RICHGOLD MINING COMPANY LIMITEDExport license No: 109703A120 and Tin-Number 624G000841 NO 81 NEW GBAWA ACCRA TELLPHONE NUMBER 00233244423676 SALES AND PURCHASE AGREEMENT FOR GOLD DUST BETWEEN RICHGOLD MINING COMPANY LIMITED QINGDAO S.I.F. SOLID INVESTMENT & MANAGEMENT CO.LTD Hereinafter called “the seller” AND XXXXXXXXXXX Hereinafter called “the buyer” WHEREAS: Seller agrees and warrants under penalty of perjury, to sell AU Gold Dust, hereinafter referred as “GOLD DUST”. WHEREAS: Buyer agrees and warrants, under penalty of perjury, to purchase the Seller’s Gold Dust at an agreed price and lift period. NOW THEREFORE: In consideration of the promise and mutual convents herein set forth, both Parties agree to the Terms and Conditions as follows: SCOPE OF THE CONTRACT: a) The Seller, under full authority and responsibility, declares that he has the capability and unrestricted right to sell the Gold Dust and guarantees that he is capable to legally export the Gold Dust. b) The Buyer, under full corporate authority and responsibility declares that he and his associates have the full capability to purchase the refined Gold Dust and such purchase will be increased with options of annual extensions. SELLER BUYER 3.Currency (USD-$) by Proof of Funds (POF) Letter to the Seller’s nominated account by SWIFT MT103. f) g) ORIGIN: PACKING: XXX Export Package Metal Boxes / dust QUANTITY: Seller agrees to sell and deliver to the Buyer under the Terms of this Agreement initial amounts as per Point (2) below. Price per Kg is US$39.7% +.in writing . Arrangements will be accepted prior .between Buyer and Seller for each delivery.RICHGOLD MINING COMPANY LIMITED Export license No: 109703A120 and Tin-Number 624G000841 NO 81 NEW GBAWA ACCRA TELLPHONE NUMBER 00233244423676 SALES AND PURCHASE AGREEMENT FOR GOLD DUST COMMODITY SPECIFICATIONS: a) b) c) d) COMMODITY: FORM: PURITY: FINENESS: (AU) Gold Dust Gold Dust or Bars 96.minimum 23+ carats e) ASSAY: Final assay to be made at and by Buyer's registered Refinery and this value will be accepted by both Buyer and Seller.MT799. Reference funds – Proof of Funds Letter in this agreement are to be wired in form of United States Dollars . and thereafter +. The contractual quantity for sale to the Buyer under the Terms of this Agreement shall be as follows:- SELLER BUYER .000 CIF Buyer’s airport/refinery.250KGS will be delivered First with a monthly target of 250KGS within the interval of / speculated period as a lift test to build up business relationship or such other quantity as is agreed between Seller and Buyer. 2. PRICE: 1. A Test Purchase of 250 kg. and the cost of transportation of the Gold Dust to the Buyer’s refinery.RICHGOLD MINING COMPANY LIMITED Export license No: 109703A120 and Tin-Number 624G000841 NO 81 NEW GBAWA ACCRA TELLPHONE NUMBER 00233244423676 SALES AND PURCHASE AGREEMENT FOR GOLD DUST a. in writing. which will include Airway-bill SELLER BUYER . during the term of this contract Los Angeles International Airport (LAX) Los Angeles. CA 90040 USA b) The Seller will pay all taxes. in the country of origin. All other purchases to be as per a Schedule that is to be agreed between the Seller and the Buyer. c) The Buyer will bear all the costs of importation: . taxes and standard fees to be paid when importing the product into the country where refining will take place. b. By return of fax or email the Buyer will confirm receipt of Notice. to meet an average delivery and purchase of 10 or More kg of Gold Dust per month. duties. d) The Buyer is responsible for Customs fees at entry to his country or refinery e) The Seller will notify the Buyer via fax or email of the date of transport of Seller's Gold Dust from Seller's departure point (Origin).documentation fees. etc. DELIVERY TERMS: a) The delivery terms for this contract agreement will be CIF to buyer’s airport which is designated as or another refinery designated by the Buyer. Buyer produces with Proof of Funds Letter or the value of the either the agreed SELLER BUYER . Seller will notify Buyer. Prior to Aircraft Departure from point of origin. PRODUCT COLLATERAL: To be arranged between Buyer and Seller to the satisfaction of both parties in writing. the Seller’s representative may be physically present at Customs and at the refinery to insure all procedures have been followed and actual delivery was completed to the refinery. if necessary. on behalf of Seller. will clear each shipment of Gold Dust through Customs 24 hours after verification of the product. flight number. The Buyer will notify the Seller's Mandate of successful completion of events in written form. f) Seller will ship direct to the buyer's selected Port. 2. The Buyer. the airline. dates of expected departure and arrival time.RICHGOLD MINING COMPANY LIMITED Export license No: 109703A120 and Tin-Number 624G000841 NO 81 NEW GBAWA ACCRA TELLPHONE NUMBER 00233244423676 SALES AND PURCHASE AGREEMENT FOR GOLD DUST and Copy of Insurance and export documents. PROCEDURE: (In time sequence) 1. g) During the Seller's first shipment. PAYMENT TERMS: Proof of Funds Letter Must be faxed in favor of seller’s bank and the copy of the fax receipt will be given to us accordingly as an evidence to enable us act as agreed upon and this will be effected as stated on the verbiage of this said agreement. in the same manner. Buyer and Seller sign and seal this contract and exchange copies. in connection with. and refines and assays. 5. DIFFERENCE: If there is any difference between the shipment documents and the actual contents of shipment. 8. or non-performance. the content and covenants of this Agreement to any third party unless such disclosure is required to obtain financing necessary to perform the terms of this Agreement. 7. or disclosure is to a party’s legal and / or accounting advisers and translators. Buyer advises destination airport for the gold dust. ARBITRATION: Any controversy. the Buyer pays the Seller the full amount of the gold via TT in 72hours. Buyer receives gold dust and processes through customs and delivers to refinery. CONFIDENTIALITY AGREEMENT: Neither party will disclose. directly or indirectly. 3. SELLER BUYER . 6. performance. Seller pays for the export taxes to process export documents. or any breach thereof shall be determined by Arbitration in a competent international court of law. or disclosure as to any taxing authority. Seller advises Buyer of expected shipping date of gold dust shipment. Refinery samples and assays. 4. then the party having knowledge of the difference shall immediately provide notice to the other party in writing. or questions arising out of the transaction.RICHGOLD MINING COMPANY LIMITED Export license No: 109703A120 and Tin-Number 624G000841 NO 81 NEW GBAWA ACCRA TELLPHONE NUMBER 00233244423676 SALES AND PURCHASE AGREEMENT FOR GOLD DUST amount as per schedule above. or in relation to this agreement or its interpretation. dispute. After the final assay at the Buyer’s refinery. RICHGOLD MINING COMPANY LIMITED Export license No: 109703A120 and Tin-Number 624G000841 NO 81 NEW GBAWA ACCRA TELLPHONE NUMBER 00233244423676 SALES AND PURCHASE AGREEMENT FOR GOLD DUST COMMITMENT. agreed upon. modification. Any change. COMMITMENT AGREEMENT: This Agreement shall bind the parties hereto and insure to each party’s representatives. agents. AGREEMENT DOCUMENTATION: The following documents will be an integral part of the present Agreement and shall serve as the basis for its correct execution: a) This Agreement between the Buyer and the Seller b) Proforma invoice from the Seller SELLER BUYER . successors and assigns. The principals are authorized to execute this Agreement and perform all covenants. and forwarded to the other party. amendment shall be effected only by writing. NOTICES: Any notice between the parties shall be in writing. undersigned and executed by both parties. MODIFICATION AND ADDITIONS: This Agreement may not be modified orally. QINGDAO BRANCH NO/5A. CHINA HXBKCNBJ05A 0086-532-8197 3137 0086-532-8197-3132 QINGDAO S. QINGDAO 266071.LTD ACCOUNT/NO: 4671240002839100003018 Bank Officer: MS Chen Ping BUYER’S BANK INFORMATION Bank Name: Bank Address: Account Name: Account Number: SWIFT Code: CHASUS33 : TBD Bank Telephone Number: SELLER BUYER .I. DONGHAI WEST ROAD. SOLID INVESTMENT & MANAGEMENT CO.RICHGOLD MINING COMPANY LIMITED Export license No: 109703A120 and Tin-Number 624G000841 NO 81 NEW GBAWA ACCRA TELLPHONE NUMBER 00233244423676 SALES AND PURCHASE AGREEMENT FOR GOLD DUST SELLER’S BANK INFORMATION FOR POF Bank Name: Bank Address: Swiftcode : Tel: Fax: Beneficiary: CHIPSUID: HUA XIA BANK .F. marked "air freight Pre-paid" Flight number and date of arrival Gross weight and net weight Standard Know Your Customer’ document TITLE OF GOODS: SELLER BUYER . and is transferable and exportable g) h) i) j) k) Export Permit. unencumbered and free of any liens. Original copy of the Airway bill Full set Airway bill. if applicable) Three originals of in favor of the Buyer f) Declaration that the gold is free and clear and of non-criminal origin. Seller must provide the following documents to Buyer prior to arrival of the gold or when Seller or his agents arrive at the airport of destination: a) b) c) d) e) Government assay report Customs Declaration Form(s) (supplied by Buyer.RICHGOLD MINING COMPANY LIMITED Export license No: 109703A120 and Tin-Number 624G000841 NO 81 NEW GBAWA ACCRA TELLPHONE NUMBER 00233244423676 SALES AND PURCHASE AGREEMENT FOR GOLD DUST Bank Fax Number: DOCUMENTS: Each shipment and delivery shall be identified with all assigned contract reference codes and numbers. for any other future renewals of this same contract or deals with the same Buyer and Seller. the Buyer agrees to pay each and every broker acknowledged on the related Master Fee Agreement at the same time as payments are made to the Seller. and in full. Paris France which clauses are deemed to be incorporated herein. Provided however. 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 Seller states that the gold is not of terrorist and/or criminal origin. b) The Seller warrants that the commodity can be shipped to anywhere in the world without restrictions. the Buyer will pay the same proportionate fees to the brokers/facilitator so as to protect their concerns and to value their participation in enriching our company and our community. d) Additional charges due to the excessive impurity content of the gold will be deducted from the amount payable to the Seller.RICHGOLD MINING COMPANY LIMITED Export license No: 109703A120 and Tin-Number 624G000841 NO 81 NEW GBAWA ACCRA TELLPHONE NUMBER 00233244423676 SALES AND PURCHASE AGREEMENT FOR GOLD DUST The Title to the gold shall transfer from the Seller to the Buyer immediately upon clearing Customs and will be placed into the account of the Buyer at the refinery with the necessary documents. WARRANTIES: a) The Seller shall pay all the required duties and charges in country of export. 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. Buyer will not take legal ownership until the agreed price of the gold is paid as per this contract after final assay from the refinery. e) Furthermore. accepting full payment of each shipment after final assay of the Gold Dust. Any failure to fulfill this commitment will stop this deal and any further shipments until any and all concerns are addressed to everyone's legitimate satisfaction. ETHICS: (NON-CIRCUMVENTION and NON-DISCLOSURE) SELLER BUYER . c) The Seller agrees to accept the final assay report from the Buyer's designated refinery. Furthermore. DONGHAI WEST ROAD. SELLER’S BANK INFORMATION FOR POF Bank Name: Bank Address: Swiftcode : Tel: Fax: Beneficiary: CHIPSUID: HUA XIA BANK . QINGDAO 266071.RICHGOLD MINING COMPANY LIMITED Export license No: 109703A120 and Tin-Number 624G000841 NO 81 NEW GBAWA ACCRA TELLPHONE NUMBER 00233244423676 SALES AND PURCHASE AGREEMENT FOR GOLD DUST Both Buyer and Seller acknowledge that in the event of or Disclosure of the details herein. 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.LTD ACCOUNT/NO: 4671240002839100003018 Bank Officer: MS Chen Ping SELLER BUYER .I. SOLID INVESTMENT & MANAGEMENT CO. The understanding and accord of this subparagraph will survive the termination of this Agreement Below is the Seller’s Bank information for the raising of the POF by buyer’s Bank as agreed upon. but not be limited to communicating with each other's banks. CHINA HXBKCNBJ05A 0086-532-8197 3137 0086-532-8197-3132 QINGDAO S. QINGDAO BRANCH NO/5A. Said Non-circumvention and non-disclosure shall include. representatives of Buyer dealing with Customs. brokers or Seller's mandate. France for a period of five (5) years from the date hereof.F. RICHGOLD MINING COMPANY LIMITED Export license No: 109703A120 and Tin-Number 624G000841 NO 81 NEW GBAWA ACCRA TELLPHONE NUMBER 00233244423676 SALES AND PURCHASE AGREEMENT FOR GOLD DUST The undersigned agrees that the content of this Sales and Purchase Agreement are the only terms of this contract (unless mustually agreed as amendments listed): Seller: Buyer: SELLER BUYER . RICHGOLD MINING COMPANY LIMITED Export license No: 109703A120 and Tin-Number 624G000841 NO 81 NEW GBAWA ACCRA TELLPHONE NUMBER 00233244423676 SALES AND PURCHASE AGREEMENT FOR GOLD DUST ANNEX 1 (BG VERBIAGE) WE. SINCERELY XXXXXXXXXX PRESIDENT SELLER BUYER . XXXXXX FINANCIAL GROUP WITH ADDRESS AT XXXXXXXXX. REPRESENTED BY XXXXXX WE CONFIRM THAT THERE ARE NO LIENS OR ENCUMBRANCES ON THESE FUNDS. WE ALSO CONFIRM THAT THIS AMOUNT IS RESEVED FROM LEGALLY EARNED . GOOD CLEAN AND CLEAR FUNDS OF COMMERCIAL ORIGIN AND FREELY AVAILABLE ON THE INSTRUCTIONS OF THE BENEFICIARY. WITH FULL CORPORATE RESPONSIBILITY. HEREBY IRREVOCABLY CONFIRM. THIS FUNDS CONFIRMATION IS UNCONDITIONAL AND NOT ASSIGNABLE AND NONTRANSFERRABLE AND NOT DIVISIBLE WITHOUT NOTIFICATION TO US. WE FURTHER CONFIRM THAT THE AMOUNT FROM THESE FUNDS HAS BEEN ASSIGNED TO XXXXXXXXX WITH BANK ACCOUNT NUMBER ---. THAT FUNDS AMOUNTING TO $XXXX( XXXXX UNITED STATES DOLLARS) IS BLOCKED AND AVAILABLE BY OUR CLIENT.FOR A PERIOD OF ONE YEAR FROM THE DATE OF THIS LETTER AND WILL REMAIN AS SUCH UNTIL THE EXPIRATION OF THE ASSIGNMENT PERIOD OR FROM THE WRITTEN APPROVAL OF---MINES . XXXX WITH ACCOUNT NUMBERXXXX.