Registrant's telephone number, including area code: (520) 989-0221

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.0001 per share
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
£  Yes                        T No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act
£  Yes                        T No

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

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.           £

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

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

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

The aggregate market value of the registrant's common stock held by non-affiliates of the registrant as of April 30, 2010, computed by reference to the price at which such stock was last sold on the OTC Bulletin Board ($0.075 per share) on that date, was approximately $2,996,370.

The registrant had 49,861,600 shares of common stock outstanding as of February 9, 2011.

- ii -

- iii -

Forward-looking statements in this annual report include, but are not limited to, statements with respect to the following:

• our future financial or operating performances and our projects;
• the estimation of mineral reserves and mineralized material;
• the estimation of future copper production
• the timing of exploration, development and production activities and estimated future production, if any;
• estimates related to costs of production, capital, operating and exploration expenditures;
• requirements for additional capital;
• government regulation of mining operations, environmental risks, reclamation and rehabilitation expenses;
• title disputes or claims;
• limitations of insurance coverage; and
• the future price of copper or other metals.

These forward-looking statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions, including, the risks and uncertainties outlined under the sections titled "Risk Factors", and "Management's Discussion and Analysis of Financial Condition and Results of Operations". If one or more of these risks or uncertainties materialize, or our underlying assumptions prove incorrect, our actual results may vary materially from those expressed or implied by our forward-looking statements anticipated, believed, estimated or expected.

We caution readers not to place undue reliance on any such forward-looking statements, which speak only to a state of affairs as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all the forward-looking statements contained in this annual report by the foregoing cautionary statements.

1

We were formed under the laws of the State of Delaware on May 18, 1999. Our principal business offices are located at 3040 N. Campbell Ave., Suite 110, Tucson , AZ, 85719. Our telephone number is (520) 989-0021 and our fax number is (520) 623-3326.

We operate in a highly competitive industry, competing with other mining and exploration companies, and institutional and individual investors, which are actively seeking minerals exploration properties throughout the world together with the equipment, labour and materials required to exploit such properties. Many of our competitors have financial resources, staff and facilities substantially greater than ours. The principal area of competition is encountered in the financial ability to cost effectively acquire prime minerals exploration prospects and then exploit such prospects. Competition for the acquisition of minerals exploration properties is intense, with many properties available in a competitive bidding process in which we may lack technological information or expertise available to other bidders. Therefore, we may not be successful in acquiring, exploring and developing profitable properties in the face of this competition. No assurance can be given that a sufficient number of suitable minerals exploration properties will be available for acquisition, exploration and development.

We have no significant employees other than our officers and directors. We plan to retain independent geologists and consultants on a contract basis to conduct the work programs on our mineral properties in order to carry out our plan of operations.

We have not incurred any research or development expenditures since our incorporation.

We do not own, either legally or beneficially, any patent or trademark.

Much of the information included in this annual report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward looking statements to reflect events or circumstances occurring after the date of such statements.

2

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution readers of this annual report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements". In evaluating us, our business and any investment in our business, readers should carefully consider the following factors.

Currently, we have no source of revenue, and no commitments to obtain additional financing.  We will require significant additional working capital to carry out its exploration programs.  We have no operating history upon which an evaluation of its future success or failure can be made.  The ability to achieve and maintain profitability and positive cash flow is dependent upon:

Because our Company has no operating revenue, we expect to incur operating losses in future periods as we continue to spend funds to explore our properties.  Failure to raise the necessary capital to continue exploration could cause our Company to go out of business.

We will require significant additional financing in order to continue our exploration activities and our assessment of the commercial viability of our properties in South America. Furthermore, if the costs of our planned exploration programs are greater than anticipated, we may have to seek additional funds through public or private share offerings or arrangements with corporate partners. There can be no assurance that we will be successful in our efforts to raise these require funds, or on terms satisfactory to us. The continued exploration of current and future mineral properties and the development of our business will depend upon our ability to establish the commercial viability of our properties and to ultimately develop cash flow from operations and reach profitable operations. We currently are in the exploration stage and we have no revenue from operations and we are experiencing significant negative cash flow. Accordingly, the only other sources of funds presently available to us are through the sale of equity. Alternatively, we may finance our business by offering an interest in any of our mineral properties to be earned by another party or parties carrying out further exploration and development thereof or to obtain project or operating financing from financial institutions, neither of which is presently intended. If we are unable to obtain this additional financing, we will not be able to continue our exploration activities and our assessment of the commercial viability of our precious metal and mineral properties. Further, if we are able to establish that development of our precious metal and mineral properties is commercially viable, our inability to raise additional financing at this stage would result in our inability to place our mineral properties into production and recover our investment. We may not discover commercially exploitable quantities of precious metals or minerals on our properties that would enable us to enter into commercial production, and achieve revenues and recover the money we spend on exploration.

3

Our properties do not contain reserves in accordance with the definitions adopted by the Securities and Exchange Commission, and there is no assurance that any exploration programs that we out will establish reserves. All of our mineral properties are in the exploration stage as opposed to the development stage and have no known body of economic mineralization. The known mineralization at these projects has not yet been determined, and may never be determined to be economic. We plan to conduct further exploration activities on our properties, which future exploration may include the completion of feasibility studies necessary to evaluate whether a commercial mineable mineral exists on any of our properties. There is a substantial risk that these exploration activities will not result in discoveries of commercially recoverable quantities of minerals. Any determination that our properties contain commercially recoverable quantities of minerals may not be reached until such time that final comprehensive feasibility studies have been concluded that establish that a potential mine is likely to be economic. There is a substantial risk that any preliminary or final feasibility studies carried out by us will not result in a positive determination that our mineral properties can be commercially developed.

On February 17, 2009, we issued a promissory note (the "War Eagle Note") to War Eagle Mining Company, Inc. a Canadian corporation ("War Eagle").  The War Eagle Note has a face amount of $155,000.  All amounts advanced under the War Eagle Note are due and payable on June 30, 2009 with interest at 15% per annum.  By its terms, the War Eagle Note was to be secured by a blanket security interest in all real, personal, and intangible interests of our Company associated with each of the La Guanaca, El Corral, La Mofralla and Venado projects (our Company's South American oxide copper properties, as described herein).  We have declared a breach by War Eagle under the War Eagle Note for failure by War Eagle to fully fund advances under the War Eagle Note, and have denied the security interest.  While we believe we have a strong legal position with respect to the dispute with War Eagle, it is possible that since our Company has not repaid the War Eagle Note on June 30, 2009 (the maturity date), it could lose its interest in the properties securing the War Eagle Note. (See Note 14 to the financial statements).

Investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. Our prospects are further complicated by a pronounced deterioration in equity markets and constriction in equity capital available to finance and maintain our exploration activities. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake and the difficult economy and market volatility that we are experiencing. Moreover, most exploration projects do not result in the discovery of commercially mineable deposits.

None of our Company's officers or directors works for our Company on a full-time basis.  Our President and Chief Executive Officer, Andrew Brodkey, is also the president of two other exploration stage mining companies and, by the terms of his employment agreement with our Company, is permitted to participate in other mining related businesses.  Some of our directors are officers or directors of other companies in similar exploration businesses.  Such business activities may be considered a conflict of interest because these individuals must continually make decisions on how much of their time they will allocate to our Company as against their other business projects, which may be competitive.  Also, we have no key man life insurance policy on any of our senior management or directors.  The loss of one or more of these officers or directors could adversely affect the ability of our Company to carry on business.

4

We are currently pursuing investments and exploration projects in Chile and Peru. These investments and projects, as well as any other investments or projects made or undertaken in the future in other developing nations, are subject to the risks normally associated with conducting business in such countries, including labor disputes and uncertain political and economic environments, as well as risks of disturbances or other risks which may limit or disrupt the projects, restrict the movement of funds or result in the deprivation of contract rights or the taking of property by nationalization or expropriation without fair compensation laws or policies, foreign taxation, limitations on ownership and on repatriation of earnings, and foreign exchange controls and currency fluctuations.  Foreign investments may also be adversely affected by changes in United States laws and regulations relating to foreign trade, investment and taxation.  If our Company's operations in a particular foreign country were halted, delayed or interfered with, our Company's business could be adversely affected.

Our long-term success depends on our ability to establish commercially recoverable quantities of ore on our mineral properties that can then be developed into commercially viable mining operations. Mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive. These risks include unusual or unexpected geologic formations, and the inability to obtain suitable or adequate machinery, equipment or labor. The success of mineral exploration is determined in part by the following factors:

Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop processes to extract minerals, and to develop the mining and processing facilities and infrastructure at any chosen site. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. We may invest significant capital and resources in exploration activities and abandon such investments if it is unable to identify commercially exploitable mineral reserves. The decision to abandon a project may reduce the trading price of our common stock and impair our ability to raise future financing. We cannot provide any assurance to investors that we will discover or acquire any mineralized material in sufficient quantities on any of our properties to justify commercial operations. Further, we will not be able to recover the funds that we spend on exploration if we are not able to establish commercially recoverable quantities of precious metals or minerals on our properties.

5

We have a history of operating losses, expect to continue to incur losses, and may never be profitable, and we must be considered to be in the exploration stage. Further, we have been dependent on sales of our equity securities and debt financing to meet our cash requirements. We have incurred losses totaling $18,196,428 from inception to October 31, 2010. As of October 31, 2010, we had an accumulated deficit of $18,196,428 and incurred losses of $1,025,522 during fiscal year ended October 31, 2010. Further, we do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that: (i) the costs to acquire additional mineral exploration claims are more than we currently anticipate or (ii) exploration and or future potential mining costs for additional claims increase beyond our expectations;

We believe that our operations currently comply, in all material respects, with all applicable environmental regulations. However, we are not fully insured at the current date against possible environmental risks.

The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in South America or any other applicable jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter our ability to carry on business. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.

Mineral exploration is highly speculative.  It involves many risks and is often nonproductive.  Even if we believe we have found a valuable mineral deposit, it may be several years before production is possible. During that time, it may become no longer feasible to produce those minerals for economic, regulatory, political, or other reasons.  Additionally, we may be required to make substantial capital expenditures and to construct mining and processing facilities.  As a result of these costs and uncertainties, we may be unable to start, or if started, to finish our exploration activities.  In addition, we have not to date established any proven or probable reserves on our mining properties and there can be no assurance that such reserves will ever be established.

6

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure against. At the present time, we may not have sufficient coverage to insure against these hazards.  Incurring such liabilities could result in our going out of business.

We have included a "going concern" qualification in the Consolidated Financial Statements to the effect that we are an exploration stage company and have no established sources of revenue. In the event that we are unable to raise additional capital and/or locate mineral resources, and ultimately develop proven and probable reserves, as to which in each case there can be no assurance, we may not be able to continue our operations. In addition, the existence of the "going concern" qualification in our auditor's report may make it more difficult for us to obtain additional financing. If we are unable to obtain additional financing, you may lose all or part of your investment.

Our ability to develop our mineral properties and the future profitability of our Company is directly related to the market price of certain minerals, including but not limited to copper. Our Company is negatively affected by the decline in commodity prices.

Our Common Stock is classified as a penny Stock, which is traded on the OTC Bulletin Board.  As a result, an investor may find it more difficult to dispose of or obtain accurate quotations as to the price of the shares of the Common Stock.  In addition, the "penny stock" rules adopted by the Securities and Exchange Commission subject the sale of the shares of the Common Stock to certain regulations which impose sales practice requirements on broker-dealers.  For example, broker-dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities. Furthermore, if the person purchasing the securities is someone other than an accredited investor or an established customer of the broker-dealer, the broker-dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives.  The broker-dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the Commission's rules may result in the limitation of the number of potential purchasers of the shares of the Common Stock.  In addition, the additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in the Common Stock, which could severely limit the market of our Company's Common Stock.

7

A decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise additional capital for our operations. Since our operations to date have been principally financed through the sale of equity securities, a decline in the price of our common stock could have an adverse effect upon our liquidity and our continued operations. A reduction in our ability to raise equity capital in the future would have a material adverse effect upon our business plan and operations, including our ability to continue our current operations. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

A glossary of Technical Terms appears at page 34.

Pacific Copper through its subsidiaries holds mineral concessions in Chile, and has transactions pending to obtain mineral titles in Peru.  Pacific Copper's subsidiary, Sociedad Pacific Copper Chile Limitada (a Chilean limited liability partnership,), holds or controls mining concessions in the Corral/Mofralla, Venapai, Guanaca, Carrizal, and Carrera Pinto mining districts of Chile and certain other areas in Atacama Region III of Chile (the "Chile Claims").   Our Company also has a subsidiary, Pacific Copper Peru SRL (a Peruvian limited liability partnership) that, pending the closing of certain transactions, will hold claims in the Arequipa department of Peru (the "Peru Claims").  There is no assurance that commercially viable mineralized material, let alone proven or probable reserves, exist on any of our mineral concessions  and further exploration will be required before a final evaluation as to economic feasibility is determined.  We consider the La Guanaca, El Corral/La Mofralla, and the Venapai properties in Chile to be material.  We do not consider any of our other properties to be material at this time; however our Company's assessment may change if further exploration is undertaken on these properties.

8

Please note that the Glossary at the end of this Section contains definitions for certain geological and other specialized terms used in this section.  Where appropriate, these definitions have been incorporated in the text of this section.

On January 8, 2008, Pacific Copper acquired 99% of the interests of Sociedad Pacific Copper Chile Limitada, a limited liability partnership organized under the laws of Chile ("Pacific LTDA") pursuant to a share exchange agreement entered into as of April 11, 2007, as amended (the "Chile Agreement") between our Company and the former partners of Pacific LTDA.  In order to facilitate the formation of Pacific LTDA, upon execution of the Chile Agreement, our Company paid $25,000 to cover expenses relating to formation of Pacific LTDA and the consummation of the Chile Agreement.  On August 9, 2007, Harold Gardner (then a partner of Pacific LTDA) was appointed to our Company's Board of Directors, in contemplation of the closing of the Chile Agreement. On November 26, 2007, the Board of Directors of our Company approved the appointment for Mr. Gardner, Eduardo Esteffan, Andrew Brodkey, George Orr and Elden Schorn to serve as directors of Pacific LTDA. Mr. Orr and Mr. Schorn ceased to be directors of Pacific LTDA at the time of their resignation from the Board of Directors of Pacific Copper, which occurred on January 15, 2010 and October 30, 2009, respectively.

Pursuant to the Chile Agreement our Company issued, subject to an escrow agreement, an aggregate of 6,088,452 of its common shares to the former partners of Pacific LTDA as consideration for the acquisition (the "Consideration Shares").  Mr. Gardner received, in escrow, 2,425,000 Consideration Shares.

Immediately following the closing of the Chile Agreement, Pacific LTDA became a 99%-owned subsidiary of our Company.   Mr. Esteffan retained a 1% partnership interest in Pacific LTDA (the "Retained Interest") in order to comply with Chilean law requiring that a limited liability partnership have at least two members.  The number of Consideration Shares Mr. Esteffan was originally scheduled to receive under the Chile Agreement (2,425,000 Shares) was reduced by 61,548 shares in order to avoid compensating him for the Retained Interest.  The Retained Interest is subject to an option agreement between our Company and Mr. Esteffan that entitles our Company to purchase the Retained Interest in exchange for the issuance of 61,548 common shares of our Company at any time in the future.

Through closing of the Chile Agreement, Pacific LTDA holds title to or controls certain mineral concessions prospective for sulfide copper potential located in the Carrizal, and Carrera Pinto mining districts in Chile (the "Chile Claims").  The Consideration Shares were exempt from registration under the Securities Act of 1933, as amended, were restricted upon issuance, and were issued in escrow subject to a "Closing Agreement" between our Company, Pacific LTDA, and the former partners of Pacific LTDA.  The conditions under the Closing Agreement have been satisfied or waived, and the Chile Consideration shares have been issued to the former partners of Pacific LTDA.

Subsequent to the formation of Pacific LTDA and the acquisition of the sulfide copper projects described herein, our Company through Pacific LTDA acquired interests in several oxide or leachable copper projects, described in more detail below.

Chile's current mining policy is based on legal provisions founded in Spanish law with modifications via a series of prior Mining Codes leading to the revised Mining Code of 1982. These were established to stimulate the development of mining and to guarantee the property rights of both local and foreign investors. According to the law, the state owns all mineral resources, but exploration and exploitation of these resources by private parties is permitted through mining concessions, which are granted, to any claimant to mineral rights who follows the required procedures. An exploration claim can be placed on any area, whereas the survey to establish a permanent exploitation claim ("mensura") can only be effected on "free" areas which have no valid claims in place or in process of constitution.

9

The concessions have both rights and obligations as defined by a Constitutional Organic Law as enacted in 1982. Concessions can be mortgaged or transferred and the holder has full ownership rights and is entitled to obtain the rights of way for exploration and exploitation. The concession holder has the right to use, for mining purposes, any water flows which infiltrate any mining workings. In addition, the concession holder has the right to defend his ownership against state and third parties. An exploration concession is obtained by a claims filing and includes all minerals that may exist within its area. Exploration and exploitation mining rights in Chile are acquired in the following stages:

Pedimento: A pedimento is an initial exploration claim whose position is well defined by UTM coordinates which define north-south and east-west boundaries. The minimum size of a pedimento is 100 hectares and the maximum is 5,000 hectares with a maximum length-to-width ratio of 5:1. The duration of validity is for a maximum period of 2 years from the date of constitution, however at the end of this period it may a) be reduced in size by at least 50% and renewed for an additional 2 years or b) entered in the process to establish a permanent claim by converting to a "manifestation". New pedimentos are allowed to overlap with pre-existing ones; however the pedimento with the earliest filing date always takes precedence, providing the claim holder continues the process of constitution in accordance with the Mining Code and the applicable regulations. Pedimentos are maintained by yearly payments of roughly U.S. $3.00 per hectare.

Manifestacion: Before a pedimento expires, or at any stage during its two year life, it may be converted to a manifestacion which lasts for 220 days.

Mensura: Prior to the expiration of a manifestacion, the owner of a manifestacion must request a survey ("mensura"). After acceptance of the "Survey Request" (solicitud de Mensura), the owner has approximately 12 months to have the claim surveyed by a government licensed surveyor. The surrounding claim owners may witness the survey, which is subsequently described in a legal format and presented to the National Mining Service (SERNAGEOMIN) for technical review which includes field inspection and verification. Following the technical approval by SERNAGEOMIN, the file returns to the judge of the appropriate jurisdiction who must dictate the constitution of the claim as a "mensura" (equivalent of a patented claim in the United States). Once constituted, an abstract describing the claim is published in Chile's official mining bulletin (published weekly) and 30 days later the claim can be inscribed in the appropriate Mining Registry (Conservador de Minas).

Once constituted, a "mensura" is a permanent property right, with no expiration date. So long as the annual fees (patentes) are paid in a timely manner, (from March to May of each year) clear title and ownership of the mineral rights is assured in perpetuity. Currently, the patentes are the equivalent of US$7.33 per hectare per year. Failure to pay the annual patentes for an extended period can result in the claim being listed for "remate" (Auction Sale), wherein a third party may acquire a claim for the payment of back taxes owed (plus a penalty payment). In such a case, the claim is included in a list published 30 days prior to the Auction and the owner has the possibility of paying the back taxes plus penalty and thus removing the claim from the Auction List.

The maps appearing immediately below depict (1) the geographical locations of the administrative regions in Chile, and (2) the locations of each of the properties in Chile Atacama Region III in which Pacific LTDA owns or has rights in mineral concessions, including the sulfide and oxide/leachable copper districts described herein. As noted below, in February 2011, our Board of Directors determined to discontinue the exploration of the Cerro Blanco project and instructed Pacific LTDA to let lapse all concession fees associated with the Cerro Blanco project.

10

11

Pacific LTDA owns or controls a portfolio of rights in three separate properties with oxide or leachable copper potential, including the La Guanaca, El Corral/La Mofralla and Venapai/Venado projects, all located in Chile's Atacama Region III. The rights in these three projects cover a cumulative area of 9,000 hectares. Each of these properties are accessible by passenger car and are adjacent to serviceable roads, The acquisition and other history relevant to each of these projects is described in more detail below.

The following maps depict the locations of and access to each of the properties in Chile Atacama Region III in which Pacific LTDA owns or has rights in mineral concessions.

General

On January 24, 2008, our Company, through its subsidiary Pacific LTDA entered into an exclusive exploration, mining and exploitation agreement (the "Guanaca Lease") with Sociedad Legal Minera La Guanaca de la Sierra Vicuna ("Lessor") for the La Guanaca oxide copper project located northeast of the town of Inca de Oro, Chanaral Province, Atacama Region 3, Chile.  This property, which consists of approximately 250 hectares of exploration concessions, is road-accessible and was previously explored in the mid-1990's through geophysical methods, sampling and drilling by Empresa Nacional de Mineria ("ENAMI") a Chilean nationally-owned mining enterprise.  The Guanaca Lease is for a term of 5 years and is renewable automatically for additional 5-year periods.  The Lessor the La Guanaca property will receive US$2,000 per month in cash as a lease payment during the term of the Guanaca Lease agreement.

12

The La Guanaca property is depicted on the map below, and at this time is considered to be material by our Company.

The La Guanaca Project consists of the La Guanaca Una al Cinquenta claim, which is an exploitation claim (mensura), made up of 50 pertenencias of 5 hectares each, the Guanaca Una a Cincuenta (1-50), and is currently registered to the Lessor. Pacific LTDA through the Guanaca Lease holds a 100% interest in the property, subject only to continuing monthly payments of $2,000. Property boundaries are located by a survey, required under Chilean law for exploitation claims, and the corners are secured by concrete monuments. Other than the $2,000 monthly lease fee, there are currently no royalty or other payment obligations due from our Company to the Lessor. However, should a feasibility study be completed and a project proposed to be constructed at La Guanaca, our Company anticipates that the Lessor would try to negotiate some sort of royalty or production payment on its behalf.

13

Pertinent data relating to the nature of the mineral concessions comprising La Guanaca is contained in the following table:

The concessions protect the Lessor as to all mineral rights, and a right of surface access upon agreement with the surface owner. As the surface owner at La Guanaca is the state of Chile, Pacific LTDA will solicit a surface rights agreement with the government of Chile at the time of and in connection with a feasibility study, if warranted. Since the concessions at La Guanaca are mensuras, they are perpetual, permanent property rights with no expiration date, subject only to the continued and timely payment of annual fees (patentes) which are currently the equivalent of US$7.33 per hectare per year--in this case, a yearly total of $1,832. Although the Lessor is legally responsible for the payment of the patentes, the monthly remittances by our Company are intended in part to cover this cost.

La Guanaca is hosted within a segregated, Miocene granodiorite. The granodiorite stock has intruded Jurassic granites and granodiorites as well as Cretaceous extrusive rocks in the area, and occurs as a window in the veneer of Miocene-age Atacama gravels that blanket the area. A complex, probably multi-stage intrusive breccia occupies about 40% of the window exposed below the Atacama gravels. Of dacitic composition, it is hosted by the Miocene Guanaca stock. With the exception of the young Atacama gravels, the volcanic rocks in the area have been subjected to two dominant structural events. An early north-south fault system has displaced older rocks, and has uplifted the Miocene Guanaca stock and intrusive breccias, juxtaposing the young granodiorite against Jurassic and Cretaceous intrusive rocks. A subsequent northeast-trending fault system traverses the area and truncates the early north-trending structural set. The Guanaca stock has been variably altered, and commonly exhibits secondary argillic and potassic alteration effects. In the vicinity of shear zones, most of the mafic minerals have been replaced by secondary biotite, and the felsic minerals have been converted to sericite. Older intrusive rocks do not display the same degree of alteration.

There are at least two stages of hydrothermal activity at Guanaca. The first stage is evidenced by hydrothermal alteration of the intrusive breccia, when dacitic clasts of the breccia and matrix were sericitized and biotized, and finely disseminated copper minerals were emplaced. A second event resulted in the emplacement of high grade copper minerals in vein and fault fillings, subsequent to the initial alteration of the breccia.

The principal metal of interest at La Guanaca is copper. The copper oxides malachite, azurite, chrysocolla, cuprite, and neoticite occur both in north- and northeast-trending shear zones and fractures, and in an intrusive breccia that is exposed in the erosional window at the property. The low grade copper oxide mineralization that is hosted in intrusive breccias occurs as disseminations, veins, and discontinuous pods of oxide copper minerals. Veins of secondary chalcocite after chalcopyrite also occur as irregular masses in shear zones, and in veins that vary in width from a few millimetres to 3 meters. In one shaft constructed by artisanal miners, workers encountered a granodiorite intrusive that has disseminated pyrite and chalcopyrite. The primary target is the variably mineralized intrusive breccia that is partially exposed in the small window beneath Atacama gravels. A secondary target may be buried primary copper-bearing porphyry, based only on the single occurrence of disseminated pyrite and chalcopyrite.

14

Codelco Chile staked claims around the main Guanaca workings and conducted a brief examination in 1992. That Company concluded that the property did not meet its criteria and recommended transfer of the claims to ENAMI (the Chilean mining company Empresa Nacional de Mineria). ENAMI took possession of La Guanaca in 1994 and drilled 5 conventional rotary holes on the property, and analyzed cuttings for total copper and soluble copper. ENAMI geologists also conducted geologic mapping, and conducted a brief geophysical survey. Results indicated that potential exists for development of both oxide and porphyry style copper deposits, but no additional work was done.

The specifics of the ENAMI drilling program are as follows: Enami drilled 573 meters in 5 holes between May 28 and June 13, 1994. The holes were drilled using conventional rotary drill methods, and samples were collected on one meter intervals. Two hundred ninety-nine samples were sent to CESMEC, a lab in Copiapo for analysis for copper. In addition, 26 samples were selected and analyzed for gold at the same laboratory. None of the samples returned detectable gold values. All five holes encountered variably mineralized breccia cut by fault zones and copper oxide vein and fracture filling and mineralized quartz veins. Four of five holes contained oxide copper mineralization. Holes S-1 through S-4 contained mineralization hosted in intrusive breccias. Hole S-5 encountered an altered breccia with no appreciable mineralization. The origin of the breccia in hole S-5 is not mentioned or described in the report. ENAMI drilling was insufficient to determine true thickness, and the actual orientation of mineralization is unknown, despite conceptual cross-sections prepared by ENAMI.

Mr. John Hiner, L.P. Geo. and the independent Qualified Person under Canadian National Instrument NI 43-101 engaged by our Company, examined the property over a one day period in May 2008. Known workings were visited. Artisanal miners who were active at the time allowed access to the area where they were working, and pointed out what they considered to be some of the geologic controls for localization of high-grade copper oxides. Local rock and alteration suites were examined in the immediate area of the mine workings, but much of the surface of the claim area has been extensively disturbed, and is covered by stockpiles of unknown origin, multiple and extensive waste rock piles, and the remainder is covered by a veneer of Atacama gravels.

Mr. Hiner took two 1-kg rock chip samples of copper oxide mineralization exposed at the surface by artisanal workings. Due to lack of reliable surface exposure, Mr. Hiner also took samples from two available stockpiles of material recently excavated by active artisanal miners. The samples were collected in 10 mil plastic bags, noted by sample tag and felt marker, sealed with plastic zip ties. The sample locations, which are adjacent to the active workings utilized by the artisanal miners, were noted by GPS location, and photographs of the sample area were taken. No employee, officer, director, or associate of Pacific Copper was involved in the selection of samples to be taken, involved with the collection of the samples, or the preparation of the samples. The samples were sealed at the sample site and remained in Mr. Hiner's possession. The samples were stored in his hotel room until transported by pickup truck to the ALS Chemex Laboratory in La Serena, where the samples were personally delivered to lab personnel for analysis. ALS Chemex is a certified assay laboratory under ISO 9001-2000.

15

ALS Chemex at La Serena prepared the samples as follows:

1. dried the samples as necessary and crushed the samples to greater than 70% - 2mm using a jaw crusher.

2. A 250 gram split is obtained using a Jones Riffle Splitter and pulverized to greater than 85% -75 microns using standard ring and puck style pulverizing equipment.

3. A 30 gram split was analyzed by for gold ICP-AA and fire assay (ALS method Au-ICP21) and by ICP-AES (ALS method ME-ICP41a) for copper and 33 other elements respectively.

Results of these analyses yielded copper values as high as 24,000 ppm Cu, or 2.4% copper from these selected surface samples.

Our Company has not engaged in any further exploration or site activities at La Guanaca since the inception of the Guanaca Lease.

Road access to the La Guanaca property is reflected in the map and the descriptions found above.

Power transmission lines, on the Chilean electric power grid, are closest at Potrerillos, and on a straight-line are approximately 15 km from the project. Should the costs to extend power lines to the property prove not to be economical, our Company would either (1) import diesel fuel which can be stored on-site in tanks, or (2) import compressed natural gas which can be stored on-site in tanks.

Water is expected to be obtained from at least 3 potential sources as operational process feed. These include Potrerillos (50 liters/sec located 17 km from the project, La Finca (30 liters/sec--13 km from the site) and Diego de Almagro (100 liters per second--48 km from project).

Other than the access roads, trucks and a shallow shaft, limited underground workings and a winze used by the artisanal miners to drift across a principal vein that has been exploited to only about meters, there are no facilities or equipment at the La Guanaca property.

La Guanaca has no known reserves reportable under US securities laws, and the programs carried out on the property to date have been simply exploratory in nature. However, On April 9, 2009, our Company SEDAR-filed a National Instrument 43-101 technical report, compliant under Canadian law, authored by John Hiner, for its La Guanaca property. Costs incurred by our Company in connection with this report, and all other activities related to the property, including allocations, total approximately US$202,500 . At the current time, there are no plans for any additional exploration at La Guanaca.

As of February 27, 2009 Pacific Copper, through its wholly owned subsidiary Pacific LTDA, entered into a definitive mineral property acquisition agreement (the "Gareste Agreement") with Gareste pursuant to which our Company acquired a 100% interest in the following copper oxide or leachable copper properties located in Atacama Region III, Chile: the "Venado Property" (also known as the "Venapai Property") consisting of approximately 5,000 hectares of exploration concessions, located roughly 45 kilometers from the city of Copiapo; the "El Corral Property", consisting of approximately 3,600 hectares of exploration concessions, located roughly 60 kilometers from the city of Copiapo, and the adjacent "La Mofralla Property", consisting of approximately 250 hectares of exploration concessions also located roughly 60 kilometers from the City of Copiapo.  These properties were subject to separate letters of intent entered into during July and October of 2008, as previously described. Under the Gareste Agreement our Company issued a total of 5,000,000 shares of its common stock to Gareste on October 12, 2009, allocable as follows: 2,000,000 shares of common stock as consideration for the Venado Property, 2,000,000 shares of common stock as consideration for the El Corral Property and 1,000,000 shares of common stock as consideration for the La Mofralla Property (collectively, the "Gareste Oxide Shares").  In addition, the Venado Property is subject to a 2% net smelter return royalty, capped at $10,000,000, 50% of which can be repurchased by Pacific Copper at any time prior to the commencement of production for $3,000,000, and the El Corral Property is subject to a 2% net smelter return royalty, capped at $10,000,000, 50% of which can be repurchased by Pacific Copper at any time prior to the commencement of production for $2,000,000.

16

The El Corral y La Mofralla property is depicted on the map below, and at this time is considered to be material by our Company.

17

The El Corral y La Mofralla Project consists of 13 contiguous mining claims that cover 3,850 hectares, registered in the name of Pacific LTDA. As mentioned above, a 2% net smelter return royalty is payable on production from the El Corral concessions, capped at $10,000,000, 50% of which can be repurchased by Pacific Copper at any time prior to the commencement of production for $2,000,000. There is no royalty burden associated with the La Mofralla claims.

Pertinent data relating to the nature of the mineral concessions comprising El Corral y La Mofralla is contained in the following table:

18

The concessions protect the concession owner as to all mineral rights, and a right of surface access upon agreement with the surface owner. Pacific LTDA will solicit a surface rights agreement with the surface owner at the time of and in connection with a feasibility study, if warranted. Since the concessions at La Guanaca are pedimentos, or exploration claims, they are of two years in duration and require a yearly maintenance payment which is currently nearly the equivalent of US$3.00 per hectare per year. Pacific LTDA is legally responsible for the payment of the yearly fees to maintain the pedimentos.

The area involving the property is dominated by late Cretaceous to Paleocene volcanic and sedimentary rocks. The late Cretaceous-Tertiary age Hornitos Formation consists of a thick sequence of alternating andesite flows, agglomerates, lahars, and tuffs with interbedded clastic and volcaniclastic rocks including arkoses, graywackes, sandstones, siltstones, shales, and conglomerates. Most of the clastic units are green-gray to black in color, indicating deposition likely occurred in a reducing environment. The Hornitos Formation is host to the stratiform copper mineralization that may be syngenetic.

The Hornitos Formation unconformably overlies the andesitic volcanic rocks of the Cretaceous Cerillos Formation. The Cerillos Formation is a 1500 m thick sequence of green to purple, massive-bedded andesite flows with interbeds of conglomerates and volcanic conglomerates. The Cerillos and Hornitos Formations are folded and generally steeply dipping, and both are unconformably overlain by relatively flat-lying tuffs, andesites, and conglomerates of an unnamed Tertiary-aged formation. These volcanically-derived sedimentary units have been folded in a regional, NE trending, slightly westward-plunging syncline. At the El Corral portion of the property, chalcocite and bornite occur in bedded tuffs, tuffaceous to arkosic sandstones, shales, siltstones and in andesite flow tops on the east limb of the syncline. The chalcocite and bornite are accompanied by the oxidation products of malachite, atacamite, tenorite, and chrysocolla. Exotic copper has been deposited in a conglomerate unit within the volcaniclastic package. The occurrence of chalcocite and bornite in sedimentary units that exhibit little if any alteration suggests that the sulfide minerals may be been deposited synchronously with the sedimentary rocks.

The dominant structure is a northeast-trending, southwest-plunging syncline. Faults that are probably related to the folding event cut the syncline but most have minor or no offset. Later northwest-trending faults related to the currently-active Atacama fault system cut all the rock units in the area. Several faults that cut mineralized beds contain copper oxide mineralization.

The El Corral segment of the property hosts sulfide copper mineralization in what appears to be a syngenetic setting. Copper-bearing units are commonly stacked within a specific clastic horizon, generally associated with a basal andesite flow or tuff. The La Mofralla segment of the property hosts shear-zone oxide copper mineralization in fractures, shears, and as fillings in sheared conglomerate.

Minerals found at the El Corral segment of the property consist of chalcocite, bornite, covellite, and the associated copper oxides malachite, azurite, chrysocolla, tenorite, neoticite, and atacamite. Chalcocite occurs as thin selvages and distinct blebs of chalcocite that are drawn out along bedding planes. Chalcocite thicknesses vary from razor-thin selvages to discontinous "beds" up to 5cm thick along indistinct bedding planes in outcrops where textural variations are visible. Many of the reliable exposures have been disrupted by landslide blocks and rapid thickness variations and dip changes are common. It is overlain by dark brown shale containing chalcocite-bearing pebbles derived from the unit below. Except for disruptions in continuity from alluvium or landslide material, the unit can be traced over a strike length of 600 m, and the thickness of both the tuffaceous volcaniclastic shale and the dark brown shale pinches and swells from a few cm to as much as 3 m.

The La Mofralla segment of the property in the southeast hosts a small open pit CuOx occurrence situated in a low-angle fault, known locally as the Mofralla Fault. The fault cuts andesitic volcanic rocks and conglomerates of the Cerrillos Formation. Copper occurs as chrysocolla, malachite, tenorite, and atacamite derived from oxidation of chalcocite. The copper minerals occur in a brecciated and faulted zone about 50 m thick by 200 m in width. The fault has additionally been traced over a strike length of 400 m.

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The first modern evaluation known to our Company occurred in 1998. Tucson, Arizona consultant Joe Wilkins evaluated the El Corral y La Mofralla properties for S&S Mining Company. Wilkin's work was preceded by three geologists sent to the property by S&S Mining Company to confirm reported copper occurrences prior to Wilkins visit. He conducted limited sampling and reconnaissance level geologic mapping, and concluded that the property has good potential for development of oxide copper reserves, particularly at La Mofralla. Three samples taken by Wilkins at La Mofralla averaged 1.24% Cu and 14 g/t Ag. Wilkins recommended detailed mapping and sampling, trenching, and core drilling.

In 1999, Santiago, Chile consultant Enrique Marino examined the El Corral y La Mofralla property. He also concluded that conditions were conducive for the identification of potentially economic copper-silver mineralization. His recommendations included acquisition of air-photo coverage and geologic mapping at a scale of 1:10,000 with an emphasis on mineralized zones. Based on reconnaissance-level mapping and sampling he recommended trenching, additional sampling, and geochemical studies to determine ore mineralogy and metallurgical response prior to additional work.

Mr. John Hiner, L.P. Geo. and the independent Qualified Person under Canadian National Instrument NI 43-101 engaged by our Company, examined the property over a one day period in May 2008. Known workings were visited, and Mr. Hiner took three samples of copper mineralization: one at La Mofralla, and two at El Corral. The samples were collected in 10 mil plastic bags, noted by sample tag and felt marker, sealed with plastic zip ties. At La Mofralla, the sample was representative of the copper oxide mineralization found across the south face of the pit developed by artisanal miners. About 20 m of the zone exposed in the pit was not sampled due to dangerous pit conditions. At El Corral, both samples were taken of stratiform mineralization found within the volcaniclastic sedimentary section. The first sample was taken as a check of previous sampling conducted by consultant Marino, and the second sample was taken from small dumps from prospect pits and shafts developed by artisanal miners on bedded mineralization. Hiner's samples were taken only to confirm the existence of copper mineralization, not to establish grade or tenor.

The samples were sealed at the sample site and remained in the possession of Mr. Hiner. The samples were stored in his hotel room until transported by pickup truck to the ALS Chemex Laboratory in La Serena, where the samples were personally delivered to lab personnel for analysis. ALS Chemex is a certified assay laboratory under ISO 9001-2000.

ALS Chemex at La Serena prepared the samples as follows:

1. dried the samples as necessary and crushed the samples to greater than 70% -2mm using a jaw crusher.

2. A 250 gram split was obtained using a Jones Riffle Splitter and pulverized to greater than 85% -75 microns using standard ring and puck style pulverizing equipment.

20

3. A 30 gram split was analyzed by for gold ICP-AA and fire assay (ALS method Au-ICP21) and by ICP-AES (ALS method ME-ICP41a) for copper and 33 other elements respectively.

Results of these analyses yielded copper values as high as 24,000 ppm Cu, or 2.4% copper at El Corral, and 15,200 ppm Cu, or 1.52% Cu at La Mofralla from these selected surface samples.

Our Company has not engaged in any further exploration or site activities at El Corral/La Mofralla since the visit by Mr. Hiner.

Road access to the Corral/Mofralla property is reflected in the map and the descriptions found above.

Power transmission lines, on the Chilean electric power grid, are closest at San Antonio, and on a straight-line are approximately 20 km from the project. Should the costs to extend power lines to the property prove not to be economical, our Company would either (1) import diesel fuel which can be stored on-site in tanks, or (2) import compressed natural gas which can be stored on-site in tanks.

Water for operational process feed can be obtained from a number of different nearby sources. The Rio Manflas is located 23 km from the project and has a flow of 300 liters/second. There are six other potential water supplies within 65 km that range up to 400 liters/sec of water.

Other than the access roads there are no improvements, facilities or equipment at the property.

El Corral y La Mofralla has no known reserves reportable under US securities laws, and the programs carried out on the property to date have been simply exploratory in nature. However, On April 9, 2009, our Company SEDAR-filed a National Instrument 43-101 technical report, compliant under Canadian law, authored by John Hiner, for this property. Costs incurred by our Company in connection with this report, and all other activities related to the property, including allocations, total approximately US$58,000. At the current time, there are no plans for any additional exploration at El Corral y La Mofralla.

Location and Access

The Venapai property is located in Atacama Region III about 43 km east northeast of the industrial city of Copiapo, which is approximately 450 km north of the capital city of Santiago. To reach the Venapai property, travel southeast from Copiapo on Avenida Copayapu to Camino Inca de Oro, a distance of about 8 km. Camino Inca de Oro, denoted as Chilean highway 31, is known also as the international highway, and leads northeasterly in the Quebrada Paipote. Travel about 38 km northeast on highway 31 to the intersection of Quebrada Dadin. Access to the workings is via a twisty dirt road in the canyon and via switchbacks to the property, a distance of about 6 km. A four-wheel drive vehicle with good clearance is recommended. Allow about an hour travel time from Copiapo to the property.

The Venado/Venapai property is depicted on the map below, and at this time is considered to be material by our Company.

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The Venapai property consists of seventeen mineral concessions, referred to in Chile as pedimentos, which are currently registered to Pacific LTDA. These concessions cover an area totaling 4,900 hectares. As mentioned above, a 2% net smelter return royalty is payable on production from the Venapai concessions, capped at $10,000,000, 50% of which can be repurchased by Pacific Copper at any time prior to the commencement of production for $3,000,000.

Pertinent data relating to the nature of the mineral concessions comprising Venapai is contained in the following table:

22

The concessions protect the concession owner as to all mineral rights, and a right of surface access upon agreement with the surface owner. Pacific LTDA will solicit a surface rights agreement with the surface owner at the time of and in connection with a feasibility study, if warranted. Since the concessions at La Guanaca are pedimentos, or exploration claims, they are of two years in duration and require a yearly maintenance payment which is currently nearly the equivalent of US$3.00 per hectare per year. Pacific LTDA is legally responsible for the payment of the yearly fees to maintain the pedimentos.

The Venapai area is underlain by a thick sequence of volcanic rocks in a complex structural setting. The volcanic stratigraphy is difficult to ascertain due to rapid facies changes and fault offsets. In general, there is a basal sequence of andesite flows that are covered by a thick sequence of ash flow tuffs, volcaniclastic rocks, and tuffaceous sedimentary rocks ranging from coarse arkosic sandstones to pebble conglomerates. This sequence is overlain by very coarse andesitic agglomerates and intercalated andesitic flows. Locally, breccias are developed within the upper volcanic pile, most commonly as flow breccias and flow top breccias. There has been no formal assignment of formation names, but it is likely that these volcanic rocks are correlative with the late Cretaceous Cerillos Formation and the late Cretaceous-early Tertiary Hornitos Formation. The entire volcanic sequence has been cut by andesitic to dacitic dikes and common lamprophyre dikes. There does not appear to be a dominant trend to the dikes, but an overall sense that these dikes are radiating outward from a complex rhyodacitic intrusive plug complex located about 3.5 km southeast of the property. The style of volcanic deposition, with rapid lateral and vertical facies changes, and the occurrence of an intrusive plug complex to the south southeast are strongly suggestive that volcanic rocks at the Venapai property were deposited on the side of a massive stratovolcano that was active in late Cretaceous time.

With the exception of the Quebrada Paipote, which trends northeasterly across the property, the dominant structural trend on the property is northwesterly. The Quebrada Paipote is almost certainly a fault or fault zone, as evidenced by rock type changes across the quebrada from southeast to northwest, truncation of northwest trending faults and dikes, and a distinct change in topographic texture on either side of the quebrada. Offsets on the northwest-trending faults commonly juxtapose different rock types, making correlations and determination of local stratigraphy difficult.

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Two known modes of copper mineralization occur on the property. The first occurrence includes CuOx minerals as malachite, chrysocolla, atacamite, and neoticite found in small shear zones in the uppermost coarse agglomerates and volcanic flows. All the copper noted in these occurrences is exotic, and the source is unknown. In the second occurrence, native copper and cuprite accompanied by the oxide products of chrysocolla and malachite occur as disseminations in fine-grained tuffaceous rocks, welded tuffs or ignimbrites, and in the interstices of flow-top breccias and agglomerates of the middle section of volcaniclastic rocks.

At several locations, artisanal miners have mined small shear zones containing chrysocolla and malachite. Numerous small stockpiles remaining in the area suggest the miners were hand cobbing the copper mineralization to increase grades. Other than the artisanal prospecting and minor production as noted, there has been no systematic modern exploration conducted that is evident at the property. Representatives of Gareste, the vendor to Pacific LTDA, conducted a modest stream sediment program in the Quebrada Paipote area in mid-2008 as part of a reconnaissance evaluation of the area, and confirmed the presence of copper in the Quebrada Paipote and nearby hills. Gareste engaged geologic consultant E. Marino to follow this work with a rock chip sampling of artisanal workings and various rock types to establish a basic geochemistry database. Geologic consultant E. Marino also supervised a small rock chip grid-sampling program on the south side of Quebrada Paipote in an area where copper oxides and native copper were found in tuffs and welded tuff.

Based on the results of the rock-chip sampling a 1,500 meter 8-hole drill program was planned and initiated by Pacific LTDA in mid-November, 2008. As of the end of February 2009 eight core holes were completed, a total of 1.550 meters. Drill core was submitted to Viga Laboratories in Copiapo for analysis. However, due to a lack of funding, the analysis has not been completed and the program remains in suspense at this time.

Mr. John Hiner, L.P. Geo. and the independent Qualified Person under Canadian National Instrument NI 43-101 engaged by our Company, examined the property over a one day period in July 2008. Known workings were visited, and Mr. Hiner took three 1 kg samples of copper mineralization: two were taken in prospect pits developed on shear zones to ascertain the relative grade of the CuOx mineralization, and a third was taken in the area containing native copper and cuprite. All the samples were collected in 10 mil plastic bags, noted by sample tag and feltmarker, and sealed with plastic ziplock ties. The sample locations were noted by GPS location, and photographs of the sample area were taken. These samples were taken to confirm the presence of copper in shear zones and as disseminations in volcaniclastic rocks. No attempt was made to establish grade, continuity, or persistence of any mineralization, given the early stage of exploration that the Venapai property exhibits.

The samples were sealed at the sample site and remained in the possession of Mr. Hiner. The samples were stored in his hotel room until transported by pickup truck to the ALS Chemex Laboratory in La Serena, where the samples were personally delivered to lab personnel for analysis. ALS Chemex is a certified assay laboratory under ISO 9001-2000.

ALS Chemex at La Serena prepared the samples as follows:

1. dried the samples as necessary and crushed the samples to greater than 70% -2mm using a jaw crusher.

2. A 250 gram split was obtained using a Jones Riffle Splitter and pulverized to greater than 85% -75 microns using standard ring and puck style pulverizing equipment.

3. A 30 gram split was analyzed by for gold ICP-AA and fire assay (ALS method Au-ICP21) and by ICP-AES (ALS method ME-ICP41a) for copper and 33 other elements respectively.

24

Results of these analyses yielded copper values as high as 18,600 ppm Cu, or 1.86% copper at Venapai from these selected surface samples.

Our Company has not engaged in any further exploration or site activities at La Guanaca since the drilling program described herein.

Road access to the Venapai property is reflected in the map and the descriptions found above.

Power transmission lines, on the Chilean electric power grid, are closest at the Carrera Pinto area, and on a straight-line are approximately 11 km from the project. Should the costs to extend power lines to the property prove not to be economical, our Company would either (1) import diesel fuel which can be stored on-site in tanks, or (2) import compressed natural gas which can be stored on-site in tanks.

Water for operational process feed is expected to be obtained from wells at either the Carrera Pinto area (15 km) or the Puerta area (30 km), each of which areas currently has 30 liters/second of water available.

Other than the access roads, there are no improvements, facilities or equipment at the property.

Venapai has no known reserves reportable under US securities laws, and the programs carried out on the property to date have been simply exploratory in nature. However, On April 9, 2009, our Company SEDAR-filed a National Instrument 43-101 technical report, compliant under Canadian law, authored by John Hiner, for the Venapai property. Costs incurred by our Company in connection with this report, exploration, and all other activities related to the property, including allocations, total approximately US$906,700. At the current time, there are no plans for any additional exploration at Venapai.

The Carrera Pinto District is located 60 kilometers northeast of Copiapo and is reached on paved roads using the highway to Inca del Oro.  Travel time is less than an hour.   The properties are located in the plain and along the fringes of a collapsed caldera system of approximately 20 kilometers in diameter.  The hills forming the caldera walls are crossed with numerous veins and mantos containing copper with some silver. Our Company does not consider the properties of the Carrera Pinto District to be material at this time.

The Carrera Pinto concessions owned by our Company are comprised of the Cobrizo, Puquois and Turkesa properties, and are depicted on the map below.

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The Carrera Pinto project consists of fourteen mineral concessions which are currently registered to Pacific LTDA. These concessions cover an area totaling 3,600 hectares. There are no net smelter return or other royalties payable on production from these concessions,

Pertinent data relating to the nature of the mineral concessions comprising Carrera Pinto is contained in the following table:

26

Our Company at this time has no plans for any exploration at the Carrera Pinto property, and does not consider it to be material to our Company.

On February 3, 2011, our Board of Directors determined to discontinue exploration of the Cerro Blanco project, which is located approximately 90 kilometers south of Copiapo and is comprised of five mineral concessions totaling 1,000 hectares.

This property was not material to our Company. Our Board of Directors decided to discontinue exploration of this project and instructed Pacific LTDA to let lapse all concession fees associated with it because Cerro Blanco was an early stage project which we deemed not sufficiently prospective and too costly to maintain given our other payment obligations.

Carrizal is located roughly 120 km southwest from Copiapo on primary and secondary improved roads. Carrizal is accessed using the Pan American highway south of Copaipo for about an hour, then west on improved secondary roads for an additional 30 minutes.  The mean elevation is 700 meters, and weather is temperate for year round operations. Our Company does not consider the properties at Carrizal to be material at this time.

The Carrizal concessions owned by our Company are depicted on the map below.

27

Pertinent data relating to the nature of the mineral concessions comprising Carrizal is contained in the following table:

Our Company at this time has no plans for any exploration at the Carrizal property, and does not consider it to be material to our Company.

Our Company through Pacific LTDA also executed a letter of intent dated September 9, 2008 with a single vendor to acquire its interest in the Yerbas Buenas oxide copper property located 130 km southeast of the city of Copiapo, Atacama Region III.  Chile.  Yerbas Buenas is located roughly 20 km from the El Corral property.  The vendor of Yerbas Buenas is Gareste, Ltda, a Chilean entity which is owned in part by a Director of our Company.  The vendor was to receive 2 million shares of our Company's common stock at closing in exchange for its interest at Yerbas Buenas, and a 2% NSR royalty, capped at $6 million, 1% of which can be repurchased for the sum of $2 million at any time prior to commercial production.  This transaction did not close and on February 22, 2010, the parties terminated the agreement for Yerbas Buenas.  Our Company did not and does not consider this property to be material.

On December 17, 2007, our Company completed the acquisition of Pacific Copper Peru SRL, a limited partnership organized under the laws of Peru ("Peru SRL") pursuant to a Share Exchange Agreement among our Company, Peru SRL and the former partners of Peru SRL dated as of April 11, 2007, as amended (the "Peru Agreement").  On August 9, 2007, Dr. David Hackman, a former partner of Peru SRL, was appointed to our Company's Board of Directors in anticipation of the closing of the Peru Agreement.  On December 12, 2007, our Company's Directors passed a resolution appointing Harold Gardner, a member of our Company's Board of Directors, Manager of Peru SRL.

Pursuant to the Peru Agreement, our Company issued 4,850,000 shares of our Company's common stock (the "Consideration Shares"), subject to an escrow agreement, to the former partners of Peru SRL as consideration for the acquisition of Peru SRL.  Dr.. Hackman was among the former partners of Peru SRL and received 2,425,000 Consideration Shares.  As a result of the closing, Peru SRL became a subsidiary of our Company.  Mr. Brodkey holds a 1% interest in Peru SRL for the benefit of our Company.  Mr. Brodkey holds this 1% interest in order to comply with the requirement under Peruvian law that limited partnerships in Peru have at least two partners.

As of the date of this report, Peru SRL has no material or other mineral assets, as the transactions contemplated or related to the Peru Agreement, which would transfer mineral titles to Peru SRL, have not been formally completed.  The Consideration Shares were issued in escrow subject to a Closing and Escrow Agreement dated December 14, 2007 among our Company, Peru SRL and the former partners of Peru SRL (the "Closing Agreement").  Pursuant to the terms of the Closing Agreement, the former partners of Peru SRL must satisfy certain post-closing items, including the following items

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The Consideration Shares were exempt from registration under the Securities Act of 1933, as amended, and were restricted upon issuance. As of the date of this report, the Peru Consideration Shares remain in escrow, the Closing Conditions have not been satisfied, and our Company has not yet elected to waive any of the Closing Conditions. In any event, our Company does not consider any of the Peru Claims or the copper projects in Peru to be material to our Company.

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The mining concession application must include the payment receipts for the Effectiveness Fee corresponding to the first year, which is equivalent to US$ 3.00 per requested hectare, and the Payment Receipt for the Administrative Fee equivalent to 10% of the effective Tax Unit. Mining concession applications are received at the National Institute of Concessions and Mining Cadastre (Instituto Nacional de Concesiones y Catastro Minero-"INACC") on a first-come-first-serve basis. Upon reception of the mining concession application, the front desk officers at INACC's Office of Mining Concessions (Oficina de Concesiones Mineras-"OCM") determine priority in the submission of applications. This priority is applicable even when the reading of the application or the review of the attached documents shows incompliance with any of the requirements set forth in the General Mining Act as regulated. Deficient mining concession applications may be amended within 10 business days of notification of the omission. Mining concession applications failing to attach receipt of payment for the effectiveness fee and/or the administrative fee; not including information on the UTM coordinates of the requested area; or lacking an opinion or having an unfavorable opinion regarding the mining concession application issued by the Provincial and District Municipality, shall be rejected by the Office of Mining Concessions of INAAC.

Mining concessions are not granted within municipality boundaries or within areas designated as expansion zones of municipal boundaries. For reasons of national security, any concessions within 50 kilometers of a national political boundary cannot be held under concession by foreign entities unless and until the concession has been approved by the Ministry of Defense. If the mining concession application meets the requirements set forth in the Regulations on Mining Procedures, the General Bureau of Mining Concessions of INACC shall notify the interested party, within 7 business days following the mining concession application submission, of the publication of court notices, attaching the notices to be published, and if necessary, to be posted. Simultaneously to the notification to the mining concession applicant, the Head of the General Bureau of Mining Concessions of INACC shall notify the holders of other mining concession applications or previously granted mining concessions, whose areas are located in part of the grid or group of grids included in the mining concession application.

All mining concession applications are published once in the "El Peruano" Official Gazette and in the newspaper in charge of the publication of court notices in the capital city of the province or region where the requested area is located. In the latter case, if no such newspaper exists, notices shall be posted for 7 business days in the INACC's main office or decentralized offices, as appropriate. Notices shall be published within 30 business days upon notice notification. Within 60 calendar days upon publication, the interested party shall deliver the published pages evidencing the publication of the notices to INACC's General Bureau of Mining Concessions. Within 30 business days upon receipt of the publication of notices, if no objection has been filed, INACC's General Bureau of Mining Concessions issues the legal and technical opinion. Once the resolution granting the title to the mining concession is final and unappealable, it can be registered upon request of the interested party, in the Registry of Mining Rights of the National Superintendence of Public Registration (Superintendencia Nacional de Registros Publicos).

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The maps appearing immediately below depict (1) the geographical locations of the administrative regions in Peru, (2) the locations of each of the properties in Peru's Arequipa Region in which Peru SRL, pending the closing of transactions and transfers of mineral titles, will own or have rights in mineral concessions, and (3) a small -scale map showing road access to each of these properties. Our Company does not consider any of these properties to be material to our Company.

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Pertinent data relating to the nature of the mineral concession comprising Don Javier is contained in the following table:

Our Company at this time has no plans for any exploration at the Don Javier property, and does not consider it to be material to our Company.

The Tonalia claims are comprised of one mineral concession totaling 1,000 hectares, and are depicted on the maps above.

Pertinent data relating to the nature of the mineral concession comprising Tonalia is contained in the following table:

Our Company at this time has no plans for any exploration at the Tonalia property, and does not consider it to be material to our Company.

The Tenospa claims, comprised of one mineral concession totaling 1,000 hectares, are depicted on the maps above.

Pertinent data relating to the nature of the mineral concession comprising Tenospa is contained in the following table:

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Our Company at this time has no plans for any exploration at the Tenospa property, and does not consider it to be material to our Company.

Adit:  a tunnel entrance.

Caldera: a large basin shaped volcanic depression, more or less circular.

Chalcocite: a sulfide mineral ore of copper.

Copper:  a metallic chemical element, an isometric mineral

Diamond Drilling:  diamond drilling differs from other geological drilling in that a solid core is extracted from depth, for examination on the surface.

Mantos: flat lying bedded deposit

Mineral Deposit:  a mass of naturally occurring mineral material

Mineral Claims:  land title encompassing minerals

Mineralization:  deposition of minerals in rocks

Molybdenum:  a hard, silvery-white metallic element

Porphyry:   variety of igneous rock consisting of large-grained crystals, such as feldspar or quartz, dispersed in a fine-grained groundmass

Pyrite:  a mineral composed of iron and sulfur

Staked:  acquisition of mineral title is accomplished by placing posts in the ground or other monuments to delineate the parameters of the claim and filing the location notice at the mining recorders office.

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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We have not, since the date of our incorporation, declared or paid any dividends on our common shares. We anticipate that we will retain future earnings and other cash resources for the operation and development of our business for the foreseeable future. The payment of dividends in the future will depend on our earnings, if any, and our financial condition and such other factors as our board of directors considers appropriate.

On August 8, 2006, we adopted the 2006 Stock Option Plan (the "Plan") under which our officers, directors, consultants, advisors and employees may receive stock options.  The aggregate number of shares of common stock originally authorized under the plan was 5,000,000.  Since adoption of the Plan an additional 900,000 shares were authorized for issuance pursuant to the Plan's "evergreen share reserve increase" provision.  The purpose of the Plan is to assist us in attracting and retaining selected individuals to serve as directors, officers, consultants, advisors, and employees of Pacific Copper who contribute to our success, and to achieve long-term objectives that will inure to the benefit of all shareholders through the additional incentive inherent in the ownership of our common stock.  Options granted under the plan will be either "incentive stock options", intended to qualify as such under the provisions of section 422 of the Internal Revenue Code of 1986, as from time to time amended (the "Code") or "unqualified stock options".  For the purposes of the Plan, the term "subsidiary" shall mean "Subsidiary Corporation," as such term is defined in section 424(f) of the Code, and "affiliate" shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The Plan is administered by the Board of Directors.

On June 22, 2007, Pacific Copper filed a registration statement on Form S-8 with the SEC pursuant to which it registered 5,000,000 shares of common stock for issuance upon exercise of options granted pursuant to the Plan.

The table set forth below presents information relating to our Plan as of October 31, 2010:

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The Company executed a consulting agreement effective February 8, 2010, whereby the Company authorized the issuance of 300,000 restricted common shares at a deemed price of $0.10 per share to the consultant as compensation for investor relation services. The Company relied on an exemption from the registration requirements of the U.S. Securities Act pursuant to Regulation S and Section 4(2) thereof.

We did not purchase any of our shares of common stock or other securities during the year ended October 31, 2010.

The following discussion of our financial condition, changes in financial condition and results of operations for the years ended October 31, 2010 and 2009 should be read in conjunction with our most recent audited consolidated financial statements for the years ended October 31, 2010 and 2009, which are included in this annual report, and the related notes to the financial statements. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under "Risk Factors" and elsewhere in this annual report.

Pacific Copper has no source of revenue and we continue to operate at a loss.  We expect our operating losses to continue for so long as we remain in an exploration stage and perhaps thereafter.  As at October 31, 2010, we had accumulated net losses of $18,196,428 since our inception.  Our ability to emerge from the exploration stage and conduct mining operations is dependent, in large part, upon successful exploration results on our properties and our raising additional equity financing.

Included in operating expenses for the year ended October 31, 2010 is project expenses of $414,745 as compared with $986,105 for the year ended October 31, 2009.  Project expense represents approximately 48.0% of the total operating expense for the twelve month period ended October 31, 2010 and approximately 33.2% of the total operating expense for the twelve month period ended October 31, 2009. This includes expenses related to mineral claim fees, equipment rentals, contract labor, field wages drilling, project consulting and other project related expenses. The reduction in expenditure is primarily due to funding needs.

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The following table summarizes our Company's cash flows and cash in hand for the twelve month period:

As at October 31, 2010 our Company had working capital deficit of $3,080,074.  During the twelve-month period ended October 31, 2010 our Company raised $28,264 from advances from non-related parties.

The total assets for the twelve-month period ended October 31, 2010, include cash and cash equivalents for $5,569, deferred financing costs of $1,711, and advances to related parties for $15,000, mining claims of $900, and plant and equipment of $76,197.  For the year ended October 31, 2009, total assets include cash and cash equivalents of $9,349, prepaid expenses and other receivables of $5,782, deferred financing costs of $4,023, advances to related parties of $36,000, mining claims of $900 and plant and equipment of $108,894.  The current assets reduced significantly from $55,154 on October 31, 2009 to $22,280 on October 31, 2010.  The reduction in current assets is primarily due to cash outflow from operating activities of $16,711 during the twelve month period ended October 31, 2010.

Advances to a related party include a net receivable of $15,000, after providing a reserve for doubtful receivable for $110,165, advanced interest free against demand promissory notes to our Company related through common directors and management.  The advance was used to cover common business expenses between the two Companies. Our Company opted to create a reserve for $110,165 as a matter of prudence and caution due to the current unfavorable and challenging general economic conditions. Our Company received $15,000 subsequent to the year end. This receivable was created primarily due to funds being sent to an exploration contractor who was providing services to both companies.

Our net cash used in operating activities during 2010 was $31,131 compared to $437,976 for the same period during 2009.

Our net cash provided by financing activities during 2010 was $28,264 compared to $335,000 for the same period in 2009.

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On April 19, 2007 our Company executed an agreement dated as of April 11, 2007 with Harold Gardner, a director of our Company, on behalf of a corporation to be formed in Chile which, prior to closing, would then own certain mineral claims located in Chile.  On January 8, 2008, Pacific Copper acquired Pacific LTDA pursuant to a Share Exchange Agreement entered into as of April 11, 2007 between our Company and the former partners of Pacific LTDA.  The 6,088,452 shares of our Company's common stock issued in connection with the closing of this transaction are held in escrow subject to the satisfaction of certain post-closing conditions.

On August 9, 2007 our Company and Andrew A. Brodkey executed an employment agreement pursuant to which our Company retained Mr. Brodkey as President and Chief Executive Officer.  The Employment Agreement had an initial two-year term that commenced on August 1, 2007 and continued through August 1, 2009.  Under the terms of the Employment Agreement, the term was automatically renewed on August 1, 2009, for another two years.  Mr. Brodkey's base salary is $132,000 per year.  Upon certain events of termination Mr. Brodkey would be entitled to a maximum of one year's salary as a severance payment.  Under the employment agreement, Mr. Brodkey is permitted to pursue other business opportunities.

On August 22, 2007 our Company entered into an agreement with Kriyah Consultants LLC ("Kriyah") for the performance of certain administrative and management services.   The Kriyah Agreement has an initial term of two years and is then automatically renewable.  Either party may terminate the Kriyah Agreement upon 60 days prior written notice.  Under the Kriyah Agreement, Kriyah received an initial payment of $57,504 and will receive payments of $4000 each month thereafter.  Commencing in January of 2009, this amount was reduced to $2,500 per month, and as of March, 2009, reflecting market conditions, to $250 per month.  In order to facilitate the retaining of Kriyah, our Company guaranteed a lease agreement for the office space used by Kriyah in Tucson, Arizona.  Our Company's maximum obligation under the lease guarantee, as of October 31, 2009, is $212,774 in the event of a lease default with full acceleration of rent. The lease which was executed by War Eagle Mining Corporation, a Canadian corporation which at the time of execution was related to our Company through common directors, ("War Eagle") as Lessee, is now in default and Kriyah subsequently moved its office location. The War Eagle lease is also guaranteed by Zoro Mining Corp. (a related Company).  Kriyah's Manager, Andrew A. Brodkey, is also the President and CEO of our Company. The potential liability as a result of this default is not determinable at this time. Expense, if any, will be recorded in the period in which any liability becomes known.

On September 1, 2007, our Company entered into a Payroll Service Agreement with Kriyah to administer payroll and health insurance benefits to Andrew A. Brodkey, President and CEO of our Company, as contemplated in his Employment Agreement with our Company dated August 1, 2007 ("Employment Agreement").  Our Company shall reimburse Kriyah monthly for all direct costs for wages, covered by the Employment Agreement and health benefits provided by Kriyah and invoiced to our Company for Mr. Brodkey.

On January 24, 2008, our Company, through its subsidiary Pacific LTDA entered into an exclusive exploration, mining and exploitation agreement (the "Guanaca Lease") for the La Guanaca oxide copper project located northeast of the town of Inca de Oro, Chanaral Province, Atacama Region 3, Chile. This property, which consists of approximately 300 hectares of exploration concessions, is road-accessible and was previously explored in the mid-1990's through geophysical methods, sampling and drilling by Empresa Nacional de Mineria ("ENAMI") a Chilean nationally-owned mining enterprise.  The Guanaca Lease is for a term of 5 years and is renewable automatically for additional 5-year periods.  The owners of the La Guanaca property will receive US$2,000 per month in cash as lease payment during the term of the agreement.

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On February 12, 2008, our Company's subsidiary, Pacific LTDA, entered into an Operator Agreement (the "Chile Operator Agreement") with Gareste Limitada, a limited liability partnership organized under the laws of Chile ("Gareste").  Pursuant to the Chile Operator Agreement Gareste will prepare and submit proposed annual work programs and accompanying budgets to Pacific LTDA covering the exploration and, if warranted, development of certain mineral concessions held by Pacific LTDA.  Gareste will provide comprehensive management services and contract for transportation, labor, insurance and logistical services for all approved programs.  Gareste's overhead reimbursement and compensation will be specified in each proposed budget and subject to approval by Pacific LTDA.  The Chile Operator Agreement is terminable by either party upon 90-days' prior notice.  Harold Gardner, a member of our Company's board of directors, is a partner in Gareste.

On February 12, 2008 our Company's subsidiary, Peru SRL entered into an Operator Agreement (the "Peru Operator Agreement") with Inversiones Mineras Stiles, a limited liability partnership organized under the laws of Peru ("Stiles").  Pursuant to the Peru Operator Agreement Stiles will prepare and submit proposed annual work programs and accompanying budgets to Peru SRL covering the exploration and, if warranted, development of certain mineral concessions held by Peru SRL.  Stiles will provide comprehensive management services and contract for transportation, labor, insurance and logistical services for all approved programs.  Stiles' overhead reimbursement and compensation will be specified in each proposed budget and subject to approval by Peru SRL.

Our Company,  through Pacific LTDA, also executed a letter of intent with Gareste to acquire its interest in the "Yerbas Buenas" oxide copper property located 130 km southeast of the city of Copiapo, Atacama Region III, Chile.  Yerbas Buenas is located roughly 20 km from the El Corral property.  The letter of intent contemplates that Gareste will receive 2 million shares of our Company at closing in exchange for its interest at Yerbas Buenas, and a 2% NSR royalty, capped at $6 million, 1% of which can be repurchased for the sum of $2 million at any time prior to commercial production As of the date of this report, our Company and Gareste have postponed performance under this letter of intent due to the current copper market conditions and general economic decline worldwide.

Our Company, through its Chilean subsidiary Pacific Copper Chile Limitada, entered into a mineral property acquisition agreement ("MPAA") with Gareste to purchase the San Enrique property located in Atacama Region III, Chile and comprising 100 hectares. Gareste is the private Chilean limited liability partnership in which one of our Company's directors, Harold Gardner, is a 50% owner and co-managing partner. In consideration Pacific Copper was to issue 7 million shares of its capital stock and grant a 2% Net Smelter Return (NSR) royalty to Gareste, capped at US$6 million, one half (1/2) of which can be repurchased by Pacific Copper or its subsidiary at any time prior to commencement of any commercial production by making a payment of US$2 million to Gareste. On February 22, 2010, our Company, its subsidiary Pacific Copper Chile Ltda. ("Pacific LTDA")  and Gareste amended (the "Amendment") the MPAA.   Under the terms of the Amendment, Gareste agreed to include in the purchase additional mineral exploration concessions adjacent to San Enrique, comprising 160 hectares, and applications for another 2,000 hectares of adjacent concessions that overstake current concessions with senior rights in third-parties. The parties also extended the Closing Date of the MPAA to June 30, 2010 and granted and extended to Gareste a specific right of rescission ("Rescission Right") of the transaction, which after closing, and if exercised, would have obligated our Company and Pacific LTDA to convey the mineral titles back to Gareste if our Company does not raise and add to its treasury the net sum of US$1.6 million dollars within six (6) months of the Effective Date of the Amendment, or if US$1 million is not expended by Pacific Copper Chile and our Company on the Property and related project overhead within eighteen (18) months of the Effective Date.

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The share portion of the consideration payable by our Company to the vendor, under the MPAA and the Amendment, amounting to 7 million shares of our Company, was to be placed in escrow pending the satisfaction of closing conditions and the further satisfaction of the conditions that would otherwise give rise to the Rescission Right. In the case that the Rescission Right is exercised, Gareste is obligated to release from escrow and return any share consideration received for this transaction back to our Company. The other terms of the MPAA remain unchanged. The parties failed to close the purchase of San Enrique under the terms of the amended MPAA by June 30, 2010, and the agreement has therefore lapsed and has expired.

On January 20, 2010, our Company executed an engagement agreement with an agent to whom our Company agreed to pay a non-refundable work fee of $25,000 for a term of 6 months, plus a cash advance against expenses of $3,500. The agent will endeavor to obtain up to $2.1 million in funding for our Company, on terms and conditions acceptable to our Company. Our Company will compensate the agent with a commission of 9% of the total amount of the financing and issue warrants equal to 10% of the total number of shares issued by our Company under the financing, with amounts advanced for the work fee to be adjusted against any commissions earned. As of the date of this report the agreement has lapsed and expired.

We have no off-balance sheet arrangements.

The preparation of financial statements in accordance with US GAAP requires us to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements, the reported amount of revenues and expenses during the reporting period and related disclosure of contingent assets and liabilities.  On an ongoing basis, we evaluate our estimates and judgments.  To the extent actual results differ from those estimates, our future results of operations may be affected.  Besides this critical accounting policy on use of estimates, we believe the following critical accounting policy affects the preparation of our financial statements.

Our Company is an exploration stage mining company and has not yet realized any revenue from its operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. Our Company assesses the carrying costs for impairment under Accounting Standards 930 Extractive Activities - Mining (AS 930) at each fiscal quarter end. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

To date, mineral property exploration costs have been expensed as incurred. As of the date of these financial statements, our Company has incurred only property payments and exploration costs which have been expensed. To date our Company has not established any proven or probable reserves on its mineral properties.

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In January 2010, the FASB issued an amendment to ASC 820, "Fair Value Measurements and Disclosures", to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which our Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.

In February 2010, the FASB issued ASU No. 2010-09 "Subsequent Events (ASC Topic 855) "Amendments to Certain Recognition and Disclosure Requirements" ("ASU No. 2010-09"). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption of this standard did not have an impact on our Company's financial statements.

In September 2009, FASB amended ASC 605, as summarized in ASU 2009-13, Revenue Recognition: Multiple-Deliverable Revenue Arrangements. As summarized in ASU 2009-13, ASC Topic 605 has been amended: (1) to provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and the consideration allocated; (2) to require an entity to allocate revenue in an arrangement using estimated selling prices of deliverables if a vendor does not have VSOE or third-party evidence of selling price; and (3) to eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method. The accounting changes in ASU 2009-13 are both effective for fiscal years beginning on or after June 15, 2010, with early adoption permitted. Adoption may either be on a prospective basis or by retrospective application. Our Company is currently evaluating the potential impact that the adoption of this statement will have on its financial position and results from operations and will adopt the provision of this statement in fiscal 2011.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Our audited consolidated financial statements as of October 31, 2010 and 2009 and for the each of the two years in the period ended October 31, 2010, and the related notes to the financial statements, are filed as part of this annual report beginning on page F-1 below, and are incorporated by reference in this Item 8.

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None.

The Company's management, with the participation of the principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the Company, respectively, have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective.

Based on an evaluation as of the date of the end of the period covered by this Form 10-K, our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the design and operation of our disclosure controls and procedures, as required by Exchange Act Rule 13a-l5(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms.

The management of Pacific Copper Corp. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that:

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce this risk.

In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Inherent in small business is the pervasive problem of segregation of duties. Given that the Company has a small accounting department, segregation of duties cannot be completely accomplished at this time. Management has added compensating controls to effectively reduce and minimize the risk of a material misstatement in the Company's annual or interim financial statements.

Based on its assessment, management concluded that, as of October 31, 2010, the Company's internal control over financial reporting is effective based on those criteria.

This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the company to provide only management's report.

Not applicable.

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The following is a description of the business background of the directors, director nominees and executive officers of our Company:

Andrew Brodkey - Mr. Brodkey has been the President, Chief Executive Officer and the Chairman of the Board of our company since August 9, 2007. Mr. Brodkey is a mining engineer and a lawyer. He graduated with distinction with a B.S. in Mining Engineering from the University of Arizona in 1979. Mr. Brodkey earned a law degree, cum laude, from Creighton University in 1982. He worked at the Denver, Colorado law firm of Gorsuch, Kirgis, Campbell, Walker and Grover as an associate specializing in natural resources and environmental law from 1982 until 1987. Subsequently, Mr. Brodkey joined Magma Copper Company, a NYSE-traded mining company in 1987, where he held various positions, eventually succeeding to the role of Vice President and General Counsel in 1992. Following Magma's acquisition by BHP in 1996, he remained in a senior legal position with BHP Copper Inc., and in 2000 moved to the position of Vice President, Business Development for BHP Copper. Following his departure from BHP in 2002, Mr. Brodkey held the position of Managing Director of the International Mining & Metals Group of CB Richard Ellis, Inc ("CBRE"), where he was responsible for creating and building the mining property practice of CBRE.

Harold Gardner- Mr. Gardner has been the Vice President Business Development and a Director of our company since August 9, 2007. Mr. Gardner has been involved in the private mining sector for the past 26 years and has extensive experience in exploration of precious and base metal properties, as well as industrial mineral properties in Latin America. Mr. Gardner has served as a consultant, officer, and director of 17 different mining companies and private investment funds, and currently sits on the board of four companies in Mexico, Peru, and Chile.

Dr. David Hackman - Dr. Hackman has been the Vice President Exploration and a Director or our company since August 9, 2007. Dr. Hackman is a geologist and a registered profession engineer with over 35 years international experience specializing in the evaluation of leachable metal deposits. He has worked as a geologist for Mobil Oil Company and ALCOA. From 1990 to 1995, he was the president, of Liximin, Inc., a mineral exploration and mine development company based in Tucson, Arizona. From 1996 to 2000, he was an officer and director of Silver Eagle Resources Ltd. Currently; he is also an officer and director of War Eagle Mining Company, Inc., a mineral exploration and development company.

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Rakesh Malhotra - Mr. Malhotra has been the Chief Financial Officer of our company since May 21, 2007. Mr. Malhotra is a United States certified public accountant (CPA) and a Canadian chartered accountant (CA) with considerable finance and accounting experience.  Mr. Malhotra graduated with a Bachelor of Commerce (Honours) from the University of Delhi (India) and worked for a large accounting firm A.F Ferguson & Co. (Indian correspondent for KPMG) and obtained his CA designation in India.  Having practiced as an accountant for over 10 years in New Delhi, he moved to the Middle East and worked for 5 years with the highly successful International Bahwan Group of Companies in a senior finance position.  He worked as a Chartered Accountant with a mid-sized Chartered Accounting firm in Toronto doing audits of Public Companies and has since been a consultant to many public companies.  Mr. Malhotra has more than 20 years of experience in accounting and finance.  

Jodi Henderson - Ms. Henderson has been the Corporate Secretary of our company July 2007. Ms. Henderson is currently the Director of Operations for Kriyah Consultants, LLC an administration company that manages publicly held mining exploration companies.  Prior to her September 2007 appointment to Kriyah she managed the administration and marketing for the International Mining & Metals Group of CB Richard Ellis, Inc.  After she received her degree in Applied Mathematics from the Indiana State University she gained 10 years of board, administration and finance management experience which included a tenure as a Director for the Tucson Museum of Art from 2002 to 2005.  

All of our directors hold office until the next annual general meeting of the shareholders or until their successors are elected and qualified. Our officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.

There are no significant employees other than our executive officers.

There are currently no family relationships between any of the members of our board of directors or our executive officers.

Except as disclosed in this annual report, during the past ten years none of the following events have occurred with respect to any of our directors or executive officers:

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(individually a "Named Executive Officer" and collectively the "Named Executive Officers") are set out in the summary compensation table below.

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The following table provides certain information concerning equity awards held by the named executive officers as of October 31, 2010.

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The following table sets forth information as of February 9, 2011 regarding the beneficial ownership of our common stock by:

• each person who is known by us to beneficially own more than 5% of our shares of common stock; and
• each named executive officer, each director and all of our directors and executive officers as a group.

The number of shares beneficially owned and the percentage of shares beneficially owned are based on 49,861,600 shares of common stock outstanding as of February 9, 2011.

For the purposes of the information provided below, shares that may be issued upon the exercise or conversion of options, warrants and other rights to acquire shares of our common stock that are exercisable or convertible within 60 days following February 9, 2011, are deemed to be outstanding and beneficially owned by the holder for the purpose of computing the number of shares and percentage ownership of that holder, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

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The following table sets forth, as of February 9, 2011, certain information regarding beneficial ownership of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock.

Notes

(1)   Applicable percentage of ownership is based on 49,861,600 shares of common stock outstanding as of February 9, 2011 together with securities exercisable or convertible into shares of common stock within 60 days of February 9, 2011, for each stockholder. Beneficial ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of February 9, 2011, are deemed to be beneficially owned by the person holding such options for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

(2)   The shares held by Gareste Limitada are also included in the disclosure regarding shares held by Harold Gardner in the table above.

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Except as disclosed below, during our last two fiscal years and to the date hereof, we have not engaged in any transactions, or have any currently proposed transactions, involving related persons in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at our year end for our last two completed fiscal years.

The following transactions were undertaken in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

The following transactions were undertaken in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

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The Board of Directors has as of the date of this report, three members, of which no member is independent.  

We appointed Schwartz Levitsky Feldman, LLP. to serve as our independent auditors for the years ended October 31, 2010 and October 31, 2009. We have not retained the services of any other independent auditors. Schwartz Levitsky Feldman, LLP performed the services listed below and was paid the fees listed below for the fiscal years ended October 31, 2010 and October 31, 2009:

Audit Fees. Consists of fees billed for professional services rendered for the audit of our financial statements and review of interim consolidated financial statements included in quarterly reports and services that are normally provided by the principal accountants in connection with statutory and regulatory filings or engagements.

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Audit Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under "Audit Fees".

Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice and tax planning.  These services include preparation of federal and state income tax returns.

All Other Fees.  Consists of fees for product and services other than the services reported above.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before an independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

• approved by our audit committee; or
• entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

Our audit committee consists of our entire board of directors, and has assumed responsibility for the pre-approval of audit and permitted non-audit services to be performed by our Company's independent auditor. The audit committee will, on an annual basis, consider and, if appropriate, approve the provision of audit and non-audit services by Schwartz Levitsky Feldman, LLP. Thereafter, the audit committee will, as necessary, consider and, if appropriate, approve the provision of additional audit and non-audit services by Schwartz Levitsky Feldman, LLP which are not encompassed by the audit committee's annual pre-approval and are not prohibited by law. The audit committee has delegated to the chair of the audit committee the authority to pre-approve, on a case-by-case basis, non-audit services to be performed by Schwartz Levitsky Feldman, LLP.

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(1) Incorporated by reference from our Registration Statement of Form SB-2 filed with the SEC on January 31, 2007.
(2) Incorporated by reference from our Current Report on Form 8-K filed with the SEC on April 25, 2007.
(3) Incorporated by reference from our Current Report on Form 8-K filed with the SEC on July 27, 2007.
(4) Incorporated by reference from our Registration Statement on Form SB-2 filed with the SEC on August 3, 2007.
(5) Incorporated by reference from our Current Report on Form 8-K filed with the SEC on August 24, 2007.
(6) Incorporated by reference from our Current Report on Form 8-K filed with the SEC on December 18, 2007.
(7) Incorporated by reference from our Current Report on Form 8-K filed with the SEC on January 10, 2008.
(8) Incorporated by reference from our Annual Report on Form 10-KSB filed with the SEC on January 25, 2008.
(9) Incorporated by reference from our Current Report on Form 8-K filed with the SEC on February 14, 2008.
(10) Incorporated by reference from our Quarterly Report on Form 10-Q filed with the SEC on March 17, 2009.
(11) Incorporated by reference from our Quarterly Report on Form 10-Q filed with the SEC on June 15, 2009.
(12) Incorporated by reference from our Current Report on Form 8-K filed with the SEC on March 1, 2010.

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F-1

PACIFIC COPPER CORP.
(AN EXPLORATION STAGE MINING COMPANY)
Consolidated Balance Sheets as at
October 31, 2010 and 2009
(Amounts expressed in US Dollars)

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

F-2

PACIFIC COPPER CORP.
(AN EXPLORATION STAGE MINING COMPANY)
Consolidated Statements of Operations
Years Ended October 31, 2010 and 2009 and the Period from Inception (May 18, 1999) to October 31, 2010
(Amounts expressed in US Dollars)

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

F-3