1. DATE - June 17, 2011 MEMORANDUM OF UNDERSTANDING ( MOU ) THIS MOU IS MADE ON 24/06/2011 FOR THE PURCHASE OF xxx KGS OF ALLUVIAL GOLDDUST/DORE first transaction try run, BETWEEN xxxxx managing director for buyerHEREAFTER CALL THE BUYER , AND xxxxxxxxxxxxxx REPRESENTED BY MR. xxxxxxx (title)FOR SELLER.IT HAS BEEN AGREED THAT: (1) THE SELLER WILL BRING/DELIVER CIF THE PRODUCT TO BUYER’S FREE ZONEAIRPORT TO, London Heathrow. AS DESTINATION FOR BUYER TO RECEIVE PRODUCT,CUSTOMS CLEARANCE at destination will be DONE BY THE BUYER.(2) BUYER WILL TAKE AUTHORITY OF DELIVERY THROUGH CUSTOMS TO DESIGNATEDREFINERY (REFINARY ADDRESS TO BE CONFIRMED)(3) THAT THE PRICE IS AGREED TO BE US$xxxxxxxx FOR 96% + purity of au dust PERKG(4) THE BUYER WILL TAKE CARE OF RELEASING THE GOODS FROM THE CUSTOM ANDSECURE DELIVERY TO THE REFINERY. SELLER REPRESENTATIVE IS WELCOME TO BE ATPRESENT DURING THE PROCESS.(5) UPON ASSAY REPORT FROM THE SAID REFINERY, THE SAID REFINERY ISOBLIGATED AND PROMISSING TO PAY THE SELLER THE AGREED AMOUNT VIAWIRE TRANSFER AND THE TITLE OF THE GOODS WILL BE TRANSFERRED TO THE BUYER.(6) THE QUANTITY CAN BE FROM minimum XXXGS UP TO XXX PER MONTH(7) it is agreed by the seller that there is no need for any banking instrument to be pre-issued forthe first try run of XX kg and that a signed contract with copy of buyer’s passport is fullyacceptable and is 100% sufficient to make the seller feels confidence in the integrity of the buyersintentions to do a clean and straight forward business of gold dust with XXXXXXX(SELLERCOMPANY NAME )Seller’s initial: Buyer’s initial:
2. PRIVATE SALE AND PURCHASE AGREEMENT FOR GOLD DUST, GOLDNUGGETS AND/OR BARS (NO STAMPED OR MARKED BULLION)(CIF) COST INSURANCE FREIGHT DELIVERYTHIS IS AN AGREEMENT BETWEEN:COMPANY’S NAME: xxxxxRepresented by xxxx managing Director (Hereinafter referred to as the “Buyer “)AND:COMPANY’S NAME: XXXXXXXXXRepresented by XXXXXXXXXXXX (Hereinafter referred to as the “Seller”)WHEREAS: The Seller has for sale Unrefined Gold, hereinafter referred to as " Gold".WHEREAS: The Buyer wishes to Purchase the Sellers Gold. WHEREAS: The Buyerand Seller are referred to as “The Parties” NOW THEREFORE: The Parties agree to theTerms and Conditions as follows:1. SCOPE OF THE CONTRACT1.1 The Seller, under full authority and responsibility, declares that he has the clear and qualifiedright to sell the Gold, and guarantees that he has the rights to legally export the Unrefined Gold.1.2. The Buyer, under full corporate authority and responsibility, declares that he has the fullcapability to buy the Gold.1.3. Whereas this agreement shall form the basis for further ongoing and revolving transactions forthe sale and purchase of Gold on a continuous basis or from time to time.1.4. The Seller and the Buyer reserve the right to assign this contract to any third party and suchassignment must be notified to each other in writing. In the event of an assignment, both Buyer andSeller shall obligate the assignee to perform in accordance with the terms and conditions of the finalsale/purchase agreement. Seller’s Initial: Buyer’s initial:
3. 2. COMMODITY SPECIFICATIONSa) COMMODITY : Aurum Utallum (AU)b) FORM : Unrefined Goldc) PURITY : 96.5% or better , Fineness, 22 carat or betterd) ASSAY : Final assay to be made at and by the Buyers’ Refinery, which value will beaccepted by both Buyer and Seller.e) ORIGIN : XXXXf) PACKING : Export Package Boxes or Drumsg) LABEL: With "Precious Cargo" label on theairway bill, with all required export documents, and thecommodity description "Believed to Contain GoldDeposits" on the Commercial Invoices3. QUANTITYThe contractual quantity for sale to the Buyer Under the terms of this Agreement shall be XXXKgs (XX Kilograms) on the first transaction as a “try run” of Gold as specified above, followed byXXXKgs monthly.4. PRICEAll prices listed in this agreement are payable in United States Dollars ($USD).The CIF price, Net to the Seller is fixed at US$XX,000 per kilogram, based on 99.95 of pure goldextracted by the Buyer’s refinery, payable within 72 hours of final assay at the Buyer’s refinery. Ifthe purity is lower, the price will be adjusted accordingly.All prices listed in this agreement are payable in United States Dollars ($USD). All Paymentsshall be made by a prime bank Swift Wire Transfer in the full amount of the purchase price asdescribed above.Seller’s Initial: Buyer’s Initial:5. DELIVERY TERMSThe delivery terms for the first XX kg of this Sales and Purchase Agreement shall be on a CIF basis
4. delivered by the seller, utilizing the Security Carrier of the seller’s choice to the Buyer’s destination ata Refinery of the Buyers choice at the delivery terms of the sales and purchase of the goods shall be CIF• PROOF OF PRODUCT AND DOCUMENTSWithin a maximum of three (3) working days after signature of the contract, a Proof of Productwill be issued to the Buyer. The Seller will:* Provide copies of the documents as per clause number 10.6. PAYMENT TERMSa) The full amount of the purchase price as described above, is made payable in full in US Dollarsto the Seller’s Bank By SWIFT wire transfer within 48-72 hours of final assay at the Buyer’srefinery.7. GENERAL PROCEDURE1. Buyer and Seller both sign this contract.2. Immediately when this has been done by both parties, the Seller sends SKR for this transaction to the Buyer (optional).3. The SELLER will transport the Gold to the Buyer’s refinery/address on a CIF basis.4. The SELLER will notify the Buyer about the airline, flight number, dates of expected departure and arrival time. By return the Buyer will confirm receipt of Notice.5. The Buyer REFINERY will clear shipment of the unrefined gold through Customs at the destination free zone airport, and assist the Logistics/Security Company in the delivery to the refinery.6. The gold goes into the account of the Buyer at the refinery. Legal ownership will only pass to the Buyer once payment has been made in full to the Seller.7. During the course of this shipment, the seller and buyer or their representatives may be physically present at Customs and at the refinery to insure all procedures have been followed and actual delivery was completed to the refinery. The Buyer will notify the Seller of successful completion of assay in written form if required.8. Final Assay will be done within 72 Hours after receipt of the Au at the refinery. Payment shallbe executed in full to the Seller’s nominated bank, immediately after the final assay report from therefinery has been accepted and agreed by both Buyer and Seller.8. NOTICES
5. Any and all notices required to be given by one party to the other party to this Agreement shall be inwriting and by posting the same by certified/recorded post at the address or addresses as statedherein and copied by facsimile or email, directly to the parties referenced herein.SELLER’S NAME:Address Business :Address Residential:Telephone :Cell :Email :BUYER’S NAME: xxxxxxSignedof XXXXXXName of duly authorized signatory:Address: xxxPhone: xxxxFax:E-mail address: xxxxxx9. BANK CO-ORDINATESSELLERS’ BANK INFORMATIONName of bank:Address:City:Country:Swift code:Account Name:Tel:Fax:Account no.:Seller’s Initial: Buyer’s InitialBUYER’S BANK:NAME OF BANK: DETAILS TBCBANK ADDRESS:
6. ACCOUNT NAME:Account Number:SWIFT: SNTRUS3ABankers Name:BANK PHONE:BANK FAX:10. DOCUMENTSEach shipment and delivery shall be identified with all appropriate contract reference codes and numbers. In thistransaction, the following documents will be handed over to the buyer or buyer`s representative: PRO-FORMA INVOICE BANK OF SIERRA LEONE FORM A2 (Or equivalent) CUSTOMS & EXCISE CLEARANCE GEOLOGICAL REPORT or SGS REPORT PACKING LIST GOVERNMENT ASSAY REPORT (If applicable) FLIGHT NO. & ARRIVAL DATE FULL SET AIRWAY BILL DECLARATION THAT THE PRODUCT IS FREE & CLEAR AND OF NON CRIMINAL ORIGIN, UNENCUMBERED & FREE OF ANY LIENS, TRANSFERABLE & EXPORTABLE CERTIFICATE OF ORIGIN CUSTOMS & EXCISE CLEARANCE LICENSE TO TRADE IN PRECIOUS METALS CERTIFICATE OF OWNERSHIP GROSS WEIGHT & NET WEIGHT INSURANCE The Seller shall ship the Gold Dust/Bar to the Buyer’s nominated refinery as per the schedule with "Precious Cargo" label on the airway bill, with all required export documents, and the commodity description "Believed to Contain Gold Deposits" on the Commercial Invoices.11. TITLE TO GOODSBuyer will not take legal ownership until he has paid the agreed Price as per this contract after finalassay from the Buyer’s refinery.Seller’s Initial: Buyer’s Initial:12. CLEAR TITLESeller confirms and warrants that the Title of the Gold to be sold herein will be free and clear of anyand all Liens and/or encumbrances and Seller states that the Gold is not of terrorist and/or criminalorigin.
7. 13. WARRANTIESSeller warrants that the commodity can be lifted without restrictions to anywhere in the world.The Buyer agrees to accept the final assay report from his own appointed LBMA refinery, makingpayment based on quantity/content of 99.95 pure gold immediately after final assay of the AU14. APPLICABLE LAW AND JURISDICTION, ……………….15. JOINT DECLARATION a) The Law applicable to this agreement, in all what it has not been foreseen in it, will be the 1980 United Nations Convention for International Sale of Goods (CISG). b) All disputes in connection with this agreement shall be finally settled under the rules of conciliation and arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance to the said rules. c) Should either party not perform exactly within the terms and conditions of this Agreement, the other party will give notice regarding the non-performance, whereupon the non-performing party must comply with their obligations within Seven (7) Working Days or this Agreement shall be canceled without further notice.The 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 any local orInternational laws.16. FACSIMILE COPIESThis Agreement shall be accepted to be legal and binding by both parties if executedand sent by EMAIL direct to the parties concerned at the numbers contained withinthis Agreement.Seller’s Initial: Buyer’s initial:17. FORCE MAJEURENeither party shall be in default under the “Force Majeure” clause (deemedincorporated herein) as regulated by the International Chamber of Commerce in Paris,France by reason of any failure or delay in performance of any obligation under thisAgreement where such failure or delay arises out of any cause beyond the reasonablecontrol and without the fault or negligence of such party.
8. 18. ETHICS: (NON-CIRCUMVENTION and NON-DISCLOSURE)Both Buyer and Seller, recognizing and acknowledging the harm to the other partywould be substantial, agree to abide by the customary International Rules of Non-Circumvention and Non-Disclosure as established by the ICC in Paris, France, for aperiod of one year from the date of the execution of this agreement. Said confidentiality,non-circumvention and non-disclosure shall include, but not be limited to,communicating with each other’s banks, refiners, representatives of buyer dealing withCustoms, Seller’s supplier(s), and Broker’s or Seller’s mandate. The understanding andaccord of this subparagraph will survive the termination of this agreement.19. BINDING AUTHORITYThis Agreement is binding upon the parties hereto, their assigns and successors andis signed with full authority to act.20. TOTAL AGREEMENTThis Agreement supersedes any and all prior agreements and represents the entireAgreement between the parties. No changes, alterations or substitutions shall bepermitted unless the same shall be notified in writing and signed by both parties.21. EXECUTION OF THIS AGREEMENTIN WITNESS WHEREOF: The terms of this Agreement shall be Confirmed and signed by the Buyer andthe Seller or by their duly authorized agents. By their signatures below, both parties abide by theircorporate and legal responsibility, and execute this contract under full penalty of perjury. This Agreementshall be executed by fax. Said executed fax shall be binding and initiates and concludes the legalliabilities between Buyer and Seller of this contract. Seller’s Initial:Buyer’s Initial:
9. Signed and sealed, this xxxx.Buyer: xxxxxBuyer’s Signature: Passport: 022381889Seller’s Name (Print):Sellers Signature and sealed, this XX-06-2011Passport no. :Country of issue : …… Seller’s Initial: Buyer’s Initial: