Document No.

POTENTIAL/0267/25
Date July, 21th, 2025

SALE AND PURCHASE AGREEMENT CONTRACT

FOR THE PURCHASE OF RAW GOLD (AU) BARS

CONTRACT NUMBER:
POTENTIAL-AU-2025/JULY/0267

JULY 21th, 2025

This contract for the sale and purchase of gold bars (AU) is entered into in Dubai by the
Seller and the Buyer hereinafter named:

COMPANY NAME: CONGO BUSINESS SOLUTIONS SERVICES

ADDRESS: AV. DE LA PAIX, BLD. SCOGELE No.7, LIKASI PROVINCE,

HAUT-KATANGA,

COUNTRY: DEMOCRATIC REPUBLIC OF CONGO

OFFICER/REPRESENTED BY: Mr. RICHARD YVON TUEMA

DESIGNATION/TITLE: MANAGING DIRECTOR

PASSPORT NO: EN146908
ISSUE DATE: 05/01/2024
EXPIRATION DATE: 05/01/2031
TEL / FAX: +243 998 374363
E-MAIL: [email protected]

Herewith referred as “SELLER

AND
COMPANY NAME: ****

ADDRESS: ****

COUNTRY: ****

OFFICER/REPRESENTED BY: Mr. Mrs.

DESIGNATION/ TITLE: CEO

PASSPORT NO:

ISSUE DATE:

EXPIRATION DATE:

TEL NO: +

E-MAIL:

Herewith referred as “BUYER”

IN GOOD CONSIDERATION OF THE WARRANTS, PROMISES AND MUTUAL COVENANTS

HEREIN
SET FORTH, BOTH PARTIES UNDERSTAND AND AGREE UPON THE TERMS AND CONDITIONS
FOR THE SALE AND PURCHASE OF THE Precious Metal Au, 96% plus (Ninety-six PERCENT
MINIMUM), 23 kt+ HEREAFTER REFERRED TO AS “GOLD BAR” OR “COMMODITY”, AS
FOLLOWS:

WHEREAS, Both Buyer and the Seller, companies, and their authorized representatives whose
signatures appear herein, were all duly given full corporate authority by their respective
company to enter into the present sale and purchase agreement (hereinafter "SPA"), and have
duly complied with all the legal formalities and requirements of laws of their respective countries
for this type of SPA, and further agree to be bound by the International Chamber of Commerce
(ICC), Paris, and other internationally applicable commercial laws on matters related to contract
dispute and resolution.
WHEREAS, both parties, companies, and their authorized representatives whose signatures
appear herein, were all given full corporate authority by their respective company to enter into
this sale and purchase agreement (hereinafter "SPA"), and have complied with all the legal
formalities and requirements of laws of their respective countries for this transaction,

WHEREAS, above named parties and their respective signatories hereby desire to enter into and
to execute this SPA for Sale and Purchase of Gold Bar (hereinafter "Commodity") based on
specific description, terms and conditions as set forth below.

WHEREAS Buyer wishes to purchase Seller's Gold Bars as per Agreement for the agreed price
and terms herein agreed, in this Sales and Purchase Agreement.

WHEREAS; Seller, under full authority and responsibility, declares that he has the clear and
qualified right to sell the Gold (AU) Bar at his free disposal and that he guarantees that he has
the means and/or the sources to legally export the Commodity to any other Origin at buyer’s
request, here established at any International Airport free zone.

WHEREAS; Buyer and the Seller agree that this SPA is fully executed only after the Buyer and
the Seller countersign this SPA.

WHEREAS; Buyer declares under full authority and responsibility that he has the funds
available and can facilitate a financial capability to purchase the Commodity and wishes to
purchase the Gold (AU) Bars under the following terms and conditions with clean funds, freely
tradable and not of criminal origin.

WHEREAS; Buyer and the Seller agree that this Agreement is Transferable, Assignable by either
the Buyer or the Seller.
NOW THEREFORE: in mutual consideration of the covenants of the parties and the terms and
conditions herein contained, the parties agree as follows:

1. COMMODITY SPECIFICATIONS & QUANTITY

A) COMMODITY AURUM (AU), GOLD BAR

B) FORM Gold bars 1

C) PURITY 23 carats +
D) FINENESS 96% +
E) ASSAY Final assay to be made at and by buyer’s preferred
refinery.
The value on the final assay report shall be
accepted by both buyer and seller
F) ORIGIN East-Africa,
G) PACKING Export package boxes or any other suitable
internationally accepted packaging
H) AGREEMENT Rolls and extensions up to 1 year.
DURATION
I) QUANTITY 3,000 Kgs / Available
600 Kgs or More / per month
After a successful trial of 600 kgs

J) DELIVERY First delivery – End of July 2025

SCHEDULE
L) DELIVERY CIF – Buyer destination or Any International Airport
DESTINATION free zone
M) PRICE USD 65,000 per kg / 5,000 Commission per Kg.

N) PRODUCT Clean, clear, no liens and non-criminal origin

HISTORY

2. DELIVERY: The delivery of the Commodity per this Agreement shall be CIF Buyer
Destination or Any International airport free zone, afterwards there will be customs
clearance by the buyer’s agent and transport to the buyer’s refinery/lab in the country of
destination.

3. SHIPMENT AND DELIVERY

3.1 The herein specified Commodity is packed in boxes (smelter/assayer's standard)
internationally accepted.
3.2 We will provide Buyer with copies of the following documents by fax or email
twenty-four (24) hours prior to shipment:
 • Shipment Reference
• Number of Boxes (Packing List)
• Gross Weight
• Net Weight
• Estimated Fine Gold Content
• Detailed Packing List
• Master Airway Bill Number
• Flight Number
• Date and estimated time of arrival
• Copy of invoice addressed to the buyer, duly stamped and signed by seller
• Certificate of origin
• Certificate of ownership
• Copy of export permit
• Copy of non-criminal origin (NOC)
• Local assay report indicating the purity, weight and quantity of the gold (AU) bars

3.3 DELIVERY DATES

The Seller shall inform the seller after the Booking is done.

4. PRICE:

4.1 Fix price of 65,000$ per Kg / Included 5,000$ per Kg/ Commission

5. GUARANTEE – PAYMENTS :

5.1 The buyer will issue a proof of fund to the seller, amount should be capable to
cover the invoice in the country of destination.
5.2 The SPA shall be seen as guarantee is enforceable and activated if the
Buyer/Purchaser does not meet his financial obligations for the purchase, if buyer
fails to pay on delivery, the seller will present the case to the authority for payment.
5.3 For the first tranche, the facilitation required is the proof and ability to be able to
buy.

6. PROCEDURE :

6.1 The Buyer completes the final SPA draft and returns it to the Seller.
6.2 The Seller signs, seals, and codes the Agreement and returns it to the Buyer completed
and signed.
6.3 The Buyer and the Seller lodge the signed Agreement with their respective Banks.
6.4 The Buyer can send a Buyer’s Representative on the ground to confirm the availability
and quantity of the product.
6.5 The seller will issue proof of the product (POP) available in the exporting country in the
form of a safe-keeping receipt (SKR) verifiable by the security house. The Seller will
provide a copy of the Assay Report as proof of the quality (carat, purity) of the product.
6.6 After satisfactory inspection at the Government Geological, Buyer shall cover the
Government taxes and Paperwork.
The amount paid by the buyer will be deducted at the final payment.
6.7 The seller shall give a collateral to the buyer for the agreed received amount.
A collateral of +/- 60 kgs will be given and shall be kept at a Government Recognize
Security house in Kampala.
6.8 The Seller agent shall prepare the exportation document in 3 to 4 working days.
6.9 The Seller sends the Airway Bill (PRIVATE JET/COMMERCIAL LINE NUMBER AND
ARRIVAL DATE AND TIME) and any related export documents (see article 6) to the Buyer
48 hours before effective delivery. Please use commercial airline.
6.10 The buyer with its agent organizes the customs declaration based on the export
documents, ALONG with Air waybill and invoice received from Seller.
6.11 Delivery and communication to the Parties of the final assay report by the Refinery will be
done immediately after completion of the refinery process, per agreement with the Buyer’s
refinery.
6.12 Issuance by the Seller to the Buyer of the Final Commercial Invoice, for an amount equal
to the Purchase Price (as per Article 2), adapted to the results of the assay report minus
the agreed discount.
6.13 The Buyer shall, within 48 hours from the date of issuance of the final assay report by the
Refinery.

(a) Pay through wire transfer the Purchase Price to the Seller for each respective shipment of
Commodity to the bank account designated by the Seller in Article 10 herein; and

(b) Pay through wire transfer MT103 or USDT.

6.15 Payment to the intermediaries shall be done simultaneously with the payment done to the
seller.
6.16 Once payment to all parties has been received to all parties, the transfer of Ownership to
the seller will be made.
6.17 All payments will be done in Euros, Dollars or USDT.
Except in cases of force majeure, any failure or delay from the Buyer in one of the above
conditions allowed the Seller to stop the following shipments and terminate this SPA
pursuant to Article 14.

7. PAYMENT TERMS AND CONDITIONS:

1. Payment for the Commodity will be made by SWIFT MT 103 to the Seller's bank, in clean,
clear currencies of non-criminal and non-terrorist origin, within 24/48 hours from the day of
the acceptance of final assay report by buyer and seller, and after the issuance of the final
invoice issued by the seller as per value of gold 999+ in the final assay report.

2. The Seller or seller’s designated entity will transfer respective ownership of agreed
contractual price shown in the final invoice simultaneously to buyer’s bank payment.

3. Costs and delivery: Seller will be responsible to deliver the goods CIF at Buyer Choice or any
International airport free zone, by utilizing his export license.
Buyer will pay all import taxes, Customs Clearance and any other charges to be paid at Buyer’s
final destination and all required charges at buyer’s refinery/lab at the country. where the gold
(AU) bars will be delivered.
Seller and buyer will meet at Buyer destination or any international airport free zone where the
gold bars will be delivered via cargo.

8. DOCUMENTS
The Seller shall provide the following documents to the Buyer at the arrival of the shipment:

1. Three originals of Commercial Invoices in favor of the Buyer, duly signed and stamped
by seller.
2. Certificate of Origin.
3. Certificate of Ownership in the name of the Buyer, authenticated by a notary.
4. Government Assay Report
5. Custom’s declaration form supplied by the Seller.
6. Declaration that the Commodity is free and clear and of non-criminal origin,
unencumbered and free of any liens, transferable and exportable. (NOC).
7. Export Permit.
8. Original copy of Airway bill marked “air freight Pre-paid, flight number and date of
arrival.
9. Gross weight and net weight.
10. Certificate of Insurance.
11. Packing list.

The documents shall be written in English or French and addressed to the Buyer. All the
certificates will be in the buyer’s name.
Copy of this documents will be sent to the buyer via email **************** 24 hours prior to
arrival at Any international airport free zone

9. PROCEDURES FOR TRANSACTION:

1. Buyer and Seller execute the SPA via email, they countersigned and stamped it and
exchange the original via e-mail.

2. Seller will prepare all export documents, Buyer shall pay the export taxes, pay customs
clearance at the origin point and transport the gold bars CIF buyer destination or any
international airport free zone, by procedures cargo, where the Buyer‘s shipping agent
will clear the shipment through customs and will complete the delivery to Buyer’s
designated refinery/lab.

3. Buyer’s Refinery/laboratory will assay the gold (AU) bars and issue the final assay
report to be accepted by the buyer and the Seller.

4. The Seller/seller’s representative will prepare and give to the Buyer the final commercial
invoice based on the final assay report submitted by the designated refinery.

5. As specified at point 5, within 24/48 hours from the acceptance of final assay report by
buyer and after the issuance of the final invoice issued by the seller as per true value
999+, the Buyer will make the payment to the Seller’s bank via irrevocable SWIFT MT
103, bank to bank. Simultaneously to the payment the title of the goods will be
transferred from seller to buyer.

10. TITLE OF GOODS

1. The title of the Commodity shall pass from the Seller or Seller's Designated Entity
to the Buyer or Buyer's Designated Entity simultaneously with the payments of the final
invoice made in accordance with the relating Final assay report.

2. Seller or Seller's Designated Entity confirms and warrants that the Title of the
Commodities to be sold herein will be free and clear of any and all liens and/or
encumbrances and of legal origin.
 11. WARRANTIES BY THE SELLER AND BY THE BUYER:

1. Seller warrants that the Gold Bars can be shipped in your country of destination
and anywhere in the world without restrictions.

2. Seller agrees to sell and deliver to the Buyer under the Terms of this Agreement the
delivery of Gold Bars, shipment as mutually agreed by Buyer and Seller.

3. The Seller agrees to be paid in cash or by wire in the country of destination at the
place of delivery as agreed between the parties.

4. Seller warrants that the Gold (AU) Bars are legally acquired, and that there was no
infringement or violation whatever of any laws and/ or regulations from the country of
origin or of any other country that may apply to the history of transfer of ownership
from the mining and production and to the moment that ownership of the Gold Bar
passes to Buyer.

5. The Seller covenants that Gold (AU) Bars to be sold is of standard good
international accepted and it does not contain any dangerous content such as
radioactivity, mercury, arsenic, cyanide or any other dangerous chemical elements or
metals that cause harm to the environment or humans. The Seller shall be the only
responsible in case of dangerous/toxics content and will repay the Buyer of the costs
incurred for Customs Clearance of those toxic gold (AU) bars, Transport to Refinery/lab
and costs of refinery, in case this dangerous content should make it impossible for the
gold (AU) bars to be used and sold.

12. GENERAL CONDITIONS:

1. The SELLER and BUYER each declare into one another that the Gold Bar offered herein
for sale, and the origin of the funds used for purchasing the Gold Bar commodity, DO
NOT contravene:

2. The Drug Trafficking Offenses Act 1986,

3. The Criminal Act 1988, The Prevention of Terrorism (Temporary Provisions) Act 1989,

4. The Criminal Justice (International Co-operation) Act 1990, The Criminal Justice Act
1993, the Swiss criminal laws.

5. The Money Laundering Regulations 1993, and The U.S.A. Patriot Act of 2001-2006, or
any other law related to any illegal or criminal activity. And accordingly, each party to
this agreement indemnifies each other against an such allegations which, may or may
not be made in the future.

To the best of his knowledge each party declares that, no specially designated nation,
terrorists groups or organizations or governments that promote terrorism, specially
designated narcotics traffickers, terrorist organizations, terrorists groups of pirates
operating in the seas or oceans around Africa and Asia, blocked persons, or targeted
countries, as designated by the U.S.A. office of foreign assets control is now or will
hereafter (1) be a party to this transaction or (2) share in any benefits of this transaction
payments. And none of these parties will receive any financial support from the payment
for this Gold Bar transaction.
 13. SPECIAL PROVISIONS

1. The Seller will instruct his representative to authorize the opening of the crates, in
the presence of a custom’s official and a Buyer’s representative, at the destination airport,
for verification purposes. If the Seller doesn’t send a representative to accompany the Gold
Bars, the Seller agrees to provide, upon Buyer’s request, the Buyer with a letter of
authorization to open the crates in the presence of a custom’s official for verification
purposes.

2. This SPA contains the full SPA and entire understanding of the parties herein with
respect to the subject matter hereof and supersedes all prior and contemporaneous
understandings of parties with respect to the same subject of this SPA.

3. This SPA shall be accepted to be legal and binding by both parties if executed and
sent by fax and/or E- Mail direct to the parties concerned at the numbers contained
within this SPA.

4. This SPA is fulfilled electronically, signed digitally, and is serving as original

whereupon it remains binding upon the parties hereto, their assigns and successors and
is signed with full authority to act.

14. FORCE MAJEURE

Neither party shall be liable in damages or have the right to terminate this SPA for any
delay or default in performing hereunder if such delay or default is caused by conditions
beyond its control including, but not limited to Acts of God, Government restrictions
(including the denial or cancellation of any export or other necessary license), wars,
insurrections and/or any other cause beyond the reasonable control of the party whose
performance is affected.

Neither party shall be liable for any failure or delay in performance under this SPA (other
than for delay in the payment of money due and payable hereunder) to the extent said
failures or delays are proximately caused by causes beyond that party's reasonable control
and occurring without its fault or negligence, including, without limitation, failure of
suppliers, sub-agreements, and carriers, or party to substantially meet its performance
obligations under this SPA, provided that, as a condition to the claim of no liability, the
party experiencing the difficulty shall give the other prompt written notice, with full details
following the occurrence of the cause relied upon. Dates by which performance obligations
are scheduled to be met will be extended for a period of time equal to the time lost due to
any delay so caused.

15. NON-CIRCUMVENTION [NC & ND] AS PER I.C.C. RULES:

Buyer and the Seller hereto agree not to circumvent any of the parties in any manner for
five years (5 years), whether directly, or indirectly, with reference to this transaction, or
the selling and purchasing of the stated Dust. The property rights of introducing parties
for this transaction to be possible shall be honored by the signatories to this agreement,
and the agreed professional fees to intermediaries and facilitators shall be paid to the
beneficiaries.

The parties agree to keep confidential all information about the parties to this agreement
and about the bank and the transaction. Seller and Buyer agree to abide by the
Customary International Rules established by the International Chamber of Commerce
(Paris, France) Model Occasional Intermediary Agreement (Non-Circumvention and Non-
Disclosure) for a period of ten (10) years from the date hereof. Said non-circumvention and
non-disclosure shall include, but not be limited to communicating with each other’s
 banks, representatives, customs brokers or mandate(s). The understanding and accord of
this subparagraph will survive the termination of this SPA.

16. BINDING AUTHORITY:

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

17. BANK COMMUNICATION:

Any unauthorized communication with either party’s bank/ bank officer will give the
affected party the right to void and cancel this contract. The Seller and the Buyer are not
authorized to call or contact the other party’s bank or bank officers without the
authorization from the other party. Banking days refer to SA Banking Code / Banking
Business Days. It is imperative that no party contact the other party’s bank without full
permission of the party.

SELLER BANK ACCOUNT TO RECEIVE THE WIRE TRANSFER (MT 103)

24. BANK NAME ECOBANK UGANDA

ADDRESS ENTEBBE TOWN BRANCH

ACCT. NAME WASHA LIDJIWE INVESTMENT LIMITED

ACCT. NUMBER 7202501974

SIWIFT CODE ECOCUGKA

BRANCH ENTEBBE

USDT ADDRESS:

Network TRC20: TNiuHM1subBKJYLNz7Dc7UirsgesGnxmkF

18. DELIVERY OF CONTRACT:

It is agreed that this agreement shall be deemed delivered upon receipt of any electronic
transmittal copy /facsimile copy or copies hereof that bears the signature of the other
party (ies). Such copy/copies and related documents are deemed as legally binding as
delivered originals.
 19. ARBITRATION :

Any dispute arising shall be settled amicably if possible. I.C.C. Paris France will be
followed. Laws, Jurisdiction and venue in Dubai or any International Finance Centre. Each
party agrees to bind itself to the ruling of the court or arbitrator.

20. MODIFICATION OF AGREEMENT :

Except as otherwise provided in this document, this agreement may be modified,
superseded, or voided only upon the written and signed agreement of the Buyer and the
Seller. Further, the physical destruction or loss of this document shall not be construed as
a modification or termination of the agreement contained herein.

21. SELLER’S AND BUYER’S SIGNATURES ON THE CONTRACT :

IN WITNESS WHEREOF, The undersigned have read this document and had advise of its
legality and after understanding the content of this contract written in the American
English language, by knowledge of the language or by professional translation to the
party’s language and legal advice and each party initialed all the pages of this contract
and, fully understands and agrees that its execution constitutes an acceptance of all of its
mutually protective covenants, terms and conditions, and is lawfully binding upon the
“Parties”, and their legal heirs, successors, representatives, and designee and assignees.
And the signatories warrant that they have read and understood the responsibilities and
obligations indicated in this contract by signing this document and attest that they have
signed this Contractual Agreement in their duly authorized and lawful capacity of their own
free will, on the date indicated by each signatory’s signature below. Annex A, B, C, D are
part of this S.P.A: copy of seller’s passport, copy of buyer’s passport, copy of seller’s export
license, copy of buyer’s trading license.

SELLER and BUYER have caused this Contract to be executed by their duly
authorized representatives

SELLER BUYER
WASHA LIDJIWE INVESTMENTS LTD ****

______________________________________
____________________________ Name: Mr.
Name: MR. RICHARD YVON TUEMA Title:
Title: MANAGING DIRECTOR
Date: 21 – 07 – 2025 Date:

ANNEX A:
SELLER’S PASSPORT
SELLER’S CERTIFICATE OF INCORPORATION

ANNEX B:

BUYER’S PASSPORT
BUYER’S CERTIFICATE OF INCORPORATION