LOI N.

01
08/02/2019
To: Mr Chang.

We are authorises by our seller to submit its offer and put contact with any
potential buyer of “Raw Material” here un Europe. Show them any confirmation
of interest offer to purchase (FCO) presented on letterhead of the buyer or his
representative.

Terms and Conditions

Commodity : High Grade Ore (AU Commodity) Bar

Size : 12.5 Kg Bar

Quantity : 50MT, with rolls and extensions

Age : International accepted Less than 5 years

Delivery : 999.5/1000 or better F.O.B Hong Kong

First Tranche : 50MT- 200MT

Transaction Currency : To be mutually agreed (Refers to the lifting Schedule)

USD/EURO/HKD/CNY/THB

Price/ Discount rate : Gross Discount 11.0% based on the LBMA second fixing
Price

Documentations

1. Certificate of Purity

2. Commercial Invoice (4 copies)

3. Certificate of Ownership

4. Packing List

5. Deposit Receipt

6. Certificate of Origin

7. Taxes and Customs Clearance

8. Warehouse Safe Keeping Receipt (SKR)

Commissioners

listed in the contract and in the sub IMPFA:

• 7% BUYER
• 3% (1,5%+1,5%) commissioners
• 1% Sub IMPFA
• total 11%
Procedures

1. Buyer approver the below procedures and send his datas. Seller issues Full
Corporate Offer (FCO) to Buyer.

2. Buyer reviews, accepts and returns the signed FCO to the seller.

3. Upon acceptance by the two parties, both parties shall enter into the signing
of Sale and Purchase Agreement (SPA) and NCNDA/IMFPA electronically.
The Seller shall sign the SPA electronically with a solicitor and notary,
attached with passport copy of Seller’s signatory to the SPA.

4. The Buyer’s signatory counter-signs the SPA with a solicitor and notary also,
and return to the Buyer the Agreement, with copy of the signatory’s passport.

5. The Terms & Procedure in the signed SPA electronically, by both parties, is
final. Neither parties can make further negotiation to amend in any part of
duly signed SPA.

6. The SPA will be made into 04 (four) original copies, each retaining 01 (one)
copy and 01 (one) copy will be lodged with the respective bank officers or as
designated. Within 2 (two) banking day whereas Buyer’s bank officer shall
immediately take the initial step to contact Seller’s bank officer and request
Seller bank Officer to return the call and thus begin the bank to bank
dialogues. Within 5 (Five) banking days after both parties lodge the SPA into
their bank, The Buyer shall send POF via SWIFT MT799 to Seller’s bank in
the minimum amount: USD1000,000,000.00 (United States Dollar One Billion
only) or more. Otherwise, the sighed SPA shall be automatically rendered
null and void without any written notification.

7.The Buyer further agrees to provide the letter of power of Attorney for
XXXXXXXXXXXXXXXX, under Mrs. XXXXXXXXXXXX to work with the Seller’s
bank to verify and authenticate all related Buyer’s financial documents. This
letter of Power of Attorney is restricted to all necessary documents to prove this
operation value amount is covered.

8. The Buyer invite Seller/representative to TTM in Hong Kong. Both parties

shall do the following agreed procedures as state in No.9, No.10, No.11, No.12,
No.13, No.14, No.15, No.16 and No.17 below.

9. Both parties shall sign two (2) official SPA in wet ink before a solicitor
and notary.

10. Buyer and Seller exchange the involved confidential documents, listed
below.

a. Passport

b. Company Certification

c. Company’s Gold Trading License or Company’s Gold Export License, if exist.

d. Other related gold trading documents.

11. The Buyer has to deposit the cash in the amount of USD50,000.00 (United
States Dollars Fifty Thousand only) as the guarantee money to issue the
purchase order by blocking the said fund after sighting the gold in the
warehouse of Bank.

• The Buyer deposit the cash as performance guarantee at an escrow account

managed by a law firm chosen by both parties

• In case, the Buyer cannot perform in according with the signed SPA, TO
BLOCK THE FUND WITHIN 3 (THREE) BANKING HOURS AFTER
CONFIRMATION OF SIGHTING THE GOLD IN THE WAREHOUSE, this figure
must be forfeit and resulting in the Agreement being null and void without any
notification and without any conditions to claim and take a lawsuit against Seller
through the Court Arbitrators.

• Seller shall be able to refund this money of USD50,000.00 (United States

Dollars Fifty Thousand only) to Buyer within 02 (Two) days after the Buyer’s
Funds had been completely duly blocked and confirmed in writing by the Bank
officer of Seller’s Bank under Transaction Code : …………

• BUYER SHALL NOT LOSE 50K PB AND SHALL NOT NEED TO BLOCK
FUND, IF SELLER CAN NOT PERFORM.

12. Within the same day of cash PG is deposited to the Seller’s lawyer, the
Buyer/Buyer’s representatives will be invited to sighting the AU Commodity at
Seller’s designated place (warehouse in Hong Kong).

13. After sighting the gold in the warehouse, the Seller shall send the Proof
Of Product(POP) to the Buyer hand to hand, with a copy sent directly to the
Buyer’s email address.

14. Within 3 banking hours after sighting the gold, the Funds must be
immediately blocked for 30 days for payment guarantee of AU Metal under SPA
Transaction Code ………., otherwise, the sighed SPA shall be automatically
rendered null and void without any written notification.

15 The Seller’s bank shall then ISSUE A 2% PB to guarantee that the Seller is
able to deliver the AU Commodity to the Buyer at … …… … … … … refinery
within t h e committed time frame.

• In case, the Seller fails to deliver the AU Commodity to the Buyer at

designated refinery within committed time frame as mentioned in APPENDIX-D
. The Buyer shall have the rights to claim the cash of the 2% PB from the Seller
without any protest and/or objection.

16. The Seller deliver the AU Commodity to assay at the designated refinery
as per APPENDIX-D. If the Buyer want to assay in warehouse, the assaying
can be conducted by the expertise assayers, technology devices and all
expenses of the Buyer at Buyer’s costs. Upon completion of assaying, the
Seller and Buyer shall sign the Commodity Acceptance Letter for the AU
Commodity. After that, the AU Commodity will be packed and ready for delivery
to Buyer’s designated airport.

17. Up on completion of assaying, Seller’s and Buyer’s bank officers shall

jointly calculate the exact payment of the first tranche based on the LBMA 2nd
(p.m.) fixing of the price on the previous working day. Payment must be made
immediately in full amount to the Seller’s designated Account(s) by releasing
from the Buyer’s blocked funds account, telegraphic transfer(T/T) or cash
transfer.Then the SKR original copy and ownership certificate shall be
transferred to Buyer with all relevant documents as mentioned in Clause No. 2
above. Then the first delivery of AU Metal 50 MT is considered completed.

18. Further deliveries shall be made as the same as above-mentioned,

volume and frequency of lifts are to follow the agreed schedule by both sides
until the AU Commodity stated in the Agreement exhausted within 1 Month.

Grateful for the attention.

Kind regards.

Mr Marcelo Ap. Oliveira Pinto

PHOENCIA GROUP N.V. SURINAME / PHOENCIA EURO LDT LONDON.