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EX-32.2 - EXHIBIT 32.2 - Chile Mining Technologies Inc.exhibit32-2.htm
EX-31.1 - EXHIBIT 31.1 - Chile Mining Technologies Inc.exhibit31-1.htm
EX-32.1 - EXHIBIT 32.1 - Chile Mining Technologies Inc.exhibit32-1.htm
EX-31.2 - EXHIBIT 31.2 - Chile Mining Technologies Inc.exhibit31-2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: December 31, 2010

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to _____________

Commission File No. 333-168187

CHILE MINING TECHNOLOGIES INC.
(Name of Small Business Issuer in Its Charter)

Nevada 26-1516355
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)  

Jorge Canning 1410 Ñuñoa, Santiago Republic of Chile
(Address of principal executive offices)

(56) (02) 813 1087
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. Yes [X] No [ ]

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 (§ 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.

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)  

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

The number of shares outstanding of each of the issuer’s classes of common equity, as of February 18, 2011 is as follows:

Class of Securities Shares Outstanding
Common Stock, $0.001 par value 9,364,593


TABLE OF CONTENTS

PART I FINANCIAL INFORMATION  
     
ITEM 1. FINANCIAL STATEMENTS. 1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 24
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 35
ITEM 4. CONTROLS AND PROCEDURES. 36
     
PART II OTHER INFORMATION  
     
ITEM 1. LEGAL PROCEEDINGS. 36
ITEM 1A. RISK FACTORS. 36
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 36
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. 37
ITEM 4. (REMOVED AND RESERVED). 37
ITEM 5. OTHER INFORMATION. 37
ITEM 6. EXHIBITS. 37

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

CHILE MINING TECHNOLOGIES INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2010 AND 2009

  Page
   
Interim Consolidated Financial Statements  
Interim Consolidated Balance Sheets as at December 31, 2010 and March 31, 2010 1
Interim Consolidated Statement of Operations, deficit and comprehensive loss for the three and nine months ended December 31, 2010 and December 31, 2009  2
Interim Consolidated Statement of Cash flows for the nine months ended December 31, 2010 and December 31, 2009 3
Condensed Consolidated Notes to financial statements 4-21

CHILE MINING TECHNOLOGIES, INC.
(Formerly Latin America Ventures, Inc)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010

(Amounts expressed in US Dollars)

(Unaudited)


Index




CHILE MINING TECHNOLOGIES, INC.
(Formerly Latin America Ventures, Inc.)
INTERIM CONSOLIDATED BALANCE SHEETS AS AT
(Amounts expressed in U.S. Dollars)

    December 31,     March 31,  
    2010     2010  
          (Audited)  
ASSETS            
             
Current            
           Cash and cash equivalent   759,021     -  
           Other receivables (Note 14) $  521,539   $  70,263  
           Materials contained in leach pad (Note 13)   132,725     -  
           Goods in transit   -     22,850  
    1,413,285     93,113  
DEFERRED COSTS (Note 15)   32,051        
DEFERRED FINANCING COSTS (Note 8 (b))   235,782     -  
PROPERTY PLANT AND EQUIPMENT (Note 3)   6,806,800     3,188,944  
             
  $  8,487,918   $  3,282,057  
             
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY            
             
Current liabilities            
           Accounts payable and accrued liabilities $  580,834   $  1,134,345  
           Obligation under capital leases   414,723     -  
           Promissory notes   -     85,967  
           Due to related party (Note 5)   1,010,593     607,873  
           Convertible Promissory Note (Note 8 (c))   190,000     -  
             
    2,196,150     1,828,185  
             
PROMISSORY NOTES (Note 4)   1,151,434     1,765,338  
LONG TERM -OBLIGATION UNDER CAPITAL LEASES   575,267        
DERIVATIVE FINANCIAL INSTRUMENTS (Note 8 (a))   2,925,460     -  
             
    6,848,311     3,593,523  
             
REDEEMABLE COMMON STOCK (Note 8 (b))   3,128,605     -  
Stockholders’ deficiency            
           Capital stock (note 6)   9,365     7,200  
           Contributed surplus (Note 4)   2,271,893     1,400,943  
           Deficit   (4,595,865 )   (1,842,036 )
           Accumulated other comprehensive gain   825,609     115,397  
             
    (1,488,998 )   (311,466 )
             
Total liabilities and stockholders’ deficiency $  8,487,918   $  3,282,057  

Commitments (Note 9)

Related Party Transactions (Note 12)

The accompanying notes are an integral part of these interim financial statements.
1



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
INTERIM CONSOLIDATED STATEMENT OF OPERATIONS, DEFICIT AND
COMPREHENSIVE LOSS
(Amounts expressed in U.S. Dollars)

    For the three months ended     For the nine months ended  
    December 31,     December 31,  
                         
                         
    2010     2009     2010     2009  
                         
                         
Net sales   31,486     144,846     96,170     144,846  
                         
Cost of sales   129,137     179,846     395,927     179,846  
                         
Gross profit (loss)   (97,651 )   (34,650 )   (299,757 )   (34,650 )
Operating expenses:                        
Impairment of mining rights (Note 7)   30,465     -     37,385     26,227  
Salaries and wages   117,155     9,080     320,860     45,977  
General and administrative   183,418     28,091     768,365     241,529  
Professional fees   83,860     -     611,189     -  
    414,898     37,171     1,737,799     313,733  
                         
                         
Operating loss before the undernoted   (512,549 )   (71,821 )   (2,037,556 )   (348,383 )
Other expense-interest (Note 8 (b))   (27,275 )       (54,550 )    
                         
Other expense-Derivative Financial Instrument   (426,039 )         (415,367 )      
                         
Imputed Interest expense (Note 4)   (86,385 )   -     (246,356 )      
                         
Net Loss for the period   (1,052,248 )   (71,821 )   (2,753,829 )   (348,383 )
Foreign exchange translation adjustment for the period (note 11)   98,673     (30,343 )   710,212     80,985  
                         
                         
Comprehensive loss for the period   (953,575 )   (102,164 )   (2,043,617 )   (267,398 )
                         
Accumulated other comprehensive gain (loss),                        
                         
beginning of period   726,936     111,328     115,397     (33,871 )
                         
Foreign exchange translation adjustment for the period   98,673     (30,343 )   710,212     80,985  
Accumulated other comprehensive gain (loss), end of period   825,609     80,985     825,609     47,114  
Weighted average number of common shares outstanding   9,364,593     6,000,000     8,681,645     6,000,000  
Loss per share – basic and diluted   (0.11 )   (0.01 )   (0.32 )   (0.06 )

The accompanying notes are an integral part of these interim financial statements.
2



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
(Amounts expressed in U.S. Dollars)

    For the nine months ended  
    December 31,  
             
    2010     2009  
             
Cash Flows from Operating Activities:            
           Net loss $  (2,753,829 ) $  (348,383 )
           Impairment of mining rights   37,385     26,227  
           Amortization   257,748     -  
           Imputed Interest expense   246,356     -  
       Issue of convertible promissory note for professional fees   190,000     -  
           Warrant derivative liabilities expensed   62,176     -  
           Amortization of deferred finance costs   54,550     -  
           Fair value adjustments related to warrants   415,367     -  
Changes in non-cash working capital:            
           Increase in other receivables   (442,801 )   (40,732 )
           Increase in materials contained in leach pad   (132,725 )   -  
           Decrease in goods in transit   22,850        
           Increase (Decrease) in accounts payable and accrued liabilities   (690,332 )   289,032  
             
Net Cash provided (used) by Operating Activities   (2,733,255 )   (73,856 )
             
Cash Flows from Investing Activities:            
             
           Acquisition of mining rights   (37,385 )   (26,227 )
           Increase in property plant and equipment   (3,480,448 )   (1,359,609 )
             
Net Cash used by Investing Activities   (3,517,833 )   (1,385,836 )
             
Cash Flows from Financing Activities:            
           Proceeds (Repayment) of promissory notes   (47,222 )   2,349,228  
           Due from related party   329,400     (889,936 )
           Capital lease financing obligation   989,990     -  
           Proceeds from redeemable common stock, net   5,286,190     -  
             
Net Cash Provided By Financing Activities   6,558,358     1,459,292  
             
Effects of foreign currency exchange rate changes   451,751     (500 )
             
Net Increase in Cash   759,021     -  
             
Cash and cash equivalent at beginning of the year   -     -  
             
Cash and cash equivalent at end of the year $  759,021   $  -  
             
Supplemental information:            
Income tax paid   Nil     Nil  
Interest paid   Nil     Nil  

The accompanying notes are an integral part of these interim financial statements.
3



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
(Amounts expressed in U.S. Dollars)

1.   NATURE OF OPERATIONS

      Basis of Presentation

The accompanying unaudited condensed consolidated financial statements do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles; however, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for a fair statement of the results for the interim periods.

The condensed consolidated financial statements should be read in conjunction with the financial statements and Notes thereto together with management’s discussion and analysis of financial condition and results of operations contained in the Company’s annual report on Form S-1. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments of a normal recurring nature considered necessary to fairly state the financial position of the Company at December 31, 2010 and December 31, 2009, the results of its operations for the three and nine month periods ended December 31, 2010 and December 31, 2009, and its cash flows for the three and nine month periods ended December 31, 2010 and December 31, 2009. In addition, some of the Company’s statements may be considered forward-looking and involve risks and uncertainties that could significantly impact expected results. The results of operations for the three and nine month period ended December 31, 2010 are not necessarily indicative of results to be expected for the full year.

The interim consolidated financial statements include the accounts of Chile Mining Technologies, Inc. (the “Company” or “Chile Mining” ), and its subsidiary Minera Licancabur S.A. (“Minera”) (99.99% owned by the Company). All material inter-company accounts and transactions have been eliminated.

Organization

On May 12, 2010, Chile Mining Technologies, Inc (Formerly Latin America Ventures, Inc) entered into and closed a share exchange agreement, or the Share Exchange Agreement, with Minera, a Chilean company, and its shareholders, pursuant to which the Company acquired 99.9% of the issued and outstanding capital stock of Minera in exchange for 6,000,000 shares of common stock, par value $0.001, which constituted 83.33% of the Company’s issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement and after giving effect to the Cancellation Agreement described below.

4



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
(Amounts expressed in U.S. Dollars)

1. NATURE OF OPERATIONS-Cont’d

The Company’s Chief Executive Officer (“CEO”), who is also one of the former shareholders of Minera, retained one share of Minera, constituting 0.1% of Minera’s issued and outstanding capital stock. The acquisition of Minera was structured to allow the CEO to retain one share of Minera in order to comply with Chilean legal requirements to have at least two record owners of its capital stock. Upon the closing of the Share Exchange Agreement, the CEO entered into a nominee agreement with us pursuant to which he agreed to act as the record holder of such share, but agreed that all other rights to the share, including the right to receive distributions on the share, vote the share and be the beneficial owner of the share, rest in the Company.

As a condition precedent to the consummation of the Share Exchange Agreement, on May 12, 2010, the Company also entered into a cancellation agreement, or the Cancellation Agreement, with Halter Financial Investments, LP, or HFI, and Mr. Pierre Galoppi, the controlling stockholders, whereby HFI and Mr. Galoppi agreed to the cancellation of an aggregate of 3,600,500 shares of common stock owned by them.

Private Placement Transaction

On May 12, 2010, the Company also completed a private placement transaction with a group of accredited investors. Pursuant to a securities purchase agreement that was entered into with the investors and Minera, or the Securities Purchase Agreement, the Company issued to the investors an aggregate of 2,089,593 shares of common stock for an aggregate purchase price of $5,809,000, or $2.78 per share, and warrants, or the Closing Warrants, to purchase up to 1,044,803 shares of our common stock. The Closing Warrants have a term of four years, bear an exercise price of $3.61 per share (subject to customary adjustments), are exercisable on a net exercise or cashless basis and are exercisable by investors at any time after the closing date.

Pursuant to the Securities Purchase Agreement, the Company also agreed to certain “make good” provisions. Under the “make good” provisions, the Company issued additional warrants, or the Make Good Warrants, to the investors to purchase up to an aggregate of 2,089,593 shares of its common stock, at an exercise price of $0.01 per share, which will only become exercisable if the company does not meet certain financial performance targets in 2011 and 2012. The “make good” provisions established minimum net income thresholds of $14,382,102 and $15,179,687 for the 2011 and 2012 fiscal years, respectively. If, in a given fiscal year, 90% of the applicable minimum net income threshold is not met, such aggregate number of Make Good Warrants will become exercisable equal to the amount by which the Company’s actual net income is less than the applicable financial target, divided by the financial target, and multiplied by 2,338,130.

5



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
(Amounts expressed in U.S. Dollars)

1. NATURE OF OPERATIONS-Cont’d

In connection with the private placement, the Company also entered into (i) a registration rights agreement, or the Registration Rights Agreement, pursuant to which the Company is obligated to register the shares of common stock issued to investors, including the shares of common stock underlying the warrants, within a pre-defined period and (ii) a closing escrow agreement, or the Closing Escrow Agreement, with Halter Financial Securities, Inc., or HFS, as placement agent, and Securities Transfer Corporation, as escrow agent, for deposit of funds by the investors.

The company also entered into lock-up agreements with each of our directors and officers, or the Lock-Up Agreements, pursuant to which each of them agreed not to transfer any shares of capital stock held directly or indirectly by them for a one year period following the effective date of a registration statement covering the shares issued in connection with the private placement.

Convertible Promissory Note and Make Good Warrant

Halter Financial Group, L.P., or HFG, provided certain advisory services to the Company in connection with the acquisition of Minera and the private placement transaction described above. Pursuant to an advisory agreement that Minera entered into with HFG on April 16, 2009, HFG agreed to (a) advise Minera with regard to its desire to effect a combination transaction with a U.S. domiciled public shell corporation, (b) help Minera identify suitable investment bank(s) to act as placement agent for its contemplated private placement transactions and (c) counsel management on matters related to the operating a U.S. domiciled public company. Under the terms of the advisory agreement, HFG was entitled to receive a cash payment of $450,000 at the closing of the reverse acquisition of Minera. In lieu of such cash payment, HFG agreed to accept a cash payment of $260,000 and a promissory note issued by the Company in the principal amount of $190,000 that accrues simple annual interest at a rate of 3%, or the HFG Note. The HFG Note is due and payable on the sooner of the closing of our next equity financing (including the receipt of additional funds by the Company from any subsequent closing of the May 12 private placement) or the 180th day following the date of its issuance. In addition, at any time that the HFG Note remains outstanding, it may be converted at HFG’s option into shares of our common stock at a conversion price of $2.78. At the closing, HFG was also issued a “Make Good” warrant, to purchase up to 985,104 shares of our common stock, or the HFG Make Good Warrant. The terms of the HFG Make Good Warrant are identical to the terms of the Make Good Warrants issued to the investors in the private placement.

6



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
(Amounts expressed in U.S. Dollars)

2. COMPLETION OF ACQUISITION

On May 12, 2010, Chile Mining Technologies, Inc (The “Company”) completed an acquisition of Minera pursuant to the Share Exchange Agreement. The acquisition was accounted for as a recapitalization effected by a share exchange, wherein Minera is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.

3. PROPERTY PLANT AND EQUIPMENT

    12/31/2010     3/31/2010  
          Accumulated              
    Cost     Amortization     Net     Net  
         
Santa Filomena Plant   2,339,184     -     2,339,184     255,814  
Ana Maria Plant and equipment   4,623,193     343,329     4,279,864     2,933,130  
Machinery under construction   175,935     -     175,935     -  
Arica leasehold improvement   11,817     -     11,817        
                         
    7,150,129     343,329     6,806,800     3,188,944  

4. PROMISSORY NOTES

Promissory notes from related parties payable were unsecured and consisted of the following:  
          December 31,     March 31,  
Company   Interest Rate     2010     2010  
                   
Ivan Vergara   Nil   $  198,165     232,097  
Jorge Pizarro   Nil     63,215     268,074  
Geominco EIRL   Nil     890,054     1,265,167  
                   
Total Long Term       $  1,151,434     1,765,338  

7



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
(Amounts expressed in U.S. Dollars)

All long term liabilities are valued at fair market value at inception. These long term loans do not bear interest and had a maturity date of March 31, 2013. The Company recognized a discount on the face value of the loans at inception to adjust the carrying value to the fair value. Fair value was calculated by using the net present value of the loans, at an assumed interest rate of 18%. The amount of the discount, being $1,404,458 ($nil in 2009) was recorded in “Contributed surplus” on the accompanying balance sheet.

The discounts are being amortized over the lives of the promissory notes using the effective interest method, with interest expense being recorded as an expense in the related period. The Company recognized interest expense to amortize discounts on promissory notes to related parties for the nine month period ended December 31, 2010 in the amount of $246,356 ($nil in 2009).

During the quarter ended June 30, 2010, the promissory note holders forgave $853,575 in debt. The transaction was accounted for as a capital transaction with related parties and the company credited ‘Contributed surplus’ with $853,575.

In addition, the Company credited contributed surplus with $13,835 (refer to Note 8 (c)) and an additional $25 on recapitalization of reverse merger, being the excess over par value of the shares issued and outstanding.

5. DUE TO/FROM RELATED PARTY

As of December 31, 2010, the Company owes Geominco E.I.R.L. $977,913. This advance is unsecured non-interest bearing and due on demand.

8



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
(Amounts expressed in U.S. Dollars)

6. CAPITAL STOCK

Authorized

          Preferred Stock; $0.001 par value
          10,000,000 shares authorized

          Common Stock: $0.001 par value
          100,000,000 shares authorized

Issued

           Preferred Stock: None issued and outstanding

          Common Stock:

    Number of           Contributed        
    Shares     Amount     Surplus     Deficit  
          $     $     $  
Minera common shares   1,000     10,715     1,404,458     (1,842,036 )
Shares issued for Reverse Takeover   6,000,000     6,000     -     -  
Cancellation of common stock of Chile Mining   (3,600,500 )   (3,600 )   -     -  
Adjustment to account for recapitalization   4,799,500     (5,915 )   25     -  
Convertible notes premium   -    

-

    13,835     -  
Issuance of stock against private placement   2,089,593     2,090     -     -  
Forgiveness of debt by related parties   -     -     853,575     -  
Issuance of stock for credit facility AIBC   75,000     75     -     -  
Net loss for period     -   -     -     (2,753,829 )
Share capital as of December 31, 2010   9,364,593     9,365     2,271,893     (4,595,865 )

On May 12, 2010, Chile Mining Technologies, Inc (Formerly Latin America Ventures, Inc) entered into and closed a share exchange agreement, or the Share Exchange Agreement, with Minera, a Chilean company, and its shareholders, pursuant to which the Company acquired 99.9% of the issued and outstanding capital stock of Minera in exchange for 6,000,000 shares of common stock, par value $0.001, which constituted 83.33% of the Company’s issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement and after giving effect to the Cancellation Agreement described below.

9



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
(Amounts expressed in U.S. Dollars)

6. CAPITAL STOCK-Cont’d

As a condition precedent to the consummation of the Share Exchange Agreement, on May 12, 2010, the Company also entered into a cancellation agreement, or the Cancellation Agreement, with Halter Financial Investments, LP, or HFI, and Mr. Pierre Galoppi, the controlling stockholders, whereby HFI and Mr. Galoppi agreed to the cancellation of an aggregate of 3,600,500 shares of common stock owned by them.

On May 12, 2010, the Company also completed a private placement transaction with a group of accredited investors. Pursuant to a securities purchase agreement that was entered into with the investors and Minera, or the Securities Purchase Agreement, the Company issued to the investors an aggregate of 2,089,593 shares of common stock for an aggregate purchase price of $5,809,000, or $2.78 per share, and warrants, or the Closing Warrants, to purchase up to 1,044,803 shares of our common stock. The Closing Warrants have a term of four years, bear an exercise price of $3.61 per share (subject to customary adjustments), are exercisable on a net exercise or cashless basis and are exercisable by investors at any time after the closing date (refer note 8).

10



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
(Amounts expressed in U.S. Dollars)

7. IMPAIRMENT OF MINING RIGHTS

The Company has expensed mining rights, since the Company currently has no formal plan to exploit these mineral rights.

8(a) DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments, as defined in FASB Accounting Standards Codification (“ASC”) 815-10-15-83 Derivatives and Hedging, consist of financial instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets.

The Company generally does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has entered into certain other financial instruments and contracts, such as our secured convertible debenture and warrant financing arrangements that are either (i) not afforded equity classification or (ii) embody risks not clearly and closely related to host contracts. As required by ASC 815, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

The following table summarizes the components of the derivative liabilities as of December 31, 2010 and inception of the instruments:

    December 31,     Inception  
   May 2010 Private Placement:   2010     May 12, 2010  
           Investor warrants $  1,274,660   $  1,519,144  
           Broker warrants   229,436     273,442  
           Credit facility warrants   439,200     523,440  
           Make Good warrants   667,487     131,891  
 Acquisition advisory fees:            
           Make Good warrants   314,677     62,176  
Total derivative liabilities $  2,925,460   $  2,510,093  

11



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
(Amounts expressed in U.S. Dollars)

8(a) DERIVATIVE FINANCIAL INSTRUMENTS –Cont’d

The following table summarizes the common shares indexed to the derivative instruments as of December 31, 2010 and inception of the instruments: :

    December 31,     Inception  
   May 2010 Private Placement:   2010     May 12, 2010  
           Investor warrants   1,044,803     1,044,803  
           Broker warrants   188,062     188,062  
           Credit facility warrants   360,000     360,000  
           Make Good warrants   257,717     47,597  
 Acquisition advisory fees:            
           Make Good warrants   314,677     22,438  
Total derivative liabilities   2,165,259     1,662,900  

Since the number of common shares indexed to the Make Good warrants is dependent on the number of warrants that will vest based on the achievement of certain performance conditions, as discussed below, the number of shares of common stock indexed to the warrants was determined using probability-weighted outcomes based on management’s best estimate of the probability of achievement of the performance conditions in 2011 and 2012.

8 (b). MAY 2010 PRIVATE PLACEMENT

On May 12, 2010, the Company commenced a private placement of (i) 2,089,593 shares of common stock for an aggregate purchase price of $5,809,000, or $2.78 per share, (ii) Closing warrants to purchase up to 1,044,803 shares of our common stock, and (iii) Make Good warrants to purchase up to an aggregate of 2,089,593 shares of our common stock (the “May 2010 Private Placement). In connection with the May 2010 Private Placement, the company entered into a Registration Rights Agreement related to the common stock and warrants that requires the Company to, among other things, file a Registration Statement within 65 days from the closing of the May 2010 Private Placement and achieve effectiveness as soon as possible , but in no event later than the 180th day following the Final Closing Date or the 5th trading day following the date on which the Company is notified that the initial Registration Statement will not be reviewed or is no longer subject to review and comments. The Registration Rights Agreement does not provide for an alternative or contain a penalty in the event the Company is unable to fulfill its requirements. As a result of the registration rights obligation to file within a specified period, which is presumed not to be within the Company’s control, we are required to classify the common stock outside of stockholders’ equity as redeemable common stock.

12



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
(Amounts expressed in U.S. Dollars)

8 (b). MAY 2010 PRIVATE PLACEMENT-Cont’d

The Closing warrants included in the May 2010 Private Placement are indexed to 1,044,803 shares of the Company’s common stock and may be exercised until the fourth anniversary of their issuance at an exercise price of $3.61 per share. Pursuant to the Securities Purchase Agreement, the Company has also agreed to issue Make Good warrants to investors to purchase up to an aggregate amount of 2,089,593 shares of our common stock at an exercise price of $0.01 per share which will only become exercisable if we do not meet certain financial performance targets in 2011 and 2012. The “make good” provisions established minimum net income thresholds of $14,382,102 and $15,179,687 for the 2011 and 2012 fiscal years, respectively. If, in a given fiscal year 90% of the applicable minimum net income threshold is not met, such aggregate number of Make Good warrants will become exercisable equal to the amount by which our actual net income is less than the applicable financial target, divided by the financial target, and multiplied by 2,089,593. The Closing and Make Good warrants were evaluated under the guidance of ASC 480, Distinguishing Liabilities and Equity for purposes of their classification. Due to the Make Good warrants contingent exercise provisions, they did not meet the definition of “indexed to a Company’s own stock” and were required to be classified as liabilities and measured at inception and an ongoing basis at fair value. The Closing warrants met the definition of “indexed to a Company’s own stock”; however, they did not meet eight conditions for equity classification provided in ASC 815-40 because they have firm registration rights with no economic alternative to registration. We are required to assume that cash settlement would be the only alternative to non-filing and effectiveness under the standards. Accordingly, the Closing warrants required liability classification at inception and on an ongoing basis at fair value until the registration rights are fulfilled. Fair value of the warrants was measured using the Black-Scholes-Merton valuation technique and in applying this technique we were required to develop certain subjective assumptions which are listed in more detail below.

The total basis in the financing was allocated first to derivative instruments, required to be classified as liabilities with the remaining basis being allocated to the common stock.

13



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
(Amounts expressed in U.S. Dollars)

8 (b). MAY 2010 PRIVATE PLACEMENT-Cont’d

The following table illustrates the initial allocation:

          Financing        
    Proceeds     cost     Final  
    allocation     allocation     Allocation  
Gross proceeds $  5,809,000   $  --   $  5,809,000  
Financing costs paid in cash   --     (522,810 )   (522,810 )
  $  5,809,000   $  (522,810 ) $  5,286,190  
                   
Derivative liabilities:                  
   Closing warrants:                  
           Investor warrants $  (1,519,144 )       $  (1,519,144 )
           Broker warrants         (273,442 )   (273,442 )
           Credit facility warrants         (523,440 )   (523,440 )
   Make Good warrants   (131,891 )         (131,891 )
Total derivative liabilities $  1,651,035 )   (796,882 ) $  (2,447,917 )
                   
                   
Redeemable common stock $  (4,157,965 ) $  --   $  (4,157,965 )
Financing costs paid in cash         407,792     407,792  
Financing costs paid with warrants       621,568     621,568  
   Total redeemable common                  
stock $  (4,157,965 ) $  1,029,360   $  (3,128,605 )
                   
Deferred finance costs $  --   $  290,332   $  290,332  

The Company amortized deferred finance cost by $27,275 during the quarter ended December 31, 2010. Deferred finance costs outstanding as of December 31, 2010 is $ 235,782

The direct financing costs are allocated to the financial instruments (redeemable common stock and warrants), based upon their relative fair values. Amounts related to the warrants are recorded as deferred finance costs and amortized through charges to interest expense over the term of the arrangement using the effective interest method while amounts related to the common stock directly offset the carrying value of the redeemable common stock.

14



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
(Amounts expressed in U.S. Dollars)

8 (c) CONVERTIBLE PROMISSORY NOTE AND MAKE GOOD WARRANT

Halter Financial Group, L.P., or HFG, provided certain advisory services to the Company in connection with the acquisition of Minera and the private placement transaction described above. Pursuant to an advisory agreement that Minera entered into with HFG on April 16, 2009, HFG agreed to (a) advise Minera with regard to its desire to effect a combination transaction with a U.S. domiciled public shell corporation, (b) help Minera identify suitable investment bank(s) to act as placement agent for its contemplated private placement transactions and (c) counsel management on matters related to the operating a U.S. domiciled public company. Under the terms of the advisory agreement, HFG was entitled to receive a cash payment of $450,000 at the closing of the reverse acquisition of Minera. In lieu of such cash payment, HFG agreed to accept a cash payment of $260,000 and a promissory note issued by us in the principal amount of $190,000 that accrues simple annual interest at a rate of 3% (the “HFG Note”). The HFG Note is due and payable on the sooner of the closing of our next equity financing (including the receipt of additional funds by the Company from any subsequent closing of the May 12 private placement) or the 180th day following the date of its issuance. In addition, at any time that the HFG Note remains outstanding, it may be converted at HFG’s option into shares of our common stock at a conversion price of $2.78.

The Company has evaluated the terms and conditions of the Convertible Promissory Note under the guidance of ASC 815, Derivatives and Hedging. The embedded conversion feature (“ECF”) is an equity-linked feature that is not clearly and closely related to the risks of the host debt instrument. However, current accounting standards afforded an exemption to bifurcation of the ECF because it is both indexed to the Company’s own stock and otherwise met the definition of Conventional Convertible based upon the fixed conversion price.

At the closing, HFG was also issued a “make good” warrant, to purchase up to 985,104 shares of our common stock, (the “HFG Make Good Warrant”). The terms of the HFG Make Good Warrant are identical to the terms of the Make Good Warrants issued to the investors in the private placement and accordingly, they did not meet the definition of “indexed to a Company’s own stock” and were required to be classified as liabilities and measured at inception and an ongoing basis at fair value. The fair value of the Make Good Warrants was determined using the Black-Scholes-Merton valuation technique over the term to contractual expiration. In applying this technique we were required to develop certain subjective assumptions which are listed in more detail below.

15



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
(Amounts expressed in U.S. Dollars)

8 (c) CONVERTIBLE PROMISSORY NOTE AND MAKE GOOD WARRANT-Cont’d

The fair value of the Convertible Promissory Note was estimated based upon the present value of its future cash flows, using credit risk adjusted rates, as enhanced by the fair value of the ECF. Since the Company does not have an established credit rating, the credit risk adjusted yield of 15.51% was determined by reference to comparable instruments in public markets and industry-specific risk. The fair value of the ECF was determined using the Monte Carlo Simulation (“MCS”). MCS is an option-based model that embodies assumptions that would likely be considered by market participants who trade the financial instrument. In addition to more traditional assumptions, such as stock price, trading volatilities and risk-free rates, MCS assumptions include credit risk, interest risk and redemption considerations. Significant assumptions included in the MSC valuation technique were as follows:

    Assumption  
Linked common shares   68,345  
Stock price $ 2.78  
Expected life (years)   4.00  
Volatility (based on peers)   58.24%- 63.55%  
Risk adjusted yield   15.51%- 16.94%  
Risk adjusted interest rate   1.52%- 1.65%  

16



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
(Amounts expressed in U.S. Dollars)

8 (c) CONVERTIBLE PROMISSORY NOTE AND MAKE GOOD WARRANT-Cont’d

The advisory fee expense was determined based upon the fair value of the Convertible Promissory Note and the Make Good warrants issued to the HFG. In accordance with APB 14, the premium on the Convertible Promissory Note, representing the difference between the fair value and the face value of the note, was recorded to paid in capital.

The following table illustrates the initial allocation:

    Initial  
    Allocation  
Convertible Promissory Note $  190,000  
Make Good warrants   62,176  
Paid in capital   13,835  
Total $  266,011  

Fair value Disclosures:

ASC 820, Fair value Measurements and Disclosures, provides requirements for disclosure of liabilities that are measured at fair value on a recurring basis in periods subsequent to the initial recognition. Financial instruments arising from the May 2010 Private Placement that are measured at fair value on a recurring basis are (i) the investor warrants, (ii) the broker warrants, (iii) the credit facility warrants and (iii) Make Good warrants, respectively.

The warrants were valued using the Black-Scholes-Merton technique, and the Company estimated (i) the expected term as equal to the remaining term on the warrant, (ii) the volatility, based upon a reasonable peer group, (iii) the risk free rate as the published rate for zero coupon government securities with terms consistent with the expected term.

Information and significant assumptions embodied in our warrant valuations (including ranges for certain assumptions) as of December 31, 2010 are illustrated in the following tables:

      Make
  Fair value Closing Good
  hierarchy Warrants warrants
Warrants to purchase common stock:
 Stock price (1) (2) $2.60 $2.60
 Strike price n/a $3.61 $0.01
 Volatility (2) (2) 80.54% 80.54%
 Term (years) (3) (3) 3.36 3.36
 Risk-free rate (2) (2) 1.02% 1.02%
 Dividends n/a -- --

17



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
(Amounts expressed in U.S. Dollars)

8 (c) CONVERTIBLE PROMISSORY NOTE AND MAKE GOOD WARRANT-Cont’d

(1)

Level 1 inputs are quoted prices in active markets for identical assets and liabilities, or derived there from. We used our trading market price as of December 31, 2010 as input into the model which is a Level 1 input.

   
(2)

Level 2 inputs are inputs other than quoted prices that are observable. We use the current published yields for zero-coupon US Treasury Securities, with terms nearest the remaining term of the warrants for our risk free rate. We did not have a historical trading history sufficient to develop an internal volatility rate for use in the Black-Scholes-Merton model. As a result, we have used a peer approach wherein the historical trading volatilities of certain companies with similar characteristics as ours and who had a sufficient trading history were used as an estimate of our volatility. In developing this model, no one company was weighted more heavily.

   
(3)

Level 3 inputs are unobservable inputs. Inputs for which any parts are level 3 inputs are classified as level 3 in their entirety. The remaining term used equals the remaining contractual term as our best estimate of the expected term. The probability-weighted outcomes of achieving the performance conditions are also a Level 3 input.

The following tables summarize the effects on our income (loss) associated with changes in the fair values of our derivative financial instruments for the three months ended December 31, 2010:

    Three months  
May 2010 Private Placement:   ended  
    December 31,  
    2010  
       Investor warrants $  20,896  
       Broker warrants   3,761  
       Credit facility warrants   7,200  
       Make Good warrants   (311,191 )
Acquisition advisory fees:      
       Make Good warrants   (146,705 )
                                                                                                                                                                                  $ (426,039 )

18



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
(Amounts expressed in U.S. Dollars)

8 (c) CONVERTIBLE PROMISSORY NOTE AND MAKE GOOD WARRANT-Cont’d

The following represents a reconciliation of the changes in our derivatives and the related changes in fair value on a recurring basis using significant unobservable inputs (Level 3) during the quarter ended December 31, 2010:

Balances at September 30, 2010  
    2,499,421  
Issuances   --  
Conversions and cancellations   --  
Fair value adjustments (a)   426,039  
Balances at December 31, 2010 $  2,925,460  

Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high estimated volatility. Since derivative financial instruments are initially and subsequently carried at fair values, our income will reflect the volatility in these estimate and assumption changes.

19



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
(Amounts expressed in U.S. Dollars)

9. COMMITMENTS

The following is a summary of the Company’s obligation under the capital lease:

Years ending December 31,

2011 $ 414,723  
2012 $ 297,434  
2013 $ 230,455  
2014 $  47,378  
  $ 989,990  
Current Portion $ 414,723  
Long-Term Portion $ 575,267  

Ana Maria Plant

On November 20, 2008, the Company signed an option to acquire mining rights to a property located in the Choapa province in the Republic of Chile known as the “Ana Maria Plant”. The option price is Chilean Pesos 250,000,000 that approximates $540,000. Due to certain government legal processes and other required documents, there is a delay in the transfer of the property ownership. The option to acquire the mining rights expired in June 2009 but was extended until the final legal process to transfer the land to the Company is completed.

10. SEGMENT INFORMATION

As at December 31, 2010, the Company operated in one reportable segment, being the exploration for and the development of mining rights in the Republic of Chile.

11. INTERNATIONAL OPERATIONS

The financial statements of the Company’s international operations through its subsidiary in Chile are measured using local currencies as their functional currencies.

The Company translates the assets and liabilities of its non-U.S. subsidiary at the exchange rates in effect at quarter end and the results of operations at the average rate throughout the period. Gains and losses on foreign currency translations are reported as a component of other comprehensive income. Deferred taxes are not provided on cumulative translation adjustments since the Company expects future earnings of the foreign subsidiary to be indefinitely reinvested. The Company recorded a translation gain of $710,212 in its equity section of the Balance sheet under accumulated other comprehensive gain.

20



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
(Amounts expressed in U.S. Dollars)

12. RELATED PARTY TRANSACTIONS

During the quarter ended December 31, 2010, the Company paid salaries of $10,186 ($nil in 2009) to parties that are related to the shareholder of the Company.

During the quarter ended June 30, 2010, related promissory note holders forgave $852,225 in debt.

The transactions are 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 under common control (See also Note 4)

13. MATERIALS CONTAINED IN LEACH PAD

The quantity of material in ore on the leach pad is based on surveyed volumes of mined and purchased material. Sampling and assaying determine the estimated amount of copper contained in material delivered to the leach pad. As at December 31, 2010 the amount of copper contained in material delivered to the leach pad is at a level of 1%.Expected copper recovery rates are determined using small-scale laboratory tests, historical trends and other known factors, including mineralogy of the ore and rock type. The ultimate recovery of copper contained in leach stockpiles can vary from a very low percentage to over 90 percent depending on several variables, including type of processing, metallurgical processes and mineralogy. As at December 31, 2010 the current ultimate recovery copper has been estimated at 80%

14. OTHER RECEIVABLES

Other receivables as at December 31, 2010 includes value added taxes (“VAT”) for $434,307 (March 31, 2010: $70,263) as applicable to the laws in Chile, which the Company will apply for refund from the Government of Chile.

15. DEFERRED COSTS

In November 2010, the Company signed a ten year lease for operating two properties in Arica, Republic of Chile. The Company is obligated to pay a total monthly rent of $32,051 (Chilean 15 million Pesos) which will be adjusted and offset with future royalty payments. The Royalty established will be equivalent to ten percent of the net value of the ore to be extracted and sold, metallic or nonmetallic, taking as reference the rates established by ENAMI monthly. However, the Company, at its full cost, may install a plant to process the ore extracted. The royalty will be paid monthly, starting in month thirteen counted from the signing of the contract. All direct and indirect expenses related to the program of exploration, conceptual study and feasibility study will be at the total and exclusive charge of the Company and not adjustable with the rent or royalty.

21



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
(Amounts expressed in U.S. Dollars)

16. FAIR VALUE OF FINANCIAL INSTRUMENTS AND RISK FACTORS

The fair value of a financial instrument is the estimated amount that the Company would receive or pay to settle the financial assets and financial liabilities as at the reporting date. The book value of other receivables, accounts payable and accrued liabilities, and due to related party approximate fair values at the balance sheet dates.

The fair value of the long-term debt has been estimated by discounting future cash flows at a rate offered for debt of similar maturities and credit quality.

All of our cash and cash equivalents, are classified within Level I of the fair value hierarchy because they are valued using quoted market prices, market prices for similar securities, or alternative pricing sources with reasonable levels of price transparency. We do not have any Level II instruments, or instruments valued based on other observable inputs.

          12/31/2010           3/31/2010  
Assets/Liabilities   Carrying value     Fair value     Carrying value     Fair value  
                         
Cash and cash equivalent   734,689     734,689     -     -  
Other receivables   504,674     504,674     70,263     70,263  
Accounts payable and                        
accrued liabilities   549,509     549,509     1,134,345     1,134,345  
Promissory notes   -     -     85,967     85,967  
Due to related party   977,913     977,913     607,873     607,873  
Promissory notes (non current)   1,151,434     1,151,434     1,765,338     1,765,338  

Interest rate risk

The company’s exposure to interest rate fluctuations is not significant.

Credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of amounts receivable. The Company is not exposed to material losses on its accounts receivable and future revenues.

Commodity price risk

The ability of the Company to develop its properties and the future profitability of the Company is directly related to the market price of certain minerals. The Company does not currently use derivative financial instruments to reduce its exposure to commodity price risk.

Liquidity risk

The Company’s exposure to liquidity risk is dependent on the collection of amounts receivable and the ability to raise funds to meet purchase commitments and to sustain

22



CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010
(Amounts expressed in U.S. Dollars)

16. FAIR VALUE OF FINANCIAL INSTRUMENTS AND RISK FACTORS

Liquidity risk

The Company’s exposure to liquidity risk is dependent on the collection of amounts receivable and the ability to raise funds to meet purchase commitments and to sustain operations. The company controls its liquidity risk by managing working capital and cash flows.

Foreign currency risk

The Company is exposed to foreign currency risk as substantially all of the Company’s cash is denominated in Chilean Pesos. This risk is partially mitigated by the fact that a significant portion of the costs associated with the mining claims and deferred exploration expenditures are incurred in Chilean Pesos.

23


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Special Note Regarding Forward Looking Statements

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; uncertainties related to conducting business in Chile, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties..

Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

Use of Certain Defined Terms

Except as otherwise indicated by the context, references in this report to:

  • the “Company,” “we,” “us,” or “our,” are to the combined business of CMT and its 99.9% owned subsidiary, Minera, but do not include the stockholders of CMT;
  • “CMT” are to Chile Mining Technologies Inc., a Nevada corporation;
  • “Minera” are to Sociedad Minera Licancabur, S.A., a Chilean company;
  • “Chile” and “Chilean” are to the Republic of Chile;
  • “Peso” are to the Chilean peso, the legal currency of Chile;
  • “U.S. dollar,” “$” and “US$” are to the legal currency of the United States;
  • “MT” are to metric tons
  • “SEC” are to the Securities and Exchange Commission;
  • “Securities Act” are to the Securities Act of 1933, as amended, and “Exchange Act” are to the Securities Exchange Act of 1934, as amended;
  • “Exploration” means the process of locating commercially viable concentrations of minerals to mine; and
  • “Exploitation” means the act of extracting a mineral resource from source material.

Throughout this report, we have converted Peso to USD as follows:

24



December 31, 2009
Balance sheet
Statement of income and comprehensive income

Overview of Our Business

We are a mineral extraction company based in the Republic of Chile, with copper as our “pay metal.” Our founders, Messrs. Jorge Osvaldo Orellana Orellana and Jorge Fernando Pizarro Arriagada, have refined the electrowin process in a way that permits the electrowin process to be used at a relatively small mine and/or tailings sites. Electrowinning is a process in which positive and negative electrodes are placed in an acidic solution containing copper ions, and an electric current passed through the solution causes the copper to be deposited on the negative electrodes so that it can be collected.

We have obtained rights to conduct our mineral extraction operations at 7 different sites, and are in negotiations to obtain rights to one additional site, in and around the Coquimbo region, which is located in north-central Chile, approximately 400 kilometers north of Santiago. While these sites each have their own mineral deposits, we will procure the majority (approximately 88%) of our source material from non-traditional sources, including tailings, ore, or a combination thereof, by purchasing rights to such source material at smaller sites, where it is not economical for larger open-pit mining companies to operate, due largely to the transportation costs associated with moving source materials to fixed processing sites.

By utilizing Minimum Intrusion Non-traditional Input, or MINI, plants, we are able to build scalable, less expensive plants closer to source material deposits, thereby resulting in significant processing savings. In addition, since smaller sites generally require higher copper prices, due to transportation costs, to operate profitably, these deposits can currently be purchased at a discount. By utilizing this strategy, we are able to reduce costs and operate profitably with smaller deposits. We estimate that the MINI plant technology will allow us to break even at copper prices as low as US$1.00 per pound or US$2,205 per metric ton. As of December 31, 2010, copper was trading at $9,379 per metric ton on the London Metals Exchange, or LME.

Operations are currently underway at our Ana Maria plant. Following capacity upgrades in May 2010, the present annual capacity of the Ana Maria plant is approximately 2,225 metric tons. We have also begun preparatory work at some of the additional sites we have under our control, in anticipation of the construction of additional MINI plants over the next 18 to 24 months.

In addition, we have acquired exclusive rights to the ore in the Arica province in the northern-most region of Chile. Until 2009, this region was closed off from copper productions due to restrictions put in place by the Chilean military authorities. While we have not conducted copper reserve studies in this area, third-party testing and sampling data indicates the presence of significant quantities of copper ore.  In order to capitalize on this opportunity, we plan to conduct open-pit mining in the area and construct a new MINI plant to process the ore.

Acquisition of Minera and Private Placement

On May 12, 2010, we completed a reverse acquisition transaction through a share exchange with Minera and its shareholders whereby we acquired 99.9% of the issued and outstanding capital stock of Minera in exchange for 6,000,000 shares of our common stock, par value $0.001, which constituted 83.33% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the reverse acquisition. As a result of the reverse acquisition, Minera became our subsidiary and the former shareholders of Minera became our controlling stockholders. For accounting purposes, the share exchange transaction with Minera was treated as a reverse acquisition, with Minera as the acquirer and CMT as the acquired party.

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On May 12, 2010, we also completed a private placement in which we issued and sold to certain accredited investors an aggregate of 2,089,593 shares of our common stock for an aggregate purchase price of $5,809,000, or $2.78 per share, and warrants to purchase up to 1,044,803 shares of our common stock. The warrants have a term of four years, bear an exercise price of $3.61 per share (subject to customary adjustments for stock splits, stock combinations, reclassifications and similar events), are exercisable on a net exercise or cashless basis and are exercisable by investors at any time after the closing date. As a result of this private placement, we raised approximately $5.8 million in gross proceeds, which left us with approximately $4.5 million in net proceeds after the deduction of offering expenses in the amount of approximately $1.3 million.

On May 6, 2010, Minera entered into a letter agreement that outlines the proposed terms of a standby facility of credit with AIBC International Corp.(SR), or AIBC. Under the letter agreement we may, subject to the satisfaction of certain conditions, from time to time upon 90 days notice, request an advance from AIBC up to an aggregate of $3.0 million. Any amounts borrowed under the facility will accrue interest at a rate of 12.5% per annum, and must be re-paid within six months from the date of the drawdown. In connection with the execution of the letter agreement, we issued to AIBC 75,000 shares of our common stock a one-year warrant to purchase up to 360,000 shares of our common stock, at an exercise price of $2.78 per share. In addition, we will pay to AIBC additional compensation upon the drawdown of any portion of the $3.0 million, which compensation will be equal to (i) 8% for the first $1.0 million, (ii) 12% for the second $1.0 million and 18% for the third $1.0 million. If we draw down all $3.0 million of the facility, we would receive net proceeds of $2.62 million and pay aggregate compensation to AIBC of $380,000.

Results of Operations

Comparison of the Three-Month Periods Ended December 31, 2010 and 2009 (Unaudited)

The following tables set forth key components of our results of operations for the periods indicated, both in dollars and as a percentage of sales revenue and key components of our revenue for the periods indicated in dollars. The financial data for the three months ended December 31, 2010 reflect the third quarter of Fiscal Year 2011, while the financial data for the same period in 2009 reflect the third quarter of Fiscal Year 2010.

    Three Months Ended        
    December 30,        
    2010     2009        
                %  
                Increase /  
    Amount     Amount     Decrease  
Net sales $  31,486   $  144,846     (78% )
                   
Cost of sales $  129,137   $  179,846     (28% )
                   
Gross profit $  (97,651 ) $  (34,650 )   (182% )
                   
Operating expenses                  
             Impairment of mining rights $  30,465   $  -     n/a  
             Salaries and wages $  117,155   $  9,080     1,190%  
             General and admin expenses $  183,418   $  28,091     553%  
             Professional fees $  83,860   $  -     n/a  
             Amortization $  -   $  -     n/a  
                   
Total operating expenses $  414,898   $  37,171     1,016%  

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Operating loss before the undernoted $  (512,549 ) $  (71,821 )   (614% )
               Other expense-interest $  (27,275 ) $  -     n/a  
               Other income (expense)-Derivative Financial Instrument $  (426,039 ) $  -     n/a  
               Imputed Interest Expense $  (86,385 ) $  -     n/a  
                   
Net Loss for the period $ (1,052,248 ) $  (71,821 )   (1,365% )
Foreign exchange translation adjustment for the period $  98,673   $  (30,343 )   425%  
                   
Comprehensive gain / loss for the year $  (953,575 ) $  (102,164 )   833%  

Net Sales

The Company had revenues of $31,486 for the three months ended December 31, 2010 as compared with revenues of $144,846 for the year ago period ending December 31, 2009. The Company ran the Ana Maria facility at lower capacities due to the increased price of minerals. The company's original business plan anticipated that third party mineral would be consigned to the company, and that the company would be required to pay for the cost of the mineral after their copper had been produced and sold. As the price of finished copper has increased to over $4 per pound, there has been increased interest in raw copper ore from a number of “higher cost” producers that can increase their production volumes by buying ore in the market from small miners. This has put the miners into a stronger negotiating position on the sales of their ore. As a result, the market now demands that any producer must purchase the ore by providing payment upon delivery of the ore. This has substantially increased the amount of working capital required to ramp the plants.

Cost of Sales

Cost of sales includes direct costs associated with the sale of the product. The Company incurred cost of sales of $129,137 for the three months ended December 31, 2010, as compared with $179,846 for the year ago same period ending December 31, 2009. The decrease in cost of sales was due to the lower production of copper in the three months ended December 31, 2010.

Gross Profit (Loss)

Gross profit is equal to the difference between our revenue and the cost of revenue. In the three months ended December 31, 2010, gross profit was ($97,651) compared with ($34,650) for the three months ended December 31, 2009. The decrease in gross profit was due to the lower production of copper in the three months ended December 31, 2010.

Operating Expenses

Our operating expenses primarily consist of salaries and wages, general and administrative expenses and professional fees.

Salaries and Wages

For the three months ended December 31, 2010, salaries and wages were $117,155. As the Company has grown and commenced material operations, it has added employees and hired a management team. For the three months ended December 31, 2009, we incurred $9,080 in salaries and wages as we had not yet hired a full management team and added employees.

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General and Administrative Expenses

General and administrative expenses consist primarily of building maintenance and repairs, energy costs and general expenses. We expect most components of our general and administrative expenses will increase as our business grows and as we incur increased costs as a public company. General and administrative expenses for the three months ended December 31, 2010 were $183,418 as compared with $28,091 for the same period in 2009. We had only begun extraction operations as of the three months ended December 31, 2009 and as a result incurred fewer general and administrative expenses at such time.

Professional Fees

Professional fees consist of legal fees, accounting fees and other fees associated with our private placement transaction and operating as a public company. For the three months ended December 31, 2010, professional fees were $83,860. We incurred no professional fees during the same period last year. The increase is due to our becoming a public company in May 2010.

Other Expenses

Other expense – interest

Interest expense for the three months ended December 31, 2010 was $27,275 which is the amortization of deferred finance costs (refer to note 8(b) to the financial statements). During the three months ended December 31, 2009, no interest expense was recorded because the Company had not raised funds and not incurred finance costs.

Other income-Derivative Financial Instrument

Other income related to the derivative financial instrument for the three months ended December 31, 2010 was $426,039. This was to record the fair value adjustments relating to warrants issued and outstanding as of December 31, 2010. During the three months ended December 31, 2009, no other income related to the derivative financial instrument was recorded because the Company did not have any derivative instruments in its financial statements.

Imputed Interest Expense

Interest expense relating to initial recognition of long term non-interest bearing loans to related parties for the three months ended December 31, 2010 was $86,385. This relates to the valuation of promissory notes valued at fair market value at inception. These long term promissory loans do not bear interest and had a maturity date of March 31, 2013. The Company recognized a discount on the face value of the loans at inception to adjust the carrying value to the fair value. The discounts are being amortized over the lives of the promissory notes using the effective interest method, with interest expense being recorded as an expense in the related period

Net Loss

Net loss increased to ($1,052,248) for the three months ended December 31, 2010 from a net loss of ($71,821) for the same period last year, mainly as a result of the reasons as stated above.

Comparison of the Nine Months Ended December 31, 2010 and 2009

The following tables set forth key components of our results of operations for the periods indicated, both in dollars and as a percentage increase/decrease over prior year numbers for the periods indicated in dollars. The financial data for the nine months ended December 31, 2010 reflect the first, second and third quarters of Fiscal Year 2011, while the financial data for the same period in 2009 reflect the first, second and third quarters of Fiscal Year 2010.

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    Nine Months Ended        
    December 31,        
    2010     2009        
                %  
                Increase /  
    Amount     Amount     Decrease  
Net sales $  96,170   $  144,846     (34% )
                   
Cost of sales $  395,927   $  179,846     120%  
                   
Gross profit $  (299,757 ) $  (34,650 )   765%  
                   
Operating expenses                  
             Impairment of mining rights $  37,385   $  26,227     43%  
             Salaries and wages $  320,860   $  45,977     598%  
             General and admin expenses $  768,365   $  241,529     218%  
             Professional fees $  611,189   $  -     n/a  
             Amortization $  -   $  -     n/a  
                   
Total operating expenses $  1,737,799   $  313,733     454%  
                   
                   
Operating loss before the undernoted $ (2,037,556 ) $  (348,383 )   485%  
               Other expense-interest $  (54,550 ) $  -     n/a  
               Other income (expense)-Derivative Financial Instrument $  (415,367 ) $  -     n/a  
               Imputed Interest Expense                  
  $  (246,356 ) $  -     n/a  
                   
Net loss for the period $ (2,753,829 ) $  (348,383 )   690%  
Foreign exchange translation adjustment for the period $  710,212   $  80,985     777%  
                   
Comprehensive loss for the year $ (2,043,617 ) $  (267,398 )   864%  

Net Sales

The Company had revenues of $96,170 for the nine months ended December 31, 2010 as compared with revenues of $144,846 for the year ago period ending December 31, 2009, a decrease of (34%) for the period. The decreased revenue for the first nine months ended December 31, 2010 was the result of several factors. First, the Ana Maria plant was taken off-line the first week of May 2010 in order to increase the capacity of this facility. As a result, the total capacity of the Ana Maria plant went from 120 MT/month to 180 MT/month, effectively increasing its capacity by 50%. We resumed operations at the plant with the additional capacity in place in August 2010.

Second, the Company ran the Ana Maria facility at lower capacities due to the increased price of minerals. The company's original business plan anticipated that third party mineral would be consigned to the company, and that the company would be required to pay for the cost of the mineral after their copper had been produced and sold. As the price of finished copper has increased to over $4 per pound, there has been increased interest in raw copper ore from many additional producers that can increase their production volumes by buying ore in the market from small miners. This has put the miners into a stronger negotiating position on the sales of their ore. As a result, the market now demands that any producer must purchase the ore by providing payment at the delivery of the ore. This has substantially increased the amount of working capital required to ramp our plants.

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Cost of Sales

Cost of sales includes direct costs associated with the sale of the product. The Company incurred cost of sales of $395,927 for the nine months ended December 31, 2010, as compared with cost of sales of $179,846 for the year ago same period ending December 31, 2009. The increased cost of sales for the nine months ended December 31, 2010 was because for the nine months ended December 31, 2009 the Company only incurred cost of sales for three months (October – December 2009).

Gross Profit (Loss)

Gross profit is equal to the difference between our revenue and the cost of revenue. In the nine months ended December 31, 2010, gross profit was ($299,757). During the nine months ended December 31, 2009, gross profit was ($34,650) for the reasons stated above.

Operating Expenses

Our operating expenses primarily consist of salaries and wages, general and administrative expenses and professional fees.

Salaries and Wages

For the nine months ended December 31, 2010, salaries and wages were $320,860 compared to $45,977 for the same period ended December 31, 2009. During the nine months ended December 31,2010, the Company has grown and commenced material operations, it has added employees and hired a management team. For the nine months ended December 31, 2009, the Company had only commenced extraction operations for the Oct-Dec quarter and had not yet hired a full management team and added employees.

General and Administrative Expenses

General and administrative expenses consist primarily of building maintenance and repairs, energy costs and general expenses. We expect most components of our general and administrative expenses will increase as our business grows and as we incur increased costs as a public company. General and administrative expenses for the nine months ended December 31, 2010 were $768,365 as compared with $241,529 for the same period in 2009. During the nine months ended December 31, 2009, the Company had only commenced extraction operations for the Oct-Dec quarter and as a result incurred significantly fewer general and administrative expenses.

Professional Fees

Professional fees consist of legal fees, accounting fees and other fees associated with our private placement transaction and operating as a public company. For the nine months ended December 31, 2010, professional fees were $611,189. We did not incur any professional fees during the nine months ended December 31, 2009. The increase is due, to undertaking the private placement transaction and becoming a public company in May 2010.

Other Expenses

Other expense – interest

Interest expense for the nine months ended December 31, 2010 was ($54,550) which is the amortization of deferred finance costs (refer to note 8(b) to the financial statements). During the nine months ended December 31, 2009, no interest expense was recorded because the Company had not raised funds and not incurred finance costs.

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Other income-Derivative Financial Instrument

Other income related to the derivative financial instrument for the nine months ended December 31, 2010 was ($415,367). This was to record the fair value adjustments relating to warrants issued and outstanding as of December 31, 2010. During the nine months ended December 31, 2009, no other income related to the derivative financial instrument was recorded because the Company did not have any derivative instruments in its financial statements.

Imputed interest expense

Interest expense relating to initial recognition of long term non-interest bearing loans to related parties for the nine months ended December 31, 2010 was ($246,356). This relates to the valuation of promissory notes valued at fair market value at inception. These long term promissory loans do not bear interest and had a maturity date of March 31, 2013. The Company recognized a discount on the face value of the loans at inception to adjust the carrying value to the fair value. The discounts are being amortized over the lives of the promissory notes using the effective interest method, with interest expense being recorded as an expense in the related period.

Net Loss

Net loss increased to ($2,753,829) for the nine months ended December 31, 2010 from a net loss of ($348,383) for the same period last year, mainly as a result of the reasons as stated above.

Liquidity and Capital Resources

As of December 31, 2010 we had cash and cash equivalents of $759,021, and working capital of ($782,865). The following table provides detailed information about our net cash flow for all financial statement periods presented in this report.

Cash Flow
(all amounts in U.S. dollars)

    Nine Months Ended  
    December 31,  
    2010     2009  
Net cash provided by (used in) operating activities $  (2,733,255 ) $  (73,856 )
Net cash provided by (used in) investing activities $  (3,517,833 ) $  (1,385,836 )
Net cash provided by (used in) financing activities $  6,558,358   $  1,459,292  
Effects of Exchange Rate Change in Cash $  451,751   $  (500 )
Net Increase in Cash and Cash Equivalents $  759,021   $  -  
Cash and Cash Equivalents, Beginning $  -   $  -  
Cash and Cash Equivalent, End $  759,021   $  -  

Operating activities

Net cash used in operating activities was ($2,733,255) for the nine months ended December 31, 2010, as compared to ($73,856) net cash used in operating activities for the same period in 2009. The increase in operating activities is mainly due to our commencement of operations in 2010, and expenses incurred to become a public company during the nine months ended December 31, 2010, as compared to commencing extracting operations only for the Oct-Dec 2009 quarter and being a private company during the nine months ended December 31, 2009.

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Investing activities

Net cash used in investing activities for the nine months ended December 31, 2010 was ($3,517,833), as compared to ($1,385,836) net cash used in investing activities for the same period in 2009. This increase is mainly the result of investing the majority of the cash received from CMT’s Private Placement transaction into acquisition of plant and equipment during the nine months ended December 31, 2010.

Financing activities

Net cash provided by financing activities for the nine months ended December 31, 2010 was $6,558,358, as compared to $1,459,292 net cash provided by financing activities for the same period in 2009.

As discussed above, on May 12, 2010, we also completed a private placement in which we issued and sold to certain accredited investors an aggregate of 2,089,593 shares of our common stock for an aggregate purchase price of $5,809,000, or $2.78 per share, and warrants to purchase up to 1,044,803 shares of our common stock. The warrants have a term of four years, bear an exercise price of $3.61 per share (subject to customary adjustments), are exercisable on a net exercise or cashless basis and are exercisable by investors at any time after the closing date. As a result of this private placement, we raised approximately $5.8 million in gross proceeds, which left us with approximately $4.5 million in net proceeds after the deduction of offering expenses in the amount of approximately $1.3 million.

As discussed above, due to the increased price of finished copper, copper mining operations are now requiring copper refining and extraction operations such as our Company to pay for the unprocessed ore upon delivery, whereas prior practice in the industry was to pay once the copper had been extracted and sold. Accordingly, in order to fully operate our MINI plant operations at maximum capacity, we will need approximately $1.0 million in upfront capital per plant in order to purchase sufficient unprocessed ore. In addition, in order to more efficiently process the tailings located at our MINI plant sites, we will need to purchase additional equipment for each of our plants, which will cost approximately $500,000 per plant. Accordingly, in order for us to operate our Ana Maria facility at capacity and commence operations at one additional MINI plant, we will need to raise approximately $2.8 million. If we are unable to raise these funds, we will be required to obtain the funds through one or more bank loans which may be on terms less favorable to the Company.

Obligations under Material Contracts

On July 1, 2008, we entered into an agreement with Contratista en Geologia, Mineria y Construccion Jorge Orellana E.I.R.L., or Geominco, a Chilean company wholly-owned by our Chief Executive Officer, Jorge Osvaldo Orellana Orellana. Pursuant to this agreement, we retained Geominco to perform certain construction, remediation and administrative services in relation to our properties located in Matancilla and Salamanca. Payment for services performed under the agreement are pursuant to monthly invoices submitted by Geominco which are payable by us within 30 days. As of March 31, 2010, we owed 318,805,176 Pesos (approximately $607,873) to Geominco under the agreement, however, all amounts payable were forgiven in connection with our reverse acquisition and private placement transactions described below.

On September 11, 2008, we issued a promissory note to Geominco in exchange for a loan of 200,000,000 Pesos (approximately $381,345). The entire amount of the loan remained outstanding as of March 31, 2010, however, on June 17, 2010 Geominco forgave 186,308,540 Pesos of the indebtedness under this loan, pursuant to a Loan Cancellation Agreement. Therefore, 13,691,460 Pesos (approximately $26,106) of this loan, which does not bear interest and matures on March 31, 2013, remains outstanding.

On December 30, 2008, we issued a second promissory note to Geominco in exchange for a loan of 100,000,000 Pesos (approximately $190,672). The promissory note does not bear interest and is payable on demand. The entire amount of the loan remained outstanding as of March 31, 2010, however all amounts payable pursuant to this loan were forgiven by Geominco on June 17, 2010, pursuant to a Loan Cancellation Agreement.

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On July 31, 2009, we issued a third promissory note to Geominco in exchange for a loan of 250,000,000 Pesos (approximately $476,681). The promissory note does not bear interest and matures on March 31, 2013. The entire amount of the loan was outstanding as of March 31, 2010 and remains outstanding.

On December 31, 2009, we issued a fourth promissory note to Geominco in exchange for a loan of 554,200,000 Pesos (approximately $1,056,708). The promissory note does not bear interest and matures on March 31, 2013. The entire amount of the loan was outstanding as of March 31, 2010 and remains outstanding.

On September 30, 2009, we issued a promissory note to Thomas Cooper in exchange for a loan of 24,766,200 Pesos (approximately $47,222). The promissory note bears interest at 18% per annum and is payable on demand. The entire amount of the loan remained outstanding as of March 31, 2010, however all amounts payable pursuant to this loan were repaid in connection with our reverse acquisition and private placement transactions disclosed below.

From time to time, Minera has borrowed funds from its shareholders, directors and officers. As of March 31, 2010, Minera had borrowed 200,000,000 Pesos (approximately $381,345) from Iván Orlando Vergara Huerta, a shareholder, 231,000,000 Pesos (approximately $440,453) from Jorge Fernando Pizarro Arriagada, a shareholder, and 6,320,000 Pesos (approximately $12,050) from Alain Orellana Sejas, its Chief Operating Officer. The loan from Alain Orellana Sejas was repaid in connection with our reverse acquisition and private placement transactions described above. In addition, on June 17, 2010, Mr. Jorge Fernando Pizarro Arriagada forgave 126,420,030 Pesos (approximately $241,048) of the indebtedness under his loan and Mr. Iván Orlando Vergara Huerta forgave 34,229,250 Pesos (approximately $65,266) of the indebtedness under his loan, pursuant to separate Loan Cancellation Agreements. Accordingly, as of September 30, 2010, the outstanding face values of the loans to Mr. Iván Orlando Vergara Huerta and Mr. Jorge Fernando Pizarro, which do not bear interest and mature on March 31, 2013, were approximately US $316,079 and $199,405, respectively. [Update for December 31]

Inflation

Inflation does not materially affect our business or the results of our operations.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.

Seasonality

The price of copper on the LME fluctuates during the year, with prices tending to be stronger in the April to September period, and weaker in the October to March period, subject to global supply and demand.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates, and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:

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  • Exploration Costs and Mineral Property Right Acquisitions. The Company is 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. The Company assesses the carrying costs for impairment under Accounting Standards 930 Extractive Activities – Mining (AS 930) at each fiscal quarter end. 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.

  • Foreign Currency Translation. The Company uses the “Current rate method” to translate its financial statements from Chilean Pesos into U.S. Dollars. The assets and liabilities of the Company, except for the capital, are translated into U.S. Dollars using the rate of exchange prevailing at the balance sheet date. The capital is translated at the historical rate. Adjustments resulting from the translation of the balance sheets of the company into U.S. Dollars are recorded in stockholders' equity as part of accumulated comprehensive income. The statement of operations is translated at average rates during the reporting period. Gains or losses resulting from transactions in currencies other than the functional currencies are reflected in the statement of operations for the reporting periods. The statement of income and expenses are translated at average rates during the reporting period, with the exception of issue of share and payment of dividends which are translated at the historical rates. Due to the use of different rates for translation, the figures in the statement of changes in cash flows may not agree with the differences between the year end balances as shown in the balance sheets.

  • Machinery and Equipment. Machinery and equipment is recorded at cost and is stated net of accumulated depreciation. Gains or losses on disposals are reflected as gain or loss in the year of disposal. The costs of improvements that extend the life of equipment are capitalized. These capitalized costs may include structural improvements, equipment, and fixtures. All ordinary repair and maintenance costs are expensed as incurred. Machinery and equipment are depreciated at rates sufficient to write off their cost over their estimated useful lives on a straight-line basis. The estimated useful lives of the assets are as follows: Property, Plant and Equipment -10 years. Additions during the year are amortized on half year rule.

  • Revenue Recognition. Copper sales prices are provisionally set on a specified future date based upon market commodity prices. Revenue is recognized at the time of delivery when risk of loss passes to the customer, and collectability is reasonably assured. CMT typically receives final payment the day following delivery of copper cathodes, which minimizes pricing differences. However, revenue is provisionally measured using forward market prices on the expected date that final selling prices will be fixed. Variations occur between the price recorded on the date of revenue recognition and the actual final price due to changes in market copper prices, which result in the existence of an embedded derivative in the accounts receivable. This embedded derivative is recorded at fair value each period until final settlement occurs, with changes in fair value classified as provisional price adjustments and included as a component of revenue. There were no provisional price adjustments during the period ended December 31, 2010.

  • Comprehensive income. The Company has chosen to report comprehensive income in the statements of changes in stockholders’ deficiency. Comprehensive income comprised net income and all changes to stockholders' deficiency except those due to investments by owners and distributions to owners.

  • Assets Retirement Obligation. The Company discloses its financial accounting and reporting obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. This standard applies to legal obligations associated with the retirement of long- lived assets that result from the acquisition, construction, development and normal use of the asset. The fair value of a liability for an asset retirement obligation should be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. As at December 31, 2010, there are no assets retirement obligations.

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  • Income Taxes. The Company recognizes a liability or asset for deferred tax consequences of all temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years when the reported amounts of the assets and liabilities are recovered or settled. Deferred tax items mainly relate to net operating loss carry forwards and accrued expenses. These deferred tax assets or liabilities are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reviewed periodically for recoverability, and valuation allowances are provided when it is more likely than not that some or all of the deferred tax assets may not be realized.

  • Impairment and Disposal of Long-Lived Assets. The carrying values of long-lived assets are reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. For assets that are to be held and used, an impairment loss is recognized when the estimated undiscounted future cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value.

  • Accounting for Derivative Instruments and Hedging Activities. The Company recognizes all derivatives contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. The Company has not entered into derivative contracts either to hedge existing risks or for speculative purposes. The adoption of this pronouncement does not have an impact on the Company’s financial statements.

  • Earnings (Loss) Per Share. The Company computes net loss of both basic and diluted earnings per share, or EPS, on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. The dilutive shares have been excluded from diluted loss per share calculation due to their anti-dilutive nature, as contemplated by ASC 260-10-50-1.

Recent Accounting Pronouncements

See Item 1 of Part I, “Financial Statements — Note 1 — Accounting Policies — Recent Accounting Pronouncements.”

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

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ITEMS 4 AND 4A(T). CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2010. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2010, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were effective to satisfy the objectives for which they are intended.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls over financial reporting during the three months ended December 30, 2010 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in Exhibit 99.1 of Amendment No. 1 of our Current Report on Form 8-K filed on August 12, 2010, which could materially affect our business, financial condition or future results. The risks described in our Current Report on Form 8-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We have not sold any equity securities during the quarter ended December 31, 2010 which sale was not previously disclosed in a current report on Form 8-K filed during that period.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. [REMOVED AND RESERVED]

ITEM 5. OTHER INFORMATION.

We have no information to include that was required to be but was not disclosed in a report on Form 8-K during the period covered by this Form 10-Q. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

ITEM 6. EXHIBITS.

The following exhibits are filed as part of this report or incorporated by reference:

Exhibit    
Number   Description
     
31.1 Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2 Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1 Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2 Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  Chile Mining Technologies Inc.
   
Dated: February 22, 2011 /s/ Jorge Osvaldo Orellana Orellana
  Jorge Osvaldo Orellana Orellana
  Chairman and Chief Executive Officer
  (Principal Executive Officer)
   
Dated: February 22, 2011 /s/ Jose Luis Munoz Aviles
  Jose Luis Munoz Aviles
  Chief Financial Officer
  (Principal Financial Officer and Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit    
Number   Description
     
31.1 Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2 Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1 Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2 Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002