Facilitation of a loan by a Lender/investor. The Lender/investor would receive 12% interest over a 4-year period. The loan amount shall be sent through the US LLC. Option 1: Principal + Interest Option 2: Principal + Physical Gold Option 3: Physical Gold

1. TERM SHEET
SUBSCRIPTION KEY TERMS:
Parties
1.
2.
Company
Lender/Investor:
Amount: US$31 million
Structure &
Security of
Investment:
Facilitation of a loan by a Lender/investor. The Lender/investor would
receive 12% interest over a 4-year period.
The loan amount shall be sent through the US LLC.
The Company shall provide a Registered Dealings document through the
Department of Natural Resources and Mines (DNRM) Queensland, as well as
issuing a Royalty Certificate which will also be registered with the DNRM’s.
Return on
Investment
Option 1: Principal + Interest
Principal: US$31 million.
Principal + Interest over a 4-year loan= US$48,360,000.00
56 monthly interest payments: US$310,000.00
Total Interest: US$17,360,000.00
The Principal to be paid at the end of the four-year agreement.
Option 2: Principal + Physical Gold
The investor can enter into a Hybrid- Streaming Royalty Contract whereby
the investor would receive 3,500 ounces/year in lieu of interest. Both the
principal and the gold will be paid at the end of the 4-year contract.
The investor has the option of either receiving the physical gold at the end of
the 4-year contract period; or to sell the gold at the end of the contractual
period. If the investor decides to receive the physical gold, the investor is
responsible for all those aspects surrounding delivery. This aspect is also
negotiable between the investor and the company.
Option 3: Physical Gold
The Investor may decide to enter into a Streaming Royalty Contract where
they receive both the principal and interest in physical gold at the end of the
4-year contract.
Use of Funds Funds raised by the Loan will be used for the purposes of commencing the
Gold production process at the Gold Mining Project.
Conditions The Investor is subject to provide the funds required for the facilitation of the
Gold Mining Project via a loan as indicated above, and the company’s board

2. shall approve the agreement if acceptable.
Due Diligence The Company agrees to allow the Investor access to carry out due diligence
for a period of [2] weeks from the date of the NCNDA signed by the parties.
The issuance of this term sheet signifies a progression to the development of
the final Loan Agreement.
Non-Penalty
Clause
If the loan has been repaid in full (principal + interest) prior to the designated
period of time indicated within the Loan Agreement, the Company will not
be penalized by the investor.
Loan Agreement The Loan Agreement must be prepared by the Investors legal practitioner.
The investor will cover all such costs incurred.
Key Warranties Investor to warrant via a sophisticated investor certificate rgar rget possess
the capacity, authority and approvals to implement the loan.
Loan Registration The Loan Agreement will contain provisions confirming that the Agreement
may be registered within that jurisdiction from whence loan is procured only
if that is required by law within that jurisdiction.
Indicative Timing Due diligence completed within 2 weeks from the date the NCNDA was
executed.
Date of the Loan Agreement follows acceptance of those terms herein.
Settlement within two (2) Business Days.
Loan amount to be paid into the US LLC account by the Investor within two
business days after the date of settlement.
An eight (8) month preparatory production period before repayment of the
loan commences under Option 1. (This may be extended if the weather comes
into consideration) This aspect is negotiable if the investor is willing to
proceed.
Confidentiality The terms of this term sheet shall become confidential between the Company
and the Investor once the parties move forward:
An appropriate Confidentiality (Deed) Agreement will need to be entered into
between the parties in respect of the due diligence process.
Governing Law The Loan Agreement shall be Governed by that jurisdiction where the project
is located.
Indicative
proposal
This term sheet shall represent a confidential and non-binding proposal. Until
the parties move forward this term sheet is not intended to constitute and does
not constitute a legally binding offer.
ENQUIRIES TO: Norm Dobson
Vice Chairman and Director - Global Business Development
mining@umacogold.com