ex10_4.htm


Exhibit 10.4


 



ASSET PURCHASE AGREEMENT


(Mining Claims)








	
FROM;

	
DNA Precious Metals INC., a body duly incorporated as per the laws of Nevada, USA, having its principal operations office at 9125 Pascal Gagnon, suite 204, Saint-Leonard, Québec,  H1P-1Z4, Canada herein represented by James Chandik, its president, duly authorized as per a resolution dated June1st 2010, a copy of which is attached herewith;


(Hereinafter the Purchaser and/or The Offeror)













	
TO:

	
9215-8062 Quebec INC., a body duly incorporated as per the laws of Québec, having its principal place of business at 1915 Leandre Descote, Chomedy, Laval,  Québec, H7W-5M5,  herein  represented  by George Polyrakis,  its president, duly authorised as per a resolution dated March 19th  2010, a copy of which is attached herewith;



(Hereinafter the Seller)



	
 












(the Offeror and the Seller hereinafter collectively referred to as the “Parties”)



	 





 


PREAMBLE


WHEREAS the Seller is the owner of the following mining claims in the Montauban Mine, located in the Montauban and Chavigny townships near Grondines West, in the county of Portneuf:








	
CANTON

	
LOT

	  	  	  
	
Montauban

	
3116

	
0047

	
claim

	
5233236


	
Montauban

	
3116

	
0046

	
claim

	
5233237


	
Montauban

	
3116

	
0044

	
claim

	
5233327


	
Montauban

	
3116

	
0045

	
claim

	
5233328


	
Montauban

	
3116

	
0039

	
claim

	
5233329


	
Montauban

	
3116

	
0040

	
claim

	
5233330


	
Montauban

	
3116

	
0043

	
claim

	
5233336


	
Montauban

	
3116

	
0042

	
claim

	
1037669


	
Montauban

	
3116

	
0041

	
claim

	
1118667


	
Montauban

	
3116

	
0041

	
claim

	
1118666









	 





 


WHEREAS the said mining claims are not the object of any royalty agreement whatsoever;


 




  





  











  






 




WHEREAS the Seller wishes to sell to the Purchaser whom agrees to buy the said mining claims; in the Montauban Mine, located in the Montauban and Chavigny townships near Grondines West, in the county of Portneuf:








	
CANTON

	
LOT

	  	  	  
	
Montauban

	
3116

	
0047

	
claim

	
5233236


	
Montauban

	
3116

	
0046

	
claim

	
5233237


	
Montauban

	
3116

	
0044

	
claim

	
5233327


	
Montauban

	
3116

	
0045

	
claim

	
5233328


	
Montauban

	
3116

	
0039

	
claim

	
5233329


	
Montauban

	
3116

	
0040

	
claim

	
5233330


	
Montauban

	
3116

	
0043

	
claim

	
5233336


	
Montauban

	
3116

	
0042

	
claim

	
1037669


	
Montauban

	
3116

	
0041

	
claim

	
1118667


	
Montauban

	
3116

	
0041

	
claim

	
1118666












Hereinafter the Mining Claims







WHEREAS the Purchaser is vested with the powers and is duly qualified to enter into and execute this Asset Purchase agreement;







NOW THEREFORE, THE OFFEROR HERETO DECLARES AS FOLLOWS:








	
1.00

	
PREAMBLE 


 


The preamble is an integral part of this Asset purchase agreement.



















	
2.00

	
OBJECT 


 


Subject to the express condition that the Seller will observe, respect and comply with all clauses, conditions and stipulations herein, the Purchaser hereby purchases from the Seller the following mining claims: in the Montauban Mine, located in the Montauban and Chavigny townships near Grondines West, in the county of Portneuf:



















	
Montauban

	
3116

	
0047

	
claim

	
5233236


	
Montauban

	
3116

	
0046

	
claim

	
5233237


	
Montauban

	
3116

	
0044

	
claim

	
5233327


	
Montauban

	
3116

	
0045

	
claim

	
5233328


	
Montauban

	
3116

	
0039

	
claim

	
5233329


	
Montauban

	
3116

	
0040

	
claim

	
5233330


	
Montauban

	
3116

	
0043

	
claim

	
5233336


	
Montauban

	
3116

	
0042

	
claim

	
1037669


	
Montauban

	
3116

	
0041

	
claim

	
1118667


	
Montauban

	
3116

	
0041

	
claim

	
1118666














  





  











  






 



	
3.00

	
CONSIDERATION













	 	
3.01

	
Purchase Price


 








	 	
  

	
The purchase agreement is for 5,000,000 shares of DNA Precious Metals Inc. common stock.













	 	
3.02

	
Terms and Conditions of Payment


 








	 	
  

	
The aforesaid purchase price is payable as follows:














	 	
a)

	
Stock Payment









 



	 	
  

	
The purchaser agrees to issue 5,000,000 shares of DNA Precious Metals Inc. common stock, within 10 days of the closing, to the Seller.


 


Closing of the transaction shall be held at the offices of Alain Houle Attorney, located 1751 Richardson, suite 6.119, Montreal, Quebec, H3K 1G6, Canada.













	 	
  

	
The Seller shall provide Alain Houle Attorney In Trust the duly signed forms for the transfer of titles, as required for the transfer of the claims by the Loi sur les Mines (Quebec; for deposit by Alain Houle Attorney of the said forms with the proper authorities.







 



	
4.00

	
SPECIAL PROVISIONS













	 	
4.01

	
Inclusions and Exclusions


 








	 	
  

	
N/A













	 	
4.02

	
Representations and Guarantees of the Seller


 








	 	
  

	
The Seller represents and guarantees the following to the Purchaser.  In addition,  the  Seller  acknowledges  that  every  one  of  the  said representations  and  guarantees  are  conditions  without  which  the Purchaser would  not contract.   Also, the said representations and guarantees shall be veracious at the time of signing the Sale Agreement.














	 	
a)

	
The Seller is duly constituted
















	 	
b)

	
The Seller is the sole owner of the Mining claims, by good and valid title and the Seller has not granted any real or personal right in regard to these mining Claims;
















	 	
c)

	
The Seller has the right and the capacity to own the Mining Claims and can freely dispose of it them.









 




  





  











  






 




	 	
d) 

	

The Seller is not involved in any agreement which could affect his rights as to the Mining Claims.


















	 	
e)

	
The Mining Claims are free and clear of all hypothecs, claims, sureties, assignments, seizures or other whatever that could encumber it, including any royalties and NSR, wether for minerals, metals, extracts or any byproducts.
















	 	
f)

	
The sale of the Mining Claims is not to be construed as a sale of an enterprise as defined by the Civil Code of Quebec, i.e. the sale of all or a substantial part of the Seller’s business which is made outside the ordinary course of business.
















	 	
g)

	
The Seller is a Canadian resident as defined by the Income Tax Act (Federal) and the Taxation Act (Quebec).
















	 	
h)

	
The present agreement has been duly authorized by competent regulatory authorities;
















	 	
i)

	
The Mining Claims comply with laws, by-laws and orders in force.   In addition, the Seller has neither received any notice, or been informed of any offence or irregularities to such laws, by-laws or orders, including the Loi sur la qualité de l’environnement
















	 	
j)

	
The Mining Claims do not infringe any law respecting the environment protection, including the Loi sur la qulité de l’environnement., and any business conducted has been in accordance with all applicable laws, and that the claims and underlying properties are exempt from dangerous or toxic substances, pollution or other unfavorable conditions from the mining activities conducted and that could result in any environmental responsibility
















	 	
k)

	
No obligation to restore or conduct any environmental restoration does exist in relation with the claims and underlying properties, and the Seller is unaware of any circumstance that could give rise to such obligation, for work conducted by the Seller and by its predecessors;
















	 	
I)

	
The Seller is not aware of any change or circumstance which might negatively affect any of the representations made hereinabove, or that could mislead the Purchaser.

















	 	4.03	
Representations of the Purchaser













 

















	 	
a)

	
The Purchaser is duly constituted
















 



	 	
b)

	
The Purchaser is a Canadian resident as defined by the Income Tax Act (Federal) and the Taxation Act (Quebec).

















	 	
4.04

	
Save Harmless













 







	 	
  

	
The parties agree to save each other harmless of any and all damages (including interests and legal fees caused by any false or incomplete declaration and representations.







 




  





  











  




 








	 	4.05	
Legal Guarantees


 



The sale of the Mining Claims shall be covered by all guarantees foreseen in the Civil Code of Quebec.















 







	 	
4.06

	
Adjustments 

 


The adjustments between the Parties shall be calculated and the amounts paid at the date of signing the Sale Agreement.




















 





	 	
4.07

	

Taking Possession and Ownership


 



The Purchaser shall become the owner of the Mining Claims at the time of signing the Sale Agreement.

















 















	 	
4.08

	
Taking Over the Risks


 








	 	
  

	
The Seller shall remain liable for all losses related to the Mining Claims prior to the date agreed upon for taking possession.













	 	
4.09

	
No Intermediary


 








	 	
  

	
The Parties declare not to have retained the services of any intermediary (i.e. agent, broker or the like) in relation to the presentation, acceptance and conclusion of this Asset purchase agreement.













	 	
4.10

	
Expenses


 








	 	
  

	
All fees and expenses related to the drafting and signing of the Sale Agreement shall be borne by the Purchaser.













	
5.00

	
GENERAL PROVISIONS


 








	
  

	
Unless otherwise stated in this Asset purchase agreement, the following provisions apply.













	 	
5.01

	
“Force Majeure”


 








	
  

	
Neither party shall be considered in default of this Asset purchase agreement if the fulfillment of all or part of its obligations are delayed or prevented due to “force majeure”.   “Force majeure” is an external unforeseeable and irresistible event, making it absolutely impossible to fulfill an obligation.













	 	
5.02

	
Severability


 








	 	
  

	
If any section, paragraph, or provision (in all or in part) in this Asset purchase agreement is held invalid or unenforceable, it shall not, in any way, have any effect on any other section, paragraph or provision in this Asset purchase agreement, nor on the remaining section, paragraph, or provision unless otherwise clearly provided for under this Asset purchase agreement.







 




  





  











  






 



	 	
5.03

	
Notices


 








	
  

	
Any notice intended for either party is deemed to be validly given if it is done in writing and sent by registered or certified mail, by bailiff or by courier service to such party’s address as stated in this Asset purchase agreement, or to any other address that the concerned party may have notified in writing to the other party. A copy of any notice sent by e-mail shall also be sent according to one of the above-mentioned delivery modes.













	 	
5.04

	
Headings


 








	 	
  

	
The headings in this Asset purchase agreement are used only for reference and convenience purposes; they do not modify in any manner the significance or the object of the provisions they designate.













	 	
5.05

	
Schedules


 








	 	
  

	
Whenever the Schedules of this Asset purchase agreement are duly initialed by all Parties, they are considered as an integral part of the said Asset purchase agreement.













	 	
5.06

	
Non-Waiver


 








	 	
  

	
The apathy, negligence or tardiness of a party to use a right or recourse by virtue of this Asset purchase agreement should not, in any case, be considered as a renunciation to such right or recourse.













	 	
5.07

	
Cumulative Rights


 








	 	
  

	
All rights mentioned in this Asset purchase agreement are cumulative and non-alternative. The waiving of a right shall not be interpreted as waiving any other right.













	 	
5.08

	
Entire Agreement


 








	 	
  

	
This Asset purchase agreement (after its acceptance) constitutes the entire agreement entered into between the Parties. Declarations, representations, promises or conditions other than those stated in this Asset purchase agreement, cannot be construed in any way as to contradict,  modify or affect the  provisions of this Asset purchase agreement.













	 	
5.09

	
Amendment


 








	 	
  

	
This  Asset  purchase  agreement (after  its  acceptance) cannot  be amended or modified except by another written document duly signed by all Parties.














  





  











  






 



	 	
5.10

	
Gender and Number


 








	 	
  

	
Where appropriate the singular number set forth in this Asset purchase agreement shall be interpreted as plural and the neuter gender as masculine or feminine.













	 	
5.11

	
Computation of Periods


 








	 	
  

	
With regard to the computation of periods relating to this Asset purchase agreement:








 















	 	
a)

	
the first day of the period is not taken into account, but the last one is;














 


 















	 	
b)

	
the non-juridical days i.e. Saturdays, Sundays and public holidays are taken into account;















 















	 	
c)

	
whenever the last day is a non-juridical one, the period is extended to the next juridical day.














 













	 	
5.12

	
Governing Law


 








	 	
  

	
This Asset purchase agreement shall be construed and enforced in accordance with the laws of the Province of Quebec.













	 	
5.13

	
Election of Domicile


 








	 	
  

	
If this Asset purchase agreement is accepted, the Parties agree to elect domicile in the judicial district of Montreal, Province of Quebec, for the hearing of  any  claim  arising  from  the  interpretation,  application, completion, term, validity and effects of this Asset purchase agreement.













	 	
5.14

	
Numerous Copies


 








	 	
  

	
Each copy of this Asset purchase agreement is considered as an original whenever duly initialed and signed by all Parties, it being understood however that all of these copies refer to the one and same Asset purchase agreement.













	 	
5.15

	
Successors


 








	 	
  

	
This Asset purchase agreement (after its acceptance) shall be binding upon and inure to the benefit of each of the Parties and their respective successors, heirs and assigns.













	 	
5.16

	
Solidarity


 








	 	
  

	
Whenever one of the Parties is constituted of two or more persons, these persons are jointly and solitarily obligated and liable towards the other party.







 




  





  











  






 



	 	
5.17

	
Elapsed Time


 


Whenever one of the Parties must fulfill an obligation under this Asset purchase agreement within a limited period of time, the mere lapse of time passing by will constitute a formal notice of default to the said party.







 



	 	
5.18

	
Non-Transfer


 








	 	
  

	
None of the Parties may transfer, in any way, his rights in this Asset purchase agreement (after its acceptance) to a third party without obtaining first a written consent from the other party.













	 	
5.19

	
Language


 








	 	
  

	
The Parties hereto have expressly agreed that this Asset purchase agreement as well as all other documents relating thereto, be drawn up in English language only.  Les parties ont expressément convenu que cette offre d’achat de même que tous les documents s’y rattachant soient rédigés en anglais seulement.













	 	
6.00

	
COMING INTO FORCE


 








	 	
  

	
This Asset purchase agreement comes into force as of its signing by the Offeror.

















SIGNED IN THREE (3) COPIES,


AT MONTREAL, PROVINCE OF QUEBEC 


ON THE 9th DAY OF JUNE, AT 14:30 HOURS.


 




 



	
9215-8062QUÉBEC INC.

	 	
DNA Precious Metals Inc.


	  	 	  
	  	 	  
	/s/ George Polyrakis	 	/s/ James Chandik
	
Per: George Polyrakis, president

	 	
Per: James Chandik, CEO


	  	 	  
	  	 	  
	  	 	  
	
WITNESS