Purchase Contract [103-11CMX-019-1-P] effective April 1, 2012



 Exhibit 10.4 
 CONSORCIO MINERO DE MÉXICO CORMIN MEX, S.A. DE C.V. 
 a Trafigura
Group Company 
 DON DAVID GOLD MEXICO, SA. DE C.V. 
 Calle Las Rosas No. 339 
 Colonia Reforma, C.P. 68050 

Oaxaca de Juárez, Oaxaca. 
 México

 Mexico City, April 1st, 2012 
  

	
	  

AMENDMENT TO PURCHASE CONTRACT 103-11CMX-019-1-P

 


 With respect to contract 103-11CMX-019-1-P (the “Contract”) between CONSORCIO MINERO DE MEXICO
CORMIN MEX, S.A. DE C.V., Av. Reforma No. 115, Despacho 2102, Lomas de Chapultepec, Delegaciòn Miguel Hidalgo, Mexico D.F. 11000, Mexico (the “Buyer”) and DON DAVID GOLD, SA. DE C.V., Macedonio Alcalá
No. 201-105, colonia centro, Oaxaca de Juárez, Oaxaca (the “Seller”), Buyer and Seller agree to amend the Contract as follows: 
 The Effective Date of this Amendment shall be the 01st day of February 2012. 
 AGREED TERMS

 As from the Effective Date: 
 I.
- General Provisions 
 The rights and obligations of the Seller under the Contract dated July 1, 2011 are assigned and transferred to
the company DON DAVID GOLD MEXICO, S.A. DE C.V., and this company accept all this rights and obligations; 
 Nothing in this Agreement shall
affect or prejudice any claim or demand whatsoever which Cormin Mex may have against the Seller, relating to matters arising prior to the Effective Date. 
 DON DAVID GOLD MEXICO, S.A DE C.V., guarantees the performance of all of its obligations under the Contract mentioned above and indemnifies the Buyer in respect of any losses, liabilities, costs and
expenses incurred or suffered as a result of any failure to perform any obligation under the Contract. 
 II. - ASSAYING

 Assays shall be made independently by each party and the results of such assays shall be exchanged on a lot-by-lot basis for payable
elements and on a composite basis for penalty elements by registered airmail or special courier on a mutually agreed date, but in any event not 
  

 
 Av. Paseo de la Reforma No. 115,
Piso 21 Oficina 2102 Col. Lomas de Chapultepec México, D.F. C.P. 11000 Tel.: 5540 2169 Fax: 5540 2203 
  








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

a Trafigura Group Company 
  

 
later than 60 (sixty) calendar days after the date on which the assay samples are sealed and sent to the respective parties. In the event one party fails to present its assay certificate to the
other party by the 60th (sixtieth) calendar day following the date on which the assay samples were sealed and sent to the respective parties, the assay results of the party which was ready to exchange its assay results shall be final and binding,
save for fraud or manifest error. 
 Should the difference between the results of both parties be not more than: 

 

					
	Silver	  	30 gr	  	(thirty grams per dry metric ton)
	Gold	  	0.5grms	  	(zero point five grams per dry metric ton)
	Zinc	  	0.50 %	  	(zero point five percent)

 Then the exact mean of the two results shall be taken as the agreed assay for the purpose of final accounting.

 In the event that the difference between Seller’s and Buyer’s assay results exceeds the limits set out above then an umpire assay
shall be made by an umpire laboratory to be agreed upon between Buyer and Seller, which shall be one of the following, acting in rotation: 

Stewart Inspection and Analysis Limited 

Caddick Road 
 Knowsley Business Park 

Prescot 
 L34 9ER 

England 
 Laboratory Services International
B.V. 
 Pittsburghstraat 9 
 3047 BL
Rotterdam 
 The Netherlands 

Alfred H. Knight International Ltd. 

Eccleston Grange 
 Prescot Road 

St. Helens 
 Merseyside WA10 3BQ 

England 
 SGS Nederland B.V., 

Mineral Services 
 Malledijk 18 

3200 AE Spijkenisse 
 The Netherlands 


  
  

Av. Paseo de la Reforma No. 115, Piso 21 Oficina 2102 Col. Lomas de Chapultepec México, D.F. C.P. 11000 Tel.: 5540 2169 Fax: 5540
2203 
  









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

a Trafigura Group Company 
  

 Should the umpire assay fall between the results of the two parties, the arithmetical mean of the umpire
assay and the assay of the party whose results are nearer to the umpire’s shall be taken as the agreed assay. Should the umpire assay fall outside the exchanged results, the middle of the 3 (three) results shall be final. If the umpire results
coincides with the result of either of the two parties or is the exact mean of the exchanged result, the umpire assay shall be final. 
 The
cost of the umpire assay shall be borne by the party whose result is farthest from the umpire result. The cost of the umpire assay shall be borne equally by both parties when the umpire assay is the exact mean of the exchanged results. 

III. – Jurisdiction 
 This Agreement
shall be governed by and construed in accordance with the laws of Mexico. Any dispute arising out of or in connection with this Agreement (including any question regarding its existence, validity or termination) shall be referred to and finally
resolved by Mexico’s trials. 
 IN WITNESS WHEREOF the Parties have executed this Agreement as of the respective dates set out below
with effect from the Effective Date. 
  

			
	Accepted:	  	 
	 




	  	 





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

		
	Place and Date:                    	  	 Place and Date: Colorado Springs, CO USA April 25, 2012
 Name: William W. Reid

		
	 




	  	
		
	 DON DAVID GOLD MEXICO, S.A. DE C.V.,
 (Signed by fully authorised signatory)
	  	
		
	Place and Date: Colo Springs, CO USA April 25, 2012	  	
		
	Name: William W. Reid	  	


  
  

Av. Paseo de la Reforma No. 115, Piso 21 Oficina 2102 Col. Lomas de Chapultepec México, D.F. C.P. 11000 Tel.: 5540 2169 Fax: 5540
2203