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SALE AND PURCHASE AGREEMENT (SPA) FOR

THE SUPPLY OF GOLD DORE BARSFROM GHANA

Seller?s Code :

Buyer?s Code :

FOR THE PURCHASE OF AURUM (Au)

This Agreement is for the purchase of Gold Dore (Au) and is made and entered into on this day of JUNE 2016 by and between:

Buyer :

Regd. Office :

Rep. By :

Title :

Passport :

E-Mail :

Phone :

Mobile :

Seller :

Regd. Office :

Physical Office :

Rep. By :

Title :

Passport :

E-Mail :

Phone :

Mobile :

IN GOOD CONSIDERATION OF THE WARRANTS, PROMISES AND MUTUAL COVENANTS HEREIN SET FORTH, BOTH PARTIES UNDERSTAND AND AGREE UPON THE TERMS AND CONDITIONS FOR THE PURCHASE OF GOLD DORE BARS (Au) AS FOLLOWS:

XXXXXXX. the Buyer, with full legal and corporate responsibility does hereby assert and warrant that he has legal funds to purchase, denominated herein as U.S. Dollars, which are good, clean, and clear and of non-criminal origin, and is able to, upon evidence of the seller?s commodity, provide banking capability, and furthermore, declares that he is ready, willing, and able to buy the herein mentioned gold dore bars (Au).

WHEREAS, XXXXXXXXXXXXXXXXXXXX the Seller, with full legal and corporate responsibility and under penalty of perjury, hereby asserts and warrants that he has in his possession gold (Au) in the physical form of dore bars readily available for sale and able to provide formal and legal documents evidencing the existence of the commodity and and -hereby declares that he is ready willing and able to sell the herein mentioned gold dore bars (Au) to be paid in US dollars.

COMMODITY SPECIFICATIONS

Commodity: AU-METAL (Gold Dore Bars)

Quantity: 200 Kg (50 kg per day)

Form: Dore Bars

Purity: % Min.

Fineness: 22 + Carats Min.

Assay: Final Assay Report, issued by BAR PURITY REFINERY Accra, Ghana accepted by Buyer and Seller.

Origin: Ghana

Delivery: FOB Accra, Ghana BAR PURITY REFINERY

Price: $xx,xxx.00 USD per Kg @ 99.995% out turn

Payment: Wire Transfer or Cash (payment in full must be made to transfer title)

Seller's declaration that the goods are not of criminal origin and are unencumbered and free and clear of any liens

NOW THEREFORE, in consideration of the undertakings of the parties herein contained, the parties do hereby agree as follows:

ARTICLE 01 - COMMODITY

AURUM (Au)

ARTICLE 02 - QUALITY OF THE COMMODITY

FORM : Dore Bars

SPECIFICATION : **Purity % or better** Fineness 22 karat or better.

ASSAY : Final assay to be made at the nominated refinery BAR PURITY Accra- Ghana.

ARTICLE 03 - COUNTRY OF ORIGIN

Ghana.

ARTICLE 04 - QUANTITY

200kg (kilograms) Gold Dore Bars. 50 kg per day

ARTICLE 05 - PACKING

Packed in metal boxes, suitable for Gold export shipment.

ARTICLE 06 - DISCHARGING REFINERY & INCOTERMS

FOB Bar Purity Accra, Ghana

ARTICLE 07 - PRICE

PRICE ? $xx,xxx USD/ per kg (for Final 99.995% purity & 22+ carats in net weight of Gold Dore Bars unrefined) is in United States Dollars.

ARTICLE 08 - DELIVERY TERMS

REFINERY INFO

Name of Refinery:

BAR PURITY GHANA LIMITED

#5 ABIDJAN STREET,

EAST LEGON, ACCRA, GHANA

CONTACT:

1) Seller returns in DOC format via email the final agreement signed and executed with full banking and passport attached, Buyer will return duly signed agreement and sealed via email in PDF format.

2) Both Buyer and Seller will attend BAR PURITY to perform final assay after arrival of the cargo in question in 50 kg tranches to total 200 kg.

3) Buyer is responsible for assaying, smelting and all charges at the nominated refinery. At the end of the refining process, the refinery shall present a copy of the ?Refinery Final Assay Report? to Buyer and Seller, for acceptance.

The quantity (weight) of the Gold and the purity percentage of the Gold will be as stated in the Final Assay Report. Seller will issue an Invoice to Buyer for payment.

4) Within one (1) banking days of receipt of the Final Assay Report from the Refinery and the Seller?s Final Invoice, the Buyer will send via SWIFT MT103 wire transfer the full amount of the payment for the 50 Kg Gold Dore Bars or the assayed amount of the total in the case of a partial shipment less than the total amount to the nominated Bank Account of the seller. The specific amount to be paid to the sellers account will be provided by Sellers invoice with the specific banking coordinates in this agreement. Buyer guarantees payment will be issued on successful assay results within the specified time period to the bank coordinates of the Seller. The total amount of 200 kg will be assayed and paid for 50 kg at a time.

5) NOTE: the gold remains in the refinery?s vault after assay till payment, before seller can tranfer ownership to the buyer

? After the funds had been cleared and reflected in Seller?s nominated Bank Account provided the Buyer becomes the owner of the Gold automatically taking possession without liens or encumbrances.

ARTICLE 09 ? PAYMENT

Payment 100% by Wire Transfer in USD immediately into the Seller?s nominated bank account provided within this agreement. Seller must issue invoice matching the final mutually accepted assay report. Assay must be on the entire quantity of Gold Dore Bars in the final assay report.

ARTICLE 10 - BANKING DETAILS

SELLER?S BANKING DETAILS

BANK NAME :

BANK ADDRESS :.

ACCOUNT NAME :

ACCOUNT ADDRESS :

IBAN NO. :

SWIFT CODE :

BUYER?S BANKING DETAILS

BANK NAME :

BANK ADDRESS :.

ACCOUNT NAME :

ACCOUNT ADDRESS :

IBAN NO. :

SWIFT CODE :

ARTICLE 11 - WARRANTIES BY THE SELLER

? Seller warrants that the Gold Au can be shipped to anywhere in the world without restrictions.

? Seller agrees to sell and deliver under the terms of this agreement the delivery of gold Au shipment as mutually agreed by the agreement.

? Seller warrants that the Gold Au has been legally acquired, and that there was no infringement or violation whatsoever of any laws and/ or regulations from the country of origin or of any other country that may apply to the history of transfer of ownership from the mining and production to the present owner, and to the moment that ownership of the title passes hands.

? The Seller covenants that the Gold Au to be sold is of standard good international accepted standard and it does not contain any dangerous content such as radioactivity, mercury, arsenic, cyanide or any other dangerous chemical elements or metals that cause harm to the environment or humans.

ARTICLE 12 - GENERAL CONDITIONS

? Buyer and Seller each declare unto one another that the Gold Au offered herein for sale, and the origin of the funds used for purchasing the Gold Au bars commodity, do not contravene:

? The Drug trafficking Offences act 1986,

? The Criminal act 1988, the Prevention of Terrorism (temporary provisions) act 1989,

? The Criminal Justice (International Co-operation) act 1990, the Criminal Justice Act 1993, the Swiss Criminal laws.

? The Money Laundering regulations 1993, and the U.S.A. Patriot Act of 2001-2006, or any other law related to any illegal or criminal activity. And accordingly each party to this agreement indemnifies each other against any such allegations which, may or may not be made in the future. And,

? To the best of his knowledge each party declares that, no specially designated nation, terrorists groups or organizations or governments that promote terrorism, specially designated narcotics traffickers, terrorist organizations, terrorists groups of pirates operating in the seas or oceans around Africa and Asia, blocked persons, or targeted countries, as designated by the U.S.A. Office of Foreign Assets Control is now or will hereafter (1) be a party to this transaction or (2) share in any benefits of this transaction payments. And, none of these parties will receive any financial support from the payment for this Gold bars transaction.

ARTICLE 13 - CHANGE TO BANKING COORDINATES

Buyer or seller as agreed in writing may change banking coordinates during the contract to expedite payment arrangements.

ARTICLE 14 - BANK COMMUNICATION

Any unauthorized communication with either party?s bank/ bank officer will give the affected party the right to void and cancel this contract. The Seller and the Buyer are not authorized to call or contact the other party?s bank or bank officers without the authorization from the other party. Banking days refer to Banking Business Days.

ARTICLE 15 - SPELLING AND TYPOGRAPHICAL ERRORS

And differences of such nature between bank issued and beneficiary issued documents shall not be deemed discrepancies provided that the intent of the writer is clear from the context and in such case only UCP500 regulations shall apply at any time, and correction of any error or discrepancy to be requested by the other party to be corrected via fax. And this shall not delay the transaction progress.

ARTICLE 16 - 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. If any provision of this agreement shall be held to be invalid, illegal and unenforceable or in conflict with any law of jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. No changes, alterations or substitutions shall be permitted unless the same shall be notified in writing and signed by both parties. This agreement is assignable.

ARTICLE 17 - ELECTRONIC COPIES

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 coordinates contained within this agreement.

ARTICLE 18 - BINDING AUTHORITY

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

ARTICLE 19 - COUNTERPARTS

This contract may be executed in one or more counterparts [each party may sign a separate copy of the same contract], or signed by facsimile / electronic copies, each of which shall be deemed as original, all of which shall constitute one original and the same contract when individually signed by each party, in different places and time, and it is a binding and enforceable legal document.

ARTICLE 20 - TAXES AND INSTITUTIONAL COSTS

Buyer hereto individually and separately accepts that all liabilities for taxes, levies, duties, charges and any institutional costs applicable in the execution their respective rules and regulations will be covered by respective parties. In the event it occurs, the parties hereto shall only be responsible for those commissions and 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.

ARTICLE 21 - APPLICABLE LAW AND JURISDICTION

? This Agreement shall be governed by and construed in accordance with the laws of England.

? Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Arbitration Rules of England, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be either one or three. The seat, or legal place, of arbitration shall be England. The language to be used in arbitration shall be English. The governing law of the Agreement shall be the substantive law of England. Prior to initiating Arbitration, the parties must first submit any unresolved dispute(s) to mediation, conducted under the rules of International Arbitration. The parties agree to waive all provisions of the Convention of International Sales of Goods (CISG).

ARTICLE 22 - 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 the buyer agree to abide by the customary international rules of Non-Circumvention and Non-Disclosure as established by the International Chamber of Commerce (ICC) Paris, France for a period of 05 (five) years from the date hereof and said non-circumvention and non-disclosure shall include, but not be limited to communicating with each other?s banks or other parties directly related to this transaction of either buyer or seller. The understanding and accord of this subparagraph will the termination of this agreement

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

ARTICLE 23 - 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 one year contract. By signing below, both parties abide by their corporate and legal responsibility, and execute this contract under full penalty of perjury.

Please note: Electronic signatures are valid and accepted as hand signature

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 106-229, ??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 performing their respective obligations and duties under EDT instruments.

SIGNATURES OF THE PARTIES TO THIS CONTRACT:

IN WITNESS WHEREOF, The undersigned have read this document and had advise of its legality and after understanding the content of this contract written in the english language, by knowledge of the language or by professional translation to the party?s language and legal advice and each party initialled all the pages of this contract and, fully understands and agrees that its execution constitutes an acceptance of all of its mutually protective covenants, terms and conditions, and is lawfully binding upon the ?Parties?, and their legal heirs, successors, representatives, and designee and assignees. And, the signatories warrant that they have read and understood the responsibilities and obligations indicated in this contract by signing this document and attest that they have signed this Contractual Agreement in their duly authorized and lawful capacity of their own free will, AND, UNDER LEGAL ADVICE BY THEIR LEGAL COUNSEL, LAWYER OR ATTORNEY AT LAW, on the date indicated by each signatory?s signature below:

SELLER ?SIGNED AND SEALED ON THIS 6^th DAY OF june 2016, BY THE SELLER: