Metallica Resources Inc · 20-F · For 12/31/04 · EX-4.12

Filed On 3/30/05 5:19pm ET   ·   SEC File 1-31875   ·   Accession Number 950134-5-6397

Annual Report of a Foreign Private Issuer   ·   Form 20-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report of a Foreign Private Issuer           HTML    982K 
 2: EX-4.11     Mining Option to Purchase Contract                    28     81K 
 3: EX-4.12     Sale and Purchase and Assignment of Rights             6     35K 
 4: EX-4.13     Employment Agreement - Richard J. Hall                 6     27K 
 5: EX-4.14     Employment Agreement - Bradley J. Blacketor            5     25K 
 6: EX-4.15     Consulting Agreement Between Fred H. Lightner and      2     13K 
                          Metallica Resources Inc.                               
 7: EX-4.16     Services Agreement                                     3     16K 
 8: EX-8        Subsidiaries                                           1      8K 
 9: EX-12.1     Certification of Ceo Pursuant to Rule 13a-14(A)        2±    12K 
10: EX-12.2     Certification of Cfo Pursuant to Rule 13a-14(A)        2±    12K 
11: EX-13.1     Certification of Ceo Pursuant to Section 906           1      8K 
12: EX-13.2     Certification of Cfo Pursuant to Section 906           1      8K 

EX-4.12   ·   Sale and Purchase and Assignment of Rights

EX-4.12
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                                                                    EXHIBIT 4.12

FREE TRANSLATION                                                                

 SALE AND PURCHASE AND ASSIGNMENT OF RIGHTS IN NET SMELTER
RETURN AND CONTRACTUAL POSISTION

BY AND BETWEEN
NORANDA CHILE LIMITADA
 AND
 METALLICA (BARBADOS) INC.

In Santiago, Republic of Chile, on December 15, 2004, before me, ANTONIETA      
MENDOZA ESCALAS, Attorney, Titular Notary Public of the 16th Notary Office and  
Mining Registry of Santiago, with office at San Sebastian, number 2750, Las     
Condes, there appeared: Mr. Fernando Porcile Valenzuela, Chilean, married,      
engineer, Chilean national identity card number 4,027,183-K and Mr. Marcelo De  
Petris Zanetta, Chilean, single, commercial engineer, Chilean national identity 
card number 7,544,038-3, in representation, according to what will be evidenced 
of NORANDA CHILE LIMITADA, a company validly constituted and existing pursuant  
to the laws of Chile, Tax Identification Number 88,325,800-2, all domiciled for 
these purposes at Avenida Andres Bello 2777, 8th floor, Las Condes, Santiago,   
hereinafter indistinctly "Noranda" or the "Seller", as one party, and as the    
other Mr. Pablo Mir Balmaceda, Chilean, married, attorney, Chilean national     
identity card number 6,374,989-3, domiciled at Enrique Foster Sur 20, 9th floor,
Las Condes, Santiago, in representation of METALLICA (BARBADOS) INC., a company 
validly constituted and existing pursuant to the laws of Barbados, domiciled at 
Worthing Corporate Centre, Worthing Main Road, Christ Church, Barbados and for  
these purposes at Enrique Foster Sur 20, 9th floor, Las Condes, Santiago,       
hereinafter indistinctly "Metallica" or the "Buyer", the appearing parties being
of legal age, who evidence their identity with the Chilean national identity    
cards previously cited, and state:                                              

FIRST: Minera Metallica Limitada ("Metallica") is the owner of the following    
mining claims: One.- Mining concession for exploitation Niquel 1-10, which      
judgment and survey record has been registered on page 315 overleaf, No. 81 of  
the Property Registry of the Custodian of Mines of Vallenar corresponding to the
year 1996, and the ownership title is registered under the name of Minera       
Metallica Limitada on page 305 overleaf, No. 74 of the Property Registry of the 
Custodian of Mines of Vallenar corresponding to the year 2003; Two.- Mining     
concession for exploitation Zinc 1-10, which judgment and survey record has been
registered on page 346, No. 86 of the Property Registry of the Custodian of     
Mines of Vallenar corresponding to the year 1996, and the ownership title is    
registered under the name of Minera Metallica Limitada on page 310 overleaf, No.
79 of the Property Registry of the Custodian of Mines of Vallenar corresponding 
to the year 2003; Three.- Mining concession for exploitation Plomo 1-10, which  
judgment and survey record has been registered on page 285, No. 76 of the       
Property Registry of the Custodian of Mines of Vallenar corresponding to the    
year 1996, and the ownership title is registered under the name of Minera       
Metallica Limitada on page 309 overleaf, No. 78 of the Property Registry of the 
Custodian of Mines of Vallenar corresponding to the year 2003; Four.- Mining    
concession for exploitation Cobalto 1-30, which judgment and survey record has  
been registered on page 360 overleaf, No. 88 of the Property Registry of the    
Custodian of Mines                                                              

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of Vallenar corresponding to the year 1996, and the ownership title is          
registered under the name of Minera Metallica Limitada on page 307 overleaf, No.
76 of the Property Registry of the Custodian of Mines of Vallenar corresponding 
to the year 2003; Five.- Mining concession for exploitation Estano 1-57, which  
judgment and survey record has been recorded on page 307 overleaf, No. 80 of the
Property Registry of the Custodian of Mines of Vallenar corresponding to the    
year 1996, and the ownership title is registered under the name of Minera       
Metallica Limitada on page 304 overleaf, No. 73 of the Property Registry of the 
Custodian of Mines of Vallenar corresponding to the year 2003; Six.- Mining     
concession for exploitation Potasio 1-50, which judgment and survey record has  
been registered on page 338, No. 85 of the Property Registry of the Custodian of
Mines of Vallenar corresponding to the year 1996, and the ownership title is    
registered under the name of Minera Metallica Limitada on page 303 overleaf, No.
72 of the Property Registry of the Custodian of Mines of Vallenar corresponding 
to the year 2003; Seven.- Mining concession for exploitation Cuarzo 1-55, which 
judgment and survey record has been registered on page 325 overleaf, No. 83 of  
the Property Registry of the Custodian of Mines of Vallenar corresponding to the
year 1996, and the ownership title is registered under the name of Minera       
Metallica Limitada on page 301 overleaf, No. 70 of the Property Registry of the 
Custodian of Mines of Vallenar corresponding to the year 2003; Eight.- Mining   
concession for exploitation Galena 1-57, which judgment and survey record has   
been registered on page 366 overleaf, No. 89 of the Property Registry of the    
Custodian of Mines of Vallenar corresponding to the year 1996, and the ownership
title is registered under the name of Minera Metallica Limitada on page 312     
overleaf, No. 81 of the Property Registry of the Custodian of Mines of Vallenar 
corresponding to the year 2003; Nine.- Mining concession for exploitation Litio 
1-39, which judgment and survey record has been registered on page 352, No. 87  
of the Property Registry of the Custodian of Mines of Vallenar corresponding to 
the year 1996, and the ownership title is registered under the name of Minera   
Metallica Limitada on page 311 overleaf, No. 80 of the Property Registry of the 
Custodian of Mines of Vallenar corresponding to the year 2003; Ten.- Mining     
concession for exploitation Titanio 1-33, which judgment and survey record has  
been registered on page 290 overleaf, No. 77 of the Property Registry of the    
Custodian of Mines of Vallenar corresponding to the year 1996, and the ownership
title is registered under the name of Minera Metallica Limitada on page 313     
overleaf, No. 82 of the Property Registry of the Custodian of Mines of Vallenar 
corresponding to the year 2003; Eleven.- Mining concession for exploitation     
Bario 1-40, which judgment and survey record has been registered on page 279    
overleaf, No. 75 of the Property Registry of the Custodian of Mines of Vallenar 
corresponding to the year 1996, and the ownership title is registered under the 
name of Minera Metallica Limitada on page 306 overleaf, No. 75 of the Property  
Registry of the Custodian of Mines of Vallenar corresponding to the year 2003;  
Twelfe.- Mining concession for exploitation Uranio 1-4, which judgment and      
survey record has been registered on page 297, No. 78 of the Property Registry  
of the Custodian of Mines of Vallenar corresponding to the year 1996, and the   
ownership title is registered under the name of Minera Metallica Limitada on    
page 300 overleaf, No. 69 of the Property Registry of the Custodian of Mines of 
Vallenar corresponding to the year 2003; Thirteen.- Mining concession for       
exploitation Silice 1, which judgment and survey record has been registered on  
page 320 overleaf, No. 82 of the Property Registry of the Custodian of Mines of 
Vallenar corresponding to the year 1996, and the ownership title is registered  
under the name of Minera Metallica Limitada on page 314 overleaf, No. 83 of the 
Property Registry                                                               

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of the Custodian of Mines of Vallenar corresponding to the year 2003; Fourteen.-
Mining concession for exploitation Tasio 1, which judgment and survey record has
been registered on page 333, No. 84 of the Property Registry of the Custodian of
Mines of Vallenar corresponding to the year 1996, and the ownership title is    
registered under the name of Minera Metallica Limitada on page 308 overleaf, No.
77 of the Property Registry of the Custodian of Mines of Vallenar corresponding 
to the year 2003; and Fifteen.- Mining concession for exploitation Cobre 1-6,   
which judgment and survey record has been registered on page 302, No. 79 of the 
Property Registry of the Custodian of Mines of Vallenar corresponding to the    
year 1996, and the ownership title is registered under the name of Minera       
Metallica Limitada on page 302 overleaf, No. 71 of the Property Registry of the 
Custodian of Mines of Vallenar corresponding to the year 2003; all of them      
hereinafter referred to as the "Mining Claims". These Mining Claims were        
purchased by Metallica by means of public deed of "Execution of Mining Purchase 
Option" granted on July 15, 2003 before Mr. Patricio Raby Benavente, Notary     
Public of the Fifth Notary's Office of Santiago, with the balance of price being
paid upon such execution, hereinafter the "Option Exercise". The Mining Option  
Agreement which gave rise to this purchase was granted before the same Notary on
September 2, 1999, undersigned between BHP Chile Inc., as an Offeror, and Minera
Metallica Limitada, as an Oferee, under which BHP granted Metallica the power to
explore and purchase the Mining Claims, hereinafter the "Option Agreement.      

SECOND: In clause seven of the Option Agreement specified in the preceding      
clause, the parties agreed upon that Metallica would additionally pay to BHP the
equivalent Net Smelter Return amounting to 2% of ore obtained from the Mining   
Claims object of the Option Agreement once the exploitation of such Mining      
Claims has commenced under the terms and conditions set forth in the same clause
seven of the Option Agreement. This obligation was ratified in clause eight of  
the Option Exercise, thus repeating the obligation which was initially accorded 
under the following terms: "In the event that the Beneficiary exercises the     
option and starts operations in the properties which are object of this         
agreement, it shall pay BHP two per cent of the Net Smelter Return. Net Smelter 
Return shall mean for these purposes the total value received by the Beneficiary
for the product extracted from the Properties, minus all expenses related to the
treatment of such product in any smelting plant, refinery or coining place, as  
well as all costs and charges for tolling, smelting, refining or coining such   
product and in the event of any leaching operations, all processing, recovery,  
transport and preparation costs shall be deducted incurred from the moment the  
treated product enters the solution process until being ready for sale.         
Likewise, and in order to fix the Net Smelter Return, any costs and charges     
associated therewith, such as costs and charges related to transport, insurance,
handling, weighing, sampling, analysis and marketing, shall be deducted, as well
as penalties, entertainment expenses, fees and arbitration expenses, import and 
export taxes; therefore Net Smelter Return shall mean the net amount received by
the Beneficiary from a smelting plant, refinery or coining place, as the case   
may be, minus all costs and charges associated with the marketing, sale and     
delivery of the product to the smelting plant, refinery or coining place, as    
applicable. Notwithstanding the above, said costs shall not include the cost of 
leaching, acids or other costs related to the extraction and preparation until  
the product has entered the electrolytic solution. Should the product be treated
in a smelting plant, refinery or coining place owned, operated or controlled by 
the Beneficiary or a subsidiary thereof, all costs and charges                  

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referred to in the preceding paragraphs shall be equal to the applicable rates  
collected by similar smelting plants, refineries or coining places as applicable
in transactions made in equity conditions for the treatment of similar          
quantities and quality of the product by independent not related parties. The   
Net Smelter Return shall be fixed by the Beneficiary at the end of the calendar 
quarter in which the ore or concentrates from the Properties are sold or        
disposed of with the corresponding payment having to be made by the Beneficiary 
within forty five days following the end of each quarter. On December the thirty
first of each year and not later than March the thirty first of the following   
year, the Beneficiary shall deliver BHP an annual statement on the Net Smelter  
Return (the "Annual Statement"). The Beneficiary shall keep proper records to be
made available to BHP during the term of eight months as from delivery of such  
Annual Statement, in order to enable BHP the right assessment of the Net Smelter
Return calculation. Within this term, BHP may object by written notice to the   
Beneficiary the accuracy in assessing or calculating the Net Smelter Return made
by the Beneficiary or the accuracy in assessing if an entry has been duly       
categorized or calculated. Once this notice has been sent within proper term and
in the indicated manner, the assessment of the Net Smelter Return or of the     
entry as applicable, shall be made by an independent auditor to be appointed by 
the Parties or the Beneficiary, should the parties be not able to reach         
agreement in this respect. Should BHP does not object the assessment of Net     
Smelter Return made by the Beneficiary within the eight-month term as from      
delivery of the aforementioned Annual Statement, said Annual Statement shall be 
considered correct and it shall be assumed that BHP has accepted it in all its  
parts therefore waving, due to that action, any right to object the same".      

THIRD: By public deed of this same date executed before the Notary Public that  
authorizes, BHP Chile Inc. sold, assigned, and transferred to Noranda Chile     
Limitada who purchased and acquired on its own behalf the Net Smelter Return    
amounting to two percent of the minerals that are obtained from the Mining      
Concessions once the exploitation of the same has commenced, on the terms and   
conditions established in the previous clause and in the eighth clause of the   
public deed of Exercise of Option. As a consequence of this sale and purchase   
and assignment, Noranda Chile Limitada acquired the capacity as titleholder and 
creditor of said rights, credits, shares and interest, and as obligor of the    
corresponding obligations, assuming the total of the rights that for BHP Chile  
Inc stem from each one of them. In this way, Noranda Chile Limitada acquired the
contractual position that until this date corresponded to BHP Chile Inc. in the 
Mining Option to Purchase Agreement dated September 2, 1999 and in the Exercise 
of Option of Mining Purchase executed on July 15, 2003, both before Mr. Patricio
Raby Benavente.                                                                 

FOURTH: In this act Noranda Chile Limitada, who acts duly represented for these 
purposes by Messrs. Fernando Porcile Valenzuela and Marcelo De Petris Zanetta,  
sells, assigns and transfers to Metallica (Barbados) Inc., who purchases,       
accepts and acquires through its representative appearing party Mr. Pablo Mir   
Balmaceda, 30% of the total of the rights and obligations of which Noranda Chile
Limitada is titleholder in the Net Smelter Return amounting to two percent of   
the minerals that are obtained from the Mining Concessions once the exploitation
of the same has commenced, on the terms and conditions established in the second
clause above and in the eighth clause of the public deed of Exercise of Option. 
As a consequence of this cession and assignment, from the date of this          
Agreement, Metallica Barbados Inc. acquires the capacity as titleholder and     
creditor of 30%                                                                 

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of said rights, credits, shares and interests, and as obligor of the            
corresponding obligations, assuming 30% of the rights that for Noranda Chile    
Limitada stem from each one of them. In this way Noranda Chile Limitada and     
Metallica Barbados Inc. together assume, with a proportion of 70% the former and
30% the latter, the contractual position that until this date corresponded to   
BHP Chile Inc, in the Mining Option to Purchase Agreement dated September 2,    
1999, and in the Exercise of Option of Mining Purchase executed on July 15,     
2003, both before Mr. Patricio Raby Benavente, Titular Notary Public of the     
Fifth Notary Office of Santiago, who are individualized in the first clause of  
this instrument, thereby subrogating and assuming on its own behalf all rights  
and obligations of BHP Chile Inc. in the Mining Option to Purchase Agreement and
its Exercise as previously referred to.                                         

FIFTH: The price of this sale and purchase and assignment of rights is the total
sum of US$600,000 equivalent at this date to the sum of 347,466,000 Chilean     
pesos, that Metallica (Barbados) Inc. pays in this act, in cash, Messrs.        
Fernando Porcile Valenzuela and Marcelo De Petris Zanetta declaring, both in    
representation of Noranda Chile Limitada, to receive such sum to their entire   
and full satisfaction, expressly waiving resolutory actions.                    

SIXTH: Any difficulty or controversy that arises between the contracting parties
in respect of the application, interpretation, duration, termination, validity  
or execution of this contract or for any other reason shall be submitted to     
ARBITRATION, in accordance with the Rules of Arbitration Procedure currently in 
force of the Santiago Arbitration and Mediation Centre. The parties confer a    
special irrevocable power of attorney on the Santiago Commercial Chamber (Camera
de Comercio de Santiago A.G.), upon written request of any party, to designate a
mixed arbitrator, an arbitrator who can fix the procedure, and makes a ruling in
accordance with the law, from the attorneys who are members of the arbitral body
of the Santiago Centre of Mediation and Arbitration. There shall be no appeal   
against the resolutions of the arbitrator and the parties hereto expressly waive
any right they may have to appeal against such decision. The arbitrator shall   
remain especially empowered to resolve all matters related to its competence    
and/or jurisdiction. The official language of the Arbitration shall be Spanish  
and the applicable legislation shall be Chilean. This clause shall survive the  
termination of the Agreement.                                                   

SEVENTH: All Notary Public and Real Estate Registry expenses arising due to this
instrument shall be shared equally between both parties.                        

EIGHTH: The bearer of an authorized copy of this instrument is authorized to    
request and sign all registrations, sub-registrations, annotations, certificates
and carry out other acts as required in the relevant Registries. The appearing  
parties also authorize Messrs. Juan Pablo Schaeffer Fabres and Pablo Mir        
Balmaceda so that both acting together may execute one or more minutes or public
deeds that allow substitution as regards any deficiencies or defective or       
insufficient designations in the titles, in accordance with that provided in    
article 82 of the Rules of the Real Estate Registry. The concession of these    
powers is, from this time, irrevocable. The legal representation of Mr. Fernando
Porcile Valenzuela and Marcelo De Petris Zanetta to represent Noranda Chile     
Limitada is stated in the Second Board of Directors Meeting held on November 12,
2003, converted to public deed on November 20, 2003 in the Notary Public of     
Santiago of Antoneita Mendoza Escalas. The legal representation of Mr. Pablo Mir
Balmaceda to act in representation of Metallica                                 

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FREE TRANSLATION                                                                

Barbados Inc. is stated in the power of attorney executed on November 17 of 2004
in the United States of America, State of Colorado, which being duly legalized  
was formalized in the Notary Pubic of Santiago of Rene Benavente Cash on        
November 25, 2004. Said legal representations are inserted as not being known by
the parties and at the request of the same. In witness whereof, the appearing   
parties sign after reading. A copy is issued. I attest.                         

/s/ Pablo Mir Balmaceda                                                         
Pablo Mir Balmaceda                                                             
Metallica Barbados Inc.                                                         

/s/ Fernando Porcile Valenzuela                                                 
Fernando Porcile Valenzuela                                                     
/s/ Marcelo de Petris Zanetta                                                   
Marcelo de Petris Zanetta                                                       
Noranda Chile Ltda..                                                            

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 20-F Filing		Date		First		Last			Other Filings
		9/2/99		3		5
		7/15/03		3		5
		11/12/03		5
		11/20/03		5
		11/25/04		6
		12/15/04		1
For The Period Ended		12/31/04							6-K
Filed On / Filed As Of		3/30/05
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