are included in the Disclosed Data;


 


(aa)                            “Governmental
Approval” means any
authorization, consent, approval, licence, ruling, permit, concession,
certification, exemption, filing, variance, order, judgment, decree,
publication, notice declaration or evidence of authority issued or granted to,
conferred upon or otherwise created for or in respect of Minera, the Business
or the Assets by any Governmental Body or otherwise under Applicable Law,
including fiscal stability certificates, environmental assessment approvals and
foreign  investment contracts;


 


(bb)                          “Governmental Body” means any national, state,
regional, municipal or local governmental department, commission, board,
bureau, agency, authority or instrumentality of Chile or any political
subdivision thereof, and any Person exercising or purporting to exercise
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to any of the foregoing entities, including 


 


5

















 


all tribunals,
commissions, boards, bureaux, arbitrators and arbitration panels, and any
authority or other Person Controlled by any of the foregoing;


 


(cc)                            “Gross Negligence” means the intentional failure to
perform a manifest duty in reckless disregard of the consequences;


 


(dd)                          “Hazardous
Materials” means
any solid, liquid, gas, odour, heat, sound, vibration, radiation or combination
of them that may impair the natural environment, injure or damage property or
plant or animal life or harm or impair the health of any individual and
includes any contaminant, waste, substance or material defined by Environmental
Law as hazardous, toxic or dangerous or any other substance or material
prohibited, regulated or reportable pursuant to any Environmental Law;


 


(ee)                            “Interim Period” means the period commencing on the
Signature Date and ending on the Closing Date;


 


(ff)                                “Inversud” means Minorco Inversud S.A., a
corporation incorporated under the laws of Chile which was formerly named
Inversiones Sudamericana S.A.;


 


(gg)                          “Inversud Shares” means the 2,816,462 Shares owned by
Inversud and which are to be sold by it to the Purchaser hereunder;


 


(hh)                          “Knowledge” means:


 


(i)                  with respect to the Selling
Companies, the knowledge of Terry Burgess, Head of Business Development for
Anglo American plc, Claus Bunger and Miguel Angel Duran in their respective
capacities as employees of the Selling Companies or their Affiliates and
Directors of Minera, as applicable, and not in their respective personal
capacities; and


 


(ii)               with respect to the Purchaser, the knowledge of
Thomas B. Elliott, Vice President, Corporate Development of Kinross Gold
Corporation and Manuel Fernandez, General Counsel Andean Region of Kinross
Minera Chile Limitada in their respective capacities as employees of an
Affiliate of the Purchaser and not in their respective personal capacities;


 


and, without imposing any
obligation of inquiry or due diligence, each such individual will be deemed to
have “knowledge” of a particular fact or other matter if (a) that
individual is actually aware of that fact or matter; or (b) that fact or
matter has been received or has come to the attention of that individual in
sufficient detail and under circumstances in which a reasonable person would take
cognizance of it and, for greater certainty, where the phrase “to the Knowledge”
qualifies a particular representation or warranty in this Agreement, such
representation or warranty shall not be breached as a 


 


6

















 


result of any fact or state of
affairs that is not within the Knowledge of the Party;


 


(ii)                                  “Land” means all right, title or interest
of Minera in real property, including the real property identified in the
Disclosed Data, as well as surface rights, easements (including the Easements),
rights of way and leasehold interests, and all buildings, erections,
structures, improvements and fixtures thereon;


 


(jj)                                  “Lien” means with respect to any property
or asset any security interest, mortgage, pledge, prohibition, injunction (medidas precautorias), restriction, lien,
charge, assignment, option, claim, promise to contract, compromise or other
encumbrance or interest of any kind, upon any such property or asset, or upon
the income revenue or profits therefrom, including (i) any right, to
participate in revenues, profits, royalties, rents or other income in any way
derived from or a attributable to such property or asset or any rights arising
therefrom; (ii) any acquisition of or option or right to acquire such
property or asset including upon conditional sale or other title retention
agreement, device or arrangement (including any capital lease); (iii) any
sale, assignment, pledge or other transfer for security of any accounts,
intangibles or chattel paper, with or without recourse; and (iv) any
agreement to create or grant any of the foregoing;


 


(kk)                            “Long-term
Credits” means the $3,156,571 of accounts payable owing by Minera to
the Selling Companies on the Closing Date;


 


(ll)                                  “Loss” means any loss, liability, damage,
cost or expense suffered or incurred, including any penalties, interest,
litigation, fees and any other costs and expenses of any assessment, judgment,
settlement or compromise relating thereto;


 


(mm)                      “MAAC” has the meaning ascribed thereto in
the recitals to this Agreement;


 


(nn)                          “MAAC Shares” means the 2,894,286 Shares of
Minera owned by MAAC and which are to be sold by it to the Purchaser hereunder;


 


(oo)                          “Material Adverse
Effect” means any
state of facts, change, occurrence, event, violation, inaccuracy, circumstance
or effect that, either individually or in the aggregate are, or could
reasonably expected to be, material and adverse to Minera, the Business,
operations, results of operations, prospects, properties, Assets, or financial
condition of Minera, each either considered as a whole or collectively in their
entirety, as the case may be; provided, however, that states of fact, changes,
occurrences, events, violations, inaccuracies, circumstances, or effects
relating to:


 


(i)                            changes in general economic or
political conditions, whether domestic or international in either case,
including changes or disruptions in financial, currency exchange, real
property, labour or commodities markets, except to the extent that such changes
adversely affect the Business (taken as a whole) or the Assets (taken as a
whole), as the case may be, in a manner 


 


7

















 


	
   

  	
   

  	
  distinct from and with a
  materially disproportionate effect than it affects other operators of a similar
  business in Chile;

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  acts of God, any outbreak or
  escalation of hostilities, declared or undeclared acts of war or terrorism or
  civil unrest, except to the extent that such acts of God, hostilities, war,
  terrorism or civil unrest adversely affect the Business (taken as a whole) or
  the Assets (taken as a whole), as the case may be, in a manner distinct from
  and with a materially disproportionate effect than it affects other operators
  of a similar business in Chile;

  
	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  changes in Applicable Law or
  changes in generally accepted accounting principles, except to the extent
  that such changes in Applicable Law or changes in generally accepted
  accounting principles adversely affect the Business (taken as a whole) or the
  Assets (taken as a whole), as the case may be, in a manner distinct from and
  with a materially disproportionate effect than it affects other operators of
  a similar business in Chile;

  
	
   

  	
   

  	
   

  
	
   

  	
  (iv)

  	
  changes affecting generally
  any of the industries in which the Assets are being employed (including the
  industries represented by the Business), including changes due to disruption
  of power, utilities, supply and transportation systems, except to the extent
  that such changes adversely affect the Business (taken as a whole) or the
  Assets (taken as a whole), as the case may be, in a manner distinct from and
  with a materially disproportionate effect than it affects other operators of
  a similar business in Chile;

  
	
   

  	
   

  	
   

  
	
   

  	
  (v)

  	
  the announcement or pendency
  of the transactions contemplated by this Agreement or other communication by
  the Purchaser of its plans or intentions with respect to the Business or
  Assets generally, or to any of the Assets, or any elements of the Business,
  specifically;

  
	
   

  	
   

  	
   

  
	
   

  	
  (vi)

  	
  the consummation of the
  transactions contemplated by this Agreement or any actions by the Purchaser
  or the Selling Companies taken pursuant to or in light of this Agreement;

  
	
   

  	
   

  	
   

  
	
   

  	
  (vii)

  	
  any change in the market price
  or trading volume of any of the securities of the Purchaser or any Affiliate
  of the Purchaser;

  
	
   

  	
   

  	
   

  
	
   

  	
  (viii)

  	
  any change in climate or
  weather; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (ix)

  	
  any matter of which the
  Purchaser has Knowledge on the Signature Date of this Agreement,

  
	
   

  	
   

  	
   

  
	
   

  	
  will be deemed not to
  constitute a “Material Adverse Effect”
  and will not be considered in determining whether a “Material Adverse Effect” has occurred.

  



 


8

















 


	
  (pp)

  	
  “Minera” has the meaning ascribed thereto
  in the recitals to this Agreement;

  
	
   

  	
   

  
	
  (qq)

  	
  “Most Recent Balance Sheet” means the Balance Sheet of Minera
  as at December 31, 2007;

  
	
   

  	
   

  
	
  (rr)

  	
  “Norte” means Anglo American Norte S.A.,
  a corporation incorporated under the laws of Chile which was formerly named
  Empresa Minera de Mantos Blancos S.A.;

  
	
   

  	
   

  
	
  (ss)

  	
  “Norte Shares” means the 9,640,244 Shares owned
  by Norte and which are to be sold by it to the Purchaser hereunder;

  
	
   

  	
   

  
	
  (tt)

  	
  “Notary Instructions” means the notary instructions in
  substantially the form of Exhibit 1.01(tt);

  
	
   

  	
   

  
	
  (uu)

  	
  “Notary Public” means Ms. Antonieta Mendoza
  Escalas, Notary Public in Santiago, or her successor;

  
	
   

  	
   

  
	
  (vv)

  	
  “Parties” means the parties to this
  Agreement and “Party” means any one of them;

  
	
   

  	
   

  
	
  (ww)

  	
  “Person” means an individual, a
  partnership, a Corporation, a Governmental Body, a trustee, any
  unincorporated organization and the heirs, executors, administrators or other
  legal representatives of an individual and words importing “Person” have similar meaning;

  
	
   

  	
   

  
	
  (xx)

  	
  “Project” means the gold project located in
  the Maricunga Area of Chile commonly known by the Parties as the “Lobo Marte
  Project”;

  
	
   

  	
   

  
	
  (yy)

  	
  “Purchase Price” has the meaning given to such
  term in subsection 2.01(2);

  
	
   

  	
   

  
	
  (zz)

  	
  “Purchased Shares” means the MAAC Shares, the
  Inversud Shares and the Norte Shares, together, in each case, with all rights
  of the Selling Companies to acquire any other shares of, or equity interests
  in, Minera, all rights relating to any capital contributions made to Minera
  (whether reflected as aportes al patrimonio, as aportes a cuenta de futuros
  aumentos de capital, or otherwise), in respect of which shares or equity
  interests have not been issued, all rights pursuant to the Shareholders’
  Agreement and all rights which any of the Selling Companies have relating
  thereto;

  
	
   

  	
   

  
	
  (aaa)

  	
  “Purchaser” has the meaning ascribed thereto
  in the recitals to this Agreement;

  
	
   

  	
   

  
	
  (bbb)

  	
  “Purchaser Claimants” has the meaning given to such
  term in section 6.01;

  
	
   

  	
   

  
	
  (ccc)

  	
  “Purchaser’s Counsel” means Blake, Cassels &
  Graydon LLP, 199 Bay Street, Suite 2800, Commerce Court West, Toronto,
  Ontario, M5L 1A9, attention: Jeff Lloyd;

  



 


9

















 


	
  (ddd)

  	
  “Regulatory Approval” means the approvals, consents,
  rulings, authorizations, notices, permits or acknowledgements listed in
  Schedule 1.01(ddd);

  
	
   

  	
   

  
	
  (eee)

  	
  “Selling Companies” means, collectively, MAAC,
  Inversud and Norte;

  
	
   

  	
   

  
	
  (fff)

  	
  “Selling Companies’ Chilean
  Counsel” means Guerrero, Olivos, Novoa y Errázuriz, Av. Vitacura 2939, Piso 8,
  Las Condes, Santiago, Chile, attention: Roberto Guerrero V;

  
	
   

  	
   

  
	
  (ggg)

  	
  “Selling Companies’
  Claimants” has the meaning given to such term in section 6.02(1);

  
	
   

  	
   

  
	
  (hhh)

  	
  “Shareholders’ Agreement” means the shareholders agreement
  dated as of December 5, 1996 among the Teck Group, Norte, MAAC and
  Inversud;

  
	
   

  	
   

  
	
  (iii)

  	
  “Share Transfer Deed” means the transfer deed in
  respect of the Purchased Shares to be filed with the Mining Registrar of
  Santiago in the form of Exhibit 1.01(iii);

  
	
   

  	
   

  
	
  (jjj)

  	
  “Share Transfer Opinion” means, with respect to the sale
  and transfer of the Purchased Shares to the Purchaser as contemplated herein,
  an opinion of applicable local counsel confirming (i) the satisfaction
  of all requirements under Applicable Law, the Shareholders’ Agreement and
  Minera’s constating documents necessary to duly transfer to and register the
  Purchased Shares in the name of the Purchaser free and clear of any Liens
  other than any Liens noted in the Share Transfer Deed, (ii) receipt of
  all Regulatory Approvals, and (iii) such other matters concerning the
  Selling Companies, the Purchased Shares and the transfer thereof, and Minera
  as are customarily addressed in opinions delivered on the completion of
  transactions of the nature contemplated herein;

  
	
   

  	
   

  
	
  (kkk)

  	
  “Shares” means the common shares of
  Minera;

  
	
   

  	
   

  
	
  (lll)

  	
  “Signature Date” means the date that this
  Agreement is fully signed by all of the Parties;

  
	
   

  	
   

  
	
  (mmm)

  	
  “Taxes” means all taxes, levies, duties,
  imposts, mining licences (patentes mineras), mining canon (canon minero)
  royalties, fees, deductions, charges or withholdings of any kind whatsoever
  including taxes withheld or required to be withheld on payments to
  non-residents of Chile, national, provincial and municipal patents (patentes
  municipales) or taxes, sales, gross or net income, receipts, value added,
  use, franchise, payroll, capital (including any taxes arising from a failure
  to meet the Chilean thin capitalization rules), excise, goods and services,
  property or windfall profit or mining operations taxes, stamp, transfer,
  registration or similar documentary charges, customs duties, health and
  social security contributions, employment insurance premiums and any other
  withholdings or deductions relating to employees and all liabilities with
  respect

  



 


10

















 


thereto,
including any interest, fines, penalties, surtaxes, charges, additions to tax
or additional amounts and loss of relief in respect of any of the foregoing,
imposed by any taxing or social security authority, body or instrumentality
(whether domestic or foreign) upon Minera;


 


(nnn)                   “Tax Returns”
means all reports, returns and other documents filed or required to be filed by
Minera in respect of Taxes;


 


(ooo)                   “Teck Group”
means collectively Teck Gold Ltd. and Teck Cominco Limited (formerly named Teck
Corporation);


 


(ppp)                   “Third Party”
means any Person other than a Party;


 


(qqq)                   “Third Party Claim” means any Claim asserted by a Third Party against a Purchaser Claimant
or a Selling Companies’ Claimant, as the case may be;


 


(rrr)                            “Time of Closing” means 11:00 a.m. (Toronto time) on the
Closing Date;


 


(sss)                      “Transaction Documents” means this Agreement, the
Confidentiality Agreement, the Disclosure Letter and all agreements,
instruments, documents and certificates entered into or delivered by the
Parties pursuant to or relating to the transactions contemplated by this Agreement;
and


 


(ttt)                            “Water Rights” means: (i) all registered and
non-registered concessions and other rights (including all rights that may be
acquired from water right concession applications in progress as of the Time of
Closing) held by or contracted to Minera to remove or divert from its natural
source and to use water granted by any Persons to Minera, including those
rights pursuant to the permits, licences or other authorizations identified or
provided in the Disclosed Data, and (ii) all rights and approvals related
thereto, such as rights and approvals to access water and to locate equipment
and other hydrological works necessary to access and transport water.


 


1.02                        Headings


 


The division of this Agreement
into Articles and sections and the insertion of headings are for convenience of
reference only and shall not affect the construction or interpretation of this
Agreement.  The terms “this Agreement”, “hereof’,
“hereunder” and similar expressions refer to this Agreement and not to any
particular Article, section or other portion hereof and include any agreement
supplemental hereto.  Unless something in
the subject matter or context is inconsistent therewith, references herein to
Articles and sections are to Articles and sections of this Agreement.


 


1.03                        Extended Meanings


 


In this Agreement: (a) words
importing the singular number only shall include the plural and vice versa,
words importing the masculine gender shall include the feminine and


 


11

















 


neuter genders and vice versa;
and (b) the term “including” means “including without limiting the
generality of the foregoing”.


 


1.04                        Accounting
Principles


 


Wherever in this Agreement
reference is made to generally accepted accounting principles, such reference
shall be deemed to be to the accounting principles generally accepted in Chile
and from time to time approved by the Chilean Accountants’ Association (Colegio
de Contadores de Chile A.G.), or any successor association or board as
applicable.


 


1.05                        Currency


 


Unless otherwise indicated, all
references to currency herein are to lawful money of the United States.


 


1.06                        Spanish Language
Documents


 


Subject to section 8.13, the
English language versions of the Share Transfer Deed and Notary Instructions
are provided for convenience only and in the event of any inconsistency between
the Spanish language and English language versions or any dispute with respect
to such documents, the operative provisions of the Spanish language versions
shall prevail.


 


1.07                        Schedules and Exhibits


 


(1)                                  The following are the Schedules
annexed hereto and deemed to be part hereof:


 


	
  Schedule 1.01(o)

  	
   

  	
  – Consents;

  
	
  Schedule 1.01(ddd)

  	
   

  	
  – Regulatory Approvals; and

  
	
  Schedule 7.02

  	
   

  	
  – Notice and Defence of Third
  Party Claims.

  



 


(2)                                  The following are the Exhibits
annexed hereto and deemed to be a part hereof:


 


	
  Exhibit 1.01(r)

  	
  –

  	
  Form of Credit Transfer
  Deed

  
	
  Exhibit1.01(tt)

  	
  –

  	
  Notary Instructions

  
	
  Exhibit 1.01(iii)

  	
  –

  	
  Form of Share Transfer
  Deed

  
	
  Exhibit 2.05(4)(c)

  	
  –

  	
  Selling Companies’ Bring-Down
  Certificate;

  
	
  Exhibit 2.05(4)(d)

  	
  –

  	
  Selling Companies’ Corporate
  Certificates;

  
	
  Exhibit 2.05(4)(f)

  	
  –

  	
  Form of Director and
  Officer Resignation and Release;

  
	
  Exhibit 2.05(4)(g)

  	
  –

  	
  Form of Selling
  Companies’ Release;

  
	
  Exhibit 2.05(6)(b)

  	
  –

  	
  Purchaser’s Bring-Down
  Certificate; and

  
	
  Exhibit 2.05(6)(c)

  	
  –

  	
  Purchaser’s Corporate
  Certificate.

  



 


(3)                                  Capitalized terms used, but not
otherwise defined, in the Schedules or the Exhibits have the meanings given to
them in this Agreement.


 


12
















 


ARTICLE 2

PURCHASE AND SALE


 


2.01        Purchase and Sale, Purchase Price


 


(1)           Subject to the terms and conditions hereof, the
Selling Companies shall assign and transfer the Long-term Credits, MAAC shall
sell the MAAC Shares, Inversud shall sell the Inversud Shares and Norte shall
sell the Norte Shares to the Purchaser, and the Purchaser shall purchase the
Long-term Credits and the Purchased Shares, at the Time of Closing and free and
clear of all Liens other than any Liens noted in the Share Transfer Deed.


 


(2)           The aggregate purchase price for the Purchased Shares
and the Long-term Credits (the “Purchase
Price”) shall be equal to $140,000,000 (one hundred forty million
dollars).


 


2.02        Allocation of Purchase Price


 


The Purchase Price shall be allocated among the
Purchased Shares and the Long-term Credits as follows:


 




	
   

  	
   

  	
  Purchase Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Long-term Credits

  	
   

  	
  $

  	
  3,156,571

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MAAC Shares

  	
   

  	
  $

  	
  25,800,549

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Inversud Shares

  	
   

  	
  $

  	
  25,106,802

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Norte Shares

  	
   

  	
  $

  	
  85,936,078

  	
   

  






 


The Parties shall use the foregoing allocations
of the Purchase Price in filing their respective tax returns.  Notwithstanding the foregoing, if the amount
of the Long-term Credits increases during the Interim Period, the Purchase
Price allocation (but, for greater certainty, not the Purchase Price) will be
revised to reflect the increase and corresponding adjustments will be made to
the allocation among the Purchased Shares on a pro rata basis.


 


2.03        Payment of Purchase Price


 


(1)           The Purchase Price shall be paid by the Purchaser to the
Selling Companies, or as they may direct, in accordance with the foregoing
allocation on the Closing Date in accordance with
subsection 2.05(5)(c).  Such payment
shall be held in escrow by the Notary Public until the requirements set out in
clause 3 of the Notary Instructions have been fulfilled and then shall be
released by the Notary Public to the Selling Companies.


 


(2)           The Selling Companies shall pay or cause to be paid in
full on or before the Time of Closing all amounts owing or accruing due by them
or any of their Affiliates to Minera. 
Any such amount which is not so paid will be satisfied by the Purchaser
by deducting such amount from the Purchase Price to be paid to the Selling
Companies on the Closing Date.  The
Parties


 


13

















 


shall deliver appropriate
directions and receipts at the Time of Closing to document and evidence such
payments.


 


(3)                                  Except as otherwise provided herein, all payments
under this Agreement shall be made by the Party making the payment to the Party
receiving the payment by wire transfer in same day funds or by certified cheque
or bank draft to or to the order of the Party receiving the payment or as it
may direct.  Each Party that is to
receive payment hereunder shall provide written instructions regarding wire
transfer details to the Party making the payment not less than two (2) Business
Days prior to the date that payment is to be made.


 


(4)                                  All payment required to be made hereunder shall be
made in U.S. dollars.


 


2.04        Closing


 


The sale and purchase of the Purchased Shares
shall be completed at the Time of Closing at the offices of the Notary Public.


 


2.05        Closing Deliveries and Procedures


 


(1)                                  The sale and purchase of all of the Purchased Shares
and Long-term Credits contemplated by this Agreement will be completed
simultaneously and none of such transactions will be completed unless all are
completed at the same time.


 


(2)                                  At or prior to Closing, the Selling Companies shall
deliver to the Notary Public:


 


(a)                                  the Share Transfer Deed and the Credit Transfer Deed,
executed by public deed; and


 


(b)                                 the executed Notary Instructions.


 


(3)                                  At Closing, the Selling Companies shall deliver to
Purchaser’s Counsel a Share Transfer Opinion of the Selling Companies’ Chilean
Counsel to be held in escrow until the requirements set out in clause 3 of the
Notary Instructions have been fulfilled.


 


(4)                                  At Closing, the Selling Companies shall deliver to the
Purchaser:


 


(a)                                  a Closing Opinion of the Selling Companies’ Chilean
Counsel;


 


(b)                                 all Books and Records that are in the possession of
the Selling Companies or their Affiliates or their respective advisors or
agents, as determined by the Selling Companies after using reasonable
commercial efforts to identify such Books and Records;


 


(c)                                  a certificate of the President or other senior officer
of each of the Selling Companies dated as of the Closing Date in the form of Exhibit 2.05(4)(c);


 


14

















 


(d)                                 a certificate of the Secretary or other officer of
each of the Selling Companies dated as of the Closing Date in the form of Exhibit 2.05(4)(d);


 


(e)                                  evidence in form satisfactory to the Purchaser, acting
reasonably, that the Consents and Regulatory Approvals have been obtained;


 


(f)                                    the written resignation of each Director and officer
of Minera nominated or appointed by the Selling Companies and a duly executed
release of all claims against Minera by each such Director and officer in the
form of Exhibit 2.05(4)(f); and


 


(g)                                 a release of claims against Minera, and termination of
all Contracts between the members of the Selling Companies and Minera,
substantially in the form of Exhibit 2.05(4)(g), duly executed by the
Selling Companies.


 


(5)                                  At or prior to Closing, the Purchaser shall deliver to
the Notary Public:


 


(a)                                  the Share Transfer Deed and the Credit Transfer Deed,
executed by public deed;


 


(b)                                 the executed Notary Instructions; and


 


(c)                                  payment of the Purchase Price payable to the
respective Selling Companies in the respective amounts set out in section 2.02
and in accordance with clause 2 of the Notary Instructions to be held in escrow
until the requirements set out in clause 3 of the Notary Instructions have been
fulfilled.


 


(6)                                  At Closing the Purchaser shall deliver to the Selling
Companies:


 


(a)                                  a Closing Opinion of the Purchaser’s Chilean counsel;


 


(b)                                 a certificate of the President or other senior officer
of the Purchaser dated as of the Closing Date in the form of Exhibit 2.05(6)(b);
and


 


(c)                                  a certificate of the Secretary or other officer of the
Purchaser dated as of the Closing Date in the form of Exhibit 2.05(6)(c).


 


(7)                                  The Parties shall execute and deliver such other
Transaction Documents (duly notarized and legalized, as applicable) as may
reasonably be required by any Party so as to complete the registration,
recordation and publications, as required, of the sale of the Purchased Shares
by the Selling Companies to the Purchaser as contemplated herein and the
Parties shall co-operate with and render such reasonable assistance to each
other as may be necessary or desirable to effect, facilitate or expedite such
recordings and notice.


 


15

















 


ARTICLE 3

CONDITIONS


 


3.01        Conditions for the Benefit of the
Purchaser


 


(1)           The sale by the Selling Companies and the purchase by
the Purchaser of the Purchased Shares and Long-term Credits is subject to the
following conditions which are for the exclusive benefit of the Purchaser to be
performed or complied with at or prior to the Time of Closing:


 


(a)                                  all Consents and Regulatory Approvals shall have been
obtained and evidence thereof delivered to the Purchaser;


 


(b)                                 no order or judgment of any court or any Governmental
Body shall have been issued or made, no legal proceedings shall have been
commenced or threatened and no legal or regulatory requirement shall remain to
be satisfied, in any case (i) which has the effect or purpose of making
void, unlawful or otherwise prohibiting the purchase and sale of the Purchased
Shares or any portion thereof as contemplated herein, (ii) which could
adversely affect the right of the Purchaser to acquire or retain the Purchased
Shares or (iii) that would have a Material Adverse Effect;


 


(c)                                  no change in the financial condition, business,
prospects, operations, Assets or affairs of Minera shall have occurred since December 31,
2007 that would have a Material Adverse Effect;


 


(d)                                 the representations and warranties of the Selling
Companies in this Agreement shall be materially true and correct at the Time of
Closing with the same force and effect as if made as at and as of such time
(and, for such purposes, a representation or warranty in section 4.02 will be
considered materially true and correct unless the change, occurrence, event,
violation, inaccuracy, circumstance or effect causing it not to be true and
correct constitutes a Material Adverse Effect and, as a result, in order to
avoid a duplicating qualification, references to Material Adverse Effect
expressed in the representations and warranties set out in section 4.02
will be disregarded for the purposes of this subsection 3.01(1)); and


 


(e)                                  the Selling Companies shall have performed or complied
in all material respects with all of the terms, covenants and conditions of
this Agreement to be performed or complied with by them at or prior to the Time
of Closing, including delivery of all items to be delivered by them at Closing
pursuant to section 2.05 (and, for such purposes, a term, covenant or
condition, other than those contained in section 2.05, will be considered
materially performed or complied with unless the non-performance or
non-compliance constitutes a Material Adverse Effect).


 


(2)                                  If any condition to be performed, satisfied or
complied with by the Selling Companies for the benefit of the Purchaser at or
prior to the Time of Closing shall not have been


 


16

















 


performed, satisfied or complied with at or
prior to the Time of Closing the Purchaser may, without limiting any other
right that it may have, at its sole option:


 


(a)                                  rescind this Agreement by notice to the Selling
Companies and, in such event, the Purchaser shall be released from all
obligations hereunder; or


 


(b)                                 subject to and without derogating from the provisions
of section 7.01, waive compliance with any such term, covenant or condition in
whole or in part on such terms as may be agreed upon without prejudice to any
of its rights of rescission in the event of non-performance of any other term,
covenant or condition in whole or in part.


 


If the Purchaser rescinds this Agreement
pursuant to subsection 3.01(2)(a) because a condition was not performed,
satisfied or complied with, such rescission shall be without prejudice to each
Party’s Claims in respect of any breach by the other Parties of this Agreement
prior to the date of such rescission, provided however that notwithstanding
anything to the contrary in this Agreement (i) the maximum quantum of such
Claims shall not in each case exceed the reasonable fees and expenses incurred
by the relevant Claimant prior to the date of such rescission; and (ii) the
limitation in subsection 7.01(3) shall not apply to any such Claims.


 


3.02        Conditions for the Benefit of the
Selling Companies


 


(1)           The sale by the Selling Companies and the purchase by
the Purchaser of the Purchased Shares and Long-term Credits is subject to the
following conditions which are for the exclusive benefit of the Selling
Companies to be performed or complied with at or prior to the Time of Closing:


 


(a)                                  all Consents and Regulatory Approvals shall have been
obtained or provided;


 


(b)                                 no order or judgment of any court or Governmental Body
shall have been issued or made, no legal proceedings shall have been commenced
or threatened and no legal or regulatory requirement shall remain to be
satisfied, in any case which has the effect or purpose of making void, unlawful
or otherwise prohibiting the purchase and sale of the Purchased Shares or any
portion thereof as contemplated herein;


 


(c)                                  the representations and warranties of the Purchaser
contained in this Agreement shall be materially true and correct at the Time of
Closing with the same force and effect as if made as at and as of such time;
and


 


(d)                                 the Purchaser shall have performed or complied in all
material respects with all of the terms, covenants and conditions of this
Agreement to be performed or complied with by it at or prior to the time of
Closing, including delivery of all items to be delivered by it at Closing
pursuant to section 2.05.


 


17

















 


(2)           If any term, covenant or condition to be performed,
satisfied or complied with by the Purchaser for the benefit of the Selling
Companies at or prior to the Time of Closing shall not have been performed or
complied with at or prior to the Time of Closing, the Selling Companies may,
without limiting any other rights they may have, at their sole option, either:


 


(a)           rescind this Agreement by notice to the Purchaser and,
in such event, each of the Selling Companies shall be released from all
obligations hereunder; or


 


(b)           waive compliance with any such term, covenant or
condition in whole or in part on such terms as may be agreed upon without
prejudice to any of their rights of rescission in the event of non-performance
of any other term, covenant or condition in whole or in part.


 


If the Selling Companies rescind this Agreement
pursuant to subsection 3.02(2)(a) because a condition was not performed,
satisfied or complied with, such rescission shall be without prejudice to each
Party’s Claims in respect of any breach by the other Parties of this Agreement
prior to the date of such rescission, provided however that notwithstanding
anything to the contrary in this Agreement (i) the maximum quantum of such
Claims shall not in each case exceed the reasonable fees and expenses incurred
by the relevant Claimant prior to the date of such rescission; and (ii) the
limitation in subsection 7.01(3) shall not apply to any such Claims.


 


3.03        Procedure for Satisfaction of the
Conditions


 


(1)           Each of the Parties undertakes to work diligently and
use all commercially reasonable efforts to ensure the satisfaction of the
conditions set out in sections 3.01 and 3.02 over which it has control as
promptly as possible, but in any event not later than the Time of Closing.


 


(2)           The Selling Companies shall be responsible for
obtaining the Consents and Regulatory Approvals.  The Parties shall co-operate one with the
other to obtain such Consents and Regulatory Approvals and, in connection
therewith, each of the Purchaser and the Selling Companies shall deliver to the
other Parties copies of all relevant communications to or from Third Parties in
respect of the Consents and Regulatory Approvals in a timely fashion.  In this regard, the Selling Companies and the
Purchaser, to the extent reasonably required, shall make their respective
representatives available on reasonable notice to meet in person or by
teleconference if requested by the Selling Companies or the Purchaser to
discuss the process and progress in obtaining the Consents and Regulatory
Approvals.


 


ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE SELLING COMPANIES


 


4.01        General Representations and
Warranties Relating to the Selling Companies.


 


The Selling Companies jointly and severally
represent and warrant to the Purchaser as follows (and acknowledge that the
Purchaser is relying thereon):


 


18

















 


(1)           Due Incorporation.  Each of the
Selling Companies is duly incorporated and organized and is validly existing in
good standing under the laws of its jurisdiction of incorporation and has the
corporate capacity and is duly authorized and licensed to own its assets and to
carry on its business as presently owned and carried on by it.


 


(2)           Due Authorization.  Each of the
Selling Companies has the necessary corporate power and authority, and has
taken all necessary corporate action, to duly authorize, execute and deliver
the Transaction Documents to which it is or will be a party and to perform its
obligations thereunder.


 


(3)           Enforceability.  The
Transaction Documents to which each of the Selling Companies is or will be a
party have been (or will be, when executed and delivered) duly executed and
delivered by it and constitute (or will constitute when executed and delivered)
valid and binding obligations enforceable against it in accordance with their
respective terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization or other similar law affecting the rights of
creditors generally.


 


(4)           Non-Violation.  The execution
and delivery by each of the Selling Companies of the Transaction Documents to
which it is or may become a party and the consummation of the transactions
contemplated thereby do not or will not, as applicable, conflict with, violate,
result in a breach of, or constitute a default under or, except for the
Consents and Regulatory Approvals, require the consent of, notice to or
authorization or approval of any Person under (a) any provision of its
certificate of incorporation, articles, by-laws or other of its organizational
documents (b) any contract, agreement, permit, licence, lease or
indenture, written or oral, to which it is a party or by which it or any of its
assets is bound and (c) any Governmental Approval order, decrees,
judgments or Applicable Law.


 


(5)           No Bankruptcy.  There has not
been any petition or application filed, or any judicial or administrative
proceeding commenced which has not been discharged, by or against any of the
Selling Companies or with respect to any of the Selling Companies’ assets under
any Applicable Law relating to bankruptcy, insolvency, reorganization,
fraudulent transfer, compromise, arrangement of debt, creditors’ rights and no
assignment has been made by it for the benefit of creditors.


 


(6)           No Dissolution.  No meeting
has been convened or resolution or petition proposed or order made for any of
the Selling Companies to be wound up or dissolved.


 


(7)           Share Ownership.  In the case
of MAAC with respect to the MAAC Shares, Inversud with respect to the Inversud
Shares and Norte with respect to the Norte Shares:


 


(a)                                  it is the registered and beneficial owner of such
shares free of any Liens save and except Liens pursuant to the Shareholders’
Agreement and any Liens noted in the Share Transfer Deed;


 


(b)                                 it has the power, authority and right to sell such
shares to the Purchaser in accordance with the terms hereof;


 


19

















 


(c)                                  save and except for under the Shareholders’ Agreement
and the constating documents of Minera, there is no outstanding option, warrant,
call, commitment, agreement or other right or privilege (whether by law,
contractual or otherwise) which obliges it to sell, transfer, assign, pledge,
charge, mortgage or otherwise dispose of or encumber any of the such shares;


 


(d)                                 save and except for the Shareholders’ Agreement,  there is no shareholders’ agreement,
partnership agreement, voting trust, voting agreement, pooling agreement, proxy
or other arrangement relating to the voting or other rights attached to any of
such shares;


 


(e)                                  such shares have been duly authorized and are validly
issued and outstanding as fully paid and non-assessable and have not been
issued in violation of any pre-emptive or other right of any Person;


 


(f)                                    other than the Long-term Credits, there are no amounts
owing or accruing due to any of the Selling Companies or their Affiliates by
Minera; and


 


(g)                                 each of the Selling Companies is a resident of Chile
for Chilean Tax purposes.


 


(8)                                  Shareholders’ Agreement.  The
Shareholders’ Agreement constitutes a valid and binding obligation of each of
the Selling Companies enforceable against each in accordance with its
terms.  None of the Selling Companies is
in default of the Shareholders’ Agreement (nor to the Knowledge of the Selling
Companies are any of the counterparties thereto) and the Shareholders’
Agreement is in good standing and in full force and effect.  There are no amendments to the Shareholders’
Agreement and each of the Selling Companies is entitled to the benefits
thereunder, and, to the Knowledge of the Selling Companies, there exists no
condition, event or act which, with the giving of notice or lapse of time or
both, would constitute a default or breach of the Shareholders’ Agreement.


 


4.02        Representations and Warranties
Pertaining to Minera.


 


The Selling Companies jointly and severally
represent and warrant to the Purchaser as follows (and acknowledge that the
Purchaser is relying thereon):


 


(1)                                  Corporate Matters.  To the
Knowledge of the Selling Companies, except as Fairly Disclosed in the
Disclosure Letter:


 


(a)                                  Status of Minera.  Minera is
duly incorporated or formed, and is organized and validly existing in good
standing under the laws of Chile and is qualified and has full power and
capacity to carry on its business and to own its Assets and has made all
necessary filings and registrations under Applicable Law as required to own its
Assets and carry on its Business.


 


20
















 


(b)           Authorized and Issued Capital. 
The authorized capital of Minera consists of 38,377,480 Shares entitled
to one vote each, of which 38,377,480 Shares are issued and outstanding.


 


(c)           Corporate Records. 
The Disclosed Data contains true, correct and complete records and
copies of the minutes of meetings of Minera’s Board of Directors, shareholders
and members, as applicable, the written resolutions of its Directors,
shareholders or members, as applicable and the articles, charter documents,
by-laws (estatutos sociales),
shareholder or partnership agreements and all amendments thereto.  All corporate proceedings and actions
reflected therein have been conducted or taken in compliance with Applicable
Law and with their respective estatutos sociales.


 


(d)           Absence of Investments. 
Minera does not own, nor does it have any obligation to acquire, any
shares or interest in any Person.


 


(e)           No Bankruptcy. 
There has not been any petition or application filed, or any judicial or
administrative proceeding commenced which has not been discharged, by or
against Minera or with respect to any of the Assets under any Applicable Law
relating to bankruptcy, insolvency, reorganization, compromise, arrangement of
debt, or the rights of creditors and no assignment has been made by Minera for
the benefit of creditors.


 


(f)            No Dissolution. 
No shareholders’ or directors’ meeting has been convened or shareholders’
or directors’ resolutions or petitions proposed or judicial or administrative
order made for the dissolution or winding up of Minera.


 


(2)           Financial Information. 
To the Knowledge of the Selling Companies, except as Fairly Disclosed in
the Disclosure Letter:


 


(a)           Financial Statements. 
The Financial Statements are true and correct and have been prepared in
accordance with generally accepted accounting principles applied on a
consistent basis, each statement comprising a part of the Financial Statements
is in accordance with the books and accounts of Minera as at or for the
applicable dates or periods and, except as otherwise noted therein, the
Financial Statements present fairly the financial position, including all
material Assets and liabilities (whether accrued, absolute, contingent or
otherwise), results of operations and changes in the cash flow of Minera as at
or for the applicable dates or periods.


 


(b)           No Material Change. 
Since December 31, 2007, there has been no Material Adverse Effect
and no change in the accounting policies or practices used by Minera.


 


(c)           Absence of Undisclosed
Liabilities.  Minera has no material liabilities or
obligations of any nature or kind (whether accrued, absolute, contingent or 


 


21

















 


otherwise)
other than (i) those reflected in its Most Recent Balance Sheet and (ii) those
incurred since the date of its Most Recent Balance Sheet in the ordinary course
of business, and no event or circumstance has occurred or exists with respect
to Minera or its Business, properties, operations or financial condition that
would have a Material Adverse Effect on the Purchased Shares or Minera,
considered as a whole.


 


(d)           Tax Matters. 
Minera has timely filed all Tax Returns required to be filed under all
Applicable Law relating to Taxes and:


 


(i)      all Taxes accrued due and payable by Minera
have been timely paid and all material deficiencies asserted or assessments
made against Minera as a result of any examination by any Tax authorities of
Tax Returns filed in previous years have been fully paid;


 


(ii)     Minera has not given any waiver of any
limitation period relating to any Taxes;


 


(iii)    the Tax accruals reflected on the Most Recent
Balance Sheet of Minera are adequate to cover all Tax liabilities payable by
Minera for the periods up to and including that date, and a corresponding cash
reserve has been established therefor by Minera; and


 


(iv)    all Tax liabilities of Minera that, in
accordance with generally accepted accounting principles, should have been
accrued since the date of its Most Recent Balance Sheet have been accrued in
the books and accounts of Minera and a corresponding cash reserve has been
established therefor by Minera, or have been paid and such payments are
reflected in such books and accounts.


 


There are no notices of
assessment or reassessment of unpaid Tax liabilities issued by any taxing authority
(Chilean or foreign) which have been received by Minera and there exist no
facts or circumstances which may reasonably be expected to result in the
issuance of any notice of assessment or reassessment of Tax on Minera.


 


(e)           Withholdings. 
Minera has withheld from all payments made to all Persons, whether a
resident or a non-resident of Chile, with respect to whom it is required by
Applicable Law to withhold any amounts, the amount of all Taxes and other
deductions required to be withheld therefrom and has paid the same to the
relevant taxing authorities within the time required under Applicable Law.


 


(f)            Capitalization. 
Except as set forth in notes 9 and 11 of the Financial Statements for
the fiscal year ended December 31, 2007, Minera has been funded by equity
or contributions of capital in accordance with Applicable Law, which form part
of the capital attributable to the Purchased Shares and such shares have been 


 


22

















 


properly
registered in the Books and Records of Minera and with all appropriate
Governmental Bodies, and in connection with such funding, Minera has obtained
all Governmental Approvals required under Applicable Law.


 


(3)           Governmental Approvals. 
To the Knowledge of the Selling Companies, except as Fairly Disclosed in
the Disclosure Letter:


 


(a)           Governmental Approvals. 
The Selling Companies have all the necessary Governmental Approvals to
lawfully hold the Purchased Shares and Minera has all the necessary
Governmental Approvals to enable Minera to lawfully own the Assets and carry on
the Business, and all such Governmental Approvals are valid and
subsisting.  The Selling Companies and
Minera, as the case may be, are in compliance with all such Governmental
Approvals, have satisfied all conditions pertaining thereto, and have timely
filed all statements and reports required by such Governmental Approvals and by
Applicable Law to which they are subject, except for such non-compliance which
would not have a Material Adverse Effect. 
Neither the Selling Companies nor Minera are, and have not been,
involved in a proceeding to revoke, restrict or suspend any such Governmental
Approval, nor is any proceeding pending or threatened which could reasonably be
expected to have such an effect.


 


(b)           Absence of Restrictions. 
Minera is not subject to any restriction, judgment, writ, injunction (medidas precautorias), decree, award, rule or
regulation which would have a Material Adverse Effect.


 


(4)           Issue of Shares. 
To the Knowledge of the Selling Companies, except as Fairly Disclosed in
the Disclosure Letter, there is no Contract or any arrangement or understanding
capable of becoming a Contract which obliges Minera to issue any capital stock,
equity interest or other securities.


 


(5)           Assets and Environmental
Matters.  To the Knowledge of the Selling
Companies, except as Fairly Disclosed in the Disclosure Letter:


 


(a)           Title to and Sufficiency of
Assets.  (i) Minera has good and marketable legal
and beneficial title to all of the Assets, free and clear of any and all Liens;
(ii) the Assets owned and leased by Minera constitute all of the property
and Assets used or held for use in connection with the Business and are
sufficient to permit the continued operation of the Business; and (iii) there
is no agreement, option or other right or privilege outstanding in favour of
any Person for the purchase from Minera of the Business or any part thereof or
of any of the Assets.


 


(b)           Concessions and Easements. 
(i) the Concessions and Easements have been duly filed and registered
with the respective registry and have been validly granted to and registered in
the name of Minera, are owned by it and are in full force and effect and it has
good and valid title thereto; (ii) Minera has paid all accrued and payable
fees and mining canons in respect thereof and it has made all accrued and 


 


23

















 


payable
compensation payments to the surface landowners of the land covered by the
Easements or has otherwise satisfied all current requirements under Applicable
Law relating to the granting and holding of mining easements; (iii) no
Person other than Minera has any right, title or interest in, to or under the
Concessions or the Easements and there are no adverse or competing claims in
respect thereof or Liens thereon; and (iv) the Concessions under Chilean
law as currently in effect are of perpetual duration, except that the
exploration permits included therein have a limited duration not exceeding four
years.


 


(c)           Compliance with Approvals.  (i) Minera has the corporate power and
authority to own the Assets and carry on the Business and has obtained all
Governmental Approvals under Applicable Law, including Environmental Laws,
required in order to lawfully conduct the Business; (ii) the Business
complies with, and all activities in connection therewith are and have been
carried out, substantially in accordance with all covenants, conditions,
restrictions and reservations in the Governmental Approvals applicable thereto
and substantially in accordance with all Applicable Law, except for such
non-compliance which would not have a Material Adverse Effect; and (iii) there
are no material terms or conditions of any Governmental Approvals which Minera
has not been able to fulfil when required to do so, in order to lawfully carry
out the activities conducted by it to date.


 


(d)           Compliance with Environmental
Requirements.  Minera has complied and has caused all
tenants and other authorized persons occupying the Land and the Concessions to
substantially comply with, and all activities carried out with respect to the
Business have been and are being carried out in compliance with all applicable
Environmental Laws, except for such non-compliance which would not have a
Material Adverse Effect.


 


(e)           Accrual for Remediation. 
The Financial Statements contain a sufficient accrual for all remedial
or corrective action necessary or desirable for Minera to retire the Asset and
ensure compliance with any Applicable Law or Governmental Approval.


 


(f)            Hazardous Materials. 
There is no hazard, source of pollution or condition relating to the
Business or the Assets that is or has been in violation of any Environmental
Law and neither Minera nor any other Person under their authority or control
has generated, used, treated, stored, released or disposed of, or permitted the
generation, use, treatment, storage, release or disposal of Hazardous Materials
on or in the Land, the Concessions, or the water inlet or discharge
infrastructure for the Project, except in compliance with applicable
Environmental Laws relating to the treatment, handling and disposal of
Hazardous Materials.


 


(g)           All Business Assets. 
None of the Selling Companies or their respective Affiliates owns any
properties or assets or has any rights relating to the Business.


 


24

















 


(h)           No Remedial Action. 
No remedial or corrective action necessary to ensure compliance with any
Applicable Law or Governmental Approval is contemplated, required or is being
currently undertaken by Minera and no written notice or other communication has
been received by Minera from any Governmental Body in respect of the Business
or the Assets that remedial or corrective action is or may be required pursuant
to any Governmental Approval or Applicable Law.


 


(i)            No Expropriation Proceedings. 
No expropriation or similar process that could result in loss of
ownership has been commenced in respect of the Business or the Assets, or any
portion thereof.


 


(j)            No Options to Purchase Assets. 
No Person has any Contract or any right capable of becoming a Contract
which obliges Minera to sell, transfer, assign, pledge, charge, mortgage, lease
or in any other way to dispose of or encumber all or any part of the Assets.


 


(k)           Production Decision. 
No “Production Decision”, as such term is defined in the Shareholders’
Agreement, has been reached by the directors of Minera pursuant to the terms of
the Shareholders’ Agreement.


 


(6)           General. 
To the Knowledge of the Selling Companies, except as Fairly Disclosed in
the Disclosure Letter:


 


(a)           Unusual Payments or Benefits. 
None of Minera or its respective officers, Directors, employees, agents
or advisors, has made or agreed to make any payment or confer any benefits: (i) to
or on behalf of any official of any Governmental Body or for any purpose
related to political activity, (ii) for any purpose that is illegal under
any Applicable Law, or (iii) for the establishment of any concealed fund
or concealed bank account.


 


(b)           Carrying on the Business in
the Ordinary Course.  Minera is carrying on, and since the date of
the Most Recent Balance Sheet has carried on, the Business in the ordinary
course and it has not taken any action and no matter has occurred which would
not be permitted under section 6.07 hereof, if the provisions of such section
had been in effect from and after the Most Recent Balance Sheet date.


 


(c)           Litigation. 
There are (i) no ongoing or threatened Claims, notices,
investigations or arbitrations, before or by, or any matters under discussion
with, any Governmental Body, which affect in any material manner or materially
interfere with the ownership of the Purchased Shares, or would have a Material
Adverse Effect, (ii) no outstanding judgments, orders, decrees, writs,
injunctions, decisions, rulings or awards against, with respect to, or in any
manner affecting the Purchased Shares, or Minera, the Business or the Assets
which would have a Material Adverse Effect and (iii) no grounds, facts or
circumstances which now exist which could give rise to any of the foregoing.


 


25

















 


(d)           All Material Information
Disclosed.  The Selling Companies have provided to the
Purchaser all information (in whatever form, including orally) within its
possession or control relating to the Assets, the Business, the Purchased
Shares or Minera which the Selling Companies, acting reasonably, has determined
would be material to a purchaser of the Purchased Shares.


 


4.03        Disclaimer


 


(1)           Except as expressly set forth in
this Article 4, the Selling Companies have not warranted, does not warrant
and will not have warranted at the Time of Closing, that the Disclosed Data
represents all of the information in the Selling Companies’ possession or power
relevant or material to the purchase and sale of the Purchased Shares herein
contemplated or the obligations of the Selling Companies hereunder or that the
Disclosed Data is accurate or complete. 
The Purchaser acknowledges that the Selling Companies do not control
Minera, the Project or the Business and that the Selling Companies have
informed the Purchaser that the Selling Companies, including their
representatives for the purposes of subsection 1.01(hh), has limited
information concerning Minera, the Project, the Assets and the Business.


 


(2)           Except as expressly set forth in
this Article 4, the Selling Companies make no representation or warranty,
expressed or implied, at law or in equity, in respect of Minera or any of its
assets, liabilities or operations, and any such representations, warranties or
conditions are expressly disclaimed.  The
Purchaser acknowledges and agrees that, except to the extent specifically set
forth in this Article 4, the Purchaser is purchasing the Purchased Shares
on an “as-is, where-is” basis.


 


ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF PURCHASER


 


5.01        Representations and
Warranties of the Purchaser


 


The Purchaser represents and
warrants to the Selling Companies as follows (and acknowledges that the Selling
Companies are relying thereon):


 


(1)           Due Incorporation. 
It is duly incorporated and organized and is validly existing in good
standing under the laws of the jurisdiction of incorporation, and has the
corporate capacity and is duly authorized and licensed to own its assets and to
carry on its business as presently owned and carried on by it.


 


(2)           Due Authorization. 
It has the necessary corporate power and authority, and it has taken all
necessary corporate action, to duly authorize, execute and deliver the
Transaction Documents to which it is or will be a party and to perform its
obligations thereunder.


 


(3)           Enforceability. 
The Transaction Documents to which it is or will be a party have been
(or will be when executed and delivered) duly executed and delivered by it and
constitute (or will constitute when executed and delivered) valid and binding
obligations of the Purchaser enforceable against it in accordance with their
respective terms, except as enforceability may be 


 


26

















 


limited by bankruptcy,
insolvency, reorganization or other similar law affecting the rights of
creditors generally.


 


(4)           Non-Violation. 
The execution and delivery by it of the Transaction Documents to which
it is or may become a party and the consummation of the transactions
contemplated thereby do not or will not, as applicable, conflict with, violate,
result in a breach of, or constitute a default under or require notice to or
authorization or approval of any Person under (a) any provision of its
certificate of incorporation, articles, or by-laws or other organizational
documents of the Purchaser, (b) any contract, agreement, permit, licence,
lease or indenture, written or oral, to which it is a party or by which it or
any of its assets may be bound, or (c) any orders, decrees, judgements or
Applicable Law.


 


(5)           No Bankruptcy. 
There has not been any petition or application filed, or any judicial or
administrative proceeding commenced which has not been discharged, by or
against it or with respect to any of its assets under any Applicable Law
relating to bankruptcy, insolvency, reorganization, compromise, arrangements,
readjustment of debt or creditors’ rights, and no assignment has been made by
it for the benefit of creditors.


 


(6)           No Dissolution. 
No meeting has been convened or resolution or petition proposed or order
made for the Purchaser to be wound up or dissolved.


 


ARTICLE 6

COVENANTS AND INDEMNITIES


 


6.01        Selling Companies’
Indemnities


 


(1)           Subject to the limitations set out
in section 7.01, the Selling Companies shall jointly and severally indemnify
and save harmless the Purchaser (and its Affiliates), Minera and their
respective Directors, officers and employees (collectively the “Purchaser Claimants”) from and against all
Claims and Losses directly or indirectly suffered by any of the Purchaser
Claimants resulting from any breach of any covenant of the Selling Companies
contained in this Agreement or from any inaccuracy or misrepresentation in any
of its representations or warranties set forth in this Agreement at any time
that such covenant, representation or warranty, as the case may be, is in
effect hereunder.


 


(2)           Following the Closing Date, the
Selling Companies will remain jointly and severally responsible, as between the
Purchaser and any of the Selling Companies, for any Third Party Claims arising
from facts, circumstances, actions or matters arising on or before the Closing
Date under the Shareholders’ Agreement, and the Selling Companies will and do
hereby jointly and severally indemnify and save harmless the Purchaser and its
Affiliates and their respective Directors, officers and employees from and
against any and all such Claims. The indemnification set forth in this
subsection 6.01(2) shall not be subject to any contractual time bar.


 


27

















 


6.02        Indemnity of
Purchaser


 


(1)           The Purchaser shall indemnify and
save harmless the Selling Companies (and their respective Affiliates) and their
respective Directors, officers and employees (collectively the “Selling Companies Claimants”) from and against
all Claims and Losses directly or indirectly suffered by any of the Selling
Companies Claimants resulting from any breach of any covenant of the Purchaser
contained in this Agreement or from any inaccuracy or misrepresentation in any
of its representations or warranties set forth in this Agreement at any time
that such covenant, representation or warranty, as the case may be, is in
effect hereunder.


 


(2)           Following the Closing Date, the
Purchaser will be solely responsible, as between the Purchaser and any of the
Selling Companies, for any Third Party Claims arising from facts,
circumstances, actions or matters arising after the Closing Date under the
Shareholders’ Agreement, and the Purchaser will and does hereby indemnify and
save harmless the Selling Companies (and their respective Affiliates) and their
respective Directors, officers and employees from and against any and all such
Claims.  The indemnifications set forth
in this subsection 6.02(2) shall not be subject to any contractual
time bar.


 


6.03        Exclusive Remedies


 


After completion of the purchase
and sale of the Purchased Shares provided for herein, the rights of
indemnification set out in this Article 6 shall be the sole and exclusive
remedies of the Parties under or in connection with this Agreement and shall be
exclusive of all other remedies to which such parties would otherwise be
entitled at law or in equity.


 


6.04        Representations and
Warranties of the Selling Companies


 


The Selling Companies shall
ensure that their representations contained in this Agreement over which they
have reasonable control are materially true and correct at the Time of Closing
(and, for such purposes, a representation or warranty in section 4.02 will be
considered materially true and correct unless the change, occurrence, event,
violation, inaccuracy, circumstance or effect causing it not to be true and
correct constitutes a Material Adverse Effect and, as a result, in order to
avoid a duplicating qualification, references to Material Adverse Effect
expressed in the representations and warranties set out in section 4.02
will be disregarded for the purposes of this section 6.04).


 


6.05        Representations and
Warranties of Purchaser


 


The Purchaser shall ensure that
its representations and warranties contained in this Agreement over which it
has reasonable control are materially true and correct at the Time of Closing.


 


6.06        Compliance
Verification and Continued Access


 


During the Interim Period, to
the extent permitted by the terms of the Shareholders’ Agreement, the Selling
Companies shall use reasonable commercial efforts to 


 


28

















 


obtain the consents necessary in
accordance with the Shareholders’ Agreement to permit the Purchaser, through
its agents, representatives and advisors, to have such access to Minera, the
Assets and the Books and Records as is afforded to the Selling Companies in
accordance with the terms of the Shareholders’ Agreement for the purposes of,
among other things, (a) completing a thorough due diligence review and
investigation of Minera, the Business and the Assets, (b) verifying the
compliance of the Selling Companies with their respective representations,
warranties and covenants hereunder, (c) exercising its rights hereunder, (d) studying
and making plans for future activities and expenditures relating to the
Business, and (e) ensuring a speedy and efficient post-closing integration
of the Purchaser’s acquired interest in Minera. 
Subject to, and to the extent permitted by, the terms of the
Shareholders’ Agreement, each of the Selling Companies agrees to use reasonable
commercial efforts to cause Minera to permit the inspection of its Assets prior
to the Time of Closing by such Governmental Bodies as the Purchaser may
reasonably require upon reasonable prior notice.  Such investigations and inspections shall
not, however, affect or mitigate the representations and warranties of the
Selling Companies hereunder, which shall continue in full force and effect.  The Purchaser shall ensure that all such
access, investigations and inspections will be conducted in a commercially
reasonable manner.


 


6.07        Interim Period


 


(1)           Save as provided in subsection
6.07(3), during the Interim Period, each of the Selling Companies shall not
vote its shares in Minera in favour of, and shall procure that its nominees to
the board of directors of Minera not vote in favour of, any matter that would
prevent Minera from continuing to carry on the Business in the ordinary course
or maintaining the Project on at least a care and maintenance basis, including
maintaining all Assets in good standing, or would result in Minera carrying on
any business or conducting any activities other than with respect to the
Business.  Without limiting the generality
of the foregoing, and save as provided in subsection 6.07(3), and subject to
the terms of the Shareholders’ Agreement, each of the Selling Companies shall
not vote its shares in Minera in favour of, and shall procure that its nominees
to the board of directors of Minera not vote in favour of, the following acts
or matters during the Interim Period without the prior written consent of the
Purchaser, provided that the Purchaser shall provide a notification to the
Selling Companies of its consent, or its refusal to provide consent, no later
than two Business Days after being given notice of the relevant vote and in the
event that the Purchaser fails to provide such notification in a timely manner,
the Selling Companies may vote in such manner as they in their sole discretion
determine):


 


(a)           any disposal of any material Asset;


 


(b)           any declaration, authorization, making or
payment of a dividend in cash, in specie or in kind by, or any reduction in
paid-up capital of Minera;


 


(c)           any creation, allotment or issue or any grant
of any option or other right to subscribe or purchase, or any redemption,
purchase or repurchase of, any share of Minera or securities convertible into
or exchangeable for such shares;


 


29
















 


(d)           any creation or grant of Lien on, over or
affecting the Assets or any portion thereof;


 


(e)           the making of any loan or granting of credit by
Minera to any Person;


 


(f)            any amendment to the constitutional documents
of Minera;


 


(g)           the acquisition, whether by merger,
consolidation, formation or otherwise, of any body corporate or business, or
all or substantially all of the assets of any body corporate or business, or
the entering into of any partnership or joint venture arrangement;


 


(h)           the making of expenditures or the incurring of
liabilities or commitments during the Interim Period which in the aggregate
exceed $50,000;


 


(i)            any modification, amendment, cancellation or
termination of any material Contract other than a termination arising out of
the expiration of its term;


 


(j)            any decision not to pay or make or renew in a
timely manner any payments or registrations or filings relating to the
Concessions, the Easements or any other aspects of the Project and the
Business;


 


(k)           any decision not to renew on expiry or not to
pay any premium due in respect of its insurance and/or the modification of any
insurance policy in any material respect and/or the allowances of any such
insurance to lapse or the doing of anything which would render such insurance
void or voidable;


 


(l)            the granting of any guarantees or indemnities
by Minera;


 


(m)          termination or engagement of any material
employees; and


 


(n)           settling any litigation to which Minera is a
party.


 


(2)           During the Interim Period, each of
the Selling Companies agrees not to modify in any respect, or waive any of its
rights pursuant to, the Shareholders’ Agreement without the prior written
consent of the Purchaser.  For purposes
of this subsection 6.07(2), unless the Purchaser provides notice to the
contrary to the Selling Companies within five (5) Business Days after
receiving notice from the Selling Companies of a modification of, or waiver of
rights pursuant to, the Shareholders’ Agreement, the Purchaser shall be deemed
to consent to such modification or waiver of which it was given notice.  Without limiting the generality of the
foregoing, none of the Selling Companies shall exercise its right of first
refusal pursuant to Article 14.3 of the Shareholders’ Agreement or enter
into any agreement or provide any consent or waiver in connection with any
transaction or proposed transaction involving the purchase and sale of Shares
without the prior written consent of the Purchaser, and the Selling Companies
shall notify the Purchaser promptly (and in any event within two (2) Business
Days) of any such proposed transaction. 
In the event that a Selling Company has a right or, to its Knowledge, an
opportunity 


 


30

















 


to acquire Shares, it shall
notify the Purchaser promptly (and in any event within two (2) Business
Days) of any such event and the terms and conditions of such acquisition.


 


(3)           Nothing in subsection 6.07(1) or
subsection 6.07(2) shall (a) preclude or restrict any matter or
action, including any expenditure, (i) arising in the ordinary course of
the Business or (ii) contemplated by or undertaken pursuant to this
Agreement, or (b) require the Selling Companies to breach the Shareholders’
Agreement or any other agreement to which Minera or any of the Selling Companies
is bound or Applicable Law.


 


(4)           The Purchaser acknowledges and
agrees that no action taken or withheld by any of the Selling Companies in
compliance with subsection 6.07(1) or subsection 6.07(2) shall
constitute or result in a breach of any term of this Agreement, including, for
greater certainty, any representation or warranty made by the Selling
Companies.


 


6.08        Public
Announcements and Confidential Information


 


(1)           Without the prior written consent of
all of the Parties, no public announcement or press release concerning the sale
and purchase of the Purchased Shares shall be made by any of the Parties or any
of their Affiliates except as may be required by Applicable Law or the rules of
any stock exchange on which their or any of their Affiliates’ respective shares
are listed.  Each of the Parties will
advise and consult with the others prior to any such required announcement or
disclosure.


 


(2)           Each of the Selling Companies agrees
(a) not to waive any of its rights under confidentiality agreements
between any Persons (other than the Purchaser or its Affiliates) and any of the
Selling Companies or any of their respective Affiliates relating to a possible
sale, or other similar transaction relating to Minera, the Business or the
Assets, or the Purchased Shares, (b) at the written request and cost of
the Purchaser, to use commercially reasonable efforts to assign its rights
under such confidentiality agreements to the Purchaser, and (c) to use
commercially reasonable efforts to enforce at all times, at the written request
and cost of the Purchaser, all rights under such confidentiality agreements.


 


(3)           Each Party acknowledges that the
other Parties may not have an adequate remedy at law for damages and would be
irreparably harmed if the covenants contained in this section 6.08 are not
performed.  Accordingly, each Party
agrees that, in addition to any other remedy that the other Parties may have in
law or equity, the other Parties are entitled to injunctive relief to prevent
breaches of, and to specifically enforce, this section.


 


ARTICLE 7

LIMITATIONS OF LIABILITY AND CARRIAGE OF ACTIONS


 


7.01        Limitation of
Liability


 


(1)           Any Claim made by a Claimant
pursuant to this Agreement shall be wholly barred and unenforceable unless a
written Claim in respect thereof shall be delivered by the other Party 


 


31

















 


to the first mentioned Party
within two (2) years from the Closing Date except that Claims in respect
of:


 


(a)           the representations and warranties contained in
subsections 4.01(2), 4.01(3), 4.01(7), 4.02(1)(a), 4.02(1)(b), 4.02(2)(f) and
5.01(3) or representations and warranties that prove to be false as a
result of any wilful misconduct, fraud or Gross Negligence by the Party giving
such representation or warranty shall not be subject to any time bar hereunder,
without derogating from any limitation periods as may apply in accordance with
Applicable Laws; and


 


(b)           the representations and warranties relating to
Tax matters shall be wholly barred and unenforceable unless a written Claim in
respect thereof shall be delivered by the Purchaser to the Selling Companies
during the period commencing on the Closing Date and ending six (6) months
after the expiration of the period during which any tax assessment may be issued
by a Governmental Body in respect of any taxation year to which such
representations and warranties extend.  A
tax assessment includes any assessment, reassessment or other form of
recognized document assessing liability for Taxes under Applicable Law; and


 


(c)           the representations and warranties relating to
environmental matters contained in subsections 4.02(5)(c) (but only so
much as it relates to environmental matters), 4.02(5)(d), 4.02(5)(e), 4.02(5)(f) and
4.02(5)(h) shall be wholly barred and unenforceable unless a written Claim
in respect thereof shall be delivered by the Purchaser to the Selling Companies
prior to the expiry of any limitations periods under Applicable Law which apply
to Claims against Minera in respect of environmental matters.


 


(2)           Except in the case of a breach of
this Agreement that proves to be the result of any wilful misconduct, fraud or
Gross Negligence by the Party causing the breach, no Party has liability for,
or obligation with respect to, any special, indirect, consequential, punitive
or aggravated damages, including damages for lost profit, damages based on
multiples of earnings, EBITDA, cash flow or other metrics or projections,
however arising under this Agreement, provided that for greater certainty:


 


(a)           liability of the Selling Companies for, or
obligations of the Selling Companies with respect to, direct losses  shall not be excluded based on this
section 7.01(2); and


 


(b)           Third Party Claims will not be considered
claims for special, indirect, consequential, punitive or aggravated damages
even if such Third Party Claim itself is a claim for special, indirect,
consequential, punitive or aggravated damages.


 


(3)           Other than a Claim made for the
reasonable fees and expenses incurred by a Party that has rescinded the Agreement
pursuant to subsection 3.01(2)(a) or 3.02(2)(a), no Party shall have any
liability in respect of any Claim made by a Claimant pursuant to this Agreement
unless 


 


32

















 


and until the liability of the
Party in respect of that Claim, when aggregated with the liability of the Party
in respect of all other such Claims, exceeds $1,000,000, in which event the
Party shall then be liable for the full amount of such Claims, including such
$1,000,000.


 


(4)           The Selling Companies shall not have
any liability in respect of any Claim made by a Purchaser Claimant pursuant to
this Agreement if such Claim results from changes in Minera’s accounting or tax
policies after the Closing Date or changes in Applicable Law after the Closing
Date.


 


(5)           The aggregate liability of the
Selling Companies in respect of all Claims under this Agreement shall not in
any circumstances exceed the Purchase Price, and each of the Selling Companies
shall be jointly and severally liable for all Claims up to an amount not to
exceed the Purchase Price.


 


(6)           No Party shall have an obligation or
liability for indemnification or otherwise with respect to any breach or
inaccuracy of any representation or warranty in this Agreement if the Claimant
had Knowledge of the breach or inaccuracy on or prior to the Closing Date and
completed the Closing.


 


(7)           No Party is entitled to double
recovery for any Claims even though they may have resulted from the breach,
inaccuracy or failure to perform of more than one of the representations,
warranties, covenants and obligations of any other Party pursuant to this
Agreement.


 


(8)           Nothing in this Agreement in any way
restricts or limits the general obligation under Applicable Law of a Party to
mitigate any loss that it may suffer or incur by reason of the breach,
inaccuracy or failure to perform of any representation, warranty, covenant or
obligation of any other Party pursuant to this Agreement.  If any Claim can be reduced by any recovery,
settlement or otherwise under or pursuant to any insurance coverage, or
pursuant to any claim, recovery, settlement or payment by or against any other
Person, the Party seeking indemnification shall take all appropriate steps to
enforce such recovery, settlement or payment and the amount of any Claims of
such Party will be reduced by the amount of such proceeds actually recoverable
by the Party.


 


7.02        Notice and Defence
of Third Party Claims


 


If a Purchaser Claimant receives
written notice of the commencement or assertion of any Third Party Claim in
respect of which such Purchaser Claimant believes any of the Selling Companies
has liability under this Agreement, or if a Selling Companies Claimant receives
written notice of the commencement or assertion of any Third Party Claim in
respect of which such Selling Companies Claimant believes the Purchaser has
liability under this Agreement, such Claimant shall follow the procedures set
out in Schedule 7.02.


 


33

















 


ARTICLE 8

GENERAL


 


8.01        Further Assurances


 


For a period of 180 days after
the Closing Date, each of the Parties shall from time to time execute and
deliver all such further documents and instruments and do all acts and things
as any other Party may reasonably request in writing, at such other Party’s
expense, to effectively carry out the commercial effect of this Agreement.


 


8.02        Commissions


 


The Selling Companies shall
indemnify and save harmless the Purchaser from and against any claims
whatsoever for any commission or other remuneration payable or alleged to be
payable to any Person in respect of the sale and purchase of the Purchased
Shares where such Person purports to act or has acted for any of the Selling
Companies in connection with such sale. 
The Purchaser shall indemnify and save harmless the Selling Companies
from and against any claims whatsoever for any commission or other remuneration
payable or alleged to be payable to any Person in respect of the sale and
purchase of the Purchased Shares, where such Person purports to act or has
acted for the Purchaser in connection with such sale.


 


8.03        Dispute Resolution


 


(1)           Any and all differences, disputes,
claims or controversies arising out of or in any way connected with any of the
Transaction Documents, or the legal relationships between the parties created
by the Transaction Documents, including their negotiation, execution,
delivery, enforceability, performance, breach, discharge, interpretation and
construction, existence, or validity and any damages resulting therefrom or the
rights, privileges, duties and obligations of the parties under or in relation
to any of the Transaction Documents (including any dispute as to whether an
issue is arbitrable) (in each case, a “Disputed
Matter”) will be submitted to the dispute resolution process set out
in this section 8.03.  If a Party
intends to submit a Disputed Matter to the dispute resolution process, such
Party shall provide written notice to the other Parties advising of such
intention and setting out the Disputed Matter in sufficient detail to enable
the Parties to assess the matter in question.


 


(2)           The Disputed Matter shall first be
referred to two designees, one of each of the Purchaser and the Selling
Companies, who shall be a senior executive of such Parties and such designees
shall discuss the Disputed Matter.  If
such designees do not agree upon a decision within ten (10) Business Days
after referral of the Disputed Matter, the Parties will proceed to arbitration
as set out in subsection 8.03(3).


 


(3)           In the event any Disputed Matter has
not been resolved pursuant to the procedure set out in subsection 8.03(2),
the Disputed Matter shall be determined and finally resolved by binding
arbitration administered by the International Chamber of Commerce in accordance
with its Rules of Arbitration. 
Unless otherwise agreed in writing, there shall be three arbitrators;
the Purchaser and the Selling Companies shall each appoint one arbitrator and
the two arbitrators 


 


34

















 


shall then jointly appoint the
third arbitrator who shall act as chair of the arbitral tribunal.  If the third arbitrator cannot be agreed upon
by such two arbitrators within ten (10) Business Days, the International
Chamber of Commerce shall appoint the third arbitrator.  The place of arbitration shall be in the City
of Toronto, in the Province of Ontario, Canada, and the arbitration shall be
governed by the laws of the Province of Ontario, and in particular by the
provisions of the International Commercial Arbitration Act, R.S.O. 1990, c.
I.9.  Unless otherwise agreed in writing,
the Parties adopt the IBA Rules on the Taking of Evidence in International
Arbitration.  The language of the
arbitration shall be English.


 


8.04        Fees and Expenses


 


Except as expressly contemplated
by Sections 3.01 and 3.02, each of the Parties shall pay their respective
legal, accounting and other costs and expenses incurred in connection with the
preparation, execution and delivery of this Agreement and all other Transaction
Documents executed pursuant hereto and any other costs and expenses whatsoever
and howsoever incurred relating to the completion of the transactions
contemplated herein.


 


8.05        Benefit of the
Agreement


 


This Agreement shall enure to
the benefit of and be binding upon the respective successors and permitted
assigns of the Parties.


 


8.06        Entire Agreement


 


The Transaction Documents
constitute the entire agreement between the Parties with respect to the subject
matter thereof and cancel and supersede any prior understandings and agreements
between the Parties with respect thereto. 
There are no terms, conditions, undertakings or collateral agreements,
express, implied or statutory, between the Parties other than as expressly set
forth in the Transaction Documents and there are no representations or
warranties, express, implied or statutory, between the Parties other than as
expressly set forth in this Agreement.


 


8.07        Amendments and
Waiver


 


No modification of or amendment
to this Agreement shall be valid or binding unless set forth in writing and
duly executed by the Parties and no waiver of any breach of any term or
provision of this Agreement shall be effective or binding unless made in
writing and signed by the Party purporting to give the same and, unless
otherwise provided, shall be limited to the specific breach waived.


 


8.08        Assignment


 


This Agreement shall be binding
upon and inure to the benefit of the Parties and their respective successors
and permitted assigns.  Nothing in this
Agreement shall create or be deemed to create any third party beneficiary
rights in any person not a party to this Agreement.  No assignment of this Agreement or of any
rights or obligations hereunder may be made by any 


 


35

















 


Party without the prior written
consent of each of the other Parties hereto. 
Notwithstanding the foregoing, the Purchaser shall be entitled to
acquire all or any part of the Shares hereunder through any of its Affiliates
by delivery of written notice to the Selling Companies, provided that the
Purchaser shall remain liable to the Selling Companies for any breach by such
Affiliates of such obligations.


 


8.09        Notices


 


Any demand, notice or other
communication to be given in connection with this Agreement shall be given in
writing and shall be given by personal delivery or by facsimile addressed to
the recipient as follows:


 


	
  To the Purchaser:

  	
   

  
	
   

  	
   

  
	
  KG Minera LM S.A.

  	
   

  
	
  Lota 2257, 9th Floor

  	
   

  
	
  Providencia 7510194

  	
   

  
	
  Santiago, Chile

  	
   

  
	
   

  	
   

  
	
  Fax No.:

  	
  +562 651 7910

  	
   

  
	
  Attention:

  	
  General Counsel, Andean Region

  	
   

  
	
   

  	
   

  
	
  With a copy to:

  	
   

  
	
   

  	
   

  
	
  Kinross Gold Corporation

  	
   

  
	
  52nd Floor, Scotia
  Plaza

  	
   

  
	
  40 King Street West

  	
   

  
	
  Toronto, Ontario M5H 3Y2

  	
   

  
	
   

  	
   

  
	
  Fax No.:

  	
  (416) 363-6622

  	
   

  
	
  Attention:

  	
  Chief Legal Officer and

  	
   

  
	
  Executive Vice President,
  Strategic Development

  	
   

  
	
   

  	
   

  
	
  To the Selling Companies:

  	
   

  
	
   

  	
   

  
	
  Avenida Pedro de Valdivia 291

  	
   

  
	
  Providencia 7500524

  	
   

  
	
  Santiago, Chile

  	
   

  
	
   

  	
   

  
	
  Fax No.:

  	
  +562 230 6280

  	
   

  
	
  Attention:

  	
  President

  	
   

  



 


36

















 


	
  With copies to:

  	
   

  
	
   

  	
   

  
	
  Anglo American Chile Limitada

  	
   

  
	
  Avenida Pedro de Valdivia 291

  	
   

  
	
  Providencia 7500524

  	
   

  
	
  Santiago, Chile

  	
   

  
	
   

  	
   

  
	
  Fax No.:

  	
  +562 230 6180

  	
   

  
	
  Attention:

  	
  Legal Manager

  	
   

  
	
   

  	
   

  
	
  and

  	
   

  
	
   

  	
   

  
	
  Anglo American plc

  	
   

  
	
  20 Carlton House Terrace

  	
   

  
	
  London SW1Y 5AN

  	
   

  
	
  England

  	
   

  
	
   

  	
   

  
	
  Fax No.:

  	
  +44 207 968-8755

  	
   

  
	
  Attention:

  	
  Company Secretary

  	
   

  



 


or to such other address,
individual or facsimile number as may be designated by notice given by one
Party to another.  Any demand, notice or
other communication given by personal delivery shall be conclusively deemed to
have been given on the day of actual delivery thereof and, if given by
electronic communication, on the day of transmittal thereof if given during the
normal business hours of the recipient and on the Business Day during which
such normal business hours next occur if not given during such hours.


 


8.10        Governing Law


 


This Agreement shall be governed
by and construed in accordance with the laws of the Province of Ontario and the
laws of Canada applicable therein, other than such laws relating to conflicts
of law.  However, the Parties acknowledge
that the validity, nature and effect of the transfer of the Purchased Shares
and Long-term Credits shall be governed by the Applicable Law of Chile to the
extent that such Applicable Law applies to such transfer.


 


8.11        Attornment


 


For the purpose of all legal
proceedings this Agreement shall be deemed to have been performed in the
Province of Ontario and the laws of Canada applicable therein.


 


8.12        Counterparts and
Faxed Signatures


 


This Agreement may be executed
in two or more counterparts, all of which, taken together, shall be regarded as
one and the same Agreement.  Counterparts
may be executed in faxed form and the Parties adopt any signatures received by
a receiving fax machine as original signatures of the Parties, provided, however,
that any Party providing its signature in such a 


 


37

















 


manner shall promptly forward to
the other Parties an original of the signed signature page of this
Agreement which was so faxed.


 


8.13        Paramountcy


 


In the event of any conflict
between the provisions of this Agreement and the provisions of any Transaction
Document governed by the laws of Chile, the provisions of this Agreement shall
govern.


 


IN WITNESS WHEREOF the parties
have executed this Agreement.


 


 


	
  KG MINERA LM
  S.A.

  	
   

  	
  ANGLO
  AMERICAN NORTE S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Manuel J. Fernández

  	
   

  	
  By:

  	
  /s/ Felipe Purcell

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MINERA ANGLO
  AMERICAN CHILE 

  LIMITADA

  	
   

  	
  MINORCO
  INVERSUD S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Miguel A. Durán

  	
   

  	
  By:

  	
  /s/ James Beams

  



 


38

















 


Schedule 1.01(o)


 


Consents


 


Any required consents, approvals
or waivers by the Teck Group or its Affiliates pursuant to Article 14.3 of
the Shareholders’ Agreement or otherwise.


 

















 


Schedule 1.01(ddd)


 


Regulatory
Approvals


 


Registration of the Share
Transfer Deed in the Shareholders Registry of the Mining Registrar where Minera
Santa Rosa SCM is registered.


 
















 


Schedule 7.02


 


Notice
and Defence of Third Party Claims


 


(1)           If a Purchaser Claimant or a Selling
Companies’ Claimant (in either case, an “Indemnified
Party”) receives written notice of the commencement or assertion of
any Third Party Claim in respect of which such Indemnified Party believes any
of the Selling Companies, in the case of a Purchaser Claimant, or the
Purchaser, in the case of a Selling Companies Claimant, (in either case, an “Indemnifying Party”) has liability under
this Agreement, such Indemnified Party shall give the Indemnifying Party prompt
written notice thereof, but in any event notice shall be provided no later than
thirty (30) days after receipt of the initial notice of such Third Party
Claim.  To the extent possible given the
information readily available to such Indemnified Party, such notice to the
Indemnifying Party shall describe the Third Party Claim in reasonable detail
and shall indicate (without prejudice to such Indemnified Party’s rights) the
estimated amount of the Loss that has been or may be sustained by the
Indemnified Party in respect thereof, provided that the failure to give such
notice within such time period shall not reduce such Indemnified Party’s rights
hereunder, except to the extent of any actual prejudice suffered as a result of
such failure.


 


(2)           Upon receiving notice from the
Indemnified Party of a Third Party Claim and having unconditionally
acknowledged in writing its obligation to indemnify the Indemnified Party, the
Indemnifying Party shall have the right, but not the obligation, by giving
notice to that effect to the Indemnified Party not later than thirty (30) days
after receipt of such notice of such Third Party Claim and subject to the
rights of any insurer or other Third Party having potential liability therefor,
to elect to assume the defence of any Third Party Claim at the Indemnifying
Party’s own expense and by the Indemnifying Party’s own counsel provided that
the Indemnifying Party shall not be entitled to assume the defence of any Third
Party Claim: (a) alleging any criminal or quasi-criminal wrongdoing
(including fraud), (b) which impugns the reputation of an Indemnified
Party or (c) where the Third Party making the Third Party Claim is a
Governmental Body.


 


(3)           Prior to settling or compromising any
Third Party Claim in respect of which the Indemnifying Party has assumed the
defence, the Indemnifying Party shall obtain the consent of the Indemnified
Party regarding such settlement or compromise, which consent shall not be
unreasonably withheld or delayed by the Indemnified Party.  In addition, the Indemnified Party shall be
entitled to participate in (but not control) the defence of any Third Party
Claim and in so doing may retain its own counsel (provided that the fees and
disbursements of such counsel shall be paid by the Indemnified Party unless the
Indemnifying Party consents to the retention of such counsel at their expense
or unless the named parties to any action or proceeding include both the
Indemnified Party and the Indemnifying Party and the representation of both the
Indemnifying Party and the Indemnified Party by the same counsel would be
inappropriate due to the actual or potential differing interests between them
(such as the availability of different defences), in which case the fees and
disbursements of such counsel shall be paid by the Indemnifying Party).


 


(4)           With respect to any Third Party
Claim in respect of which an Indemnified Party has given notice to the
Indemnifying Party pursuant to this section and in respect of which the


 

















 


Indemnifying Party is not
entitled to assume the defence or has not elected to do so, the Indemnifying
Party may participate in such defence assisted by counsel of its own choosing
at the Indemnifying Party’s sole cost and expense and, prior to settling or
compromising any such Third Party Claim, the Indemnified Party shall obtain the
consent of the Indemnifying Party regarding such settlement or compromise,
which consent shall not be unreasonably withheld or delayed by the Indemnifying
Party.


 


(5)                                  Except with respect to any action or
proceeding where the Indemnifying Party and the Indemnified Party are adverse
in interest and subject to any rights of privilege, the Indemnifying Party and
the Indemnified Party shall use all reasonable efforts to make available to the
party which is undertaking and controlling the defence of any Third Party
Claim:


 


(a)                                  those employees whose assistance,
testimony or presence is necessary to assist such party in evaluating and in defending
any Third Party Claim; and


 


(b)                                 all documents, records and other
materials in the possession of such party reasonably required by such party for
its use in defending any Third Party Claim,


 


and shall otherwise co-operate
with the Party defending such Third Party Claim.  The Indemnifying Party shall be responsible
for all reasonable expenses associated with making such documents, records and
materials available and for all reasonable expenses of any employees made
available by the Indemnified Party to the Indemnifying Party hereunder, which expense
shall be equal to an amount to be mutually agreed upon per Person per hour or
per day for each day or portion thereof that such employees are assisting the
Indemnifying Party but such expenses shall not exceed the actual direct cost
(including indirect employee burdens such as costs of benefit plans) to the
Indemnified Party associated with such employees.


 


(6)                                  If the Indemnifying Party elects to
assume the defence of any Third Party Claim as provided in section (2) above
and fails to take reasonable steps necessary to defend diligently such Third
Party Claim within thirty (30) days after receiving notice from the Indemnified
Party that the Indemnified Party bona fide believes on reasonable grounds that
the Indemnifying Party have failed to take such steps, the Indemnified Party
may, at its option, elect to assume the defence of and to compromise or settle
the Third Party Claim assisted by counsel of its own choosing and the
Indemnifying Party shall be liable for all costs and expenses paid or incurred
in connection therewith.


 


2

















 


Exhibit 1.01(r)


 


Form of
Credit Transfer Deed


 


CESIÓN
DE CRÉDITOS


 


[*]


 


Y


 


KG
MINERA LM S.A.


 


En Santiago de Chile, a [*] de
[*] de 2008, entre [*], una sociedad organizada y existente bajo las leyes de
Chile, representada por don [*], C.N.I. n° [*], y por don [*], C.N.I. n° [*],
todos domiciliados, para estos efectos, en [*], comuna de [*], Santiago (en
adelante también, el “Vendedor”), por una parte, y, por la otra, KG Minera LM S.A., una sociedad organizada
y existente bajo las leyes de Chile, representada por don [*], C.N.I n° [*],
ambos domiciliados, para estos efectos, en [*], comuna de [*], Santiago (en
adelante también, el “Comprador”), se ha convenido la siguiente cesión de
créditos:


 


PRIMERO.-
Créditos.- El Vendedor es el único y exclusivo titular de los créditos (en
adelante también, los “Créditos”), en contra de Minera Santa Rosa S.C.M., y que
se individualizan en el anexo (en adelante también, el “Anexo”) de este contrato,
el que se entiende formar parte integrante del mismo.-


 


SEGUNDO.-
Cesión de Créditos.- El Vendedor, por medio de sus representantes antes individualizados,
vende, cede y transfiere al Comprador todos y cada uno de los Créditos,
incluyendo sus privilegios y cauciones, declarando el Comprador, por medio de
sus representantes antes individualizados, comprarlos, aceptarlos y adquirirlos
para sí.-


 


TERCERO.-
Precio.- El precio total de esta cesión de créditos es la cantidad de $[*], que
el Comprador paga al Vendedor en este acto al contado y en dinero efectivo,
declarando su representante recibirlo a su entera satisfacción. Las partes
renuncian a cualquier acción resolutoria que emane del presente contrato.-


 


CUARTO.-
Entrega.- Esta cesión de créditos se efectúa mediante la entrega de extractos de
las cuentas que documentan los Créditos en los libros de Minera Santa Rosa
S.C.M., y mediante la suscripción del presente instrumento y la entrega de los
extractos de cuentas, declarando el Comprador recibirlos en este acto.-


 


QUINTO.- Ley
Aplicable.- Esta cesión de créditos se rige por las leyes de la República de
Chile.-


 

















 


PERSONERIAS.-  La personería de don [*] y de
don [*] para representar a [*] consta de la escritura pública de fecha [*]
otorgada en la Notaría de Santiago de don [*]. ¬La personería de don [*]
para representar a KG Minera LM S.A. consta de la escritura pública de
fecha [*] otorgada en la Notaría de Santiago de don [*]. La personería de
don [*] para representar a Minera Santa Rosa S.C.M consta de la escritura
pública de fecha [*] otorgada en la Notaría de Santiago de don [*].-


 


 




	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [*]

  	
   

  	
   

  
	
   

  	
   

  	
  pp. [*]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [*]

  	
   

  	
   

  
	
   

  	
   

  	
  pp. [*]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [*]

  	
   

  	
   

  
	
   

  	
   

  	
  pp. KG
  MINERA LM S.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [*]

  	
   

  	
   

  
	
   

  	
   

  	
  pp. MINERA
  SANTA ROSA S.C.M.

  	
   

  	
   

  






 


2

















 


ANEXO


 


CESION
DE CREDITOS


 


[*]


 


Y


 


KG
MINERA LM S.A.


 


Se adjuntan los documentos que
dan cuenta de los Créditos.


 

















 


FREE TRANSLATION


 


Assignment
of Credits


 


[*]


 


AND


 


KG
MINERA LM S.A.


 


In the City of Santiago de
Chile, on this [        ] day of the
month of [        ] of the year 2008,
this agreement for the assignment of credits is entered into by and between:
[*] a company organized and existing under the Chilean laws, represented by Mr. [*],
C.N.I. (Identity Card) No. [*] and by Mr. [*], C.N.I. (Identity Card)
No. [*], all of them domiciled, for the purposes hereof, at [*], in the
city of [*], in Santiago (hereinafter also referred to as the “Seller”), as parties of the first part, and
K G Minera LM S.A., a company
organized and existing under the Chilean laws, represented by Mr. [*],
C.N.I. (Identity Card) No. [*], both of them domiciled, for the purposes
hereof, at [*], in the city of [*], in Santiago (hereinafter also referred to
as the “Purchaser”), as parties of
the second part:


 


ONE.- Credits.- The Seller is the sole and
exclusive owner of the credits (hereinafter also referred to as the “Credits”) against Minera Santa Rosa S.C.M.,
and which are described in detail in the exhibit (hereinafter referred to as
the “Exhibit”) to this agreement
and made part hereof by reference.-


 


TWO.- Assignment of
Credits.- The
Seller, through its representatives duly mentioned above, agrees to sell,
assign and transfer to the Purchaser each and every Credits, including their
privileges and guarantees, and the Purchaser, through its representatives duly
mentioned above, represents to purchase, accept and acquire them for itself.


 


THREE.- Price.- The total price for this credit
assignment is $[*] that the Purchaser pays to the Seller upon the execution
hereof in cash; the Seller’s representative acknowledges to receive it to the
Seller’s sole satisfaction. Moreover, the parties waive any other acción resolutoria (action to avoid or
terminate the agreement) that may arise herefrom.-


 


FOUR.- Delivery.- This credit assignment is made by
means of the delivery of extracts from the accounts documenting the Credits in
the books of Minera Santa Rosa S.C.M., and by the execution of this agreement
and the delivery of such account extracts, all of which the Purchaser
acknowledges to receive upon the execution hereof.-


 


FIVE.- Applicable Law.- This assignment of credits is
governed by the laws in force in the Republic of Chile.-


 

















 


LEGAL CAPACITY
TO REPRESENT.- The legal capacity of Mr. [*] and Mr. [*] to act in the name
and on behalf of [*], arises from the public deed executed on 
[          ], executed
in the Notarial Office located in the City of Santiago in charge of [Mr.].


 


The legal capacity of
[                              ]
to represent KG Minera LM S.A.
is evidenced in public deed executed on
[                                  ],
before the Notary Public in and for the city of Santiago, Mr. [                          ].


 


The legal capacity of
[                              ]
to represent Minera Santa Rosa S.C.M.
is evidenced in public deed executed on
[                                  ],
before the Notary Public in and for the city of Santiago, Mr. [                          ].


 


 




	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  pp. KG
  MINERA LM S.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  pp. MINERA
  SANTA ROSA S.C.M.

  	
   

  	
   

  






 


2

















 


FREE TRANSLATION


 


Exhibit


 


Assignment
of Credits


 


[*]


 


AND


 


KG
MINERA LM S.A.


 


Documents evidencing the Credits are annexed hereto.


 
















 


Exhibit 1.01(tt)


 


Notary
Instructions


 


INSTRUCCIONES
NOTARIALES


 


En Santiago de Chile, a
             de
[*]de 2008, entre la sociedad ANGLO AMERICAN
NORTE S.A., RUT No
                  ,
representada por el señor
                              ,
la sociedad MINERA ANGLO AMERICAN CHILE
LIMITADA, RUT No
                  ,
representada por el señor
                              ,
y la sociedad MINORCO INVERSUD S.A.,
RUT No
                  ,
representada por el señor
                              ,
todos domiciliados en calle
                                          ,
comuna de
                    ,
Región Metropolitana, en adelante “las Sociedades Vendedoras”; y la sociedad KG MINERA LM S.A., RUT No
                        ,
representada por el señor                                         ,
ambos domiciliados en calle                               ,
comuna de                             ,
Región Metropolitana en adelante “el Comprador”, instruyen al Notario doña
Antonieta Mendoza Escalas o a quien lo suceda o reemplace en el cargo, de la
manera que a continuación se expresa:


 


PRIMERO: Por escritura pública de esta
fecha, Repertorio No
                    ,
la sociedad ANGLO AMERICAN NORTE S.A.
vendió, cedió y transfirió a KG MINERA LM
S.A., la totalidad de las
                    
acciones de que es titular en la sociedad Minera Santa Rosa SCM (en adelante “Minera”),
las que representan el 25,12% del total de acciones en que se divide el capital
de Minera, MINERA ANGLO AMERICAN CHILE
LIMITADA vendió, cedió y transfirió a KG MINERA LM S.A., la totalidad de las
                    
acciones de que es titular en la sociedad Minera Santa Rosa SCM, las que
representan el 7,54% del total de acciones en que se divide el capital de
Minera, y MINORCO INVERSUD S.A. vendió,
cedió y transfirió a KG MINERA LM S.A.,
la totalidad de las
                    
acciones de que es titular en la sociedad Minera Santa Rosa SCM, las que
representan el 7,34% del total de acciones en que se divide el capital de
Minera.


 


SEGUNDO: Con el objeto de pagar el
precio de compra de las acciones referidas en la cláusula anterior, KG MINERA
LM S.A. hace entrega en este acto al Sr. Notario, de los siguientes documentos:


 


a) Depósito a Plazo renovable N°[·] de fecha [·] tomado en el Banco
                      
a nombre de KG MINERA LM S.A.,
endosado a ANGLO AMERICAN NORTE S.A.,
por la suma de
$                        .
(precio acciones)


 

















 


b) Depósito a Plazo renovable N°[·] de fecha [·] tomado en el Banco
                          
a nombre de KG MINERA LM S.A.,
endosado a ANGLO AMERICAN NORTE S.A.,
por la suma de
$                                .
(cesión crédito)


 


c) Depósito a Plazo renovable N°[·] de fecha [·] tomado en el Banco
                      
a nombre de KG MINERA LM S.A.,
endosado a MINERA ANGLO AMERICAN CHILE
LIMITADA, por la suma de
$                        .
(precio acciones)


 


d) Depósito a Plazo renovable N°[·] de fecha [·] tomado en el Banco
                          
a nombre de KG MINERA LM S.A.,
endosado a MINERA ANGLO AMERICAN CHILE
LIMITADA, por la suma de
$                                .
(cesión crédito)


 


e) Depósito a Plazo renovable N°[·] de fecha [·] tomado en el Banco
                      
a nombre de KG MINERA LM S.A.,
endosado a MINORCO INVERSUD S.A.,
por la suma de
$                        .
(precio acciones)


 


f) Depósito a Plazo renovable N°[·] de fecha [·] tomado en el Banco
                          
a nombre de KG MINERA LM S.A.,
endosado a MINORCO INVERSUD S.A.,
por la suma de
$                                .
(cesión crédito).


 


TERCERO: El Notario que recibe las
instrucciones entregará los documentos individualizados en la cláusula segunda
anterior a un apoderado de las sociedades ANGLO
AMERICAN NORTE S.A., MINERA ANGLO
AMERICAN CHILE LIMITADA y MINORCO
INVERSUD S.A. respectivamente, siempre y cuando se cumplan las
siguientes condiciones copulativas:


 


a) Que se acredite al Notario doña
Antonieta Mendoza Escalas o a quien lo suceda o reemplace en el cargo mediante
copia de la correspondiente inscripción en el Registro de Accionistas del
Conservador de Minas de Santiago, que se ha inscrito el dominio de la totalidad
de las acciones objeto de la escritura pública referida en la cláusula Primera
de las presentes instrucciones, a nombre de KG
MINERA LM S.A., y


 


b) Que se acredite al Notario doña
Antonieta Mendoza Escalas o a quien lo suceda o reemplace en el cargo mediante
certificado emitido por el Conservador de Minas de Santiago, que a la fecha de
la inscripción a nombre de KG MINERA LM S.A.,
las acciones objeto de la compraventa indicada precedentemente, no le afectan
prendas, prohibiciones, embargos, litigios ni gravámenes en general, ni
derechos preferenciales de terceros, salvo Promesa de Compraventa a favor de
Teck Gold Ltd. inscrita a fojas 144 No 49 del año 1997.


 


2

















 


CUARTO: Si dentro del plazo de 45 días
hábiles, contados desde la fecha de estas instrucciones, no se ha acreditado al
Sr. Notario o a quien lo suceda o reemplace en el cargo el cumplimiento de los
requisitos estipulados en las letras a) y b) de la cláusula tercera precedente,
el Sr. Notario deberá devolver los documentos señalados en la cláusula segunda
precedente a un representante autorizado de KG
MINERA LM S.A. quien, a mayor abundamiento, se entenderá facultado
para tachar los endosos, bastando para ello que un representante con poderes
suficientes de KG MINERA LM S.A.
suscriba una escritura de resciliación del contrato de compraventa señalado en
la cláusula primera precedente. Las Sociedades Vendedoras se obligan a su vez a
suscribir la referida escritura de resciliación una vez firmada esta por KG MINERA LM S.A., de manera de dejar sin
efecto la escritura de compraventa a que se refiere la cláusula primera
precedente.


 


QUINTO: Las Sociedades Vendedoras se
comprometen a ingresar al Conservador de Minas de Santiago las copias
autorizadas de la escritura de compraventa para su inscripción, tan pronto como
se encuentren a su disposición las correspondientes copias autorizadas.


 


SEXTO: Las partes dejan constancia que
estas instrucciones las han otorgado en su beneficio mutuo. En consecuencia,
estas instrucciones no podrán ser modificadas, alteradas ni dejadas sin efecto
sin la concurrencia y consentimiento conjunto de las Sociedades Vendedoras y KG MINERA LM S.A.


 


La personería de don
                              ,
para representar a ANGLO AMERICAN NORTE S.A.,
consta de la escritura pública otorgada con fecha
                  
en la notaría de Santiago de don
                            .
La personería de don
                              ,
para representar a MINERA ANGLO AMERICAN
CHILE LIMITADA, consta de la escritura pública otorgada con fecha
                  
en la notaría de Santiago de don
                            .
La personería de don                               ,
para representar a MINORCO INVERSUD S.A.,
consta de la escritura pública otorgada con fecha
                  
en la notaría de Santiago de don
                            .
La personería de don
                              ,
para representar a KG MINERA LM S.A.,
consta de la escritura pública otorgada con fecha
                  
en la notaría de Santiago de don
                            .


 


Previa lectura, firman,


 


 


	
  Sr. 

  	
   

  	
   

  
	
  pp. ANGLO
  AMERICAN NORTE S.A.

  



 


3

















 


	
  Sr. 

  	
   

  	
   

  
	
  pp. MINERA
  ANGLO AMERICAN CHILE LIMITADA

  
	
   

  
	
   

  
	
  Sr. 

  	
   

  	
   

  
	
  pp. MINORCO
  INVERSUD S.A.

  
	
   

  
	
   

  
	
  Sr. 

  	
   

  	
   

  
	
  pp. KG MINERA LM S.A.

  



 


4

















 


Notary
Instructions


 


In Santiago de Chile, on             ,
2008, ANGLO AMERICAN NORTE S.A.,
TAX Number
                            ,
represented by Mr.                                   ,
MINERA ANGLO AMERICAN CHILE LIMITADA,
TAX Number
                            ,
represented by Mr.                                   
and MINORCO INVERSUD S.A., TAX
Number
                            ,
represented by Mr.                                   , all of them domiciled at
                                ,
borough of                               ,
Metropolitan Region, hereinafter also “the Selling Companies”; and KG MINERA LM S.A., TAX Number
                                    ,
represented by Mr.                               ,
both domiciled at                                   ,
borough of
                          ,
Metropolitan Region, hereinafter “the Purchaser”, hereby instruct the Notary
Public Mrs. Antonieta Mendoza Escala, or whom may succeed or replace her,
as follows:


 


FIRST: 
By public deed of this date, Digest No
                  -2008,
ANGLO AMERICAN NORTE S.A. sold,
assigned and transferred to KG MINERA LM S.A.,
all of its
                  
shares in Minera Santa Rosa SCM (“Minera”), which represent 25.12% of the
issued and outstanding shares of Minera, MINERA
ANGLO AMERICAN CHILE LIMITADA sold, assigned and transferred to KG MINERA LM S.A., all of its
                  
shares in Minera Santa Rosa SCM, which represent 7.54% of the issued and
outstanding shares of Minera and MINORCO
INVERSUD S.A. sold, assigned and transferred to KG MINERA LM S.A., all of its
                  
shares of Minera Santa Rosa SCM, which represent 7.34% of the issued and
outstanding shares of Minera.


 


SECOND: In order to pay the purchase price
of the shares, KG MINERA LM S.A.
hereby delivers to the Notary Public the following documents:


 


a)                Time deposit No.                 ,
renewable, for the amount of
                      ,
issued by
                
on         , 2008, taken out in the
name of KG MINERA LM S.A.  , duly endorsed to ANGLO AMERICAN NORTE S.A. (shares price)


b)               Time deposit No.                 ,
renewable, for the amount of
                      ,
issued by
                
on         , 2008, taken out in the
name of KG MINERA LM S.A.  , duly endorsed to ANGLO AMERICAN NORTE S.A. (account payable)


c)                Time deposit No.                 ,
renewable, for the amount of
                      ,
issued by
                
on         , 2008, taken out in the
name of KG MINERA LM S.A.  , duly endorsed to MINERA ANGLO AMERICAN CHILE LIMITADA. (shares price)


d)               Time deposit No.                 ,
renewable, for the amount of
                      ,
issued by
                
on         , 2008, taken out in the
name of KG MINERA LM S.A.  , duly endorsed to MINERA ANGLO AMERICAN CHILE LIMITADA. (account payable)


 

















 


e)                Time deposit No.                 ,
renewable, for the amount of
                      ,
issued by
                
on         , 2008, taken out in the
name of KG MINERA LM S.A.  , duly endorsed to MINORCO INVERSUD S.A. (shares price)


f)                  Time deposit No.                 ,
renewable, for the amount of
                      ,
issued by                 
on         , 2008, taken out in the
name of KG MINERA LM S.A., duly
endorsed to MINORCO INVERSUD S.A.
(account payable)


 


THIRD: 
The Notary Public that receives these instructions shall deliver the
documents individualized in prior clause SECOND, to an attorney of ANGLO AMERICAN NORTE S.A., MINERA ANGLO AMERICAN CHILE LIMITADA and MINORCO INVERSUD S.A. respectively,  provided that the following copulative
conditions have been fulfilled:


 


a)              That evidence has been given to the Notary
Public Ms. Antonieta Mendoza Escalas, or to whom may succeed or replace
her, by means of a copy of the corresponding inscription in the Shareholders
Registry of the Mining Registrar of Santiago, stating that the ownership of all
of the shares subject matter of the deed named in clause FIRST above has been
recorded in the name of KG MINERA LM S.A.,
and


 


b)             That evidence is given to the Notary Public Ms. Antonieta
Mendoza Escalas or to whom may succeed or replace her, by means of certificate
issued by the Mining Registrar of Santiago, stating that on the date of
registration of the shares in the name of KG
MINERA LM S.A., the shares subject matter of the deed of sale
indicated above, are not subject to liens, prohibitions, attachments,
litigations or encumbrances, except for the Promise to Purchase Shares in favor
of Teck Gold Ltd. registered at folio 144, No 49 of the year 1997.


 


FOURTH: 
If after 45 business days counted from the date of these instructions,
no evidence has been given to the Notary Public about the fulfillment of the
requisites set forth in paragraphs a) and b) of the preceding clause THIRD, the
Notary Public shall have to return the documents indicated in CLAUSE SECOND to an
authorized representative of KG MINERA LM
S.A., who, for the avoidance of doubt, shall be deemed authorized to
cross the endorsements, sufficing exclusively for this purpose that an attorney
of KG MINERA LM S.A., duly
empowered,  executes a deed of
resciliation  of the sale agreement
mentioned in clause FIRST hereof. The Selling Companies, in turn, binds itself
to subscribe this deed of resciliation once signed by KG MINERA LM S.A., so that the sale
agreement mentioned in clause FIRST hereof, is left without effect.


 


2

















 


FIFTH: 
The Selling Companies commit themselves to record in the Mining
Registrar of Santiago the authorized copies of the deed of sale as soon such
copies are available.


 


SIXTH: 
The parties leave on record that these instructions have been given to
their mutual benefit.  In consequence,
these instructions cannot be modified, altered or left without effect without
the concurrence and joint consent of the Selling Companies and KG MINERA LM S.A.


 


The legal capacity of Mr.                   
to act in representation of ANGLO AMERICAN
NORTE S.A. is recorded in the public deed dated
                  ,
executed in the Notary’s Office of Santiago of Mr.                   .
The legal capacity of Mr.                   
to act in representation of MINERA ANGLO
AMERICAN CHILE LIMITADA is recorded in the public deed dated
                  ,
executed in the Notary’s Office of Santiago of Mr.                   .
The legal capacity of Mr.                   
to act in representation of MINORCO INVERSUD
S.A. is recorded in the public deed dated
                  ,
executed in the Notary’s Office of Santiago of Mr.                   .
The legal capacity of Mr.                   
to act in representation of KG MINERA LM S.A.
is recorded in the public deed dated
                  ,
executed in the Notary’s Office of Santiago of Mr.                   .


 


 


Upon reading, the parties hereto
sign.


 


 


	
  Mr.

  	
   

  	
   

  
	
  By ANGLO
  AMERICAN NORTE S.A.

  
	
   

  
	
   

  
	
  Mr.

  	
   

  	
   

  
	
  By MINERA ANGLO
  AMERICAN CHILE LIMITADA

  
	
   

  
	
   

  
	
  Mr.

  	
   

  	
   

  
	
  By MINORCO
  INVERSUD S.A.

  
	
   

  
	
   

  
	
  Mr.

  	
   

  	
   

  
	
  By KG MINERA
  LM S.A.

  



 


3
















 


Exhibit 1.01(iii)


 


Form of
Share Transfer Deed


 


 


CONTRATO DE
COMPRAVENTA DE ACCIONES


 


EMITIDAS POR


 


MINERA SANTA ROSA
SCM.


 


Comparecen: don Alejandro Vicente Mena Frau, chileno,
casado, ingeniero comercial, cédula nacional de identidad número nueve millones
setecientos noventa y seis mil trescientos cuarenta y uno guión k, y don Luis
Ignacio Quiñones Sotomayor, chileno, casado, abogado, cédula de identidad
número siete millones setecientos setenta y seis mil  setecientos dieciocho guión cinco  ambos en representación de la sociedad Anglo American Norte S.A., sociedad del
giro minero, Rut 91.658.000-2, de la sociedad Minorco
Inversud S.A, sociedad de inversiones, Rut 93.939.000-6, y de la
sociedad Minera Anglo American Chile Limitada,
sociedad del giro de su denominación, Rut 87.522.100-0, todos domiciliados para
estos efectos en Avenida Pedro de Valdivia número doscientos noventa y uno,
comuna de Providencia, Santiago,  en
adelante también los “Vendedores”;
y b/ don
                      
(individualizar)  actuando en representación, según se
acreditará, de
                                  ,
Rol Único Tributario
                              ,
sociedad del giro                   
del mismo domicilio de su representante, en adelante también el “Comprador”; los comparecientes mayores de
edad quienes acreditan su identidad con las citadas cédulas y exponen:


 


PRIMERO. Que mediante escritura pública de fecha 16 de
Septiembre de 1996 otorgada en la Notaría de Santiago de don Eduardo Pinto
Peralta se constituyó la sociedad contractual minera denominada Minera Santa
Rosa SCM. Un extracto de la escritura de constitución se inscribió a 


 

















 


Fs 174
N° 59 del Registro de Propiedad de Minas 
y a Fs 9591 del Registro de Accionistas, ambas del Conservador de Minas
de Santiago correspondiente al año 1996. Dicha sociedad ha sufrido las
siguientes modificaciones: a) por escritura pública de fecha 27 de Noviembre de
1996 otorgada en la Notaría de Santiago de don Eduardo Pinto Peralta cuyo
extracto se inscribió a Fs 232 vta N° 71 del Registro de Propiedad de Minas y a
Fs 9598 del Registro de Accionistas, ambas del Conservador de Minas de Santiago
correspondiente al año 1996, y b) por escritura pública de fecha 5 de Diciembre
de 1996 otorgada en la Notaría de Santiago de don Eduardo Pinto Peralta cuyo
extracto se inscribió a Fs 234 vta N° 72 del Registro de Propiedad de
Minas  y a Fs 9601 del Registro de
Accionistas, ambas del Conservador de Minas de Santiago correspondiente al año
1996.


 


SEGUNDO: Consta en el Registro de Accionistas del
Conservador de Minas de Santiago, que la sociedad Anglo American Norte S.A. es
titular a esta fecha de 9.640.244 acciones, que la sociedad Minorco Inversud
S.A es titular a esta fecha de 2.816.462 acciones y que la sociedad Minera
Anglo American Chile Limitada es titular a esta fecha de 2.894.286 acciones,
todas  de Minera Santa Rosa SCM.


 


TERCERO: Mediante instrumento privado denominado “Share
Purchase Agreement” celebrado con esta fecha en idioma inglés entre los
Vendedores y el Comprador, la sociedad Anglo American Norte S.A. acordó vender,
ceder y transferir la totalidad de las acciones de que es titular en Minera
Santa Rosa SCM, esto es, la cantidad de 9.640.244 acciones, al Comprador,  la sociedad Minorco Inversud S.A. acordó
vender, ceder y transferir la totalidad de las acciones de que es titular en
Minera Santa Rosa SCM, esto es, la cantidad de 2.816.462 acciones, al Comprador
y la sociedad Minera Anglo American Chile Limitada acordó vender, ceder y 


 


2

















 


transferir
la totalidad de las acciones de que es titular en Minera Santa Rosa SCM, esto
es, la cantidad de 2.894.286 acciones, a el Comprador.


 


CUARTO: Por el presente acto y en cumplimiento con lo
estipulado en instrumento privado “Share Purchase Agreement” referido en la
cláusula anterior, los señores Alejandro Vicente Mena Frau y Luis Ignacio
Quiñones Sotomayor, actuando en representación de las sociedades Anglo American Norte S.A., Minorco Inversud S.A, y Minera Anglo American Chile Limitada,
vienen en  vender, ceder y transferir al Comprador, quien compra, adquiere y acepta
para sí, a través de su representante, la totalidad de las acciones de Minera
Santa Rosa SCM, que cada una de dichas sociedades es titular, según se indicó
en las cláusulas segunda y tercera precedentes.


 


QUINTO: El precio de la compraventa de cada una de las
acciones que se vende es la suma de
$              ,
correspondiendo entonces
$              
para Anglo American Norte S.A.,
$                  
para Minorco Inversud S.A,   y
$                
para Minera Anglo American Chile Limitada,
sumas que son pagadas en este acto, al contado y en dinero efectivo por el
Comprador, declarando los representantes de las sociedades vendedoras
recibirlos a su entera satisfacción.


 


SEXTO: Los Vendedores y el Comprador dejan constancia
que las acciones  transferidas de Minera
Santa Rosa SCM, se venden libres de todo gravamen, prenda, prohibición,
interdicción, deuda o litigio pendiente, con excepción de Promesa de
Compraventa a favor de Teck Gold Ltd. inscrita en el Libro de Gravámenes y
Prohibiciones del Registro de Accionistas del Conservador de Minas de Santiago,
a fojas 144, No 49 del año 1997, no existiendo además a su respecto opciones
preferentes que cumplir, declarando el Comprador  conocer los estatutos de la misma.


 


3

















 


SEPTIMO: Para los efectos de la presente compraventa de
acciones, las partes fijan su domicilio en la ciudad y comuna de Santiago y se
someten a la jurisdicción de sus tribunales de justicia. Este contrato estará
sujeto a las leyes de la República de Chile.


 


OCTAVO: Los gastos que se devenguen con ocasión del
otorgamiento del presente instrumento, como asimismo  los de su inscripción serán de cargo del
comprador.


 


NOVENO: Se faculta al portador de copia autorizada de
la presente escritura para requerir y firmar las inscripciones,
subinscripciones y anotaciones que  se
requieran en el Conservador de Minas de Santiago.


 


· La personería de don Alejandro Vicente Mena Frau y de don Luis Ignacio Quiñones Sotomayor, para
actuar en representación de Anglo American Norte S.A., consta escritura pública
de fecha 14 de Junio de 2007 otorgada en la Notaría de Santiago de don Alvaro
Bianchi Rosas.


 


· La personería de don Alejandro Vicente Mena Frau y de don Luis Ignacio Quiñones Sotomayor, para
actuar en representación de Minorco Inversud S.A., consta escritura pública de
fecha 3 de Marzo de 2008 otorgada en la Notaría de Santiago de don Alvaro
Bianchi Rosas.


 


· La personería de don Alejandro Vicente Mena Frau y de don Luis Ignacio Quiñones Sotomayor, para
actuar en representación de Minera Anglo American Chile Limitada, consta
escritura pública de fecha 21 de Abril de 2008 otorgada en la Notaría de
Santiago de don Alvaro Bianchi Rosas.


 


4

















 


FREE TRANSLATION FROM SPANISH


 


SHARE PURCHASE
CONTRACT


 


ISSUED BY


 


MINERA SANTA
ROSA SCM.


 


Hereby Appears:  Mr. Alejandro
Vicente Mena Frau, Chilean, married, commercial engineer, Taxpayer
Identification Number 9.796.341-K, and Mr. Luis Ignacio Quiñones
Sotomayor, Chilean, married, attorney, Taxpayer Identification Number
7.776.718-5, both in representation and on behalf of Anglo American Norte S.A., a mining development company,
Taxpayer Identification Number 91.658.000-2, Minorco
Inversud S.A, an investment company, Taxpayer Identification Number
93.939.000-6, and Minera Anglo American Chile
Limitada, title company, Taxpayer Identification Number
87.522.100-0, all domiciled for these purposes at Pedro de Valdivia Avenue,
Number 291, borough of Providencia, Santiago, hereinafter the “Sellers”; and; y Mr.                       
(identify)  representing, as accredited,
                                  ,
Taxpayer Identification Number
                              ,
a
                  
company of the same domicile as represented, hereinafter the “Purchaser”; each of the foregoing of legal
age, each of whom has proven his identity with the aforementioned credentials,
and each of whom states:


 


FIRST. By public deed executed on September 16,
1996, in the Notary of Santiago of Mr. Eduardo Pinto Peralta, Minera Santa
Rosa SCM, a contractual mining company was formed.  An excerpt of the public deed of constitution
was registered at File 174, Number 59, of the Mining Registry and File 9591 of
the Shareholders Registry, both of the Mine Registrar of Santiago for the year
1996.  Such company has been thereafter
modified as follows:  a) by public deed
dated November 27, 1996, executed in the Notary of Santiago of Mr. Eduardo
Pinto Peralta, an excerpt of which was registered at File 232 overleaf, Number
71, of the Mining Registry and File 9598 


 

















 


of the Shareholders Registry, both of the
Mine Registrar of Santiago for the year 1996, and b) by public deed dated December 5,
1996, executed in the Notary of Santiago of Mr. Eduardo Pinto Peralta, an
excerpt of which was registered at File 234, Number 72 of the Mining Registry
and File 9601 of the Shareholders Registry, both of the Mining Registrar of
Santiago for the year 1996.


 


SECOND: The following is inscribed in the Shareholders
Registry of the Mining Registrar of Santiago: 
that company Anglo American Norte S.A., as of even date herewith, is the
owner of 9,640,244 shares, that company Minorco Inversud S.A., as of even date
herewith, is the owner of 2,816,462 shares, and that company Minera Anglo
American Chile Limitada, as of even date herewith, is the owner of 2,894,286
shares, all of Minera Santa Rosa SCM.


 


THIRD: By private document executed on this date in
English language named “Share Purchase Agreement”, between the Sellers and the
Purchaser, Anglo American Norte S.A. agreed to sell, assign and transfer all of
its 9.640.244 shares in Minera Santa Rosa SCM to the Purchaser, Minorco
Inversud S.A., agreed to sell, assign and transfer all of its 2.816.462 shares
in Minera Santa Rosa SCM to the Purchaser, and Minera Anglo American Chile
Limitada agreed to sell, assign and transfer all of its 2.894.286 shares in
Minera Santa Rosa SCM to the Purchaser.


 


FOURTH: Hereby and in compliance with what was agreed
in the “Share Purchase Agreement” referred to in the preceding clause, Messrs. Alejandro
Vicente Mena Frau and Luis Ignacio Quiñones Sotomayor, acting in representation
of the companies Anglo American Norte S.A.,
Minorco Inversud S.A, and Minera Anglo American Chile Limitada hereby
sell, assign, and transfer to Purchaser, who hereby purchases, acquires, and
accepts, via its representative, all of 


 


2

















 


the shares of Minera Santa Rosa SCM, owned by
such companies as indicated in the foregoing clause.


 


FIFTH: The price per share hereby sold is the sum of
$              ,
corresponding to
$              
by Anglo American Norte S.A.,
$                  
by Minorco Inversud S.A,   and
$                
by Minera Anglo American Chile Limitada,
sums which are hereunder paid in cash by Purchaser, and the representatives of
Seller hereby receive such sums to their entire satisfaction.


 


SIXTH: Sellers and Purchaser hereby establish that
the transferred shares of Minera Santa Rosa SCM are sold, except for the
Promise to Purchase Shares in favor of Teck Gold Ltd. registered at folio 144,
No 49 of the Liens and Encumbrances Book of the Shareholders Registry of the
Mining Registrar of Santiago of the year 1997, free from encumbrances, pledges,
prohibitions, interdictions, debts, or pending litigation, nor in this regard
any first rights of refusal, regarding which Purchaser has been provided the
bylaws.


 


SEVENTH: For all legal intents and purposes hereunder,
the parties fix their domicile in the borough and city of Santiago and submit
themselves to the jurisdiction of its courts. 
This contract shall be subject to the laws of the Republic of Chile.


 


EIGHTH: Any expenses arising from the execution of
this instrument, as well as its inscription, shall be at Purchaser’s expense.


 


NINETH: A bearer of an authorized copy of this writing
is empowered to require and sign the registrations, inscriptions, and
annotations as may be required in the Mining Registrar of Santiago.


 


3

















 


· The power of Mr. Alejandro Vicente Mena Frau and Mr. Luis Ignacio Quiñones Sotomayor to act in
representation of Anglo American Norte S.A. was granted by public deed dated June 14,
2007, executed in the Notary of Santiago of Mr. Alvaro Bianchi Rosas.


 


· The power of Mr. Alejandro Vicente Mena Frau and Mr. Luis Ignacio Quiñones Sotomayor to act in
representation of Minorco Inversud S.A. was granted by public deed dated March 3,
2008, executed in the Notary of Santiago of Mr. Alvaro Bianchi Rosas.


 


· The power of Mr. Alejandro Vicente Mena Frau and Mr. Luis Ignacio Quiñones Sotomayor to act in
representation of Minera Anglo American Chile Limitada was granted by public
deed dated April 21, 2008, executed in the Notary of Santiago of Mr. Alvaro
Bianchi Rosas.


 


4
















 


Exhibit 2.05(4)(c)


 


Selling
Companies’ Bring-Down Certificate


 


TO:                          KG Minera LM S.A.
(the “Purchaser”)


 


This certificate is given
pursuant to Section 2.05(4)(c) of the Share Purchase Agreement dated
as of November 19, 2008 (the “Purchase
Agreement”) between Anglo American Norte S.A., Minera Anglo
American Chile Limitada, Minorco Inversud S.A. (collectively, the “Selling Companies”) and the Purchaser.  Unless otherwise stated, capitalized terms
used in this certificate have the meanings given to them in the Purchase
Agreement.


 


I, [·], the President of [Selling Company] (the “Vendor”), hereby certify, for and on behalf
of the Vendor and not in my personal capacity and without personal liability,
as follows:


 


1.                                       To the Knowledge of the Selling
Companies, no change in the financial condition, business, prospects,
operations, Assets or affairs of Minera Santa Rosa SCM has occurred since December 31,
2007 that would have a Material Adverse Effect.


 


2.                                       The Selling Companies have performed
or complied in all material respects with all of the terms, covenants and
conditions of the Purchase Agreement to be performed or complied with by them
at or prior to the Time of Closing (and, for such purposes, a term, covenant or
condition, other than those contained in section 2.05 of the Purchase
Agreement, is considered materially performed or complied with unless the
non-performance or non-compliance constitutes a Material Adverse Effect).


 


3.                                       All of the representations and
warranties of the Selling Companies in the Purchase Agreement are materially
true and correct at the date hereof, with the same force and effect as if such
representations and warranties were made as at and as of the date hereof (and,
for such purposes, a representation or warranty in Section 4.02 of the Purchase
Agreement are considered materially true and correct unless the change,
occurrence, event, violation, inaccuracy, circumstance or effect causing it not
to be true and correct constitutes a Material Adverse Effect and, as a result,
in order to avoid a duplicating qualification, references to Material Adverse
Effect expressed in the representations and warranties in Section 4.02 of
the Purchase Agreement have been disregarded).


 


Dated the [·], 2008.


 


 


	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


Exhibit 2.05(4)(d)


 


Selling
Companies’ Corporate Certificates


 


Officer’s
Certificate

of

[Selling Company]


 




	
  TO:

  	
  [Selling
  Companies’ Chilean Counsel]

  
	
   

  	
   

  
	
  AND TO:

  	
  KG Minera LM
  S.A.

  
	
   

  	
   

  
	
  RE:

  	
  Share Purchase Agreement dated
  as of November 19, 2008 (the “Purchase
  Agreement”) between  Anglo
  American Norte S.A., Minera Anglo American Chile Limitada, Minorco Inversud
  S.A. (collectively, the “Selling Companies”)
  and KG Minera LM S.A. (the “Purchaser”)

  






 


I, [·], the [Secretary] of [Selling
Company] (the “Vendor”)
certify, for and on behalf of the Vendor  and
not in my personal capacity and without personal liability, that:


 


1.                                                                                       This certificate is furnished to you
pursuant to Section 2.05(4)(d) of the Purchase Agreement and may be
relied on by you for the purposes of your opinion to the Purchaser contemplated
by the Purchase Agreement.  I have
reviewed such books and records of the Vendor and such other documents and have
made such inquiries and investigations as I have considered necessary or
appropriate to verify the matters addressed in this certificate.  All capitalized terms used but not defined in
this certificate have the meanings set out in the Purchase Agreement.


 


2.                                                                                       Attached as Appendix 1 are true and
complete copies of all of the by-laws of the Vendor (the “By-laws”), the extracts published and
recorded in the Commerce Registry, and a copy of the registration of the Vendor
in the Commerce Registry with certificate of good standing that are in effect
on the date hereof.  No resolutions have
been passed by the board of directors or shareholders of the Vendor to effect
any amendment to or repeal of any of the By-laws.


 


3.                                                                                       Attached as Appendix 2  is a true and complete copy of resolutions
of the directors of the Vendor, passed at a meeting of directors  on [·], 2008.  Such resolutions are the
only resolutions of the Vendor dealing with the authorization of the
transactions contemplated by the Purchase Agreement and have not been amended
by any subsequent corporate action.


 


4.                                                                                       The persons named in the attached
Appendix 3 are directors and officers of the Vendor, holding the positions set
forth in Appendix 3 opposite their respective names.  Each signature set forth opposite the name of
any such officer or director is a true specimen of the signature of such officer
or director of the Vendor.


 

















 


5.                                                                                       Neither the Vendor nor its
shareholders have taken any steps to terminate its existence, amalgamate,
continue in any other jurisdiction or change its corporate existence in any way
since the date of its incorporation.  The
Vendor has not received any notice or other communication from any Governmental
Body or other Person indicating that there exists any situation which, unless
remedied, could result in the termination of the corporate existence of the
Vendor, nor am I aware of any facts which could form the basis on which such a
notice could be sent.


 


6.                                                                                       No act or proceeding has been taken
by or against the Vendor in connection with the dissolution, liquidation,
winding up, bankruptcy or reorganization of the Vendor or any arrangement or
restructuring in respect of the Vendor nor has the Vendor received any notice
in respect of any such act or proceeding and no receiver, receiver manager,
monitor, custodian or any similar Person has been appointed in respect of the
Vendor or its assets.


 


* * * * * * *
* * *


 


DATED:  [·], 2008


 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


2

















 


Appendix
1


 


By-laws,
Extracts and Copy of Registration 

in Commerce Registry with 

Certificate of Good Standing of 

[Selling Company]


 

















 


Appendix
2


 


Resolutions
of the Board of Directors/

Shareholders of

[Selling Company]


 

















 


Appendix
3


 


Certain
Officers and Directors of

[Selling Company]


 


 


	
  Name

  	
   

  	
  Office

  	
   

  	
  Specimen Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [President]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Secretary]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Director]

  	
   

  	
   

  



 

















 


Exhibit 2.05(4)(f)


 


Form of Director and Officer Resignation
and Release


 


TO:                                                                        Minera Santa Rosa
SCM (the “Corporation”)


 


Reference is made to a share
purchase agreement (the “Purchase Agreement”)
dated as of November 19, 2008 between Anglo American Norte S.A., Minera
Anglo American Chile Limitada, Minorco Inversud S.A. (collectively, the “Selling Companies”) and KG Minera LM S.A.  (the “Purchaser”).  Unless otherwise stated, capitalized terms used
in this certificate have the meanings given to them in the Purchase
Agreement.  Notwithstanding anything to
the contrary contained herein, this release is subject to and without prejudice
to the provisions of the Purchase Agreement, including, without prejudice to
the generality of the foregoing, the provisions of section 6.02 thereof.


 


I, [·] hereby resign as a  director
of the Corporation effective on the closing of the transactions
contemplated by the Purchase Agreement.


 


In consideration of the sum of
$1.00 of lawful money of Canada and other good and valuable consideration, the
receipt and adequacy of which are hereby irrevocably acknowledged, I (the “Releasor”, which term includes my heirs,
executors, administrators, successors and assigns) hereby release and forever
discharge (i) the Corporation and (ii) its present and former
officers, directors and employees and their respective predecessors,
successors, personal representatives and assigns (collectively, the “Releasees”) of and from all actions, causes
of action, suits, debts, duties, demands, accounts, bonds, covenants,
contracts, demands, proceedings and claims for injuries, losses, damages,
interest, costs, indemnity, fines, penalties, legal and professional fees and
assessments or amounts of any kind whatsoever (including any loss or damage not
yet ascertained) that I as a director of the Corporation or otherwise ever had,
now have or can, shall or may hereafter have for or by reason of or in any way
arising out of any cause, matter or thing whatsoever existing up to the present
time (but for greater certainty, no cause, matter or thing whatsoever arising
thereafter) (collectively, the “Claims”).  In particular, without in any way limiting
the generality of the foregoing, this Release shall apply to Claims arising for
and by reason of or in any way arising out of any and all claims and demands
for moneys advanced, salary, wages, bonuses, expenses, retirement or pension
allowances, fees, participation in profits or earnings, dividends or other
remuneration or benefits enjoyed by me in connection with my appointment as a
director of the Corporation or my employment by the Corporation or the
termination of such directorship or employment, whether authorized or provided
for by law, statute, contract, resolution, by-law or otherwise including,
without limitation, the obligations, statutory, contractual or otherwise, of
the Corporation to me in respect thereof, including, without limitation, any
statutory entitlement to wages, vacation pay, termination pay, severance pay or
any other payment, existing up to the present time.


 

















 


I further covenant and agree not
to directly or indirectly, join, assist, aid or act in concert in any manner
whatsoever with any other person in the making of any claim or demand or in the
bringing of any proceeding or action in any manner whatsoever against the
Releasees or any of them with respect to the Claims.


 


I further covenant and agree not
to make or continue any claim or complaint or initiate or continue any
proceeding against any person which might be entitled to claim, pursuant to the
provisions of any applicable statute or otherwise, contribution, indemnity or
other relief over against the Releasees or any of them arising out of or in
relation to the matters released or discharged pursuant to this Release.


 


I hereby represent, warrant and
covenant that I have not assigned and will not assign to any other person any
of the Claims that I am releasing hereunder. 
I confirm that no consideration given to me by any Releasee is an
admission of liability or responsibility by any Releasee and any such liability
or responsibility is expressly denied.


 


If any provision of this Release
or any part of any provision of this Release is held under any circumstances to
be invalid or unenforceable in any jurisdiction, then (i) such provision
or part thereof shall, with respect to such circumstances and in such
jurisdiction, be deemed amended to conform to applicable laws so as to be valid
and enforceable to the fullest possible extent, (ii) the invalidity or
unenforceability of such provision or part thereof under such circumstances and
in such jurisdiction shall not affect the validity or enforceability of such
provision or part thereof under any other circumstances or in any other
jurisdiction, and (iii) such invalidity or unenforceability of such
provision or part thereof shall not affect the validity or enforceability of
the remainder of such provision or the validity or enforceability of any other
provision of this Release.  Each
provision of this Release is separable from every other provision of this Release,
and each provision of this Release is separable from every other part of such
provision.


 


I acknowledge that I have been
given sufficient time to consider my actions and to seek such independent legal
or other advice as I deem appropriate and that I understand the terms of this
Release.  I further acknowledge that,
other than the consideration promised, no representation of fact or opinion,
threat or inducement has been made or given by any Releasee to induce me to
sign this Release and that there is no condition, express or implied or
collateral agreement with respect to this Release.


 


This Release shall be governed
by, enforced, construed and interpreted in accordance with the laws of the
Republic of Chile.


 


DATED: 
[·], 2008


 


 


	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
  Name:

  



 


2
















 


Exhibit 2.05(4)(g)


 


Form of Selling Companies’ Release


 


TO:                         Each of the
Releasees (as defined below)


 


Reference is made to a share
purchase agreement (the “Purchase Agreement”)
dated as of November 19, 2008 between Anglo American Norte S.A., Minera
Anglo American Chile Limitada, Minorco Inversud S.A. (collectively, the “Selling Companies”) and KG Minera LM S.A. (the “Purchaser”)
in respect of the purchase of certain shares of Minera Santa Rosa SCM  (the “Corporation”).  Unless otherwise stated, capitalized terms
used in this certificate have the meanings given to them in the Purchase
Agreement.  Notwithstanding anything to the
contrary contained herein, this release is subject to and without prejudice to
the provisions of the Purchase Agreement, including, without prejudice to the
generality of the foregoing, the provisions of section 6.02 thereof.


 


In consideration of the sum of
$1.00 of lawful money of Canada and other good and valuable consideration, the
receipt and adequacy of which are hereby irrevocably acknowledged, each of the
Selling Companies, on its own behalf and on behalf of its successors and
assigns (collectively, the “Releasors”)
hereby releases and forever discharges (i) the Corporation and its
respective successors, assigns and predecessors and (ii) their respective
present and former officers, directors and employees and their respective
predecessors, successors, personal representatives and assigns (collectively,
the “Releasees”) of and from all
actions, causes of action, suits, debts, duties, demands, accounts, bonds,
covenants, Contracts, demands, proceedings and claims for injuries, losses,
damages, interest, costs, indemnity, fines, penalties, legal and professional
fees and assessments or amounts of any kind whatsoever (including any loss or
damage not yet ascertained) that such Releasor ever had, now has or can, shall
or may hereafter have for or by reason of or in any way arising out of any
cause, matter or thing whatsoever existing up to the present time (but for
greater certainty, no cause, matter or thing whatsoever arising thereafter)
(collectively, the “Claims”);
provided however that nothing contained in this Release shall operate to
release the Purchaser from any of its obligations under the Purchase Agreement.


 


Each Releasor further covenants
and agrees not to directly or indirectly, join, assist, aid or act in concert
in any manner whatsoever with any other person in the making of any claim or
demand or in the bringing of any proceeding or action in any manner whatsoever
against the Releasees or any of them with respect to the Claims.


 


Each Releasor further covenants
and agrees not to make or continue any claim or complaint or initiate or
continue any proceeding against any person which such Releasor might be
entitled to claim, pursuant to the provisions of any applicable statute or
otherwise, contribution, indemnity or other relief over against the Releasees
or any of them arising out of or in relation to the matters released or
discharged pursuant to this Release.


 

















 


Each Releasor hereby represents,
warrants and covenants that it has not assigned and will not assign to any
other person any of the Claims that such Releasor is releasing herein. Each
Releasor confirms that no consideration given to it by any Releasee is an
admission of liability or responsibility by any Releasee and any such liability
or responsibility is expressly denied.


 


If any provision of this Release
or any part of any provision of this Release is held under any circumstances to
be invalid or unenforceable in any jurisdiction, then (i) such provision
or part thereof shall, with respect to such circumstances and in such
jurisdiction, be deemed amended to conform to applicable laws so as to be valid
and enforceable to the fullest possible extent, (ii) the invalidity or
unenforceability of such provision or part thereof under such circumstances and
in such jurisdiction shall not affect the validity or enforceability of such
provision or part thereof under any other circumstances or in any other
jurisdiction, and (iii) such invalidity or unenforceability of such
provision or part thereof shall not affect the validity or enforceability of
the remainder of such provision or the validity or enforceability of any other
provision of this Release.  Each
provision of this Release is separable from every other provision of this
Release, and each provision of this Release is separable from every other part
of such provision.


 


This Release shall be governed
by, enforced, construed and interpreted in accordance with the laws of the
Republic of Chile.


 


DATED: 
[·],
2008


 


 


	
   

  	
  ANGLO
  AMERICAN NORTE S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  MINERA ANGLO
  AMERICAN CHILE

  LIMITADA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  MINORCO
  INVERSUD S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


2

















 


Exhibit 2.05(6)(b)


 


Purchaser’s
Bring-Down Certificate


 


TO:                         Anglo American
Norte S.A., Minera Anglo American Chile Limitada and Minorco Inversud S.A.
(collectively, the “Selling Companies”)


 


This certificate is given
pursuant to Section 2.05(6)(b) of the Share Purchase Agreement dated
as of November 19, 2008 (the “Purchase Agreement”) between KG Minera LM S.A. (the “Purchaser”) and the Selling Companies.  Unless otherwise stated, capitalized terms
used in this certificate have the meanings given to them in the Purchase Agreement.


 


I, [·], the President of the Purchaser,
hereby certify, for and on behalf of the Purchaser and not in my personal
capacity and without personal liability, as follows:


 


1.             The Purchaser has performed or complied in all
material respects with all of the terms, covenants and conditions of the
Purchase Agreement to be performed or complied with by it at or prior to the
Time of Closing.


 


2.             All of the representations and warranties of
the Purchaser in the Purchase Agreement are materially true and
correct at the date hereof, with the same force and effect as if such
representations and warranties were made as at and as of the date hereof.


 


Dated the [·],
2008.


 


 


	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


Exhibit 2.05(6)(c)


 


Purchaser’s
Corporate Certificate


 


Officer’s
Certificate

of

KG Minera LM S.A.


 


TO:                                                                         [Purchaser’s
Chilean Counsel]


 


AND TO:                                           Anglo American
Norte S.A., Minera Anglo American Chile Limitada and Minorco Inversud S.A.
(collectively, the “Selling Companies”)


 


RE:                                                                           Share Purchase Agreement dated as of
November 19, 2008 (the “Purchase
Agreement”) between the Selling Companies and KG Minera LM S.A. (the
“Purchaser”)


 


I, [·], the [Secretary] of the Purchaser certify, for and on behalf of the
Purchaser and not in my personal capacity and without personal liability, that:


 


1.                                                                                       This certificate is furnished to you
pursuant to Section 2.05(6)(c) of the Purchase Agreement and may be
relied on by you for the purposes of your opinion to the Selling Companies
contemplated by the Purchase Agreement. 
I have reviewed such books and records of the Purchaser and such other
documents and have made such inquiries and investigations as I have considered
necessary or appropriate to verify the matters addressed in this
certificate.  All capitalized terms used
but not defined in this certificate have the meanings set out in the Purchase
Agreement.


 


2.                                                                                       Attached as Appendix 1 are true and
complete copies of all of the by-laws of the Purchaser (the “By-laws”), the extracts published and
recorded in the Commerce Registry, and a copy of the registration of the
Purchaser in the Commerce Registry with certificate of good standing that are
in effect on the date hereof.  No resolutions
have been passed by the board of directors or shareholders of the Purchaser to
effect any amendment to or repeal of any of the By-laws.


 


3.                                                                                       Attached as Appendix 2 is a true and
complete copy of a resolution of the directors of the Purchaser, passed at a
meeting of directors by all the directors entitled to vote on the resolution at
a meeting of directors on [·], 2008.  Such resolution is the
only resolution of the Purchaser dealing with the authorization of the
transactions contemplated by the Purchase Agreement and has not been amended by
any subsequent corporate action.


 


4.                                                                                       The persons named in the attached
Appendix 3 are directors and officers of the Purchaser, holding the positions
set forth in Appendix 3 opposite their respective names.  Each signature set forth opposite the name of
any such officer or director is a true specimen of the signature of such
officer or director of the Purchaser.


 

















 


5.                                                                                       Neither the Purchaser nor its
shareholders have taken any steps to terminate its existence, amalgamate,
continue in any other jurisdiction or change its corporate existence in any way
since the date of its incorporation. The Purchaser has not received any notice
or other communication from any Governmental Body or other Person indicating
that there exists any situation which, unless remedied, could result in the
termination of the corporate existence of the Purchaser, nor am I aware of any
facts which could form the basis on which such a notice could be sent.


 


6.                                                                                       No act or proceeding has been taken
by or against the Purchaser in connection with the dissolution, liquidation,
winding up, bankruptcy or reorganization of the Purchaser or any arrangement or
restructuring in respect of the Purchaser nor has the Purchaser received any
notice in respect of any such act or proceeding and no receiver, receiver
manager, monitor, custodian or any similar Person has been appointed in respect
of the Purchaser or its assets.


 


* * * * * * *
* * *


 


DATED:   [·], 2008


 


 


	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


2

















 


Appendix
1


 


By-laws,
Extracts and Copy of Registration 

in Commerce Registry with 

Certificate of Good Standing of 

KG Minera LM S.A.


 

















 


Appendix
2


 


Resolutions
of the Board of Directors of

KG Minera LM S.A.


 

















 


Appendix
3


 


Certain
Officers and Directors of

KG Minera LM S.A.


 


	
  Name

  	
   

  	
  Office

  	
   

  	
  Specimen Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [President]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Secretary]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Director]