FOB - SALES AND PURCHASE AGREEMENT (SPA)

FOB means Cash Transaction in Uganda;

and

THIS AGREEMENT BETWEEN:

1 PARTIES

SELLER

Address:

Represented by:

(hereinafter referred to as the “SELLER”)

and

PURCHASER

COMPANY:
Registration Number:
Address:

Represented by:

In his capacity as: Director

so duly authorised.

(hereinafter referred as the “PURCHASER”)

 Page 2 of 9

IN TERMS OF WHICH THE PARTIES AGREE AS FOLLOWS:

2. COMMODITY OR GOLD DORE BARS SPECIFICATIONS:

a) COMMODITY: Aurum Utalium (AU) (Gold Dore Bars)

b) FORM: Gold Dore Bars
c) Initial Tranche: 10kgs
d) PURITY: 97+%
e) FINENESS: 23 carats
f) PRICE: $ 45,000 USD per kilogram
g) ASSAY: Assay at a mutual refinery/place agreed by both Buyer
and Seller after thorough due diligence.
h) ORIGIN: Uganda
i) PACKING: Export Package Metal Boxes with locks
h) DELIVERY LOCATION At mutual agreed refinery (Euro-gold Refinery Kampala-
Uganda)

Total value: 450,000.00USD

Consignment Quantities: 10kgs followed by rolls and extension as it shall be

agreed

3. DESCRIPTION:

Commodity will be essentially clean and securely package for International transport,
each parcel to state net/gross weights. Material containing radioactive or deleterious
elements (Beryllium, Arsenic) will be rejected.

4. QUANTITY:

The contractual quantity for sale to the PURCHASER under the terms of this Agreement
shall be as follows:

4.1 10kgs first tranche, to be delivered to a licenced refinery agreed by both Seller
and Buyer for assay.

4.2 Thereafter and after the successful delivery, assay and purchase of the 1 st 10Kgs
of Gold Dore Bars, there will be roll over and extensions as it shall be agreed.

Buyer’s Signature: Seller’s Signature:

 Page 3 of 9

5. DELIVERY:

5.1 The Parties agree that delivery of the Commodities will be processed by the
SELLER through his Agent (Agency) to the Delivery Location, as agreed.
5.2 The Buyer in this case shall have to offer the seller a Proof of funds (POF) against
which Seller shall also offer Proof of product.
5.3 Refinery booking/receipt shall be done strictly in the names of the Seller by his
Agent on buyer’s expense and presence.

5.4 The costs for the delivery as above will be for the SELLER's account and shall
include all costs pertaining to the delivery of the Commodity to the Delivery
Location referred to in 5.1.

5.5 The Commodity is on a FOB transaction will only be released and delivered to the
PURCHASER on payment of the purchase price from the PURCHASER to the
SELLER for that particular tranche of delivery and assayed.
5.6 As soon as the goods have entered the refinery another team of both the Seller
and the Buyer shall be at the nearest Bank counting and verifying the notes. As
soon as Assay is done both teams shall direct and confirm exchange.

6. PAYMENT OF THE PURCHASE PRICE

6.1 The purchase price is $45,000 p/kg, and the BUYER is also obliged to pay
consultant fees as per Annexure "A".

6.2 The Parties agree that adjustments upward or downward of the sale price, if
needed (based on the purity of the Gold Dore Bars assayed at the Refinery
referred to in paragraph 5.1 will be made in accordance with that particular Assay
report.

6.3 The purchase price for the quantities referred to in clauses 4.2 and 4.3 above will
be paid in full by the PURCHASER to the SELLER on receipt of the FINAL As say
and Invoice stating the exact amount to be paid for that particular tranche of
Commodities so delivered and assayed. Payment will be made by Cash in Clean
US dollar notes at the agreed location preferably nearest Bank to ease verification
of notes and counting.

6.4 The PURCHASER will provide the SELLER with Proof of Funds in cases of a FOB
transaction, before the Seller’s Gold Dore Bars are delivered.

Buyer’s Signature: Seller’s Signature:

 Page 4 of 9

7. PROCEDURE:

Since the process to deliver the Gold Dore Bars to a Refinery, and the Assaying thereof,
and the payment thereof is a practical procedure and process and the parties will
therefore agree on the day of the said assay, as to the procedure thereof, bearing in
mind the above principles contained in this agreement.

8. BUYER’S BANKING COORDINATES

To be provided

9. PURCHASER’S INFORMATION:

PAYMENT TERMS AND EXECUTION OF THIS AGREEMENT

The terms of this Agreement shall be Confirmed and signed by the Buyer and the Seller
via facsimile or Email. By signing below, both parties abide by their corporate and legal
liabilities between Buyer and Seller of this contract. The parties accept that electronic
communication of signed copies and messages sent by Fax or E-mail shall be deemed to
be fully legally binding.

Buyer’s Signature: Seller’s Signature:

 Page 5 of 9

10. DOCUMENTS:

The following documents need to be provided for in order to finalize this transaction:

10.1 Certificate of Ownership;

10.2 Certificate of Assay Report
10.3 Invoice;
10.4 Certificate of Origin;
10.5 License to trade;
10.6 Declaration that the Gold Dore Bars is free and clear and of non-criminal origin
unencumbered, free of any liens and is transferrable and exportable.

11. TITLE:

Ownership of the Gold Bars will pass to the PURCHASER on delivery thereof at the
Delivery Location, EURO GOLD Refinery (at 5.1) and on the issuing of the Final Assay
Report and on payment of the full purchase price to the SELLER of the particular
tranche of Gold Dore Bars.

12. APPLICABLE LAW AND JURISDICTION:

The Parties consent to the jurisdiction of the High Court of Uganda for any proceedings
arising out of or in connection with this Agreement.

13. RISK:

The risk for the Purchase and Sale and delivery of the Gold Bars lies with the SELLER
until it reaches the Delivery Location (either at 5.1). Therefore it will ensure to procure
the necessary all-inclusive insurance to cover all risks pertaining thereto.

14. SEVERABILITY CLAUSE:

If any provision or provisions of this Agreement shall be held to be invalid, illegal, and
unenforceable or in conflict with the law of any jurisdiction, the validity, legality and

Buyer’s Signature: Seller’s Signature:

 Page 6 of 9

enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.

15. NON-CIRCUMVENTION and NON-DISCLOSURE

15.1 The Parties agree not to disclose the details of this Agreement or any other
matter in relation to the transactions set out herein to any third party at any time and
further undertake not to make any public announcement relating to the matters
contemplated herein without the prior written approval first being had and obtained
from each other, save if such disclosure or announcement is required by any competent
authority.

15.2 The parties further agree not to circumvent, avoid, bypass, or obviate, directly or
indirectly, the intent of this Agreement. The parties thus agree, that neither party will
do business directly or indirectly with third parties involved in this transaction and with
whom either party directly or indirectly is/are going to do business with. This provision is
valid for a period of 5 years from the date of signature hereof by both parties, and the
parties agree that in the instance of breach of this clause; damages may arise for which
the party responsible for the breach will be liable.

16. BINDING AUTHORITY

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

17. 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.
18. SIGNATORIES:

Each of the parties hereto confirms, 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 efforts 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 to the parties herein and to include their heirs,
executives, administrators and assignees.

19. EXECUTION OF THIS AGREEMENT

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

Buyer’s Signature: Seller’s Signature:

 Page 7 of 9

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

20. BREACH

20.1 If any Party commits a breach of any of the material provisions of this Agreement
and fails to remedy such breach within 7 (SEVEN) Business Days (or if the breach
in question is not capable of being remedied within 7 (SEVEN) Business Days,
then within such extended period as the defaulting Party may prove to be
reasonable in the circumstances) of receipt of written notice from the other Party
calling upon it to do so, then the innocent party shall be entitled, without
prejudice to any other rights which it may have in terms of this Agreement and/or
at law, to –
20.2 cancel this Agreement forthwith, with or without claiming damages;

20.3 obtain an order against the defaulting party for specific performance, with or
without claiming damages; and/or

20.4 claim such damages as it may have suffered in lieu of specific performance
together with all amounts owing under or in terms of this Agreement, whether or
not the due date for payment shall otherwise have arrived.

Signed and sealed, on this………. day April 2022

…………………………………………………….
SELLER’S Signature:

Buyer’s Signature: Seller’s Signature:

 Page 8 of 9

Seller’s Passport Copy:

Buyer’s Signature: Seller’s Signature:

 Page 9 of 9

…………………………………………………………
PURCHASER's Signature:

PURCHASER’s Name:

Passport No:

Signed and sealed, this ……….

Buyer’s Passport Copy:

END OF CONTRACT

Buyer’s Signature: Seller’s Signature: