MINING PROPERTY ACQUISITION AGREEMENT

 

(a)

“Affiliate” means any person, partnership, joint venture, corporation or other form of enterprise which directly or indirectly controls, is controlled by, or is under common control with, a party to this Agreement. For purposes of the preceding sentence, "control" means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise;

 

(b)

“Effective Date” or  “Closing Date”  means November 27th, 2013;

 

(c)

“Payment” means the payments contemplated in paragraph 3.2;

 

(d)

“Property” means properties in Quebec, more particularly described in Schedule “A” of this Agreement;

 

(e)

“Property Rights” means all licences, permits, easements, rights-of-way, certificates and other approvals obtained by either of the parties, either before or after the date of this Agreement, and necessary for the development of the Property or for the purpose of placing the Property into production or of continuing production on the Property; and

 

(f)

“Shares” means fully paid and non-assessable common shares in the share capital of DNA Precious Metals Inc., issued pursuant an Securities and Exchange Commission (“SEC”) exemption or any other securities legislation which is applicable to the Shares issued in relation to the contemplated transaction contained herein.

 

(a)

“this Agreement” means this mining acquisition agreement and all Schedules attached hereto;

 

(b)

any reference in this Agreement to a designated “Section”, “Schedule”, “paragraph” or other subdivision refers to the designated section, schedule, paragraph or other subdivision of this Agreement;

 

(c)

the words “herein” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement;

 

(d)

any reference to a statute includes and, unless otherwise specified herein, is a reference to such statute and to the regulations made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which has the effect of supplementing or superseding such statute or such regulation;

 

(e)

any reference to “party” or “parties” means the Vendor, the Purchaser, or all, as the context requires;

 

(f)

the headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement; and

 

(g)

all references to currency refer to Canadian dollars.

 

(a)

the Vendor is the beneficial owner of it’s interest in the Property and the Vendor has the full right, power, capacity and authority to enter into, execute and deliver this Agreement;

 

(b)

the Property is free and clear of, and from, all liens, charges and encumbrances, save and except for an immovable hypothec (the “Immovable Hypothec”) dated December 12, 2011 and published under number SIXTEEN THOUSAND THREE HUNDRED SEVENTEEN (16 317) of the minutes of Me Philip Friedman, notary in Montreal, Québec, whereas Spiegel Sohmer inc. is the creditor of Excel Gold Mining Inc. in the amount TWO HUNDRED TWENTY-FIVE THOUSAND DOLLARS ( $ 225,000). The rights attached to such Immovable Hypothec was duly transferred by way of an Assignment of a Deed of Hypothec to  the Company on November 14th , 2013, enabling the Company to claim the right of being a hypothecary creditor by way of subrogation, the whole as provided for in articles 1651-1659 of the Civil Code;

 

(c)

the Vendor holds all permits, licences, consents and authorities issued by any government or governmental authority which are necessary in connection with the ownership and operation of its business and the ownership of the Property;

 

(d)

the Property has been properly staked, located and recorded pursuant to the applicable laws and regulations of the Province of Quebec and all mining claims comprising the Property are in good standing;

 

(e)

there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the best of the Vendor’s knowledge there is no basis for such adverse claim or challenge which may affect the Property; and

 

(f)

Save and except for the Notice that was filed, the consummation of the transactions contemplated by this Agreement does not and will not conflict with, constitute a default under, result in a breach of, entitle any person or company to a right of termination under, or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever upon or against the Property or assets of the Vendor, under its constating documents, any contract, agreement, indenture or other instrument to which the Vendor is a party or by which it is bound, any law, judgment, order, writ, injunction or decree of any court, administrative agency or other tribunal or any regulation of any governmental authority.

 

(a)

the Purchaser is a valid and subsisting corporation duly incorporated and in good standing under the laws of the state it was incorporated in;

 

(b)

the Purchaser has the full right, power, capacity and authority to enter into, execute and deliver this Agreement and to be bound by its terms;

 

(c)

the consummation of this Agreement will not conflict with nor result in any breach of its constating documents or any covenants or agreements contained in or constitute a default under any agreement or other instrument whatever to which the Purchaser is a party or by which the Purchaser is bound or to which the Purchaser may be subject;

 

(d)

no proceedings are pending for, and the Purchaser is unaware of any basis for, the institution of any proceedings leading to the placing of the Purchaser in bankruptcy or subject to any other laws governing the affairs of insolvent parties; and

 

(e)

the Purchaser has completed such due diligence on the Property as they have deemed necessary.

 

(a)

to an Affiliate, consultant, contractor or subcontractor that has a bona fide need to be informed;

 

(b)

to any third party to whom the disclosing party contemplates a transfer of all or any part of its interest in this Agreement;

 

(c)

to a governmental agency or to the public which such party believes in good faith is required by pertinent laws or regulation or the rules of any applicable stock exchange;

 

(d)

to an investment dealer, broker, bank or similar financial institution, in confidence if required as part of a due diligence investigation by such financial institution in connection with a financing required by such party or its shareholders or affiliates to meet, in part, its obligations under this Agreement; or

 

(e)

in a prospectus or other offering document pursuant to which such party proposes to raise financing to meet, in part, its obligations under this Agreement.

 

(f)

Upon Execution of this Agreement the Purchaser may elect to file an 8k with the SEC and issue a press release forthwith.

 

(a)

to the Purchaser:

 

(b)

to the Vendor:

Per :

Ronald Mann

Per :

Martin Harvey