Purchase Contract [203-09CMX-25739-P] effective October 5, 2009



 Exhibit 10.1 
 CONSORCIO MINERO DE MÉXICO CORMIN MEX, S.A DE C,V, 
 a Trafigura Group
Company 
 DON DAVID GOLD, S.A. DE C.V. 
 Mexico City, October 5, 2009 
  

			
	  

PURCHASE CONTRACT

 
	  	  

203-09-CMX-25739-P

 


 This contract is concluded on the 5th day of October 2009 (the “Effective Date”) between DON DAVID GOLD, S.A. DE C.V.., Macedonio
Alcala No. 201-105, Col Centro, Oaxaca, Oaxaca, Mexico (the “Seller”) and CONSORCIO MINERO DE MEXICO CORMIN MEX, S.A. DE C.V., Avenida Reforma No 115 Despacho 2102, Col. Lomas de Chapultepec, C.P. 11000,
Delegación Miguel Hidalgo, Distrito Federal, Mexico (the “Buyer”). 
 SCOPE OF THE CONTRACT 

The Seller agrees to sell gold/silver concentrates and the Buyer agrees to buy gold/silver concentrates at the terms and conditions set out below:

 DEFINITIONS 
  

			
	1 ton means:	  	1 metric ton of 1000 kilograms or 2204.62 lbs;
		
	1 kilogram means	  	1000 grams;
		
	1 unit means:	  	1% of the dry net weight;
		
	1 ounce means:	  	1 troy ounce of 31.1035 grams;
		
	1 pound means:	  	453.593 grams;
		
	US$ and US cents means:	  	the lawful currency of the United States of America;
		
	INCOTERMS 2000 means:	  	the 2000 edition of the standard trade definitions published by the International Chamber of Commerce;
		
	LME means:	  	London Metal Exchange;
		
	Banking Day and Business Day mean:	  	any day except a Saturday or Sunday on which banks in the city of New York, New York, USA, are generally open for the conduct of business;
		
	Affiliates means:	  	in relation to any company or corporation, a Subsidiary or Holding Company of that company or corporation or any other Subsidiary of that company or corporation or of that
Holding Company;
		
	Subsidiary means:	  	in relation to any company or corporation, a company or corporation which is controlled, directly or indirectly, by the first mentioned company or corporation; more than half the
issued share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or which is a Subsidiary of another Subsidiary of the first mentioned company or corporation; and for this purpose, a company
or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.
		
	Holding Company means:	  	in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary;
		
	Valid TML	  	Transportable Moisture Limit for the current shipment;








 CONSORCIO MINERO DE MÉXICO CORMIN MEX, S.A DE C,V, 

a Trafigura Group Company 
  

			
	Valid FMP	  	Flow Moisture Point valid for the current shipment;
		
	IMO/BC Code means:	  	the International Maritime Organisation Code of Safe Practice for Solid Bulk Cargoes in effect at the time of delivery.

 QUANTITY 

100% of the concentrate production, estimated to be approximately 600 to 900 wmt per month, to be delivered from October 2009 to September 2010.

 QUALITY 
 “El
Aguila” gold/silver concentrates, assaying as follows (the “Concentrate”): 
  

											
	Gold	 	200 - 400 g/dmt	  		  		  		  	
	Silver	 	3000 - 5000 g/dmt	  		  		  		  	
	Arsenic	 	1500 - 2000 g/dmt	  		  		  		  	
	Antimony	 	200 - 300 g/dmt	  		  		  		  	
	Bismuth	 	15 -30 g/dmt	  		  		  		  	
	Mercury	 	0.05 - 0.10 g/dmt	  		  		  		  	
	Tellurium	 	30 - 45 g/dmt	  		  		  		  	

 The Concentrate shall otherwise be free from deleterious impurities harmful to the smelting and / or refining processes.
The Concentrate shall conform to all local regulations and the IMO / BC Code of Safe Practice for Solid Bulk Cargoes. Seller shall present valid TML, FMP and moisture certificates if so requested by Buyer. In the event of a significant deviation
both parties shall agree to discuss a solution in good faith in line With the prevailing market. 
 DELIVERY 

CIP Manzanillo or parity (Incoterms 2000). 
 All
export charges and the costs of loading the Concentrate into the carrying vessel shall be for Buyer’s account. Seller shall have the right to collect the 15% VAT. 
 PRICE 
 Payables 
 Silver 
 Pay for 95% (ninety five percent) of the final silver content, subject to a minimum
deduction of 50 (fifty) grams per dry metric ton of the Concentrate, shall be paid at the official LBMA spot quotation for silver, as published in the Metal Bulletin in US$ and averaged over the quotational period. 

Gold 
 Pay for 95% (ninety five percent)
of the final gold content of the Concentrate, subject to a minimum deduction of 1.5 (one point five) grams per dry metric ton of the Concentrate shall be paid at the London Final quotation as published in the Metal Bulletin in US$ and averaged over
the quotational period. 







 CONSORCIO MINERO DE MÉXICO CORMIN MEX, S.A DE C,V, 

a Trafigura Group Company 

Deductions 
 Treatment Charge

 US$310.00 (US$ three hundred and teen) per dry metric ton of the Concentrate delivered basis CIP Manzanillo or parity. 

Refining Charges 
 Silver

 US$1.20 (US$ one point two zero) per payable ounce. 
 This refining charge is based on a silver price of US$15/TOz and shall be increased by US$0.05 for each US$1.0 dollar that the final silver price is over US$15/TOz. 

Gold 
 US$8.00 (US$ eight) per payable
ounce. 
 Arsenic + Antimony Penalty 
 US$3.00 (US$ three) per dry metric ton of the Concentrate for each 0.10% (zero point one percent) the final combined arsenic plus antimony content exceeds 0.4% (zero point four percent) up to 3% (three
percent). 
 Bismuth Penalty 

US$1.50 (US$ one point five) per dry metric ton of the Concentrate for each 0.010% (zero point zero one percent) the final bismuth content exceeds 0.1%
(zero point one percent). 
 All fractions pro rata. 
 QUOTATIONAL PERIOD 
 The applicable quotational period for each payable metal and each
monthly quota separately shall be: 
  

	 	•	 	 The first month following the month of delivery at Buyer’s designated warehouse (M+I) 



For the avoidance of doubt the month of delivery (“M”) shall be the month of the closing date of the lot delivered to the designated warehouse.








 CONSORCIO MINERO DE MÉXICO CORMIN MEX, S.A DE C,V, 

a Trafigura Group Company 

PAYMENT 
 The provisional payment shall
be effected as follows: 
 First Provisional Payment 
 90% (ninety percent) of the provisional invoice value of the Concentrate, based on the final weights and provisional dry weights determined at the receiving warehouse, provisional assays, and the
applicable metal quotations averaged over the 5 (five) LME pricing days prior to the invoicing date, shall be paid 10 days after lot completion at the warehouse against the following documents: 

 

	1.	Seller’s provisional invoice; 


	2.	Seller’s provisional weight and moisture certificate; 


	3.	Seller’s provisional assay certificate. 


	4.	Holding Certificate acceptable to Buyer and duly signed by an independent surveyor company. 

 Final Payment 
 Final payment shall be made by the party so owing within 3 (three)
Banking Days of final weights, final assays and final prices being known against presentation of Seller’s final invoice. 
 TITLE AND
RISK 
 Title to and risk in the Concentrate shall pass from Seller to Buyer when the Concentrate has been delivered to the Buyer’s
nominated warehouse in Manzanillo, Mexico. 
 WEIGHING, SAMPLING AND MOISTURE DETERMINATION 

The operations of weighing, sampling and moisture determination shall be carried out at the receiving warehouse nominated by Buyer. The weight determined
at the warehouse less a weight franchise of 0.50 (zero point five percent) percent shall be final and binding for settlement purposes. 
 Seller
and Buyer shall appoint an internationally recognised supervision company on a joint basis to represent them during these operations. The costs of these operations shall be shared equally between the parties. 

The size of the lots for sampling purposes shall be approximately 30 wet metric tons. Sample portions shall be made from each such sample lot and
distributed as follows: 
  

	-	2 sets of sealed samples for the Seller; 


	-	2 sets of sealed samples for the Buyer; 


	-	1 set of sealed samples to be retained by an internationally recognised supervision company for eventual umpire purposes. 


The final contents for all elements shall be calculated on a lot-by-lot basis. The sum of the individual lot contents will constitute the total of the
shipment. 







 CONSORCIO MINERO DE MÉXICO CORMIN MEX, S.A DE C,V, 

a Trafigura Group Company 

ASSAYING 
 Assays shall be determined by
an independent laboratory at loading port and shall be considered as finals for both parties. 
 Seller and buyer will determine by mutual
agreement one of the following laboratories for assay determination, and will be chosen on a rotational basis: 

-Alfred Knight Mexico 
 -ERSA 
 -SGS 

Silver and Gold assays shall be determined unadjusted for cupel absorption and slag loss 
 FORCE MAJEURE 
 If either party is prevented, hindered or delayed from performing in whole
or in part any obligation or condition of this contract by reason of force majeure (the “Affected Party”), the Affected Party shall give written notice to the other party promptly and in any event within 3 (three) Business Days
after receiving notice of the occurrence of a force majeure event giving, to the extent reasonably practicable, the details and expected duration of the force majeure event and the quantity of Concentrate affected (the “Force Majeure
Notice”). 
 Provided that a Force Majeure Notice has been given, for so long as the event of force majeure exists and to the extent
that performance is prevented, hindered or delayed by the event of force majeure, neither party shall be liable to the other and the Affected Party may suspend performance of its obligations under this contract (a “Force Majeure
Suspension”). During the period of a Force Majeure Suspension, the other party may suspend the performance of all or a part of its obligations to the extent that such suspension is commercially reasonable. 

The Affected Party shall use commercially reasonable efforts to avoid or remove the event of force majeure and shall promptly notify the other party when
the event of force majeure is terminated. 
 If a Force Majeure Suspension occurs, the time for performance of the affected obligations and, if
applicable, the term of this contract shall be extended for a period equal to the period of suspension. 
 If the period of the Force Majeure
Suspension is equal to or exceeds 3 months from the date of the Force Majeure Notice, and so long as the force majeure event is continuing, either party may, in its sole discretion and by written notice, terminate this contract or, in the case of
multiple deliveries under this contract, terminate the affected deliveries. Upon termination in accordance with this clause, neither party shall have any further liability to the other in respect of this contract or, as the case may be, the
terminated deliveries except for any rights and remedies previously accrued under the Contract, including any payment obligations. 

“Force Majeure” means any cause or event reasonably beyond the control of a party, including, but not limited to fires, earthquakes, lightning,
floods, explosions, storms, adverse weather, landslides and other acts of natural calamity or acts of god; navigational accidents or maritime peril; vessel damage or loss; strikes, grievances, actions by or among workers or lock-outs (whether or not
such labour difficulty could be settled by acceding to any demands of any such labour group of individuals); accidents at, closing of, or restrictions upon the use of mooring facilities, docks, ports, harbours, railroads or other navigational or
transportation mechanisms; disruption or breakdown of, storage plants, terminals, machinery or other facilities; acts of war, hostilities (whether declared or undeclared), civil commotion, embargoes, blockades, terrorism, sabotage or acts of the
public enemy; any act or omission of any governmental authority; good faith compliance with any order, request or directive of any governmental authority; or any other cause reasonably beyond the control of a party, whether similar or dissimilar to
those above and whether foreseeable or unforeseeable, which, by the exercise of due diligence, such party could not have been able to avoid or overcome. A party’s inability economically to perform its obligations under the Contract shall not
constitute an event of force majeure. 







 CONSORCIO MINERO DE MÉXICO CORMIN MEX, S.A DE C,V, 

a Trafigura Group Company 
 This
clause shall not apply to any Concentrate for which vessel, truck or rail wagon space has been booked, pricing has been established, the quotational period has commenced or payment has been made unless the Buyer has expressly consented in writing.

 SUSPENSION OF QUOTATIONS 

The metal prices and currency quotations specified under this contract are the quotations in general use for the pricing of the metal content of
concentrate. 
 In the event that any of these price quotations cease to exist or cease to be published or should no longer be internationally
recognised as the basis for the settlement of concentrate contracts, then upon the request of either party, Seller and Buyer will promptly consult together with a view to agree on a new pricing basis and on the date for bringing such basis into
effect. The basic objective will be to secure the continuity of fair pricing. 
 DISPUTE RESOLUTION 

Any dispute arising out of or in connection with this contract including any question regarding its existence, validity or termination, shall be referred
to and finally resolved by arbitration under the Rules of the New York Court of International Arbitration, which Rules are deemed to be incorporated by reference into this clause. The tribunal shall consist of three arbitrators, one to be nominated
by Buyer, one by Seller and the third by the President of the NYCIA. In case either party fails to nominate its arbitrator then he will be appointed by the President of the NYCIA. However, it is understood that both parties shall be entitled to take
any reasonable measures for the protection of rights accrued to them by this contract without prejudice to the provisions of this clause. The arbitration shall be held in London, England. The Arbitration Tribunal shall state in its award in detail
the facts of the case and reasons for its decision. The award shall be final and binding and not subject to appeal. 
 CHOICE OF LAW

 This contract shall be governed by and construed in accordance with New York law. 

The United Nations Convention on Contracts for the International Sale of Goods (1980) shall not apply to this contract. 

TAXES AND TARIFFS 
 Any taxes, tariffs
and duties whether existing or new on the Concentrate or contained metals or on commercial documents relating thereto or on the cargo itself, imposed in the country of origin shall be borne by the Seller. 

Any taxes, tariffs and duties whether existing or new on the Concentrate or contained metals or on commercial documents relating thereto or on the cargo
itself, imposed in the country of discharge and/or the importing country shall be borne by Buyer. 







 CONSORCIO MINERO DE MÉXICO CORMIN MEX, S.A DE C,V, 

a Trafigura Group Company 

LICENSES 
 Seller undertakes that all the
necessary export licences and all other authorisations required for the Concentrate have been obtained (and/or will be obtained) for the entire quantity covered by this contract. Seller furthermore guarantees that such licences will remain in force
for the full life of this contract. 
 ASSIGNMENT 
 Without the prior written consent of the other party, which shall not be unreasonably withheld, neither party may assign or create a trust or otherwise transfer its rights or obligations under this
contract in full or in part. 
 THIRD PARTY RIGHTS 
 Any person who is not a party to this contract may not enforce any term of it. The parties agree that the Contracts (Rights of Third Parties) Act 1999 shall not apply to this contract or any other
agreement entered pursuant to it. 
 LIMITATION OF LIABILITY 
 Neither the Seller nor the Buyer shall be liable, whether in contract or in tort or otherwise, for indirect, consequential or special damages or losses of whatsoever nature, however caused. 

INCOTERMS 
 Insofar as not inconsistent
herewith INCOTERMS 2000 (and any later amendments thereto) shall apply to this contract. 
 NOTICES 

No notice or communication with respect to this contract shall be effective unless it is given in writing and delivered or sent by facsimile or electronic
mail to the other party at the address set out herein, or to such other address as each party otherwise notifies the other party. 
 Notices
given by first class mail shall be deemed to have been delivered when received. Notices sent by facsimile or electronic mail shall be deemed to have been received upon completion of successful transmission if sent during normal office hours at the
place of receipt. Any facsimile or electronic mail transmitted outside of normal office hours at the place of receipt shall be deemed to have been received on the next Business Day. 







 CONSORCIO MINERO DE MÉXICO CORMIN MEX, S.A DE C,V, 

a Trafigura Group Company 
 All
notices, requests and other communications hereunder shall be addressed: 
  

			
	If to Buyer:	  	CONSORCIO MINERO DE MÉXICO
		  	CORMIN MEX, S.A. DE C.V.
		  	Av. Reforma, No. 116, Despacho 2102
		  	Lomas de Chapultepec
		  	Delegatión Miguel Hidalgo
		  	México D.F. 11000, México
		  	Phone: +52 55 53 51 44 00
		
	If to Seller:	  	DON DAVID GOLD S.A. DE C.V.
		  	Macedonio Alcalá No. 201-105,
		  	Col Centro, Oaxaca, Oaxaca,
		  	México
		  	Phone: +52 951 5216 82 58

 WAIVERS 

No waiver of any right, power or remedy or of any provision of this contract and no amendment of any provision of this contract shall be effective unless
and to the extent that it is expressly made and reduced to writing. 
 SEVERABILITY 

The invalidity, illegality or unenforceability of any one or more of the provisions of this contract shall in no way affect or impair the validity and
enforceability of the other provisions of this contract. 
 CONFIDENTIALITY 
 The existence of and terms of this contract shall be held confidential by the parties save to the extent that such disclosure is made to a party’s banks, accountants, auditors, legal or other
professional advisers, or as may be required by law, a competent court or a liquidator or administrator of a party, or the other party has consented in writing to such disclosure. 
 ENTIRE AGREEMENT 
 This contract constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes any previous agreements between the parties relating to the subject matter. Each party acknowledges and represents that it has not relied on or been induced to enter into this contract by any
representation, warranty or undertaking other than those expressly set out in this contract. A party is not liable to the other party for a representation, warranty or undertaking of whatsoever nature that is not expressly set out in this contract.








 CONSORCIO MINERO DE MÉXICO CORMIN MEX, S.A DE C,V, 

a Trafigura Group Company 
 IN
WITNESS WHEREOF the parties have executed this document as of the respective dates specified below with effect from the Effective Date specified on the first page of this document. 
 Accepted: 
  

					
	 




	 		 	 





	DON DAVID GOLD, S.A. DE C.V.	 		 	CONSORCIO MINERO DE MEXICO
	(signed by fully authorised signatory)	 		 	CORMIN MEX S.A. DE C.V.
		 		 	(signed by fully authorised signatory)
			
	Place and Date:	 		 	Place and Date: