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

FORM 10-−Q

~~[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15~~(dMark One) ~~OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2011~~

[ X] ~~TRANSITION~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ~~1934~~1934For ~~For~~ the ~~transition~~quarterly period ~~from~~ended: June ~~_____________~~30, ~~to _____________~~2012

~~Commission~~[ ] ~~File~~TRANSITION ~~No.~~REPORT ~~000-53132~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ____________to _____________

~~CHILE~~Commission ~~MINING~~File ~~TECHNOLOGIES INC.~~Number: ~~(Exact~~000-53132 ~~name of registrant as specified in its charter)~~

CHILE MINING TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in Its Charter)

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

Jorge Canning ~~1410Ñuñoa~~1410 Ñuñoa, Santiago ~~SantiagoRepublic~~Republic of Chile (Address of principal executive offices, Zip Code)

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

~~Indicate by check mark whether the registrant~~ _____________________________________________________(~~1) has filed all~~Former ~~reports~~name, ~~required~~former toaddress beand ~~filed~~former byfiscal ~~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)~~year, ~~and~~if ~~(2)~~changed ~~has~~since ~~been~~last ~~subject to such~~report) ~~filing requirements for the past 90 days. Yes [X] No [ ]~~

Indicate by check mark whether the registrant (1) has ~~submitted electronically~~filed ~~and posted on its corporate Web site, if any, every Interactive~~all ~~Data~~reports ~~File~~ required to be ~~submitted~~filed ~~and~~by ~~posted~~Section ~~pursuant~~13 toor ~~Rule~~15(d) ~~405~~ of ~~Regulation S-T~~the (§Securities ~~232.405~~Exchange Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file ~~and~~such ~~post~~reports), ~~such~~and ~~files~~(2). has been subject to such ~~Yes~~filing ~~[X] No~~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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] 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) Smaller reporting company [X]

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

~~The~~Yes ~~number of shares outstanding of each of the issuer’s classes~~[ of] No ~~common equity, as of February 20, 2012 is as follows:~~ [X]

Class of Securities	Shares Outstanding
Common Stock, $0.001 par value	10,062,275

The number of shares outstanding of each of the issuer’s classes of common stock, as of August 15, 2012 is as follows:

Class of Securities	Shares Outstanding
Common Stock, $0.001 par value	10,182,150

Chile Mining Technologies Inc.

Quarterly Report on Form 10-Q

Period Ended June 30, 2012

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS.	F-1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	3
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	12
ITEM 4.	CONTROLS AND PROCEDURES.	12
PART II	OTHER INFORMATION	13
ITEM 1.	LEGAL PROCEEDINGS.	13
ITEM 1A.	RISK FACTORS.	13
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	13
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	13
ITEM 4.	MINE SAFETY DISCLOSURES	13
ITEM 5.	OTHER INFORMATION.	13
ITEM 6.	EXHIBITS.	13

PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures.	28

~~CHILE~~PART ~~MINING~~II ~~TECHNOLOGIES~~OTHER ~~INC.~~INFORMATION ~~INDEX TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, 2011 AND 2010~~

	Page
Item 1.	Legal Proceedings.	28
Interim Consolidated Financial Statements	F-1
Item 1A.	Risk Factors.	29
Interim Consolidated Balance Sheets as at December 31, 2011 and March 31, 2011	F-2
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	29
Interim Consolidated Statement of Operations, deficit and comprehensive loss for the nine months ended December 31, 2011 and December 31, 2010	F-3
Item 3.	Defaults Upon Senior Securities	29
Interim Consolidated Statement of Cash flows for the nine months ended December 31, 2011 and December 31, 2010	F-4
Item 4.	Mine Safety Disclosures.	29
Interim Consolidated Statement of Changes in Stockholders’ Deficiency for the nine months ended December 31, 2011 and year ended March 31, 2011	F-5
Item 5.	Other Information.	29
Condensed Consolidated Notes to financial statements	F-6
Item 6.	Exhibits	29

~~CHILE~~PART ~~MINING~~I ~~TECHNOLOGIES,~~FINANCIAL ~~INC. (Formerly Latin America Ventures, Inc.) INTERIM CONSOLIDATED BALANCE SHEETS AS AT DECEMBER 31, 2011 AND MARCH 31, 2011 (Amounts expressed in U.S. Dollars) (Unaudited)~~INFORMATION

		December 31,			March 31,
		2011			2011
		(Unaudited)			(Audited)
ASSETS
Current
Cash and cash equivalent		-			437,124
Sundry assets and other receivables (Note 12)	$	344,819		$	279,942
Inventory (Note 11)		148,209			95,508
Goods in transit		-			-
		493,028			812,574
DEPOSITS AND OTHER ASSETS (Note 13)		641,539			932,291
DEFERRED FINANCING COSTS (Note 8 (b))		126,682			208,507
PROPERTY PLANT AND EQUIPMENT (Note 3)		4,489,976			5,235,099
	$	5,751,225		$	7,188,471
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities
Accounts payable and accrued liabilities	$	1,262,065		$	1,269,259
Loan from related parties (Note 5)		321,247			104,857
Loan from non related party (Note 14)		500,000			-
Obligation under capital leases		195,460			374,055
Due to related party (Note 5)		1,521,234			1,381,490
Convertible Promissory Note (Note 8 (c))		190,000			190,000
		3,990,006			3,319,661
PROMISSORY NOTES (Note 4)		1,825,060			1,607,983
LONG TERM -OBLIGATION UNDER CAPITAL LEASE		243,540			317,718
DERIVATIVE FINANCIAL INSTRUMENTS (Note 8 (a))		6,834,944			5,866,285
		12,893,550			11,111,647
REDEEMABLE COMMON STOCK (Note 8 (b))		3,128,605			3,128,605
Stockholders’ deficiency
Capital stock (note 6)		9,365			9,365
Additional paid in capital		1,822,309			1,822,309
Deficit		(12,101,804	)		(9,096,767	)
Accumulated other comprehensive income		(800	)		213,312
		(10,270,930	)		(7,051,781	)
Total liabilities and stockholders’ deficiency	$	5,751,225		$	7,188,471

ITEM 1.

FINANCIAL STATEMENTS.

~~Going~~CHILE ~~Concern~~MINING ~~(Note~~TECHNOLOGIES, ~~1) Related Party Transactions~~ INC.(~~Note~~Formerly 5) Latin ~~Commitments~~America ~~(Note~~Ventures, 15Inc.)

~~The~~INTERIM ~~accompanying~~CONSOLIDATED ~~notes~~FINANCIAL ~~are~~STATEMENTS ~~an integral part of these interim consolidated financial statements.~~

~~F-2~~For the three months ended June 30, 2012 and 2011

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

	For the three months				For the nine months
	ended				ended
	December 31,				December 31,
	2011		2010		2011		2010
	$		$		$		$
Sales	159,954		31,486		293,892		96,170
Cost of sales	347,275		129,137		946,868		395,927
Gross Profit (Loss)	(187,321	)	(97,651	)	(652,976	)	(299,757	)
Operating expenses:
Impairment of mining rights (Note 7)	-		30,465		701		37,385
Salaries and wages	20,776		117,155		96,210		320,860
General and administrative	248,584		183,418		928,611		768,365
Professional fees	26,988		83,860		40,872		611,189
	296,348		414,898		1,066,394		1,737,799
Operating loss before the undernoted	(483,669	)	(512,549	)	(1,719,370	)	(2,037,556	)
Other expense-interest (Note 8(b))	(27,275	)	(27,275	)	(81,825	)	(54,550	)
Other income (expense)-Derivative Financial Instrument	(1,743,811	)	(426,039	)	(968,659	)	(415,367	)
Imputed interest expense (Note 4)	(73,818	)	(86,385	)	(235,183	)	(246,356	)
Net Loss for the period	(2,328,573	)	(1,052,248	)	(3,005,037	)	(2,753,829	)
Foreign exchange translation adjustment for the period	(15,125	)	98,673		(214,112	)	710,212
Comprehensive income (loss) for the period	(2,343,698	)	(953,575	)	(3,219,149	)	(2,043,617	)
Weighted average number of common shares outstanding	9,364,593		9,364,593		9,364,593		8,681,645
Loss per share – basic and diluted	(0.25	)	(0.11	)	(0.34	)	(0.32	)

Index

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

	Page
Interim Consolidated Financial Statements	1
Interim Consolidated Balance Sheets as at June 30, 2012 and March 31, 2012	2
Interim Consolidated Statements of Operations and Comprehensive Loss for the three months ended June 30, 2012 and 2011	3
Interim Consolidated Statements of Cash flows for the three months ended June 30, 2012 and 2011	4
Interim Consolidated Statements of Changes in Stockholders’ Deficiency for the three months ended June 30, 2012 and year ended March 31, 2012	5
Notes to Interim Consolidated Financial Statements	6

~~F-3~~1

CHILE MINING TECHNOLOGIES, INC. (Formerly Latin America Ventures, Inc.) INTERIM CONSOLIDATED ~~STATEMENTS~~BALANCE OFSHEETS ~~CASH~~AS ~~FLOWS~~ AT (Amounts expressed in U.S. Dollars) (Unaudited) ~~For the nine months ended December 31,~~

		2011			2010
		June 30,			March 31,
Cash Flows from Operating Activities:
		2012			2012
Net loss	$	(3,005,037	)	$	(2,753,829	)
		(Unaudited)			(Audited)
Impairment of mining rights		701			37,385
ASSETS
Amortization		311,198			257,748
Current
Imputed interest expense		235,183			246,356
Cash and cash equivalent		1,018,579			300
Issue of convertible promissory note for professional services		-			190,000
Sundry assets and other receivables (Note 13)	$	36,362		$	3,940
Warrant derivative liabilities expensed		-			62,176
Inventory (Note 12)		40,829			35,403
Amortization of deferred finance costs		81,825			54,550
		1,095,770			39,643
Fair value adjustment relating to warrants		968,659			415,367
RESTRICTED CASH (Note 18)		344,850
Changes in non-cash working capital:
DEPOSITS AND OTHER ASSETS (Note 14)		959,529			1,002,739
Increase in sundry assets and other receivables		(95,689	)		(442,801	)
DEFERRED FINANCING COSTS (Note 8 (b) and 9 )		677,604			108,318
Increase in inventory		(65,573	)		(132,725	)
PROPERTY PLANT AND EQUIPMENT (Note 3)		4,565,190			4,766,253
Decrease in goods in transit		-			22,850
	$	7,642,943		$	5,916,953
Increase (Decrease) in accounts payable and accrued liabilities		80,618			(690,332	)
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Decrease in deposits and other assets		230,223			-
Current liabilities
Net Cash (used) by Operating Activities		(1,257,892	)		(2,733,255	)
Accounts payable and accrued liabilities	$	1,478,523		$	1,721,650
Cash Flows from Investing Activities:
Loan from related parties (Note 5)		712,505			548,938
Acquisition of mining rights		(701	)		(37,385	)
Loan from non related party (Note 15)		401,856			560,000
Acquisition of property plant and equipment		(13,976	)		(3,480,448	)
Obligation under capital leases		148,065			482,787
Net Cash used by Investing Activities		(14,677	)		(3,517,833	)
Due to related party (Note 5)		1,891,485			1,838,836
Cash Flows from Financing Activities:
Convertible Promissory Note (Note 8 (c))		190,000			190,000
(Repayments) of promissory notes		-			(47,222	)
		4,822,434			5,342,211
Due from related party		257,955			329,400
PROMISSORY NOTES (Note 4)		2,051,727			2,022,809
Loan from related party		215,787			-
LONG TERM -OBLIGATION UNDER CAPITAL LEASE		219,570			-
Loan from non-related party		500,000			-
SECURED CONVERTIBLE NOTES (Note 9)		2,021,688			-
Capital lease increase ( repayment)		(276,576	)		989,990
DERIVATIVE FINANCIAL INSTRUMENTS (Note 8 (a))		-			-
Proceeds from redeemable common stock, net		-			5,286,190
		9,115,419			7,365,020
Net Cash Provided By Financing Activities		697,166			6,558,358
REDEEMABLE COMMON STOCK (Note 8 (b))		-			-
Effects of foreign currency exchange rate changes		138,279			451,751
Stockholders’ deficiency
Net Increase (Decrease) in Cash and Cash Equivalents		(437,124	)		759,021
Capital stock (note 6)		10,169			10,062
Cash and Cash Equivalents at beginning of the period		437,124			-
Additional paid in capital		12,701,361			11,558,314
Cash and Cash equivalents at end of the period	$	-		$	759,021
Deficit		(14,260,819	)		(13,043,895	)
Supplemental information:
Accumulated other comprehensive income		76,813			27,452
Income tax paid		Nil			Nil
		(1,472,476	)		(1,448,067	)
Interest paid		Nil			Nil
Total liabilities and stockholders’ deficiency	$	7,642,943		$	5,916,953

~~The~~Going ~~accompanying~~Concern ~~notes~~(Note ~~are~~1) ~~an integral~~Related ~~part~~Party ofTransactions ~~these~~(Note 5) ~~interim~~Commitments ~~consolidated~~(Note ~~financial~~16) ~~statements.~~

~~F-4~~ The accompanying notes are an integral part of these interim consolidated financial statements.

~~CHILE~~2 MINING TECHNOLOGIES, INC. (Formerly Latin America Ventures, Inc.) CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE NINE MONTHS ENDED DECEMBER 31, 2011 AND YEAR ENDED MARCH 31, 2011 (Amounts expressed in U.S. Dollars) (Unaudited)

									Accumulated
	Number of								Other
	common		Capital		Additional Paid				Comprehensive
	shares		stock		in capital		Deficit		Income (loss)		Total
Balance as at April 1, 2009*	6,000,000		6,000		4,715		(664,073	)	(33,871	)	(687,229	)
Discount on promissory notes					1,404,458						1,404,458
Net loss for the year	-		-		-		(1,177,963	)	-		(1,177,963	)
Foreign currency translation adjustment	-		-		-				149,268		149,268
Balance as at March 31, 2010	6,000,000		6,000		1,409,173		(1,842,036	)	115,397		(311,466	)
Private placement of shares	2,089,593		2,090								2,090
Stock for credit facility-AIBC	75,000		75								75
Reverse acquisition adjustment	4,800,500		4,800		(4,800	)					-
Cancellation of common shares	(3,600,500	)	(3,600	)	3,600						-
Forgiveness of debt by related parties					661,552						661,552
Discount on promissory notes adjusted due to forgiveness of debt					(261,051	)					(261,051	)
Premium on convertible promissory note					13,835						13,835
Net loss for the year							(7,254,731	)			(7,254,731	)
Foreign currency translation									97,915		97,915
Balance as at March 31, 2011	9,364,593		9,365		1,822,309		(9,096,767	)	213,312		(7,051,781	)
Net loss for the period							(3,005,037	)			(3,005,037	)
Foreign currency translation									(214,112	)	(214,112	)
Balance as at December 31, 2011	9,364,593		9,365		1,822,309		(12,101,804	)	(800	)	(10,270,930	)
*In a reverse merger, the historic stockholders’ deficiency of the accounting acquirer (Minera Licancabur S.A) is retroactively stated for all periods for the equivalent number of shares received in the reverse merger

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Amounts expressed in U.S. Dollars)
(Unaudited)
For the three months ended

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

		June 30,			June 30,
		2012			2011

Sales	$	34,829		$	63,209
Cost of sales		378,361			341,242
Gross profit (loss)		(343,532	)		(278,033	)
Operating expenses:
Impairment of mining rights (Note 7)	$	3,528			701
Salaries and wages		22,694			40,684
General and administrative		497,657			318,659
Professional fees		198,000			13,884
		721,879			373,928

Operating loss before the undernoted		(1,065,411	)		(651,961	)

Amortization of deferred finance costs (Note 8 (b) and 9)		(45,108	)		(27,275	)

Fair value adjustment relating to warrants		-			433,477

Imputed interest expense (note 4 and 9 )		(106,405	)		(80,847	)

Net Loss for the period		(1,216,924	)		(326,606	)
Foreign exchange translation adjustment for the period		49,361			66,851

Comprehensive loss for the period	$	(1,167,563	)	$	(259,755	)


Weighted average number of common shares outstanding		10,089,414			9,364,593

Loss per share – basic and diluted	$	(0.12	)	$	(0.03	)

~~F-5~~The accompanying notes are an integral part of these interim consolidated financial statements.

~~CHILE~~3 ~~MINING TECHNOLOGIES INC. (Formerly Latin America Ventures, Inc.) NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2011 (Amounts expressed in U.S. Dollars) (unaudited)~~

1CHILE MINING TECHNOLOGIES INC.(Formerly ~~NATURE~~Latin America Ventures, Inc.)INTERIM CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~CASH FLOWS(Amounts expressed in U.S. Dollars)(Unaudited) For the three months ended June 30,

Basis of Presentation

		2012			2011
Cash Flows from Operating Activities:
Net loss	$	(1,216,924	)	$	(326,606	)
Impairment of mining rights		3,528			701
Amortization		108,754			115,612
Imputed interest expense		106,405			80,847
Amortization of deferred finance costs		45,108			27,275
Fair value adjustment relating to warrants		-			(433,477	)
Changes in non-cash working capital:
Increase in sundry assets and other receivables		(32,794	)		(56,256	)
Increase in inventory		(6,273	)		(48,266	)
Increase (Decrease) in accounts payable and accrued liabilities*		(206,339	)		105,148
Decrease (Increase) in deposits and other assets		20,924			(157,711	)
Net Cash provided (used) by Operating Activities		(1,177,611	)		(692,733	)

Cash Flows from Investing Activities:
Acquisition of mining rights		(3,528	)		(701	)
Restricted cash		(344,850	)		-
Acquisition of property plant and equipment		(13,545	)		(15,576	)
Net Cash used by Investing Activities		(361,923	)		(16,277	)

Cash Flows from Financing Activities:
Proceeds (Repayments) of promissory notes		-			-
Due from (repayment to) related party		93,851			(1,687	)
Loan from related party		175,867			211,575
Loan (repayment) from non-related party		(145,596	)		500,000
Capital lease proceeds (repayment)		(105,248	)		(75,404	)
Proceeds from secured convertible notes, net		2,520,606			-
Net Cash Provided By Financing Activities		2,539,480			634,484

Effects of foreign currency exchange rate changes		18,333			76,293
Net Increase in Cash and Cash Equivalents		1,018,279			1,767
Cash and Cash Equivalents at beginning of the period		300			437,124
Cash and Cash equivalents at end of the period	$	1,018,579		$	438,891

Supplemental information:
Income tax paid		Nil			Nil
Interest paid		Nil			Nil

The accompanying ~~unaudited~~notes condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore 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, inan ~~the~~integral ~~opinion~~part of ~~management,~~these ~~necessary for a fair~~interim ~~statement~~consolidated offinancial ~~the results for the interim periods~~statements.

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 10-K for the year ended March 31, 2011. 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, 2011 and March 31, 2011, the results of its operations for the three and nine month periods ended December 31, 2011 and December 31, 2010, and its cash flows for the nine month periods ended December 31, 2011.. In addition, some of the Company’s statements in this quarterly report on Form 10-Q 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, 2011 are not necessarily indicative of results to be expected for the full year. 4

~~The~~CHILE ~~interim~~MINING ~~consolidated~~TECHNOLOGIES, ~~financial~~INC.(Formerly ~~statements include the~~Latin ~~accounts~~America ~~of Chile Mining Technologies~~Ventures, Inc.)CONSOLIDATED ~~(the~~STATEMENTS ~~“Company”~~OF orCHANGES ~~“Chile Mining” ),~~IN ~~and~~STOCKHOLDERS’ ~~its~~DEFICIENCY ~~subsidiary~~FOR ~~Minera~~THE ~~Licancabur~~THREE ~~S.A.~~MONTH ~~(“Minera”)~~PERIODENDED JUNE ~~(99.99%~~30, ~~owned~~2012 byAND ~~the Company).~~YEAR ~~All~~ENDED ~~material~~MARCH ~~inter-company~~31, ~~accounts~~2012(Amounts ~~and~~expressed ~~transactions~~in ~~have been eliminated~~U.S. Dollars) (Unaudited)

Organization

							Accumulated
	Number of						Other
	common	Capital	Additional Paid				Comprehensive
	shares	stock	in capital		Deficit		Income (loss)		Total
Balance as at March 31, 2011	9,364,593	9,365	1,822,309		(9,096,767	)	213,312		(7,051,781	)
Issue of shares due to non- performance	697,682	697	(697	)
Transfer of derivative liabilities to equity			6,608,097						6,608,097

Transfer of redeemable common stock to equity			3,128,605						3,128,605
Net loss for the year					(3,947,128	)			(3,947,128	)
Foreign currency translation							(185,860	)	(185,860	)
Balance as at March 31, 2012	10,062,275	10,062	11,558,314		(13,043,895	)	27,452		(1,448,067	)
Issue of shares due to non- performance	107,375	107	(107	)
Debt discount on secured convertible notes			1,143,154						1,143,154
Net loss for the period					(1,216,924	)			(1,216,924	)
Foreign currency translation							49,361		49,361
Balance as at June 30, 2012	10,169,650	0,169	12,701,361		(14,280,667	)	76,813		(1,472,476	)

OnThe ~~May~~accompanying ~~12,~~notes ~~2010,~~are ~~the~~an ~~Company~~integral ~~entered~~part ~~into and closed a share exchange agreement (the “Share Exchange Agreement”) with Minera, a Chilean company, and its shareholders, pursuant to which the Company acquired 99.9%~~ of ~~the~~ ~~issued~~these ~~and outstanding capital stock of Minera in exchange for 6,000,000~~interim ~~shares~~consolidated 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. 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~~statements. ~~The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.~~

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 the Company 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. 5

AsCHILE aMINING ~~condition~~TECHNOLOGIES ~~precedent~~INC.(Formerly ~~to the consummation of the Share~~Latin ~~Exchange~~America ~~Agreement~~Ventures, onInc.)NOTES ~~May~~TO ~~12,~~INTERIM ~~2010,~~CONSOLIDATED ~~the Company also entered into a~~FINANCIAL ~~cancellation~~STATEMENTSJune ~~agreement~~30, 2012(~~the~~Amounts ~~“Cancellation~~expressed ~~Agreement”)~~in ~~with Halter Financial~~U.S. ~~Investments, LP~~ Dollars)(~~“HFI”~~unaudited) ~~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~~1. ~~Placement~~NATURE ~~Transaction~~OF OPERATIONS

OnBasis ~~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 (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 (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. Presentation

FThe accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-6Q and therefore 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.

~~CHILE~~The ~~MINING~~condensed ~~TECHNOLOGIES~~consolidated ~~INC.~~financial ~~(Formerly~~statements ~~Latin~~should ~~America~~be ~~Ventures~~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 10-K for the year ended March 31, ~~Inc~~2012.) ~~NOTES~~In TOthe ~~INTERIM~~opinion ~~CONSOLIDATED~~of ~~FINANCIAL~~management, ~~STATEMENTS~~the ~~DECEMBER~~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 June 30, 2012 and March 31, 2012, the results of its operations for the three month periods ended June 30, 2012 and June 30, 2011, ~~(Amounts~~and ~~expressed~~its cash flows for the three-month periods ended June 30, 2012 and June 30, 2011. In addition, some of the Company’s statements in Uthis quarterly report on Form 10-Q may be considered forward-looking and involve risks and uncertainties that could significantly impact expected results.S. ~~Dollars)~~The ~~(unaudited)~~results of operations for the three-month period ended June 30, 2012 are not necessarily indicative of results to be expected for the full year.

1The interim consolidated financial statements include the accounts of Chile Mining Technologies, Inc. ~~NATURE~~(the OF“Company” ~~OPERATIONS~~or “Chile Mining” ), and its subsidiary Minera Licancabur S.A. (“Minera”) (99.99% owned by the Company). All material inter-~~Cont’d~~company accounts and transactions have been eliminated.

~~Pursuant~~Organization to the Securities Purchase Agreement, the Company also agreed to certain “make good” provisions. Under the “make good” provisions, the Company issued additional warrants (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 2,089,593. In connection with the private placement, the Company also entered into (i) a 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, with Halter Financial Securities, Inc., as placement agent, and Securities Transfer Corporation, as escrow agent, for deposit of funds by the investors.

~~The~~On ~~company~~May ~~also~~12, 2010, the Company entered into ~~lock-up~~and ~~agreements~~closed a share exchange agreement (the “Share Exchange Agreement”) with ~~each~~Minera, ofa Chilean ~~our~~company, ~~directors~~ and ~~officers~~its shareholders, pursuant to which ~~each~~the Company acquired 99.9% of the ~~them~~issued ~~agreed~~and ~~not~~outstanding ~~to transfer~~capital ~~any~~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 ~~held~~on ~~directly~~a orfully-diluted ~~indirectly~~basis as of and immediately after the consummation of the transactions contemplated by ~~them~~the Share Exchange Agreement and after giving effect to the Cancellation Agreement described below. The acquisition was accounted for as a recapitalization ~~one~~effected ~~year~~by ~~period~~a ~~following~~share ~~the~~exchange, ~~effective~~wherein ~~date~~Minera ofis aconsidered ~~registration~~the ~~statement~~acquirer for ~~covering~~accounting ~~the~~and ~~shares~~financial ~~issued~~reporting inpurposes. ~~connection~~The ~~with~~assets and liabilities of the acquired ~~private~~entity ~~placement~~have been brought forward at their book value and no goodwill has been recognized.

~~Convertible~~The ~~Promissory~~Company’s ~~Note~~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 ~~Make~~outstanding ~~Good~~capital stock. The acquisition of Minera ~~Warrant~~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 the Company 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.

~~Halter~~As ~~Financial~~a ~~Group,~~condition ~~L.P.~~precedent ~~(“HFG”) provided certain advisory services~~ to the ~~Company~~consummation ~~in connection with the acquisition~~ of ~~Minera and~~ the ~~private~~ ~~placement transaction described above. Pursuant to an advisory agreement~~Share ~~that~~Exchange ~~Minera~~Agreement, ~~entered into with HFG~~ on ~~April~~May 1612, ~~2009~~2010, ~~HFG~~the ~~agreed~~Company toalso ~~(a)~~entered ~~advise Minera~~into ~~with regard to its desire to effect~~ a ~~combination transaction with a U.S.~~ ~~domiciled~~cancellation ~~public~~agreement ~~shell corporation,~~ (b)the ~~help~~“Cancellation ~~Minera identify suitable investment bank(s~~Agreement”) towith ~~act~~Halter ~~as placement agent for its contemplated private placement~~Financial ~~transactions~~Investments, ~~and~~LP (c“HFI”) ~~counsel~~and ~~management on matters related to the operating a U~~Mr.S. ~~domiciled~~Pierre ~~public~~Galoppi, ~~company. Under~~ the ~~terms~~controlling ~~of the advisory agreement~~stockholders, ~~HFG~~ ~~was~~whereby ~~entitled~~HFI toand ~~receive a cash payment of $450,000 at the closing of the reverse acquisition of Minera~~Mr. InGaloppi ~~lieu of such cash payment, HFG~~ agreed to ~~accept a cash payment of $260,000 and a promissory note issued by~~ the ~~Company~~cancellation ~~in the principal amount~~ of ~~$190,000~~an ~~that~~aggregate ~~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 addition3, ~~at any time that the HFG Note remains outstanding~~600,500 ~~it may be converted at HFG’s option into~~ shares of ~~our~~ common stock atowned aby ~~conversion price of $2~~them.78. At the closing, HFG was also issued a “Make Good” warrant, to purchase up to 985,104 shares of the Company’s 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.

~~Going Concern~~6

~~The~~CHILE ~~accompanying~~MINING ~~financial~~TECHNOLOGIES ~~statements~~INC.(Formerly ~~have been prepared~~Latin ~~assuming~~America ~~the~~Ventures, ~~Company will continue as a going concern~~Inc.)NOTES ~~This~~TO ~~contemplates~~INTERIM ~~that~~CONSOLIDATED FINANCIAL ~~assets~~STATEMENTSJune ~~will~~30, be2012(Amounts ~~realized~~expressed ~~and liabilities and commitments satisfied~~ in ~~the normal~~U.S. ~~course~~Dollars)(unaudited) ~~of business.~~

AsPrivate ~~shown~~Placement inTransaction the accompanying financial statements, the Company has a working capital deficit of $3,496,978 and has incurred a deficit of $12,101,804 for the cumulative period to December 31, 2011. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the production of copper. Management has plans to seek additional capital through private placements and public offering of its capital stock. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

~~F-7~~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 (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 (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.

~~CHILE~~Pursuant ~~MINING~~to ~~TECHNOLOGIES~~the ~~INC~~Securities Purchase Agreement, the Company also agreed to certain “make good” provisions. Under the “make good” provisions, the Company issued additional warrants (~~Formerly~~the ~~Latin~~“Make ~~America~~Good ~~Ventures~~Warrants”) to the investors to purchase up to an aggregate of 2,089,593 ~~Inc~~shares of its common stock, at an exercise price of $0.)01 ~~NOTES~~per TOshare, ~~INTERIM~~which ~~CONSOLIDATED~~will ~~FINANCIAL~~only ~~STATEMENTS~~become ~~DECEMBER~~exercisable 31if 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 ~~(Amounts~~and ~~expressed~~2012 fiscal years, respectively. If, in Ua 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 2,089,593.S. ~~Dollars~~In connection with the private placement, the Company also entered into (i) a 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 (~~unaudited~~ii) a closing escrow agreement, with Halter Financial Securities, Inc., 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 its directors and officers, 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.

2.Convertible ~~COMPLETION~~Promissory OFNote ~~ACQUISITION~~and Make Good Warrant

OnHalter ~~May~~Financial 12Group, ~~2010~~L.P. (“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, ~~Chile~~2009, ~~Mining~~HFG ~~Technologies~~agreed to (a) advise Minera with regard to its desire to effect a combination transaction with a U.S. domiciled public shell corporation, ~~Inc~~(b) help Minera identify suitable investment bank(~~The~~s) ~~“Company”~~to act as placement agent for its contemplated private placement transactions and (c) counsel management on matters related to the operating a ~~completed~~U.S. andomiciled 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. ~~pursuant~~In lieu of such cash payment, HFG agreed to accept a cash payment of $260,000 and a promissory note issued by the ~~Share~~Company ~~Exchange~~in ~~Agreement~~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 ~~acquisition~~equity ~~was~~financing ~~accounted~~(including ~~for~~the asreceipt aof ~~recapitalization~~additional ~~effected~~funds by athe ~~share~~Company from ~~exchange~~any subsequent closing of the May 12 private placement) or the 180th day following the date of its issuance. In addition, ~~wherein~~at ~~Minera~~any istime ~~considered~~that the ~~acquirer~~HFG ~~for~~Note remains ~~accounting~~outstanding, ~~and~~it ~~financial~~may be converted at HFG’s option into shares of our ~~reporting~~common ~~purposes~~stock at a conversion price of $2.78. ~~The~~At ~~assets~~the ~~and~~closing, ~~liabilities~~HFG was also issued a “Make Good” warrant, to purchase up to 985,104 shares of the ~~acquired~~Company’s ~~entity~~common stock ~~have~~(the ~~been~~“HFG Make Good Warrant”). The terms of the HFG Make Good Warrant are ~~brought~~identical ~~forward~~to atthe ~~their~~terms ~~book~~of ~~value~~the ~~and~~Make noGood ~~goodwill~~Warrants ~~has~~issued ~~been~~to ~~recognized~~the investors in the private placement.

~~3. PROPERTY PLANT AND EQUIPMENT~~7

		December 31, 2011						March 31, 2011
				Accumulated
		Cost		Amortization		Net		Net
Santa Filomena Plant	$	888,926	$	-	$	888,926	$	911,212
Land-Santa Filomena Plant		47,942		-		47,942		52,428
Ana Maria Plant and equipment		4,107,605		723,057		3,384,548		4,087,184
Machinery under construction		157,902		-		157,902		172,677
Arica leasehold improvement		10,658		-		10,658		11,598
		5,213,034		723,057		4,489,976		5,235,099

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Amounts expressed in U.S. Dollars)
(unaudited)

~~Property~~Going ~~Plant~~Concern and Equipment is translated into U.S. Dollars using the rate of exchange prevailing at the balance sheet date. The Santa Filomena Plant is not being amortized as plant is under construction. Amortization for the nine month period amounted to $311,198 ($257,748 in 2010)

4The accompanying financial statements have been prepared assuming the Company will continue as a going concern. ~~PROMISSORY~~This ~~NOTES~~contemplates that assets will be realized and liabilities and commitments satisfied in the normal course of business.

~~Promissory~~As shown in the accompanying financial statements, the Company has a working capital deficit of $3,726,664 and has incurred a deficit of $14,260,819 for the cumulative period to June 30, 2012. On May 8, 2012, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors (i) up to $3.5 million of eleven percent (11%) secured convertible notes ~~from~~(the ~~related~~“Notes”) ~~parties~~and ~~payable~~warrants to purchase the Company’s common stock. The Notes and warrants were ~~unsecured~~issued in two tranches. The first tranche issued on May 8, 2012 contained (i) Notes in the aggregate original principal amount of $2,120,000 and ~~consisted~~(ii) Investor Warrants to purchase an aggregate of 530,000 shares of Common Stock, for aggregate gross proceeds of $2,120,000. The second tranche issued on June 7, 2012 contained (i) Notes in the ~~following:~~aggregate original principal amount of $1,015,000 and (ii) Investor Warrants to purchase an aggregate of 507,500 shares of Common Stock, for aggregate gross proceeds of $1,015,000. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the production of copper. Management has plans to seek additional capital through private placements and public offering of its capital stock. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Company	Interest Rate		December 31,		March 31,
			2011		2011
Ivan Vergara	Nil	$	257,648	$	227,003
Jorge Pizarro	Nil		162,543		143,210
Geominco EIRL	Nil		1,404,869		1,237,770
Total Long Term		$	1,825,060	$	1,607,983

2.	COMPLETION OF ACQUISITION

~~All~~On ~~long~~May ~~term~~12, ~~liabilities~~2010, ~~are~~Chile ~~valued~~Mining atTechnologies, ~~fair~~Inc ~~market~~(The ~~value at~~“Company”) ~~inception.~~completed ~~These~~an ~~long~~acquisition ~~term~~of ~~notes~~Minera dopursuant ~~not~~to ~~bear~~the ~~interest~~Share ~~and~~Exchange ~~had~~Agreement. ~~a maturity date of~~The ~~March~~acquisition ~~31,~~was ~~2013.~~accounted ~~The~~for ~~Company~~as ~~recognized~~ a ~~discount~~recapitalization oneffected ~~the~~by ~~face~~a ~~value of the loans~~share atexchange, ~~inception~~wherein toMinera ~~adjust~~is ~~the~~considered ~~carrying value to~~ the ~~fair~~acquirer ~~value.~~for ~~Fair~~accounting ~~value~~and ~~was~~financial ~~calculated~~reporting bypurposes. ~~using~~The ~~the~~assets ~~net~~and ~~present~~liabilities ~~value~~ of the ~~loans,~~acquired atentity anhave ~~assumed interest~~been ~~rate~~brought offorward ~~18%.~~at ~~The~~their ~~amount~~book ofvalue ~~the~~and ~~discount,~~no ~~being~~goodwill ~~$1,404,458~~has ~~was~~been ~~recorded in “Additional paid in capital” on the opening balance sheet~~recognized.

~~During the year ended March 31, 2011, the promissory note holders forgave $661,552 in debt~~3. ~~The~~PROPERTY ~~transaction~~PLANT ~~was~~AND accounted for as a capital transaction with related parties and the company credited ‘Additional paid in capital’ with $661,552. In addition, the Company credited additional paid in capital with $13,835 (refer to Note 8 (c))EQUIPMENT

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, 2011 in the amount of $235,183 ($246,356 in 2010).

	June 30, 2012			March 31, 2012
		Accumulated
	Cost	Amortization	Net	Net
	$	$	$	$
Santa Filomena Plant	1,053,926	-	1,053,926	1,065,602
Land-Santa Filomena Plant	50,000	-	50,000	51,146
Ana Maria Plant and equipment	4,285,249	988,664	3,296,585	3,481,051
Machinery under construction	164,679	-	164,679	168,454

	5,553,854	988,664	4,565,190	4,766,253

~~F-8~~Property Plant and Equipment is translated into U.S. Dollars using the rate of exchange prevailing at the balance sheet date. The Santa Filomena Plant is not being amortized as plant is under construction. Amortization for the period amounted to $108,754 ($115,612 in 2011)

~~CHILE MINING TECHNOLOGIES INC. (Formerly Latin America Ventures, Inc.) NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2011 (Amounts expressed in U.S. Dollars) (unaudited)~~8

5CHILE MINING TECHNOLOGIES INC.(Formerly ~~RELATED~~Latin America ~~PARTY~~ Ventures, Inc.)NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2012(Amounts expressed in U.S. Dollars)(unaudited)

~~a) As of December 31, 2011, the Company has loans payable to related parties for $321,247 (2010: $nil)~~4. ~~Loan~~PROMISSORY ~~for $143,062 is unsecured, free of interest and is payable on March 31, 2012. The balance loan for $178,185 is unsecured, free of interest and payable on demand.~~ NOTES

~~During~~Promissory ~~the~~notes ~~quarter,~~from ~~the~~related ~~Company~~parties ~~paid~~payable ~~salaries~~were ~~of $8,029 ($9,836~~unsecured inand ~~2010)~~consisted ~~to parties that are related to the shareholder~~ of the ~~Company.~~following:

During the quarter, the Company had equipment rental and consulting expenses of $253,708 (2010: $311,702) to a related party, a party related by virtue of companies under common control.

			June 30,		March 31,
Company	Interest Rate		2012		2012
Ivan Vergara	Nil	$	289,603	$	285,521
Jorge Pizarro	Nil		183,016		180,437
Geominco EIRL	Nil		1,579,108		1,556,851
Total Long Term		$	2,051,727	$	2,022,809

~~The~~All ~~transactions~~long term liabilities are invalued at fair market value at inception. These long term notes do not bear interest and had a maturity date of March 31, 2013. On May 8, 2012, the ~~normal~~Company ~~course~~entered Loan Repayment Agreements (the “Repayment Agreements”) with holders of ~~operations~~promissory ~~and~~notes ~~are~~of the ~~measured~~Company at(each, a “Lender”). Pursuant to the ~~exchange~~Repayment ~~amount~~Agreements, ~~which~~each Lender agreed that the Company is entitled to defer payment, and the ~~amount~~Lender shall not demand payment, of ~~consideration~~any amounts due under certain loans made by the ~~established~~Lender to the Company, and ~~agreed~~the toLender byshall not commence the ~~related~~exercise ~~parties~~of any remedies it may have against the Company or any of its assets arising out of the Company’s breach of its obligations under ~~common~~the ~~control~~loans until the later of: (i) twelve (12) months from the date of closing of the transactions contemplated by the Purchase Agreement, and (ii) such time as the Company reports positive net income in quarterly or annual financial statements filed with the U.S. Securities and Exchange Commission. Notwithstanding the foregoing, the deferment shall be operative only so long as any Notes remain outstanding.

b) The ~~company~~Company ~~owes~~recognized a discount on the ~~following~~face ~~amounts~~value of the loans at inception to ~~related~~adjust ~~parties:~~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 was recorded in “Additional paid in capital” on the opening balance sheet.

~~Included~~During inthe ~~accounts~~year ~~payable~~ended ~~and~~March ~~accrued~~31, ~~liabilities~~2011, ~~are~~the promissory note ~~amounts~~holders ~~owing~~forgave ~~for~~$661,552 ~~services~~in ~~provided~~debt. byThe ~~two~~transaction ~~directors~~was accounted for ~~$42,500~~as ~~(2010~~a capital transaction with related parties and the company credited ‘Additional paid in capital’ with $~~nil)~~661,552.

AsIn ~~of December 31~~addition, ~~2011~~ the Company ~~owes~~credited ~~Geominco~~additional ~~E.I.R.L.,~~paid ain capital ~~related~~with ~~party for~~ $113,~~521,234.~~835 ~~This~~(refer ~~advance~~to isNote ~~unsecured~~8 ~~non-interest bearing and due on demand.~~(c))

6On May 8, 2012, the Company entered Loan Repayment Agreements (the “Repayment Agreements”) with holders of promissory notes of the Company (each, a “Lender”). ~~CAPITAL~~Pursuant ~~STOCK~~to the Repayment Agreements, each Lender agreed that the Company is entitled to defer payment, and the Lender shall not demand payment, of any amounts due under certain loans made by the Lender to the Company, and the Lender shall not commence the exercise of any remedies it may have against the Company or any of its assets arising out of the Company’s breach of its obligations under the loans until the later of: (i) twelve (12) months from the date of closing of the transactions contemplated by the Purchase Agreement, and (ii) such time as the Company reports positive net income in quarterly or annual financial statements filed with the U.S. Securities and Exchange Commission. Notwithstanding the foregoing, the deferment shall be operative only so long as any Notes remain outstanding.

~~Authorized~~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 three month period ended June 30, 2012 in the amount of $76,563 ($80,847 in 2011).

~~Preferred Stock; $0.001 par value 10,000,000 shares authorized Common Stock: $0.001 par value 100,000,000 shares authorized~~ 9

~~Issued~~CHILE MINING TECHNOLOGIES INC.(Formerly Latin America Ventures, Inc.)NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2012(Amounts expressed in U.S. Dollars)(unaudited)

~~Preferred~~5. ~~Stock:~~RELATED ~~None issued and outstanding Common Stock: 9,364,593 common shares (2011: 9,364,593 common shares)~~ PARTY

Ona) ~~May~~As 12of June 30, ~~2010~~2012, the Company ~~entered~~has ~~into~~loans payable to related parties for $712,505 (2011: $329,112). Loan for $149,202 is unsecured, free of interest and ~~closed~~was ~~the~~payable ~~Share~~on March 31, 2012. The balance loan for ~~Exchange~~$563,303 ~~Agreement~~is ~~with~~unsecured, ~~Minera~~free of interest and ~~its~~was ~~shareholders~~payable on demand. On May 8, 2012, ~~pursuant~~the toCompany ~~which~~entered Loan Repayment Agreements (the “Repayment Agreements”) with related parties of the Company ~~acquired~~(each, 99a “Lender”).9% ofPursuant to the Repayment ~~issued~~Agreements, each Lender agreed that the Company is entitled to defer payment, and ~~outstanding~~the ~~capital~~Lender ~~stock~~shall not demand payment, of ~~Minera~~any inamounts due under ~~exchange~~certain ~~for~~loans 6made by the Lender to the Company,~~000,000~~ ~~shares~~and the Lender shall not commence the exercise of ~~common~~any ~~stock,~~remedies ~~par~~it ~~value~~may ~~$0.001,~~have ~~which~~against the Company or any of ~~constituted~~its ~~83.33%~~assets arising out of the Company’s ~~issued~~breach ~~and~~of ~~outstanding~~its ~~capital~~obligations ~~stock~~under ~~on a~~the ~~fully-diluted~~loans ~~basis~~until asthe later of: ~~and~~(i) ~~immediately~~twelve ~~after~~(12) months from the ~~consummation~~date of closing of the transactions contemplated by the ~~Share~~Purchase ~~Exchange~~ Agreement, and ~~after~~(ii) ~~giving~~such time as the ~~effect~~Company toreports positive net income in quarterly or annual financial statements filed with the ~~Cancellation~~U.S. ~~Agreement~~Securities and Exchange Commission. Notwithstanding the foregoing, the deferment shall be operative only so long as any Notes remain outstanding.

AsDuring ~~a condition precedent to~~ the ~~consummation of the Share Exchange Agreement~~quarter, ~~on May 12, 2010,~~ the Company ~~also~~paid ~~entered~~salaries ~~into~~of ~~the Cancellation Agreement HFI and Mr. Pierre Galoppi~~$9,617 ~~the controlling stockholders~~($7,998 ~~whereby~~in ~~HFI~~2011) ~~and~~to ~~Mr.~~parties ~~Galoppi~~that ~~agreed~~are related to the ~~cancellation~~shareholder of anthe ~~aggregate of 3,600,500 shares of common stock owned by them~~Company.

OnDuring ~~May~~the 6quarter, ~~2010,~~ the Company ~~entered~~expensed ~~into~~fees ato ~~letter agreement~~three ~~that~~directors ~~outlined~~for ~~the proposed terms of a standby facility of credit with AIBC International Corp.(SR)~~$5,000 oreach ~~AIBC.~~and ~~Under the letter agreement, the Company could request an advance from AIBC for up to an aggregate of~~ $~~3 million~~18,800 ~~subject~~ to ~~satisfaction~~ ofthe ~~certain conditions~~CFO. InThe ~~connection~~expense ~~with~~for the ~~execution of the~~CFO ~~letter~~includes ~~agreement,~~commitment ~~the Company issued~~ to ~~AIBC~~issue 754,000 shares of common stock.

OnDuring ~~May~~the 12quarter, ~~2010,~~ the Company ~~also~~had ~~completed~~equipment arental ~~private placement transaction with a group of accredited investors. Pursuant to the Securities Purchase Agreement that was entered into with the investors~~ and ~~Minera, the~~ ~~Company~~consulting ~~issued~~expenses ~~to the investors an aggregate~~ of ~~2,089,593 shares of common stock for an aggregate purchase price of~~ $5218,~~809,000,~~583 or(2011: $~~2.78 per share~~240,751) ~~and the Closing Warrants~~ to ~~purchase up to 1,044,803 shares of common stock. The Closing Warrants have~~ a ~~term~~related ~~of four years~~party, ~~bear an exercise price of $3.61 per share (subject to customary adjustments), are exercisable on~~ a ~~net exercise or~~party ~~cashless~~related ~~basis and are exercisable~~ by ~~investors~~virtue atof ~~any~~companies ~~time~~under ~~after~~common ~~the closing date (refer note 8 (b))~~control.

FDuring the quarter the Company paid a total of $62,700 as Co-placement agent fee and reimbursed expenses for $46,094 to Halter Financial Securities, Inc., a Company in which a director has an interest. The fee and reimbursement of expense were netted from the proceeds of $3,135,000 from secured convertible notes and warrants to purchase the Company’s common stock (see note 9)

~~CHILE~~The ~~MINING~~transactions ~~TECHNOLOGIES~~are ~~INC.~~in ~~(Formerly~~the ~~Latin~~normal ~~America~~course ~~Ventures~~of operations and are measured at the exchange amount, ~~Inc.)~~which ~~NOTES~~is TOthe ~~INTERIM~~amount ~~CONSOLIDATED~~of ~~FINANCIAL~~consideration established ~~STATEMENTS~~and ~~DECEMBER~~agreed ~~31,~~to ~~2011~~by ~~(Amounts~~the ~~expressed~~related inparties ~~U.S.~~under ~~Dollars)~~common ~~(unaudited)~~control

7.b) ~~IMPAIRMENT~~The OFcompany ~~MINING~~owes ~~RIGHTS~~the following amounts to related parties:

~~The~~Included ~~Company~~in ~~has~~accounts ~~expensed~~payable ~~mining~~and ~~rights,~~accrued ~~since~~liabilities ~~the Company~~are ~~currently~~amounts ~~has~~owing nofor ~~formal~~services ~~plan~~provided toby ~~exploit~~two ~~these~~directors ~~mineral~~for ~~rights.~~$Nil (2011 $42,500)

As of June 30, 2012 the Company owes Geominco E.I.R.L., a related party for $1,891,485. This advance was unsecured non-interest bearing and due on demand. On May 8, 2012, the Company entered Loan Repayment Agreements (the “Repayment Agreements”) with related parties of the Company (each, a “Lender”). ~~DERIVATIVE~~Pursuant ~~FINANCIAL~~to ~~INSTRUMENTS~~the Repayment Agreements, each Lender agreed that the Company is entitled to defer payment, and the Lender shall not demand payment, of any amounts due under certain loans made by the Lender to the Company, and the Lender shall not commence the exercise of any remedies it may have against the Company or any of its assets arising out of the Company’s breach of its obligations under the loans until the later of: (i) twelve (12) months from the date of closing of the transactions contemplated by the Purchase Agreement, and (ii) such time as the Company reports positive net income in quarterly or annual financial statements filed with the U.S. Securities and Exchange Commission. Notwithstanding the foregoing, the deferment shall be operative only so long as any Notes remain outstanding.

~~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~~CHILE ~~Company~~MINING ~~generally~~TECHNOLOGIES ~~does~~INC.(Formerly ~~not use derivative financial~~Latin ~~instruments~~America ~~to hedge exposures to cash-flow~~Ventures, ~~market or foreign-currency risks~~Inc. ~~However,~~)NOTES ~~the~~TO ~~Company~~INTERIM ~~has~~CONSOLIDATED ~~entered into certain other financial instruments and~~FINANCIAL ~~contracts~~STATEMENTSJune 30, ~~such~~2012(Amounts asexpressed ~~secured~~in ~~convertible debenture and warrant financing~~U.S. ~~arrangements that are either (i~~Dollars) ~~not afforded equity classification or~~ (iiunaudited) ~~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 the financial statements.~~

~~The~~6. ~~following~~CAPITAL ~~table summarizes the components of the derivative liabilities as of December 31, 2011 and March 31, 2011:~~STOCK

May 2010 Private Placement:		December 31, 2011		March 31, 2011
Investor warrants	$	607,031	$	882,859
Broker warrants		109,264		158,912
Credit facility warrants		-		304,200
Make Good warrants		4,158,292		3,072,048
Acquisition advisory fees:
Make Good warrants		1,960,357		1,448,266
Total derivative liabilities	$	6,834,944	$	5,866,285

Authorized

~~The~~Preferred ~~following~~Stock; ~~table~~$0.001 ~~summarizes~~par ~~the~~value 10,000,000 ~~common~~ shares ~~indexed~~authorizedCommon toStock: ~~the derivative~~$0.001 ~~instruments~~par asvalue ~~of December 31~~100, ~~2011 and March 31~~000,000 shares ~~2011:~~authorized

May 2010 Private Placement:	December 31, 2011	March 31, 2011
Investor warrants	1,044,803	1,044,803
Broker warrants	188,062	188,062
Credit facility warrants	-	360,000
Make Good warrants	2,089,593	1,186,119
Acquisition advisory fees:
Make Good warrants	985,104	559,176
	4,307,562	3,338,160

Issued

~~Since~~Preferred ~~the~~Stock: ~~number~~None ofissued ~~common shares indexed to the Make Good~~and ~~warrants~~outstanding isCommon ~~dependent~~Stock: ~~on the number of warrants that will vest based on the achievement of certain performance conditions~~10,169,650 ~~the number of shares of~~ common ~~stock~~ ~~indexed to the warrants was determined considering the Company’s inability to meet the income threshold amounts.. Make Good warrants indexed to 1,537,349~~ shares ~~of common stock vested as of~~ (March ~~31,~~2012: ~~2011 when the Company did not meet the 2011 performance condition. The Company expects the balance of 1~~10,~~537~~062,~~348~~275 ~~Make~~common ~~Good~~shares) ~~warrants to vest on March 31, 2012.~~

FOn May 12, 2010, the Company entered into and closed the Share Exchange Agreement with Minera 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-10diluted 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.

~~CHILE~~As ~~MINING~~a ~~TECHNOLOGIES~~condition ~~INC~~precedent to the consummation of the Share Exchange Agreement, on May 12, 2010, the Company also entered into the Cancellation Agreement HFI and Mr. ~~(Formerly~~Pierre ~~Latin~~Galoppi, ~~America~~the ~~Ventures~~controlling stockholders, whereby ~~Inc~~HFI and Mr.) ~~NOTES~~Galoppi TOagreed ~~INTERIM~~to ~~CONSOLIDATED~~the ~~FINANCIAL~~cancellation ~~STATEMENTS~~of ~~DECEMBER~~an 31aggregate of 3,600,500 ~~2011~~shares ~~(Amounts~~of ~~expressed~~common instock ~~U.S.~~owned ~~Dollars)~~by ~~(unaudited)~~them.

8On May 6, 2010, the Company entered into a letter agreement that outlined the proposed terms of a standby facility of credit with AIBC International Corp.(bSR), ~~MAY~~or ~~2010~~AIBC. ~~PRIVATE~~Under ~~PLACEMENT~~the letter agreement, the Company could request an advance from AIBC for up to an aggregate of $3 million, subject to satisfaction of certain conditions. In connection with the execution of the letter agreement, the Company issued to AIBC 75,000 shares of common stock.

On May 12, 2010, the Company ~~commenced~~also completed a private placement of ~~(i)~~transaction ~~2,089,593~~with ~~shares~~a ofgroup ~~common stock for an aggregate purchase price~~ of ~~$5,809,000,~~ oraccredited $2investors.78 ~~per~~Pursuant ~~share,~~to ~~(ii)~~the ~~Closing~~Securities Purchase ~~Warrants~~Agreement tothat ~~purchase~~was upentered ~~to 1,044,803~~into ~~shares~~with ofthe ~~common~~investors ~~stock,~~ and ~~(iii)~~Minera, ~~Make~~the Company ~~Good~~issued ~~Warrants~~ to ~~purchase~~the upinvestors to an aggregate of 2,089,593 shares of common stock ~~(the “May 2010 Private~~ ~~Placement).~~for Inan ~~connection~~aggregate ~~with~~purchase ~~the~~price ~~May~~of ~~2010 Private Placement~~$5,809,000, ~~the~~or ~~Company entered~~$2.78 ~~into~~per ashare, ~~Registration~~and ~~Rights Agreement related to~~ the ~~common stock and~~ ~~warrants~~Closing ~~that~~Warrants ~~requires~~to ~~the~~purchase ~~Company~~up to, ~~among other things~~1,044,803 ~~file~~shares ~~a Registration Statement within 65 days from the closing~~ of ~~the~~common ~~May~~stock. ~~2010~~The ~~Private Placement and~~Closing ~~achieve~~Warrants ~~effectiveness~~have asa ~~soon~~term asof ~~possible~~four years, ~~but~~bear inan noexercise ~~event~~price ~~later~~of ~~than~~$3.61 ~~the 180th~~per ~~day following the Final Closing Date or the 5th trading day following the date on which the Company is notified that the~~share ~~initial Registration Statement will not be reviewed or is no longer~~ (subject to ~~review~~ ~~and~~customary ~~comments.~~adjustments), ~~The~~are ~~Registration~~exercisable ~~Rights~~on ~~Agreement does not provide for an alternative or contain~~ a ~~penalty~~net inexercise ~~the event the Company is unable to fulfill~~or ~~its~~cashless ~~requirements.~~basis Asand aare ~~result~~exercisable ofby ~~the~~investors ~~registration~~at ~~rights~~any ~~obligation~~time toafter ~~file within a specified period, which is presumed not to be within~~ the ~~Company’s~~closing ~~control,~~date ~~the~~(refer ~~Company~~note is8 ~~required to classify the common stock outside of stockholders’ equity as redeemable common stock~~(b)).

~~The~~Pursuant ~~Closing~~to ~~warrants included in~~ the ~~May~~Securities ~~2010~~Purchase ~~Private Placement are indexed to 1~~Agreement,~~044,803~~ ~~shares of~~ the Company’s ~~common stock and may be~~also ~~exercised~~agreed ~~until~~to ~~the~~certain ~~fourth~~“make ~~anniversary~~good” ~~of their issuance at an exercise price of $3~~provisions.61 ~~per~~Under ~~share. Pursuant to~~ the ~~Securities~~“make ~~Purchase~~good” ~~Agreement~~provisions, the Company ~~also agreed~~issued toadditional ~~issue~~warrants (the “Make Good ~~warrants~~Warrants”) to ~~investors~~the investors to purchase up to an aggregate ~~amount~~ 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 ~~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~~Warrants will become exercisable equal to the amount by which ~~our~~ the Company’s actual net income is less than the applicable financial target, divided by the financial target, and multiplied by 2,089,593.Halter ~~50%~~Financial ofGroup, ~~the~~L.P. ~~total~~(“HFG”) ~~warrant~~provided ~~shares~~certain ~~underlying~~advisory ~~the~~services ~~warrant~~to ~~agreement.~~the ~~The~~Company ~~Closing~~in ~~and~~connection ~~Make~~with ~~Good warrants were evaluated under~~ the ~~guidance~~acquisition of ~~ASC~~Minera ~~480, Distinguishing Liabilities~~ and ~~Equity for purposes of~~the ~~their~~private ~~classification~~placement transaction. ~~Due~~At to the ~~Make Good warrants contingent exercise provisions~~closing, ~~they~~HFG ~~did~~was ~~not~~also ~~meet~~issued ~~the~~a ~~definition of~~ “~~indexed~~Make ~~to a Company’s own stock~~Good” warrant, ~~and~~to ~~were~~purchase ~~required~~up to be985,104 ~~classified~~shares asof ~~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~~common stock”; ~~however, they did not meet~~(the ~~eight~~“HFG ~~conditions~~Make ~~for~~Good ~~equity classification provided in ASC 815-40 because they have firm registration rights with no economic alternative to registration~~Warrant”). The ~~Company~~ isterms ~~required~~of ~~to assume that cash settlement would be~~ the ~~only~~HFG ~~alternative to~~Make ~~non-filing~~Good ~~and~~Warrant ~~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. In order~~ identical to ~~estimate~~ the ~~fair~~terms ~~value~~ of the ~~warrants~~Make ~~the~~Good ~~Company~~Warrants ~~was~~issued ~~required~~ to ~~develop~~the ~~certain subjective~~investors ~~assumptions which are listed~~ in ~~more~~the ~~detail below~~private placement.

~~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.~~11

~~The~~CHILE ~~following~~MINING ~~table~~TECHNOLOGIES ~~illustrates~~INC.(Formerly ~~the~~Latin America ~~initial~~Ventures, ~~allocation:~~Inc.)NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2012(Amounts expressed in U.S. Dollars)(unaudited)

					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 was unable to meet minimum income thresholds in 2011 and again in 2012. The Company is obligated to issue 3,074,698 common shares on a cashless basis to meet the “make good” provisions of the “Make Good Warrants’. The Company transferred $6,608,097 from derivative liabilities to the credit of additional paid in capital (see note 8 (c)) . In addition the Company transferred $3,128,605 from redeemable common stock to additional paid in capital (see note 8(b)). As of March 31, 2012 the Company had issued 697,682 common shares for exercise of 809,104 make good warrants on a cashless basis. In addition, during the quarter ended June 30, 2012, the Company issued 107,375 common shares for exercise of 107,915 make good warrants on a cashless basis.

~~F-11~~7. IMPAIRMENT OF MINING RIGHTS

~~CHILE~~Except ~~MINING~~for ~~TECHNOLOGIES~~the ~~INC.~~mining ~~(Formerly~~sites ~~Latin~~currently ~~America~~being ~~Ventures~~exploited, ~~Inc.)~~all other ~~NOTES~~mining TOrights ~~INTERIM~~obtained ~~CONSOLIDATED~~by ~~FINANCIAL~~the ~~STATEMENTS~~Company ~~DECEMBER~~have 31been expensed, ~~2011~~since ~~(Amounts~~the Company ~~expressed~~currently inhas ~~U.S.~~no ~~Dollars)~~formal ~~(unaudited)~~plan to exploit these mineral rights.

~~The~~8(a) ~~Company~~DERIVATIVE ~~amortized~~FINANCIAL ~~deferred finance cost by $27,275 during the quarter ended December 31, 2011. Deferred finance costs outstanding as of December 31, 2011 is $126,682.~~ INSTRUMENTS

~~The~~Derivative ~~direct~~financial ~~financing~~instruments, ~~costs~~as ~~are~~defined ~~allocated~~in toFASB ~~the financial~~Accounting ~~instruments~~Standards Codification (~~redeemable~~“ASC”) ~~common~~815-10-15-83 ~~stock~~Derivatives and ~~warrants)~~Hedging, ~~based~~consist ~~upon~~of financial ~~their~~instruments ~~relative~~or other contracts that contain a notional amount and one ~~fair~~or ~~values~~more underlying (e.g. ~~Amounts~~interest ~~related~~rate, tosecurity ~~the~~price ~~warrants~~or ~~are~~other ~~recorded~~variable), require asno ~~deferred~~initial ~~finance costs~~net investment and ~~amortized~~permit ~~through~~net ~~charges~~settlement. toDerivative financial ~~interest~~instruments ~~expense~~may ~~over~~be ~~the~~free-standing ~~term~~or ofembedded ~~the arrangement~~in ~~using~~other ~~the~~financial instruments. ~~effective~~Further, ~~interest~~derivative ~~method~~financial ~~while~~instruments ~~amounts~~are ~~related~~initially, ~~to the~~and ~~common~~subsequently, ~~stock~~measured ~~directly~~at ~~offset~~fair ~~the~~value ~~carrying~~and ~~value~~recorded ofas ~~the~~liabilities ~~redeemable~~or, ~~common~~in ~~stock~~rare instances, assets.

8The 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 secured convertible debenture and warrant financing arrangements that are either (ci) ~~CONVERTIBLE~~not ~~PROMISSORY~~afforded ~~NOTE~~equity ~~AND~~classification ~~MAKE~~or ~~GOOD~~(ii) ~~WARRANT~~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 the financial statements.

~~HFG~~The ~~provided~~following ~~certain~~table ~~advisory~~summarizes ~~services to~~ the ~~Company~~components ~~in connection with the acquisition~~ of ~~Minera and~~ the ~~May 2010 Private Placement.~~derivative ~~Pursuant~~liabilities 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~~June ~~advisory agreement~~30, ~~HFG~~2012 ~~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 ~~the~~inception ~~HFG Note in the principal amount~~ of ~~$190,000 that accrues simple annual interest at a rate of 3%. The HFG Note is due and payable on~~ the ~~sooner~~instruments: of the closing of the 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 HFG 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.

				Inception
May 2010 Private Placement:		June 30, 2012		May 12, 2010
Investor warrants	$	-	$	1,519,144
Broker warrants		-		273,442
Credit facility warrants		-		523,440
Make Good warrants		-		131,891
Acquisition advisory fees:
Make Good warrants		-		62,176
Total derivative liabilities	$	-	$	2,510,093

At ~~the closing~~inception, ~~the~~warrants ~~Company~~were ~~was~~classified ~~also~~as ~~issued~~liabilities todue ~~HFG the HFG Make Good Warrant for the purchase up~~ to ~~985,104 shares of common stock. The terms of~~ the ~~HFG~~fact ~~Make~~that ~~Good~~they ~~Warrant~~were ~~are~~considered ~~identical~~not to ~~the~~be ~~terms~~indexed ~~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~~company’s own stock” and ~~were~~due ~~required~~ to be ~~classified~~the asfirm ~~liabilities~~registration ~~and~~rights ~~measured~~embodied atin ~~inception~~the ~~and~~agreements. anAt ~~ongoing~~March ~~basis at~~31, ~~fair~~2012 ~~value.~~all ~~The~~variability ~~fair~~and ~~value~~rights ofresulting ~~the~~in ~~Make~~liability ~~Good~~classification ~~Warrants was determined using the~~were ~~Black-Scholes-Merton~~removed ~~valuation~~and ~~technique over~~ the ~~term~~instruments towere ~~contractual expiration.~~re-measured Inand ~~applying~~reclassified ~~this technique we were required~~ to ~~develop certain subjective assumptions which are listed in more detail below~~equity.

The ~~fair~~following ~~value~~table ofsummarizes the ~~HFG~~common ~~Note~~shares ~~was~~indexed ~~estimated~~to ~~based upon~~ the ~~present~~derivative ~~value~~instruments ~~of its future cash flows, using credit risk adjusted rates,~~ as ~~enhanced~~ ~~by the fair value~~ of ~~the~~June ~~ECF. Since the Company does not have an established credit rating~~30, ~~the~~2012 ~~credit risk adjusted yield of 15.51% was determined by reference to comparable instruments in public markets~~ and ~~industry-specific~~ ~~risk.~~inception ~~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 followsinstruments:

F-12

CHILE MINING TECHNOLOGIES INC. (Formerly Latin America Ventures, Inc.) NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTSJune ~~STATEMENTS DECEMBER 31~~30, ~~2011~~ 2012(Amounts expressed in U.S. Dollars) (unaudited)

		Assumption
			Inception
Linked common shares		68,345
May 2010 Private Placement:		June 30, 2012	May 12, 2010
Stock price	$	2.78
Investor warrants		-	1,044,803
Expected life (years)		4.00
Broker warrants		-	188,062
Volatility (based on peers)		58.24%-63.55%
Credit facility warrants		-	360,000
Risk adjusted yield		15.51%-16.94%
Make Good warrants		-	47,597
Risk adjusted interest rate		1.52%- 1.65%
Acquisition advisory fees:
Make Good warrants		-	22,438
		-	1,662,900

~~The~~Make ~~advisory~~Good ~~fee~~warrants ~~expense~~indexed ~~was~~to ~~determined~~1,537,349 ~~based~~shares ~~upon~~of ~~the~~common ~~fair~~stock ~~value~~vested ofwhen the ~~HFG~~Company ~~Note~~did ~~and~~not meet the ~~HFG~~performance condition as of March 31, 2011 and additional Make Good ~~Warrants.~~warrants Inindexed ~~accordance~~to ~~with~~1,537,349 ~~APB~~shares ~~14,~~of common stock vested when the ~~premium~~Company ondid not meet the ~~HFG~~March ~~Note~~31, ~~representing~~2012 ~~the~~performance condition. ~~difference~~At ~~between~~March ~~the~~31, ~~fair~~2012 ~~value~~ all variability and ~~the~~rights ~~face~~resulting ~~value~~in ofliability classification ~~the~~were ~~note,~~removed ~~was~~and ~~recorded~~the toinstruments ~~additional~~were ~~paid~~remeasured inand ~~capital.~~reclassified to equity

~~The~~8(b) ~~following~~MAY ~~table~~2010 ~~illustrates~~PRIVATE ~~the initial allocation:~~ PLACEMENT

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

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 common stock, and (iii) Make Good Warrants to purchase up to an aggregate of 2,089,593 shares of 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 180^thday following the Final Closing Date or the 5^thtrading 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, the Company is required to classify the common stock outside of stockholders’ equity as redeemable common stock. At March 31, 2012 the Company reclassified these securities to permanent equity due to the fact that the registration requirement had been met.

~~Fair~~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 also agreed to issue Make Good warrants to investors to purchase up to an aggregate amount of 2,089,593 shares of its common stock at an exercise price of $0.01 per share which became exercisable when the Company did 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 was not met, such aggregate number of Make Good warrants became exercisable equal to the amount by which the Company’s actual net income was less than the applicable financial target, divided by the financial target, and multiplied by 50% of the total warrant shares underlying the warrant agreement. 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. ~~Disclosures:~~As of March 31, 2012 the Make Whole warrants were no longer contingently exercisable and the registration rights agreement had been fulfilled. Accordingly, at March 31, 2012, the warrants met the 8 conditions for equity classification provided in ASC 815-40 and were revalued and reclassified to equity.

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.13

~~The~~CHILE ~~warrants~~MINING ~~were~~TECHNOLOGIES ~~valued~~INC.(Formerly ~~using the Black-Scholes-Merton~~Latin ~~technique~~America Ventures, ~~and the Company estimated (i~~Inc.)NOTES ~~the~~TO ~~expected~~INTERIM ~~term~~CONSOLIDATED ~~as equal to the~~FINANCIAL ~~remaining~~STATEMENTSJune ~~term on the warrant~~30, 2012(~~ii)~~Amounts ~~the~~expressed ~~volatility,~~in ~~based upon a reasonable peer~~U.S. ~~group,~~ Dollars)(~~iii~~unaudited) ~~the risk free rate as the published rate for zero coupon government securities with terms consistent with the expected term.~~

~~Information~~The ~~and~~total ~~significant~~basis ~~assumptions~~in ~~embodied~~the infinancing ~~our~~was ~~warrant~~allocated first to ~~valuations~~derivative ~~(including~~instruments, ~~ranges~~required ~~for~~to ~~certain~~be ~~assumptions)~~classified as ofliabilities ~~December~~with ~~31, 2011~~the ~~are~~remaining ~~illustrated~~basis inbeing allocated to the ~~following~~common ~~tables:~~stock

	Fair value	Closing	Make Good
	hierarchy	Warrants	warrants
Warrants to purchase common stock:
Stock price (1)	(2)	$2.00	$2.00
Strike price	n/a	$3.61	$0.01
Volatility (2)	(2)
Range of volatilities		62.77% - 99.65%	62.77% - 99.65%
Equivalent volatility		73.32%	73.32%
Term (years) (3)	(3)	2.62	2.62
Risk-free rate (2)	(2)
Range of risk free rates		0.02% -0.42%	0.02% -0.42%
Equivalent risk free rate		0.15%	0.15%
Dividends	n/a	--	--

The following table illustrates the initial allocation:

F-13

					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

~~CHILE~~The ~~MINING~~Company ~~TECHNOLOGIES~~amortized ~~INC.~~deferred ~~(Formerly~~finance ~~Latin~~cost ~~America~~by ~~Ventures~~$27,275 ~~Inc.)~~during the ~~NOTES~~quarter TOended ~~INTERIM~~June ~~CONSOLIDATED~~30, ~~FINANCIAL~~2012. ~~STATEMENTS~~Deferred ~~DECEMBER~~finance 31costs outstanding as of June 30, ~~2011~~2012 ~~(Amounts~~relating ~~expressed~~to inthis ~~U.S.~~financing ~~Dollars)~~is ~~(unaudited)~~$ 81,043.

~~Fair~~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 ~~hierarchy:~~of the redeemable common stock.

(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 June 30, 2011 as input into the model which is a Level 1 input.
(2)	Level 2 inputs are inputs other than quoted prices that are observable. The Binomial Lattice model provides for multiple assumptions related to volatility and risk free rate over the remaining term of the warrants. The equivalents or averages of these assumptions are also provided above. We use the current published yields for zero-coupon US Treasury Securities for our risk free rate. We did not have a historical trading history sufficient to develop an internal volatility rate for use in the Binomial Lattice 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.

8(c)

CONVERTIBLE PROMISSORY NOTE AND MAKE GOOD WARRANT

~~Estimating~~HFG ~~fair~~provided ~~values~~certain ofadvisory ~~derivative~~services ~~financial~~to ~~instruments~~the Company in ~~requires~~connection with the ~~development~~acquisition of ~~significant~~Minera and ~~subjective~~the ~~estimates~~May 2010 Private Placement. Pursuant to an advisory agreement that ~~may~~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 ~~are~~matters ~~likely~~related to the operating a U.S. domiciled public company. Under the terms of the advisory agreement, ~~change~~HFG ~~over~~was entitled to receive a cash payment of $450,000 at the ~~duration~~closing of the ~~instrument~~reverse ~~with~~acquisition ~~related~~of ~~changes~~Minera. In lieu of such incash ~~internal~~payment, HFG agreed to accept a cash payment of $260,000 and ~~external~~the ~~market~~HFG ~~factors.~~Note in Inthe ~~addition~~principal amount of $190,000 ~~option-based~~that ~~techniques~~accrues simple annual interest at a ~~are~~rate ~~highly~~of ~~volatile~~3%. The HFG Note is due and ~~sensitive~~payable toon ~~changes~~the insooner of the ~~trading~~closing ~~market~~of ~~price~~the next equity financing (including the receipt of ~~our~~additional funds by the Company ~~common~~from ~~stock,~~any ~~which~~subsequent ~~has~~closing aof ~~high~~the ~~estimated~~May ~~volatility.~~12 ~~Since~~private ~~derivative~~placement) ~~financial~~or the 180th day ~~instruments~~following ~~are~~the ~~initially~~date ~~and~~of ~~subsequently~~its ~~carried~~issuance. In addition, at ~~fair~~any ~~values,~~time ~~our~~that ~~income~~the HFG Note ~~will~~remains ~~reflect~~outstanding, ~~the~~it ~~volatility~~may inbe ~~these~~converted ~~estimate~~at ~~and~~HFG’s ~~assumption~~option ~~changes.~~into shares of our common stock at a conversion price of $2.78.

~~The following table summarizes the changes in fair values of our derivative liabilities, which are reflected in income, during the three months ended December 31, 2011 and 2010:~~ 14

		Three months ended December 31,
		2011			2010
May 2010 Private Placement:
Investor warrants	$			$	223,588
Broker warrants					40,245
Credit facility warrants		-			77,040
Make Good warrants		(1,185,111	)		(224,405	)
Acquisition advisory fees:					--
Make Good warrants		(558,700	)		(105,796	)
Total derivative (expense) income	$	(1,743,811	)	$	10,672

The ~~following~~Company ~~represents~~has aevaluated ~~reconciliation~~the terms and conditions of the ~~changes~~HFG Note inunder ~~our derivatives~~the guidance of ASC 815, Derivatives and ~~the~~Hedging. The embedded conversion feature (“ECF”) is an equity-linked feature that is not clearly and closely related ~~changes~~to inthe ~~fair~~risks ~~value~~of onthe ahost ~~recurring~~debt ~~basis~~instrument. ~~using~~However, current ~~significant~~accounting ~~unobservable~~standards ~~inputs~~afforded ~~(Level~~an 3)exemption ~~during~~to bifurcation of the ~~nine~~ECF ~~months~~because ~~ended~~it is ~~December~~both indexed to the Company’s own stock and otherwise met the definition of ~~31,~~Conventional ~~2011:~~Convertible based upon the fixed conversion price.

Balances at March 31, 2011	$	5,866,285
Fair value adjustments		968,659
Balances at December 31, 2011	$	6,834,944

At the closing, the Company had also issued to HFG the HFG Make Good Warrant for the purchase of up to 985,104 shares of common stock. 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. As of June 30, 2012, HFG had exercised warrants for 492,552 common shares.

9The fair value of the HFG 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. ~~SEGMENT~~Since ~~INFORMATION~~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:

As at December 31, 2011 the Company operated in one reportable segment, being the exploration for and the development of mining rights in the Republic of Chile.

		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%

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

~~CHILE~~On ~~MINING~~May ~~TECHNOLOGIES~~8, ~~INC.~~2012, the Company also entered Loan Repayment Agreements (~~Formerly~~the ~~Latin~~“Repayment ~~America~~Agreements”) ~~Ventures,~~with ~~Inc~~HBG ( “Lender”). Pursuant to the Repayment Agreements, Lender agreed that the Company is entitled to defer payment, and the Lender shall not demand payment, of any amounts due under certain loans made by the Lender to the Company, and the Lender shall not commence the exercise of any remedies it may have against the Company or any of its assets arising out of the Company’s breach of its obligations under the loans until the later of: (i) ~~NOTES~~twelve TO(12) ~~INTERIM~~months ~~CONSOLIDATED~~from ~~FINANCIAL~~the ~~STATEMENTS~~date ~~DECEMBER~~of 31closing of the transactions contemplated by the Purchase Agreement, ~~2011~~and (~~Amounts~~ii) ~~expressed~~such time as the Company reports positive net income in quarterly or annual financial statements filed with the U.S. ~~Dollars)~~Securities ~~(unaudited)~~and Exchange Commission. Notwithstanding the foregoing, the deferment shall be operative only so long as any Notes remain outstanding.

~~10.~~The ~~CAPITAL~~following ~~MANAGEMENT~~table illustrates the initial allocation:

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to maintain its daily operations. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain the future development of the business.

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

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. The Company upon approval from its Board of Directors will balance its overall capital structure through new share issues or by undertaking other activities as deemed appropriate under the specific circumstances. As such, the Company is dependent on external financing to fund its daily operations. In order to procure materials and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed.15

~~Management~~CHILE ~~reviews~~MINING ~~its~~TECHNOLOGIES ~~capital~~INC.(Formerly ~~management approach on an~~Latin ~~ongoing~~America ~~basis and believes that this approach~~Ventures, ~~given~~Inc.)NOTES ~~the~~TO ~~foregoing~~INTERIM ~~paragraph~~CONSOLIDATED ~~and~~FINANCIAL ~~the~~STATEMENTSJune ~~relative~~30, ~~size~~2012(Amounts ofexpressed ~~the~~in ~~Company, is reasonable~~U.S. Dollars)(unaudited)

~~There~~9. ~~were~~SECURED noCONVERTIBLE ~~changes in the Company’s approach to capital management during the quarter ended December 31, 2011.~~NOTES

~~11.~~$3,135,000 ~~INVENTORY~~Face Value Secured Convertible Notes

~~The~~On ~~quantity~~May of8, ~~material~~2012, inthe ~~ore~~Company onentered into a Securities Purchase Agreement (the ~~leach~~“Purchase ~~pad~~Agreement”) iswith ~~based~~certain onaccredited investors (the ~~surveyed~~“Investors”), ~~volumes~~pursuant ofto ~~mined~~which ~~material.~~the ~~Sampling~~Company agreed to issue and ~~assaying~~sell ~~determine~~to the ~~estimated~~Investors ~~amount~~(i) up to $3.5 million of ~~copper~~eleven ~~contained~~percent in(11%) ~~material~~secured ~~delivered~~convertible notes (the “Notes”) and warrants to purchase the ~~leach~~Company’s ~~pad~~common stock. AsThe atNotes ~~December~~and 31warrants were issued in two tranches. The first tranche issued on May 8, ~~2011~~2012 contained (i) Notes in the aggregate original principal amount of $2,120,000 ~~copper~~and (ii) Investor Warrants to purchase an aggregate of 530,000 shares of Common Stock, for aggregate gross proceeds of $2,120,000. The second tranche issued on June 7, 2012 contained (i) Notes in ~~material~~the ~~delivered~~aggregate original principal amount of $1,015,000 and (ii) Investor Warrants to ~~the~~purchase an aggregate of ~~leach~~507,500 ~~pad~~shares isof atCommon aStock, ~~level~~for aggregate gross proceeds of $1%,015,000.~~Expected~~ ~~copper~~The notes ~~recovery~~are ~~rates~~payable ~~are~~quarterly ~~determined using~~in ~~small-scale~~arrears ~~laboratory~~on ~~tests~~March 31, ~~historical~~June ~~trends~~30, September 30 and ~~other~~December ~~known~~31, ~~factors~~with the initial payment due on September 30, ~~including~~ ~~mineralogy~~2012. ofThe ~~the~~Notes mature ~~ore~~on ~~and~~May ~~rock~~8, ~~type~~2017. The ~~ultimate~~notes ~~recovery~~are convertible at the option of ~~copper~~the holder at ~~contained~~any intime ~~leach~~on ~~stockpiles~~or ~~can~~prior ~~vary~~to ~~from~~the Maturity Date into shares of Common Stock at a conversion ~~very~~price ~~low~~of ~~percentage~~$2.00 per share (subject to ~~over~~appropriate 90adjustments for any ~~percent~~stock ~~depending~~dividend, onstock ~~several~~split, ~~variables~~stock combination, ~~including~~reclassification ~~type~~or similar transaction after the issuance date). The Investor Warrants have a strike price of ~~processing~~$2.00 per share (subject to appropriate adjustments for any stock dividend, ~~metallurgical~~stock ~~processes~~split, ~~and~~stock ~~mineralogy~~combination, reclassification or similar transaction after the issuance date). AsThe atInvestor ~~December~~Warrants 31are immediately exercisable, ~~2011~~on ~~the~~a ~~current~~net ~~ultimate~~exercise ~~recovery~~or ~~copper~~cashless ~~has~~basis, ~~been~~and ~~estimated~~have ata ~~80%~~term of five years.

~~12.~~Accounting ~~SUNDRY~~for ~~ASSETS~~the ~~AND~~Financing: ~~OTHER RECEIVABLES~~

		December 31,2011		March 31,2011
Employee advances	$	115,080	$	18,220
Deferred rent		229,739		156,865
Deposit for production materials		-		104,857
	$	344,819	$	279,942

The Company has evaluated the terms and conditions of the convertible notes and warrants under the guidance of ASC 815, Derivatives and Hedging. The conversion features meet the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a limitation on the number of shares issuable under the arrangement. The notes are convertible into a fixed number of shares and there are no down round protection features contained in the contracts. Since the convertible notes achieved the conventional convertible exemption, the Company was required to consider whether the hybrid contracts embody a beneficial conversion feature. The calculation of the effective conversion amount did not result in a beneficial conversion feature. Additionally, the warrants did not contain any terms or feature that would preclude equity classification.

InThe ~~November~~purchase ~~2010,~~price ~~the~~allocation ~~Company~~for ~~signed~~the aconvertible ~~ten year lease for~~notes ~~operating~~resulted ~~two properties~~ in ~~Arica, Republic of Chile. The Company is obligated to pay~~ a ~~total~~debt ~~monthly~~discount ~~rent~~ of $321,~~051~~143,154. ~~for~~The ~~the~~discount ~~first~~on 12the ~~months~~notes ~~(Chilean 15 million Pesos) which~~ will be ~~adjusted and offset with future royalty payments.~~ ~~The~~amortized ~~Royalty~~through ~~established~~periodic ~~will~~charges ~~be equivalent~~ to ~~ten~~interest ~~percent~~expense ofover the ~~net~~term ~~value~~ of the debenture ~~ore~~using ~~to be extracted and sold, metallic or nonmetallic, taking as reference~~ the ~~rates~~effective ~~established~~interest ~~by ENAMI monthly~~method. ~~However,~~Imputed ~~the~~interest ~~Company,~~expense ~~at its full cost,~~amounted ~~may install a plant~~ to ~~process~~$29,842 during the ~~ore~~three ~~extracted.~~month ~~The~~period ~~royalty~~ended ~~will~~June ~~be paid monthly~~30, ~~starting~~2012. inIn ~~month~~addition, amortization ~~thirteen counted from the signing~~ of ~~the~~deferred ~~contract. All~~finance ~~direct~~charges ~~and~~amounted ~~indirect expenses related~~ to ~~the program of exploration~~$17, ~~conceptual~~833 ~~study~~for ~~and feasibility study will be at~~ the ~~total~~three ~~and exclusive charge~~month ofperiod ~~the~~ended ~~Company~~June ~~and~~30, ~~not~~2012. ~~adjustable~~The ~~with~~purchase ~~the~~price ~~rent~~allocation oris ~~royalty.~~as follows:

F-15

		Inception
Net proceeds	$	2,520,606
Carrying value (fair value of debt component)		(1,991,846	)
Paid in capital (warrants)		(1,143,154	)
Financing fees		614,394

~~CHILE MINING TECHNOLOGIES INC. (Formerly Latin America Ventures, Inc.) NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2011 (Amounts expressed in U.S. Dollars) (unaudited)~~16

13CHILE MINING TECHNOLOGIES INC.(Formerly ~~DEPOSITS~~Latin America ~~AND~~Ventures, ~~OTHER~~Inc.)NOTES ~~ASSETS~~TO INTERIM CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2012(Amounts expressed in U.S. Dollars)(unaudited)

		December 31, 2011		March 31,2011
Investment in San Daniel	$	287,653	$	314,571
Value added taxes (“VAT”)		353,885		433,175
Equipment deposit		-		184,545
	$	641,539	$	932,291

Significant assumptions included in the MSC valuation technique to determine the fair value of the debt component were as follows:

Deposits and other assets includes VAT for $353,885 (March 31, 2011: $433,175) as applicable to the laws in Chile, which the Company will apply for refund from the Government of Chile.

		Assumption
Linked common shares		1,037,500
Stock price	$	2.20
Expected life (years)		5.00
Volatility (based on peers)		58.43%-83.82%
Risk adjusted interest rate		0.15%-0.77%

1410. ~~LOAN~~SEGMENT ~~FROM NON RELATED PARTY~~INFORMATION

~~During~~As ~~the~~at ~~quarter ended~~ June 30, ~~2011,~~2012 the Company ~~received~~operated ~~a loan~~in ~~from~~one ~~a non-related party for $500~~reportable segment,~~000.~~ ~~This~~being ~~loan~~the isexploration ~~free~~for ~~of interest~~ and ~~payable~~ ~~in six monthly equal installments commencing six months after~~ the ~~receipt~~ development of ~~loan.~~mining ~~The~~rights ~~Company will be obligated to pay interest at 10% per annum~~ in the Republic ~~event~~ of ~~default~~Chile.

1511. ~~COMMITMENTS~~CAPITAL MANAGEMENT

The ~~company~~Company ismanages ~~committed~~its tocapital ~~supply~~structure ~~100MT~~and ofmakes ~~cathodes per month~~adjustments to ait, ~~customer~~based ~~for~~on athe ~~period~~funds ofavailable 12to ~~months~~the ~~for~~Company, ain ~~total~~order ofto ~~1,200MT~~maintain ~~commencing May,~~its ~~2011~~daily operations. The ~~selling~~Board ~~prices~~of ~~are~~Directors ~~based~~does onnot ~~London~~establish ~~metal~~quantitative ~~prices less 8% commission.~~return ~~Any~~on ~~short~~capital ~~supply~~criteria ~~will~~for bemanagement, ~~carried~~but ~~forward~~rather torelies ~~next~~on ~~month until~~ the ~~supply~~expertise of ~~1,200MT~~ ~~is complete. The~~ the Company’s ~~did~~management ~~not~~to ~~supply~~sustain ~~any~~the ~~cathodes~~future asdevelopment of ~~December~~the ~~31, 2011~~business.

16The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. ~~FAIR~~The ~~VALUE~~Company OFupon ~~FINANCIAL~~approval ~~INSTRUMENTS~~from ~~AND~~its ~~RISK~~Board of Directors ~~FACTORS~~will balance its overall capital structure through new share issues or by undertaking other activities as deemed appropriate under the specific circumstances. As such, the Company is dependent on external financing to fund its daily operations. In order to procure materials and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed.

~~The~~Management ~~fair~~reviews ~~value~~its ofcapital amanagement ~~financial~~approach ~~instrument~~on ~~is the estimated~~an ~~amount~~ongoing ~~that~~basis ~~the~~and ~~Company~~believes ~~would~~that ~~receive~~this orapproach, ~~pay~~given ~~to settle~~ the ~~financial~~foregoing ~~assets~~paragraph and ~~financial liabilities as at~~ the ~~reporting~~relative ~~date.~~size ~~The book value~~ of ~~sundry~~the ~~assets and other receivables~~Company, ~~deposits~~is ~~and other assets, accounts payable and accrued liabilities, and due to related party approximate fair values at the balance sheet dates~~reasonable.

~~The~~There ~~fair~~were ~~value~~no ofchanges in the ~~long-term~~Company’s ~~debt~~approach ~~has~~to ~~been estimated by~~capital ~~discounting~~management ~~future~~during ~~cash~~the ~~flows~~quarter atended aJune ~~rate~~30, ~~offered for debt of similar maturities and credit quality~~2012.

~~All financial instruments except for derivative financial instruments and cash and cash equivalent are classified as level 3~~12. ~~Both cash and cash equivalents and derivative financial instruments are classified as level 1.~~ INVENTORY

FThe quantity of material in ore on the leach pad is based on surveyed volumes of mined material. Sampling and assaying determine the estimated amount of copper contained in material delivered to the leach pad. As at June 30, 2012 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-16scale 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 June 30, 2012 the amount of inventory on balance sheet represents supplies inventory only.

~~CHILE MINING TECHNOLOGIES INC~~13. ~~(Formerly~~SUNDRY ~~Latin~~ASSETS ~~America~~AND ~~Ventures,~~OTHER ~~Inc.) NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2011 (Amounts expressed in U.S. Dollars) (unaudited)~~RECEIVABLES

16. FAIR VALUE OF FINANCIAL INSTRUMENTS AND RISK FACTORS-Cont’d

		June 30,2012			March 31,2012
Employee and other advances	$	36,362		$	3,940

		December 31, 2011				March 31, 2011
		Carrying				Carrying
Assets/Liabilities		Value		Fair Value		Value		Fair Value
Cash and cash equivalents	$	-	$	-	$	437,124	$	437,124
Sundry assets and other receivables	$	344,819	$	344,819	$	279,942	$	279,942
Accounts payable and accrued liabilities	$	1,262,065	$	1,262,065	$	1,269,259	$	1,269,259
Due to related party	$	1,521,234	$	1,521,234	$	1,381,490	$	1,381,490

~~The~~CHILE ~~following~~MINING ~~table~~TECHNOLOGIES ~~summarizes~~INC.(Formerly ~~the components of the derivative~~Latin ~~liabilities~~America ~~as of December 31~~Ventures, ~~2011~~Inc.)NOTES ~~and~~TO ~~inception~~INTERIM ofCONSOLIDATED ~~the instruments. These~~FINANCIAL ~~financial~~STATEMENTSJune ~~instruments~~30, ~~are~~2012(Amounts ~~measured~~expressed atin ~~fair value at Inception and as of December~~U.S. ~~31,~~Dollars)(unaudited) ~~2011:~~

				Inception
May 2010 Private Placement:		December 31, 2011		May 12, 2010
Investor warrants	$	607,031	$	1,519,144
Broker warrants		109,264		273,442
Credit facility warrants		-		523,440
Make Good warrants		4,158,292		131,891
Acquisition advisory fees:
Make Good warrants		1,960,357		62,176
Total derivative liabilities	$	6,834,944	$	2,510,093

14.

DEPOSITS AND OTHER ASSETS

Interest rate risk

		June 30, 2012		March 31,2012
Navidad (Arica) project	$	401,856	$	560,000
Narnia project		71,881
Value added taxes (“VAT”)		421,171		376,638
Equipment deposit		64,621		66,101
	$	959,529	$	1,002,739

In November 2010, Minera signed a ten year lease with an option to purchase for two properties owned by Mr. Santiago Lay in Arica, Republic of Chile. Minera would be obligated to pay a total monthly rent of $32,051 for the first 12 months (15 million Chilean Pesos) which will be adjusted and offset with future royalty payments. The ~~company’s~~Royalty ~~exposure~~established was equivalent to ~~interest~~ten percent ~~rate~~of ~~fluctuations~~the isnet value of the ore to be extracted and sold, metallic or nonmetallic, taking as reference the rates established by ENAMI monthly. However, Minera, at its full cost, considered installing a plant to process the ore extracted. The royalty was to 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 Minera and not adjustable with the ~~significant~~rent or royalty.

~~Credit~~Minera ~~risk~~only paid two months of the actual minimum rent and therefore failed to deliver on the remaining balance owed on the purchase of the property. As a result of this agreement lapsing, the option to purchase this property was nullified and subsequent to the year end Minera let this agreement lapse. On May 19, 2012, Minera signed an agreement with Santiago Lay releasing it from any liabilities and future payments due from this agreement. With this agreement, Mr. Lay agreed to repay deposits paid by Minera as well as provide partial compensation for the work and studies performed on this property to a maximum of $560,000. Minera and Mr. Lay agreed to use this compensation to repay Minera’s loan of $500,000 with interest of $60,000 payable to Exportadora e Importadora Bengolea (Bengolea). In accordance with the final contract, Mr. Lay is currently repaying this loan directly to Bengolea.

~~Financial~~On ~~instruments~~June ~~that~~28, ~~potentially~~2012 ~~subject~~Minera contracted with Narnia Uno Al Las Veinte to acquire 90 hectares of mining property located in the ~~Company~~Commune of Illapel for a total purchase price of $222,000 (CLP112, 000,000). All rights to ~~concentrations~~the property belonged to the seller and the property was properly registered under the Conservatory of ~~credit~~Mines ~~risk~~of ~~consist~~the ~~principally~~City of ~~amounts~~Illapel ~~receivable~~(ROL #43011253-8). ~~The~~All ~~Company~~properties isand ~~not~~rights ~~exposed~~will transfer from seller to ~~material~~buyer ~~losses~~provided onprice ~~its~~of ~~accounts~~CLP 112,000,000 ~~receivable~~is met. As of June 30, 2012, Minera had made payments totaling $64,000 (CLP 32,000,000 ) toward the purchase price and ~~future~~incurred an additional ~~revenues~~$7,881 expenses related to the acquisition. Additional monthly payments will be made through February 2013 to complete the sale.

~~Commodity~~Value ~~price~~added ~~risk~~tax balance represents net VAT recoverable which may be refunded or applied toward future corporate tax liability.

~~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~~15. ~~The~~LOAN ~~Company~~FROM ~~does~~NON ~~not~~RELATED ~~currently use derivative financial instruments to reduce its exposure to commodity price risk.~~ PARTY

~~Liquidity~~During ~~risk~~the year ended March 31, 2012, Minera received a loan from Exportadora e Importadora Bengolea (Bengolea), a non-related party for $500,000 for additional working capital. This loan is free of interest and payable in six monthly equal installments commencing six months after the receipt of loan. Minera will be obligated to pay interest at 10% per annum in the event of default. The Company defaulted on the loan and in settlement of the $500,000, Bengolea agreed to accept a one-time payment of interest of $60,000. On May 19, 2012 Minera finalized an agreement between one of its debtors and Bengolea that released Minera from this loan through repayment of the loan with accrued interest (refer to Note 14).

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. 18

~~Foreign~~CHILE ~~currency~~MINING ~~risk~~TECHNOLOGIES INC.(Formerly Latin America Ventures, Inc.)NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2012(Amounts expressed in U.S. Dollars)(unaudited)

~~The Company is exposed to foreign currency risk as substantially all of the Company’s cash is denominated in Chilean Pesos~~16. ~~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.~~ COMMITMENTS

FDuring the year ended March 31, 2012, the Company received a loan from Exportadora e Importadora Bengolea (Bengolea), a non-17related party for $500,000 for additional working capital. Associated with this loan, the company was committed to supply 100MT of cathodes per month to a customer for a period of 12 months for a total of 1,200MT commencing May, 2011. The selling prices are based on London metal prices less 8% commission. Any short supply will be carried forward to next month until the supply of 1,200MT is complete. As of March 31, 2012, the Company did not supply any cathodes and since the production from the Ana Maria plant was significantly limited Bengolea agreed to void the loan conditions for a full refund of their money plus a one-time payment of interest of $60,000. On May 19, 2012 the Company finalized an agreement between one of its debtors and Bengolea that released the Company from this loan through repayment of the loan with accrued interest (refer to Note 14).

~~CHILE MINING TECHNOLOGIES INC~~17. ~~(Formerly~~FAIR ~~Latin~~VALUE ~~America~~OF ~~Ventures, Inc.) NOTES TO INTERIM CONSOLIDATED~~ FINANCIAL ~~STATEMENTS~~INSTRUMENTS ~~DECEMBER~~AND ~~31,~~RISK ~~2011 (Amounts expressed in U.S. Dollars) (unaudited)~~FACTORS

17The 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. ~~SUBSEQUENT~~The ~~EVENTS~~book value of sundry assets and other receivables, deposits and other assets, accounts payable and accrued liabilities, and due to related party approximate fair values at the balance sheet dates.

InThe ~~connection~~fair ~~with~~value ~~the~~of ~~Company's May 12, 2010 private placement,~~ the ~~Company~~long-term ~~issued~~debt tohas ~~the~~been ~~investors~~estimated ~~and its advisors "make-good warrants" to purchase~~by updiscounting tofuture ancash ~~aggregate~~flows ~~of 3,074,697 shares of the Company's common stock~~ at ~~an exercise~~a ~~price~~rate ofoffered ~~$0.01~~for ~~per~~debt share, with the "make good" warrants becoming exercisable only if the Company does not meet certain financial performance targets in fiscal 2011 and 2012. The “make good” provisions established minimum net income thresholds of ~~$14,382,102~~similar ~~and $15,179,687 for the 2011 and 2012~~maturities ~~fiscal years, respectively. In August 2011, the Company determined that it had not met the financial performance target for 2011~~ and ~~announced~~credit ~~that the investors and advisors were entitled to exercise 50% of their respective "make-good" warrants~~quality. ~~As of February 20, 2012 the Company has issued 697,682 shares upon exercise of the vested make good warrants, all of which were issued in 2012.~~

~~F-18~~All financial instruments except for derivative financial instruments and cash and cash equivalent are classified as level 3. Both cash and cash equivalents and derivative financial instruments are classified as level 3.

Special Note Regarding Forward Looking Statements

		June 30, 2012				March 31, 2012
		Carrying				Carrying
Assets/Liabilities		Value		Fair Value		Value		Fair Value
Cash and cash equivalents	$	1,018,579		1,018,579	$	300		300
Restricted cash	$	344,850	$	344,850	$	-		-

Sundry assets and other receivables	$	36,362	$	36,362	$	3,940	$	3,940
Accounts payable and accrued liabilities	$	1,478,523	$	1,478,523	$	1,721,650	$	1,721,650
Due to related party	$	1,891,485	$	1,891,485	$	1,838,836	$	1,838,836
Loan from related party	$	712,505	$	712,505	$	548,938	$	548,938

Loan from non related party	$	401,856	$	401,856	$	560,000	$	560,000

Convertible promissory note	$	190,000	$	190,000	$	190,000	$	190,000

Promissory notes	$	2,051,727	$	2,051,727	$	2,2022,809	$	2,2022,809

Secured convertible notes	$	2,021,688	$	2,021,688		-		-

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. 19

~~Readers~~CHILE ~~are~~MINING ~~urged~~TECHNOLOGIES ~~to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC~~INC.(Formerly ~~These~~Latin ~~reports~~America ~~attempt to advise interested parties of the risks and factors that may affect our business~~Ventures, ~~financial condition and results of operations and prospects~~Inc.)NOTES ~~The~~TO ~~forward-looking~~INTERIM ~~statements~~CONSOLIDATED ~~made in this report speak only as of~~FINANCIAL ~~the~~STATEMENTSJune ~~date hereof and we disclaim any obligation to provide updates~~30, ~~revisions~~2012(Amounts ~~or amendments~~expressed ~~to any forward-looking statements to reflect changes~~ in ~~our~~U.S. ~~expectations~~Dollars)(unaudited) ~~or future events.~~

~~Use~~Interest ofrate ~~Certain~~risk ~~Defined Terms~~

~~Except~~The ascompany’s ~~otherwise~~exposure ~~indicated~~to byinterest ~~the~~rate ~~context,~~fluctuations ~~references~~is innot ~~this~~significant. ~~report to:~~

~~the~~Credit ~~“Company,”~~risk ~~“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”~~Financial ~~are~~instruments that potentially subject the Company to concentrations ~~Chile~~of ~~Mining~~credit ~~Technologies~~risk ~~Inc~~consist principally of amounts receivable., aThe Company ~~Nevada~~is ~~corporation;~~not exposed to material losses on its accounts receivable and future revenues.

~~“Minera”~~Commodity ~~are~~price torisk ~~Sociedad Minera Licancabur, S.A., a Chilean company;~~

~~“Chile”~~The ability of the Company to develop its properties and ~~“Chilean”~~the future ~~are~~profitability of the Company is directly related to the ~~Republic~~market price of certain ~~Chile;~~minerals. The Company does not currently use derivative financial instruments to reduce its exposure to commodity price risk.

~~“Peso”~~Liquidity ~~are~~risk ~~to the Chilean peso, the legal currency of Chile;~~

~~“U.S.~~The ~~dollar,”~~Company’s ~~“$”~~exposure ~~and~~to ~~“US$”~~liquidity ~~are~~risk tois ~~the~~dependent ~~legal~~on ~~currency~~the collection of amounts receivable and the ~~United~~ability to raise funds to meet purchase ~~States;~~commitments and to sustain operations. The company controls its liquidity risk by managing working capital and cash flows.

~~“MT”~~Foreign ~~are~~currency torisk ~~metric tons~~

~~“SEC”~~The ~~are~~Company is exposed to foreign currency risk as substantially all of the ~~Securities~~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 ~~Exchange~~deferred ~~Commission;~~exploration expenditures are incurred in Chilean Pesos.

~~“Securities~~18. ~~Act”~~RESTRICTED ~~are to the Securities Act of 1933, as amended, and “Exchange Act” are to the Securities Exchange Act of 1934, as amended;~~ CASH

On May 8, 2012, the Company entered into a Securities Purchase Agreement (the “~~Exploration~~Purchase Agreement”) ~~means~~with certain accredited investors (the “Investors”), ~~process~~pursuant to which the Company agreed to issue and sell to the Investors (i) up to $3.5 million of ~~locating~~eleven ~~commercially~~percent ~~viable~~(11%) secured convertible ~~concentrations~~notes (the “Notes”), which mature on the five year anniversary of ~~minerals~~the date of issuance and shall be convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at $2.00 per share (subject to adjustment) ~~mine;~~and (ii) warrants (the “Investor Warrants,” and together with the Notes, the “Securities”) to purchase such number of shares of Common Stock equal to fifty percent (50%) of the number of shares of Common Stock that the Notes purchased by the Investors may be convertible into, at an exercise price of $2.00 per share (subject to adjustment).

~~“Exploitation”~~On ~~means~~May 8, 2012, the ~~act~~Company completed an initial closing pursuant to the Purchase Agreement in which the Company issued and sold to Investors (i) Notes in the aggregate original principal amount of ~~extracting~~$2,120,000 aand (ii) ~~mineral~~Investor ~~resource~~Warrants ~~from~~to ~~source~~initially purchase an aggregate of 530,000 shares of ~~material.~~Common Stock, for aggregate gross proceeds of $2,120,000.

2On June 7, 2012, the Company completed its second and final closing pursuant to the Purchase Agreement in which the Company issued and sold to investors (i) Notes in the aggregate original principal amount of $1,015,000 and (ii) investor Warrants to purchase an aggregate of 507,500 shares of Common Stock, for an aggregate gross proceeds of $1,015,000.

~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~20

~~The~~CHILE ~~following~~MINING ~~management’s~~TECHNOLOGIES ~~discussion and analysis should be read in conjunction with our financial statements and the notes thereto and the other financial information appearing elsewhere in this report~~INC.(Formerly ~~In addition to~~Latin ~~historical~~America ~~information~~Ventures, ~~the following discussion contains certain forward-looking information~~Inc.)NOTES ~~See~~TO ~~“Special~~INTERIM ~~Note~~CONSOLIDATED ~~Regarding Forward Looking~~FINANCIAL ~~Statements”~~STATEMENTSJune ~~above~~30, ~~for~~2012(Amounts ~~certain~~expressed ~~information concerning those forward looking statements. Our financial statements are prepared~~ in U.S. ~~dollars and in~~ ~~accordance~~Dollars)(unaudited) ~~with U.S. GAAP.~~

~~Overview~~As a result of the two closings, the Company issued and sold to investors a total amount of $3,135,000 in notes and warrants to purchase a total of 1,037,500 shares of Common Stock. In accordance with these agreements, the Company must keep the equivalent of one year worth of interest payments in an escrow account at all times. As interest payments become due, the Company must continually maintain one years worth of payments in the escrow account and as such cannot use this for any other purpose.

We are a mineral extraction company based in the Republic of Chile, with copper as our principal “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. 21

WeITEM 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 Santiago2. ~~While~~MANAGEMENT’S ~~these sites~~DISCUSSION ~~each~~AND ~~have~~ANALYSIS ~~their~~OF ~~own~~FINANCIAL ~~mineral~~CONDITION ~~deposits,~~AND weRESULTS ~~will~~OF 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 sitesOPERATIONS.

BySpecial ~~utilizing~~Note ~~MINI~~Regarding ~~plants,~~Forward weLooking ~~are~~Statements able to build scalable, less expensive plants closer to source material deposits, 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.

~~The~~In ~~initial~~addition ~~design~~to ~~capacity~~historical information, this report contains forward-looking statements within the meaning of ~~each~~Section ~~MINI~~27A ~~plant~~of isthe ~~between~~Securities ~~approximately~~Act 1of 1933,~~400~~ ~~and~~as 2amended,~~000~~ ~~metric~~and ~~tons~~Section 21E of ~~annual~~the ~~copper~~Securities ~~cathode~~Exchange ~~output.~~Act ~~Each~~of 1934, ~~MINI~~as ~~plant~~amended. ~~can~~We beuse ~~expanded~~words onsuch aas ~~modular~~“believe,” ~~basis~~“expect,” in“anticipate,” ~~increments~~“project,” “target,” of“plan,” 1“optimistic,~~500~~” ~~metric~~“intend,” “aim,” “will” or similar expressions ~~tons.~~which Weare ~~believe~~intended ~~that~~to ~~the~~identify ~~installed~~forward-looking ~~cost~~statements. ~~for~~Such astatements include, ~~new~~among 1others,~~500~~ ~~metric~~those ~~ton~~concerning ~~MINI~~market ~~plant,~~and industry segment growth and ~~with~~demand ~~the~~and ~~ability~~acceptance toof ~~produce~~new ~~tailings,~~and atexisting ~~the~~products; ~~average~~any ~~location,~~projections isof ~~about~~sales, $3earnings,~~000~~ revenue,~~000,~~ margins or ~~$2,000~~other ~~per~~financial ~~metric~~items; ~~ton~~any statements of ~~annual~~the plans, ~~capacity.~~strategies ~~Expanding~~and ~~the~~objectives ~~capacity~~ of anmanagement ~~existing~~for ~~MINI~~future ~~plant~~operations; ~~will~~any statements ~~cost~~regarding ~~between~~future ~~$400~~economic ~~and~~conditions ~~$800~~or ~~per~~performance; ~~metric~~as ~~ton,~~well as all ~~depending~~assumptions, onexpectations, ~~the~~predictions, ~~site~~intentions or beliefs about future events. ~~Once~~You ~~the~~are ~~available~~cautioned ~~source~~that ~~material~~any ~~deposits~~such atforward-looking ~~and~~statements ~~around~~are not ~~the~~guarantees ~~site~~ of anfuture ~~existing~~performance ~~MINI~~and ~~plant~~involve ~~have~~risks ~~been~~and ~~depleted~~uncertainties, weincluding those ~~anticipate~~identified ~~that~~in weItem ~~can recover~~1A up“Risk toFactors” ~~70%~~included ofin our Annual Report on Form 10-K for the ~~cost~~year ofended ~~constructing~~March a31, ~~new~~2012, ~~MINI~~as ~~plant~~well byas ~~relocating~~assumptions, ~~the~~which, if they ~~support~~were ~~structures~~to ~~and~~ever ~~processing~~materialize ~~equipment~~or ~~from~~prove incorrect, could cause the ~~original~~results ~~MINI~~of ~~plant~~the Company to differ materially from those expressed or implied by such forward-looking statements.

ByReaders ~~reducing~~are ~~unit~~urged ~~costs~~to ~~and~~ carefully ~~managing~~review ~~the~~and ~~average source~~consider ~~material grade, we estimate that~~ the ~~MINI~~various disclosures ~~plant~~made ~~technology~~by ~~will allow~~ us to ~~break~~in ~~even~~this atreport ~~copper~~and ~~prices~~our asother ~~low~~filings aswith ~~US$1.00 per pound, or US$2,205 per metric ton. As of February 20 ,2012, copper was trading at $8,234 per metric ton on~~ the ~~LME~~SEC. ~~As the price of finished copper has increased, however, there has~~These ~~been~~reports ~~increased~~attempt ~~interest~~to inadvise ~~raw~~interested ~~copper~~parties ~~ore from a number~~ of ~~“higher cost” producers that can increase their production volumes by buying ore in~~ the ~~market from~~risks ~~small~~and ~~miners.~~factors ~~Historically,~~that ~~these producers would not have been interested~~may inaffect ~~raw~~our ~~ore purchases~~business, asfinancial ~~they~~condition ~~could~~and ~~not~~results ~~generate~~of ~~profits~~operations ~~at lower finished~~and ~~copper prices~~prospects. ~~However~~The ~~the~~forward-looking ~~increase~~statements ~~in finished copper prices has~~ made ~~third-party~~ ~~purchase~~in ~~attractive~~this ~~for~~report aspeak ~~number~~only ofas ~~additional producers. While the~~of ~~additional producers entering~~ the ~~market~~date ~~for~~hereof ~~minerals~~and ~~has~~we ~~not~~disclaim ~~had~~any ~~an affect on the cost of the ore~~obligation, itexcept ~~has~~as ~~put~~required ~~the miners into a stronger negotiating position on the sales of their ore. As such, the market now demands that producers must purchase the ore~~ by ~~providing payment upon delivery of the ore~~law, ~~as opposed~~ to ~~the~~provide ~~historical~~updates, ~~practice~~revisions ofor ~~providing~~amendments ~~payment~~to ~~following~~any ~~the~~forward-looking ~~sale~~statements ~~of the finished~~to ~~copper.~~reflect ~~This~~changes ~~shift~~ in ~~the market has affected~~ our ~~need~~expectations ~~for~~or ~~working~~future ~~capital substantially, in that we now require approximately $1 million per MINI plant to purchase enough ore to operate at full capacity~~events.

3Use of Terms

~~Initially,~~Except wewhere ~~plan to sell our copper cathodes to Madeco,~~ the ~~largest~~ ~~cable~~context ~~producer~~otherwise inrequires ~~Chile.~~and ~~Based on our discussions with Madeco, we expect that the selling price will be at a 3% discount from the price~~ for ~~copper, adjusted for purity, on~~ the ~~LME. We expect that sales will be made under~~ ~~purchase~~purposes ~~orders~~of ~~where cash will be paid upon delivery. We anticipate that~~ this ~~arrangement~~ ~~will~~report ~~provide us with immediate cash flow with which we will use to fund our current operations. In the future~~only, asreferences ~~business~~in ~~volume~~this ~~grows,~~report ~~we may elect~~ to ~~sell our copper cathodes at the generally higher prices prevailing on the LME.~~:

~~Since~~“Company,” ~~our inception on January 2~~“we,” ~~2008~~“us,” weor ~~have focused~~ “our ~~activities~~,” onare ~~acquiring mineral rights and sites on which~~ to ~~construct our MINI plants. Since starting construction in~~ the ~~fall~~combined business of ~~2008,~~CMT ~~we have successfully~~and ~~completed~~its ~~our~~99.9% ~~first~~owned ~~scalable MINI plant~~subsidiary, ~~designated as the Ana Maria plant~~Minera, ~~located~~ ~~about~~but 30do ~~kilometers~~not ~~northeast~~include of the ~~town~~stockholders of ~~Illapel, in the mining~~ ~~district of Matancilla. We have been testing the production of copper cathodes~~CMT; ~~at the Ana Maria plant since late April 2009. In July 2009, we produced our first commercial run of copper cathodes.~~
We“CMT” ~~commenced~~are ~~operations at the Ana Maria plant in July 2009. The Ana Maria plant was taken off-line the first week of May 2010 in order~~ to ~~increase~~ ~~the~~Chile ~~capacity~~Mining ofTechnologies ~~this facility~~Inc. ~~As a result~~, the total capacity of the Ana Maria plant increased from 120 metric tons per month to 180 metric tons per month, effectively increasing its capacity by 50%. We resumed operations at the plant with the additional capacity in place at the beginning of August 2010. We believe that the site can be progressively expanded to about 5,000 metric tons per annum on a ~~modular~~Nevada ~~basis in increments of 500 to 1,000 metric tons, subject~~corporation; to the market price for copper and the grade and quantity of source materials available to be processed. In addition, we are also further enhancing our electrowin-based recovery techniques to reduce costs and improve the yield of the copper out of the mineral spectrum.
~~Our~~“Minera” ~~second~~are ~~plant,~~to ~~Santa~~Sociedad ~~Filomena,~~Minera ~~is approximately 75% complete as of the date of this report~~Licancabur, ~~and we have also begun preparatory work at one additional site we have under our control~~S.A., ina ~~anticipation~~Chilean ~~of the construction~~company; ~~of additional MINI plants over the next 18 to 24 months.~~
~~The~~“Chile” ~~table~~and ~~below~~“Chilean” ~~summarizes~~are to the ~~capacity~~Republic of ~~each of our current~~Chile; ~~and planned MINI plants~~

District	Plant	Initial Production	Initial Capacity/Year
		PHASE 1
Matancilla	Ana Maria	Operating	1,500 MT (1)
Salamanca	Santa Filomena	2nd Quarter 2012	1,500 MT
Arica	Navidad	1st Quarter 2013	1,500 MT
Combarbala	Gabriella	4th Quarter 2013	1,500 MT
Panucillo	Panucillo	4th Quarter 2013	1,500 MT
TOTAL			7,500 MT
		PHASE 2
Camisa	Camisa	TBD	1,500 MT
Chincolco	Jakeline	TBD	1,500 MT
Cerrado	Cerrado	TBD	1,500 MT
Cabildo	Jaqueline	TBD	1,500 MT
TOTAL			13,500 MT

“Peso” are to the Chilean peso, the legal currency of Chile;
~~(1)~~“U.S. ~~Since~~dollar,” we“$” ~~commenced~~and ~~operations~~“US$” atare to the ~~Ana~~legal ~~Maria~~currency ~~plant,~~of ~~total~~the United ~~annual capacity has been increased to 2,225 metric tons~~States.
To“SEC” ~~date,~~are to the ~~majority~~United ofStates ~~our~~Securities ~~$4,489,976~~and inExchange ~~capital expenditures~~Commission; ~~has been used for the construction of our facilities.~~
4“Securities Act” are to the Securities Act of 1933, as amended;
~~Results~~“Exchange Act” are to the Securities Exchange Act of ~~Operations~~1934, as amended;
~~Comparison~~“Exploration” ofmeans the ~~Three~~process ~~Months~~of ~~Ended~~locating ~~December~~commercially ~~31, 2011~~viable ~~and~~concentrations ~~2010~~of minerals to mine; and
~~The~~“Exploitation” ~~following~~means ~~tables~~the ~~set~~act ~~forth key components~~ of ~~our~~extracting ~~results of operations for the periods indicated, both in dollars and as~~ a ~~percentage increase/decrease~~mineral ~~over~~resource ~~prior~~from ~~year numbers for the periods indicated in dollars.~~source The financial data for the three months ended December 31, 2011 reflects the third quarter of Fiscal Year 2012, while the financial data for the same period in 2010 reflects the third quarter of Fiscal Year 2011material.

		Three Months Ended Dec 31,					% Increase/
		2011		2010			(Decrease)
Net sales	$	159,954		31,486		$	408.0%
Cost of sales		347,275		129,137			168.9%
Gross profit (loss)		(187,321	)	(97,651	)		91.8%
Operating expenses:
Impairment of mining rights		-		30,465			n/a
Salaries and wages		20,776		117,155			(82.3%	)
General and administrative expenses		248,584		183,418			35.5%
Professional fees		26,988		83,860			(67.8%	)
Total operating expenses		296,348		414,898			16.6%
Operating loss before the undernoted		(483,669	)	(512,549	)		(5.6%	)
Other expense-interest		(27,275	)	(27,275	)		0.0%
Other expense-derivative financial instrument		(1,743,811	)	(426,039	)		309.3%
Imputed interest expense		(73,818	)	(86,385	)		(14.5%	)
Net Loss		(2,328,573	)	(1,052,248	)		121.3%
Foreign exchange translation adjustment		(15,125	)	98,673			(115.3%	)
Comprehensive loss	$	(2,343,698	)	(953,575	)	$	145.8%

Overview

~~Net Sales.~~ We ~~had~~are ~~net~~a ~~sales~~mineral ofextraction ~~$159,954~~company ~~for~~based in the ~~three~~ ~~months~~Republic ~~ended December 31~~of Chile, ~~2011,~~with copper as ~~compared~~our ~~with~~principal ~~net~~“pay ~~sales~~metal.” ofOur ~~$31~~founders,~~486~~ ~~for~~Messrs. Jorge ~~the~~Osvaldo ~~three~~Orellana ~~months~~Orellana ~~ended~~and ~~December~~Jorge 31Fernando Pizarro Arriagada, ~~2010.~~have ~~During~~refined the electrowin ~~three~~process ~~months~~in ~~ended~~a ~~December 31,~~way ~~2011,~~that ~~the~~permits ~~Company~~it ~~was~~to ~~severely~~be ~~working~~used ~~capital~~at ~~constrained~~a relatively small mine and/or tailings sites. ~~Even~~Electrowinning ~~with~~is ~~the~~a process in which positive and ~~limited~~negative ~~working~~electrodes ~~capital~~are placed in an acidic solution containing copper ions, weand an ~~attempted~~electric tocurrent ~~focus~~passed onthrough ~~producing~~the assolution ~~much~~causes the copper asto be ~~possible~~deposited on the negative electrodes so that it can be collected.

~~During~~We ~~the~~have ~~three~~obtained ~~months~~rights ~~ended~~to ~~December~~conduct ~~31,~~our ~~2010,~~mineral ~~we ran the Ana~~extraction ~~Maria~~operations ~~facility~~ at aseveral ~~lower~~sites ~~capacity~~in ~~due~~and toaround the ~~increased~~Coquimbo ~~price~~region, ofwhich ~~minerals~~is ~~and~~located ain ~~limited~~north-central ~~amount~~Chile, ofapproximately ~~working~~400 ~~capital.~~kilometers ~~Our~~north ~~original~~of ~~business~~Santiago. ~~plan anticipated that~~While ~~third~~these ~~party~~sites ~~mineral~~each ~~would~~have betheir ~~consigned~~own tomineral usdeposits, ~~and that~~ we ~~would~~will beprocure ~~required to pay for~~ the ~~cost of the mineral after the copper had been produced and sold.~~majority ~~As the price~~ of ~~finished~~our ~~copper~~source ~~has~~material ~~increased~~from tonon-traditional ~~over~~sources, ~~$4.00~~including ~~per pound during the year~~tailings, ~~there has been increased interest in raw copper~~ ore, ~~from~~ or a ~~number~~combination ~~of “higher~~thereof, ~~cost” producers that can increase their production volumes~~ by ~~buying~~purchasing ~~ore in~~rights ~~the~~to ~~market~~such ~~from~~source ~~small~~material ~~miners.~~at ~~The result has had no artificial affect on the~~smaller ~~cost of the ore~~sites, ~~but~~where it ~~has~~is ~~put~~not ~~the~~economical ~~miners~~for ~~into~~larger aopen-pit ~~stronger~~mining ~~negotiating~~companies ~~position~~to ~~on the sales of their ore. As a result~~operate, ~~the~~due ~~market~~largely ~~now~~to ~~demands that producers must purchase~~ the ~~ore~~transportation bycosts ~~providing~~associated ~~payment~~with ~~upon~~moving ~~delivery of the raw ore. This~~source ~~change~~materials ~~in market practice has substantially increased the amount of working capital required~~ to ~~ramp~~fixed ~~the~~processing ~~plants and, as a result of our limited working capital, our production for this period was limited~~sites.

The Ana Maria plant also ran at a lower capacity for the 3 months ended December 31, 2010. 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 at the end of August 2010 and began ramping operations at this time. As a result, the Company had revenues of $31,486 for the three months ended December 31, 2010.22

~~Cost~~By ofutilizing ~~Sales.~~Minimum ~~Cost~~Intrusion ofNon-traditional ~~sales~~Input, ~~includes~~or ~~direct~~MINI, ~~costs~~plants, ~~associated~~we ~~with~~are ~~the~~able ~~sale~~to ofbuild ~~our~~scalable, ~~products.~~less ~~Cost~~expensive ofplants ~~sales~~closer ~~was~~to ~~$347,275 for~~source ~~the~~material ~~three months ended December 31~~deposits, ~~2011,~~thereby asresulting ~~compared~~in ~~with~~significant ~~$129,137~~processing ~~for~~savings. ~~the~~In ~~three months ended December 31~~addition, ~~2010.~~since ~~The~~smaller ~~increase~~sites ingenerally ~~cost~~require ofhigher ~~sales~~copper ~~was~~prices, ~~mainly~~ due to transportation ~~higher material~~costs, ~~labor~~to ~~and~~operate ~~other~~profitably, ~~direct~~these ~~costs~~deposits ~~associated~~can ~~with~~currently ~~production~~be ~~and~~purchased ~~higher~~at ~~amortization~~a ondiscount. ~~plant~~By ~~and~~utilizing ~~equipment~~this ~~for the three months ended December 31~~strategy, ~~2011.~~we Inare ~~addition,~~able ~~the~~to ~~lower~~reduce ~~cost reflected for the same period in~~costs ~~2010~~and isoperate ~~due~~profitably towith ~~the~~smaller ~~fact that we produced less copper~~deposits.

~~Gross~~The ~~Profit~~initial ~~(Loss).~~design ~~Gross~~capacity ~~profit~~of ~~(loss)~~each MINI plant is ~~equal~~between toapproximately ~~the~~1,200 ~~difference~~and ~~between~~2,000 ~~our~~metric ~~net~~tons ~~sales~~of ~~and~~annual ~~the~~copper ~~cost~~cathode output. Each MINI plant can be expanded on a modular basis in increments of ~~sales~~1,500 metric tons. ~~For~~We believe that the ~~three months~~installed ~~ended~~cost ~~December~~for 31a new 1,500 ~~2011~~metric ton MINI plant, with wethe ~~had~~ability ato ~~gross~~produce ~~loss~~tailings, ofat the average location, is about $~~187~~3,~~321~~000,000, asor ~~compared with~~$2,000 aper ~~gross~~metric ~~loss~~ton of ~~$97,651~~annual ~~for~~capacity. Expanding the ~~three~~capacity of ~~months~~an ~~ended~~existing ~~December~~MINI 31plant will cost between $400 and $800 per metric ton, depending ~~2010~~on the site. ~~The increase~~Once inthe ~~gross~~available ~~loss~~source ~~was~~material ~~primarily~~deposits ~~due~~at toand around the ~~increase~~site of an existing MINI plant have been depleted, we anticipate that we can recover up to 70% of the cost of ~~sales~~constructing asa new MINI plant by relocating the ~~discussed~~support ~~above~~structures and processing equipment from the original MINI plant.

5By reducing unit costs and carefully managing the average source material grade, 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 August 13, 2012, copper was trading at $7,495 per metric ton on the London Metals Exchange, or LME. As the price of finished copper has increased, however, 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. Historically, these producers would not have been interested in raw ore purchases, as they could not generate profits at lower finished copper prices. However the increase in finished copper prices has made third-party purchase attractive for a number of additional producers. While the additional producers entering the market for minerals has not had an effect on the cost of the ore, it has put the miners into a stronger negotiating position on the sales of their ore. As such, the market now demands that producers must purchase the ore by providing payment upon delivery of the ore, as opposed to the historical practice of providing payment following the sale of the finished copper. This shift in the market has affected our need for working capital substantially, in that we now require approximately $1 million per MINI plant to purchase enough ore to operate at full capacity.

~~Operating~~Initially, ~~Expenses.~~we ~~Our~~plan ~~operating~~to ~~expenses~~sell our copper cathodes to Madeco, the ~~consist~~largest ofcable ~~impairment~~producer ofin ~~mining~~Chile. ~~rights~~Based on our discussions with Madeco, ~~salaries~~we ~~and~~expect that ~~wages~~the selling price will be at a 3% discount from the price for copper, adjusted ~~general~~for ~~and~~purity, on the LME. We expect that sales will be made under ~~administrative~~purchase ~~expenses~~orders ~~and~~where ~~professional~~cash ~~fees~~will be paid upon delivery. We anticipate that this arrangement will provide us with immediate cash flow with which we will use to fund our current operations. In the future, as business volume grows, we may elect to sell our copper cathodes at the generally higher prices prevailing on the LME.

~~Impairment~~Since ofour ~~Mining~~inception on January 2, 2008, we have focused our ~~Rights~~activities on acquiring mineral rights and sites on which to construct our MINI plants. ~~For~~Since ~~the~~starting ~~three~~construction ~~months~~in ~~ended~~the ~~December~~fall ~~31,~~of ~~2011~~2008, we ~~had~~have ~~no impairment~~successfully ofcompleted ~~mining~~our ~~rights~~first scalable MINI plant, designated as ~~compared~~the ~~with~~Ana ~~$30~~Maria plant,~~465~~ located ~~for~~about 30 kilometers northeast of the ~~three~~town ~~months~~of ~~ended~~Illapel, ~~December~~in the mining ~~31,~~district ~~2010~~of Matancilla. We have ~~expensed~~been ~~mining~~testing ~~rights,~~the production of copper cathodes at the Ana Maria plant since welate ~~currently~~April ~~have~~2009. noIn ~~formal~~July 2009, we produced our ~~plans~~first tocommercial ~~exploit~~run ~~these~~of ~~mining~~copper ~~rights~~cathodes.

~~Salaries~~We ~~and~~commenced ~~Wages~~operations at the Ana Maria plant in July 2009. ~~Salaries~~The ~~and~~Ana ~~wages~~Maria ~~amounted~~plant towas ~~$20,776~~taken ~~for~~off-line the ~~three~~first ~~months~~week ~~ended~~of ~~December~~May ~~31, 2011,~~2010 asin ~~compared~~order to increase ~~$117~~the capacity of this facility. As a result,~~155~~ ~~for~~the total capacity of the Ana ~~three~~Maria ~~months~~plant ~~ended~~increased ~~December~~from 31120 metric tons per month to 180 metric tons per month, ~~2010~~effectively increasing its capacity by 50%. AsWe resumed operations at the plant with the ~~price~~additional capacity in place at the beginning of ~~ore~~August ~~remained~~2010. ~~high~~We believe ~~during~~that the ~~year~~site can be progressively expanded to about 5,000 wemetric ~~encountered~~tons per ~~working~~annum ~~capital~~on a modular basis in increments of 500 to 1,000 metric tons, subject ~~challenges~~to the market price for copper and ~~were~~the ~~forced~~grade toand ~~limit~~quantity ~~overhead~~of ~~costs.~~source ~~With~~materials available ~~limited~~to ~~resources~~be processed. In addition, we are also further enhancing our ~~worked~~electrowin-based ~~hard~~recovery techniques to ~~minimize~~reduce ~~salaries~~costs and ~~wages~~improve ~~during~~the yield of the ~~period.~~copper out of the mineral spectrum.

~~General~~Our ~~and~~second ~~Administrative Expenses. General and administrative expenses consist primarily of building maintenance~~plant, ~~repairs~~Santa ~~and other general expenses. General and administrative expenses for the three months ended December 31~~Filomena, ~~2011~~is ~~were~~approximately ~~$248,584,~~75% complete as ~~compared with~~of ~~$183,418 for~~ the ~~three~~date ~~months~~of ~~ended~~this ~~December 31~~report, ~~2010.~~and ~~The~~we ~~increase~~have ~~was primarily~~also ~~due~~begun topreparatory ~~the~~work ~~increased~~at ~~costs of being a publicly traded company and the~~one ~~required~~additional ~~costs~~site towe ~~support~~have ~~the~~under ~~Company’s~~our ~~sites and projects. In addition~~control, we ~~produced~~in ~~less copper~~anticipation ~~during~~of the ~~December~~construction of ~~31,~~additional ~~2010~~MINI ~~quarter.~~plants Asover athe ~~result,~~next we18 ~~incurred~~to ~~fewer general~~24 ~~and administrative expenses at that time~~months.

~~Professional~~The ~~Fees. Professional~~table ~~fees~~below ~~consist~~summarizes ~~of legal and other fees associated with our operations as a public company. For~~ the ~~three~~capacity ~~months ended~~of ~~December~~each ~~31, 2011, we incurred professional fees~~ of ~~$26,988, as compared with $83,860 for the three months ended December 31, 2010. The decrease was due to~~ our ~~limiting outside contractors for the quarter ended December 31, 2011 due~~current toand ~~our~~planned ~~limited~~MINI ~~working capital available~~plants.

Other Expenses

District	Plant	Initial Production	Initial Capacity/Year
Matancilla	Ana Maria	Operating	1,200 MT (1)
Salamanca	Santa Filomena	2^ndQuarter 2013	1,200 MT
Combarbala	Gabriella	2^ndQuarter 2014	1,200 MT

~~Other Expense – Interest. On May 12, 2010~~ (~~during fiscal year 2011~~1), Since we commenced aoperations ~~private~~at ~~placement of common shares, warrants and make good warrants. The direct financing costs were allocated to~~ the ~~financial~~Ana ~~instruments~~Maria ~~(redeemable common stock and warrants)~~plant, ~~based~~ ~~upon their relative fair values. Amounts related to the warrants were~~total ~~recorded~~annual ascapacity ~~deferred~~has ~~finance~~been ~~costs~~increased ~~and amortized through charges~~ to ~~interest expense over the term of the arrangement using the effective interest method~~2, ~~while~~225 ~~amounts~~metric ~~related to the common stock directly offset the carrying value of the redeemable common stock~~tons. ~~For the three months ended December 31, 2011, we amortized deferred finance costs of $27,275, which resulted in no change from the three months ended December 30, 2010.~~

Other Expense – Derivative Financial Instrument. For the three months ended December 31, 2011, we recognized other expense for derivative financial instrument of $1,743,811, as compared to $426,039 for derivative financial instrument during the three months ended December 31, 2010. On May 12, 2010, (during fiscal year 2011), we commenced a private placement of common shares, warrants and make good warrants. We valued our derivative financial instruments on inception (May 12, 2010) at fair value for $2,510,093. Derivative financial instruments are initially, and subsequently, measured at fair value and were recorded as liabilities. The fair value of the derivative financial instrument was valued at $5,091,133 as of September 30, 2011. The fair value of the derivative financial instruments increased to $6,834,944 as of December 31, 2011. The increase in fair value resulted in the Company recognizing loss for $1,743,811 in its Income statement.23

To date, the majority of our capital expenditures have been used for the construction of our facilities.

~~Imputed~~Results Interest Expense. Imputed interest expense is related to unsecured, no interest promissory notes from related parties. These loans were valued at fair value at inception. We recognized a discount on the face value of ~~the~~Operations loans at inception to adjust the carrying value to the fair value. Discounts associated with these notes 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. We recognized interest expense to amortize discounts on promissory notes to related parties for the three months ended December 31, 2011 in the amount of $73,818, as compared with $86,385 for the three months ended December 31, 2010.

~~Net~~The ~~Loss.~~following Astable asets ~~result~~forth ofkey ~~the~~components ~~cumulative effect~~ of ~~the~~ ~~foregoing~~our ~~factors,~~results ~~we generated a net loss~~ of ~~$2,328,573 for the three~~ ~~months~~operations ~~ended December 31, 2011, as compared to a net loss of $1,052,248~~ for the ~~three~~ ~~months~~periods ~~ended December 31, 2010~~indicated.

		Three Months Ended June 30,					% Increase/
		2012			2011		(Decrease)
Sales	$	34,829		$	63,209		(45%	)
Cost of sales		378,361			341,242		11%
Gross loss		(343,532	)		(278,033	)	24%
Operating expenses:
Impairment of mining rights		3,528			701		403%
Salaries and wages		22,694			40,684		(44%	)
General and administrative expenses		497,657			318,659		56%
Professional fees		198,000			13,884		1,326%
Total operating expenses		721,879			373,928		93%
Operating loss before the undernoted		(1,065,411	)		(651,961	)	63%
Amortization of deferred finance costs		(45,108	)		(27,275	)	65%
Fair value adjustment relating to warrants		-			433,477		(100%	)
Imputed interest expense		(106,405	)		(80,847	)	32%
Net Loss		(1,216,924	)		(326,606	)	273%
Foreign exchange translation adjustment		49,361			66,851		(26%	)
Comprehensive loss	$	(1,167,563	)	$	(259,755	)	349%

~~Comparison~~Sales. We had sales of $34,829 for the ~~Nine~~three months ~~Months~~ended ~~Ended~~June ~~December~~30, 312012, as compared with sales of $63,209 for the three months ended June 30, 2011, ~~and~~a decrease of 45%. During the first half of the ~~2010~~quarter ended June 30, 2012, we had limited funds to operate. As a result, we were not able to operate our plant. We had an agreement with a 3rd party to process copper powder provided we delivered enough mineral to their plant to cover half of the costs. We were only able to deliver a small amount of mineral with our limited resources. Because our plant has not been in operation for a period of time, it will require additional time to ensure it is fully operational. As a result, we had no production from our own plant during the current quarter. For the quarter ended June 30, 2011, we also had limited resources and limited production from our Ana Maria Plant.

~~The~~Cost ~~following~~of ~~tables~~sales. ~~set~~Cost ~~forth~~of ~~key~~sales ~~components~~includes direct costs associated with the sale of our ~~results~~products. Cost of sales was ~~operations~~$378,361 for the ~~periods~~three ~~indicated,~~months ~~both~~ended inJune ~~dollars~~30, ~~and~~2012, as acompared ~~percentage~~with $341,242 for the three months ended June 30, 2011, an increase~~/decrease~~ ~~over~~of ~~prior~~11%. ~~year~~During ~~numbers~~the ~~for~~first half of the ~~periods~~quarter ~~indicated~~ended June 30, 2012, we had limited funds to operate. As a result, we were not able to operate our plant. We incurred expenses in ~~dollars~~an agreement with a 3rd party whom agreed to process our mineral to produce copper powder. We were only able to deliver a limited amount of mineral ~~The~~and ~~financial~~as ~~data~~a ~~for~~result ~~the~~still ~~nine~~incurred ~~months~~expenses ~~ended~~associated ~~December~~with ~~31,~~this ~~2011~~limited ~~reflect~~production. Since the first close of our fund raise on May 8, ~~second~~2012 ~~and~~the ~~third~~company ~~quarters~~has been incurring expenses to develop mines in order to ensure the delivery of ~~Fiscal~~mineral to ~~Year~~the ~~2012,~~plant ~~while~~as well as complete all of the ~~financial~~necessary ~~data~~testing and equipment ~~for~~improvements to ensure the ~~same~~plant ~~period~~is operational in ~~2010~~the ~~reflect~~near term. The lower cost reflected in the ~~first~~June 30, ~~second~~2011 ~~and~~period ~~third~~is ~~quarters~~due ofto the fact that we were operating ~~Fiscal~~with ~~Year~~limited ~~2011~~resources.

		Nine Months Ended
		December 31,
		2011			2010
							% Increase /
		Amount			Amount		Decrease
Net sales	$	293,892		$	96,170		205.6%
Cost of sales	$	946,868		$	395,927		139.2%
Gross profit	$	(652,976	)	$	(299,757	)	117.8%
Operating expenses
Impairment of mining rights	$	701		$	37,385		(98.1%	)
Salaries and wages	$	96,210		$	320,860		(70.0%	)
General and admin expenses	$	928,611		$	768,365		20.9%
Professional fees	$	40,872		$	611,189		(93.3%	)
Total operating expenses	$	1,066,394		$	1,737,799		(38.6%	)
Operating loss before the undernoted	$	(1,719,370	)	$	(2,037,556	)	(15.6%	)
Other expense-interest	$	(81,825	)	$	(54,550	)	50.0%
Other income (expense)-Derivative Financial Instrument	$	(968,659	)	$	(415,367	)	133.2%
Imputed Interest Expense	$	(235,183	)	$	(246,356	)	(4.5%	)
Net loss for the period	$	(3,005,037	)	$	(2,753,829	)	9.1%
Foreign exchange translation adjustment for the period	$	(214,112	)	$	710,212		(130.1%	)
Comprehensive loss for the year	$	(3,219,149	)	$	(2,043,617	)	57.5%

~~Net~~Gross ~~Sales~~loss. ~~The~~Gross ~~Company~~loss ~~had~~is ~~revenues~~equal ofto ~~$293,892 for~~ the ~~nine months ended December 31, 2011 as compared with $96,170 for the~~difference ~~nine~~between ~~months ended December 30, 2010. Since~~ our ~~inception,~~sales weand ~~have run~~ the ~~Ana Maria~~cost ~~facility at lower capacities due to the increased price~~ of ~~minerals and our limited amount of working capital~~sales. ~~Our~~For ~~original~~the ~~business~~three ~~plan~~months ~~anticipated~~ended ~~that third~~June ~~party mineral would be consigned to us~~30, 2012, ~~and that~~ we ~~would be required to pay for the cost of the mineral after the copper~~ had ~~been~~a ~~produced~~gross ~~and~~loss ~~sold. As the price~~ of ~~finished copper has increased to over~~ $~~4.00 per pound during the year~~343,532, ~~there~~as ~~has~~compared ~~been~~with ~~increased interest in raw copper ore from~~ a ~~number~~gross ~~of “higher~~loss ~~cost” producers that can increase their production volumes by buying ore in the market from small miners. The result has had no artificial affect on the cost~~ of ~~the ore~~$278, ~~but it has put the miners into a stronger negotiating position~~033 onfor the ~~sales~~three ofmonths ~~their~~ended ~~raw~~June ~~ore. As a result~~30, ~~the~~2011. ~~market~~The ~~now~~increase ~~demands~~in ~~that producers must~~gross ~~purchase~~loss ~~the ore by providing payment upon delivery of the ore. This has~~was ~~substantially~~primarily ~~increased~~due ~~the amount of working capital required~~ to ~~ramp~~ the ~~plants.~~ ~~During~~decrease ~~the~~in ~~nine~~sales ~~months ended December 31, 2011 the Company had limited resources~~ and ~~working~~increase ~~capital.~~of Wecost ~~attempted~~of tosales ~~focus our resources on copper~~as ~~production,~~discussed ~~but were limited in our production~~above.

~~The~~Operating ~~Ana~~expenses. ~~Maria~~Our ~~plant~~operating ~~was taken off-line the first week of May~~expenses ~~2010~~consist ~~in order to increase the capacity~~ of ~~this~~impairment ~~facility. As a result, the total capacity~~ of ~~the~~mining ~~Ana Maria plant went from 120 MT/month to 180 MT/month~~rights, ~~effectively~~ ~~increasing~~salaries ~~its capacity by 50%. We resumed operations at the plant with the additional capacity in place at the end of August 2010~~ and ~~began ramping operations at this time. As a result~~wages, ~~the~~general ~~Company had revenues of~~and ~~$96,170~~administrative ~~for~~expenses ~~the~~and ~~nine~~professional ~~months ended December 31, 2010 because the facility was not in production for a significant portion of this time~~fees.

~~Cost~~Impairment of ~~Sales.~~mining ~~Cost of sales includes direct costs associated with the sale of the product~~rights. ~~The~~For ~~Company incurred cost of sales of $946,868 for~~ the ~~nine~~three months ended June ~~December 31~~30, ~~2011~~2012, asimpairment ~~compared with $395,927 for the year ago same period ending December 31, 2010. The increase in cost~~ of ~~sales~~mining rights was ~~mainly due to higher material~~$3,528, ~~labor~~as ~~and~~compared ~~other direct costs allocated~~ with ~~production~~$701 ~~and higher amortization on plant and equipment~~ for ~~the~~ ~~nine~~the three months ended ~~December~~June 3130, 2011. InWe ~~addition,~~have ~~the~~expensed ~~lower~~mining ~~cost~~rights, ~~reflected~~since ~~for~~we ~~the~~currently ~~same~~have ~~period~~no informal ~~2010~~plans ~~is due~~ to ~~the~~exploit ~~fact~~these ~~that~~mining ~~we were in production for only part of this period~~rights.

~~Gross~~Salaries ~~Profit~~and ~~(loss)~~wages. ~~Gross~~Salaries ~~profit~~and iswages ~~equal~~amounted to ~~the~~ ~~difference~~$22,694 ~~between~~for ~~our~~the ~~revenue~~three ~~and~~months ~~the~~ended ~~cost~~June of30, ~~revenue.~~2012, ~~Gross~~as ~~margin~~compared isto ~~equal~~$40,684 tofor the ~~gross~~three ~~profit~~months ~~divided~~ended byJune ~~revenue~~30, 2011, a decrease of 44%. InDuring the ~~nine~~first ~~months~~half of the quarter ended ~~December~~June 3130, ~~2011, gross~~2012 ~~loss~~we ~~was~~encountered ~~$652,976~~significant asworking ~~compared~~capital challenges ~~with~~and ~~$299,757~~were ~~for~~forced ~~the~~to ~~nine~~limit ~~months~~all ~~ended December~~overhead ~~31, 2010~~costs. ~~The~~With ~~increase~~limited production in ~~gross~~both ~~loss~~periods, ~~was~~we ~~primarily~~worked ~~due~~hard to ~~the~~minimize ~~increase in~~salaries ~~cost~~and ofwages ~~sales~~as ~~discussed~~much ~~above~~as possible.

General and administrative expenses. General and administrative expenses consist primarily of building maintenance and repairs, energy costs and general expenses. General and administrative expenses for the three months ended June 30, 2012 were $497,657, as compared with $318,659 for the three months ended June 30, 2011. This significant increase is the result of preparing the Company for our fund raises of May 8, 2012 and June 7, 2012, as well as ramping up the operations of the Company once we received the funds. In preparing for the fund raises the Company’s public company expenses increased significantly in order to ensure its filings were complete and up to date. To support these activities, the Company incurred significantly more general and administrative expenses. During the quarter ended June 30, 2011 the Company operated with limited resources and therefore incurred fewer general and administrative expenses.

~~Operating~~Professional ~~Expenses~~fees. ~~Our~~Professional ~~operating~~fees ~~expenses primarily~~ consist of ~~salaries~~legal fees, accounting fees and ~~wages,~~other ~~general~~fees ~~and~~associated ~~administrative~~with ~~expenses~~our private placement transaction and operations as a public company. For the three months ended June 30, 2012, professional fees were $198,000, as compared with $13,884 for the three months ended June 30, 2011. AsThis increase was due to the fact that we closed ~~continue~~fund raises on May 8, 2012 and June 7, 2012. In preparing for the fund raises the Company’s public company expenses increased significantly in order to ensure ~~ramp~~its filings were complete and up ~~our~~to ~~extraction~~date. ~~activities~~In addition, the Company uses outside contractors for specialized services where necessary. In raising funds and ramping our operations we ~~will~~incurred significantly increased professional ~~begin~~fees. toDuring ~~incur~~the ~~material~~quarter ended June 30, 2011, the Company was operating ~~costs~~with limited resources and as a result was forced to limit all professional fees.

~~Impairment~~Amortization of ~~Mining~~deferred finance costs. On May ~~Rights~~12, 2010, we consummated a private placement of common shares, warrants and make good warrants. ~~For~~The direct financing costs were allocated to the ~~nine~~financial instruments ~~months~~(redeemable ~~ended~~common ~~December~~stock ~~31,~~and ~~2011~~warrants), webased ~~had~~upon ~~impairment~~their ofrelative ~~mining~~fair ~~rights~~values. ofAmounts ~~$701,~~related to the warrants were recorded as ~~compared~~deferred ~~with~~finance costs ~~$37,385~~and ~~for~~amortized through charges to interest expense over the ~~nine~~term ~~months~~of ~~ended~~the ~~December~~arrangement 31using the effective interest method, ~~2010~~while amounts related to the common stock directly offset the carrying value of the redeemable common stock. For Wethe ~~have~~three ~~expensed~~months ~~mining~~ended ~~rights~~June 30, ~~since~~2012, we ~~currently~~amortized ~~have~~deferred nofinance costs of ~~formal~~$27,275, ~~plans~~as compared to ~~exploit~~$27,275 ~~these~~for ~~mining~~the ~~rights~~three months ended June 30, 2011.

~~Salaries~~On ~~and~~May ~~Wages.~~8, ~~For~~ 2012, the ~~nine~~Company ~~months~~entered ~~ended~~into ~~December~~a ~~31,~~Securities ~~2011,~~Purchase Agreement ~~salaries~~with ~~and~~certain ~~wages~~accredited ~~were~~investors ~~$96,210~~for asissue of eleven percent (11%) ~~compared~~secured toconvertible ~~$320,860~~notes ~~for~~and ~~the~~warrants ~~nine~~to ~~months~~purchase ~~ended~~the ~~December~~Company’s ~~31,~~common ~~2010~~stock. The AsCompany evaluated the ~~price~~ terms and conditions of ~~ore~~the ~~remained~~convertible ~~high~~notes ~~during~~and warrants under the ~~year~~guidance of ASC 815, weDerivatives ~~encountered~~and ~~working~~Hedging. ~~capital~~The ~~challenges~~financing ~~and~~costs ~~were~~are ~~forced~~being toamortized ~~limit~~over ~~overhead~~the ~~costs.~~term ~~With~~of ~~limited~~the ~~resources~~notes. weAmortization ~~were~~of ~~forced~~the deferred finance charges amounted to ~~minimize~~$17,833 ~~salaries~~for the three month period ended June 30, 2012 and ~~wages~~$nil ~~during~~for the ~~period~~three months ended June 30, 2011.

~~General~~Fair ~~and~~value ~~Administrative Expenses.~~adjustment ~~General~~relating ~~and~~to ~~administrative~~warrants. ~~expenses~~For the ~~consist~~three ~~primarily~~months ofended ~~building maintenance~~June 30, ~~repairs~~2012, ~~and~~we ~~other~~had ~~general~~no ~~expenses.~~fair Wevalue ~~expect~~adjustment ~~most~~to warrants, ~~components~~as ~~of our~~compared ~~general~~to ~~and~~$433,477 ~~administrative~~for ~~expenses~~the ~~will~~three ~~increase~~months asended ~~our~~June ~~business~~30, ~~grows~~2011. ~~and~~On asMay 12, 2010, we ~~incur~~commenced ~~increased~~a ~~costs~~private asplacement aof ~~public~~common ~~company.~~shares, ~~General~~warrants and ~~administrative~~ ~~expenses~~make ~~for~~good ~~the~~warrants. ~~nine~~At ~~months ended December 31~~inception, ~~2011~~warrants were ~~$928,611~~classified as ~~compared with~~liabilities ~~$768,365~~due ~~for~~ to the ~~same~~fact ~~period~~that inthey ~~2010.~~were ~~The~~considered ~~increase~~not ~~was~~to ~~primarily~~be ~~due~~indexed to the company’s own stock ~~increased~~and ~~costs~~due ofto ~~being~~the afirm ~~publicly~~registration ~~traded~~rights ~~company~~embodied ~~and~~in the ~~required~~agreements. ~~costs~~At toMarch 31, ~~support~~2012, ~~the~~all ~~Company’s~~variability ~~sites~~ and ~~projects.~~rights ~~Since~~resulting ~~the~~in ~~Ana~~liability ~~Maria~~classification ~~plant~~were removed ~~was~~and ~~taken off~~the instruments were re-~~line~~measured ~~for~~and areclassified ~~portion~~to ofequity ~~the~~which results ~~nine~~in ~~months~~no ~~ended~~fair ~~December~~value ~~31,~~adjustment ~~2010,~~relating weto ~~incurred fewer~~the ~~general~~warrants ~~and~~for ~~administrative~~the ~~expenses~~quarter ended atJune ~~that~~30, ~~time~~2012.

~~Professional~~Imputed ~~Fees~~interest expense. ~~Professional~~Imputed ~~fees~~interest expense ~~consist~~is ofrelated ~~legal~~to ~~and~~unsecured, ~~other~~no ~~fees~~interest ~~associated~~promissory ~~with~~notes ~~our~~from related ~~private~~parties. ~~operating~~These asloans awere ~~public~~valued ~~company~~at fair value at inception. ~~For~~We ~~the~~recognized ~~nine~~a ~~months~~discount ~~ended~~on ~~December~~the ~~31,~~face ~~2011,~~value ~~professional~~of ~~fees~~the ~~were~~loans ~~$40,872,~~at asinception ~~compared~~ to ~~$611,189~~ ~~for~~adjust the ~~nine~~carrying ~~months~~value ~~ended~~to ~~December~~the ~~31,~~fair ~~2010~~value. Discounts ~~This~~associated ~~significant~~with ~~decrease~~these notes are being amortized over the lives of the ispromissory ~~due~~notes tousing the ~~fact~~effective ~~that~~interest wemethod, ~~incurred~~with ~~professional~~interest ~~fees~~expense being ~~and~~recorded ~~expenses~~as an expense in the related toperiod. We recognized interest ~~undertaking~~expense ~~the~~to ~~private~~amortize ~~placement~~discounts ~~transaction~~on ~~and~~promissory ~~becoming~~notes ato ~~public~~related ~~company~~parties for the three months ended June 30, 2012, in the amount of $76,563, as compared with ~~May~~$80,847 ~~2010~~for the three months ended June 30, 2011.

~~Other Expenses~~25

~~Other~~On ~~expense~~May –8, ~~interest.~~2012, ~~Interest~~the ~~expense~~Company entered into a Securities Purchase Agreement with certain accredited investors for issue of eleven percent (11%) secured convertible notes and warrants to purchase the ~~nine~~Company’s ~~months~~common ~~ended~~stock. The ~~December~~Company ~~31,~~evaluated ~~2011~~the ~~was~~terms ~~$81,825,~~and asconditions of the convertible notes and ~~compared~~warrants tounder ~~$54~~the guidance of ASC 815,~~550~~ Derivatives and Hedging. The purchase price allocation for the ~~nine~~convertible ~~months~~notes ~~ended~~resulted ~~December~~in ~~31,~~a ~~2010~~debt discount of $1,143,154. ~~which~~The discount on the notes will be amortized through periodic changes ~~represents~~to interest expense over the ~~amortization~~term of ~~deferred~~the ~~finance~~debenture ~~costs~~using ~~(refer~~the toeffective ~~note~~interest method. ~~8(b)~~Imputed interest expense amounted to $29,842 during the three month ~~financial~~period ~~statements).~~ended ~~The~~June ~~Company~~30, ~~commenced~~2012 ~~the~~and ~~amortization~~$0 ofduring ~~deferred financing~~the ~~costs~~three ~~from~~months ~~July~~ended 1June 30, ~~2010~~2011.

~~Other~~Net ~~Income-Derivative Financial Instrument~~loss. ~~For~~As ~~the~~a ~~nine~~result ~~months~~of ~~ended~~the ~~December~~cumulative ~~31,~~effect ~~2011, we recognized other expense for derivative financial instrument~~ of ~~$968,659, as~~ ~~compared to $415,367 for derivative financial instrument during~~ the ~~nine~~foregoing ~~months ended December 31~~factors, ~~2010. On May 12, 2010, (during fiscal year 2011),~~ we ~~commenced~~ generated a ~~private~~net ~~placement~~loss of ~~common shares~~$1, ~~warrants and make good warrants. We valued our derivative financial instruments on inception (May 12~~216,924 ~~2010) at fair value~~ for ~~$2,510,093.~~the ~~Derivative~~three months ~~financial~~ended ~~instruments~~June ~~are initially~~30, ~~and subsequently~~2012, ~~measured at fair value and were recorded~~ as ~~liabilities.~~compared ~~The~~to ~~fair value~~a ofnet ~~the~~loss ~~derivative financial instrument was valued at $5,866,285 as~~ of ~~March~~ ~~31, 2011. The fair value of the derivative financial instruments increased to~~ $6326,~~834,944~~606 ~~as of December 31, 2011. The increase in fair value resulted in the Company recognizing expense~~ for ~~$968,659 in its Income statement for the~~three ~~nine~~ months ended ~~December~~June 3130, 2011.

~~Imputed~~Liquidity 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, 2011 was $235,183 as compared to $246,356 for the nine months ended December 31, 2010. 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~~Capital aResources 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~~As ~~Loss.~~of ~~Net~~June ~~loss~~30, ~~increased to $3~~2012,~~005,037~~ ~~for the~~we ~~nine~~had ~~months~~cash ~~ended~~and ~~December~~cash 31equivalents of $1,018,579 ~~2011~~and ~~from~~had a ~~net~~working ~~loss~~capital deficit of $23,~~753~~726,~~829~~664. ~~for~~The ~~the~~following table ~~same~~provides ~~period~~detailed ~~last~~information ~~year,~~about ~~mainly~~our asnet acash ~~result~~flow offor the ~~reasons~~periods ~~as stated above~~indicated.

~~Liquidity~~Cash ~~and Capital Resources~~Flow

As of December 31, 2011 we had no cash or cash equivalents, and had a working capital deficit of $3,496,978. The following table provides detailed information about our net cash flow for all financial statement periods presented in this report.

		Three Months Ended June 30,
		2012			2011
Net cash used in operating activities	$	(1,177,611	)	$	(692,733	)
Net cash used in investing activities		(361,923	)		(16,277	)
Net cash provided by financing activities		2,539,480			634,484
Effect of exchange rate change in cash		18,333			76,293
Net increase (decrease) in cash and cash equivalents		1,018,279			1,767
Cash and cash equivalents at beginning of the period		300			437,124
Cash and cash equivalent at end of the period	$	1,018,579		$	438,891

8Operating Activities

~~Cash~~Net ~~Flow~~cash used in operating activities was $1,177,611 for the ~~(all~~three ~~amounts~~months inended UJune 30, 2012, as compared to $692,733 for the same period in 2011.S. ~~dollars)~~The increase during the quarter ended June 30, 2012, was mainly due to the increased net loss and the decrease on accounts payable and accrued liabilities.

		Nine Months Ended December 31,
		2011			2010
Net cash provided by (used in) operating activities	$	(1,257,892	)	$	(2,733,255	)
Net cash provided by (used in) investing activities		(14,677	)		(3,517,833	)
Net cash provided by (used in) financing activities		697,166			6,558,358
Effects of Exchange Rate Change in Cash		138,279			451,751
Net Increase in Cash and Cash Equivalents		(437,124	)		759,021
Cash and Cash Equivalents, Beginning		437,124			-
Cash and Cash Equivalent, End	$	-		$	759,021

Investing Activities

~~Operating~~Net ~~Activities~~cash used in investing activities was $361,923 for the three months ended June 30, 2012, as compared to $16,277 for the same period in 2011. This increase was mainly due to the increase in restricted cash.

~~Net~~Financing cash used in operating activities was $1,257,892 for the nine months ended December 31, 2011 as compared to $2,733,255 net cash used in operating activities for the nine months ended December 31, 2010. The decrease in cash used in operating activities is mainly due to the decrease in deposits and other assets and our limited capital.Activities

~~Investing~~Net ~~Activities~~cash provided by financing activities was $2,539,480 for the three months ended June 30, 2012, as compared to $634,484 for the same period in 2011. This increase was mainly due to the proceeds from the private placement completed in the quarter ended June 30, 2012.

~~Net~~In ~~cash~~the ~~used~~first infiscal ~~investing~~quarter ~~activities~~of ~~for~~2013, ~~the~~we ~~nine~~completed ~~months~~a ~~ended~~private ~~December~~placement ~~31,~~in ~~2011~~which ~~was~~we ~~$14,677,~~issued asand ~~compared~~sold to ~~$3,517,833~~certain ~~for~~accredited ~~the~~investors ~~nine~~(i) ~~months~~eleven ~~ended~~percent ~~December~~(11%) ~~31,~~secured ~~2010.~~convertible ~~This~~notes ~~decrease~~in isthe ~~mainly~~aggregate ~~the~~original ~~result~~principal amount of ~~the~~$3,135,000, ~~Company~~which notes are convertible into shares our common stock ~~conserving~~at ~~working~~$2.00 ~~capital~~per ~~and~~share ~~limiting~~(subject ~~its~~to ~~capital~~adjustment) ~~investment~~and in(ii) ~~the~~warrants ~~nine months~~to ~~ended~~purchase ~~December~~an aggregate 31of 783,750 ~~2011.~~shares ~~The~~of ~~increased~~our ~~cash~~common ~~used~~stock inat ~~investing~~an ~~activities for~~exercise ~~the~~price ~~nine~~of ~~months~~$2.00 per ~~ended~~share ~~December~~(subject ~~31,~~to ~~2010~~adjustment). ~~was~~As ~~the~~a result of ~~the~~this ~~acquisition~~private ofplacement, we ~~plant~~raised ~~and~~approximately ~~property~~$3.1 tomillion ~~continue~~in ~~construction~~gross ofproceeds, ~~the~~which ~~second~~left ~~MINI~~us ~~plant facility at~~with ~~the~~approximately ~~Salamanca~~$2.6 ~~site~~million ~~and~~in tonet ~~develop~~proceeds after the ~~Navidad~~deduction ~~project~~of offering expenses.

~~Financing Activities~~26

~~Net~~Overall ~~cash~~Liquidity ~~provided~~and byCapital financing activities for the nine months ended December 31, 2011 was $697,166, as compared to $6,558,358 for the nine months ended December 31, 2010. This decrease was primarily due to a decrease in proceeds from common stock in 2011 as compared to 2010.Resources

AsThrough ~~discussed~~the ~~above,~~course onof ~~May~~our ~~12,~~operations ~~2010,~~ we ~~completed~~have arealized ~~private~~that MINI ~~placement~~plants in which weprocess ~~issued~~tailings ~~and~~will ~~sold~~now torequire ~~certain accredited investors~~ an ~~aggregate~~ ofadditional ~~2,089,593~~module ~~shares~~at ofa ~~our~~cost ~~common stock for an aggregate purchase price~~ of $5500,~~809,~~000, orin ~~$2.78~~order ~~per~~to ~~share,~~more ~~and~~efficiently ~~warrants~~process tothe ~~purchase~~tailings. upAccordingly, tothe ~~1,044,803~~total ~~shares~~cost of ~~our~~construction ~~common~~per ~~stock.~~such ~~The~~MINI ~~warrants~~plant ~~have~~has aincreased ~~term~~from ofour ~~four years,~~initial ~~bear~~estimates anof ~~exercise~~$2,500,000 ~~price~~to ofapproximately $3,000,000.61 ~~per~~In ~~share~~addition, ~~(subject~~due to ~~customary adjustments),~~the ~~are~~higher ~~exercisable~~copper onprices, athere ~~net~~has ~~exercise~~been ora ~~cashless~~significant ~~basis~~increase ~~and~~in ~~are~~demand ~~exercisable~~for byraw ~~investors~~copper atore. ~~any~~As ~~time~~a ~~after~~result, the ~~closing~~market ~~date.~~now Asdemands athat ~~result~~any ofproducer ~~this~~must ~~private~~purchase ~~placement,~~the weore ~~raised~~by ~~approximately~~providing ~~$5.8~~payment ~~million~~at inthe ~~gross~~delivery ~~proceeds~~of the ore, ~~which~~and ~~left~~therefore, uswe now ~~with~~require approximately $~~5.3~~500,000 ~~million~~per inMINI ~~net~~plant ~~proceeds~~to ~~after~~purchase ~~the~~enough ~~deduction~~ore ofto ~~offering~~operate ~~expenses.~~at full capacity.

9Initially, we estimated that it would cost approximately $2,500,000 in working capital per plant to construct and operate the plant to capacity. However, as discussed above, we now require approximately $3,500,000 in working capital per MINI plant in order to construct and operate the plant to capacity.

~~Overall~~As ~~Liquidity~~of March 31, 2011, we determined that in order to fully operate on our business plan, we would need an aggregate of approximately $2.1 million to operate at full capacity at our Ana Maria and ~~Capital~~Filomena ~~Resources~~plants. In addition, we determined that we would need approximately $0.7 million for working capital. Accordingly, we completed the private placement transaction noted above in the first fiscal quarter of 2013, in which we raised approximately $3.1 million in gross proceeds, which left us with approximately $2.8 million in net proceeds after the deduction of offering expenses.

InObligations ~~May~~under ~~2010,~~Material we determined that potential long-term opportunities of increasing the capacity at the Ana Maria plant outweighed the short-term costs to us of taking the plant off-line. Accordingly, we shut down operations at the Ana Maria facility for a period of approximately three months and increased the facility’s capacity by 50%. As a result, we generated only $96,170 in net sales for the nine months ended December 31, 2010, which affected our cash flows from operations.Contracts

As ~~discussed above, through the course~~ of ~~our~~March ~~operations~~31, ~~we have~~2012, ~~realized~~there ~~that~~were ~~MINI~~outstanding ~~plants~~loans ~~which~~made ~~process~~to ~~tailings will now require an~~the ~~additional~~Company ~~module~~in atthe aaggregate ~~cost~~amount of $~~500~~5,~~000~~160,583. inOn ~~order~~May to8, ~~more~~2012, ~~efficiently~~we ~~process~~and ~~the~~certain ~~tailings.~~creditors ~~Accordingly,~~which ~~the~~had ~~total~~loaned ~~cost~~us ofan ~~construction~~aggregate ~~per such MINI plant has increased from our initial estimates~~ of ~~$2,500,000 to~~ approximately $34,~~000~~267,~~000.~~774 entered Ininto ~~addition,~~separate ~~due~~loan torepayment ~~the~~agreements ~~higher~~whereby ~~copper~~the ~~prices,~~creditors ~~there~~each ~~has~~agreed ~~been a significant~~to ~~increase~~allow inus ~~demand~~to ~~for~~defer ~~raw~~repayment ~~copper~~of ~~ore.~~their Asrespective aloans ~~result,~~until the ~~market~~later ~~now~~of ~~demands~~(i) ~~that~~May ~~any~~8, ~~producer~~2013 ~~must~~and ~~purchase~~(ii) ~~the~~such ~~ore~~time ~~by providing payment~~ at ~~the delivery of the ore, and therefore,~~ we ~~now~~report ~~require~~positive ~~approximately~~net-income ~~$500,000~~on ~~per~~our ~~MINI~~quarterly ~~plant to~~or ~~purchase~~annual ~~enough~~financial ~~ore~~statements tofiled ~~operate~~with atthe ~~full capacity~~SEC.

~~Initially,~~The wefollowing ~~estimated~~table ~~that~~lists ~~it would cost approximately $2,500,000 in working capital per plant to construct and operate~~ the ~~plant~~loans ~~to capacity.~~which ~~However,~~will asbe ~~discussed~~deferred ~~above, we now require approximately $3,500,000~~ in accordance ~~working~~with ~~capital per MINI plant in order to construct and operate~~ the ~~plant~~loan ~~to capacity.~~repayment agreements:

In order to fully operate on our business plan, we will need an aggregate of approximately $2.2 million to operate at full capacity at our Ana Maria and Filomena plants. In addition, we will need approximately $1.3 million in order to fully capitalize on our opportunity at the site in Arica, as discussed elsewhere in this report. Accordingly, we will need to raise approximately $3.5 million.

Creditor		Amount of Loan(s) Deferred
Jorge Fernando Pizarro Arriagada		CLP$104,579,970
Iván Orlando Vergara Huerta		CLP$165,770,750
Jorge Orellana		CLP$103,985,073
Geominco E.I.R.L		CLP$1,409,005,176
Importadora y Exportadora Bengolea Ltda.		US$500,000
Halter Financial Group		US$190,000

IfInflation ~~we are able to obtain sufficient funds, through a financing, bank loans or a combination thereof, our plan of operations over the next 12 months is as follows:~~

~~Ana~~Inflation ~~Maria~~does ~~Plant:~~not ~~First,~~materially weaffect ~~will~~our ~~spend~~business ~~approximately $140,000~~or ~~on equipment for upgrades and repairs at~~ the ~~existing plant. An~~ ~~additional~~results ~~$400,000~~of ~~will~~our ~~be spent to purchase mining rights and $200,000 in working capital will be required to ramp production to capacity~~operations.

~~Filomena~~Off ~~Plant:~~Balance ~~Once~~Sheet weArrangements have fully funded the Ana Maria plant as indicated above, we will spend approximately $200,000 in manufacturing equipment to complete construction of the plant and commence operations. In addition, we will spend approximately $887,000 over several years to purchase mining rights and $338,000 of working capital to allow the plant to operate at full capacity.

~~Arica:~~We ~~Once~~do wenot have ~~fully~~any ~~funded~~off-balance ~~the~~sheet ~~Ana~~arrangements ~~Maria~~that ~~and~~have or ~~Filomena~~are ~~plants~~reasonably aslikely ~~indicated above, we intend~~ to ~~spend~~have ~~approximately~~a ~~$3.8 million~~current onor ~~the~~future ~~Arica~~effect ~~project. An initial $1.0 million will be spent~~ on ~~capital~~our financial ~~equipment~~condition, ~~for~~changes ~~the~~in ~~open~~financial ~~pit~~condition, ~~mining~~revenues ~~exploitation.~~or ~~In addition~~expenses, ~~$2.5~~results ~~million will be spent on construction~~ of ~~a new MINI plant at the Arica site~~ operations, ~~and $300~~liquidity,~~000~~ ~~will be~~capital ~~used~~expenditures ~~for~~or ~~working~~ capital atresources ~~the plant. We anticipate~~ that ~~construction of the~~is ~~Arica~~material ~~plant~~to ~~will be funded by a combination of a financing or bank loans, and cash flow from ongoing operations at~~ our ~~Ana Maria and Filomena MINI plants~~stockholders. ~~We anticipate that we will begin construction on the Arica plant in September 2012, with the expectation that the facility will commence operations in March 2013.~~

~~Obligations~~Seasonality ~~under Material Contracts~~

OnThe ~~September~~price ~~11,~~of ~~2008,~~copper weon ~~issued~~the aLME ~~promissory~~fluctuates ~~note~~during tothe ~~Geominco in exchange for a loan of 200~~year,~~000,000~~ ~~Pesos (approximately $381,345). On June~~with ~~17,~~prices ~~2010,~~tending ~~Geominco~~to ~~forgave~~be ~~186,308,540~~stronger ~~Pesos~~in of the ~~indebtedness~~April ~~under this loan, pursuant~~ to aSeptember ~~Loan Cancellation Agreement. Therefore~~period, asand ofweaker ~~December 31,~~in ~~2011,~~the ~~13,691,460~~October ~~Pesos~~to ~~(approximately~~March ~~$26~~period,~~106)~~ ofsubject ~~this~~to ~~loan,~~global ~~which~~supply ~~does not bear interest~~ and ~~matures on March 31, 2013, remains outstanding~~demand.

OnCritical ~~December~~Accounting ~~30,~~Policies 2008, we issued a 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 matures on March 31, 2010. The entire amount of the loan was outstanding as of December 31, 2011 and remains outstanding.

Critical accounting policies are those we believe are most important to portraying our financial conditions and results of operations and also require the greatest amount of subjective or complex judgments by management. Judgments and uncertainties regarding the application of these policies may result in materially different amounts being reported under various conditions or using different assumptions. There have been no material changes to the critical accounting policies previously disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2012.

On July 31, 2009, we issued a 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 December 31, 2011 and remains outstanding.27

OnRecent ~~December~~Accounting 31, 2009, we issued a 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 December 31, 2011 and remains outstanding. Pronouncements

~~From~~See ~~time~~Note to2 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, and 231,000,000 Pesos (approximately $440,453) from Jorge Fernando Pizarro Arriagada, a shareholder. 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~~our ~~Cancellation~~unaudited ~~Agreements.~~consolidated ~~The~~financial ~~outstanding face values of the loans, which do~~statements ~~not~~included ~~bear~~in ~~interest~~Item ~~and~~1 ~~mature on March 31, 2013, remained outstanding as~~ of ~~December~~ ~~31,~~this ~~2011~~report.

~~Inflation~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

~~Off~~ITEM ~~Balance~~4. ~~Sheet~~CONTROLS ~~Arrangements~~AND PROCEDURES.

WeEvaluation 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,~~Disclosure ~~capital~~Controls ~~expenditures~~and ~~or capital resources that is material to our stockholders.~~ Procedures

~~Seasonality~~We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As ~~The~~required ~~price~~by ofRule ~~copper~~13a-15(e), onour management has carried out an evaluation, with the ~~LME~~participation ~~fluctuates~~and ~~during~~under the ~~year~~supervision of our Chief Executive Officer, ~~with~~Mr. ~~prices~~Jorge ~~tending~~Osvaldo toOrellana beOrellana, ~~stronger~~and inChief Financial Officer, Mr. Gerard Pascale, of the ~~April~~effectiveness toof ~~September~~the ~~period~~design and operation of our disclosure controls and procedures as of June 30, 2012. Based upon, and ~~weaker~~as of the date of this evaluation, Messrs. Orellana and Pascale, determined that because of the material weaknesses described in Item 9A “Controls and Procedures” of our Annual Report on Form 10-K for the ~~October~~fiscal toyear ended March 31, ~~period~~2012, ~~subject~~which towe ~~global~~were ~~supply~~still in the process of remediating as of June 30, 2012, our disclosure controls and ~~demand~~procedures were not effective. See Item 9A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2012, for the description of these weaknesses.

11Changes in Internal Control over Financial Reporting

~~ITEM~~We 3regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. ~~QUANTITATIVE~~Changes ~~AND~~may ~~QUALITATIVE~~include ~~DISCLOSURES~~such ~~ABOUT~~activities ~~MARKET~~as implementing ~~RISK~~new, more efficient systems, consolidating activities, and migrating processes.

~~Not~~During ~~Applicable~~its evaluation of the effectiveness of internal control over financial reporting as of March 31, 2012, our management identified material weaknesses related to our need to increase our qualified accounting personnel and to enhance the supervision, monitoring and reviewing of financial statements preparation processes. As disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2012, our management has identified the steps necessary to address the material weaknesses, and in the first quarter of fiscal 2013, we continued to implement these remedial procedures. In addition to holding regular Board and Audit Committee meeting, the Company has increased its qualified accounting staff.

~~ITEM~~Other 4.than ~~CONTROLS~~in ~~AND~~connection ~~PROCEDURES~~with the implementation of the remedial measures described above and in the 10-K, there were no changes in our internal controls over financial reporting during the first quarter of fiscal 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Disclosure~~PART ~~Controls~~II ~~and~~OTHER ~~Procedures~~ INFORMATION

AsITEM required by Rule 13a-15 under the Exchange Act, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as of the end of the period covered by this report on Form 10-Q1. ~~This~~LEGAL ~~evaluation was carried out under the supervision and with the participation of our management, including our President and Chief Executive Officer, and our Chief Financial Officer~~PROCEEDINGS. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is accumulated and communicated to management (including the chief executive officer and chief financial officer) to allow timely decisions regarding required disclosure and that our disclosure controls and procedures are effective to give reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

~~There~~From ~~were~~time noto ~~changes~~time, inwe ~~our~~may ~~internal~~become ~~control~~involved ~~over~~in ~~financial~~various lawsuits ~~reporting~~and ~~identified~~legal inproceedings, ~~connection~~which ~~with~~arise, in the ~~evaluation~~ordinary ~~performed~~course ~~that~~of ~~occurred~~business. However, ~~during~~litigation ~~the~~is ~~period~~subject ~~covered~~to byinherent ~~this~~uncertainties, ~~report~~and ~~that~~an ~~have~~adverse ~~materially~~result ~~affected~~in these, or ~~are reasonably~~other ~~likely~~matters, may arise from time to ~~materially~~time ~~affect,~~that may harm our ~~internal~~business. ~~control~~We ~~over~~are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating ~~reporting~~results.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. 28

~~Internal~~ITEM ~~Controls~~1A. ~~Over~~RISK ~~Financial Reporting~~FACTORS.

~~Section~~Not 404 of the Sarbanes-Oxley Act of 2002 requires that management document and test the Company’s internal control over financial reporting and include in this Quarterly Report on Form 10-Q a report on management’s assessment of the effectiveness of our internal control over financial reportingapplicable.

~~Our~~ITEM ~~management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act~~2. ~~Under~~UNREGISTERED ~~the~~SALES ~~supervision~~OF ~~and~~EQUITY ~~with~~SECURITIES ~~the participation~~AND ofUSE ~~our~~OF management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway CommissionPROCEEDS. ~~Based on that evaluation, our management concluded that our internal control over financial reporting is effective, as of December 31, 2011.~~

12We have not sold any equity securities during the first quarter of fiscal 2013 that were not previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K that was filed during the quarter.

~~PART~~No IIrepurchases of our common stock were made during the first ~~OTHER~~quarter ~~INFORMATION~~of fiscal 2013.

ITEM 13. ~~LEGAL~~DEFAULTS ~~PROCEEDINGS~~UPON SENIOR SECURITIES.

~~From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business~~None. 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 1A4. ~~RISK~~MINE ~~FACTORS~~SAFETY DISCLOSURES.

Not applicable.

ITEM 25. ~~UNREGISTERED~~OTHER ~~SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~INFORMATION.

We ~~did~~have ~~not~~no ~~sell~~information ~~any~~to ~~equity~~disclose ~~securities~~that was required to be in a report on Form 8-K during the first quarter ~~ended December~~of 31fiscal 2013, ~~2011~~but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

ITEM 36. ~~DEFAULTS UPON SENIOR SECURITIES~~EXHIBITS.

~~None~~The list of exhibits in the Exhibit Index to this report is incorporated herein by reference.

~~ITEM 4. MINE SAFETY DISCLOSURES.~~29

~~Not~~SIGNATURES ~~applicable~~

~~ITEM~~Pursuant 5.to ~~OTHER~~the ~~INFORMATION~~requirements of the Securities Exchange Act of 1935, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

None.

Date: August 20, 2012	CHILE MINING TECHNOLOGIES INC.

	By:	/s/ Jorge Osvaldo Orellana Orellana
		Jorge Osvaldo Orellana Orellana, Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Gerard Pascale
		Gerard Pascale, Chief Financial Officer
		(Principal Financial Officer and Principal
		Accounting Officer)

~~ITEM~~EXHIBIT 6.INDEX ~~EXHIBITS.~~

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

Exhibit No.		Description
4.1		Form of 11% Secured Convertible Note (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 14, 2012)
4.2		Form of Common Stock Purchase Warrant issued to investors (incorporated by reference to Exhibit 4.2to the Company’s Current Report on Form 8-K filed on May 14, 2012)
4.3		Form of Common Stock Purchase Warrant issued to agents (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 14, 2012)
10.1		Form of Securities Purchase Agreement, dated May 8, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 14, 2012)
10.2		Closing Escrow Agreement, dated May 8, 2012, by and among the Company, Euro Pacific Capital, Inc., Halter Financial Securities Inc. and Escrow, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 14, 2012)
10.3		Subsidiary Guarantee, dated May 8, 2012, by Sociedad Minera Licancabur, S.A. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 14, 2012)
10.4		Form of Security Agreement, dated May 8, 2012 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on May 14, 2012)
10.5		Loan Repayment Agreement, dated May 8, 2012, between the Company and Jorge Osvaldo Orellana Orellana (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on May 14, 2012)
10.6		Loan Repayment Agreement, dated May 8, 2012, between the Company and Jorge Fernando Pizarro Arriagada (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on May 14, 2012)
10.7		Loan Repayment Agreement, dated May 8, 2012, between the Company and Ivan Orlando Vergara Huerta (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on May 14, 2012)
10.8		Loan Repayment Agreement, dated May 8, 2012, between the Company and Geominco E.I.R.L. (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on May 14, 2012)
10.9		Loan Repayment Agreement, dated May 8, 2012, between the Company and Importadora y Exportadora Bengolea Ltda. (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on May 14, 2012)
10.10		Loan Repayment Agreement, dated May 8, 2012, between the Company and Halter Financial Group (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on May 14, 2012)
31.1		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		Interactive data files pursuant to Rule 405 of Regulation S-T (furnished herewith).

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
101.INS *	XBRL Instance Document
101.SCH *	XBRL Taxonomy Extension Schema Document
101.CAL *	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *	XBRL Taxonomy Extension Label Linkbase Document
101.PRE *	XBRL Taxonomy Extension Presentation Linkbase Document

*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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 21, 2012	/s/ Jorge Osvaldo Orellana
	Orellana
	Jorge Osvaldo Orellana Orellana
	Chairman and Chief Executive Officer
	(Principal Executive Officer)
Dated: February 21, 2012	/s/ Ronald Christian Pellegrini Vasquez
	Ronald Christian Pellegrini Vasquez
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

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

Filing Compare · Chile Mining Technologies Inc.