SALE AND PURCHASE AGREEMENTFOR GOLD BARS CIF DELIVERY

CONTRACT NUMBER: SCDF-PGI/EG23 DATE: 04.11.2023

SELLER

Company name: SOCIETE DEEN ET FRERES SARL / PROMO IBIZA GIO SL

Full Address: BP 2812, KALOUM, GUINEE CONAKRY / Montañeta La Corona nº1
Company Registration: 027 ART38A2006 / B57451247
Telephone No: +224 620 068 008 + (34) 692 439 696
Email: cyoussoufdeen@yahoo.fr Juanjo.juazzit@gmail.com
Represented by: CAMARA DEEN YOUSSOUF & JUAN JOSE PUIG ZARZA
Passport Number: O00457199 / PAC21811
Nationality: GUINEE / SPAIN
Designation: CEO
AND

BUYER

Name of selling companies: Corner stone royal investment in commercial enterprises and management
co.L.LC
Full Address: XXXXXXX
Company Registration: XXXXXXXXXX
Telephone No: XXXXXXXXXXX
Email: XXXXXXXXXXX
Represented by: XXXXXXXXX
Passport Number: XXXXXXXX
Nationality: XXXXXXX
Designation: XXXXXXXXX

Hereinafter referred as the BUYER

WHEREAS: The Seller has available for sale Dore Gold, hereinafter collectively referred to as “gold”.
WHEREAS: The Buyer wishes to purchase Seller's gold over an agreed upon period.
NOW THEREFORE: The Parties agree to the Terms and Conditions as follows:

CONTRACT AGREEMENT:

a) The Seller, SOCIETE DEEN ET FRERES SARL & PROMO IBIZA GIO SL under full
authority and responsibility, declares that he has the capability and unrestricted right to sell the gold and
guarantees with financial and personal reasonability that he is capable to sell and legally export the Dore
Gold.

b) The Seller warrants with financial and personal reasonability that he has complete legal authority to sell the
Gold and confirms and warrants that the Title of the Gold to be sold herein will be free and clear of all
Liens and/or encumbrances and is not of terrorist and or criminal origin. It also certified that Seller has full
entire authority and responsibility to sell and organize the delivery into the CIF Airport (Buyer destination)
in accordance with the characteristics described in this Sales Purchase Agreement.

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 SALE AND PURCHASE AGREEMENTFOR GOLD BARS CIF DELIVERY
CONTRACT NUMBER: SCDF-PGI/EG23 DATE: 04.11.2023

c) The Buyer, under full corporate authority and responsibility declares that Corner stone royal
investment in commercial enterprises and management co.L.LC. Has the full capability to
purchase the refined gold and that such purchase will be increased with options of annual
extensions.

COMMODITY SPECIFICATIONS:

a. COMMODITY: AU (Dubbed „AU STONE‟

b. QUANTITY: Trial of 12 Kg.

c. FORM: Gold Bars

d. PURITY: 96.08% or better.
e. FINENESS: 22 + carats ASSAY: Final assay to be made at and by Buyer's registered
Laboratory, Value of which will be accepted by both Buyer and Seller for the refined with 96.08% purity
f. ORIGIN: Guinea Conakry
g. SHIPPING: From Guinea Conakry
h. DESTINATION: CIF- DUBAI
i. PACKING: Export Package Metal Boxes for Airfreight
j. CONDITIONS: Transaction will be via Air Cargo
k. PAYMENT: The payment it will be done within 48 hours after the buyer has
received the merchandise. The payment method will be made to the seller after assay certificate by
MT103
l. PRICE: The price is set at 40,000€/kg ($43,000/kg) of gold at 96.08 purity after
analysis by the buyer's laboratory or refinery in Dubai.

CIF TERMS: Delivery will be made to the buyer's Laboratory in DUBAI, via DUBAI, Airport, under
INCOTERMS2020 with Cost, Insurance & Freight prepaid by seller.

DELIVERY: The Seller is responsible for all expenses including export documents and taxes foro Guinea
Conakry until the product arrival in DUBAI, Airport.

The Buyer is responsible for all expenses inclusive of Security and off-loading to the Laboratory, Logistics, Customs
Clearance and Transport upon arrival at DUBAI, Airport; furthermore, the Buyer has the obligation for any and all
expenses that maybe generated in the Country of arrival and upon receipt of the Metal (AU) inclusive of importation.

DOCUMENTS:

a) Three originals of Commercial Invoices in favor of the Buyer

b) Certificate of Origin
c) Certificate of Ownership
d) Government assay report
e) Customs Declaration Form(s)
f) Declaration that the gold is free and clear and of non-criminal origin, unencumbered and free of
any liens, and is transferable and exportable (Movement Certificate)

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 SALE AND PURCHASE AGREEMENTFOR GOLD BARS CIF DELIVERY
CONTRACT NUMBER: SCDF-PGI/EG23 DATE: 04.11.2023

g) Export Permit
h) Full set Airway bill of lading, marked "air freight Pre-paid"
i) Shipping Advice of Flight number and date of leaving/arriving
j) Packing List with packing box numbers, Gross weight and net weight, bag identification for hand
carry.

ARRIVAL AT DESTINATION:
1. The Seller WILL accompany the merchandise to the laboratory.
2. The Seller WILL accompany the shipment and attend the assay at buyer‟s laboratory.
3. The Buyers pays for all personal expenses, Flight tickets and accommodation cost of the seller
and/or Sellers representative(s). (These expenses will be deducted from the final price to the
seller.)
4. The Buyers laboratory assays the metal and confirms purity to weight on the report.
5. Buyer laboratory releases the assay report to both the buyer and the seller via email immediately
results are available.
6. THE BUYERS will transfer by SWIFT MT103, to the sellers appointed bank deducting Account
and within 48 banking hours from the date the assay report is released by the buyer‟s laboratory.

DELIVERY TERMS:

a) The terms of delivery of this SPA are CIF INCOTERMS 2020 destination airport. At the destination
airport the responsibility for security and expenses of dispatching the gold will correspond to the buyer.

b) The Seller will pay all taxes, duties, export documentation etc., in the country of origin, and pay the air
freight and insurance fees directly to the shipping company or Transport Company to transport the Gold to
the Buyer‟s destine-nation airport. The Buyer imports the gold Dore bars and delivers it from Buyer‟s
destination airport to Buyer laboratory at the Buyers cost including the security required for transport to
Buyers Laboratory.

c) The Seller shall bear the cost of freight and insurance fee of the gold bars and ship the Dore Gold
directly to the Buyer‟s destination DUBAI Airport.

d) The Seller will notify the Buyer via E-Mail of the date of transport of Seller's Dore Gold from Seller's
departure point (Origin). By return the Buyer will confirm receipt of Notice, which will include Airway-bill
and copy of insurance and export documents, in the same manner.

e) Seller will hand carry trial delivery and ship the rest directly to the Buyer‟s airport, notifying at least two
days prior to Aircraft Departure from point of origin The Seller will notify the Buyer of the airline, flight
number, dates of expected departure and arrival time. The Buyer, on behalf of Seller, will clear shipment of
Dore Gold through Customs.

f) The Buyer or Appointed Representative will be physically present at Customs and at the laboratory to
ensure all procedures have been followed and actual delivery completed satisfactorily to the laboratory.

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D

The Buyer will notify the Seller or Seller's Representative of the successful completion of events in written
form. The Buyer releases the laboratory data as follows for consignment and assay application:

Consignee details:

NOMINATED Laboratory for Assay:

Company Name:
Identification Number:
Address registered:

Safety and transportation:

PAYMENT TERMS:
Final payment for the gold shall be made via SWIFT MT103 via Bank, in € Euros to the Seller's designated
bank (The Seller Bank Account), within 24 banking hours after the laboratory issues the final assay report.

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

SELLER BANK DETAILS FOR RECEIVING PAYMENT:

PROMO IBIZA GIO SL, Represented by: JUAN JOSE PUIG ZARZA

COMPANY NAME: PROMO IBIZA GIO SL

ADDRESS: MONTAÑETA LA CORONA Nº1 VALL DE UXO CASTELLON ESPAÑA
BANK NAME: SANTANDER
BANK ADDRESS: Camino De La Vall D'Uixo, 6, 12593 Moncofa, (Castellon) España
ACCOUNT NAME: PROMO IBIZA GIO SL
ACCOUNT SIGNATORY: JUAN JOSE PUIG ZARZA
EURO ACCOUNT NO: 0049 7968 6025 1000 XXX
BANK IBAN: ES69 0049 7968 6025 1000 XXXX
BANK SWIFT CODE: BSCHESMM
BANK OFFICER: Arantxa Cardenal
BANK TELEPHONE: +34 964 58 00 55 ---- +34 695 27 60 07
BANK EMAIL: arantxa.cardenal@agentes.bancosantader.es

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 SALE AND PURCHASE AGREEMENTFOR GOLD BARS CIF DELIVERY
CONTRACT NUMBER: SCDF-PGI/TPM21 DATE: 01.12.2021

SELLER 1 BANK DETAILS FOR RECEIVING PAYMENT:

SOCIETE DEEN ET FRERES SARL, Represented by: CAMARA DEEN YOUSSOUF

COMPANY NAME: SOCIETE DEEN & FREFRES SARL

ADDRESS:
BANK NAME: UNITED BANK OF AFRIKA GUINEA
BANK ADDRESS: RUE CHATEAU D‟EAU MARCHE NIGER CONAKRY
ACCOUNT NAME: SOCIETE DEEN & FRERE SALR
ACCOUNT SIGNATORY: CAMARA DEEN YOUSSOUF
EURO ACCOUNT NO: 36327531
BANK IBAN: -
BANK SWIFT CODE: UBAGGNCN
BANK OFFICER: -
BANK TELEPHONE: -
BANK EMAIL: -

BUYER’S BANK DETAILS:

XXXXXXXXXXX, Represented by:XXXXXXXXXX

COMPANY NAME: xxxxxxxxx

ADDRESS: xxxxxxxxx
BANK NAME: xxxxxxxxx
BANK ADDRESS: xxxxxxxxx
ACCOUNT NAME: xxxxxxxxx
ACCOUNT SIGNATORY: xxxxxxxxx
EURO ACCOUNT NO: xxxxxxxxx
BANK IBAN: xxxxxxxxx
BANK SWIFT CODE: xxxxxxxxx
BANK OFFICER: xxxxxxxxx
BANK TELEPHONE: xxxxxxxxx
BANK EMAIL: xxxxxxxxx

DOCUMENTS:

Each shipment and delivery shall be identified with all assigned contract reference codes and numbers. Seller
must provide the following documents to Buyer at least two (2) days prior to arrival of the gold or when Seller
or is agents arrive at the airport of destination:
a) Three originals of Commercial Invoices in favors of the Buyer
b) Certificate of Origin
c) Certificate of Ownership
d) Government assay report
e) Customs Declaration Form(s)
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 SALE AND PURCHASE AGREEMENTFOR GOLD BARS CIF DELIVERY
CONTRACT NUMBER: SCDF-PGI/TPM21 DATE: 01.12.2021
f) Declaration that the gold is free and clear and of non-criminal origin, unencumbered and free of any
liens, and is transferable and exportable (Movement Certificate)
g) Export Permit
h) Full set Airway bill of lading, marked "air freight Prepaid"
i) Shipping Advice of Flight number and date of leaving/arriving
j) Packing List with packing box numbers, Gross weight and net weight.

TITLE OF GOODS:

The Title to the gold shall transfer from the Seller to the Buyer or his authorized agent immediately upon
Custom clearance and will be placed into the Buyers account or his authorized representative at the
laboratory with all necessary documents. The Buyer will not take legal ownership until the agreed price of the
gold is paid as per this contract and after final assay from the laboratory

CLEAR TITLE:
Seller confirms and warrants that the Title of the gold to be sold herein will be free and clear of any and all
Liens and encumbrances and the Seller furthermore states that the gold is not of terrorist and/or criminal
origin.

WARRANTIES, AND PROCEDURE:

The seller communicates in this writing that he has a large amount of gold in Guinea, of which 12 kg has
been sent to a buyer and since he did not have money to pay, the 12 kg have been kept and are in transit in
Casablanca.
To continue with the export process of the 12kg, it is necessary to pay the Moroccan taxes, insurance,
transportation taxes, etc., so the seller requires the buyer to advance the amount of €38,000 (this advanced
amount will be deducted from the seller of the final price)
Because one seller is located in Morocco and the other in Spain
Therefore the procedure would be the following:
The buyer would meet with the seller's attorney and solicitor in Conakry
The buyer would accompany the lawyer and the transitory to the door of the Central Bank
Once the buyer arrives, he will deliver the amount of €38,000 so that the lawyer and transitory agent can
enter the Central Bank to deliver the money to the treasury, so that in a time not exceeding 72 hours it can
process the necessary export documents.
Once the documents are obtained, they will be sent to the Moroccan authorities to send the merchandise for
charge to the destination designated by the buyer.
As a guarantee for this amount of money delivered by the buyer, the seller will issue a guinea check for the
amount delivered.
The buyer may only claim said check if in a period not exceeding 6 business days from the payment of
€38,000 the merchandise has not reached its destination.

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 SALE AND PURCHASE AGREEMENTFOR GOLD BARS CIF DELIVERY
CONTRACT NUMBER: SCDF-PGI/TPM21 DATE: 01.12.2021

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.

JOINT DECLARATION:

SELLER and BUYER each declare unto one another that the gold offered herein for sale, and the origin of
the funds used in purchasing the gold, do NOT contravene: The Drug Trafficking Offenses Act 1986, The
Criminal Act 1988, The Prevention of Terrorism (Temporary Provisions) Act 1989, The Criminal Justice
(International Co-operation) Act 1990, The Criminal Justice Act 1993, and the Money Laundering
Regulations 1993, The Patriot Act 2001, or any other illegal or criminal activity. Accordingly each party to
this Agreement indemnifies each other against any such allegations, which may or may not be made in the
future.

ETHICS: (NON-CIRCUMVENTION and NON-DISCLOSURE).

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

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

TOTAL AGREEMENT:
This Agreement supersedes 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.
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 Agreement. By signing below, both parties abide by their corporate and
legal responsibility, and execute this Agreement under full penalty of perjury.

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 SALE AND PURCHASE AGREEMENTFOR GOLD BARS CIF DELIVERY
CONTRACT NUMBER: SCDF-PGI/TPM21 DATE: 01.12.2021
SELLER COMPANY NAME: SOCIETE DEEN ET FRERES SARL
Represented by: M. CAMARA DEEN YOUSSOUF

Seller Signature: M. CAMARA DEEN YOUSSOUF

Passport Number: O00457199
Country: Guinee

SELLER COMPANY NAME: PROMO IBIZA GIO SL

Represented by: M Juan Jose Puig Zarza

Seller Signature: M Juan Jose Puig Zarza

Passport Number: PAC218111
Country: Spain

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 SALE AND PURCHASE AGREEMENTFOR GOLD BARS CIF DELIVERY
CONTRACT NUMBER: SCDF-PGI/TPM21 DATE: 01.12.2021

BUYER COMPANY NAME:

Represented by: Mr.

Buyer Signature: Mr.

Passport Number:

Country:

“Accepted and agreed without change

(Electronic signature is valid and accepted as hand signature)”

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

1. EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of
this Contract. As applicable, this agreement shall be: -Incorporate U.S. Public Law 106-229, „„Electronic Signatures
in Global & National Commerce Act‟‟ or such other applicable law conforming to the UNCITRAL Model Law on
Electronic Signatures (2001);
2. 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 instrument.

END OF THIS CONTRACT