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AZMIL MINERALS COMPANY SL LTD

MINING- EXPORTER- IMPORTER- AGENT- GENERAL SUPPLIERS.

ADD - 8 Lower Gbendebu Goderich Free Town                      


TEL. +232 88 604 143

EMAIL  - dc900.02@yhoo.com

REGISTRATION No.SL101220AZMIL2001626

Date 4/ july2023

PURCHASE AND SALE AGREEMENT


Contract No: AMSL/02122022.

This document is confidential and should not be distributed to


anyone other than the buyer or seller identified in this document.

Between buyer and (seller)

Company Name: AZmil MINERALAS COMPANY (SL) LIMITED


Address: 10 JUBA HILL, FREETOWN-SIERRA LEONE
Seller Derrick/Daniel sesay
       
                                                                    
AND (Buyer)
AZMIL MINERALS COMPANY SL LTD
MINING- EXPORTER- IMPORTER- AGENT- GENERAL SUPPLIERS.

ADD - 8 Lower Gbendebu Goderich Free Town                      


TEL. +232 88 604 143

EMAIL  - dc900.02@yhoo.com

REGISTRATION No.SL101220AZMIL2001626

The parties above wish to enter into a business transaction for


their mutual benefit and have agreed to enter into this agreement
to establish the basic terms, conditions and mutual covenants
upon which they wish to transact this sale/purchase contract and
in consideration of which the parties hereto agree as follows:

WHEREAS: The seller and the Buyer agree and guarantee, under
penalty of perjury, the sale of gold in the form, price and time
indicated in this contract

Price 30,000$ per kilos 23+carat purity 98.6% procedure buyer


come to Sierra Leone then we travel together by road car to
conakry in seller office inspect satisfied then pay taxes 6%
include insurance as against collateral for the trial quantity. The
Buyer will be responsible for the shipping cost to the final
destination of Refinery . Then seller or Seller representative and
buyer or buyer representative will travel together to buyer country
refinery for final payment. In buyer refinery (Country)

SCOPES OF AGREEMENT
AZMIL MINERALS COMPANY SL LTD
MINING- EXPORTER- IMPORTER- AGENT- GENERAL SUPPLIERS.

ADD - 8 Lower Gbendebu Goderich Free Town                      


TEL. +232 88 604 143

EMAIL  - dc900.02@yhoo.com

REGISTRATION No.SL101220AZMIL2001626

The Seller issues the contract (SPA), which will be signed and the
copy will be exchanged between the Buyer and the Seller by
email that will be considered the original copy. At the beginning,
the seller will sign and stamp each page of the contract originally
(with the corresponding sign). The seller will send it to the buyer,
the buyer will also sign and stamp each page of the contract
originally (with the corresponding sign).

A. the Seller, under full corporate responsibility and liability


represents that he has the clear and right to sale the Gold
B. the Buyer, under full corporate authority and responsibility,
represents that he has the full financial capability to purchase the
Gold

NOW, THEREFORE: In consideration of the promises and mutual


covenants herein set forth, both Parties agree to the Terms and
Conditions as follows:

1) COMMODITY SPECIFICATION
AZMIL MINERALS COMPANY SL LTD
MINING- EXPORTER- IMPORTER- AGENT- GENERAL SUPPLIERS.

ADD - 8 Lower Gbendebu Goderich Free Town                      


TEL. +232 88 604 143

EMAIL  - dc900.02@yhoo.com

REGISTRATION No.SL101220AZMIL2001626

• Product : (AU) Gold Bars


• Form : Gold bars
• Purity : 98.6
• Finesse : 23+% Carats

•First tranche: 1000kgs ~ monthly Deliveries 7,000 kgs


• Price : USD 30,000 Per kilo (taxes is 6%)
•Origin : Sierra Leone taxes will be paid by buyer. Buyer will be
responsible for paying for Government and insurance and
shipping cost in conakry to the buyer country of refinery where
the final payment will be made after the final Assay in buyer
country

*SUBSEQUENT TRANCHES will be by Air Cargo


AZMIL MINERALS COMPANY SL LTD
MINING- EXPORTER- IMPORTER- AGENT- GENERAL SUPPLIERS.

ADD - 8 Lower Gbendebu Goderich Free Town                      


TEL. +232 88 604 143

EMAIL  - dc900.02@yhoo.com

REGISTRATION No.SL101220AZMIL2001626

2) DELIVERY
The GOLD will be delivered on monthly will amount to 2000kgs.
From conakry to buyer both parties hereby mutually agreed that
Buyer will be responsible for the Government taxes Insurance and
shipping cost from conakry to buyer country refinary

3) PURITY
The Seller will provide the Gold with a minimum fineness of
23+carat according to be tested bearing the purity certificate of
98.6% from the country of origin made avialable officially to
accompany of delivery of the product to the buyer's refinery. The
buyer will pay after the final Assay at the Buyer’s Refinery.

4) TRANSACTION COSTS
A. The seller or representative of the seller will accompany the
buyer with the gold to his refinery for the final test and payment.
The seller will provide real scanned copy of the passport of the
representative or the seller himself, who will accompany the buyer
back, it will be made to the signature of this contract.
AZMIL MINERALS COMPANY SL LTD
MINING- EXPORTER- IMPORTER- AGENT- GENERAL SUPPLIERS.

ADD - 8 Lower Gbendebu Goderich Free Town                      


TEL. +232 88 604 143

EMAIL  - dc900.02@yhoo.com

REGISTRATION No.SL101220AZMIL2001626

B. When the shipment is made by Air Cargo, by joint decision of


seller and buyer, both parties will agree on the Air Freight
Forwarder and Carrier that will perform such work.
C. The Gold will be smelted in the presence of /Buyer
Representative into Gold bars for transparency in a local smelter in
origin.
The buyer will pay the smelting charges, taxes and insurance
and freight costs to the buyer's destination.
D. Seller and Buyer mutually agree on the date of each Tranche

E. The Seller delivers the goods, in origin, at the point agreed with
the buyer.
5) PAYMENT

PAYMENTS will be made with clear and clean money of non-


criminal origin.
The buyer will pay 30,000 USD PER KG after the final Assay at
the Buyer’s refinery through SWIFT / WIRE Transfer MT103 to
AZMIL MINERALS COMPANY SL LTD
MINING- EXPORTER- IMPORTER- AGENT- GENERAL SUPPLIERS.

ADD - 8 Lower Gbendebu Goderich Free Town                      


TEL. +232 88 604 143

EMAIL  - dc900.02@yhoo.com

REGISTRATION No.SL101220AZMIL2001626

the banking details provided by the seller within 72 hours against


the transfer of ownership of the metal.

CURRENCY: The agreed purchase price is the quoted price in


USD (US Dollar).

6) NOTICES

Any and all notices required to be given by one party to the other
party to this Agreement shall be in writing by facsimile or email,
directly to the parties referenced herein.

7) DOCUMENTS

Each shipment and delivery will be identified with all appropriate


codes and contract reference numbers.
In addition with:
1. Commercial Performa invoice in favour of the Buyer
AZMIL MINERALS COMPANY SL LTD
MINING- EXPORTER- IMPORTER- AGENT- GENERAL SUPPLIERS.

ADD - 8 Lower Gbendebu Goderich Free Town                      


TEL. +232 88 604 143

EMAIL  - dc900.02@yhoo.com

REGISTRATION No.SL101220AZMIL2001626

2. Certificate of Origin issued by authority of the country of


origin.
4. Certificate of Ownership confirming the product to be free of
all liens, taxes and encumbrances.
5. Certificate of purity, assay certificated, issued by official local
organism
6. Export Permit / Export documents from exporting country.

Before setting the export date, all previous documents must have
been sent to the buyer for his verification
When the buyer verifies, seller and buyer will set date and flight of
export and arrival at the destination airport

8) WARRANTIES
Seller warrants that the commodity can be lifted without
restrictions anywhere in the world. The Seller agrees to accept
the final assay report at Buyers designated refinery.
AZMIL MINERALS COMPANY SL LTD
MINING- EXPORTER- IMPORTER- AGENT- GENERAL SUPPLIERS.

ADD - 8 Lower Gbendebu Goderich Free Town                      


TEL. +232 88 604 143

EMAIL  - dc900.02@yhoo.com

REGISTRATION No.SL101220AZMIL2001626

9) APPLICABLE LAW AND JURISDICTION


Any dispute arising out of, or in context of this Agreement,
or related to any agreement concluded as a result of this
Agreement, shall be settled by Arbitration. The seat of the
Arbitration tribunal shall be under the rules of conciliation
and arbitration of the International Chamber of Commerce
(ICC), Court of Arbitration.

10) JOINT DECLARATION


The Seller and Buyer each declare unto one another that the
GOLD offered herein for sale, and the origin of the funds used for
purchasing the GOLD, do NOT Contravene: The Drug Trafficking
Offenses 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 Regulations1993, or any other
illegal or criminal activity. And accordingly each party to this
agreement indemnifies each other against any such allegations
which or may not be made in the future.
AZMIL MINERALS COMPANY SL LTD
MINING- EXPORTER- IMPORTER- AGENT- GENERAL SUPPLIERS.

ADD - 8 Lower Gbendebu Goderich Free Town                      


TEL. +232 88 604 143

EMAIL  - dc900.02@yhoo.com

REGISTRATION No.SL101220AZMIL2001626

11) FACSIMILE COPIES AND COMMUNICATIONS

This Agreement shall be accepted to be legal and binding by both


parties if executed and sent by fax and/or email direct to the
parties concerned at the numbers or email address contained
within this Agreement.

12) 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 whose clauses are deemed
to be incorporated herein. Should the performance of any act
required by this Agreement,

Other reason than the payment of money, be prevented or


delayed by reason of an act of God; strike; lockout; labor troubles;
water; the elements; fire; flood; adverse weather conditions or
other major environmental disturbance; power surges or failure;
AZMIL MINERALS COMPANY SL LTD
MINING- EXPORTER- IMPORTER- AGENT- GENERAL SUPPLIERS.

ADD - 8 Lower Gbendebu Goderich Free Town                      


TEL. +232 88 604 143

EMAIL  - dc900.02@yhoo.com

REGISTRATION No.SL101220AZMIL2001626

material shortage or unavailability; act of military authority;


government ordinance, law, rule, regulation, or restrictions,
inability to obtain necessary License, permit, or right; or any other
cause beyond the control of the party required to perform the act;
then the time for performance will be extended for a period
equivalent to the period of delay and performance of the act
during the period of delay will be excused. Provided, however, if a
force majeure event is not remedied within thirty (30) days, either
party may, without liability and as its sole and exclusive remedy,
terminate the affected schedule.

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


AZMIL MINERALS COMPANY SL LTD
MINING- EXPORTER- IMPORTER- AGENT- GENERAL SUPPLIERS.

ADD - 8 Lower Gbendebu Goderich Free Town                      


TEL. +232 88 604 143

EMAIL  - dc900.02@yhoo.com

REGISTRATION No.SL101220AZMIL2001626

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 ten (10) 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 shall survive the termination of this agreement.

14) BINDING AUTHORITY


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

15) SIGNATORIES
Each of the parties hereto confirms, under penalty of perjury, that
each has full legal and lawful authority to execute this contract
AZMIL MINERALS COMPANY SL LTD
MINING- EXPORTER- IMPORTER- AGENT- GENERAL SUPPLIERS.

ADD - 8 Lower Gbendebu Goderich Free Town                      


TEL. +232 88 604 143

EMAIL  - dc900.02@yhoo.com

REGISTRATION No.SL101220AZMIL2001626

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.

16) 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. There are original copies 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.

17) SELLER’S GUARANTEE


The seller is obliged to deliver the GOLD subject of this
agreement and contract within a maximum of 7 working days to
AZMIL MINERALS COMPANY SL LTD
MINING- EXPORTER- IMPORTER- AGENT- GENERAL SUPPLIERS.

ADD - 8 Lower Gbendebu Goderich Free Town                      


TEL. +232 88 604 143

EMAIL  - dc900.02@yhoo.com

REGISTRATION No.SL101220AZMIL2001626

the notice of the buyer so that it is available to him in the place


proposed in origin. Gold from Sierra Leone to conakry

18) SELLER´S BANKING DETAILS


AZMIL MINERALS COMPANY SL LTD
MINING- EXPORTER- IMPORTER- AGENT- GENERAL SUPPLIERS.

ADD - 8 Lower Gbendebu Goderich Free Town                      


TEL. +232 88 604 143

EMAIL  - dc900.02@yhoo.com

REGISTRATION No.SL101220AZMIL2001626

BANK NAME:
SKYE BANK SIERRA LEONE

ADDRESS:
LUMLEY ROAD FREETOWN

CITY /
COUNTRY: FREETOWN SIERRA LEONE

ACCOUNT
HOLDER NAME: AZmil MINERALS COMPANY SIERRA
LEONE LTD                              

ACCOUNT
NUMBER:    1040396210

SWIFT CODE:
SKYESLFR
AZMIL MINERALS COMPANY SL LTD
MINING- EXPORTER- IMPORTER- AGENT- GENERAL SUPPLIERS.

ADD - 8 Lower Gbendebu Goderich Free Town                      


TEL. +232 88 604 143

EMAIL  - dc900.02@yhoo.com

REGISTRATION No.SL101220AZMIL2001626
AZMIL MINERALS COMPANY SL LTD
MINING- EXPORTER- IMPORTER- AGENT- GENERAL SUPPLIERS.

ADD - 8 Lower Gbendebu Goderich Free Town                      


TEL. +232 88 604 143

EMAIL  - dc900.02@yhoo.com

REGISTRATION No.SL101220AZMIL2001626
AZMIL MINERALS COMPANY SL LTD
MINING- EXPORTER- IMPORTER- AGENT- GENERAL SUPPLIERS.

ADD - 8 Lower Gbendebu Goderich Free Town                      


TEL. +232 88 604 143

EMAIL  - dc900.02@yhoo.com

REGISTRATION No.SL101220AZMIL2001626

Representative

representative
AZMIL MINERALS COMPANY SL LTD
MINING- EXPORTER- IMPORTER- AGENT- GENERAL SUPPLIERS.

ADD - 8 Lower Gbendebu Goderich Free Town                      


TEL. +232 88 604 143

EMAIL  - dc900.02@yhoo.com

REGISTRATION No.SL101220AZMIL2001626

ON BEHALF OF THE SELLER as the maximum legal and


registered representative of the seller company         
                                                   
Full Name: Mr. Derrick /Daniel sesay
Company: AZMIL MINERALS COMPANY (SL) LIMITE

Signature :

Date: 12 june 2023

ON BEHALF OF THE BUYER as the maximum legal and


registered representative of the buyer's company         
Full Name: Mr.
AZMIL MINERALS COMPANY SL LTD
MINING- EXPORTER- IMPORTER- AGENT- GENERAL SUPPLIERS.

ADD - 8 Lower Gbendebu Goderich Free Town                      


TEL. +232 88 604 143

EMAIL  - dc900.02@yhoo.com

REGISTRATION No.SL101220AZMIL2001626

Company name

SIGNATURE: DATE :
Passport no.

END OF CONTRACT --------------


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