Purchase Contract [303-11CMX-028-1-P] effective April 1, 2012



 Exhibit 10.8 

 
 



 
 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 303-11CMX-028-1-P 
 With respect to contract 303-11CMX-028-1-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. 
  

	
	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 

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 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
	  	 	200 gr	  	 	(two hundred grams per dry metric ton)
	 Gold
	  	 	2.00grms	  	 	(two grams per dry metric ton)
	 Copper
	  	 	0.50	% 	 	(zero point five percent)
	 Arsenic
	  	 	0.10	% 	 	(zero point one percent)
	 Antimony
	  	 	0.20	% 	 	(zero point two percent)
	 Lead
	  	 	0.30	% 	 	(zero point three percent)
	 Zinc
	  	 	0.30	% 	 	(zero point three 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 
  

	
	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 

SGS Nederland B.V., 
 Mineral Services

 Malledijk 18 
 3200 AE Spijkenisse

 The Netherlands 
 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:	 	Colo 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