Seller’s Initial Buyer’s Initial Page 1 of 8 LETTER OF OFFER Our Ref. No.: SWK-20230905-020 Date: 5 th September, 2023 To: THE RAZEEDLAND Via: MR. ZULKIFLI BIN MAT C.c: MR. VINCENT ONG Subject: Offer the General Terms, Conditions, and Working Procedure for theSales and Purchase of Precious Metal Dear Sir, We, the undersigned, Wise Sky (Thailand) Company Limited, a Managing Director hereby issue our Soft Corporate Offer with the given working procedure, terms, andconditions to confirm our readiness to execute and enter into a Sales and PurchaseAgreement (SPA) with the end-buyer, for the following product information: 1. COMMODITY: International Precious Metal HS71081200 in Bar Importable and ExportableWorldwide Original LBMA GD Bullion registered AU Bars in 1 kg and 12.5 Kgweight (LBMA GD Bullion expired) Customs tariff numbers/Harmonized System Codes: 7108. 71081200, 71081300 Packing: Export Packing/Pallet by Metal Strapping/Bubble Wrap & Insurance. 2. SPECIFICATIONS: A minimum purity of 99.95% or better. Note: Kg to Oz conversion: 32.1507466 (Fine Troy Ounce) to compute the Discount based on LBMAPricing Index. 3. QUANTITY & TERMS Shipment for 400 KG contract with rolls and extensions per year with Partial shipment allowed but not below 400 KG. If the buyer experiences an excess supply of gold, then the buyer has full rights to resell it to another vendor toremain in compliance with the tranche schedule.
Seller’s Initial Buyer’s Initial Page 2 of 8 4. SHIPMENTS: The First Trial Tranche will be 400 kilograms and subsequent lifts will be onthe schedule agreed by both parties as per Appendix 1. The payment to beaffected by DOCUMENTARY LETTER OF CREDIT (DLC) must cover 400 kilograms for the first shipment in order to obtain this price range. All bank- to-bank SWIFTS (No ATV) must be fully RMA established, authenticated, andconfirmed through the SWIFT headquarters in Brussels, Belgium, and the internal department of the ISSUING AND RECEIVING bank. REMARKS: In the event that the party or any of the parties or a third party involved in or signs this contract, any interference with SWIFT, SWIFT offline, fictitious SWIFT, off-ledger funds, misrepresentation of SWIFT, or violationof SWIFT will be reported (via their authorities. including Interpol, and a fineof 2% will be immediately compensated to the aggrieved party). 5. TRANSACTION PROCEDURES: 5.1. Seller issue SCO (this Letter): 5.2. Buyer signs SCO issues ICPO with full corporate and banking details, proof of fund (POF), and Company Profile: 5.3. Seller sends a draft SPA to the Buyer and opens for amendment 5.4. After mutual agreement at VIRTUAL TTM (electronics signature is acceptable). The Buyer and the Seller will sign and seal this Sales and Purchase Agreement (SPA) with their full banking coordinates. 5.5. Both parties shall then each lodge one original copy of this Sales and Purchase Agreement (SPA) with their respective banks. 5.6. The buyer's bank will send the seller's bank a SWIFT MT199 Pre-Advice withRMA activated and advise readiness to issue a Documentary Letter of Credit (Authenticated with Bank Compliance Qualified RMA) authenticated withRMA activated and confirmed via SWIFT's head office in Brussels, Belgium, at the face value of the purchased amount of 400 kgs of gold "expired, recyclable and used". 5.7. The seller's bank responds with Proof of Product (POP) via Swift MT600 within 3 banking days to confirm the product for a quantity of 400 kgs of "expired, recyclable and used" gold that is available and liftable.
Seller’s Initial Buyer’s Initial Page 3 of 8 5.8. Upon receipt of the POP via Swift MT600 from the seller's bank, the Buyer's Bank sends an authenticated Documentary Letter of Credit (Authenticatedwith Bank Compliance Qualified RMA) with RMA activated and confirmedviaSWIFT's head office in Brussels, Belgium (APPENDIX-F.) at the nominal valueof the lifting amount or 400 kgs of "expired, recyclable and used" gold totrigger and activate the seller's 2% Performance Bond. Upon activation, a hard copy POP document is to be sent via DHL International Shipping to theBuyer's bank comprising: 5.8.1. Deposit Confirmation Letter (DCL) with proof of ownership 5.8.2. Logistical Reports 5.8.3. Insurance Certificate Number: 5.9. With the invitation to the TTM, issued by the Depository, based on the Deposit Confirmation Letter, to inspect the first lift of 400 kgs. Alternatively, this invitation can be sent directly from the Depository to the Buyer. 5.10. The Buyer along with an assayer of your choice will then be invited to the Seller's security warehouse for a physical viewing/inspection of the amount of Precious Metal for the first tranche within 3 banking days. 5.11. Within 3 banking days of the physical inspection, the Setter will transport themutually agreed quantity to the refinery designated by the Buyer at the Seller's expense CIF/DDP END BUYER'S GOLD REFINERY IN OPTIONAL/COUNTRY] and the precious metal refining in the refinery of theBuyer will be at the Buyer's expense. After refinement and the Refinery Final Assay Report issued by the Buyer's refinery, the buyer will settle payment infull for an equal number of precious metals within 5 banking days to the Seller. The transfer of the Precious Metal Holder is made against the final payment. Then the title deed of an equal amount will be transferred to theBuyer, Payment will be made by MT103 Cash Transfer without any delay within 5 banking days after the issuance of the assay report by the Buyer's nominated refinery. Transfer of ownership from Seller to Buyer after receipt and acceptance of SWIFT MT103 by Buyer's bank. 5.12. This Rule is the main advantage of Seller's Protection in xxx. Private Refineries cannot be used and are not allowed to prepare assay reports to protect theSeller's Rights and Safety by the destination Country's Gold Import Rules. Theend buyer shall use the xxx Refinery in xxx for smelting.
Seller’s Initial Buyer’s Initial Page 4 of 8 5.13. In the event that the Seller shall fail to deliver any mutually agreed quantity to the Buyer's appointed refinery within 5 banking days of the expected date, the Buyer shall be entitled to terminate this Sales and Purchase Agreement (SPA) or written notice to the Seller, without prejudice to its right to claimpursuant to the 2% performance bond or penalty. 5.14. This Sales and Purchase Agreement (SPA) will be signed only in Thailand or the United Kingdom, or at Seller's designated place, or electronically. 6. EXAMPLES OF HALLMARKS AVAILABLE: EXPIRED, RECYCLABLE, AND USED goods, more than 5 years old, to be renovated/smelted into internationally accepted goods of purity of 99.95%to99.99%, with a gold certificate from mutually agreed Buyer designated refinery with well-known proper accreditation, For the sake of clarification, all International Precious Metal HS71081200 in Bar, whether it is less than 5years old or more than 5 years old, must first be returned to a mutually agreed Buyer designated refinery with well-known proper accreditation toavoid counterfeiting and for the process of refining or scanning, recycling, redemption, certificate renewal, and financial recovery before these international Precious Metal HS71081200 in Bars can be sold commercially. NO. BRAND SIZE ORIGIN 6.1 Umicore +/-12.5 KG/24K/40mm Belgium6.2 Royal Mint +/-1 KG/24K/9.2mm England 6.3 Baird & Co. +/-1 KG/24K/9.2mm England 6.4 Perth Mint +/-1 KG/24K/9.2mm Australia 6.5 PAMP SA +/-12./5KG/24K/40mm Switzerland 6.6 Metalor +/-12.5 KG/24K/40mm Switzerland 6.7 Valcambi +/-12.5 KG/24K/40mm Switzerland 6.8 Commerzbank +/-1 KG/24K/9.2mm Switzerland 6.9 Heraeus +/-1 KG/24K/9.2mm Germany 6.10 Argor-Heraeus +/-1 KG/24K/9.2mm Switzerland 6.11 RAND Refinery +/-1 KG/24K/9.2mm South Africa 6.12 Nippon Mining +/-1 KG/24K/9.2mm Japan 6.13 Mitsubishi +/-1 KG/24K/9.2mm Japan 6.14 Johnson Matthey +/-1 & 12.5/KG/24K Hong Kong 6.15 Emirates +/-1 KG/24K/9.2mm UAE 6.16 Degussa +/-1 KG/24K/9.2mm Germany 6.17 Logam Mulia +/-1 KG/24K/9.2mm Indonesia 6.18 LS Nikko +/-1 & 12.5 KG/24K South Korea 6.19 Nadir Metals +/-1 & 12.5 KG/24K Turkey 6.20 UBS +/-1 KG/24K/9.2mm Switzerland
Seller’s Initial Buyer’s Initial Page 5 of 8 6.21 Credit Suisse +/-1 KG/24K/9.2mm Switzerland 6.22 Etihad +/-1 KG/24K/9.2mm UAE 7. SELLING PRICE IS CALCULATED ON THE PREVIOUS MARKET OPENINGDAY: 7.1. Payment shall be affected by a Documentary Letter of Credit via SWIFT (Authenticated with Bank Compliance Qualified RMA) ISSUED FOR THE PRICEOF MINIMUM 400 kgs. 7.2. The Discount Price is GROSS, LBMA - 12%/ NET-9% to CIF/DDP END BUYER'SGOLD REFINERY IN [OPTIONAL/COUNTRY] per 1 Kilogram based on the previous market opening day, Second Price Fixing at the LBMA on the prior day of execution for Good Delivery Bars with a minimum grade of 99.95%AU. 7.3. In the event LBMA is not operating on that scheduled day, the price calculation shall be used based on the 2nd LBMA fixing of the Market openingday. Inclusive of Malka-Amit or Brinks Security Insurance. 8. CONSULTANCY FEE: 8.1. Total Commission is 3.0% of Selling Price Per Kilogram - PAID BY SELLER 8.2. 1.0% to Seller's Mandate (Closed) 8.3. 1.0% to Buyer's Mandate (Open) 8.4. 1.0% to the intermediaries (A/B) 9. PAYMENT: 9.1. In the event that the party or any of the parties or a third party involved inor signs this contract, any interference with SWIFT, SWIFT offline, fictitious SWIFT, off-ledger funds, misrepresentation of SWIFT, or violation of SWIFTwill be reported (via their authorities, including Interpol, and a fine of 2%will be immediately compensated to the aggrieved party). 9.2. The buyer can choose another type of payment guarantee provided that theRMA is qualified. 9.3. Following the issuance of Pre-advice SWIFT of the DLC and in order for thenon operative instrument to become operative. Sellers must send their full proof of product by M1600 Swift Message to Buyers' nominated banks. 9.4. All SWIFT must be RMA activated, qualified and established through SWIFTMT999 by Buyer's and Seller's Banking Compliance Decision prior to sendingSWIFT or Payment Guarantee. (Optional Buyer can issue direct payment guarantee with RMA enabled / qualified / established).
Seller’s Initial Buyer’s Initial Page 6 of 8 9.5. As a payment guarantee, the Buyer will issue an AUTHENTICATED, RMAENABLED, CASHBACK, IRREVOCABLE, NON-ASSIGNABLE, CONDITIONAL, NON- TRANSFERABLE AND NON-ASSIGNABLE via SWIFT MT700 or MT760 (Authenticate and Confirm via SWIFT Headquarters in Brussels, Belgium) totrigger the seller's MT600 and a 2% performance bond fromthe seller withthe face value of the FIRTS LIFT amount, prior to the seller releasing the product for delivery to the refinery for a new, final assay. 9.6. Based on the daily smelting capacity of the Refinery per day (Saturday, Sunday. and Public holidays not included). the Seller shall issue an invoicetothe buyer based on the daily Preliminary Assay Report. Buyer shall arrangepayment within five (5) banking days after the Final Assay Report is issued. 9.7. Payment is made to the seller via SWIFT MT 103 within five (5) banking days of the issuance of the final refinery assay report. Transfer of ownership fromSeller to Buyer after receipt and acceptance of SWIFT MT103 by Buyer's bank. 9.8. The buyer's bank will send the seller's bank a SWIFT MT199 Pre-advice withRMA activated and advise readiness to issue a Pre-advice SWIFT of a DLC(Authenticated with Bank Compliance Qualified RMA) authenticated withRMA activated and confirmed via SWIFT's head office in Brussels, Belgium, at the face value of the purchased amount of 400 kgs of gold "expired, recyclable and used". 9.9. The seller's bank responds with Proof of Product (POP) via Swift MT600 within 3 banking days to confirm the product for a quantity of 400 kgs of "expired, recyclable and used" gold that is available and lift-able. 9.10. Upon receipt of the POP via Swift MT600 from the seller's bank, the Buyer's Bank sends an authenticated IRREVOCABLE OPERATIVE CONFIRMED, NON- TRANSFERABLE, AND NON-ASSIGNABLE DLC (Authenticated with Bank Compliance Qualified RMA) with RMA activated and confirmed via SWIFT's head office in Brussels, Belgium (APPENDIX-F.) at the nominal value of thelifting amount of 400 kgs of "expired, recyclable and used" gold to trigger andactivate the seller's 2% Performance Bond. Upon activation, a hard copy POPdocument is to be sent via DHL International Shipping to the Buyer's bank comprising: 9.10.1. Deposit Confirmation Letter (DCL) with proof of ownership 9.10.2. Logistical Reports 9.10.3. Insurance Certificate Number
Seller’s Initial Buyer’s Initial Page 7 of 8 10. OWNERSHIP: Transfer of ownership from Seller to Buyer after receipt and acceptance of final quality assay report issued by Buyer's nominated refinery. 11. DELIVERY: CIF/DDP END BUYER'S GOLD REFINERY IN OPTIONAL/COUNTRY] 12. DOCUMENTS: 12.1. The Seller shall authenticate, declare, legalize, register, provide, and guarantee documents from government sectors and the seller's responsibilityfor each tranche/lift shall be accompanied by the following: 12.1.1. Certificate of Assay Report 12.1.2. Certificate of Ownership 12.1.3. AIR WAYBILL 12.1.4. Commercial Invoice 12.1.5. Tax certificates 12.1.6. Import-Export license 12.1.7. Certificate of Origin 12.1.8. Warehouse receipt and list of products 12.1.9. Customs Clearance Certificate The Buyer shall then issue ICPO having with full banking details, signed and acceptedwhich is acceptable to the Seller along with the company profile and Buyer passport.
Seller’s Initial Buyer’s Initial Page 8 of 8 Yours Sincerely, FOR AND ON BEHALF OF THE SELLER, ….………………………………………………. Mr. Kornphong Phongcharoenkul Wise Sky (Thailand) Company Limited. Managing Director AGREED AND ACCEPTED BY THE END- BUYER, ….………………………………………………. AGREED AND ACCEPTED BY THE SELLER’S MANDATE, ….………………………………………………. Mr. Zulkifli Bin Mat Passport #: A66287363 Issuing Date: 20 th March 2023 Expiry Date: 20 March 2028