SALES AND PURCHASE AGREEMENT (SPA)

CODE:
SPA
ENTERED INTO BY AND BETWEEN
Metal Seller:
Represented by:
Passport:
Company Address:
Company Registration :
E-mail1:
E-mail2:
Mobile Number1:
Mobile Number2:
(DULY HEREINAFTER REFERRED AS THE “SELLER”) AND
Buyer Company Here:
Buyer’s Company Address Here:
Company Registration #
Represented by:
Passport#
E-mail:
Telephone number:
(DULY HEREINAFTER REFERRED AS THE “BUYER”)
WHEREAS, Seller agrees and warrants under penalty of perjury that he has
Gold Metal (Au) and
wants to sell Gold Metal (Au) in the form and at agreed price and for the
contract period as described
hereunder. Hereinafter, the product is referred to as “Gold Metal (Au)” or
“Commodity”.
WHEREAS, Buyer agrees and warrants under penalty of perjury that he
intends to purchase the
Seller’s Gold Metal (Au) at the agreed price and lift period as stated
hereunder.
NOW THEREFORE, in consideration of the promises and mutual covenants set
forth herein, both
Parties agree to the Terms and Conditions as follows:
1.SCOPE OF THE CONTRACT:
1.1. The Seller, under full corporate authority and responsibility, declares
that he has the capability and
unrestricted right to sell the Gold Metal (Au), free and clear from any legal
restrictions, claims, liens or
encumbrances and guarantees that he has the required licenses to legally Sell
and Export Gold Metal (Au)
and Precious Minerals from the Exporting Country.
1.2. The Buyer, under full corporate authority and responsibility, declares
that he has the capability to fund
and has the unrestricted right to purchase the Seller’s Gold Metal (Au) as
described hereinafter.

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SALES AND PURCHASE AGREEMENT (SPA)

CODE:
 SPA
2.COMMODITY SPECIFICATIONS:
COMMODITY Gold (Aurum Utalium - Au)
ORIGIN Africa
DESTINATION Italy
FORM Gold bars
PURITY 97.85% purity or more
HALLMARKS N/A
5000kg a x 12 months (Tranches will be delivered according
to the situation
QUANTITY update forced by the global pandemic caused by
CORONAVIRUS)
TRANSACTION
Transfer of ownership against payment.
PRICE
In EU/kg, on the day of delivery and transfer of
ownership, less
the agreed discounts.
As per NCNDA/IMFPA–Paid by Seller
COMISSIONS
Gross Discount 6.5% - net -2.5% LBMA
DISCOUNT
Buyer shall pay to the seller the the Price Less Gross
discount above
defined; Payment will be made by SBLC in €.
The transference of title holder (SKR) is made against the
payment.
PAYMENTS
SPA>SECURED DELIVERY>ASSAY REPORT>PAYMENT
3. PRODUCT QUANTITY AND QUALITY:
Seller agrees to sell and deliver Gold Metal (Au) to the Buyer under the Terms
of this Agreement and as to
the quantity and quality as herein referenced.
4. PURCHASE PRICE:
The price payable by the Buyer to Seller shall be per Kilogram of recoverable
Gold Metal (Au) product at
LBMA/LME (Gross discount 6.5% to buyer) as per final Assay report 2nd Fixing
on the day of the final
assay report by the buyers’ refinery.

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SALES AND PURCHASE AGREEMENT (SPA)

CODE:
SPA
Procedures and Payment Terms:
5. DELIVERY TERMS:
5.1. The Buyer agrees to issue SBLC, to be used as a bank instrument to secure
the operation, after issuing
the bank guaranty in an approved top bank, seller will take care of export
documentations.
5.2. The Seller shall produce all papers of origin and ownership and shall pay
all statutory taxes, custom
duties, etc. in the country of origin. The delivery terms for this contract
shall be cost, insurance and freight (CIF
by Seller) to buyer's destination to be agreed in this contract and as stated
inside this contract.
5.3. The Seller will bear the cost of Export documentation fees, taxes and
other standard fees when
exporting the Gold Metal (Au) from the country of origin, if applicable.
5.4 The Seller is responsible for transport and insurance fees at country of
origin. and, taxes and other
standard fees due when importing the Gold Metal (Au) at the port of
Destination, if any.
5.5. The shipment shall be identified with the reference code of this contract
and shall be accompanied with the
following documents (Seller will provide The Buyer with copies of the
following documents 48 hours prior to each
shipment):
- Shipment Reference Numbers/Codes
- Number of Boxes and keys to the boxes
- Gross Weight / Net Weight
- Estimated Fine Gold Content
- Flight Number& Date and Estimated Date of Arrival
- Airway bill.
5.5.1Documentations to be attached to the Gold Metal (Au) are as follows:
1. Certificate of Origin.
2. Certificate of Ownership
3. Release Order.
4. Commercial and Customs Invoices (Original with signature and stamp)
5. Conflict free Gold Standard Declaration
6. Corporate Resolution
7. Corporate resolution naming the authorized signatory
8. Export License/Permit (Two original Copies)
9. Incorporation registration documents – Mining registration documented
10. Packing List.
11. Tax payment receipt
12. United Nations Certificate.

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SALES AND PURCHASE AGREEMENT (SPA)

CODE:
SPA
5.5.2 SHIPPING INSTRUCTIONS:
Destination : xx, Italy
Designated Airport :
Designated Refinery : refinerie xx (or other)
Clearing Agent : Ferrari (or other TBA)
Security Company : Ferrari (or other TBA)
6.PROCEDURES:
The following Procedures are in time sequence:
Seller receives a letter of intention from buyer’s representative
1.
Seller issue a Full Corporate Offer
2.
Seller prepare draft contract “SPA ” and send it to buyer for
consideration and amendments if any.
3.
Seller and buyer sign contract electronically.
4.
 Seller clearing agent shall do export arrangement as per CIF terms,
(all exportation taxes will be paid by
5.
seller)
6. Buyer will take care of shipping transportation to ship the gold from
origin to destination and bare the
costs of transportation (to be reduced from final payment)
7. Buyer shall arrange security and transport from Airport to refinery in
Zurich
8. Seller allows purity verification at buyer’s destination after buyer
and seller bring with them the gold to
the refinery to witness the smelting, cost of smelting will be borne
by Buyer.
9. Refinery assays confirm and authenticates value of the received
shipment within 24 hours after
reception of the goods
10. After final Assay at the Refinery, Seller shall provide the Invoice
for the goods, based on the assayed
results
11. Buyer pays for product 100% through SBLC to Seller’s and
intermediator’s Bank Accounts
according to seller’s orientations, immediately upon completion of
tests, no later than 72 hours, and
receive the property title of the goods.
12. Seller’s and Buyer’s agencies shall make sure that all legal original
documents for exports are in order.
Main documents for this transaction are namely
a) Original Commercial Invoice
b) Original Certificate of Ownership
c) Original Export Permit
d) Original Movement Certificate
e) Original Payment Receipt for Mineral Royalty Tax and Export Taxes
f) Original Deed of Assignment of Ownership
13. The purchase price of each shipment shall be fixed as per each
Kilogram of the refined gold, the day the
refining is complete with the final assay (Smelting report) as for
LBMA/LME (Gross discount 6.5%) as per
final Assay report 2nd Fixing on the day of the final assay report by the
buyer´s refinery.
14. The Buyers shall pay to the Seller’s accounts, and designated
paymaster account for the transaction
consultants, immediately after the gold is refined. All payments are in
Euro (EU).
15. Transaction is concluded.
16. The Buyer and The Seller will continue the same process from
paragraph 1 to 14 till the total amount of
gold bars are exhausted.

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SALES AND PURCHASE AGREEMENT

(SPA)
CODE:
SPA
7. Shipment
1. The herein specified commodity is packed in boxes (smelter/assayer's
standard) each containing 10
kilograms (or more if accepted by Buyer or Buyer's Designated Entity) of
AU-Gold described in this SPA.
The box is packed on pallet of normal Euro size, at Ten (10) boxes per
pallet.
2. Seller will provide the Buyer with copies of the following by
facsimile or email transmission Twenty-
four (24) hours prior to each shipment:
- Shipment Reference - Number of Boxes
- Gross Weight
- Net Weight
- Estimated Fine Gold Content
- Estimated Fine Silver Content
- Detailed Packing List
- Airway Bill Number
- Flight Number
- Date and Estimated Date of Arrival
- Assay Report Certificate

3. The Seller will stick the following label on the box containing the
Gold Bars and duly sealed, before the
arrival in the locations of the customs, Information on the box will be
glued on the boxes in a very visible
way as follows:
For the attention of Contact:
Name: __________ Tel: ___________
4. The Air Waybill has to contain the following handling information, if
possible:
REFINERY & CONTACT INFORMATION
Name of Refinery :
Address :
Airport :
Name of Account Holder :
Refinery business number :
Name of Contact Person :
Telephone# :
Fax# :
E-mail :
Web-Site :
8. NOTICES:
Any and all notices required to be given by a Party to another Party to this
Agreement shall be in writing
and shall be sent by recorded post or courier to the registered office
address herein (or other address as
provided in writing by either Party) and also simultaneously by email or
facsimile directly to the Party(ies) 5

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referenced herein.

SALES AND PURCHASE AGREEMENT (SPA)

CODE:
SPA
9. BANKING INFORMATION:
AS PER SCHEDULE A & B below
Both parties may change banking coordinates by giving 10 days’ notice to other
party.
Seller confirms and warrants that the title of the Gold Metal (Au) to be sold
herein will be free and clear of
any and all liens and encumbrances and Seller states that the gold is not of
terrorist and/or criminal origin.
10. WARRANTIES:
10.1. The Seller shall pay all the required duties and charges in country of
export.
10.2. The Seller warrants that the commodity can be shipped anywhere in the
world without restrictions.
10.3. The Seller and Buyer agree to accept the Final Assay Report from the
Buyer’s designated recognized
refinery in accordance with customary standards and good practice.
10.4. Material to be essentially clean and securely packed for international
transport. Each parcel to state
gross and net weight in Kilograms.
10.5. The Seller and Buyer hereby represent and warrant to one another that
the Gold Metal (Au)
commodity offered herein for sale, and the funds used for purchasing said
commodity, have not come from
illegal channels/sources and do NOT contravene any law applicable either in
the country of origin or in the
country of destination. Accordingly, each Party to this Agreement shall
indemnify the other against any
violation made by it.
10.6. The Seller warrants that it is in full compliance with U.S. Conflict
Minerals Law, including, without
limitation, Section 1502 of the Dodd-Frank Wall Street Reform and consumer
Protection Act of 2010 as it
may be amended from time to time and any regulations, rules, decisions or
orders relating thereto adopted
by Securities and Exchange Commission or successor governmental agency
responsible for regulations
relating thereto collectively, (“Dodd-Frank Section 1502”).
Valid for USA:
The four most prominent conflict minerals, for codified in the U.S. Conflict
Minerals Law, are cassiterite
(for tin), wolframite (for tungsten), coltan (for tantalite), and gold ore.
11. FORCE MAJEURE:
The Parties hereto shall not be held liable for any failure to perform under
the "Force Majeure"
clause as regulated by the International Chamber of Commerce which clauses are
deemed to be
incorporated herein.
12. NON-CIRCUMVENTION and 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 nondisclosure as established by the International Chamber of
Commerce in Paris,
France for a period of
five (5) years from the date hereof. The understanding and accord of this
paragraph will survive the
termination of this Agreement.
6

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‫בס״ד‬
SALES AND PURCHASE AGREEMENT (SPA)
 CODE:
SPA
13. BINDING AUTHORITY:
This Agreement is binding upon the Parties hereto, their assigns and
successors and is signed by the Parties
with full authority to act.
14. 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 notified in
writing and signed by both Parties.
15. EXECUTION OF THIS AGREEMENT:
The terms of this Agreement shall be confirmed and signed by the Buyer and the
Seller and transmitted
via email or facsimile. Said transmission shall bind the legal liabilities
between the Buyer and Seller to this
Agreement. By signing below, both Parties abide by their corporate and legal
responsibility, and execute
this Agreement under full penalty of perjury.
16. APPLICABLE LAW AND JURISDICTION:
Any action or legal proceeding related to this Agreement shall be adjudicated
in the London, England under
the laws and venue of the ICC. Should either Party not perform exactly within
the terms and conditions of
this Agreement, the other Party shall give notice regarding the non-
performance, whereupon the non-
performing Party must comply with their obligations within ten (10) Working
Days or this Agreement shall
be cancelled without further notice. This Agreement shall be governed by the
Uniform Commercial Code
as interpreted by the laws and courts under the interpretation of the
International Chamber of Commerce
(ICC).
17. NON-PERFORMANCE: PENALTIES FOR NON-PAYMENT, LATE PAYMENTS AND FOR NON-
DELIVERY:
In case of Non-Payment by Buyer for the goods in accordance with this
Contract, Seller has the right to
cancel unilaterally this contract and demand all storage fees from the buyer.
In the case of Delayed Payment for the goods, the Seller may at its discretion
give the Buyer an additional
Five (5) Days for payment but the Buyer shall then be responsible to pay an
additional 1 Percent (1%)
penalty of the amount due herein. Payment of the penalty is in addition to any
amount due under this
agreement and does not release the Buyer from performing his obligations.
In the case of Non-Delivery by Seller, regarding the Quantity and Quality
contracted for under this
Agreement, the Buyer shall have the right to declare the Seller in default and
to terminate this contract.

Seller will therefore be liable to pay the (1%) of the value of shipment in
Favor of Buyer.

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 SALES AND PURCHASE AGREEMENT (SPA)
CODE:
SPA
18. TERMINATION:
The Seller may terminate this Agreement if: payment for goods delivered to the
Buyer remain
outstanding for a period of 3(three) days from the due date, OR if Buyer
remits Late Payment for more
than 4(four) successive days.
19. TITLE OF GOODS:
The Title of the Gold Metal (Au) shall pass from the Seller to the Buyer as
soon as full payment is received.
The Buyer may terminate this Agreement if: Seller has not adhered to the
Provisions of clause 6.4 above.
Said termination by Buyer shall also trigger the remedies under the Section on
Non-Performance herein
above.
Either Party may terminate this Agreement if a Material Adverse Event has
occurred.
A Material Adverse Event is defined as events which materially and adversely
affect either the Seller or
the Buyer to this Agreement shall include one of the following: (i) events
which materially and adversely
affect the worldwide gold mining, exporting or importing industry in general
which are more than a mere
change in the price of the commodity being contracted for herein; and/or (ii)
material changes in
regulatory policy which materially and adversely impact the commodity being
mined, exported, or
imported herein.
**** This contract valid and must be executed till the xx xx xxxxxxxx
2021****

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SALES AND PURCHASE AGREEMENT (SPA)

CODE:
SPA
SIGNATURE PAGE:
This Agreement consists of a base agreement, plus any Appendix attached
hereto. Once each Party has
approved the contract and has signed, electronically or otherwise, the
Parties shall begin performance of this Agreement as per the terms and
conditions herein stated.
Date: xxx xxxxx, 2021
_________________________________________________
SELLER:
Title:

Passport No.:
________________________________________________
BUYER
By:
Title:
Passport#
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SALES AND PURCHASE AGREEMENT (SPA)

CODE:
SPA
SCHEDULE A
SELLER’S REMITTANCE INSTRUCTION
BankTBA
Address
SWIFT CODE
Account Number
For the accounts of (1):
Bank Name TBA
Bank Address
Account Name
Account Number
SWIFT CODE
Account IBAN Number
Reference
Denomination
Bank Officer
Bank TEL/FAX Number
Email address
For the accounts of (2):
Bank Name TBA
Bank Address
Account Name
Account Number
SWIFT CODE
Account IBAN Number
Reference
Denomination
Bank Officer
Bank TEL/FAX Number
Email address
10
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SALES AND PURCHASE AGREEMENT (SPA)

CODE:
SPA
SCHEDULE B
BUYER’S BANKING COORDINATES
Bank
Address
SWIFT CODE
Account Number
For the account of
Bank Name
Bank Address
Account Name
SWIFT CODE
IBAN CODE Number
Reference
Denomination
Bank Officer
Bank Phone Number
 Direct phone number
Email address
Electronic signature is valid and accepted as hand signature.
#EDT (Electronic document transmissions) shall be deemed valid and enforceable
in respect of any
provisions of this Contract. As applicable, this agreement shall be:
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, May2000) 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.
11
*** End of This Document ***
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