SALE AND PURCHASE AGREEMENT FOR GOLD TRANSACTION CODE: ATG/AU 20-12-2015 THIS AGREEMENT is made this 20 th day of December 2015 BETWEEN AMEERA HOLDINGS LIMITED AND OR AMEERA TRADING LIMITED P. O. BOX KIA 16316 ACCRA NORTH GHANA (HEREINAFTER REFERRED TO AS THE SELLER ) AND (HEREINAFTER REFERRED TO AS THE BUYER ) Buyer is Represented by: 1. WHEREAS the Seller is a mining company registered under the laws of the Republic of Ghana for the purpose of prospecting for and sales of gold and other precious minerals. SELLERS INITIALS 1 OF 8 BUYERS INITIALS
2. WHEREAS the Seller is the owner of a concession of land for the mining of Gold and other precious minerals situated in the western Region of the Republic of Ghana from which he has a large resource of Gold. 3. WHEREAS the Seller has for sale gold in Dore bars referred to as Product or gold in dore bars. 4. WHEREAS the Buyer is a company operating from and within their Headquarters situated in Dubai, UAE. 5. WHEREAS the Buyer wishes to purchase the seller s product at an agreed price. 6. WHEREAS the Buyer is desirous of buying large quantities of Gold from the seller under ONE YEAR Contract with rollovers and extensions, after successful initial test trial of minimum of 40 KG has been executed the week of: 20 th of December 2015. NOW THEREFORE The parties agree to the terms and conditions as follows: PRODUCT SPECIFICATIONS COMMODITY : AURUM UTALLUM (AU) DORE BARS QUANTITY : Minimum of 40 (Forty) KG first test shipment and 1,000 (One Thousand) KG per month their after to be shipped in tranches of 50 (Fifty) KG per shipment, total 1000 (One Thousand) KG per month. PRICE C.I.F GOLD CONTENT TOTAL COST DESTINATION : 2% discount on LME : 22K OR 93% PURITY : THREE DAY AVG OF LMBE : Dubai, UAE. 1. The product subject matter of this agreement shall be AURUM UTALLUM (AU) 22 carat, 93% purity. TERMS OF DELIVERY SELLERS INITIALS 2 OF 8 BUYERS INITIALS
All deliveries of the product from the seller will be delivered to Metal testing location determined by the buyer in UAE. Seller will notify the buyer of travel schedule for delivery. Buyer will set up customs documents for receiving AU and send before we travel to deliver. 1. All deliveries must be accompanied by the following documents. (i) (ii) (iii) (iv) Commercial Invoice Airway Bill Packing list Assay Report PAYMENT TERM When AU arrives to Dubai the buyer will pay (by MT103 wire instructions attached) % of the total cost of the AU up front before assay to the Seller as agreed by the both parties. Then after final Assay, The buyer has 24 hours to pay the % balance amount. Seller Bank Information: SELLERS INITIALS 3 OF 8 BUYERS INITIALS
ORIGIN : PACKING : Export package in metal boxes to be inspected and sealed by the Ghana Customs Excise and Preventive service. Shipment would be done by the P.M.M.C. LTD. GUARANTEES AND WARANTIES 1. The seller hereby guarantees and warrants that he has the full access and ownership of the concession and all the product derived thereof and that such access and ownership is not subject to any lien, order, charges or conflicting ownership. 2. The buyer hereby guarantees and warrants that he has the financial capacity without let of hindrance of any sort to enter into this contract. NON CIRCUMVENTION, NON DISCLOSURE 1. The parties hereto agree to abide fully by the customary international rules of noncircumvention and non-disclosure as established by the international chamber of commerce (ICC) in Paris and such non circumvention non-disclosure shall include but shall not be limited to communication with each other bankers, refiners, personal representatives, associated distributors and information about their transactions to third parties without the express permission in writing of either parties. JOINT DECLARATION 2. The seller and the buyer hereby jointly declare to each other that the product offered herein for sale and the origin of the funds used for the purchase of the product do not contain the Drug Trafficking offenses Act 1989, the Criminal Act, 1988, the prevention of Terrorism (Temporary Provision) Act, 1989, the Criminal Justice (International Co-operation) Act, 1990, the Criminal Justice Act 1993 and the Money Laundering Regulations, 1993 or any other illegal or criminal activities. And accordingly each party to this agreement indemnifies the other against any such allegations in the future. FORCE MAJEURE SELLERS INITIALS 4 OF 8 BUYERS INITIALS
3. The parties hereto shall not be held liable for failure to perform under the force Majeure clause as regulated by the international chamber of commerce (ICC), Paris- France which clauses are deemed to be incorporated herein SAVE that when the Force Majeure ceases to exist the parties shall in good faith negotiate their positions with the view to continue the contract. TERMINATION 4. If the seller fails to supply the product as agreed under this contract in terms of price and delivery period, then the contract may be terminated by the issue of a notice from the buyer to the seller giving the seller 21 days within which to rectify the problem FAILURE to do which the contract may be terminated without prejudice to the rights of the buyer under the contract. APPLICABLE LAW & JURISDICTION 5. Any dispute arising hereof shall be governed by the law of the International Chamber of Commerce (ICC) and the venue shall be determined by both parties. CONFLICT RESOLUTION 6. Any dispute arising hereof shall first be subjected to arbitration before a mutually acceptable internationally recognized arbitrator and a party not satisfied with the result of the arbitration may then proceed to court to seek redress at any Ghanaian court who shall have exclusive jurisdiction. The sale shall be completed on or before the 23 rd of December 2015 in when the buyer shall have paid for the first installment of the gold to the Seller and the Seller shall have delivered the gold to the buyer as stated in this contract. TIME Time is of the essence and accordingly any time, period or date specified in this agreement shall be deemed to be the agreed time, date and period for doing any act or anything specified thereof. ENTIRE AGREEMENT This agreement contains the entire understandings and agreement between the parties in relation to the subject matter. SELLERS INITIALS 5 OF 8 BUYERS INITIALS
Except as specifically proved for or in this agreement no alteration to its term shall be effective unless it is in writing and signed by the parties to this agreement. NOTICE Any notice required to be served under this agreement shall be in writing and shall be sufficiently served on either party if left known address or sent by email, registered post, fax or recorded service, to such known address. SELLERS INITIALS 6 OF 8 BUYERS INITIALS
WITNESS WHEREOF Hereto have signed this Agreement the day and year first above written: This agreement shall remain in place for a period of 365 days after signing of this contract and can be renewed. SIGNATURE OF SELLER.. WITNESS COMPANY NAME COMPANY ADDRESS PASSPORT # AND COPY OF PASSPORT DATE:. --------------------------------- ---------------------------- SIGNATURE OF BUYER WITNESS COMPANY COMPANY ADDRESS PASSPORT # AND COPY OF PASSPORT DATE: SELLERS INITIALS 7 OF 8 BUYERS INITIALS