SALE & PURCHASE AGREEMENT

OF

23K GOLD DORE BAR

Entered this date of September 26, 2023

By and Between

THE SELLER:

GLENFIELD COMMODITIES LIMITED

REG-120220026263
4609 Lunsemfwa Drive, Riverside Kitwe Copper belt
Address:
Zambia
Signatory: Mr. Jack Sidney Phiri / Commercial Director

Passport No: ZP016722 Issued by the Republic of Zambia

THE BUYER:

GELEN (FZE) - REG -23252

Address:
Saif Office Q1-07-052/A - P.O BOX SHJ -9658, Sharjah
(UAE)
Signatory: Mr. Mabiia Kostiuchenko - CEO
Passport No: XXXX

-
CONTRACT NO: GCLAUGLNFZE25092023

DATE OF ISSUE: September 26, 2023

SELLER: BUYER: Page 1 of 18

WHEREAS, the Parties mutually desire to enter into this “Agreement”, which shall be binding upon, and to the
benefit of, the parties, successors and assigns, along the terms and provisions hereunder agreed upon.
WHEREAS Seller owns Dore Bars that are free of liens and encumbrances and that are available for sale and
hereinafter collectively referred to as “Gold”.
WHEREAS Buyer wishes to purchase the gold over an agreeable time period.
NOW THEREFORE, the Parties expressly agree to the terms and conditions stipulated below.
1. SCOPE OF THE AGREEMENT

The Seller, under penalty of fraud and/or perjury hereby confirms that he has full authority and capacity without
restriction to sell the Gold and that he is Ready, Willing, and able to legally export the Gold and sell it to the
Buyer.

The Buyer, under penalty of fraud and/or perjury hereby confirms that he has full authority and capacity without
restriction to purchase the Gold and that he has the financial capacity to pay for it.

This agreement is Non-Transferable, Non-Assignable by any of the Parties.

2. SUMMARY

Product: Gold Dore bars (Au)

Origin: Zambia / DRC
Purity: 94-96% minimum
Fineness: 96.8%
Country of Export: Zambia
Quantity: Trial 500 Kg after 1500 kg per month on regular contract basis.
Duration: Twelve (12) months extendable for up to sixty (60) months
Shipments: CIF – DUBAI INTERNATIONAL AIRPORT (UAE).
Price: In US Dollars $49,000 per kg. The final price of the gold is calculated as per final Assay
report of the buyer's refinery, based on the final gold quantity with a final purity of 99.99%.
Payment Guarantee: The buyer/financier will issue the seller with an appropriate bank instrument, in accordance
with a mutually agreed to format and verbiage (100% of TSV) Total Monthly Sale Value
Irrevocable.
Packing: Export Package 50 kg Or 100 kg Metal boxes suitable for air freight.

Assay: Final Assay to be conducted at and by the Buyer’s nominated refinery. The result of this
assay shall be automatically accepted by both the Buyer and the Seller and used as reference
in the final purchase price and payment for the shipment based on final weight result at the
final purity of 99.99%.

SELLER: BUYER: Page 2 of 18

Delivery: Seller will deliver CIF to buyer’s destination – DUBAI International Airport, (UAE)
Payment: By MT 103 / wire transfer or T/T within seventy-two (72 hours) to the Seller’s bank
account after final assay is submitted. If the buyer cannot arrange payment within 3 bank
working days of the bank receiving the final commercial invoice according to the final
analysis report of the refinery, then the seller can invoke the payment from MT760/B.G
3. QUANTITY
A. The contractual quantity under the terms of this Agreement shall be 500 kg as a trial.
B. Once the trial is acceptable then the quantity shall be 1500 Kg monthly, during the first twelve (12) months,
with terms and conditions revised every 12 months with possible rolls & extensions up to a maximum of
sixty (60) months, which is the total duration.
C. Each subsequent tranche shall be delivered upon good and satisfactory delivery of the previous tranche and
upon satisfactory payment settlement to the Seller.

4. PAYMENT TERMS

A. Delivery/Payment Guarantees:

a. The sale value for the Trial consignment 500 kg gold Dore bar is USD 24,500,000/-

b. The monthly sale value for the regular consignment1500 kg gold Dore bar is USD
73,500,000/-

B. Payment to the Seller:

Buyer shall pay to the Seller for the total value of the shipment after Assay report is issued by the
Buyer’s refinery with final assay report as final weight, being the result calculated based on agreed the
signed purchase price per kilogram at 99.99% final purity.

Payment shall be made within a maximum of seventy-two (72) hours (three bank working days) after
the Final Assay Report which is issued by the buyer’s nominated refinery is submitted to the Seller; the
payment shall be made by MT 103 or T/T to the Seller's nominated bank accounts.

C. Price

The final payment of $US 49,000 /- per Kg after the final assay report should be paid by the buyer’s bank to
the seller’s nominated bank account on the final quantity of 99.99% purity gold.
5. PRODUCT ASSAY and PURITY
A. Each shipment shall be assayed for purity at the Buyer’s approved Refinery in the buyer's destination. The
Assay Report shall be provided to both the Seller and the Buyer.
B. Seller will provide the Refinery report to the Buyer together with all relevant and supporting documentation
just before the time of shipment for necessary verification by the buyer. Seller is to ensure and hold full
responsibility of the submitted Refinery report documents of the originating country. The Seller will have

SELLER: BUYER: Page 3 of 18

 full control of the material during assay at the buyer’s refinery, and the ownership will be transferred only on
receipt of payment from the Buyer.
C. The details (name and address) of the buyer’s refinery where the product will be assayed is to be mentioned
below.
i. XXX Gold refinery
(ADDRESS)
Tel: +XXXXXXX
Email: XXXXXX
(Cost of such final assay at the buyer’s refinery is to the account of the Buyer).
D. Product delivered to Buyer shall be of average minimum purity of 92%.
E. Buyer is free to reject any shipment that is of purity less than 85%.

6. CONTRACT TERMINATION

Seller and Buyer can notify the defaulting Party that the present Agreement can be terminated with immediate
effect in the event the said Party fails to fulfill his responsibilities. Seller and Buyer are fully aware of their
responsibilities under this SPA and each acknowledges the risk of being notified by the other Party due to which
the Agreement is terminated.

7. DELIVERY: CIF Buyer’s Destination - DUBAI International Airport, (UAE)

To facilitate the transaction, the Seller will provide the preliminary assay report conducted at the refinery /
testing lab of the originating country. The buyer prepares the bank instrument in accordance with the mutually
agreed format and verbiage via SWIFT. Seller will accept payment after completion of Final Assay at Buyer’s
nominated refinery at the destination location. Buyer and one Seller representative shall accompany each
shipment to the nominated refinery and observe the Final Assay. Seller shall provide to the Buyer sufficient
notice (minimum 72 hours) of the flight, date and time of departure of each shipment. Advised and suggested
arrival of each shipment will be on working days of the destination country.
a) Seller shall be responsible for all expenses and fees related to export documents, export taxes, security,
insurance and the transportation from the country of origin to the Port of destination.
b) Buyer shall be responsible for import taxes, import duties, bank fees, security charges and all other
associated expenses related to the transaction at the port of destination.
c) Buyer shall pay all expenses related to the verification and testing of the product at destination, the
refining of the Gold and the publication of the assay report.
d) The line of demarcation for the purposes of defining responsibility for fees and expenses shall be at the
customs in the Port of Destination.

SELLER: BUYER: Page 4 of 18

Further, within five (5) working days of receipt of each shipment, Buyer’s nominated refinery shall provide a
copy of The Refinery Assay Report to the Buyer, the Seller, and their respective banks for acknowledgment and
payment.
8. DELIVERY DOCUMENTS:

This Agreement shall be identified with all assigned contract reference codes and numbers.
Seller shall provide the following documents to the Buyer and the Buyer’s refinery:

a. Three (3) originals of Commercial Invoice in favor of the Buyer and marked with commodity
description “AU DORE BARS CONTAINS GOLD DEPOSITS”
b. One (1) original and two (2) copies of the Certificate of Origin
c. Certificate of property / ownership of the product
d. Government Assay report
e. Seller declaration that the Gold is free and clear and of non-criminal origin, unencumbered and free of
any liens, and is transferable and exportable.
f. Packing List with gross weight and net weight
g. Airway bill
h. All related insurance documents for the products and shipments.

Buyer shall be responsible for obtaining all the above documents from the seller and submit to the Airport
Customs for Pre - Customs clearance and provide all necessary custom clearance documentation to seller for
acknowledgment.

9. PROCEDURES
In all cases the “seller” refers to the seller and their financier and the “buyer” refers to the buyer and their
financier. All communication within the process must be delivered bank to bank via either the SWIFT system
where noted, or via secure bank domain mail.
A. The seller issues draft SPA to the Buyer, and both accepts the terms and conditions mutually.
B. The seller and the buyer submit the signed agreement to their respective banks.
C. The buyer provides RWA MT799 OR MT -199 within 03 working days to the seller’s financier
bank for the acceptance.
Upon acceptance, Seller shall issue SKR or POP stock video on buyer name & Proforma invoice for the
first agreed quantity.

SELLER: BUYER: Page 5 of 18

 D. Upon satisfaction, the Buyer signs the invoice and instructs the bank to issue BG MT760 within 05
working days to the seller’s financier bank for the acceptance. The SBLC must be operative,
irrevocable, revolving and confirmed.
E. After receipt of the advice of the BG by the seller’s financier bank, the Seller issues 2% PB to the
buyer bank within 5 working days.
F. The Seller should finalize all export documents and conduct shipment of first order of 500 kg to
the buyer.
G. Once the trial shipment is successful and Parties are satisfied, the buyer should enhance the BG
value to cover the monthly shipments as per the pre agreed schedule.
H. The BG will be valid for the full period / duration of the Agreement to cover all shipments.
I. The MT760 / BG is only used as a guarantee, and 100% payments will be made through bank
transfers via MT103/TT.
J. The seller must deliver to the buyer's destination airport, DUBAI International Airport, (UAE)
within 30 days from the date of advising MT760 / BG to the seller's financial bank.
K. The seller delivers the goods to the buyer’s destination airport, and the buyer makes arrangements
with Brinks Global or other equivalent agency to make an appropriate declaration to the customs.
The customs will confirm the nature of the goods delivered by the seller; the goods must be
accompanied by the documents listed in this SPA.
L.The clearing of goods by the customs authorities of the importing country is the responsibility of the
buyer. (XXXXX SECURITY SERVICE, ADDRESS, Tel: +X XXXXXXX, Email:
XXXXX@XXXX.com)

M. The goods received at the destination port / country by the buyer is transferred to the XXX Gold
refinery FZE through XXXX security services at the buyer's destination airport, by the buyer.
N. The refinery will deliver and communicate the final test report to both the buyer and the seller
within five (5) business days of the goods arriving at the buyer’s destination airport.
O. The amount of the final commercial invoice issued and delivered by the seller to the buyer shall be
equal to the purchase price, which shall be determined by both parties in accordance with this SPA.
P. The buyer shall pay the purchase price of each batch of goods to the seller's bank by wire transfer
(MT103 / TT) within three working days of issuing the final commercial invoice, according to the
final analysis report of the buyer’s refinery, and pay to the bank accounts specified in this SPA.
Q. All payments are to be made in USD.
R. All sales will be CIF - DUBAI International Airport, (UAE)
S. Any dispute between the two parties regarding the above will be resolved through negotiations. If
the dispute is not resolved within thirty (30) days of the dispute, the two parties agree to abide by
the law of the buyer’s country.

SELLER: BUYER: Page 6 of 18

 10. TRANSFER OF OWNERSHIP:
For each shipment, the Seller will transfer the ownership to the buyer, after receipt of payment for the goods
delivered.
\
11. BANK COORDINATES

The payment in the form of a Telegraphic Transfer from Buyer's Bank shall be sent to the Seller’s bank as Stated
below:
Buyer’s Bank Details: (For issuing Payment via MT103/TT)

Bank name : Banque Misr – Dubai Branch - UAE

Bank address : Bay Gate tower, Dubai, UAE
P.O. Box 5303, UAE
SWIFT code : BMISAEAA
Account name : GELEN FZE
Account number : AE940150080309200013526
Account signatory name : Mr. Mabiia Kostiuchenko - CEO

Bank officer name :

Bank officer direct line :

Bank officer Tel. No. :

Bank officer email : XXXX

Seller’s Bank Details:

Bank name : First National Bank Zambia

Bank address : Stand No. 22767, Corner Great East and Thabo
Mbeki Road Lusaka, Zambia
SWIFT code : FIRNZMLX
Account name : GLENFIELD COMMODITIES LIMITED
Account number : 62935005787 (USD)
Bank officer name : Mirriam Chama
Bank officer direct line : +260211366830
Bank officer email : mirriam.chama@fnbzambia.co.zm

Bank officer name : XXX

12. SELLER AND BUYER CAPABILITY

Seller confirms that they would provide the evidence of the product in the form of a Safe Keeping Receipt
(SKR) & POP stock video on buyer name from the facility at which the product is currently stored, on receipt of
the MT799 from the Buyer’s Financier. Buyer warrants that sufficient funds are available to pay for each delivery
of 500 Kg. & 1500 Kg per month.

SELLER: BUYER: Page 7 of 18

 13. CLEAR TITLE:

Seller confirms and warrants that the Title of the Gold sold hereto, shall be free and clear of any and all liens and
encumbrances and Seller states that the Gold is not of terrorist or criminal origin.

14. WARRANTIES:

a) Seller warrants and guarantees that the Gold can be shipped to any part of the World.

Seller and Buyer hereby expressly agree to immediately accept the final Assay report from the Buyer’s designated
refinery.

15. BINDING AUTHORITY

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

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.

17. APPLICABLE LAW, ARBITRATION AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the Uniform Law concerning the
International Chamber of Commerce.

The contracting parties and the guarantor mutually agree that if a dispute arises between the parties, the parties
shall meet in the buyer’s country and make a sincere effort to settle the dispute amicably. If the two parties fail to
settle the dispute amicably, within thirty (30) days from the date on which the parties were notified to discuss the
dispute, the procedure provided for in the following provisions of this article shall be applied.

All disputes arising out of or in connection with this Agreement shall be finally settled by an arbitrator
designated by the International Chamber of Commerce's arbitration rules in accordance with that rule. The place
of arbitration shall be the buyer’s country. The arbitrator's award shall provide that the parties shall pay the
arbitration fees in an appropriate proportion determined by the arbitrator. The language of arbitration shall be
English.

18. JOINT DECLARATION

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: The Drug Trafficking
Offenses Act 1986, The Criminal Act 1988, the Prevention of Terrorism (Temporary Provisions) Act 1989, The

SELLER: BUYER: Page 8 of 18

Criminal Justice (International Co-operation) Act 1990, The Criminal Justice Act 1993, and the Money
Laundering Regulations 1993, or any other 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.

19. FORCE MAJEURE

The parties hereto shall not be held liable 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.

20. SEVERABILITY CLAUSE

If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict
with the law of any jurisdiction, the validity, legality and enforce- ability of the remaining provisions shall not in
any way be affected or impaired thereby.

21. NOTICES

Any and all notices required to be given by one party to the other party to this Agreement shall be in writing and
by posting the same by certified/recorded post at the address or addresses as stated herein and copied by
facsimile or email, directly to the parties referenced herein.

To Seller:

Company Name : GLENFIELD COMMODITIES LIMITED

Address : 4609 Lunsemfwa Drive, Riverside Kitwe Copper belt

Country : Zambia
Tel : +260 966 609 886
Mobile : +260 965869718
Email : info@glenfieldco.com

To Buyer:

Company Name : GELEN FZE

Address : Saif Office Q1-07-052/A - P.O BOX SHJ -9658, Sharjah (UAE)

Country : Sharjah (UAE)

SELLER: BUYER: Page 9 of 18

 Tel :
Mobile : xxxx
Email : info@gelen-is.com

22. 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 Buyer agree to abide by the Customary International rules of non-circumvention and non-disclosure as
established by the International Chamber of Commerce in Paris, France for a period of five (5) years from the
date hereof.

Said Non-circumvention and non-disclosure shall include, but not be limited to communicating with each other's
banks, refiners, Representatives of Buyer dealing with Customs, brokers or Seller's mandate. The understanding
and accord of this subparagraph shall survive the termination of this Agreement.

All intermediaries involved who have strived in gathering efforts to conclude the positive closure of this contract
are and shall be protected by a Fee Protection Agreement duly signed and sealed with reference to this contract.

23. ETHICS, NON-CIRCUMVENTION and NON-DISCLOSURE

THE PARTIES AGREE NOT TO CIRCUMVENT OR ATTEMPT TO CIRCUMVENT THIS

AGREEMENT IN AN EFFORT TO GAIN FEES, COMMISSIONS, REMUNERATION OR
CONSIDERATIONS TO THE BENEFIT OF THE ONE OR MORE OF THE PARTIES WHILE
EXCLUDING OTHER OR AGREE TO BENEFIT TO ANY OTHER PARTY, UNDER THIS
AGREEMENT AND APPENDIX A ATTACHED HERETO.

Both Buyer and Seller acknowledge that the harm to the other party would be substantial in the event of non-
authorized disclosure and/or circumvention, therefore the Seller and Buyer hereby agree to abide by the
Customary International rules of non-circumvention and non-disclosure as established by the International
Chamber of Commerce in Paris, France for a period of five (5) years from the date hereof. This Non-
circumvention and non-disclosure provision shall include, but not be limited to communicating with each other’s
banks, refineries, representatives of Buyer dealing with Customs, brokers or Seller’s mandate. This disposition
shall survive the termination of this Agreement.

24. SIGNATORIES

Each of the parties hereto confirms, under penalty of perjury, that each has full 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 its best efforts in the full spirit of co-operation to promptly achieve
the purpose set forth herein. A 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.

25. OBLIGATION & PENALTIES

SELLER: BUYER: Page 10 of 18

- The buyer agrees to pay commitment fee of 0.5% of instrument value if the SBLC is not issued within the time
frame given in order to hold the receiver bank for the certain period till it is to be issued. If the amount is not
paid within 05 working days, Seller shall terminate the contract without further notice and do not initiate
business in future.

- The buyer shall pay to seller 2% of value of shipment as the cost of Seller securing the goods for buyer if the
failure of issuing SBLC within 14 days and Payment within 3 days after delivery is caused by buyer.

- The seller shall pay to buyer 2% of value of shipment as the cost for buyer if the failure of supplying goods
within 21 days is caused by seller.

26. 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 contract.

By signing below, both parties abide by their corporate and legal responsibility, and execute this contract under
full penalty of Perjury.

This contract is established in 4 (Four) original copies, which have to be signed in front of the public notary and
legalized by the respective authorities. The parties accept that signed copies and messages by fax shall have
strength of right and shall be efficient.

However, both parties, Buyer and Seller have read and approved all terms of this contract.

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND

ENFORCEABLE IN RESPECT OF ANY PROVISIONS OF THIS CONTRACT. AS APPLICABLE,
THIS AGREEMENT SHALL:

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.

SELLER: BUYER: Page 11 of 18

 27. MONTHLY DELIVERY SCHEDULE

SBLC VALUE in USD

MONTH QUANTITY in KG
@100% of TSV

October 2023 500 24,500,000

November 2023 1500 73,500,000

December 2023 1500 73,500,000

January 2024 1500 73,500,000

February 2024 1500 73,500,000

March 2024 1500 73,500,000

April ’2024 1500 73,500,000

May ’2024 1500 73,500,000

June 2024 1500 73,500,000

July 2024 1500 73,500,000

August 2024 1500 73,500,000

September’2024 1500 73,500,000

Octoberr’ 2024 1500 73,500,000

SELLER: BUYER: Page 12 of 18

 28. SIGNATURES

BY SIGNING BELOW, all the parties abide by their corporate and legal responsibilities and execute this
Agreement under full penalty of perjury.

Sworn, signed, and certified under the pains and penalties of perjury.

FOR & ON BEHALF OF THE SELLER

SIGNATURE STAMP
SELLER:
GLENFILED COMMODITIES LIMITED

REPRESENTED BY:
MR. JACK SIDNEY PHIRI

TITLE: COMMERCIAL DIRECTOR

DATE: September 26, 2023

FOR & ON BEHALF OF THE BUYER

SIGNATURE STAMP
BUYER:

REPRESENTED BY:
Mr. Mabiia Kostiuchenko
TITLE: CEO

DATE: September 26, 2023

SELLER: BUYER: Page 13 of 18

 Seller Passport Copy

SELLER: BUYER: Page 14 of 18

 Seller Trade Permit

SELLER: BUYER: Page 15 of 18

 Seller certificate of Incorporation

SELLER: BUYER: Page 16 of 18

 Buyer’s Passport Copy

SELLER: BUYER: Page 17 of 18

 Buyer’s certificate of Incorporation / Licence

SELLER: BUYER: Page 18 of 18