Gold Dore Bars

SAMPLE SPA DRAFT, BUYER QUANTITY 500-600 MINIMUM, DELIVERY LOCATION, REFINERY TO BE DETERMINED, PRICE % DEPENDS ON QUANTITY and the DAILY LBMA 2^nd PRICING, ALL PAYMENT  GUARANTEES  TO BE ISSUED FROM TOP 25 BANK.-- Sample SBLC payment guarantee only verbiage in SPA. Payment guarantee options are SBLC payment guarantee ONLY, DLC, Blocked funds MT 799/760, Please read SPA DRAFT, with options for payment guarantee…. SALE AND PURCHASE AGREEMENTOF GOLD DORE BARS WITH CIF DELIVERY                                                                      
Seller: Transaction Code:Buyer: Transaction Code:June XX, 2014  This document is confidential and is not to be distributed to anyone other than the buyer and seller and his or her respective authorized USA Representatives or as identified on this documentBETWEEN:Company Name:               Represented By:  Telephone:           Address:                                              E-mail address:    Represented by:   Telephone:           Title:                      Sales Manager                                                                                                                                         [Hereinafter referred as the Seller]
AND:Company Name: Telephone:  Fax: Email: Represented By:                                   Skype:Represented by: Mr.Title:                                                                       [Hereinafter referred as the Buyer]AND:Company Name:Represented by:Address:Telephone:Skype:Email address:                                                              [Hereinafter referred as the Financier]  The parties above wish to enter into a business transaction for their mutual benefit and have agreed to enter into this agreement to establish the basic terms, conditions and mutual covenants upon which they wish to transact this sale/purchase contract and in consideration of which the parties hereto agree as follows:WHEREAS:  Seller agrees and warrants, under penalty of perjury, to sell AU Gold in the form of Gold Dore Bars, [hereinafter referred as “Gold Dore Bars”].WHEREAS:  Buyers agrees and warrants, under penalty of perjury, to have funds available to Purchase the Seller's Gold Dore BARS at an agreed lift period after assay at the Buyer’s destination refinery NOW THEREFORE: 
In consideration of the promises and mutual covenants herein set forth, both Parties agree to the Terms and Conditions as follows: This Sale and Purchase Agreement, submitted either by via email, facsimile-mail or in hard copy, shall be accepted as an original and binding document by all parties involved in this transaction. We, as the lawful owners of said Gold Dore Bars, are ready, willing, and able to sell the same to you, under the following terms and conditions:SCOPE OF AGREEMENT:The Seller, under full authority and responsibility, represents that he has the clear and qualified right to sell the Gold Dore Bars.The seller declares that he has full title and possession of the offered 600 kgs. AU (Gold Dore Bars), that is of non-criminal origin, and with no liens and/or encumbrances attached or pending, under the terms of this contact for monthly deliveries for an initial term of twelve months with options for rolls and extensions to 5 (five) years.The Buyer, under full corporate authority and responsibility represents that he has the full financial capability to purchase the Gold Dore Bars after assay at the Buyer’s Refinery. Otherwise, this offered SPA is null and void.Upon successful acknowledgment of the Buyer’s commitment to purchase with executed SPA, Buyer will send a full page colored copy of his passport to Seller as addendum to SPA, after a reasonable length of time for due diligence by Buyer.Upon successful acknowledgment of Buyer’s issuance of SBLC to Financier’s nominated bank, within 5 (five) business banking days after execution of SPA. Then validation and acceptance of SBLC by Financier, Seller, who will then cause the issuance of the Ghana entrance Visa for the financier. Once Visa is received, the financier will then wire USD funds to the nominated accounts, within 4( four) business banking days, as per the agreed to “budget costs” for the accepted set fees for the complete exportation of initial delivery of 600kgs.  6 % of shipment value are the to be funds wired to Stelna Solutions Ltd. bank account for all the sell side costs for departure assay, bullion van fees, and security fees for Copefield Security Service, assay fees for EAR Logisitics for the complete CIF of the shipment of the 600 kgs. including the complete set of export documents. XXXXXXXXXXXXX Ltd. BankingBank name: Zenith Bank Ghana LimitedBank Address: Accra GhanaAccount name: XXXXXXXXXXX LimitedAccount number: XXXX205040Branch: PLBSwift code: ZEBLGHACCorresponding Bank: CITI BANK, NYC, NY USASWIFT CODE-CITIUS33 After Financier arrival, within 24 business hours, the Seller and Financier will proceed to witness the assay at EAR Logistics of 600 kgs, Financier pays for the bullion van movement and departure assay fees. After the confirmation of the assay report, of 600 kgs of gold dore bars are then placed in locked boxes, which are stored at Copefield Security Services or taken to Customs long house storage (The keys are given to the Financier), the product is stored in both the Seller and Financier’s name. ] Financier and Seller proceed to XXXXXXXXXXXX Ltd. for the commencement of the export documents and payment of taxes. Once the Ghana customs’s clearances are completed, then the secure loading to Commercial Carrier of the total 600 kgs, which will  then complete the exportation for the lift to Buyer’s destination airport USA. Shipment will be lifted with Seller representative aboard to escort to Buyer’s destination for assay and payment. After arrival, the Buyer and refinery will assist the Seller to clear customs, pay any fees for customs bonding and all customs clearances and to include secured arrangements for insured armored movement to Buyer’s refinery. All Insurance will be issued to Seller and Buyer as additionally named insured. Brinks, Malca Amit, Dunbar, or the like provide armored fully insured transport, will be engaged and paid by the refinery.DESCRIPTION OF COMMODITY:We Seller, undersigned, hereby confirm with full corporate responsibility, under penalty of perjury, that we are the lawful owners and the seller for the below-referenced Gold. We declare that we are ready, willing, and ableto sell all gold dore bar being in the form of RAW NATURAL as GOLD DORE BARS. We further declare that our merchandise is true and correct, of non-criminal origins, and ready for sale and export. COMMODITY:   AU Gold MetalFORM:               Gold Dore BarsPURITY:             95% or betterFINENESS:        22+ CaratsASSAY:              First Assay will be made at EAR Logistics Refinery in Accra.ORIGIN:             Ghana, West AfricaPACKING:          Export Package Metal BoxesQUANTITY    :    600 KilogramsTRIAL            :    600 Kilograms  Packing:             METAL BOXES: Seller to provide, 50 kgs Lock Boxes for precious cargo movement Shipment:          600 KGS.to USA, an initial shipment for assay and payment, 600                           kgs. as a second shipment all future shipment 600-1200 kgs or more as                           per availability of Seller and Buyer’s financial capability with all the                           same transactional procedures for 12 (twelve) months with rolls and                           Extensions up to 5 (five years, 60 months) Fineness:          22+ CARATPrice:                1X % off of LBMA per kgs. after assay Gross to SellerPayment:           Buyer will pay 86% of the value of the assay report net weight value                          to Seller                     Logistics:           6% fees for export fees and documents with FOB- XXXXXXXXXXX                            with Seller and Financier doing Delivery to USA.Assay:               Departure Assay to be arranged at EAR Logistics, a governmental                          registered facility, delivery assay to be made at the Buyer’s                           designated refinery, the resulting assay report will be accepted by                           both partiesPackaging:        In strong lockable Metal Safe Boxes with Financier and Buyer’s company Name                          Attached, Seller to Provide Contract: Duration after initial successful shipment, then the continuation of 12 months with possible Five                          (5) Years rolls and extensions shall be agreed to in writing between Seller and Buyer with same buying procedures with same pay order instructions. Seller/Representative to accompany the shipment to Buyer’s destination refinery to witness the gold dore bar assay and then received the receipt of the completed settlement payment verification at Buyer’s destination from Buyer’ bank within (72 hours) 3 (three) business banking days.
The Financier is to provide the Seller and or /Representative travel to USA, all hospitality and protection for Seller/ Representative during the shipment assay and transaction closure in ( location X)   ie: New York, NY,USA, the (x : refinery example ) Dvir & Stoler Refining, 31 W 47th St # 608, New York, NY 10036.( Buyer’s refinery)Quantity: after the first intial shipment of 600 kgs. and there after an availability of additional 600 kgs. monthly then possible 600 kgs.+ for rolls and extensions, to be delivered and purchased with the same procedures monthly with an option to increase the quantity to include all terms for transaction conclusion for rolls and extensions of the contract up to XX  years, (XX months), based on the Seller’s availability of continuous increased quantity of product and the Buyer’s continued increased financial capacity capability for full payment after assay at Buyer’s destination.
Product History: All Gold Dore Bars are Clean, Clear, with no liens or encumbrances and of non-criminal origin after intake into Buyer’s refinery account and assay is completed, Buyer’s payment will be made within 72, (seventy two) business banking hours after the accepted assay report at Buyer’s destination Refinery which will be based on net weight and purity. Payment will be made by USD wired funds by MT 103 to Seller’s designated bank account with all acknowledged pay order instructions, to include payments for all fees to US Seller’s representative before the final settlement payment is released to Seller
   The Title of the gold dore bars will be both in Seller’s and in Buyer’s name until full payment is made to the Seller. Payment is made after the Seller presents the signed final commercial invoice based on the assay report of the gold dore bars. Only after the receipt of the USD wired funds to the Seller’s nominated bank account is presented to Seller, Seller’s representative, Attorney and or emailed and or faxed to Seller/REP/Atty., that the full title transfer and complete physical possession is  of the Buyer as per the transaction closure and title transfer document. The transaction is completed with a Certificate of Title in Buyer’s name to accompany the Signed Commercial Invoice.
Buyer’s payment will be made by USD wired funds by MT 103 to Seller’s designated bank account with all acknowledged pay order instructions
Logistics Costs: 6% of LBMA are valued on kgs. Quantity, purity, then the total price for financing and CIF logistics, and all sell side costs paid by the Financier will be deducted from final sales invoice of assay report value. ie:
Ghana side costs and Shipping costs will be estimated ie:
6% fees for 600 kgs = 600 kgs x LBMA x .06 = $ 1,469,898.00 exportation by: XXXXXXXXXX.
 It is agreed between the parties that the final settlement price is calculated as herein below mentioned in USD funds and wired to Seller’s nominated bank account.Gross Settlement values after assay: ie:
 Total Shipment value after assay at Buyer’s destination Gross weight, 600 kgs. Net weight, 600 kgs. = approximately $ 21,361,626.00 paid by Buyer to Seller’s nominated bank account NET SETTLEMENT PAYMENT to SELLER after assay ie: 600kgs. X LBMA 2^nd fixed price X .86 (14 % ) = $ 21,361,626..00 less all expenses, fees and CIF costs paid by the Financier, less consultant fees to be paid to the Seller. All Ghana expenses incurred and paid by Financier; flight travel, hotel, bullion van fees, assay fees, all shipment CIF costs, will all be deducted at settlement from the shipment transaction value after delivery after assay report by at Buyer’s refinery. All commissions to Buy side X % are to be paid by separate pay order instructions by Buyer, Sell side consultant fees and fees to US Representative are to be paid from Seller’s Assay report gross sales invoice value “per number of kgs.” before “net payment” to Seller as written in pay order instructions: the sell side and buy side pay orders with each with pay order instructions.     SALES PROCEDURES ARE AS FOLLOWS:
Seller sends SPA, Copy of Company’s document after Buyer signing Sales and Purchase Agreements:Seller sends a signed Sales and Purchased Agreement (SPA) to Buyer for initial shipment, and then there are to be continued shipments for a contracted time frame for one (1) year with the continued validity of terms with rolls and extensions for five years. FOB/CIF with delivery of the shipments of Gold Dore Bars to Buyer’s refinery for assaying and full payment. Both parties agree that payment will be wired USD funds within 72 hours, three (3) business banking hours after the delivery of the Gold Dore Bars and assaying completion at the Buyer’s refinery in New York, NY, USA, in   a timely fashion, agreed to by Seller and Buyer, the assay report will be released by the Buyer’s refinery and a copy provided to the Seller.Buyer will assist Seller through importation into USA, clear customs then move to: Dvir & Stoler Refining,             Refinery, NY, NY, USA Buyer and refinery will clear shipment through JFK, NYC International Airport Customs and Homeland Clearances with Full insured shipment with Armored Security transport to Buyer’s refinery. Shipment will be covered with full shipment value insurance for transportation, in Seller’s and Buyer as named insured, to be moved by Brinks, Malca Amit, G4S or the like services to the Buyer’s refinery for assay and then full shipment payment.Refinery pays the importation customs bonding fees and then provides insured armored security from Buyer’s International Airport to Buyer’s refinery. It is agreed between all parties and accepted by the Seller, after all sell side departure costs;  bullion van fees, departure assay costs and to include all export documents and the CIF shipping cost and taxes have been paid by the Financier, if Seller defaults for any reason and delay shipping for any reason, and fails to sign the airway bill and or any other documents required by the Ghana customs for shipping, the Seller and Owner’s understands that the entire shipment will be released to Financier, with no questions asked by the Seller. Buyer will make payment to Seller designated bank account. Buyer pays within 72 hours, 3 business banking days, once the assay report is released by the Buyer’s refinery and is accepted by both the Buyer and Seller; for the raw delivered gold dore bars in NET WEIGHT, kgs. with purity of 96.68% or better with 22+ carats to Seller’s nominated bank account.The Seller’s settlement is less the consultants and US Representative fees per kgs, pay order is agreed to and signed by Seller, Buyer pays commissions to buy side consultant at same time Seller is paid by separate pay order.
The Commercial Invoice is based on the Final Assay Report Value of the Gold that is based on the real contents of the AU in the quantity of gold dore bars delivered to Dvir & Stoler Refining, Refinery, New York, NY, USA, or to a like registered account in the buyer’s name at a refinery of choice. The commercial invoice is signed, accepted by the Buyer or Buyer's representative. The said invoice will indicate the following:
   Purity of the Alluvial Gold bars. Quantity in Troy Ounces and kilograms determined by assay report
Upon having received the wired USD payment receipt as settled to the Seller (Authorized Signatory),  the latter will provide the Buyer with the *Certificate of Transfer of Ownership  and other standard  documents required for full and complete unconditional title transfer and  physical possession. Seller changes the physical ownership to the buyer once full payment is done and wire payment receipt is received by Seller in hand or by email/fax. The physical ownership belongs to the seller before the payment. This SPA is given to the refine manager upon acceptance of shipment into the Buyer’s refinery for title and shipment physical possession protection until payment.
 DOCUMENTS: Each shipment and delivery shall be identified with all appropriate contract reference codes and numbers. Seller must provide the following documents to Buyer prior to arrival of goods or when delegates arrive at the port of destination: The Initial shipment and future shipments or delivery shall be identified with all assigned contract reference codes and numbers. The Seller will provide the following documents to the Buyer prior to arrival of the gold.Each shipment and delivery shall be identified with all appropriate contract reference codes and numbers. Seller must provide the following documents to Buyer prior to arrival of goods or when delegate's arrival at the port of destination:a)    Three originals of Commercial Invoices in favor of the Buyerb)    Certificate Of Originc)    Certificate Of Ownershipd)    Government assay report, departure side from Government Registered Refinery for Assay Servicee)    Customs Declaration Form(s) readied and accepted for exportationf)     Declaration that the gold is free and clear and of non-criminal origin, unencumbered and        free of any liens, and Title is transferable after final assay and the gold is exportable to        any where in the world.g)    Export Permit                                                                                                                                            h)    Original copy of the Airway bill, if CIF by (Stelna Solutions)i)     Full set of Airway bill, marked "Air Freight Pre-paid" by (Stelna Solutions)j)     Buyer’s Flight arrangements, or Commercial flight number and date of arrival with Seller to escort the        shipment to Buyer’s destinationk)    Bill of lading to include Gross weight and net weight, box numbers and # of bars eachl)     A-2 Bank of Ghana documentm)  *Certificate of Transfer of Ownership, Certificate for Title transfer after full shipment payment receipt is        Presented from Buyer, Swift wire number, date and time, from Buyer’s Bank presented to        Seller after assay from Buyer’s refinery Shipment arrangements for delivery will have cargo insurance which will be provided from a reputable company: Air France, Delta, Air France, and Emirates Airlines when doing CIF through XXXXXXXXX. *Upon bank wire receipt of the final payment settled to the Seller (Authorized Signatory), the latter will provide the Buyer with the *Certificate of Transfer of Ownership and other standard documents required.
   XXXXXXXXXXXXX Export Licensure and Banking:XXXXXXXXXXXXXXXXX LIMITED-XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXKotoka International Airport, (KIA) Accra, GhanaFreight Forwarders PMMC/L/530/13- PMMC reg no.Cert to comm.buss.XXXXXXXXCert.of incop., XXXXXXCert.of exp.sXXXXXXXXTel: + 233 (XXX) XXX XXXMobile: +233 XXX XXX XXX             +233 XXX XXX XXXEmail: XXXXXXXXXXXXXXXXXXXXXXXXXX Ltd. BankingBank name: Zenith Bank Ghana LimitedBank Address: Accra GhanaAccount name: XXXXXXXXXXXX LimitedAccount number: XXXXXXXXXXXXXBranch: PLBSwift code: ZEBLGHACCorresponding Bank: CITI BANK, NYC,SWIFT CODE-CITIUS33 Seller’s Lawyer,
Barrister :TelephoneEmail:Accra Ghana NON-CIRCUMVENTION AND NON-DISCLOSURE: The buyer and seller and their respective agents undertake to maintain absolute and total confidentiality concerning this contract except where legal or statutory requirements require otherwise. The parties hereto agree to respect each other's proprietary interests and not to reveal details and/or any information to parties and/or individuals other than those who are the officers involved in handling this transaction. Except without the written consent of the other party, no communication is to be made by one party to other party's bank, its handling officer(s) and/or manager(s).Such prohibition will be in force and effect for a period of Five (5) years from the date of execution hereof.  WARRANTIES:
 The Seller warrants in favor of the Buyer that, as at the execution of this SPA and or the duration there of:
1.       it shall have all necessary licenses to trade in and export the Commodity;
2.       it shall observe all applicable laws and regulations supplying the Commodity to the Buyer; and
The Commodity is in no way associated with any illegal, criminal, or terrorist activity or any other activity, organization or entity, which is subject to United Nations sanctions and laws of each other’s countries. The Buyer warrants in favor of the Seller that, as at the execution of this SPA and or for the duration thereof:1.       it shall have all necessary licenses to trade in and import the Commodity;
2.       it shall observe all applicable laws and regulations buying the Commodity from the Seller; and
3.       The funds used to pay for the Commodity is in no way associated with criminal or terrorist activity or any other activity, organization or entity, which is subject to United Nations, sanctions, International Laws of Commerce and the laws of each other’s country.
 INDEMNIFICATION: Seller hereby indemnifies and holds harmless, The Buyer, its directors, officers, employees, representatives, agents, affiliates, subsidiaries and/or their respective assigns, against any and all claims, damages, civil and/or criminal liabilities, including reimbursement for attorney’s fees, which arise, whether in whole or part, from reliance by The Buyer/Seller upon the representations and warranties made by Seller/Buyer  as set forth within this Agreement and/or in the documents presented and/or executed by Seller/Buyer. LIMITATION of LIABILITY: Seller understands and agrees that The Buyer in acting pursuant to this Agreement and may be using information in public reports and other information provided by others, including information provided by Seller, and that the Buyer does not assume any responsibility for the accuracy or completeness of such information.                                                                                                                                   The Seller also understands and agrees that the Buyer will be solely responsible for all possible tax implications and fees due and other charges from any governmental body, which may arise for Seller portion of the proceeds, paid to it. EMAIL/FACSIMILE ACCEPTABLE:  An email/ facsimile copy of this agreement shall constitute a legal and binding instrument. By setting forth my hand below, I warrant that I have complete authority to enter the agreement with full authority and corporate responsibility. All signatures whether written by hand or by issued as electronic are said to be valid. RELIANCE: The Buyer or any of its agents or contacts have or will not provide legal, tax or accounting advice to Seller, and confirms that the Seller  will rely on its own counsel and accountants for such legal, tax and accounting advice.  NATURE OF RELATIONSHIP: The Buyer, its/their employees, agents, and representatives are independent from Seller, and have no responsibility for any other costs associated with Seller business, such as taxes. Without limiting, modifying, or restricting, any Article herein, and their respective Schedules and/or Addenda, the parties to this Agreement hereby agree that each individual or entity receiving any form of financial gain as a result of this agreement shall be solely responsible for the payment of any taxes, liens, imposts, or levy, resulting from said entity or individual having received said financial gain as a result of this Agreement, and hereby holds harmless, each to the other or others, from any responsibility resulting from said financial gain. GOVERNING LAW and JURISDICTION: If either party  does not perform according to  the terms and conditions of this Agreement, the other party shall give notice regarding the non-performance, whereupon the non-performing party must comply with its obligations within Seven (7) Days, or this Agreement shall be cancelled. This Agreement shall be governed by, construed, and enforced in accordance with the laws of United States, which the law shall be the applicable law governing the construction, performance, interpretation, execution, enforceability, validity and any other such matter regarding this Agreement. Any  legal proceedings related to this Agreement shall be adjudicated under the laws of the ICC.
 This Agreement shall be governed by the Uniform Commercial Code, as interpreted by the INTERNATIONAL CHAMBER OF COMMERCE (ICC), ajudicated in the Federal Courts, located in the XXXXXXXXXXXXXXXXX, in the Country of _______________.. SEVERABILITY: The invalidity of any portion of this Agreement will not, and shall not, be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.  BINDING ARBITRATION: Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under: BINDING AGREEMENT: Upon execution of this agreement by signature below, the Parties agree that any individual, firm company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees or consultants of which the signee is an agent, officer, heir, successor, assign or designee is bound by the terms of this agreement.   CONFIDENTIALITY: The Seller shall indicate to the Buyer which information (including oral information), material or data supplied by Seller to the Buyer is confidential (the “Confidential Information”). Seller shall mark as “Confidential or Proprietary” or such other designation of similar import on all written information, and other materials, which are confidential. The Buyer agrees to use reasonable precaution with and in accordance with customary procedures for handling Confidential Information and in accordance with safe and sound banking and commercial practices, not to disclose or allow to be disclosed any Confidential Information except to those sell side consultants, legal counsel, firms or corporations to whom disclosure by the Buyer is required in connection with rendering of their services to the Seller. Hereunder, nothing herein shall limit the disclosure of any Confidential Information where such disclosure is required by statute, regulations, and rule of judicial process, or in connection with any litigation, governmental agency requirement or pursuant to the legal processes. COMPETITION:  The Buyer, is free to enter into any agreement providing for or supplying services to other companies and purchase from any other enterprises that deal with similar or the same type of scope of services or sales under this Agreement, provided that any such service or sale will not cause a detriment to the quality of service provided by the Buyer to Seller under this Agreement. FORCE MAJEURE: The parties hereto shall be held liable & pay a fine of 50% of the Contractual Amount for any failure to perform under the "Force Majeure" clause as regulated by the International Chamber of Commerce, Paris - France which clauses are deemed to be incorporated herein. APPLICABLE LAW: In any action or proceedings to enforce the arbitral award of the arbitration has failed, the Law of the United States shall be in Court Arbitration Venue. IMPORTANT NOTICE: This is a very important message to any person or entity involved in the commodities industry on the measures we have adopted with respect to buyers and sellers of gold transactions. If any documents, or communications, (including by post, facsimile, email, Skype, and all modes of mobile phone texts) are issued to us which prove to be fake, be they from buyers or sellers, we will inform the relevant authorities including, but not limited to, the Financial Crime Unit, The Serious Fraud Office, INTERPOL, I.C.C. DMCC, CID  and the FBI.CIA, RCMP, etc..
 PARTNERSHIP:
 Nothing contained in this SPA shall be construed or have an effect as constituting any partnership or joint venture between the parties to this SPA     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 in writing and signed by both parties. EXECUTION OF THIS AGREEMENT: The terms of this Agreement may be confirmed and signed by the Buyer and the Seller via facsimile or Email. Said executed facsimile or email shall be binding and concludes the legal liabilities between Buyers and Seller of this Agreement. This SPA, Sales and Purchase Agreement must be signed as fully executed within 72 hours of receipt. Buyer must send a copy of his passport and flight itinerary for landing VISAS to be prepared by Seller within 48 hours after Signing contract. All signatories hereto acknowledge that they have read and each party fully understands the terms and conditions contained in this Agreement and by their initials and signatures hereby unconditionally agree to its terms as of the date noted herein. Each of the parties hereto confirms, under penalty of full knowledge of fraud and perjury, that each has full corporate, legal, and lawful authority to execute this contract and therefore all terms and conditions shall be fully binding. The parties have entered into this Contract in good faith and each shall use their best efforts in the full spirit of co-operation to promptly achieve the purpose set forth herein. An email/facsimile copy of this Agreement shall be deemed legally binding as being fully executed in accordance to the parties herein and to include their heirs, executives, administrators and assignees. This contract is not transferable or negotiable after execution. BY SIGNING BELOW, both parties abide by their corporate and legal responsibilities and execute this Agreement on the date written above: June 19, 2014. FOR & ON BEHALF OF THE SELLER                Full Name:   MR.Position:       CEO                                                                                   Company:   Address:      
Date:             June   , 2014                                                                   
FOR & ON BEHALF OF THE BUYER   ______________________________ Full Name:      Company:   Address:Tel:              
     GHANA MINING GROUP INFORMAITON:CERTIFICATE OF INCORPORATION - CA, XXXXCERTIFICATE OF BUSINESS COMMENCEMENT - CA, XXXXEXPORT LICENCE - XXXXXXXXXXXTIN NUMBER - XXXXXXXXXXX                                                       Verbiage for SBLC SWIFT MT760 ATTACHED-2:-SBLC SWIFT MT760 VERBIAGE  (TO BE TRANSMITTED VIA SWIFT MT760) ---------------------------------------------------MESSAGE HEADER-------------------------------------- SWIFT INPUT       : MT760  SENDER                 :                                  BANK NAME:  Top 25,,,                                   BANK ADDRESS:                                    SWIFT CODE:                                    AMOUNT:  USD_____MILLION                                    ACCOUNT NAME:                                    ACCOUNT NUMBER:                                  CORRESPONDING: ie: STANDARD CHARTER NYC/DUBAI/UK,,, X BANK(S)                                 SWIFT CODE: SCBLUS33                                 BANK NAME:                                            BANK ADDRESS:                                        SWIFT CODE:                                                       AMOUNT:                  USD_____Million                                  ACCOUNT NAME:                                             ACCOUNT NUMBER:                                                  BANK OFFICER:                                                                 TELEPHONE:                                                BANK E-MAIL:     ------------------------------------------SWIFT MESSAGE TEXT---------------------------- WE HEREBY ISSUE BY ORDER OF XXXXXXXXXXXXXXXXXX (HEREINAFTER REFFERED TO AS THE APPLICANT), OUR IRREVOCABLE AND CONDITIONAL STANDBY LETTER OF CREDIT NO.  XXXXX IN THE AMOUNT OF ______ HUNDRED MILLION USD __00,000,000.00 INCLUDING ALL ACCRUED AND OUTSTANDING INTEREST  (INCLUDING DEFAULT INTEREST) AND RELATED FEES, COSTS, LEGAL EXPENSES, INDEMNITIES AND ALL OTHER AMOUNTS TO COVER THE OBLIGATION OF THE APPLICANT ARISING OUT OF THE CREDIT FACILITY ISSUED AS PAYMENT GUARANTEE AGAINST BUYER DEFAULT AFTER 10 DAYS AFTER LAST ASSAY REPORT xxxx (HEREINAFTER REFERRED TO AS BENEFICIARY).     DETAIL ATTACHMENT OF THE CREDIT FACILITY AS FOLLOWS: NO        : XXXXX TRX DESCIP:   TENOR   : xxND                           2014 CCY                        :   AMOUNT        : USD __00,000,000.00 EXPIRY               :                xxND ___________ 2015 YOUR REQUEST FOR PAYMENT SHOULD BE BY AUTHENTICATED SWIFT, ADDRESSED TO US STATING THE AMOUNT REQUIRED TO BE DRAWN UNDER THIS STANDBY LETTER OF CREDIT WITH YOUR REIMBURSEMENT INSTRUCTION AND CERTIFYING THAT THE APPLICANT HAS FAILED TO FULLFIL IT'S OBLIGATION AND THIS AMOUNT REPRESENTS THE LIABILITY OF UNDER THE CREDIT FALICITY ISSUED BY  xxxxx(HEREINAFTER REFERRED TO AS BENEFICIARY).. . THIS STANDBY LETTER OF CREDIT SHALL BE VALID ON ISSUANCE DATE AND SHALL TERMINATE OR CEASE TO BE VALID ON THE DATE OF xxND                2015 (EXPIRY DATE) AT THE COUNTER OF ISSUING BANK. . ALL CLAIMS UNDER THIS STANDBY LETTER OF CREDIT MUST BE SUBMITTED TO US NOT LATER THAN THE EXPIRY DATE AFTER WHICH DATE NO CLAIM(S) WILL BE ENTERNAINED AND THIS STANDBY LETTER OF CREDIT BECOME AUTOMATICALLY NULL AND VOID. .  .THIS SBLC IS NON-TRANSFERABLE, NON -NEGOTIABLE AND NON-ASSIGNABLE and NON-MONETZABLE ALL BANKING CHARGES FEES, COMMISSION AND EXPENSES RELATED TO THE ISSUANCE AND MAINTENANCE OF THIS STANDBY LETTER OF CREDIT ARE FOR THE ACCOUNT OF COMPANY NAME ISSUER/APPLICANT . ALL COMMUNICATIONS WITH RESPECT TO THIS STANDBY LETTER OF CREDIT SHALL BE ADDRESSED TO xxx BANK, xxxxxxx,   SWIFT CODE:  xxxTHIS STANDBY LETTER OF CREDIT IS SUBJECT TO INTERNATIONAL STANDBY PRACTICES (ISP 98), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO.590 AS AMENDED OR REPLACED . THIS STANDBY LETTER OF CREDIT IS CONDITIONAL AS PAYMENT GUARANTEE ONLY AS AN OPERATIVE CREDIT INSTRUMENT AND NO MAIL CONFIRMATION WILL FOLLOW    For and on Behalf of <Name of Bank>  Date:    XX/06/2014                                                                            PAY ORDER INVOICE Date:  June    , 2014Buyer:Company Name:Represented By:                                        Address:  Commissions to be paid on any and all Sales & Purchase Agreements and any and all future transactions to be paid at same rate as agreed with the same terms.                                                                   BUY SIDE PAYORDER AS ITEMIZED

Form		Quantity	Particulars	Amount
GOLD DORE BARS and all products	As to agreed to Quantities Per all Executed and verbal contracts		Buyer pays Seller as per SPA terms FOR Each and every concluded transaction between Buyer and Seller for settlement for the Au Dore Bars Kgs, with the commissions of X % of the final sales invoice paid to buy side consultant for each and any and all closed transactions to their nominated bank account.	As agreed to sales price and conditions of any and all SPAS between this Buyer and this Seller for each and any transaction between, for this SPA, with R/E, rewrites and any new SPAs between these two initial parties or any of their subsidiaries, representatives, heirs for all durations of all contracts now and in the future for the purchase of gold with rolls and extensions.
12.06.14 Buyer:_________________________________________				Settlement to be valued from assay report for Au Gold Dore Bars as concluded per the final invoice between this buyer and Seller “the parties.” At the SPA announce refinery

 Seller: MR.June   , 2014 Position:        CEO                                                                                  Company:                                                     Address:         Date:              June    , 2014                                                                            SELL SIDE PAY ORDER Consultant fees to be paid on any and all Sales & Purchase Agreements and any and all future transactions to be agreed to and arranged with same payment terms with any parties associated with this original transaction                                                                            SELL SIDE PAYORDER AS ITEMIZED

Form		Quantity	Particulars	Amount
GOLD DORE BARS and all products	As to agreed  to Quantities Per all Executed and verbal contracts		FOR Each and every concluded transaction between Buyer and Seller. For the transaction settlement of the Au DORE BARS per Kgs, commissions $ XXXX.00 per kgs. Fees to US Representative Payment is made on behalf of the Seller from Seller’s GROSS proceeds for each, any and all closed transactions. All future commissions from Seller to Sell side consultant and also to USA Representative are based on per kgs,	As agreed to sales price and conditions of any and all SPAS between this Buyer and this Seller for each and any transaction between, for this SPA, with R/E, rewrites and any new SPAs between these two initial parties or any of their subsidiaries for all durations of all contracts now and in the future for the purchases of all gold and any other products. All USA Representative funds to be wired to pay master/trust attorney account to be distinguished at time of transaction by separate email.
19.06.14 Buyer: ­­­­­­­­­­­­­­­­­­­­_________________________________				Settlement valued from assay report for Au Gold Dore Bars as concluded per the final invoice between this buyer and Seller “the parties.” From buyer’s refinery as announced.

For or on behalf of:Seller Signature: June 19, 2014                Full Name:    MR.Position:        CEO                                                                                  Company:                                                     Address:       Date:             June   , 2014                                                                                        Seller‘s Ghana Banking to be noted as needed:BANK NAME:              BANK ADDRESS:                               BANK NUMBER:ACCOUNT NAME:                     ACCOUNT NO.:           IBAN NO.:                   SWIFT CODE: BANK OFFICER                                                 BANK TEL NO. :                      BANK FAX NO.: Buyer’s Banking:BANK NAME.              BANK ADDRESS:                               BANK NUMBER:ACCOUNT NAME:                     ACCOUNT NO.:           IBAN NO.:                   SWIFT CODE: BANK OFFICER                                                  BANK TEL NO. :BANK FAX NO.: Seller: receiving Bank: TBD: with option to change as desired: USA Bank may be used.BANK NAME:               ADDRESS:                   SWIFT CODE:              ACCOUNT NAME:     ACCOUNT NO:            SWIFT BIC:                   FAVOURING:                ACCOUNT NO:            BRANCH:                                                                         Certificate of Title Transfer and Ownership
    VALIDATION OF FULL PAYMENT RECEIPT AND TRANSACTION CONCLUSION OF            
                                  PURCHASE TITLE AND PHYSICAL POSSESSION TRANSFERSELLER SHALL PASS THE CLEAN AND CLEAR TITLE AND COMPLETE PHYSICAL POSSESSION TO THE BUYER AFTER FULL PAYMENT AND DECLARES THAT THIS SHIPMENT OF GOLD DORE BARS ARE NOW SOLEY OWNED BY THE BUYER.SPA Transaction CODE #: _________________________ the final assay report presented date ________________ 2014. This named Seller;  Goldmine Investment Ltd. has received  wired funds in the amount of $_______________ million by way of {USD FUNDS}, Federally wired,  bank to bank receipt from the Buyer _________________________________    from  __________________________   Bank, for transaction settlement payment, Date: __________________, 2014.This concludes this fully executed SPA shipment of Gold transaction: delivered, assayed with a presented accepted assay report, then full payment as agreement between Buyer and Seller as per agreed to terms included. Both parties with full knowledge fraud and perjury agree that upon presentation of the Buyer’s banks wire transfer receipt as full payment, this purchase is satisfactorily completed, both Title and Physical Possession are now in the name of the Buyer.NO ENCUMBERANCES OR NEGOTIATIONS FOR THE SPA TERMS and CONDITIONS TO BE ADDED TO THE TRANSACTION CLOSUREBoth parties to sign after the transaction payment has concluded:  for Title and Physical Possession Transfer to BuyerSeller Signed:                                                                     Date:                                       2014 
Buyer Signed                                                                               Date:                                       2014 Paymaster Payments for commissions: Buy side: Federal Wire receipt number:                                                          Date: Sell side: Federal Wire receipt number:                                                           Date:ALL FRAUD IS REPORTED TO CID, FBI, AND INTERPOL. All introducers to the transaction shall be held harmless for the introduction of Buyer and Seller. Buyer and Seller are held responsible for their own choices, travel arrangements, lawful behavior and all decisions respectively. Full payment in a timely order as well both parties is responsible to make payments for commissions at the same time Seller is paid for each transaction. All new contracts, rewrites, rolls, and extensions of all and any agreements between these parties and all representatives, companies and assigns shall pay all commissions as per agreement by both Seller and Buyer with the full execution of the SPA for all transactions. Refinery information: BUYER’S PASSPORTSELLER’S PASSPORT Buyer’s Attorney InformationBarrister :TelephoneEmail:Address: