OFFER-1 BULLION

GOLD DUBAI/ZURICH SUMMARY

(From DUBAI/ZURICH Security/Bonded Warehouse)

1) Commodity: Expired, Recyclable & Used International Precious Metal HS71081200

in Bar Form – Importable and Exportable Worldwide Original GLD
registered AU Bars in 1 Kg and 12.5 Kg weight (GLD expired) Customs
tariff numbers/ Harmonized System Codes: 7108,71081200,71081300
2) Specifications A minimum purity of 99.95% or better
3) Quantity & Terms 2 X 500 (MT) Metric Tons
4) First Lift 400 (KG) Kilograms
5) Following Lift To be arranged.
6) Hallmark Expired, Recyclable & Used Precious Metals, to be renovated/smelted
into international recognized and accepted goods - more than 5 years
old purity of 99.95%-99.99%
7) Selling Price: Discount is GROSS, LBMA -12% / NET -9% to Buyer according to FOB
DUBAI/ZURICH per kilogram based on Second Price Fixing at the LBMA on
the prior day of execution for Good Delivery Bars with a minimum grade of
99.95% AU. In the event LBMA is not operating on that scheduled day, the
price calculation shall be used based on the 2nd LBMA fixing of the Market
opening day.
8) Consultancy Fee: Total Commission is 3%/Kilogram - paid by Seller and Buyer
8.1) 1.5% to Seller’s Representatives: Closed
8.2) 1.5% to Buyer’s Representatives: Open
9) Payment: (No Proof of Funds (POF). As a payment guarantee, the buyer will issue a
conditional, non-operational, non-transferable and non-assignable blocked funds via SWIFT
MT799 to trigger the seller's;

• PERFORMANCE BOND 2 PERCENT,

• DEPOSIT CONFIRMATION LETTER (DCL) (DUBAI/ZURICH),

• LOGISTICAL REPORTS,

• SWIFT MT600,

• INSURANCE NUMBER to the seller to the face value of the lift amount prior to the seller
releasing the product for delivery to refinery for a new, final assay OR scanning.

10) Final Payment:
Final Payment will be made via MT 103 SWIFT against
simultaneous change of liftable ownership as per price protocol
within 1 banking day of the buyer performs his inspection / purity
check in DUBAI. Upon receipt of payment, the seller will issue a
new certificate of ownership in the name provided by the buyer.

11) Documents The Seller shall authenticate, declares, legalize, register, transfer
of ownership, provide and guarantee documents from
government sectors and seller’s responsibility of each
tranche/lift shall be accompanied by the following;
 • Certificate of Assay Report
• Certificate of Ownership
• AIR WAYBILL
• Commercial Invoice
• Tax certificates
• Import-Export license
• Certificate of Origin
• Warehouse receipt and list of product
• Customs Clearance Certificate

PROCEDURES:

A. After mutual agreement of exchanges by e-mail or TTM video, (due to the Covid-19 pandemic,
electronic signature is acceptable), the Buyer and the Seller will sign this SALES AND
PURCHASE AGREEMENT (SPA) with full bank details, including electronic signature.
B. Seller and Buyer must then file an original copy of this SALES AND PURCHASE AGREEMENT
(SPA) with their respective banks.

C. Within three (3) banking days, Buyer sends a conditional, non-operational, non-
transferable and non-assignable blocked funds via SWIFT MT799 to trigger the seller's;
• PERFORMANCE BOND 2 PERCENT,
• DEPOSIT CONFIRMATION LETTER (DCL) (DUBAI),
• LOGISTICAL REPORTS,
• SWIFT MT600,
• INSURANCE NUMBER to the seller to the face value of the lift amount prior to the
seller releasing the product for delivery to refinery for a new, final assay OR
scanning.

D. The Buyer along with his assayer of his choice will then be invited by a DCL to the Seller’s
security warehouse in the DUBAI/ZURICH for a physical viewing/inspection/NON-
DESTRUCTIVE PURITY TEST of the amount of Precious Metal for the first tranche.
E. Assay, price protocol, initiation of full payment by MT 103 against simultaneous change of
ownership and lifting
F. The transfer of the precious metal holder is made against final payment. Then the title deed
for an equal amount will be transferred to the buyer (certificate of ownership).
G. This SALES AND PURCHASE AGREEMENT (SPA) shall be governed by UAE Law. Any dispute
arising out of this SALES AND PURCHASE AGREEMENT (SPA) shall be settled in the UAE
and/or OF THE JURISDICTIONS OF THE EUROPEAN UNION.
 OFFER-2 DORE BARS AFRICA

(Bennett Consultancy is Direct to Seller Mandate)

PRODUCT = GOLD DORY BARS

ORIGIIN = West African (MALI-LIBERIA-GUINEA)

QUANTITY = 250 KGS (MIN) up to 5000 KGS PER MONTH X 12

PURITY = 96% +

QUALITY = 23 C +

PAYMENT = TT/SWIFT TRANSFER AFTER ASSAY

SECURITY = BUYER CHOICE OF BG,SBLC,BLOCK FUNDS, DLC ,TEAR SHEET OR ESCROW

ARRANGEMENTS.

DELIVERY = CIF TO BUYER’S DESTINATION COUNTRY

PRICE: 14+3% LBMA FOR BUYER WHO WANT TO GIVE SBLC and BG AS PAYMENT GUARANTEE.

PRICE: 12+3% LBMA FOR BUYER WHO WANT TO GIVE BLOCK FUNDS, DLC , ESCROW

ARRANGEMENTS. Commission: Sell side closed, Buyer pays commissions to both sides.

NOTE on Performance bond by the seller

• SBLC, BG, DLC Seller issues 2% PB,

• For DLC 1000 KG+ monthly attracts 2% PB

• For BLOCK FUNDS ON MT799 CANNOT ATTRACTS 2%

• ESCROW AGREEEMENT IS DONE ONLY IN USA WIH CITI BANK OR JP MORGAN.

Process:

1. NCNDA/FCO/SPA/IMFPA

2. POP

3. Financial Instruments

4. Shipping

5. Assay

6. Payment

7. Transfer of ownership 8. Commission payouts

 OFFER-3 ( Dore Gold from kampala
SALES AND PURCHASE AGREEMENT
(SPA) AU GOLD BARS
Transaction Code: XXXXXXXXXX

This Private Sale and Purchase Contract of Alluvial Gold Dore Bars (Gold) hereby referred to
as (Agreement) is entered into, signed and executed on this 19TH March, 2021 by and
between the following parties:
International Precious Metal HS71081200 in Bar Form – Importable and Exportable Worldwide
Customs tariff numbers/ Harmonized System Codes: 7108, 71081200, 71081300

Name XXXXXXXX
Address XXXXXX AUSTRALIA
Telephone no XXXXXX
Country AUSTRALIA
Email
Company Reg Number
Represented By
Passport Number
Nationality AUSTRALIAN
Hereinafter referred to as the "Seller"
And

Company
Address
Telephone no
Country
Email
Company Reg Number
Represented by
Passport Number
Nationality

Hereinafter referred to as the "buyer"

WHEREAS: Seller has available for sale of UNREFINED GOLD BAR, hereinafter collectively
referred to as “Gold”.
WHEREAS: Buyer wishes to purchase Seller's Gold over an agreed upon time-period.
NOW THEREFORE: The Parties agree to the Terms and Conditions as follows:

SCOPE OF THE CONTRACT:

a) The Seller, under full authority and responsibility, declares that he has the capability and
unrestricted right to sell the Gold.
b) The Buyer, under full corporate authority and responsibility declares that he and his assigns
have the full capability to purchase the un-refined gold and such purchase will be increased
with options of monthly or to be mutually agreed extensions.
Any excuse of delayed or partial payment is not accepted after final assay and the value shall
be accepted by both Buyer and Seller.

COMMODITY SPECIFICATIONS:

1. PRICE : $45,000USD TO SELLER

2. PURITY : 96% MIN PURITY
3. QUALITY : 22+ CARATS
4. QUANTITY : 50KG TRIAL /200KGS FORTNIGHTLY X 12 MONTHS
4. SHIPMENT: : CIF 50/200 KGS FORTNIGHTLY SHIPMENT DAT DUBAI
5. ASSAY : TESTING ASSAY IN BUYERS REFINERY DUBAI
6. ORIGIN : EAST AFRICA
7. PACKING : EXPORT PACKAGE BOXES.
8. PAYMENT : PAYMENT BY CASH WIRE TRANSFER ON ASSAY TO
SELLER
9. COMMISSION : PAID BY THE BUYER $2,000USD PER KG SELLER SIDE
: PAID BY THE BUYER $2,000USD PER KG BUYER SIDE
DELIVERY DESTINATION (CONSIGNEE NAME):
DESTINATION DELIVERY AT TERMINAL INT AIRPORT DUBAI
CONSIGNEE REPRESENTATIVE
CONTACT PERSON
TELEPHONE NO
BUYERS NAME FOR TITLE
CHANGE OF OWNERSHIP
BUYERS ADDRESS FOR
CHANGE OF OWNERSHIP

DOCUMENTS:

EACH SHIPMENT AND DELIVERY SHALL BE IDENTIFIED WITH ALL ASSIGNED

CONTRACT REFERENCES, CODES AND NUMBERS. SELLER MUST PROVIDE THE
FOLLOWING DOCUMENTS TO BUYER:

● THREE ORIGINALS OF COMMERCIAL INVOICES IN FAVOUR OF THE BUYER

● CERTIFICATE OF ORIGIN – GOVERNMENT APPROVED
 ● PACKING LIST / ASSAY REPORT
● CERTIFICATE OF OWNERSHIP
● CERTIFICATE OF WEIGHT
● CUSTOMS CLEARANCE CERTIFICATE AND CENTRAL BANK CERTIFICATE
CONFIRMING LEGAL EXPORT AND TAXES PAID.
● EXPORT LICENSE/ PERMIT TO EXPORT
● AIRWAY BILL INCLUDING INSURANCE
● DECLARATION THAT THE “GOLD” IS OF NON-CRIMINAL ORIGIN, UNENCUMBERED
AND FREE OF ANY LIENS, IS TRANSFERABLE AND EXPORTABLE IS NOT OWNED OR
SOURCED FROM OR THROUGH A PEP (POLITICALLY EXPOSED PERSON)

IMPORTANT NOTE:
The Seller understands and agrees to follow the below in the preparation of the invoice, the
Certificate of Origin and any other Government documents on which the “Consignee” is
specified for each Shipment. The Seller understands that if these procedures are not
followed, the Buyer may be unable to clear the Shipment through Customs at the Airport of
Destination, should seller fail to provide such documents then buyer reserves the right to
secure such documents and charge seller the cost of obtaining such documents.

DELIVERY TERMS:
● The delivery terms shall be FORTNIGHTLY DELIVERY to Meet Buyers Representative DAT
DUBAI INTERNATIONAL AIRPORT as agreed.
● The export taxes, export documentation, freight cost and other expenses during exportation
from the seller’s location shall be borne by the buyer and at the time buyer decides to export
the gold. (The fees, insurance and taxes pre-paid by the buyer shall be deducted from the
final Invoice to the Buyer for payment of the Gold)
● Seller is responsible to deliver the Gold to Buyer’s representative in Las Vegas. Seller will
provide all the necessary documents in order to demonstrate that Seller will not have any
delays in performing his export legally.
● Buyer is responsible for all charges, taxes and shipping and insurance as agreed from the
Destination Airport to the Destination Airport DUBAI for Assay Testing of the Gold.
● NOTE: COST OF SHIPPING AND TAXES SHALL BE DEDUCTED FROM FINAL INVOICE AFTER
ASSAY IN BUYERS’ REFINERY.
● BUYER SHALL PAY TO THE SELLER $41,000USD PER KG LESS PRE-PAID SHIPPING AND TAXES
● BUYER SHALL PAY THE CONSULTANTS $2,000USD PER KG SELLER SIDE / $2,000USD PER KG
BUYER SIDE AT A SAME TIME TURN OUT BASIS AS PAYMENT IS PAID TO THE SELLER.
● Upon Refinery final Assay confirmation, the ownership of the Gold shall pass to the Buyer on
full payment made to Seller’s nominated bank account.

PAYMENT TERMS:

Full balance to be paid within 72 hours (3 Business Days) after final assay at buyer’s
destination refinery in DUBAI by cash wire transfer to seller’s account.

PROCEDURE:
 1. The Seller and Buyer shall sign the Sales Purchase Agreement.
2. The Seller shall prepare the Invoice for the buyer to pay the Shipping, Taxes and
Insurance fees and charges to ship the Gold to DAT DUBAI for the Agreed amount of
50kilograms trial followed by 200kg fortnightly shipment of Gold.
3. The Buyer shall pay the taxes, fees and charges as per the pro-forma invoice to
enable the shipping of the Gold to the Buyers DAT Airport Las Vegas.
4. The Seller shall prepare the 50kilograms agreed quantity to secure ship the Gold to
Dubai accompanied by his representative.
5. The Seller Representative and Buyer Representative shall clear the Gold through
Customs on Arrival in Las Vegas.
6. The Gold shall then be escorted to the Buyers Refinery in DUBAI for Testing and
Assay with full payment to the Seller within 48 hours of Assay.
7. The Seller shall change title to the Buyer immediately on full payment to the Seller.

CLEAR TITLE:
Seller confirms and warrants that the Title of the gold 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.

WARRANTIES:
b) Seller warrants that the commodity can be shipped to Buyer without restrictions.
c) Seller agrees and acknowledges on receipt of Payment of Taxes and Fees, the Seller shall
ship the goods CIF to the Buyers Destination Airport within 7 days of Payment of the
agreed fees.
d) The Seller agrees to accept the Final Assay Report from the Buyer's designated refinery,
accepting Final payment of each shipment of 50/200KG value, after Final Assay of the
gold.

TITLE OF GOODS:
The Title to the gold shall transfer from the Seller to the Buyer immediately upon full payment
having been received to the Seller Nominated account from the Buyer.
Gold will be delivered into the Buyer DAT (Delivered at Terminal) for the
Buyer/Representative to clear customs in DUBAI with the necessary documents.

The Buyer will not take legal ownership until the agreed price of the gold is paid as per this
contract after final assay testing in DUBAI Buyers refinery.

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. Shipments held up shall be subject to rolls and extensions
under Force Majeure.

ETHICS: (NON-CIRCUMVENTION and NON-DISCLOSURE).

Buyer and Seller and Carrier 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 Dubai for a period of five (1) years from the date hereof. Said Non-
circumvention and non-disclosure shall include, but not be limited to communicating with
each other's banks, refiners, representatives of Buyer with Customs, brokers or Seller's
mandate. The understanding and accord of this subparagraph will survive the termination of
this Agreement.

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.

EXECUTION OF THIS AGREEMENT:

The terms of this Agreement shall be Confirmed and signed by the Buyer and the Seller and
carrier 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 Agreement. By signing
below, all parties abide by their corporate and legal responsibility, and execute this
Agreement under full penalty of perjury.
Any dispute or disagreement of any kind between the signatories to this agreement shall be
resolved by binding arbitration in accordance with the laws of Australia and the arbitration
tribunal shall consist of three (3) arbitrators chosen by the parties.

The decision of the tribunal shall be final and binding and no appeal shall lie there from. The
tribunal shall have the power to order one party to contribute to the reasonable costs and
expenses of the other party, or to pay all or any portion of the costs of the arbitration, as the
panel determines in its discretion. Judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof, plus any and all court costs, attorney fees
and any other costs or charges reasonably necessary to adjudicate the controversy.

BY SIGNING BELOW, both parties agree and abide by their corporate and legal responsibilities
to this Agreement.

SELLER BUYER

COMPANY NAME: COMPANY NAME:

XXXXXXX

REPRESENTED BY: REPRESENTED BY

XXXXXX
PASSPORT ID: PA 1193068 AUSTRALIA PASSPORT ID:

DATED: 19th MARCH 2021 19th MARCH 2021

ANNEXURE 1 – DELIVERY SCHEDULE SAMPLE FOR ONE (1) YEAR

SCHEDULE AMOUNT FORTNIGHLY ANNUAL QUANTITY

WEEK 1 TO 50 KILOGRAMS 10,050 KG R&E

WEEK 50 200 KILOGRAMS

Total Quantity May Be Mutually Agreed from Time to Time Between the Buyer and The Seller

ANNEXURE 2 – SELLERS PASSPORT ID

ANNEXURE 3 – BUYERS PASSPORT ID

NNEXURE 4 – IRREVOCABLE MASTER FEE PROTECTION AGREEMENT
AND PAYMENT BANKING DETAILS

SELLER RECEIVING BANK DETAILS FOR RECEIPT OF PAYMENT @ $41,000USD

PER KG (LESS SHIPPING TAXES AND INSURANCE)
BANK NAME

BANK ADDRESS

ACCOUNT NAME

ACCOUNT NUMBER

SWIFT CODE

BRANCH CODE

BANK OFFICER

BANK OFFICE EMAIL

TELEPHONE

CORRESPONDENT BANK

CORRESPONDENT BANK ADDRESS

ACCOUNT NUMBER

ROUTING NUMBER

SIGNATORY

BUYER BANK DETAILS FOR PAYMENT TO SELLER

 BANK NAME

BANK ADDRESS

ACCOUNT NAME

ACCOUNT NUMBER

SWIFT CODE

BRANCH ROUTING ABA CODE

BANK OFFICER

BANK OFFICE EMAIL

TELEPHONE

SIGNATORY

NON-DISCLOSURE NON-CIRCUMVENTION & WORKING

IRREVOCABLE FEE PROTECTION AGREEMENT

[ICC.400/500/600]

NCNDA – IMFPA
IRREVOCABLE MASTER FEE AGREEMENT
This agreement is made and entered into on this date, shall obligate the undersigned parties and their
partners, associates, employers, employees, affiliates, subsidiaries, parent companies, any nominees,
representatives, successors, clients and assigns hereinafter referred to as “The Parties” jointly
severally, mutually and reciprocally for the terms and conditions expressly state and agree to below,
the terms and conditions of this agreement shall apply to any exchange of information written or oral
involving financial information, personal or corporate names, contracts initiated by or involving the
parties and any addition, renewal, extension, rollover amendment, renegotiations or new agreement
hereinafter referred to as “The Transaction” (Project/Transaction) or other business on gold trade.

IMFPA - AGREEMENT TO HONOR COMMISSIONS

We the undersigned herewith referred as the BUYER, under penalty of perjury do hereby irrevocably
confirm and irrevocably accept BUYER to pay SELLER / BUYER CONSULTANTS at the same time and
in a manner and the BUYER under penalty of perjury do hereby irrevocably confirm and irrevocably
accept to pay all SELLER / BUYER CONSULTANTS for each and every transaction of this contract up to
the completion of the contract plus rollovers and extensions and in accordance with the bank details
to be specified in the hard copies of this contract and any further contracts related to this transaction.

We, the BUYER, irrevocably confirm that we will order and direct our bank or other financial institution
to endorse automatic payment orders to the beneficiaries named below; furthermore, We, BUYER ,
confirm that all pay orders shall automatically transfer funds as directed into each beneficiaries
designated bank account on the completion of each Transaction, when the payment has been credited
to the respective bank’s account of the SELLER after closing and completion of each and every
shipment of the product and designated authority authorization during the contract term plus any/or
extensions and rollover of the specified contract, including and not limited to additional contracts they
may entered into with the parties associated with the above transaction. For the purpose of clarity,
we confirm that the closing and completion of each and every tranche shall be deemed to take place
when the payment issued by the Sender has been drawn down at the counters of the receiving bank
with full payment to the Receiver. Payment to all the Beneficiaries shall be made on the same day at
a same time turn out basis.

COMMISSIONS ON THE TOTAL TRANSACTION FOR THE SELLER CONSULTANT PARTNER: $,2,000USD
PER KG WITH R+E PAYABLE BY THE BUYER

COMMISSIONS ON THE TOTAL TRANSACTION FOR THE BUYER CONSULTANT PARTNER: $,2,000USD
PER KG WITH R+E PAYABLE BY THE BUYER

SELLER SIDE FACILITATORS $2,000USD PAYABLE PER KG ON EACH TRANCHE R&E

PAYMASTER TOTAL OF $2,000 USD OF TOTAL FACE VALUE WITH ROLLS AND EXTENSIONS

TWO THOUSAND ($2,000) USD ON EACH TRANCHE AND PAYABLE TO

SELLER SIDE GROUP ONE
PAYMASTER INCLUDING ROLLS AND EXTENSIONS

PAYMASTER NAME:

REPESENTED BY:

CONTACT INFORMATION:

PASSPORT NUMBER:

NATIONALITY:

BANK NAME:

BANK ADDRESS:

SWIFT CODE:

ACCOUNT NAME:
ACCOUNT NO. (USD):

ACCOUNT NO. (EUR):

PERSONAL BANKER BUSINESS:

BENEFICIARY GROUP:

BANK PH/FAX:

PAYMENT CODE:

SPECIAL WIRE INSTRUCTIONS

REQUIRED MESSAGE

DATED: 19TH MARCH, 2021

BUYER SIDE FACILITATORS TOTAL 2,000USD PAYABLE PER KG ON EACH TRANCHE R&E

PAYMASTER TOTAL OF $2,000 USD OF TOTAL FACE VALUE WITH ROLLS AND EXTENSIONS

TWO THOUSAND ($2,000) USD ON EACH TRANCHE AND PAYABLE TO

BUYER SIDE GROUP ONE
PAYMASTER INCLUDING ROLLS AND EXTENSIONS

PAYMASTER NAME:

REPESENTED BY:

CONTACT INFORMATION:

PASSPORT NUMBER:

NATIONALITY:

BANK NAME:

BANK ADDRESS:

SWIFT CODE:

ACCOUNT NAME:
ACCOUNT NO. (USD):

ACCOUNT NO. (EUR):

PERSONAL BANKER BUSINESS:

FOR AND ON BEHALF OF XXXXX/ OR ASSIGNS FOR PAYMENT TO

BENEFICIARIES UNDER SEPARATE FEE AGREEMENT FOR BENEFICIARIES.
BENEFICIARY GROUP:

BANK PH/FAX:

PAYMENT CODE: AS PER PGL AFTER DOWNLOAD UNDER TRANSACTION CODE:

SPECIAL WIRE INSTRUCTIONS PRE-ADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER, EMAIL
A NOTIFICATION IMMEDIATELY UPON EACH TRANSFER PAYMENT
TOGETHER WITH THE TRANSACTIONS CODE/S TO: XXXXXXXXXX

REQUIRED MESSAGE ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND
CLEAR, OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH
IMMEDIATELY UPON RECEIPT BY THE BANK”.

DATED: 19TH MARCH, 2021

SELLER BUYER

COMPANY NAME: COMPANY NAME:

REPRESENTED BY: REPRESENTED BY

PASSPORT ID: AUSTRALIA PASSPORT ID:

DATED: 19th MARCH 2021 19th MARCH 2021

This agreement supersedes any prior agreement between the parties.

ACCEPTED AND AGREED WITHOUT CHANGE BETWEEN THE ABOVE PARTIES:

END OF CONTRACT