Date : April 29,2017 To : Principal Buyer Through : www.thaithanatintertrade.com Subj : AU Metal to be legalized for international export. Off the Market Private Treaty Sales. TERMS AND CONDITIONS. The Seller/Mandate hereby undertakes to sell/transfer the below mentioned Commodity to the Buyer and the Buyer hereby undertakes to Buy/Purchase the below mentioned Commodity from the Seller. GLD Standard follows.- 1.1 COMMODITY. Gold Bullion ( AU Metal) Form Bars of 1 Kilogram or 12.5 Kilogram (Kg.) Specifications Fineness Minimum purity of 999.5 /1000 or Better Age less than Five (5) years old. Hallmark To be smelted into Internationally recognized and accepted (Johnson and Matthey) Origin N/A Warranty AU metal is confirmed by the Seller to be freely tradable and exportable worldwide. 1.2 DOCUMENTS. The Seller shall authenticate, provide and guarantee documents of each tranche/lift shall be accompanied by the following Certifi cate of Ownership Certificate of Purity/Weight list Certificate of Assay s Report (International Accepted) Certificate of Origin / Resource confirmation Commercial Invoice Custom clearance (Tax Certificates ) Export License issued by the Government of Exportation Country Export Permit issued by the Government of Exportation Country Page 1 of 7
1.3 LOCATION. Security Ex-Ware House, Bangkok Thailand Delivery F.O.B Ex-Ware House, Designated Place of Buyer required in Bangkok Thailand. 1.4 QUANTITY. First Tranche 50 MT with rolls and extentions as agreed in SPA.. 1.5 PURCHASE PRICE. The agreed purchase price is the quoted price in USD or EUR on the Day of Transaction as set by the London Gold Market Fixing Ltd Second Fixing (pm) for Gold Bullion (AU), and displayed by LBMA In the event that the LBMA is not operating on that scheduled day, the price calculation used shall be based on the second LBMA fixing of the next Market opening day. NOTE: Day-of-Transaction is defined as the day when the buyer accepts ownership or possession of the Gold Bullion. This day shall be used to fix the price of the gold bullion applicable for the tranche. 1.6 DISCOUNT. Discount to Buyer gross 12 % including consultancy fees 4% The Product is offered by the Seller to the Buyer with the discount from the price as set by Second London Fixing shall be of the price of gold per ounce as quoted by the London Bullion Market Association (the LBMA ) on the date of each respective Lift s transfer/delivery to the Buyer. 1.7 COMMISSIONS. The commissions PAID BY BUYER s ACCOUNT shall be as follows: Consultancy Fees of Four percent (4 %) The discount from the price as set by the LBMA second fixing for Gold Bullion (Au), shall be to the Consultants responsible for originating this Transaction, as per the terms of this Agreement and the Irrevocable Master Fee Protection Agreement (the IMFPA ) attached hereto as Two Percentage (2.00 % ) for Seller s Mandate / Intermediaries (Closed) Two Percentage (2.00 % ) for the Buyer s Mandate / Intermediaries (0pen) 1.8 PAYMENT INSTRUCTIONS. Buyer shall pay to Seller an amount equal to (88.00 %) of the purchase price (Article 1.5,1.6) to Seller s Bank Account as indicated in Addendum 1, Article-A, or any Bank Account as instructed by Seller. Page 2 of 7
1.9 TRANSACTION PAYMENT. A Bank to Bank transfer of funds, MT103 from a 1st class Bank By Conditional Swift Wire Transfer MT103 to Seller s Account, for an amount as required for the tranche The transaction currency shall be the Thai THB or USD or EUR or As Agreed. TRANSACTION PROCEDURES. To be legalized for international export 2.1 The Buyer and Seller shall sign Memorandum of Undertanding (MOU) to fully understand and acknowledge each other s capacity to carry out the Transaction,The Buyer accepted this MOU/SCO and provides documents (a) Buyer s Signatory Passport copy and must be certified from their Ambassy (b) Buyer s Financial (Certified of Bank Statement ) for at least 50MT issue from top International Bank 2.2 The Buyer and Seller shall sign agreement as detailed hereinafter into Sales and Purchase agreement and Irrevocable Master fees Protection agreement (IMFPA) and Non-Circumvention and Non-Disclosure agreement (NCNDA) in person at Seller s bank in Bangkok Thailand only. (a) Within 3 banking days the Seller s bank will verify the Buyer s funds. The amount of funds will be the same amount as specified in the bank confirmation letter of an agreed amount, and the funds will be blockable and deductible for the first shipment. (b) The Seller s bank officer will invite maximum 3 authorized persons of the Buyer to view the sample of commodity at the Seller s bank in Thailand. (c) Upon satisfied of POF/POP verification both parties shall enter into the Sales and Purchase agreement. 2.3 Thereafter, and within One (1) Banking Day, the Seller and Buyer shall deliver one original copy of each aforesaid document to the appointed Bankers herein stated in this agreement and the Buyer and Seller shall exchange one original to each other (a) The Buyer shall move first to lodge the fully executed originally signed Sales and Purchase agreement along with any and all Addendums, with Buyer s Bank Officer listed in Addendum-1 within One (1) Banking Day of the date shown on the front page of the Sales and Purchase agreement and it must immediately send an e- mail confirming to the Seller at e-mail : nisita@thaigoldmandate.com (b) The Buyer and the Seller will then notify each other immediately. Page 3 of 7
2.4 Thereafter, within Three (3) Banking Days, the Seller s Bank officer (SBO-) will make the first initiative to contact Buyer s Bank officer (BBO-) to acknowledge the existence of the said Sale and Purchase agreement and confirm to each other formally the Proof of Funds (POF) and Proof of Product (POP) respectively. The Seller s Bank Officer and the Buyer s Bank Officer shall conduct as establish a Window Time for transmitting the following Swift Wire Transfers : - (a) The Buyer s Bank officer must confirm to blocked the Proof of Funds (POF) by Swift MT799 via swift MT799 message (Refer to ADDENDUM -4) to The Seller s Bank officer that The Buyer has sufficient funds capacity for the transaction ( AU Metal..MT ) (b) After positive and acceptance the POF, the Seller s Bank officer shall confirmed that The Seller has sufficient capacity the Proof of Product (POP) to the Buyer s Bank under both respective banking information (ref.addendum-1) responsibility. Simultaneously The Seller shall issue the PB 2 % against the POF activity. 2.5 And within three (3) Banking days, The Seller shall accompany the Buyer, Assayer s team to the security warehouse in Bangkok to inspected,verified and authenticated the commodity of quantity as requested for the tranche and the relevant supporting documents indicated in transaction documents of each tranche/lift shall be accompanied. 2.6 Thereafter, and within three (3) Banking days,the Buyer shall complete the acceptance of the commodity during which the Buyer / Buyer s Bank and Seller / Seller s Bank shall calculates the final purchase price payable, the Buyer shall instructs Buyer s Bank to send the full agreed payment By Conditional Swift Wire Transfer MT103 to Sellers Bank in favor of Seller. (a) After Assayer s team inspected, verified and authenticated the AU Metal,The commodity shall be delivered to the Buyer s destination in Thailand, upon receipt of the payment,the cost of delivery in Thailand shall be borne by the Seller (b) The Buyer will be responsible to provide the Seller with all delivery and shipment schedule and map of the Buyer s destination (c) The Buyer will be responsible to provide the Seller with all details of air cargo plane information including air crews, so that the Seller will be able to arrange the legal permission for the air cargo plane landing, loading and taking off from Thailand according to the rules and regulations of Thailand aviation. Page 4 of 7
2.7 Thereafter, the Seller shall transfer beneficiary of the Ownership representing the commodity ( AU Metal) to Buyer s name and deriver the Certificate of Ownership and Document s representing the applicable Tranche to the Buyer, the Buyer shall instruct Full Funds Release and IMFPA to the Seller s Bank immediatly the Verification and Authentication of the Swift MT 103. 2.8 The tranche shall be considered closed when Article-2.7, has been completed. Applicable procedures in Article 2.2 to Article 2.7, shall be repeated until the contractual amount in tranches is reached as agreed between the Seller and the Buyer. Rolls and extensions to this Contract are the sole discretion of the Seller. 2.9 Both parties shall adhere to all terms and conditions states in the SPA and shall not at any times making contract without the approval from the other party. Any infringement shall render this contract. automatically terminated. The Buyer agrees that will not contact with Seller Bank officer except the Buyer Bank officer. This means that bank to bank contact in the matter of this Contract is allowed. PENALTY: Both parties agree that in the event of the transaction fails by either side, the default party shall pay 2 % of total value xxxx M/T penalty fee to the damaged party through their international law firms. WARRANTY: (1) Seller warrants and guarantees that the product in the Quantity herein specified exists at the Seller s warehouse in Thailand and that the Seller has the legal authority to supply, sell and legally export the Product from the current governing authority at the place of Delivery herein specified. The Seller also confirms that the Product is fully tradable and movable out of Thailand. The Seller deals with all security up to loading of gold on cargo plane. (2) The Buyer warrants with full legal responsibility and that: a) it is RWA by Bank to purchase the Product with clean and clear funds of non-criminal origin, which are free from any liens, encumbrances, or mortgages (the Funds ); b) it has the full power, right, authority and ability to execute and perform this Agreement, and to buy and pay for the Product herein-mentioned; and c) it has the full power, authority and capacity to perform all of the Buyer s obligations undertaken as per the present Agreement. Page 5 of 7
VALIDITY: This MOU under the above Transaction Code is valid for 3 months. The Buyer accepting the Terms and Conditions of this MOU Signature of Buyer/ Buyer s Mandate Signature of Seller / Seller s Mandate. Legal and Authorized Buyer/Buyer s Mandate Passport Number :. For On behalf of Seller / Seller s Mandate Was hereinto affixed in Bangkok, Thailand Page 6 of 7
ON BANK LETTER HEAD SAMPLE TEXT BANK CONFIRMATION LETTER DATE : XX, XX, 2017 TO : SELLER BANK XXXXXXXXXXX SWIFT CODE : XXXXXXXXXXX ATTN : END SELLER CC : BUYER NAME OR COMPANY REF. : TRANSACTION CODE: XXXX XXXX CONTRACT NUMBER : XXXX XXXX WE, BUYER S BANK, AT BANK ADDRESS, HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY ON BEHALF OF OUR CLIENT, xxxxxxxxxx,represented BYxxxxxxxxx,HOLDER OF XXX PASSPORT NO. XXX HAS ON CASH DEPOSIT BANK ACCOUNT NO. XXX IN OUR BANK IN THE AMOUNT OF ELEVEN BILLION UNITED STATES DOLLARS (USD 11,000,000,000.00) AND HAS THE CAPABILITIES AND AVAILABLITIES OF FUND TO SETTLE PAYMENT EQUIVALENT TO THE VALUE OF 200 MT (TWO HUNDRED METRIC TONS) OF THE COMMODITY, AND THAT FUND WE HAVE RESERVED FOR TEN BILLION UNITED STATES DOLLARS (USD 10,000,000,000.00) FOR THE PAYMENT OF THE AU METAL 200 MT, AS PER THE TRANSACTION CODE ABOVE. WE ALSO CONFIRM THAT MR XXX IS THE AUTHORIZED SIGNATORY OF THIS ACCOUNT. WE FURTHER CONFIRM THAT THESE CASH FUNDS ON DEPOSIT IN OUR BANK ARE GOOD, CLEAN, CLEAR FUNDS OF NON-CRIMINAL ORIGIN AND ARE FROM LEGAL SOURCE, AND ARE READY AVAILABLE FOR XXX AT HIS SOLE DISCRETION WITHOUT LIMITATION FOR THIS BUSINESS AND UNDER TRANSACTION CODE: XXX. THIS IS AN IRREVOCABLE BANK CONFIRMATION OF FUNDING FOR THE PAYMENTS AND IS SUBJECT TO THE UNIFORM PRACTICES FOR DOCUMENTARY CREDITS AND SHALL BE GOVERNED AND CONSTRUED BY THE LAWS OF HONGKONG AND IN ACCORDANCE WITH ICC PARIS, FRANCE PUBLICATION 600 LATEST VERSIONS. ON BEHALF OF NAME OF THE BANK ON BEHALF OF NAME OF THE BANK NAME & DESIGNATION OF BANK OFFICER PIN CODE: NAME & DESIGNATION OF BANK OFFICER PIN CODE: Page 7 of 7
ADDENDUM-4. SWIFT MT 799 TEXT BLOCKED FUND PAYMENT INSTRUMENT TEXT MT 799 MESSAGE IN FORMAT FREE CONFIRMATION SENDING BANK: (CLIENT BANKING INFORMATION TO BE WRITTEN BELOW) TELEPHONE : FAX : DEPOSIT HOLDER & BENEFICIARY : DEPOSIT ACCOUNT : : Place of Issue : Date of Issue : Maturity Date : Issued to : Bank Name : Account Name : XXXXXXXXX Account Number : XXXXXXXXX Contract Number : XXXXXXXXX Transaction Code : XXXXXXXXX WE (BANK NAME INCLUDING ADDRESS), HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY THAT OUR CLIENT (CLIENT NAME) HAS ON DEPOSIT IN THE ABOVE ACCOUNT CASH TO THE AMOUNT OF xxx BILLION UNITED STATES DOLLARS (X,000,000,000.00USD). WE ALSO CONFIRM THAT (CLIENT NAME) IS THE AUTHORIZED SIGNATORY ON THIS ACCOUNT. WE FURTHER CONFIRM THAT THESE CASH ON DEPOSIT ARE GOOD, CLEAN, CLEAR FUNDS THAT ARE FREE AND CLEAR OF ANY LINES AND ENCUMBRANCES, AND ARE READILY AVAILABLE TO (CLIENT NAME) IN HIS/HER SOLE DISCRETION WITHOUT LIMITATION FOR THIS TRANSACTION CODE NUMBER.xxxxxxxxxxxxxxxxxxxxxxxxxxx AT THE REQUEST OF OUR CLIENT, THESE FUNDS SHALL BE BLOCKED FOR A PERIOD OF 15 (FIFTEEN) BANKING DAYS FROM THE DATE OF THE ISSUE OF THE MT799. DURING THIS TIME, THE FUNDS WILL ONLY BE UNBLOCKED TO PAY FOR THE GOODS REFERRED TO IN TRANSACTION CODE NUMBER xxxxxxxxxxxxxxxxxxxxxxx.. BANK. (Signature) Name: (POSITION EG, MANAGER/PRESIDENT) PIN CODE No....BANK. (Signature) Name: (POSITION EG, MANAGER/PRESIDENT) PIN CODE No. Page 8 of 7