SALE AND PURCHASE AGREEMENT FOR ALLUVIAL CONCENTRATE /

DORÉ BARS Pre-LINGOT

POWER OF ATTORNEY

Mr. ……………………..,

Majority Shareholder of ………………………….

Duly authorizes

XXXXXXXXXXXXX,

The person for and on behalf of ………………………….,

(Hereinafter referred to as the "SELLER"),

To have complete power and authority to sign

Contract No 2010/01/31

Between ……………………

And
(THE CONTRACTOR)

Mr. ……………………….. bears witness to this Contract.

Seal:

Signature:

Signed in……….. On this the day ……of March 2010

SALE AND PURCHASE AGREEMENT FOR ALLUVIAL CONCENTRATE / DORÉ BARS pre-LINGOT
PAGE 2

THIS AGREEMENT IS ENTERED INTO BETWEEN

……………………………….

………………………………, address : ,
exporting licence N°
registered ../.. ….

(Hereinafter referred to as the “Seller”)

AND

THE CONTRACTOR

(Hereinafter referred to as the “Buyer”)

Initials Buyer Witness Seller Witness

CONTRACT No. 2010/3/003

TRANSACTION CODE: GRE-BUR-210
SELLER'S CODE: ARP-BUR- 105
BUYER'S CODE: XXXX-MRU-001
BANK GUARANTEE No: TO BE ISSUED
SALE AND PURCHASE AGREEMENT FOR ALLUVIAL CONCENTRATE / DORÉ BARS pre-LINGOT
PAGE 3

IN RESPECT OF THE SALE AND PURCHASE OF ALLUVIAL CONCENTRATE / DORÉ BARS

Effective date
This SALE AND PURCHASE AGREEMENT (the
"Agreement") is made effective as of ……….. March
2010

Seller’s
domicilium address :
exporting licence N°
citandi et
registered .. /.. ….
executandi Contact Person:
Telefax: + NIL
Mobile: +

AND

Buyer’s THE CONTRACTOR

domicilium
citandi et
executandi

Commodity Gold Alluvial / Doré Bars

Seller ……………………….. a company fully registered

undertaking in the Republic of Burkina Faso with its principal
place of business at Avenue de la Resistance du 17
Mai, Immeuble Salif, Dere 2nd etage , represented by
TIGAHIRE PASCAL or XXXXXX (the principal) the
undersigned, duly authorized person for and on
behalf of the Party, (hereinafter referred to as the
"SELLER"), and who has the complete power and
authority to sell and deliver the requested
commodity within the execution of this Agreement,
Buyer
undertaking The CONTRACTOR XXXXXXXX

the undersigned, duly authorized director for and

on behalf of the Party, (hereinafter referred to as
the "BUYER"), and who has the complete power

Initials Buyer Witness Seller Witness

CONTRACT No. 2010/3/003

TRANSACTION CODE: GRE-BUR-210
SELLER'S CODE: ARP-BUR- 105
BUYER'S CODE: XXXX-MRU-001
BANK GUARANTEE No: TO BE ISSUED
SALE AND PURCHASE AGREEMENT FOR ALLUVIAL CONCENTRATE / DORÉ BARS pre-LINGOT
PAGE 4

and authority to purchase the requested commodity

within his execution in this Agreement,

Preamble PREAMBLE

WHEREAS, the BUYER warrants that he is a duly

authorized representative and has the capacity to
purchase from the SELLER who warrants that he
has the authority to sell Gold Alluvial Concentrate
(the Commodity"), to be delivered Free Zone-
customs, at XXXXXXXX International Airport
(Country)

WHEREAS, the PARTIES hereto hereby agree in

furtherance of the aforementioned purpose and any
ambiguities in this AGREEMENT should be
interpreted in a manner, which furthers the under
mentioned, and for good and valuable
consideration, the undersigned Parties agrees to the
stipulated terms and conditions construed in this
AGREEMENT.

NOW, THEREFORE, in consideration of the mutual

covenants and conditions set forth herein, the
Parties hereto agree as follows:

1 GENERAL DEFINITIONS

Commodity 1.1 COMMODITY

Gold Alluvial Concentrate / Doré Bars

Typical 1.1.1 Specification (typical analysis)

specification
83 – 95% Pure Gold Content ( 20 a 23 Carats
and more)

Size of ore 1.1.2 Physical composition

Doré Bars ( 1 to 5 Kg )

Initials Buyer Witness Seller Witness

CONTRACT No. 2010/3/003

TRANSACTION CODE: GRE-BUR-210
SELLER'S CODE: ARP-BUR- 105
BUYER'S CODE: XXXX-MRU-001
BANK GUARANTEE No: TO BE ISSUED
SALE AND PURCHASE AGREEMENT FOR ALLUVIAL CONCENTRATE / DORÉ BARS pre-LINGOT
PAGE 5

1.2 QUANTITY

50 Kg Monthly contractual for 12 Months,

with possible rolls and extensions.

Contract 1.2.1 Quantity

Quantity
100 Kilograms per month.
Period of contract: 12 (Twelve) calendar
months; total quantity of this contract:
1200 Kilograms.

Loading port 1.2.2 Loading

First trial of 05 Kg thereafter 200 Kg
monthly x 12 months.

1.2.3 Country of origin

The country of origin would be West Africa,
BURKINA FASO

2 PRICE

Accordingly of the receipt of Consignment

in the nominated Refinery in
(DESTINATION) and after satisfactory
Assay & Smelting has been conducted by
the Buyer (minimum Purity of 20 Carats
plus); Price to be based on the LBMA fixing
on the Day of the Transaction, however if
said due date falls within a Public Holiday
the next Working day will automatically
applied.

Price basis 2.1 Price basis Currencies

All prices used in this agreement to be in
€EURO, USD$, STERLING POUND£

Contract value 2.2 Contract mass

The total mass of the contract is 1200
Kilograms over 12 months.

Initials Buyer Witness Seller Witness

CONTRACT No. 2010/3/003

TRANSACTION CODE: GRE-BUR-210
SELLER'S CODE: ARP-BUR- 105
BUYER'S CODE: XXXX-MRU-001
BANK GUARANTEE No: TO BE ISSUED
SALE AND PURCHASE AGREEMENT FOR ALLUVIAL CONCENTRATE / DORÉ BARS pre-LINGOT
PAGE 6

Price 2.3 Price determination

determination
Purity (Au) : 3,5% below the adjusted
London Fixing; Payable within 48 Hrs from
receipt in the Buyer’s Nominated Refinery
and after satisfactory Assay has been
conducted by the Buyer on arrival at its
own cost without delays, deduction or
withholdings of any taxes.

3 PAYMENT
By bank transfer or swift after assay report
as determined in clause 2 and clause 3.2.1

Bank 3.1 Bank Guarantee

Guarantee
The Buyer shall open BG (first demand
guaranties) within Seven (07) banking days
after Buyer receives Seller’s signed copy of
this agreement, through NAME OF THE
BANK (Enclosed Banking Coordinates), as
per Payment Terms mentioned in clause 3
above in favour of the Seller for an amount
in (EUROS) sufficient to cover 100% (one
hundred percent of monthly consignment.

All bank charges relating to the issuing of this Bank

Guarantee are for the buyers account.

The object of this procedure is to allow the Seller to

have all facilities from his Bank who could provide
better conditions and better price for the Buyer.
The Buyer’s Bank shall communicate directly with
the Seller’s Bank to establish the Banking Guarantee
well known as a First Demand Guarantee
confirmed, irrevocable, unconditional. The Banking
Guarantee shall be sent to the Seller’s Bank before
starting any operations. This Guarantee shall cover
a minimum and shall be effective for One year and
then extended to one (1) year the whole duration of
the contract, one (1) year renewable with the

Initials Buyer Witness Seller Witness

CONTRACT No. 2010/3/003

TRANSACTION CODE: GRE-BUR-210
SELLER'S CODE: ARP-BUR- 105
BUYER'S CODE: XXXX-MRU-001
BANK GUARANTEE No: TO BE ISSUED
SALE AND PURCHASE AGREEMENT FOR ALLUVIAL CONCENTRATE / DORÉ BARS pre-LINGOT
PAGE 7

contract.

3.2 Payment method

As stated in Clause 3 above

Provisional 3.2.1 Payment

payment
The payment shall be made to Seller as per
Seller's invoice adjusted on the
London fixing within 48 Hrs after Smelting
and Assay has been satisfactorily conducted
in the Buyer’s nominated Refinery (refer to
3 above) and (refer to 1.1.1) LBMA

Documents for 3.2.1.1 Documents for payment.

provisional
payment - Invoice
- Custom Clearance Taxes Burkina Faso
- Weighting Certificate
- Title of exportation
- Seller will advise Consignee/Buyer 48
Hrs before Flight: Boarding Date/
Number of Parcels and Content with
full details / Name of Logistic Company/

Performance 4.2.1.2
Bond
IF REQUESTED, Seller may establish a 2%
Performance Bond
in Favour of the Buyer within 5 Banking
Days after Receipt of the confirmed Bank
Guarantee

4 SAMPLING AND ANALYSIS

Initials Buyer Witness Seller Witness

CONTRACT No. 2010/3/003

TRANSACTION CODE: GRE-BUR-210
SELLER'S CODE: ARP-BUR- 105
BUYER'S CODE: XXXX-MRU-001
BANK GUARANTEE No: TO BE ISSUED
SALE AND PURCHASE AGREEMENT FOR ALLUVIAL CONCENTRATE / DORÉ BARS pre-LINGOT
PAGE 8

4.1 At Refinery

Buyer The Buyer may, at the Buyer’s expense, have

attendance its representative(s) present when
conducting the assay in the nominated
Refinery.

7. TRANSFER OF TITLE AND RISK

All risk of loss, damage or destruction

respective to the AU delivered shall pass to
the buyer(s) once good is cleared from
customs.

8. FORCE MAJEURE

8.1 In the event of delivery of all or part thereof

under this contract being obstructed and/or
delayed due to or resulting from cause or causes
beyond the control of seller and buyer, such as
war hostility, military operation of character,
civil commotions, sabotage, quarantine
restriction, acts of government, fire, floods,
explosion, epidemics, blockades, revolutions,
insurrection, mobilization, strikes, lockouts,
riots, act of god, seller or buyer shall be relieved
of the responsibility for performance of this
contract as per sub-paragraph 3 hereinafter to
the extent to which such performance has been
obstructed.

Delivery 8.2 The party declaring a force majeure shall during

obstructed the duration of such force majeure condition

Initials Buyer Witness Seller Witness

CONTRACT No. 2010/3/003

TRANSACTION CODE: GRE-BUR-210
SELLER'S CODE: ARP-BUR- 105
BUYER'S CODE: XXXX-MRU-001
BANK GUARANTEE No: TO BE ISSUED
SALE AND PURCHASE AGREEMENT FOR ALLUVIAL CONCENTRATE / DORÉ BARS pre-LINGOT
PAGE 9

uses its best effort to resume the performance of

its obligations under this contract with the least
possible delay and such party shall always
advise the other party of detailed progress of the
event of force majeure and the prospect of
settlement of such event and of the resumption
of the performance of its obligations under this
contract prevented by any such cause or causes
hereinabove mentioned.

Advice to 8.3 In the event that the duration of the

other party postponement of this contract mentioned
herein exceed three (3) months, the other party
shall have the option to cancel this contract in
respect of the non-delivered quantity or extend
the period of Delivery by mutual agreement.

9 ARBITRATION & JURISDICTION

Non
performance The parties hereby agree to settle all
& discrepancies amicably. If settlement is not
Dispute reached, the dispute in question shall be
resolution subject to and construed in accordance with
the laws of the xxxxxxx (Name of the
country) based on the NCND Agreement
regarding exclusively the main purpose of
this PA for this transaction in particular;
and the parties submit to the jurisdiction of
this Court.

10 VALIDATION AND ALTERATION

Contract
validation This contract shall become effective when
the duly authorized representatives of Seller
and Buyer sign thereon.

Any change, modification in or addition to

the terms conditions of this contract shall
become effective when confirmed by both
seller and buyer in writing

Initials Buyer Witness Seller Witness

CONTRACT No. 2010/3/003

TRANSACTION CODE: GRE-BUR-210
SELLER'S CODE: ARP-BUR- 105
BUYER'S CODE: XXXX-MRU-001
BANK GUARANTEE No: TO BE ISSUED
SALE AND PURCHASE AGREEMENT FOR ALLUVIAL CONCENTRATE / DORÉ BARS pre-LINGOT
PAGE 10

Facsimile copies will be deemed as original

and will be confirmed by dispatch of the
original signed documents by any party to
the other party

NCND 11 NON CIRCUMVENTION & NON

DISCLOSURE

The undersigned Parties hereby accept and

Agree to the ICC Provisions of Non-
Circumvention and Non-Disclosure with
Regards to all parties involved in this
Transaction, exclusively the main purpose of
this PA for this transaction in particular,
additions, renewals, and Third
Party Assignments with full reciprocation
For the duration of this contract (6) years
From the Execution of this Agreement.

12 JOINT DECLARATION

The Seller and Buyer Jointly declare that the

Concentrated Bullion Gold to be sold and
mentioned in this contract as well as the origin
of the Funds used to Purchase said Product
does not contravene the Following Laws:
“1986 Act on Drug Trafficking” ;
“ Criminal Act of 1988” ;
“ 1989 Act on Terrorism prevention (Temporary
dispositions)” ;
“1990 Act on Criminal Justice ( International
Cooperation)
“1993 Act on Criminal Justice ( 2001 American
Patriotic Act” ) ;
or any other Illegal or Criminal activities
thereof

13 BANKING COORDINATES

Seller’s bank 13.1 Seller’s Bank

Initials Buyer Witness Seller Witness

CONTRACT No. 2010/3/003

TRANSACTION CODE: GRE-BUR-210
SELLER'S CODE: ARP-BUR- 105
BUYER'S CODE: XXXX-MRU-001
BANK GUARANTEE No: TO BE ISSUED
SALE AND PURCHASE AGREEMENT FOR ALLUVIAL CONCENTRATE / DORÉ BARS pre-LINGOT
PAGE 11

details SELLER’S BANKING COORDINATES

Buyer’s bank 13.2 Buyer’s Bank

details
BANK COORDINATES

TO COMPLETE

Initials Buyer Witness Seller Witness

CONTRACT No. 2010/3/003

TRANSACTION CODE: GRE-BUR-210
SELLER'S CODE: ARP-BUR- 105
BUYER'S CODE: XXXX-MRU-001
BANK GUARANTEE No: TO BE ISSUED
SALE AND PURCHASE AGREEMENT FOR ALLUVIAL CONCENTRATE / DORÉ BARS pre-LINGOT
PAGE 12

Seller 13.1 Seller acceptance:

acceptance
Signed in……….. on this the ....... day of ,
MARCH 2010

Seller
MR. ………………………, Director

Passport number :
Country of issuance
Date of issuance

Buyer 13.2 Buyer acceptance

acceptance
Signed in.......... on this the .......day of
MARCH 2010

Buyer

Name in Block letters

Duly authorised as per Board Resolution

number________ dated___________
Country of issuance
Date of issuance

Initials Buyer Witness Seller Witness

CONTRACT No. 2010/3/003

TRANSACTION CODE: GRE-BUR-210
SELLER'S CODE: ARP-BUR- 105
BUYER'S CODE: XXXX-MRU-001
BANK GUARANTEE No: TO BE ISSUED