1

SALE AND PURCHASE AGREEMENT OF

GOLD DORE BAR - CIF DUBAI, UAE

CONTRACT NUMBER : AUR- 06-11-2024

CONTRACT DATE : November 06, 2024

This Agreement is made on November 06, 2024, by and between:

(Note: Fill in your information between the brackets – [ ] it will duplicate on other pages to save time.)
SELLER :

Registration No. :

Representative :

Address :

Passport Number :

AND
BUYER :

Registration No. :

Representative :

Address :

Passport Number :

Hereinafter referred as the “Buyer”.

Henceforth, each may be referred to as a “Party” and jointly as the “Parties” to this Agreement.

WHEREAS, the Parties mutually desire to enter into this “Agreement”, which shall be binding upon, and to
the beneft of, the parties, successors and assigns, along the terms and provisions hereunder agreed upon.

WHEREAS, Seller owns Dore Bars that are free of liens and encumbrances and that are available for sale and
hereinafter collectively referred to as “Gold”.

WHEREAS, Buyer wishes to purchase the gold over an agreeable time period.

NOW THEREFORE, the Parties expressly agree to the terms and conditions stipulated

below.
SCOPE OF AGREEMENT

The Seller, under penalty of Fraud and/or Perjury hereby confrms that he has Full Authority and capacity
without restriction to sell the Gold and that he is Ready, Willing (RWA) and able to legally export the Gold
and sell it to Buyer.

The Buyer, under penalty of Fraud and/or Perjury hereby confrms that he has Full Authority and capacity
without restriction to purchase the Gold and that he has the fnancial capacity to pay for it.

This agreement is Non-Transferable, Non-Assignable by any of the Parties.

SUMMARY
Product : GOLD DORE BARS (Au)

Origin : Ghana

Purity : 94-96% minimum

Fineness : 96.4%

Trial Shipment : Min 50 Kg / Max 150 Kilograms.

Regular Weekly
: 150 Kg. (PER WEEK or agreed between Parties)
Quantity

Duration : Twelve (12) months extendable for up to sixty (60) months;

Shipments : CIF, Dubai AIRPORT

Price : Trial Order Minus 5% less LBMA After trial Minus 7% Less LBMA

Bank Guarantee/DLC : Prior to Trial

The Buyer will issue standby letter of credit (SBLC) / Letter of Credit (LC)

The payment of each delivery will be made by T/T 100% within 48-72 hours after the test report at the
destination refnery.

Packing : Export Package 50 Kg., Metal Boxes suitable for Air Freight.
Assay : Final Assay to be conducted at and by the Buyer’s nominated refnery.

This result of this assay shall be automatically accepted by both the Buyer and Seller and used as reference in
the fnal purchase price and payment for the shipment based on fnal weight result at the fnal purity gold of 94-
96% minimum.

Delivery : Seller will deliver CIF to Buyer destination Dubai International Airport.

QUANTITY

After release of the SBLC with value USD TBD. Trial order to run once buyer has given Proof of funds.

The quantity to be tested is min 50kg and max Min 50 Kg / Max 150 Kg., as a trial. If the trial is acceptable
then 150Kg., or as agreed weekly, during the frst Twelve (12) months, with terms and conditions revised
every 12 months with possible rolls & extensions up to a maximum of sixty (60) months total duration.

A shipment of 150 Kg ,shall be delivered every Week for a period of twelve (12) months.

Each tranche shall be delivered upon good and satisfactory delivery of the previous tranche and upon
satisfactory payment settlement to the Seller.
PAYMENT TERMS

Trial Order: Proof of Funds - The buyer will execute payments according to the fnal invoice directly to the
seller’s bank account.

Upon a successful transaction SBLC / LC : The Seller and the Buyer shall agree, sign and seal this SPA.

The payment will be by means of T/T 100% within 48-72 hours after the assay report at the destination
refnery.

A performance bond of 3% will be paid to the buyer in the event that the supplier does not

meet the standards / requirements as mentioned in this agreement.

PAYMENT TO THE SELLER

Payment shall be made within maximum of seventy-two (72) hours (three bank working days) after the Final
Assay Report which is issued by the Buyer nominated refnery is submitted to the Seller; the payment shall be
made by MT-103 or T/T to the Seller's and Intermediary nominated bank accounts.

SELLING PRICE

The Discount to be applied shall be GROSS at (-) TBA% Market Price (LBMA) total, NET at (-) TBA% to Buyer at
CIF Gold Refnery plants in Dubai, UAE, per Kilogram based on Second Price Fixing at the Market Price (LBMA) for
Good Delivery Bars with a minimum grade of 96% AU, inclusive of Security Insurance (hereinafter referred to as
“Selling or Purchase Price”). In the event LBMA is not operating on that Scheduled Day, the Purchase Price
calculation shall be used based on the Second LBMA fxing of the market-opening day.

The Scheduled Day shall be the day after the date of receipt of the Final Assay Report from the Gold Refnery.
For the sake of clarity, the Commercial Invoice listed under Clause 10.1 d) on the day of the shipment shall be
subjected to the issuance of a credit or debit note by the Seller against the fnal Purchase Price as determined
on the Scheduled Day.

PRODUCT ASSAY and PURITY

Each shipment shall be assayed for purity at any Chosen Buyers Approval Refnery in the Buyer's Destination.
The Assay Report shall be provided to both the Seller and the Buyer. Seller will provide the Refnery report
from the originating country to the Buyer together with all Relevant and Support Documentation for necessary
verifcation. The Seller is to ensure and hold full responsibility of the submitted Refnery report document.

Buyer Nominated Refnery to be advised. Cost of such fnal assay at the Buyer’s refnery is for the account of
the Buyer.

Product delivered to Buyer shall be of average minimum 94-96% minimum

The Buyer is free to reject any shipment that is of purity less than 91%.
CONTRACT TERMINATION

Seller and Buyer can notify a defaulting Party that the present Agreement can be terminated with
immediate efect in the event the said Party fails to fulfll his responsibilities. Seller and Buyer are fully aware
of their responsibilities under this SPA and each acknowledges the risk of being notifed by the other Party
that the Agreement is terminated.

DELIVERY

Delivery: CIF DUBAI AIRPORT, DUBAI, UAE.

To facilitate the Transaction, the Seller will provide the Preliminary Assay Report done at its Lab / Refnery. The
Buyer prepares the bank instrument in accordance with a mutually agreed format and verbiage via SWIFT .

* The Buyer’s Bank/s require Proof of Product (POP) prior to the release of the standby letter of credit
(SBLC). Or Letter of Credit (LC)

Buyer and one Seller representative shall accompany each shipment to the nominated refnery and observe
the Final Assay. Seller shall provide to the Buyer sufcient notice (minimum 72 hours) of the fight, date and
time of departure for each shipment. Advised and suggested arrival of each shipment is between Monday-
Friday.

Seller shall be responsible for all expenses and fees related to export documents, export taxes,
security, insurance and the transportation from the country of origin to the Port of loading

The Buyer shall be responsible for their own import taxes, import duties, bank fees, security charges and
all other associated expenses related to the transaction at the port of Loading.

Buyer shall pay all expenses related to the verifcation and testing of the product at Destination, the refning of
the Gold
The line of demarcation for the purpose of defning responsibility for fees and expenses shall be at Customs in
the Port of Loading.

Further, within fve (5) working days of receipt of each shipment, Seller nominated refnery shall provide a copy
of The Refnery Assay Report to the Seller, the Seller, and their respective banks for acknowledgment and
payment.

DELIVERY DOCUMENTS

This Agreement shall be identifed with all assigned contract reference codes and numbers.

Seller shall provide the following documents to the Buyer and the Buyer’s refnery:

Three (3) originals of Commercial Invoices in favor of the Buyer and marked with commodity description
“Gold Dore Bars of 90% purity”

One (1) original and two (2) copies of the Certifcate of Origin.
Certifcate of property / ownership of the product.
Government Assay report.

The Seller declaration that the Gold is free and clear and of non-criminal origin, unencumbered and free of any
liens, and is transferable and exportable.

Packing List with gross weight and net weight

Airway bill
All related insurance documents for the products and shipments.
The Buyer shall be responsible for obtaining all above documents from the Seller and submit to the Airport
Customs for pre-custom clearance and provide all necessary custom clearance documentation to Seller
for acknowledgement.

PROCEDURES

In all cases the term “Seller” refers to the Seller and their fnancier and the term “Buyer” refers to the Buyer and
their fnancier. All communication within the process must be delivered bank to bank via either the SWIFT
system where noted, or via secure bank domain mail.

The Buyer and Seller agree the details of this Agreement; the authorized persons from both Parties sign the
Agreement and submit signed agreements to their respective banks.

The trial shipment of 50kg will take place immediately, the Seller will deliver 50kg to CIF Dubai Airport.

The max Min 50 Kg / Max 150 Kg., are transferred to the refnery through Brinks or equivalent Security
Agencies at the Buyer’s bank instructions.

The Refnery will deliver and communicate the fnal test report to the Buyer’s Bank Ofcer, Seller and Buyer
within 24-48 hours.

The Seller will have full control of the material during assay at the Buyer’s refnery, and the ownership will be
transferred only on receipt payment from the Buyer.

The Buyer shall pay the 100% purchase price of each batch of goods to the Seller's bank by wire transfer (MT-
103 / T/T) within one, two or max. three working days of the bank from the date of issuing the fnal commercial
invoice according to the fnal analysis report of the refnery and Pay to the bank accounts specifed in this SPA.

After the exchange of funds, the Seller should fnalize all export documents and conduct shipment of order of
(max) Min 50 Kg / Max 150 Kg., to the Buyer. Or use the same procedure as trial transaction.
The Seller must deliver to the Buyer’s destination airport: Dubai International Airport, Dubai, UAE.

The Seller delivers the goods to the Buyer’s destination airport, and the Buyer makes an appropriate
declaration to the customs. Customs should control and fully confrm the nature of the goods delivered by the
Seller; the goods must be accompanied by the documents listed in this SPA.

The clearing of goods by the customs authorities of the importing country is the responsibility of the Buyer.

The goods borne by the Buyer are transferred to the refnery through Brinks or equivalent security agencies at
the Buyer's destination airport.

The refnery will deliver and communicate the fnal test report to the Seller within fve (5) business days of the
goods arriving at the Buyer’s destination airport.

The amount of the fnal commercial invoice issued and delivered by the Seller to the Buyer shall be equal to
the purchase price, which shall be determined by both parties in accordance with this SPA.

The Buyer shall pay the 100% purchase price of each batch of goods to the Seller's bank by wire transfer (MT-
103 / T/T) within three working days of the bank from the date of issuing the fnal commercial invoice according
to the fnal analysis report of the refnery and Pay to the Bank Accounts specifed in this SPA.

If the trial shipment is successful and Parties are satisfed, the Parties will execute the Agreement and Seller
will start monthly shipment of 100Kg., as per pre agreed schedule. Further the additional amount shall be
transferred to the Seller’s bank account based on the quantity.

ALL PAYMENTS WILL BE MADE IN USD

Any dispute between the two parties regarding the above will be resolved through negotiations. If the dispute
is not resolved within thirty (30) days of the dispute, the two parties agree to be ruled by International and UK
Law.
TRANSFER OF OWNERSHIP

For each shipment, ownership of the goods should be transferred to the Buyer after the customs of the
importing country declares the goods to the customs, so that the Buyer can arrange transportation, insurance,
refning and so on. The Seller will transfer the ownership to the Buyer, after receipt of payment for the goods
delivered.

BANK COORDINATES

The payment in the form of a Telegraphic Transfer from Buyer's Bank shall be sent to the Seller’s bank as
Stated below:

Buyer’s Bank Details: (For releasing the Payment).

SELLER’S BANK DETAILS

COMPANY NAME

COMPANY ADDRESS

COMPANY REGISTRATION No

REPRESENTED BY

TITLE

PASSPORT No

NATIONALITY

PHONE NUMBER +

DATE OF ISSUE

DATE OF EXPIRY

BENEFICIARY BANK NAME

BANK ADDRESS

BANK OFFICIALS NAME

BANK OFFICIAL EMAIL

SWIFT CODE
ACCOUNT NUMBER (USD)

ACCOUNT NUMBER (EURO)

ACCOUNT NAME

CLEAR TITLE

Seller confrms and warrants that the Title of the Gold sold hereto, shall be free and clear of any and all liens
and encumbrances and Seller states that the Gold is not of terrorist or criminal origin.

WARRANTIES

Seller warrants and guarantees that the Gold can be shipped to any part of the World.

Seller and Buyer hereby expressly agree to immediately accept the fnal Assay report from the Buyer’s
designated refnery.

BINDING AUTHORITY

This Agreement is binding upon the parties hereto, their assigns and successors and is signed with
full authority to act.

TOTAL AGREEMENT
This Agreement supersedes any and all prior agreements and represents the entire Agreement between the
parties. No changes, alterations or substitutions shall be permitted unless the same shall be notifed in writing
and signed by both parties.

APPLICABLE LAW, ARBITRATION AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the Uniform Law concerning the
International Chamber of Commerce.

The contracting parties and the guarantor mutually promise that if a dispute arises between the two parties,
the two parties shall meet in Dubai International Airport and make a sincere efort to settle the dispute
amicably. If the two parties fail to settle the dispute amicably, within thirty (30) days from the date on which the
parties were notifed to discuss the dispute, the procedure provided for in the following provisions of this article
shall be applied.

All disputes arising out of or in connection with this Agreement shall be fnally settled by an arbitrator
designated by the International Chamber of Commerce's arbitration rules in accordance with that rule. The
place of arbitration shall be UK. The arbitrator's award shall provide that the parties shall pay the arbitration
fees in an appropriate proportion determined by the arbitrator. The language of arbitration shall be English.

JOINT DECLARATION

The SELLER and BUYER each declare unto one another that the AU commodity ofered herein for sale, and
the origin of the funds used for purchasing the AU commodity, do NOT contravene: The Drug Trafcking
Ofenses Act 1986, The Criminal Act 1988, the Prevention of Terrorism (Temporary Provisions) Act 1989, The
Criminal Justice (International Cooperation) Act 1990, The Criminal Justice Act 1993, and the Money
Laundering Regulations 1993, or any other illegal or criminal activity. And accordingly, each party to this
agreement indemnifes each other against any such allegations which may or may not be made in the future.

SEVERABILITY CLAUSE
If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in confict
with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in
any way be afected or impaired thereby.

NOTICES

Any and all notices required to be given by one party to the other party to this Agreement shall be in writing
and by posting the same by certifed/recorded post at the address or addresses as stated herein and copied by
facsimile or email, directly to the parties referenced herein.

SELLER :

Address :

Country :

Telephone :

Mobile :

Email :
BUYER :

Address :

Country :

Telephone :

Mobile :

Email :

NON-CIRCUMVENTION / NON-DISCLOSURE

Both Buyer and Seller acknowledge that the harm to the other party would be substantial and therefore the
Seller and Buyer agree to abide by the Customary International rules of non-circumvention and non-disclosure
as established by the International Chamber of Commerce in Paris, France for a period of Five (5) years from
the date hereof. Said non-circumvention and non-disclosure shall include, but not be limited to communicating
with each other's banks, refners, Representatives of Buyer dealing with Customs, brokers or Seller's mandate.
The understanding and accord of this subparagraph shall survive the termination of this Agreement.

All intermediaries involved who have strived in gathering eforts to conclude the positive closure of this contract
are and shall be protected by a Fee Protection Agreement duly signed and sealed as integral part of this
Contract.

ETHICS, NON-CIRCUMVENTION / NON-DISCLOSURE

THE PARTIES AGREE NOT TO CIRCUMVENT OR ATTEMPT TO CIRCUMVENT THIS AGREEMENT IN AN

EFFORT TO GAIN FEES, COMMISSIONS, REMUNERATION’S OR CONSIDERATIONS TO THE BENEFIT
OF ONE OR MORE OF THE PARTIES WHILE EXCLUDING OTHER OR AGREE TO BENEFIT TO
ANY OTHER PARTY, UNDER THIS AGREEMENT AND APPENDIX A ATTACHED HERETO.

Both Buyer and Seller acknowledge that the harm to the other party would be substantial in the event of non-
authorized disclosure and/or circumvention, therefore the Seller and Buyer hereby agree to abide by the
Customary International Rules of Non-Circumvention and Non-Disclosure as established by the International
Chamber of Commerce in Dubai UAE for a period of Five (5) years from the date hereof. This non-
circumvention and non-disclosure provision shall include, but not be limited to communicating with each
other’s banks, refneries, representatives of Buyer dealing with Customs, brokers or Seller’s mandate. This
disposition shall survive the termination of this Agreement.

SIGNATORIES

Each of the parties hereto confrms, under penalty of perjury, that each has full legal and lawful authority to
execute this contract and therefore all terms and conditions shall be fully binding. The parties have entered
into this Contract in good faith and each shall use its best eforts in the full spirit of co-operation to promptly
achieve the purpose set forth herein.

A facsimile copy of this Agreement shall be deemed legally binding as being fully executed in accordance
with the parties herein and to include their heirs, executives, administrators and assignees.

EXECUTION OF THIS AGREEMENT

The terms of this Agreement shall be Confrmed and signed by the Buyer and the Seller via facsimile or Email.
Said executed facsimile or email shall be binding and initiates and concludes the legal liabilities between
Buyer and Seller of this contract.

By signing below, both parties abide by their corporate and legal responsibility, and execute this contract
under full penalty of Perjury.

This contract is established in 4 (Four) original copies, which have to be signed in front of the public notary
and legalized by the respective authorities. The parties accept that signed copies and messages by fax shall
have strength of right and shall be efcient.

However, both parties, Buyer and Seller have read and approved all terms of this contract.

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND ENFORCEABLE IN

RESPECT OF ANY PROVISIONS OF THIS CONTRACT. AS APPLICABLE, THIS AGREEMENT SHALL:

INCORPORATE U.S. PUBLIC LAW 106-229, ‘‘ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL
COMMERCE ACT’’ OR SUCH OTHER APPLICABLE LAW CONFORMING TO THE UNCITRAL MODEL
LAW ON ELECTRONIC SIGNATURES (2001) AND

ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY

THE UNITED NATIONS CENTRE FOR TRADE FACILITATION AND

ELECTRONIC BUSINESS (UN/CEFACT).

EDT DOCUMENTS SHALL BE SUBJECT TO EUROPEAN COMMUNITY DIRECTIVE NO. 95/46/EEC,

AS APPLICABLE. EITHER PARTY MAY REQUEST HARD COPY OF ANY DOCUMENT THAT HAS
BEEN PREVIOUSLY TRANSMITTED BY ELECTRONIC MEANS PROVIDED HOWEVER, THAT ANY
SUCH REQUEST SHALL IN NO MANNER DELAY THE PARTIES FROM PERFORMING THEIR
RESPECTIVE OBLIGATIONS AND DUTIES

UNDER EDT INSTRUMENTS.

SIGNATURES

BY SIGNING BELOW, both parties abide by their corporate and legal responsibilities and execute
this Agreement under full penalty of perjury.

Sworn, signed, and certifed under the pains and penalties of perjury.

FOR & ON BEHALF OF THE SELLER

Company Name:
SIGNATURE

Name :

Designation : Chairman

Date :

FOR & ON BEHALF OF THE BUYER

 Company Name:

SIGNATURE

Name :

Designation : Chairman

Date : November 06, 2024

**** END OF CONTRACT ****