SALE AND PURCHASE AGREEMENT (SPA)
Transaction reference: PMPB/SPA/0025/2025
Date of Issue: March 2, 2024
Between
Company Name / Individual: ARES GROUP SARL
Office Address: 144 Avenue du 4 Janvier
Postal Code / City: Kindu, Maniema
Country: République Démocratique du Congo
Telephone: +243998621664
Email: aresgrouprdc@gmail.com
Represented here by: ETOYI WUTSHU Nicolas
Hereinafter referred to as the Seller, on the one hand
And
Company Name / Individual: Deed Ore Partners and Investment
Office Address: Plot 3, Suubi Lane, Nagguru
Postal Code / City: Nakawa- Kampala
Country: Uganda
Telephone: +1(469) 306-8602
Email: deedorepartnerships@gmail.cm
Represented here by: MATADI LOKWEKIM Emmanuel
Hereinafter referred to as the Buyer, on the other hand.
PREAMBLE
Considering that the Seller is a mining trading company based in Kindu which represents the
Mining Cooperatives, the Artisanal Diggers
Considering that the Seller guarantees that he has the capacity to sell goods from sites that meet
the standards of the Congolese Mining Code, the requirements of the OECD guide and the
Regional Certification Mechanism of the ICGLR;
Considering that the Seller is supposed to carry out export operations of mineral substances in
compliance with Interministerial Order No. 149 /CAB. MIN/MINES/01/2014 &
N°116/CAB/MIN/FINANCES/2014 of 5 July 2014 on the Manual of Procedures for the
Traceability of Mining Products from Extraction to Export, pages 16 – 20, II.1 and 2, assigning
the responsibility of initiating the export operations of artisanal gold in the Democratic Republic
of Congo to the Authorized Counter
Considering that the Seller and/or the Authorized Counter acknowledges that his responsibility
also covers the authenticity of the product, the quality and quantity of all the merchandise until
the final tests at the buyer's refinery
Considering that the Buyer is preparing to purchase the goods that will be presented to him as
part of the satisfaction of his needs in mineral substances, which consists in the purchase of a
quantity of gold in the Democratic Republic of Congo;
Considering that the Buyer guarantees that he has the capacity to purchase the goods presented
to him by the Seller and that he has the necessary non-illicit financial means for this operation;
Considering that the Parties declare that they are not concerned by a receivership or judicial
liquidation procedure or similar procedure, nor in a state of guardianship, curatorship, judicial
safeguard, or prohibition from making acts of disposition.
The Seller, by : The Buyer, by :
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It was agreed and agreed as follows:
1. PRODUCT SPECIFICATION
a) Type of product: Gold Bullion (AU Bars)
b) Purity: 97%+
c) Finish: 23 carats for refining to 24 carats
d) Quantity: First Trial 10 Kg and thereafter 1,000kg monthly for 12 months
e) Inspection/Certification: CEEC, CRGM or any equivalent laboratory
f) Origin: Democratic Republic of Congo
g) Package price: $65,000Kg – CIF
h) Delivery: Dubai CIF
i) Packing: Packed in sealed metal boxes, suitable for air freight
j) Shipping: by cargo plane
k) Destination: Buyer's refinery
l) Refinery charges: $100 per KG
m) Payment :
i. 10% down payment for obtaining export documents for artisanal gold
ii. 90% balance per MT-103 after the final analysis report at the buyer's refinery in the
destination country
2. PRIZES
The Parties agree on the price of $65,000/Kg CIF based on the final/second (after melting)
test report
The above price will be agreed for each delivery made within the next (12) months
It may be reviewed after consultation with the Parties every (6) months
3. QUANTITY
The Parties hereby agree that the initial quantity of Gold will be 10 kg in Kinshasa upon the first
delivery to the Buyer's refinery
After this first delivery, a 1,000kg monthly delivery for a period of one year, but renewable, with the
possibility of increasing the quantity each month
4. QUALITY
The quality of the product has a purity of 97%+, or 23+ carats.
5. PROCEDURE
The Parties hereby agree that the terms of sale and purchase provided for are as follows:
5.1. Initial quantity is 10 kg in Kinshasa
The Seller is responsible for all shipping, export, insurance, documentation fees and all duties from
the Democratic Republic of Congo to the Buyer's destination; the Buyer is responsible for all
duties, taxes, customs clearance, VAT taxes at the destination airport and security transportation
from the airport to the refinery
The agreed sale price between the Seller and the Buyer which is $65,000/Kg CIF
The Seller, by : The Buyer, by :
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As soon as this contract is signed, the Seller presents the goods to the Buyer at the Authorized
Counter. The Buyer undertakes to make a deposit of 10% of the total value of the goods to the
Seller.
5.2. Simplified procedure:
5.2.1. The Buyer sends the Letter of Intent (LOI) to the Seller. The Seller sends the SPA to the Buyer
5.2.2. The Buyer signs the SPA and returns it to the Seller, who in turn signs. The Parties shall each
keep a copy of the jointly signed SPA
5.2.3 The Buyer/his/her Authorized Legal Representative must go exclusively to the premises of the
Authorized Counter, the Seller's partner, in Kinshasa, to meet the Seller and to begin the
transactions:
1) The Buyer/his Authorized Legal Representative demonstrates his financial availability for
the transaction by presenting a proof of funds (POF) and
2) The Buyer/his/her Authorized Legal Representative provides the Seller with copies of
his/her company's official documents (certificate of company incorporation, Trade Registry
and Import License, etc.). The Seller will also provide the Buyer/Buyer's representative
with copies of the official documents of his company/Agent (certificate of company
incorporation, License to Trade and Export Minerals, etc.).
3) The goods are presented to the Buyer. Upon presentation of the goods to the Buyer, the
Buyer shall immediately and without delay provide the amount of $65,000 in cash or by bank
transfer to the Seller for obtaining export documents for artisanal gold.
5.2.4. The Declaring Agent of the Approved Counter initiates export operations with the State services
(Mines Administration, CEEC, DGDA, OCC and DGRAD) with a view to obtaining the
documents to authorize the export of precious mineral substances to the Democratic Republic of
Congo within five days.
5.2.5. In the meantime, the Seller will send to the Buyer the passport copies of its representative who
will accompany the shipment to the refinery chosen by the Buyer for the Buyer to arrange and
obtain the visa. The Buyer will bear all charges (Visa, Ticket, Stay, Catering) of the Seller's
representative
The Buyer guarantees the safety of the Seller's Representative accompanying the goods to the
refinery designated by him, until his return to the Democratic Republic of Congo; similarly, the
Seller guarantees the safety of the Buyer/his Representative on the territory of the Democratic
Republic of Congo
5.2.6. Once the Reporting Agent of the Authorized Counter has finalized the payment of the taxes and
has obtained all the export documents, he will present these documents to the Parties to the
Authorized Counter, within 5 working days; on the other hand, the Buyer has obtained the visa,
the Buyer and the Seller will fix the date of shipment and the Declaring Agent of the Authorized
Counter will give them all the export documents at the foot of the plane on the day of travel
5.2.7. Upon arrival, at the Buyer's expense, the Buyer/Buyer's customs declarant will clear the gold
cargo at the airport and the gold will be transported by armored vehicle to the Buyer's refinery
5.2.8. After the refining of the goods, the Buyer shall pay the Invoice, within 72 hours, of the total of
the goods obtained or refined to the Seller, at the price agreed in Article 2. Payment of the Final
Invoice is made by the Buyer to the Seller, minus all expenses incurred on the Seller up to the
designated refinery.
The Seller, by : The Buyer, by :
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5.3. The transaction currency for this SPA is the "US dollar".
6. NON-CIRCUMSTANCE / NON-DISCLOSURE
The Parties hereby agree to keep this transaction confidential to third parties not involved in
this Agreement. No disclosure to any third party (institutions, corporations, etc.) shall be made
or granted without the prior written consent of either Party
The Parties agree not to circumvent either Party in the transaction, whether during or after the
expiry of the transaction
The Party that has breached any of the clauses of this contract will be fined according to the
damage caused in order to compensate the other injured Party
7. GENERAL PROVISIONS
A. Language: The Parties acknowledge that English (oral or written) is the language to be used in
any communication relating to this transaction
B. Address: The addresses listed herein (Physical Office Address – Fax – Telex – Email) provided
in connection with this SPA are the official addresses of the respective parties and are used in
any form of communication. If a Party changes his address, he shall notify the other Party in
writing
C. Changes and additions: This is the SPA, in its entirety. Any amendments to be made hereunder
shall be mutually agreed in writing and shall form part of the document in the form of
"ANNEXES".
8. PAYMENT/BENEFICIARIES
Payment after final analysis report at Buyer's refinery: The Buyer must make the payment
to the Seller by SWIFT/Telegraph or Swift MT-103 transfer, within 72 hours (3 banking days)
of the refinery's analysis report for the entire quantity of 995/1000 pure gold returned by the
refinery. (From the Buyer's bank to the Seller's bank)
9. DOCUMENTATION
INVOICE DATA: INVOICE SPECIFICATION: BUSINESS DOCUMENTS:
a) Company Name A. Total consigned weight D. Original and 2 copies of
b) National Identification B. Nature of the metal / Purity the Commercial Invoice
c) Refinery Address C. Total value E. Certificates of Analysis
d) City / Country (CRGM, CEEC, OCC) /
e) Email Government)
f) Represented by: F. ICGLR Certificate
G. Certificate of Origin
H. Air Waybill
I. Export Authorization
J. Non-Criminality
K. Insurance (optional)
Deed Ore Partners and
The Seller: ARES GROUP SARL The Seller:
Investment
MATADI LOKWEKIM
Name: ETOYI WUTSHU Nicolas Name:
Emmanuel
Function: Deputy Director General Function: CEO
Authorized Authorized
signature: signature:
The Seller, by : The Buyer, by :
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ANNEXES
THE SELLER - CERTIFICATE OF INCORPORATION
The Seller, by : The Buyer, by :
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COPIES OF THE PASSPORT OF THE SELLER'S LEGAL REPRESENTATIVE
The Seller, by : The Buyer, by :
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THE BUYER - TRADE REGISTRY AND IMPORT LICENSE
The Seller, by : The Buyer, by :
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COPIE OF THE PASSPORT OF THE BUYER'S LEGAL REPRESENTATIVE
The Seller, by : The Buyer, by :
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