XXXX MINING LIMITED

Gold mining and Mineral prospecting, export of natural resources, import of mining equipment.

2nd Mireku Street, Building #B18,

Dunkwa-On-Offin. Central Region,
Ghana.

Date:.

CONTRACT NUMBER:
SELLERS CODE:
TRANSACTION CODE:
BUYERS CODE 
CODE : XXXX

PRIVATE SALE AND PURCHASE AGREEMENT FOR

GOLD BARS CIF DELIVERY.

THIS AGREEMENT BETWEEN:

XXXX Mining Limited, with headquarters in Dunkwa-On-Offin - Ghana, hereby duly
represented by Mr. Kojo Bonsu holder of GHANA Passport No. G0242262

(hereinafter referred as the” Seller")

AND

(hereinafter referred as the” Buyer")

WHEREAS: Seller has available for sale gold bars, 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 and guarantees that he is capable to legally export
the gold bars.

Seller: Page 1 of 8 Buyer

b) The Buyer, under full corporate authority and responsibility declares that he and his
associates have the full capability to purchase the refined gold and such purchase will
be increased with options of annual extensions.

COMMODITY SPECIFICATIONS:
a) COMMODITY: Aurum Utalium (AU)
b) FORM: Gold Bars
c) PURITY: 96 % +/- 0.5%
d) FINENESS: 22+ carats
e) ASSAY: Final assay to be made at and by Buyer's registered Refinery and
This value will be accepted by both Buyer and Seller.
After Assay Payment is to be made in usd currency to the Seller.
f) ORIGIN: Ghana
g) PACKING: Export Package Metal Boxes

QUANTITY:

Seller agrees to sell and deliver to the Buyer under the Terms of this
Agreement 200 kg or more per month x 12 with rolls and extensions

PRICE: LME/LBMA/https://goldprice.org/ spot price X purity less 13% gross 9% net per
kg payable by Buyer to Seller for duration of this contract when final assay report ready.
Referenced funds in this agreement to be wired is in United States Currency (US$)
Commission: 4%, 1% for seller mandate, 1% for seller intermediaries, 1% buyer
intermediaries and 1% for buyer mandate

PROCEDURE:
1.       Buyer open Standby Letter of Credit (SBLC)/Bank Guarantee (BG) for the full
value of monthly contract quantity to seller bank valid for full contract term.
2.        Seller issue 2% performance Bond to buyer through bank.
3.        Seller deliver to buyer designated refinery to assay.
4.       After assay, if the assay report is acceptable by seller and buyer, they must make
jointed signature on assay report.
5.       The seller and buyer agree the final unit price and amount, and make jointed
signature on certificate.
6) Buyer release payment within 48 hours after report via MT 103 (TT) to seller bank
account
7.   After buyer make payment, buyer will get full set of documents and gold ownership
transfer to Buyer. The deal is completed.
8) The whole process repeat for subsequent delivery

DELIVERY TERMS:

Seller: Page 2 of 8 Buyer

a) The delivery terms for this S.P.A. agreement shall be on C.I.F (by Air-cargo) to the
buyer's destination refinery to BUYERS CHOSEN DESTINATION.

b) The seller financier will pay all taxes, duties, export documentation etc, in the country
of origin, and pays the air freight fee and insurance fee directly to the transport company
to transport the Gold to the buyer’s refinery.

c) The Seller Financiers will bear the cost of freight fee and insurance fee of the gold
bars and ship the gold bars directly to the Buyer refinery.

d) The Seller will notify the Buyer via fax or E-Mail of the date of transport of Seller's
gold bars from Seller's departure point (Origin). By return the Buyer will confirm receipt
of Notice, which will include Airway-bill and copy of insurance and export documents, in
the same manner.

e) Seller will ship direct to the buyer's refinery. Prior to Aircraft Departure from point of
origin, Seller will notify Buyer; the airline, flight number, dates of expected departure and
arrival time. Buyer, on behalf of Seller, will clear shipment of gold bars through
Customs.

f) Buyer will be physically present at Customs and at the refinery to insure all
procedures have been followed and actual delivery was completed to the refinery.
Buyer will notify the Seller's Mandate of successful completion of events in written form.

PAYMENT TERMS:
Final payment for the gold shall be made by wire transfer to the Seller's designated
bank, within 2 business days after the refinery issues the final assay report.

PROCEDURE: (In time sequence)

First (1st) Step: The Seller will sign this contract and the Buyer shall return it to Seller
signed and stamped.

Third (2ND) Step: The Shipper will ship the gold to the Buyer's selected refinery, and
will notify the Buyer regarding the name of the airline, flight number, dates of expected
departure and arrival time.

Fourth (3RD) Step: The Seller Shipper will process the gold shipment through Customs.

Fifth (4TH) Step: Within two (2) working days of receipt of the shipment of the gold, the
refinery will fax a copy of the refinery’s assay to the Buyer for acceptance and also fax a
copy of the assay to the Seller.

Seller: Page 3 of 8 Buyer

Sixth (5th) Step: Payment by the Buyer shall be made to the Seller's designated bank
within 2 business days after the refinery issues the final assay report.

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

COMPANY ADDRESS:

XXXX Mining Limited

2nd Mireku Street, Building #B18,
Dunkwa-On-Offin. Central Region,
Ghana.

SELLER’S BUSINESS BANK INFORMATION:

Bank Name: Merchant Bank Limited

Address: Achimota Branch
Accra - Ghana
Account Name: XXXX Mining Limited
Account Number: 000130100016741
Swift Code: MBGHGHAC

SELLER FINANCIER BANK DETAILS TO RECEIVE THE BG.

Bank name :

Bank address:

Account Name:

Account Number AED :

IBAN AED :

Seller: Page 4 of 8 Buyer

Account Number EURO :

IBAN EURO :

Account Number USD :

IBAN USD:

Swift code :

Branch Code:

Bank Officer’s Name:

Bank Officer’s Phone:

Bank Officer’s Fax:

Bank Officer’s Email:

Buyer’s Bank Information.

Bank Name:

Address:

Routing No.:

Swift:

Account Name:

Account No:

Buyer Address

Seller: Page 5 of 8 Buyer

Buyer Refinery address

DOCUMENTS:
Each shipment and delivery shall be identified with all assigned contract reference
codes and numbers. Seller must provide the following documents to Buyer prior to
arrival of the gold or when Seller or is agents arrive at the airport of destination:

a) Three originals of Commercial Invoices in favor of the Buyer

b) Certificate Of Origin
c) Certificate Of Ownership
d) Government assay report
e) Customs Declaration Form(s) (supplied by Buyer, if applicable)
f) Declaration that the gold is free and clear and of non-criminal origin,
unencumbered and free of any liens, and is transferable and exportable
g) Export Permit, Original copy of the Airway bill
h) Full set Airway bill, marked "air freight Pre-paid"
i) Flight number and date of arrival
j) Gross weight and net weight

TITLE OF GOODS:
The Title to the gold shall transfer from the Seller to the Buyer immediately upon
clearing Customs and will be placed into the account of the Buyer at the refinery with
the necessary documents. Provided, however, Buyer will not take legal ownership until
the agreed price of the gold is paid as per this contract after final assay from the
refinery.

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:
a) The Seller financier shall pay the required duties and export documents in
country of export. Seller Financiers pays the freight fee and insurance to The Shipping
Company to ship the gold bars to the Buyer refinery.
b) Seller warrants that the commodity can be shipped to anywhere in the world
without restrictions.
c) The Seller agrees to accept the final assay report from the Buyer's designated
refinery, accepting payment of each shipment after final assay of the gold.

Seller: Page 6 of 8 Buyer

d) Additional charges due to the excessive impurity content of the gold will be
deducted from the amount payable to the Seller.

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, Paris -
France which clauses are deemed to be incorporated herein.

ETHICS: (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 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, refiners, representatives of Buyer
dealing with Customs, brokers or Seller's mandate. The understanding and accord of
this subparagraph will survive the termination of this Agreement.

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.

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
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, both parties abide by their corporate and legal responsibility, and
execute this Agreement under full penalty of perjury.

Signed and sealed, this day , Seller’s Signature:

COMPANY NAME: XXXX MINING LIMITED

Seller: Page 7 of 8 Buyer

MR KOJO BONSU

Passport Number: G0242262, Country: Ghana

Buyer's Signature:

Passport Number: XXXXXXX,

Signed and sealed, this day , Seller’s Signature:

Seller: Page 8 of 8 Buyer