Contract Transaction Code: AU-GOLD-2023

Seller’s Code: CM-001/762

Buyer’s Code: MF-001/

SALES & PURCHASE AGREEMENT FOR GOLD BARS

KNOW ALL MEN BY THESE PRESENTS:

This Sale and Purchase Agreement for AU (Dore) Metal (Hereinafter referred to as “Agreement”) is
entered into and executed on this day the 30th day of July 2023, by and between the following parties:

SELLER

Seller’s Name: MR. BOBBY BEYOH NGANOU

Passport No.: 0273142

Nationality: CAMEROONIAN

Address: 1544 Boulevard de la Liberté, Douala Cameroon

Email Addresses: bobbynganou@gmail.com | enquiry@omslic.com

Hereinafter referred to as the “SELLER”

BUYER

Buyer’s Name: MR. LAM HON WAH RONNY

Passport No. 140744728

Nationality: BRITISH

Address: 12/F San Toi Building 139, Connaught Rd. Hong Kong

Email Address:

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Hereinafter referred to as the “BUYER”

Whereas, the BUYER confirms with full corporate authority and legal responsibility, that he is ready,
willing and able (RWA) to purchase the said Gold Bars (AU Metal).

Whereas, the SELLER is engaged in the business of gold mining and consultancy.

Whereas, The SELLER also confirms with full corporate authority and legal responsibility, that he is
ready, willing and able to sell the said Gold Bars (AU Metal).

Whereas, BUYER acknowledges that he has reviewed and agreed to the procedures of the SELLER
when he reviewed and signed this SPA.

Whereas, the PARTIES herewith agree to deal openly with complete transparency and disclosures and
in good faith to the execution and implementation of this Contract. The SELLER and the BUYER
agree that this Contract constitutes a “Private” transaction in accordance with the terms, conditions
and procedure set forth herein.

Now therefore, in consideration of the mutual interests and covenants, the parties hereby confirm with
full personal and corporate and legal responsibility, under penalty of perjury, and unconditionally agree
to the following terms and conditions stipulated hereunder:

1. SPECIFICATIONS

COMMODITY: Aurum Utalium (AU)

FORM: Gold Bars of 12.5 Kgs each Bar
PURITY: 22+ Karats
FINENESS: 98%+
WEIGHT: 12.5 kgs each bar
PRICE: 15% Discount for the BUYER based on the 2nd Fixing of the
LBMA in USD per kg on the day of delivery and transfer of
ownership less of the agreed discount.
QUANTITY OF 1st TRANCHE: 100 Kgs
TOTAL PRICE FOR 100 Kgs: LBMA Price x 0.85 x 100
DELIVERY PER MONTH: 1000 Kgs delivery per month (80 bars) for 12 months.

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ORIGIN: Cameroon
PACKING: Government Export Boxes
EXPORT DETAILS:: SELLER pays 4.% for documentation, Export tax, Insurance and
Air Freight. BUYER pays 2% Royalties.
DELIVERY: CIF at SELLER’S expense to BUYER’S Refinery.
DELIVERY DESTINATION: Hong Kong Refinery
ASSAY: Final assay to be carried out at BUYER’s Destination Refinery
CONTRACT SPAN: 12 Months (Supplies Extendable)
CURRENCY: United States Dollars USD
PAYMENT MODALITY: Final Payment to be made by Swift Wire Transfer into
SELLER’s Bank Account. (See Appendix “A”)
COMMISSION: Each PARTY pays their respective agent’s fee.

2. EXPORT TAX & FIXED CHARGES

The SELLER is responsible to cater for the Export Tax Charges to be able to effectuate the shipment
from Douala, Cameroon directly to his Buyer’s destination in Hong Kong, which includes 4.% for
documentation, Export tax, Insurance and Air freight shipment. BUYER pays 2% Royalties.

Folio Description of Expenses Export Tax & Cost in US$ Per Cost in
Charges Kilos US$ per
100
Kilograms

1 Central Bank Commission 0.55% 165 16,500.00

(paid by SELLER)*

2 Royalties (paid by BUYER)* 2.00% 800 80,000.00

3 Customs & Handling Charges 1.45% 435 43,500.00

(paid by SELLER)*

4 Smelting Fee & Assaying (paid by 0.50% 150 15,000.00

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 SELLER)*

5 Insurance (paid by SELLER)* 1.00% 300 30,000.00

TOTAL (1,3-5) 4.00% 1,650 185,000.00

3. PROCEDURES

By signing this SPA, BUYER and SELLER accept its terms, conditions and below procedures:

1. The SELLER sends Full Corporate Offer (FCO-S) to BUYER

2. BUYER Issues a signed Acceptance Letter to SELLER together with countersigned FCO-S to
SELLER.
3. SELLER submits Sales & Purchase Agreement (SPA) Contract to BUYER, based on the
FCO-S.
4. Signing and acceptance of the Sales & Purchase Agreement (SPA) Contract.
5. BUYER confirms Financial Capability to SELLER within 72 hours for initial 1st tranche
shipment of 100 kgs.
6. SELLER will attach the Certification of Custody/Trusteeship by the Storage Security Division
of the Bureau of Customs equivalent to an SKR and Assay Report/Certificate of Authenticity
by the Mines, Industry and Technological Development, Cameroon, pending shipment to
BUYER’S destination. (Attached below).
7. BUYER pays the 2% Royalties. (See table no. 2 above in section 2).
8. SELLER pays the 4% Export taxes, Insurance, Customs clearances for export, Makes all the
relevant export documents ready for shipment of the consignment (Gold Bars) and hand over
the same to the shipping company. (See table no 1,3-5 above in section 2, Export Taxes and
Fixed charges).
9. SELLER begins supply of Gold and ships out 1st Tranche of 100 kgs within seven (7) days.
10. Consignment arrives at BUYER’S location in Hong Kong and proceeds to BUYER’S refinery.
11. BUYER issues a final assay report to match SELLER’S assay (to determine actual weight and
purity of gold). *Normally SELLER’S assay is based on Swiss procedure using the Mettler
Toledo Swiss Precision Water Density method; this system has an accuracy of +/- 005.

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 12. After issuance of BUYER’S final assay report, SELLER gets paid via the mode of payment.
(See below, Appendix “A”).
13. Transfer of Ownership: The Ownership of the Gold as per agreement shall be transferred
automatically from SELLER to BUYER against payment, and by the issuance of Airway Bill on date
of export.
13. Each PARTY pays their respective Agent’s fee.
14. SELLER will proceed to the next shipment as per agreed upon shipping schedule.

4. DELIVERY TERMS

Gold Bars shall be titled and shipped in the name of the “BUYER,” and delivered by Air Freight to
BUYER at the SELLER’s sole expense, i.e., CIF to BUYER’s International Airport (Hong Kong
International Airport) for delivery (by SELLER) to a named refinery for assay or refining.

● The delivery terms for this Sales and Purchase Agreement shall be on CIF (By Air Freight) to
Hong Kong.

● CONSIGNEE as per Airway bill shall be: LAM HON WAH RONNY
CONSIGNOR as per Airway bill shall be: BOBBY BEYOH NGANOU
BUYER as per commercial Invoice shall be: LAM HON WAH RONNY

● The export taxes, export documentation, freight cost, Insurance and other expenses during
Export to the BUYER’S destination are the expense of the SELLER.

● The BUYER shall deposit the Gold Bars in the BUYER account at the refinery in Hong Kong.

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5. SHIPMENT

The herein specified commodity shall be packed in (smelter/assayer's standard) each containing 100
kilograms of Gold Bars, described in this SPA.

The SELLER will ensure that the product is securely loaded onto a bonded courier with all insurance
in place to BUYER’s location in Hong Kong at the cost of the SELLER.

SELLER has the sole option to send up to 3 (three) representatives to inspect the herein mentioned
transaction carried out under this SPA.

SELLER will provide the BUYER with copies of the following by e-mail transmission 24 hours prior
to each shipment:

- Shipment Reference
- Number of Packages
- Gross Weight
- Net Weight
- Estimated Fine Gold Content
- Detailed Packing List
- Export taxes receipts
- Airway Bill Number
- Flight Number
- Date and Estimated Date of Arrival
- Assay Report /Certificate of Authenticity

The SELLER shall label the package containing the Gold Bar and duly sealed for delivery to the
BUYER, before the arrival in the location of the customs of Hong Kong. Information on the box will
be securely glued on the boxes in a very visible way. The property of gold is still to the SELLER until
final payment.

The Shipment Reference has to contain the following handling information:

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REFINERY & CONTACT INFORMATION

● Name of BUYER: MR. LAM HON WAH RONNY

● Name of Refinery:
● Address: 12/F San Toi Building 139, Connaught Rd. Hong Kong
● Airport:
● Name of Account Holder:
● Acct No.:
● Name of Contact Person:
● Telephone No.
● E-mail

6. SCHEDULE OF DELIVERY

No Date Year Quantity Unit of Delivery Location

Measurement

1 August 2023 1000 Kg Hong Kong

2 September 2023 1000 Kg Hong Kong

3 October 2023 1000 Kg Hong Kong

4 November 2023 1000 Kg Hong Kong

5 December 2023 1000 Kg Hong Kong

6 January 2024 1000 Kg Hong Kong

7 February 2024 1000 Kg Hong Kong

8 March 2024 1000 Kg Hong Kong

9 April 2024 1000 Kg Hong Kong

10 May 2024 1000 Kg Hong Kong

11 June 2024 1000 Kg Hong Kong

12 July 2024 1000 Kg Hong Kong

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7. DOCUMENTATION/DELIVERY DOCUMENTS

The delivery shall be accompanied by a Bill of Lading with all necessary documentation in accordance
with international law, and includes:

1. Certificate of Origin
2. Three originals of Commercial Invoices, in favor of the BUYER
3. Assay Report /Certificate of Authenticity
4. Certificate of Ownership (Title/Ownership in the name of the Buyer)
5. Packing List
6. Export Certificate
7. Airway Bill of Lading
8. Declaration that the product is free and clear and of non-criminal origin,
unencumbered and free of any liens, transferable and exportable. (Certificate of Movement)
9. Certificate of the payment of the export taxes.
10. Certificate of payment of the shipping costs.

8. PAYMENT TERMS

Payment must be made in full of each contractually delivered quantity under the terms of this SPA via
bank SWIFT Transfer, as per agreed terms.The payment shall be SWIFT Wire Transfer.

Payment for the “COMMODITY” shall be made by MT103 or Telegraphic Transfer (TT) to the
SELLER's nominated bank after 1st Tranche shipment on the same day or within 24 hours of each final
assay/refining at the BUYER’s refinery in Hong Kong.

NOTE: When any payment is made by the BUYER, payment receipts must be sent to the
SELLER via Email at: bobbynganou@gmail.com | enquiry@omslic.com

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9. HOLD HARMLESS

“To the fullest extent permitted by law, the SELLER agrees to defend (including attorney’s fees), pay
on behalf of, indemnify, and hold harmless (the BUYER), its elected and appointed officials,
employees and volunteers and others working on behalf of all (the BUYER) against any and claims,
demands, suits or loss, including all costs connected therewith, and for any damages which may be
asserted, claimed or recovered against or from (the BUYER), its elected and appointed officials,
employees, volunteers or others working on behalf of (the BUYER), by reason of any claim made by
the SELLER or any other entity, which arises out of, or is in any way connected or associated with this
contract for payment once the BUYER has made payment to the SELLER, other beneficiary, or other
bank account named by the SELLER”.

10. TITLE OF GOODS

The Title of the Commodity shall pass from the SELLER to the BUYER once the Payment is made in
accordance with this SPA.

SELLER confirms and warrants that the Title of the Gold to be sold herein shall be free and clear of
any and all liens and/or encumbrances and of legal origin.

11. TAXES AND INSTITUTIONAL COSTS

The parties hereto individually and separately accept that all liabilities for taxes, levies, duties, charges
and any institutional costs applicable in the execution of their respective rules and regulations shall be
covered by the respective parties hereto. The parties hereto shall only be responsible for any
commissions and/or fees that they, in writing have agreed to pay. Each party shall indemnify and hold
the other party harmless against any third party claims or other forms of payment demands of
above-mentioned nature.

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12. NON-CIRCUMVENTION AND NON-DISCLOSURE

The parties hereto agree to respect each other's proprietary interests and not to reveal details and/or
information to parties and/or individuals other than those who are the officers involved in handling this
transaction. Without the written consent of the other party, no communication may be made by one
party to another party's bank, its authorized or named officer(s) and/or manager(s).

In the event that this transaction does not materialize, conclude or reach the stage where the SELLER
was able to know the particulars and material information or coordinates of the BUYER, SELLER is
prohibited from using or utilizing information or coordinates for purposes of directly contacting the
BUYER without written permission from the BUYER and/or his representative(s), to make any
attempt to continue the failed transaction or similar arrangements exploiting the same commodity or
terms.

Such prohibition shall be in force and effect for a period of Three (3) years from the date of execution
hereof.

13. BANKING COORDINATES

SELLER’s Banking Detail and BUYER’s Banking Detail, shall be attached in Appendix “A.”, mutual
acceptance of the terms of this Sale and Purchase Agreement for AU Metal is confirmed by BUYER’s
signature and SELLER’s counter signature.

14. EXECUTION OF THIS AGREEMENT

The terms of this SPA are confirmed when signed (executed) by the BUYER and SELLER then
transmitted via Email. The executed email shall be binding, and concludes the legal liabilities between
BUYER and SELLER to this SPA.

By adding their signatures see below, both parties acknowledge their corporate and legal responsibility,
executing this SPA under full penalty of Perjury.

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15. JOINT DECLARATION

SELLER and BUYER each declare unto one another that the AU commodity offered herein for sale,
and the origin of the funds used for purchasing the AU commodity, do NOT contravene:

1. The Drug Trafficking Offenses Act 1986,

2. The Criminal Act 1988,
3. The Prevention of Terrorism (Temporary Provisions) Act 1989,
4. The Criminal Justice (International Cooperation) Act 1990,
5. The Criminal Justice Act 1993, and the Money Laundering Regulations 1993, or any
other illegal or criminal activity.
6. And accordingly each party to this agreement indemnifies each other against any such
allegations which may or may not be made in the future.

16. 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.

17. ANTI-TERRORISM CLAUSE

The Buyer agrees that it is in compliance with all applicable anti-terrorist financing and asset control
laws, regulations, rules and executive orders, including but not limited to, the USA Patriot Act of 2001
and Executive Order 13224, and the Global Terrorism Sanctions Regulations set forth in 31 CFR Part
594. Without limiting the generality of this Section 3, Buyer agrees, that to the extent legally
mandated, none of the Gold Dore bar, or profits generated therefrom, will be paid, distributed,
contributed, given or otherwise knowingly made available to, or for use by, any person or firm listed
on the United States Government's Terrorist Exclusion List or the list of specially designated nationals
and blocked persons maintained by the United States Treasury Department's Office of Foreign Assets
Control.

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All parties to this transaction are advised that where the U.S., EU, UN, and other government and/or
regulatory authorities impose specific sanctions against certain countries, entities and individuals,
bank’s may be unable to process a transaction that involves a breach of such sanctions, and authorities
may require disclosure of information. Should any party to this Agreement be found to be in
violation hereof, there shall be an immediate cessation, and this Agreement shall become null and
void.

18. ARBITRATION

In the event of dispute involving to or related to any portion of this SPA and the same cannot be
resolved in an amicable manner, each party of this SPA shall have the right to seek legal recourse, and
the Party seeking relief shall be bound by the laws of the Party bringing such action, or in any Court of
Competent jurisdiction.

All disputes and settlements arising out of or in connection with the present SPA shall be governed,
and settled by one or more arbitrators that will be appointed or designated in accordance with the
aforementioned rules of arbitration.

19. APPLICABLE LAW

In any action or proceedings where the enforcement of an arbitral award of arbitration has failed, the
Laws of the Republic of Cameroon shall apply and the venue of action shall be in any Court of
competent jurisdiction within the Republic of Cameroon.

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SIGNATORIES BELOW ARE BOTH PERSONALLY AND CORPORATELY RESPONSIBLE.

SELLER

Name BOBBY BEYOH NGANOU

Passport No. 0273142

Date of Issue 15 DECEMBER 2020

Date of Expiration 15 DECEMBER 2025

Country of Issue CAMEROON

Signature

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 COPY OF SELLER’S PASSPORT

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BUYER

Name: LAM HON WAH RONNY

Passport No.: 140744728

Date of Issue:

Date of Expiration:

Country of Issue:

Signature

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 COPY OF BUYER’S PASSPORT

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ASSAY REPORT / CERTIFICATE OF AUTHENTICITY

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SAFE KEEPING RECEIPT OF BUREAU OF CUSTOMS

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 APPENDIX “A”

SELLER’S BANKING COORDINATES

Bank Name:

Branch:

Bank Address:

Account Name:

Bank Routing/ABA:

Account Number:

SWIFT Code:

Bank Telephone:

BUYER’S BANKING COORDINATES

Bank Name:

Branch:

Bank Address:

Account Name:

Bank Routing/ABA:

Account Number:

SWIFT Code:

Bank Telephone

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Acknowledged and Accepted,

Signature of SELLER

_______________________

BOBBY BEYOH NGANOU Date: 3 August 2023

Signature of BUYER

_______________________

LAM HON WAH RONNY Date: 3 August 2023

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