American Bonanza Gold Corp.: Exhibit 4.10 - Filed by newsfilecorp.com





 

	
    	AURAMET TRADING, LLC 
Suite 645, 2 Executive
      Drive 
Fort Lee, NJ 07024 
Phone: 201-905-5000 
Fax: 201-905-5001
    


MASTER PURCHASE CONTRACT 
& 
BILL OF SALE 

	February 14, 2012 
	  
	Mr. Brian Kirwin 
	Chief Executive Officer 
	  
	Mr. Todd Fayram 
	Chief Operating Officer 
	  
	American Bonanza Gold Corp. 
	200 Granville Street – Suite 1238 
	Vancouver, BC 
	Canada V6C 1S4 



	
      RE: 
	
      PRECIOUS METALS (“PM”) PURCHASE CONTRACT AND BILL
      OF SALE (THE “AGREEMENT”) BETWEEN AURAMET TRADING, LLC, AND
      AMERICAN BONANZA GOLD CORP. TOGETHER WITH ITS OPERATING SUBSIDIARY
      BONANZA EXPLORATION INC 



Dear Mr. Kirwin and Mr. Fayram: 

AURAMET TRADING, LLC (“Buyer”) hereby agrees to purchase and
AMERICAN BONANZA GOLD CORP. together with its operating subsidiary BONANZA
EXPLORATION INC. (jointly and severally, “Seller”) hereby agrees to sell,
transfer, assign, set over and convey to Buyer the PM described below on the
following terms and conditions: 

1.0 Material 

Subject to its obligations to Resource
Income Fund, L.P, 100% of the total gold production (the “Material”) produced
from the Copperstone Mine located in Arizona. The Copperstone Mine is located in
western Arizona, approximately 10 road miles northwest of the town of Quartzsite
in La Paz Country Arizona. 




2.0 Pricing Mechanisms 

Buyer will provide the Seller with a flexible and comprehensive
pricing and payment facility pursuant to the following terms and conditions:


2.1 Spot Pricing 

Seller may price the Material based
upon the estimated gold content contained in dore or concentrate, as per
Seller’s assays, on Buyer’s spot market bid price during New York trading hours
(8:30 a.m. to 4:30 p.m. Eastern Time) on any business day (defined as “any
business day that the New York COMEX is open for business”). The spot value date
is generally 2 business days from the date of pricing.

Unless priced on a spot or other basis
as outlined herein, Buyer will work Seller’s firm orders 24 hours a day on a
good until cancelled basis.

2.2 Pre-Pricing / Forward
Pricing 

Seller may price the Material for
periods up to three months [or longer if a Price Protection Program] prior to
outturn of refined PM at the Refinery (or such longer periods as the parties may
mutually agree) based on the spot price as outlined above and adjusted to
reflect the then current forward rates in effect at the time of pricing. The
value date is the date (within the maximum tenor of three months) of the
contract maturity.

2.3 Option Pricing

The Seller may, at its discretion, be
either the seller or the buyer of European Style Gold Options (for Loco London
delivery). Any option premium due will be payable on the premium value date (the
option premium value date is generally 2 business days from the date of buying
or selling the option).

If an option is exercised, the delivery
and value date shall be 2 business days from the exercise date (unless otherwise
agreed by Buyer and Seller).

Buyer’s standard terms and conditions
shall apply to any transaction outlined above. The standard terms and conditions
are outlined in the Master Trading Agreement which will be executed
separately.

2.4 Payment 

In all cases outlined above, the
payment shall be as stated on the individual contract value date by wire
transfer: 

2.4.1 If to Seller 

Seller’s designated account shall be
provided in writing prior to the first payment date herein. Seller will advise
Buyer by written notice of any modification to payment instruction and/or change
in payment designated account.

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2.4.2 If to Buyer 

Buyer’s designated account shall be
provided in writing prior to the first payment date herein. Buyer will advise
Seller by written notice of any modification to payment instruction and/or
change in payment designated account. 

3.0 Purchase and Settlement Mechanisms – Spot;
Forward; and In-Process Facility 

Seller may sell the Material on the basis of any of the
following three methods: 

	 	A. 	
      on a Spot Basis, i.e. payment for and delivery of the
      Material generally made contemporaneously two (2) business days after
      pricing as set forth in Section 2.1.

	 	 	 
	 	B. 	
      on a Forward Basis, i.e. payment for and delivery of the
      Material generally made contemporaneously on a date set up to three months
      following pricing in accordance with Section 2.2 above; or

	 	 	 
	 	C. 	
      on an In Process Basis, i.e. the Material is priced and
      paid for while the Material is in process at the [refiner to be
      determined] refinery (“Refinery”), or some other location deemed
      reasonably acceptable to Buyer.

	 	 	 
	 	D. 	
      Mechanics




	 	1. 	
      Form of Material

	 	 	 
	 		
      Dore or concentrate containing unrefined PM (the
      “Unrefined PM”). The Buyer shall be satisfied through final delivery of
      refined PM (“Refined PM”) in ingot or other form having a minimum purity
      of .999 at the Refinery.

	 	 	 
	 	2. 	
      Delivery Schedule

	 	 	 
	 		
      Seller may make Periodic shipments on a [weekly,
      bi-weekly, monthly] basis from the mine site to the Refinery. Seller shall
      notify Buyer telephonically or by telecopy of all PM shipped pursuant to
      this Agreement. On the agreed upon outturn date (the “Outturn Date”) the
      material shall be credited to Buyer’s London pool account with JP Morgan
      Chase (“Buyer’s Metal Account”) unless otherwise agreed by the
    parties.

	 	 	 
	 	3. 	
      Purchase Price For Material Sold on an In-Process
      Basis

	 	 	 
	 		
      The purchase price for material sold on an In-Process
      Basis shall equal the agreed upon amount per troy ounce of Refined PM as
      set forth in the applicable trade confirmation sent by Buyer to Seller (the “Purchase
      Price”), multiplied by the agreed upon estimated quantity of PM as set
      forth in the applicable trade confirmation sent by Buyer to Seller (the
      “Estimated Quantity”). The Purchase Price shall be based on the pricing
      established pursuant to Section 2.1 above and adjusted to reflect the
      agreed upon cost of financing and any market contango or backwardation for
      the period from the date of payment to the Outturn Date.



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	 	4. 	
      Late Delivery

	 	 	 
	 		
      Subject to Buyer’s other rights hereunder, including the
      right of termination, if the Estimated Quantity is not credited to Buyer’s
      Metal Account on the Outturn Date, the Purchase Price shall be adjusted to
      reflect the additional financing cost of such delay. Such adjustment shall
      be calculated based on an amount equal to the then applicable market based
      PM lending rates (as reasonably determined by Buyer) for the period of
      time from the original Outturn Date to the date the Estimated

	 	 	 
	 		
      Quantity is finally credited to Buyer’s Metal Account
      released to Buyer.

	 	 	 
	 	5. 	
      Shortfall/Surplus

	 	 	 
	 		
      Notwithstanding any of the foregoing, if, for any reason,
      there is a shortfall at the Outturn Date, then Seller shall immediately,
      through pool transfer, market transaction, or other manner acceptable to
      Buyer, transfer to Buyer the subject PM shortfall.

	 	 	 
	 		
      In the event that there is a surplus at Outturn, then
      Seller may elect to immediately sell the surplus amount at Buyer’s then
      current spot market price, or maintain the surplus balance of ounces in
      its account with Buyer until sold on a date specified by Seller in the
      future.

	 	 	 
	 	6. 	
      Shortfall/Surplus Account

	 	 	 
	 		
      For practical purposes, Seller and Buyer may mutually
      agree to keep an ongoing over/under account which is to be settled
      whenever the over/under quantity exceeds 20 ounces of refined
  gold.

	 	 	 
	 		
      Buyer will provide Seller with a shipment by shipment
      settlement report which shall include the details of all pricings,
      outturns, payments, and adjustments. This shall be a perpetual electronic
      file which will be used by Seller and Buyer to monitor movements in the
      over/under account.

	 	 	 
	 	7. 	
      Payment

	 	 	 
	 		
      The Purchase Price shall be paid by wire transfer to
      Seller’s designated account in US Dollars against Buyer’s receipt of the following
      documents:



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	 		(a) 	
      Seller’s letter of instruction to the Refinery in
      substantially the form attached hereto as Exhibit A; and

	 	 	 	 
	 		(b) 	
      An executed Refiner’s Holding Certificate in
      substantially the form attached hereto as Exhibit B.

	 	 	 	 
	 	8. 	
      Title/Ownership of PM Shipment

	 	 	 	 
	 		
      Ownership of the PM shall become vested in Buyer as of
      the date that the Purchase Price multiplied by the Estimated Quantity is
      paid to Seller in accordance with the terms of this Agreement. All records
      and documents prepared by or which come into the possession of Seller with
      respect thereto shall be retained and maintained, in trust, for Buyer by
      Seller in a custodial capacity and delivered to Buyer upon
  request.

	 	 	 	 
	 	9. 	
      Inspection

	 	 	 	 
	 		
      Buyer shall have the right to have an agent or
      representative inspect and/or take samples of the Unrefined PM at any time
      and to witness the loading/sealing of the containers in which the Refined
      PM is to be shipped from the Refinery.



4.0 Representations and Warranties, Covenants 

Seller represents and warrants to Buyer that: 

(a) the PM conforms to or will conform
to the description of such goods contained in this Agreement; the material
containing the PM contains no hazardous materials. 

(b) Seller will convey good title to
such PM free from any security interest, lien or encumbrance; 

(c) Seller has all requisite power,
authority, licenses and approvals necessary to enter into and perform its
obligations under this Agreement; 

(d) Seller or any person designated by
Seller (including any signatory hereto) has due authorization to act in all
respects relating to this Agreement;

(e) this Agreement and the transaction
relating thereto are valid and legally binding obligations of the Seller
enforceable against it in accordance with their terms;

(f) Seller is not insolvent, has not
declared bankruptcy and has no intention or plans for doing so;

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(g) Seller covenants and agrees to
provide Buyer with immediate telephonic notice, promptly followed by electronic
mail and telecopy, of the occurrence of any of the following events: 

(1)any material discrepancy in the
assays of Seller and Refiner; 

(2) any loss or delay or other material
event with respect to any PM purchased hereunder; and

Buyer represents and warrants to Seller that: 

(b) The Buyer has sufficient financial
and other resources to meet its obligations under this Agreement and the gold
pre-payment dated February 14, 2012; 

(c) Buyer has all requisite power,
authority, licenses and approvals necessary to enter into and perform its
obligations under this Agreement; 

(d) Buyer or any person designated by
Buyer (including any signatory hereto) has due authorization to act in all
respects relating to this Agreement;

(e) this Agreement and the transaction
relating thereto are valid and legally binding obligations of the Buyer
enforceable against it in accordance with their terms;

(f) Buyer is not insolvent, has not
declared bankruptcy and has no intention or plans for doing so;

5.0 Term 

This Agreement shall be for a period of one year from the date
hereof or as long as there are any obligations of Seller with Buyer under the
gold prepayment dated February 14, 2012 or the call option agreement dated
February 14, 2012; the Agreement shall be automatically extended for successive
one year periods unless terminated by either party 60 days prior to the then
expiration date hereof, provided that this Agreement may not be terminated by
the Seller while any of such obligations under the financing or call options are
outstanding.

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6.0 Authorized Officers 

The individuals identified herein shall be
authorized to enter the transactions contemplated herein on behalf of Seller.



	Name 	Title 
	Brian Kirwin 	Chief Executive Officer 
	Joe Chan 	Chief Financial Officer




7.0 Governing Law; Submission to Jurisdiction; Waiver of
Jury Trial 

This Agreement shall be governed by and interpreted under the
laws of the State of New York.

Each party waives the posting of any bond otherwise required in
connection with any judicial process or proceeding to enforce any judgment or
other court order entered in favor of such party, or to enforce this Agreement
or any other agreement or document between Seller and Buyer. In addition, each
party waives any right that they may have to a jury trial. 

8.0 Notices 

	 	8.1 If to Buyer: 
	 	 	  	  
	 	 	  	Auramet Trading, LLC 
	 	 	 	2 Executive
  Drive  
	 	 	  	Suite 645 
	 	 		 Fort Lee, NJ
    07024  
	 	 		 Tel:
    201-905-5002  
	 	 		 Fax:
    201-905-5001  
	 	 	  	  
	 	8.2 If to Seller: 
	 	 	  	  
	 	 	  	American Bonanza Gold Corp. 
	 	 	  	200 Granville Street – Suite 1238 
	 	 	  	Vancouver, BC 
	 	 	 	Canada V6C 1S4  
	 	 	 	 Tel:
  604-688-7523 
	 	 		 Fax:
    604-681-0122  


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Exhibit A 
[Letterhead] 

[INSTRUCTIONS TO THE REFINER] 

[ ] [ ], 2011 

Customer Service Manager 

VIA FAX: 

Dear Sirs: 

	RE: 	(“Seller”) Sale to Auramet
      Trading, LLC(“Buyer”), Shipment Number
      [ ]. 


This letter is to confirm that Seller has sold [dore,
concentrate, carbon material] containing [ ] troy ounces of gold (the “PM”) to
Buyer pursuant to a Purchase Contract and Bill of Sale dated [] [], 2011. The PM
is currently in transit in unrefined form to [ ] (the “Refinery”) pursuant to
bill of lading number [ ]. Seller agrees to be responsible for and pay all
refining costs. 

This transfer and conveyance cannot be withdrawn or amended
without the prior written consent and explicit agreement of Buyer. All further
instructions concerning this PM shall come exclusively from Buyer. 

Upon the receipt of this fax, please complete the following
form indicating your understanding and acceptance of these instructions and fax
the completed form separately to Auramet, Precious Metals Operations,
201-905-5001. 

Thank you in advance for your assistance.


Regards, 

[_________]


______________________
[ Title ]

9 




Exhibit B 
[Refiner/Processor’s Holding Certificate] 

From: 

	To: 	Auramet Trading, LLC 
	  	Suite 645, 2 Executive Drive 
	  	Fort Lee, NJ 07024 
	  	Tel : 201-905-5000 
	  	Fax: 201-905-5001 
	  	 
	  	 
	Re: 	PM Shipment, Bill of Lading #[ ] from [ ]
      (“Seller”). 


We hereby confirm receipt of Seller’s notice dated [ ] [ ],
2011 and acknowledge that the above-captioned PM shipment has been sold to
Auramet Trading, LLC (“Buyer”) and that title to such goods has been transferred
to Buyer. 

We hereby irrevocably undertake that upon receipt of such goods
we shall hold them to the order of Buyer without set-off, deduction or
counterclaim. We agree that Seller shall be the sole party responsible for the
payment of any and all refining costs associated with this PM shipment. Such
goods and any documents relating thereto shall not be released to anyone other
than Buyer without the prior written agreement of Buyer. 

We undertake to keep the same free from any mortgage, charge,
pledge, lien or other encumbrance and all other third party rights. 

We undertake to promptly inform you in the event and to the
extent that the weights or assays produced by us materially differ from those
received from your Seller with respect to the captioned Shipment. 

Such goods are insured under our existing all risk (including
casualty and theft) policy. We hereby undertake to keep the goods insured while
they are in our possession.

	 	Sincerely, 
	 	 
	 	 
	 	By:
_________________________