SALE AND PURCHASE AGREEMENT

CONTRACT NUMBER: GKM/138/03/25

Is Entered Between

GROUP KIVU MINING Co.

Representative: MR. JOHNSTONE KAMAU
Passport Number: A2574309

(Herein after referred to above as the “Seller”)

AND

MR. AWOUDA KEVIN ESSENGUE

Passport Number: AA523205

(Hereinafter referred to as the “Buyer”)

SALE AND PURCHASE AGREEMENT is entered into on this 17th Day of March 2025 by and
between:

COMPANY NAME: GROUP KIVU MINING LTD.

BUSINESS ADDRESS KIVU, KINSHASA, DRC
REPRESENTED BY MR. JOHNSTONE KAMAU

PASSPORT NUMBER A2574309

COUNTRY: KENYA

(Hereinafter referred to as “THE SELLER”) and

BUYER MR. AWOUDA KEVIN ESSENGUE

PASSPORT NUMBER AA523205

COUNTRY: CAMEROON
COMPANY SOUTH RISE INTERNATIONAL LTD.
ADDRESS 71-75, SHELTON STREET, COVENT GARDEN, LONDON
EMAIL Southside.international@gmail.com

(Hereinafter referred to as “THE BUYER”)

WHEREAS: Seller has "For Sale" GOLD, hereinafter referred to as "GOLD DORE BARS”.

WHEREAS: Buyer wishes to Purchase the GOLD DORE BARS over an agreed lift period of
one year.

NOW THEREFORE: The Parties agree to the Terms and Conditions as follows:
 1. SCOPE OF THE AGREEMENT

1.1 The Seller, under full authority and responsibility, declares that he has the clear
and qualified right to sell GOLD and that he guarantees that the Seller through
his Agent has the means to legally transport the Gold agreed between him and
the Buyer.

1.2 The Buyer, under full corporate authority and responsibility declares that he and
his associates have the full capability to purchase the Gold.

1.3 After completion of the Purchase Contract, executed between the Seller and
Buyer. The Buyer will be the Legal Owner of the Gold.

2. PRODUCT SPECIFICAT IONS

Commodity Form Fineness Purity Packaging QTY Price/KG Destination

Aurum (Au) Gold 23+ 97.6% 3 Metal 700 KGS $40,000 Dubai, UAE
Bars/Nuggets Karats Boxes First Trial
Amount
10
Kilograms

3. TERMS OF PAYMENT
To be advised.

4. WORKING PROCEDURES

4.1 Seller sends Sales and Purchase Agreement (SPA)

4.2 Buyer then sends back signed Sales and Purchase Agreement (SPA).

4.3 Buyer and Seller will meet and make necessary arrangements for the exporting of the

gold.

4.4 Buyer pays for all export expenses.

These expenses include (i) Government Royalties Taxes (ii) Insurance (iii) Smelting Charges

(iv) Freight Charges, (v) Agency Fee (vi) Documentation (vii) Security and Transport

NB: Buyer contribution will be deducted when remitting the full amount at the

Destination refinery
 NB: After smelting, the Buyer will advance the smelting, testing and security fee to

the Seller

4.5 Payment of the Final Price, as calculated above, by the Buyer shall be initiated to the

Seller’s designated Bank within 72 hours after receipt of Seller’s account details or the

final assay report from the refinery, and its value will be accepted by both Buyer and

Seller, whichever is the latter.

4.6 The BUYER confirms that the AU metal remains the property of the Owner until the

Owner has received full payment of the selling price.

4.7 The BUYER confirms that he has all licenses and authorizations to refine the

metal in AU Gold bars according to the regulations of the licensed refining and

finally in his destination country.

4.8 The BUYER confirms that he has all licenses and authorizations to refine the

metal in AU Gold bars according to the regulations of the licensed refining and

finally in his destination country

5. PRE-ARRIVAL PROCEDURES

Seller shall email all relevant documentation to Seller’s Representative or the Seller who arrived

in destination country for his schedule to meet buyer. Or send all the related documents to the

Buyer. These include;

Three Originals of Commercial Invoices in favor of the Buyer Refinery as persample.

i. Certificate of Origin.
ii. Certificate of Ownership
iii. Government Assay Report
iv. Customs Declaration Form(s) (supplied by Buyer, if applicable)
v. Declaration that the gold is Free and Clear and of non-criminal origin,
unencumbered and free of any liens, and is transferable and exportable
vi. Export Permit, Original copy of the Airway bill
vii. Full Set Airway bill, marked "Air Freight Pre-paid"
viii. Flight Number and Date of Arrival
 ix. Gross Weight and Net Weight

6. UPON ARRIVAL AT THE AIRPORT

6.1 It will be buyer’s responsibility to receive the cargo at the Destination Airport and to

deliver to his refinery with secure and insured transport accompany with Seller’s

Representative

6.2 After shipment arrival to the Destination Airport, as agreed between the Seller and

Buyer. Buyer shall clear customs at their expense and (if necessary) and make

arrangements for secure, fully insured armored transportation of the Gold Dore Bars

from airport/ customs importation clearances to the refinery

6.3 Buyer is responsible for any or all buyer-side costs, VAT, Insurances, fees for all

services rendered to Buyer for the shipment from arrival airport to Destination

Refinery and whilst the Gold Dore Bars are in the Refinery premises for smelting,

refining, final assay report and full payment.

6.4 The full shipment replacement value insurance is to be written in all party’s names as

fullyinsured from customs clearances up to Buyer’s full commercial invoice value

payment as evidenced by MT103 receipt to Seller’s nominated bank account on the

final invoice and title transfer.

7. UPON ARRIVAL AT THE REFINERY

7.1 We open and weigh the material upon receipt. A Refinery Senior Representative will

beon- hand for this procedure and it is recommended the Seller’s representative are

present as well. This process is under secure video at all times.

7.2 Material is smelted, sampled and poured into pure dory bars and weighed for final

settlement purposes.

7.3 Refinery lab will then proceed with the bullion fire assay procedure as per

LBMA/ASTM Standards
 7.4 Within 1 working day we will report our assay to the Seller and ask for assay

acceptance

7.5 Refinery hold title for Seller until final payment done to Seller and confirmed same to

them. On Payment Confirmation Refinery transfer Title to Buyer.

8. TAXES AND INSTITUTIONAL COSTS

The parties hereto individually and separately accept that all liabilities for taxes, levies,

duties, charges and any institutional costs applicable in the execution of their respective

rules and regulations will be covered by respective parties. In the event it occurs, the parties

heretoshall only be responsible for those commissions and fees that they in writing have

agreed to pay. Each party shall indemnify and hold the other party harmless against any

third-party claims or other forms of payment demands.

9. APPLICABLE LAW AND JURISDICTION

9.1 Any action or legal proceeding related to this Agreement shall be adjudicated

under the laws of Kenya.

9.2 Should either party not perform exactly within the terms and conditions of this

Agreement, the other party shall give notice regarding the non-performance,

whereupon the non- performing party must comply with their obligations within

Seven (7) Working Days or this Agreement shall contract be cancelled without

further notice.

9.3 Any disputes arising out of, or in context with this Agreement or related to any

agreement concluded as a result of this Agreement shall be settled by Arbitration.

The seat of the arbitration tribunal shall be under the International Chamber of

Commerce jurisdiction and the languages of the proceedings shall be English.

9.4 Both Parties hereto hereby agree that except for the provisions of the Force

Majeure as described hereunder, any breach of any of the provisions of this SPA
 shall be settled amicably between both Parties. Failure to reach an amicable

settlement within thirty (30)days, both Parties hereto hereby agree to submit to

Arbitration under the ICC Rules of Arbitration 2021, and any subsequent

amendment there to. Both Parties here to herebyagree to abide by the result of the

arbitrator’s Award.

9.5 Where the dispute is not resolved by Arbitration and necessitates bringing the

disputeunder the litigation process, the jurisdiction shall be that of the Kenyan

Courts.

10. FACSIMILE COPIES

This Agreement shall be accepted to be legal and binding by both parties if executed and

sent by fax and/or email direct to the parties concerned at the numbers contained within

this Agreement.

11. FORCE MAJEURE

The parties here to shall not be held liable for any failure to perform under the "Force

Majeure" clause as regulated by the International Chamber of Commerce, Paris - France

which clauses are deemed to be incorporated herein. The Force Majeure shall be

enforced and executed by their respective countries, Kenya or Dubai.

12. ETHICS: NON-CIRCUMVENTION and NON-DISCLOSURE

Both Buyer and Seller acknowledge that no harm to the other party would be substantial

and therefore the Seller and Buyer agree to abide by the Customary International rules of

non-Circumvention and non- disclosure as established by the International Chamber of

Commerce in Paris, France for a period of five (5) years from the date hereof. Said non-

circumvention and non-disclosure shall include, but not be limited to communicating

with each other's banks, refiners; Representatives of Buyer dealing with Customs, brokers

or Seller's mandate. The understanding and accord of this sub-paragraph will survive the

termination of this Agreement.

13. EXECUTION OF THIS AGREEMENT

The terms of this Agreement shall be Confirmed and signed by the Buyer and the Seller

via facsimile or email. The said executed Agreement shall be binding and initiates and

concludes thelegal liabilities between Buyer and Seller of this Agreement. By signing

below, both parties abide by their corporate and legal responsibility, and execute this

Agreement under full penaltyof Perjury.

FOR & ON BEHALF OF THE BUYER:

Company Group Kivu Mining LTD.

Position Chief Executive Officer (CEO)
Name Johnstone Kamau

Passport No./Country A2574309

Date 17 th March 2025

Authorized Buyer’s Signature & Company Stamp

FOR & ON BEHALF OF THE SELLER:

Name MR. AWOUDA KEVIN ESSENGUE

Passport No./Country AA523205
Date 17 th March 2025
Company SOUTH RISE INTERNATIONAL LTD.
Address 71-75, SHELTON STREET, COVENT GARDEN, LONDON
Email Southside.international@gmail.com

Authorized Seller’s Signature & Company Stamp

Seller’s Passport Copy
Buyer’s Passport Copy