TRANSACTION CODE: AU/28-08-23

SELLER’S CODE: BGS/28-08-DRC-99-23

BUYER’S CODE: ……………………………..
DATE: 28 AUGUST 2023

BULLION GUINEA SARLU

PRIVATE SALES AND PURCHASE AGREEMENT(SPA)

COMPANY NAME : BULLION GUINEA SARLU J/V ROSE GULF BEAUTY WLL
COMPANY ADDRESS : ALMAMYA IMMEUBLE ZEIN MUNICIPALITY of KALOUM CONAKRY REPUBLIC OF
GUINÉA
COMPANY REGIS NUM : RCCM/GN.TCC.2020.B.02353
REPRESENTED BY : Mr MOUSTAPHA CAMARA J/V MUSTAFA OZGUN
PASSPORT NUMBER : GINO00451351

HEREINAFTER REFERRED TO AS “PARTY A ”SELLER”

AND-

HEREINAFTER REFERRED TO AS “PARTY B “BUYER”

COMPANY NAME:
COMPANY ADDRESS:
REPRESENTED BY:
PASSPORT NO:
TELEPHONE NUM:
E-MAIL ADDRESS:
TAX NUMBER :

1200 Kgs first shipment and 1200 kgs per Month for 365 days
Revolving Contract of Alluvial Gold Dore Bars to be Delivered DAP
Buyer’s Designated Airport.
TRANSACTION NO:AU/01-09/22 August, 28,2023

THIS AGREEMENT IS MADE AND ENTERED INTO, THIS DAY OF

August, 28, 2023

BY AND BETWEEN

SELLER and BUYER hereinafter collectively referred to as the “PARTIES”

SELLER DECLARATION OF SELLING.

WHEREAS, the Seller with full corporate authority and responsibility

certifies, represents, warrants and make an irrevocable firm
commitment that he will fulfill the requirements of this agreement and
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sell and provide the commodity, herein mentioned, on time and in the
manner and under the terms specified and agreed upon by the signatures
hereafter.

Whereas, the Seller warrants with full responsibility, under penalty

of perjury or fraud, that he is the owner and is in possession or has
the authority to sell and deliver the commodity specified hereinafter,
free from any liens or encumbrances having no criminal or illegal
origin.

BUYER DECLARATION OF PURCHASING

WHEREAS, the Buyer with full corporate authority and responsibility

certifies, represents warrants and make an irrevocable firm commitment
that they will purchase the commodity herein mentioned in a timely
manner, under the terms specified and agreed upon by the signature’s
hereafter.

Whereas, the Buyer confirms with full responsibility, under penalty

of perjury or fraud, that he is ready, willing and able to purchase
the said commodity.

SELLER AND BUYER ASSERTION

WHEREAS, The Seller and Buyer, each with full corporate authority,
certify, represent and warrant that each can fulfill the requirements
of this agreement and respectively provide the products and the funds
referred to herein, in time and under the terms agreed to hereafter;

And

WHEREAS, The Seller and the Buyer both agree to finalize and execute
this SPA under the terms and conditions hereinafter set forth.

NOW THEREFORE; In consideration of the mutual promises, agreements,

terms & conditions of this agreement, assertions and covenants herein
and other good and valuable considerations, the receipt of which is
acknowledged hereby, the parties hereto mutually and voluntarily agree
as follows:

COMMODITY DESCRIPTION

PARTY-A-: PARTY-B-
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The commodity that the seller will sell to the buyer is specified as follow:

Commodity: AU(Gold) in Dore Bars.

Delivery Quantity: First delivery 1200 Kgs of 15600 kgs for 365
days Revolving.

Origins: Guinea CONAKRY

Form: Dore Gold Bars

Quality: Delivered at 22+ Carats Certificate of Analysis

at origin)

Fineness: Delivered at 97,68% Purity per thousand of the

fine Gold or better (as per Certificate of Analysis / Assay at origin)

Price: USD46000 per kilo on quantity delivered.

Commission: 3% intermediary per kilo

Payment: By SWIFT based upon the final Assay Report via MT-103 Wire
Transfer in 72 hrs.

Payment Warranty: LC, DLC, Block Funds.

Packaging: Accepted Metal box with names and address.

Delivery: By Air, INCOTERM DAP

Designated Airport: Buyer Choice International Airport or choice of

buyer .

PROCEDURE

5.1 The seller sends the spa to the buyer.

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5.2 Buyer and Seller sign the Sale and Purchase Agreement (SPA),
where the delivery protocol is defined. Each page must be
initialed.

5.3 After the signature of the SPA by both parties, the seller sends
the proof of product (POP) to the buyer and the buyer sends the
letter Of Credit (LC) to the bank of the seller's financier.

5.4 Within 10 (ten) Banking Days, the Seller informs the Buyer of
the first delivery with all export documents.

5.5 Once the Buyer has confirmed that they are ready, the Seller
will fly the Gold to the destination chosen by the Buyer where the
Buyer will wait for the Seller at the airport to clear and manage
all taxes on importation as well as the additional costs related to
the delivery of the Gold to the Refinery of the Buyer. All costs
for exporting the gold from the seller's country to the airport of
the country designated by the buyer will be borne by the
seller; and all costs from the airport of the buyer's designated
country to the buyer's refinery shall be borne by the buyer.

TAXES AND DUTIES: PAYABLE BY SELLER, BEFORE EXPORT OF GOLD.

6.1. SELLER hereby undertakes to pay all taxes and duties imposed by
the Country of Origin pertaining to exportation of Gold Dore Bar,
the subject matter of this SPA.
6.2. BUYER shall pay all taxes and duties imposed at the country of
discharge pertaining to the EXPORT/IMPORT of Gold Dore bar, the
subject matter of this SPA. Any documents required at the receiving
port are the Buyer’s responsibility.
BREACH /ARBITRATION/JURISDICTION:

7.1. Both Parties hereto hereby agree that except for the provisions
of the Force Majeure as described, any breach of any of the
provisions of this SPA shall be settled amicably, AS AGREED between
both Parties. Failure to reach an amicable settlement, both Parties
hereto hereby agrees to submit to Arbitration under
the Laws of Arbitration of the country of jurisdiction. Both Parties
hereto hereby agree to abide by the result of the Arbitration
Process.
7.2. If the dispute is not resolved by Arbitration and necessitate
bringing the dispute under the legal process, the jurisdiction shall
be that of ICC Paris Courts of Law.

PARTY-A-: PARTY-B-
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DATE: 28 AUGUST 2023

INSURANCE

Seller shall bear the expense to procure a policy with a first-class

Insurance Institute to cover one hundred and ten percent (110%) of the
goods’ value, from the origin of the Gold to Buyer designated Country
Airport.
Buyer shall bear the expense to procure a policy with a first-class
Insurance Institute to cover one hundred and ten percent (110%) of the
goods’ value; from the Gold arrival at Buyer designated Country Airport
until the effectiveness of the transfer of property from Seller to
Buyer.
Both Insurance policies shall cover all risks, loss or damages to the
said goods, including war, hijacking, explosion, Robbery, etc.

NON-CIRCUMVENTION/NON-DISCLOSURE:

Buyer and Seller respect the confidential nature of this agreement

and agree to maintain in the strictest confidence, the names of the
parties whose identities may become known to one another through the
tendering of documents or assembling of banking or government
approvals. The parties agree to maintain strict confidentiality
concerning the identities of the parties directly or indirectly
involved in this transaction. Buyer and Seller accept and agree to
the provisions of the International Chamber of Commerce for the no
circumvention and non-disclosure with regards to the Buyer and
Seller being involved in this contract, additions to, renewals and
third-party assignments with full reciprocations. All data remain
the property of the party who has brought the data to the
transaction.
Any of the parties who breach this rule will be liable for any
damages and loss of profits resulting from such breaches, regardless
of whether the breach is deliberately or through negligence. The
Parties agree that reference all the clauses contained in the
directives n. 614-619-650-664, I.C.C. in Paris that means fully
reported and accepted in this contract.

GENERAL PROVISIONS:

PARTY-A-: PARTY-B-
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10.1. Language: Both Parties hereto hereby agree that English

Language, oral or written shall be the language to be used in any
communication pertaining to this transaction.
10.2. Addresses: The addresses provided herein, such as Postal
address, Office physical address, fax address, telephone, telex and
email address, provided under this SPA shall be the official
addresses of the respective Parties hereto and shall be used in all
forms of communications. Should any of the Parties hereto change
their address, such should be communicated in writing to the other
Party.
10.3. Amendments, Changes and Additions: This is the SALES AND
PURCHASE AGREEMENT, in its entirety. Any additional Changes or
Amendment to be made under this SPA shall be mutually agreed upon by
both Parties hereto and shall be made in writing and forms part and
parcel of the document as ‘ANNEXES’. The Buyer is responsible for
his refinery costs meeting minutes may be attached as agreed.

DOCUMENTS

Seller must provide the following documents to Buyer prior to arrival

of goods or when delegates arrive at the airport of destination. Said
documents must be issued in the English Language.

Commercial Invoice: 2 originals and 2 original copies showing Contract

Number, description of Goods, unit price, total amount, and gross/net
weights of the goods.
Packing List: One (1) original and three (3) copies issued declaring
gross and net weight, number of units.
Certificate of Origin: one (1) original, and three (3) copies.
Certificate of Ownership: One (1) original and three (3) copies issued.
Export Certificate: One (1) original and three (3) copies issued.
Airway Bill: One (1) original and three (3) copies issued.
Declaration that the goods is free and clear of encumbrance and of
noncriminal origin and source.
Certificate of Analyses Report issued by Laboratory (country of
origin).

PAYMENT AND SECURITY PROCEDURES

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DATE: 28 AUGUST 2023

The commodity is booked in with the refinery in the name and ownership
of “The Seller” under the account of The Buyer.
Final payment is made immediately after the final assay test
acceptance. A copy of the refineries’ final assay report will be
provided to the Seller.

JOINT DECLARATION:

The Buyer and Seller, each declare unto one another that the gold
herein for sale and the origin of the funds used for purchasing the
gold do NOT contravene any of the following LAWS. "The Drug
Trafficking Act of 1986"; "The Criminal Act of 1988"; "The
Prevention of Terrorism (Temporary Provisions) Act of 1989"; The
Trade Secret Act of 1979 ; The Drug Trafficking (Recovery of
Proceeds) Ordinance, the Organized The Serious Crime Ordinance, the
Narcotics Drug Law 1990,"The Criminal Justice (International Co-
operation) Act of 1990"; "The Criminal Justice Act of 1993", "U. S.
PATRIOT ACT OF 2001"; Economic Espionage Act of 1993 (18 U.S.C.
1839-3); The Terrorism Act 2000; The Proceeds of Crime Act 2002; The
Anti-Terrorism Act
and the Patriot Act I and II (2003 and latest revision); The Money
Laundering Regulations 2007, 18 USC 1956-1957, or any other law
intended to prevent illegal, criminal, terrorist activity; or any
other illegal or criminal activity. Accordingly, each Party to this
Agreement indemnifies each other against any such allegations, which
may or may not be made in the future.

ARTICLE 7: BANKING DETAILS

SELLER’S FINANCIER BANKING DETAILS:
BANK NAME :
BANK ADDRESS :
SWIFT CODE:
ACCOUNT NAME :
IBAN NUMBER :
ACOUNT NUMBER :
BANK OFFICER :
EMAIL:
TELEPHONE NUMBER :

PARTY-A-: PARTY-B-
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DATE: 28 AUGUST 2023

SELLERS BANKING INFORMATION – RECEIVING MT 103 PAYMENTS

BANK NAME :
BANK ADDRESS :
ACCOUNT NAME :
ACCOUNT NUMBER :
SWIFT CODE :
BANK OFFICER NAME :
BANK TELEPHONE :
BANK OFFICER E-MAIL:

BUYER BANKING DETAILS FOR THE MT103 PAYMENT:

BANK NAME :
BANK ADDRESS :
ACCOUNT NAME :
ACCOUNT NUMBER :
BIC/SWIFT CODE :
IBAN NUMBER :
BANK OFFICER NAME :
BANK OFFICER E-MAIL :
BANK OFFICER TELEPHONE :
BANK OFFICER FAX :

BUYER FINANCER BANK DETAILS FOR OPENING THE BCL :

BANK NAME :
BANK ADDRESS :
ACCOUNT NAME :
ACCOUNT NUMBER :
BIC/SWIFT CODE :
IBAN NUMBER :
BANK OFFICER NAME :
BANK OFFICER E-MAIL :
BANK OFFICER TELEPHONE :
BANK OFFICER FAX :

CONTRACT VALIDITY

Contract is valid for a period of 10 days of trial shipment once

payment structure is in place and confirmed. After successful trial
shipment a 12 months period of contract validity enters into force
automatically where Seller and Buyer confirms payment structure.
IN WITNESS WHEREOF, both Parties hereto hereby affix their
signatures in the presence of their respective witnesses on the date
and place first above written.

PARTY-A-: PARTY-B-
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ARRIVAL PROTOCOL

Step 1: Buyer notifies refinery of shipment arrival and processes

paperwork for transfer to secure carrier. Buyer clears the consignment
and pays all custom duty.
Step 2: Armored, insured carrier transports commodity to refinery.
Step 3: Refinery opens and weighs commodity upon receipt.
Step 4: Quality test is performed to ensure the presence and quality
of gold.
Step 5: Commodity is melted, sampled and poured into impure Dore bars
and weighed for final settlement purposes.
Step 6: Buyer signs the acceptance of the assay report.

TERM OF AGREEMENT

This Agreement shall terminate either at the option of the Buyer by

notice to the Seller or Seller to Buyer or automatically in the event
of non-delivery to Buyer Refinery on delivery date agreed upon between
the parties or Buyer’s failure to confirm payment structure within 2
days. The Parties may agree to extend this agreement in writing by
attaching a separate addendum.

EXECUTION OF THIS AGREEMENT

The Terms of this Agreement shall be confirmed and signed by the Buyer
and the Seller via facsimile or e-mail. Said executed facsimile or e-
mail shall be binding and initiates and concludes the legal liabilities
between Buyer and Seller of this Contract.The Parties hereto agree
that they have signed stamped copies of this Contract and exchange the
signed copy by electronic mail.

Signed electronic copies by the Parties hereto are considered legally

binding and enforceable.This Agreement shall be valid and enforceable
for the duration(s) of each [underlying] SPA(s), and said SPA
extensions, and rollovers.

This agreement is subject only to said jurisdictional law, the terms

herein, and ICC [current] provisions for Force Majeure (FM) which [if
said should arise], Payer shall issue official, confirmable
notification of same.

FM shall not prevent resumption of payment(s) due, nor past due,

and/or, prompt resumption of all payments interrupted due to FM, nor
any other disruptive event(s); except and until any applicable
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underlying SPA (as defined herein) has reach its term (as defined
herein), or has been prematurely terminated with absolutely no recourse
and/or continuity, and, via payer’s written official notification to
paymasters certifying confirmable same.

Any part of this agreement stricken [by law], shall not affect the
remainder or any subsequent amendment [of same].BY SIGNING BELOW, with
full understanding of the act of fraud, both parties abide by their
corporate and legal responsibilities to this Agreement.

**********************#

Electronic signature is valid and accepted as hand signature when

the contract is coming directly from the email address of the
Signatory OTHER #EDT (Electronic Document Transmissions) shall be
deemed valid and enforceable in respect of any provisions of this
Contract. As applicable, this agreement shall be: -Incorporate U.S.
Public Law 106229, ‘‘Electronic Signatures in Global and National
Commerce Act’’ or such other applicable law conforming to the
UNCITRAL Model Law on Electronic Signatures (2001) and ELECTRONIC
COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the
United Nations Centre for Trade Facilitation and Electronic Business
(UN/CEFACT).

EDT documents shall be subject to European Community Directive No.

95/46/EEC, as applicable.

Either Party may request hard copy of any document that has been
previously transmitted by electronic means provided however, that any
such request shall in no manner delay the parties from respecting their
obligations and duties under EDT instrument

PARTY-A-: PARTY-B-
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DATE: 28 AUGUST 2023

DELIVERY IN MONTHS QUANTITY

TRIAL 1200KG
1 1200KG
2 1200KG
3 1200KG
4 1200KG
5 1200KG
6 1200KG
7 1200KG
8 1200KG
9 1200KG
10 1200KG
11 1200KG
12 1200KG
TOTAL 15600KG

SIGNATURES OF THE PARTIES:

SELLER BUYER
COMPANY NAME : BULLION GUINEA SARLU J/V COMPANY NAME :
ROSE GULF BEAUTY
REPRESENTED BY MOUSTAPHA CAMARA J/V REPRESENTED BY
MUSTAFA OZGUN
PASSPORT No.: GINO00451351 PASSPORT No.:
POSITION : CEO POSITION:
COUNTRY: GUINEA CONAKRY COUNTRY:
DATE: 28 AUGUST 2023 DATE:

************************END OF AGREEMENT********************

PARTY-A-: PARTY-B-
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SELLER CERTIFICATE INCORPORATION COPY

PARTY-A-: PARTY-B-
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BUYER’S CODE: ……………………………..
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PARTY-A-: PARTY-B-
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SELLER PASSPORT COPY

PARTY-A-: PARTY-B-
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LC VERBIAGE

------------------------------MESSAGE HEADER-------------------------
SWIFT INPUT: FIN 700 ISSUE OF DOCUMENTARY CREDIT
SENDER: XXXXXXXXXXXX
XXXXXXXXXXXXXXXXX
XXXXXXXX, XXXXXXXX

RECEIVER: XXXXXXX
XXXXXXXXXXXXXXXXXXXX
XXXXXXXXX

MUR:
------------------------------MESSAGE TEXT---------------------------
27: SEQUENCE OF TOTAL
1/1

40A: DOCUMENTARY CREDIT

IRREVOCABLE

20: DOCUMENTARY CREDIT NUMBER

XXXXXXXXX

31C: DATE OF ISSUE

XXXXXXXXXX

40E: APPLICABLE RULES

UCP LATEST VERSION

31D: DATE AND PLACE OF EXPIRY

XXXXXXXX, XXXX, XXXXXXX

50: APPLICANT
XXXXXXXXXXXXXX
XXXXXXXXXXXXXX
XXXXXXXXXXXXXX

59: BENEFICIARY
AC NO.
PT. XXXXX
ADDRESS

32B: CURRENCY AND AMOUNT

USD
XXXXXXXXXXXXXXXX

39B: MAXIMUM CREDIT AMOUNT

NOT EXCEEDING

41D: AVAILABLE WITH …. BY ……. – NAME & ADDRESS

BANK XXXX
BY NEGOTIATION
42C: DRAFTS AT…..
180 DAYS AFTER ACCEPTANCE DATE

PARTY-A-: PARTY-B-
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42A: DRAWEE – BIC

ISSUING BANK

43P: PARTIAL SHIPMENT

ALLOWED

43T: TRANSHIPMENT
ALLOWED

44E: PORT OF LOADING

XXXXXXXXXXXXX

44F: PORT OF DISCHARGE

XXXXXXXXXXXXX

44C: LATEST DATE OF SHIPMENT

XXXXXXXXXXXXX

45A: DESCRIPTION OF GOODS &/OR SERVICES

XXXXXXXXXXXX
XXXXXXXXXXXX
XXXXXXXXXXXX

46A: DOCUMENTS REQUIRED

1. CONTRACT 3 (THREE) COPIES
2. INVOICE 3 (THREE) COPIES

47A: ADDITIONAL CONDITIONS

1. ALL DOCUMENTS MUST INCLUDE THE NUMBER AND DATE OF ISSUANCE OF THIS
L/C
2. THIRD PARTY DOCUMENTS ARE ALLOWED
3. DOCUMENTS MUST BE PRESENTED THROUGH THE RECEIVING BANK
4. DOCUMENTS PRIOR TO THE DATE OF THE L/C ARE ALLOWED

71B: CHARGES
ALL COST OTHER THAN ISSUANCE FEE SHALL BE BORNE BY THE BENEFICIARY
48: PERIOD OF PRESENTATION IN DAY
21

49: CONFIRMATION INSTRUCTION

WITHOUT

78: INSTR TO PAYG/ACCEPTG/NEGOTG BANK

--
57D: ADVISE THROUGH BANK – NAME & ADDRESS
BANK XXXXXXX
A/C NO. XXXXXXXXXXX

PARTY-A-: PARTY-B-
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BUYER CERTIFICATE INCORPOTATION COPY

PARTY-A-: PARTY-B-
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BUYER’S CODE: ……………………………..
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BUYER PASSPORT COPY

PARTY-A-: PARTY-B-