CONFIDENTIAL
DEED OF AGREEMENT FOR KTT INVESTMENT FUNDS
Transaction Number: KTT/€500M/GLOBAL /2025
Date: February 19.2025.
This Private Financial Cooperation Agreement (Hereinafter referred to as the "Agreement") is made and
entered into effective this 19th February 2025 by and between the following parties:
PARTY A: INVESTOR (SENDER)
Company Name CASTRUM CAPITAL LIMITED
Registered Address LONDON, LILLY HOUSE, 13 HANOVER SQUARE,WIS1HN
Represented By GREGORY WALKER
Passport Number 551649134
Date of Issue 29/03/2018
Date of Expiry 29/08/28
Place of Issue LONDON
Bank Name XIRIK COMMERCIAL AND PRIVATE BANK (XCP BANK)
Bank Address GT BULIDINGS,AL GARHOUD AIRPORT ROAD,DUBAI, UAE
Account Name CASTRUM CAPITAL LIMITED
Account Number (euro) 1000000000046740
Telex Code (Sender) 51 210578 XCPB G
Bank Officer Name MARK D HARRIS
Bank Officer Email MH@XCP.VU
Bank Telephone + 44 7825 445898
Hereinafter referred to as the “Investor” or Sender” on the One Part
AND
PARTY B: PARTNER (RECEIVER)
Company Name AMBROSE GUMMA AND SONS CONTRACTOR SDN BHD
Registered Address #15, SIMPANC 552, KAMPUNG BAKONG, LUMUT, BELAIT,
KC2935, BRUNEI DARUSSALAM
Represented By ANSARI MUTHALIF
Reg. number RC00007121
Passport Number P8225745
Date of Issue 17-03-2017
Date of Expiry 16-03-2027
Place of Issue INDIA
Bank Name BANK ISLAM BRUNEI DARUSSALAM BERHAD (BIBD)
Bank Address #21, JALAN SULTAN OMAR ALI, SERIA, BELAIT, KB 1190,
NEGARA BRUNEI DARUSSALAM
Account Name AMBROSE GUMMA AND SONS CONTRACTOR SDN BHD
Account Number 00-008-01-0018834
BANK SWIFT CODE: BIBDBNBBXXX
Telex Code (Receiver) TELEX 08090109 BIBD
Party A/Sender: Page 1 of 10
Party B/Receiver
CONFIDENTIAL
DEED OF AGREEMENT FOR KTT INVESTMENT FUNDS
Transaction Number: KTT/€500M/GLOBAL /2025
Date: February 19.2025.
Bank Officer Name Mr. Tony Wong
Bank Officer Email yongsing.wong@bibd.com.bn
Bank Telephone +6732269637
Hereinafter referred to as the “Partner” or Receiver” on the Other Part
1. SUBJECT OF THE AGREEMENT:
1.1. Party A-Investor provides Party B-Partner Investment Funds via KTT. Investment funds will
be sent to the account by Party B-Partner for Investment as well as all kind of philanthropic
activities.
1.2. Party A-Investor agrees to invest with Party B-Partner the amount € 500,000,000.00 (Five
Hundred Million EURO) plus R & E by Telex KTT via MT103 specified in the present
Agreement, and Party B-Partner irrevocably agrees to receive and accept Investment and
utilize it according to the purposes specified the above clause 1.1 without any kind of alteration
or protest.
2. DESCRIPTION OF THIS TRANSACTION:
Party A-Investor CASTRUM CAPITAL LIMITED
Party B-Partner AMBROSE GUMMA AND SONS CONTRACTOR SDN BHD
Type of Business GOALD PURCHASE
Banking Instrument DIRECT REMITENCE
Sending Bank XIRIK COMMERCIAL AND PRIVATE BANK (XCP BANK)
Bank Address GT BULIDINGS, AL GARHOUD AIRPORT ROAD, DUBAI, UAE
Receiving Bank BANK ISLAM BRUNEI DARUSSALAM BERHAD (BIBD)
Bank Address #21, JALAN SULTAN OMAR ALI, SERIA, BELAIT, KB 1190,
NEGARA BRUNEI DARUSSALAM
Total Face Value € 500,000,000.00 (Five Hundred Million Euro) Plus Rolls and Extensions
Test Tranche € 50,000,000.00, (Fifty Million Euro)
Terms & Conditions Shall be defined in each Project by the Parties
Transfers Date As per Transfer Schedule
Now Therefore, The Parties agree, and covenant as follows:
The Parties agree that: All information above is incorporated herein by reference the same as if restated
verbatim.
3. PROTOCOL TO START:
Parties “exchange Telex Keys” for Telex KTT MT103 Cash Transfer Process.
Party A/Sender: Page 2 of 10
Party B/Receiver
CONFIDENTIAL
DEED OF AGREEMENT FOR KTT INVESTMENT FUNDS
Transaction Number: KTT/€500M/GLOBAL /2025
Date: February 19.2025.
4. PROCEDURES:
1. Both parties shall fill in this Agreement with full information in order to ensure the fulfillment of
the clauses of this Agreement.
2. The transfer time will be agreed upon by both Parties.
3. After the parties have agreed on the transfer time, the Banker of Party A sends the First Tranche to
Party B via MT103/202 KTT telex transmission along with the transfer receipts within 24-48
banking hours.
4. An employee of the Receiving Bank sends a copy of the confirmation that the funds have been
received.
5. Subsequent shipments of funds, sent by telex with a verified key only in accordance with the same
procedures, continues in maximum tranches, including re-dispatches and renewals.
5. IMPORTANT POINTS:
5.1. Party A-Sender declares that “Investment” will be made by clean and clear money funds of
noncriminal origin, free of liens and encumbrances.
5.2. Party B-Receiver bears full responsibility for appropriate transfer of funds to the fiduciary
account listed below.
5.3. Party B-Partner, TSHITE MUBELWE GRACE, who is the sole owner of the Receiving
Corporation, has been fixed a remuneration which shall, unless agreed otherwise, be equal to
certain percentage of the value of the investment made by Party A-Investor. The Party B-
Partner shall release the said amount to the designated fiduciary bank account of Party A.
5.4. Party B-Partner warrants do not to use the Investment fund for illegal purposes. Both parties
understand the laws “on money laundering and cash” and with full legal responsibility confirm
that money obtained legally.
6. RIGHTS AND OBLIGATIONS OF THE PARTIES
6.1. Party A-Sender irrevocably undertakes to:
6.1.2 Grant to the Party B-Receiver, the Investment Fund in the amount and on conditions
specified in this agreement.
6.1.3 Transfer Investment Funds onto the Party B-Receiver’s banking account via the Telex
KTT MT103.
6.1.4 Make transfer of Investment from clean and clear money funds of non-criminal origin,
free of liens and encumbrances.
6.2. Party B-Receiver irrevocably undertakes to:
6.2.1. Lodge present contract into his Party B-Receiver’s bank and arrange reception of Investment.
6.2.2. Receive and accept funds sent by the Sender via the Telex KTT MT103.
Party A/Sender: Page 3 of 10
Party B/Receiver
CONFIDENTIAL
DEED OF AGREEMENT FOR KTT INVESTMENT FUNDS
Transaction Number: KTT/€500M/GLOBAL /2025
Date: February 19.2025.
6.2.3. Utilize Investment according to the conditions of granting of the Investment Fund and to make
distributions per the Payment Guarantee Letter (PGL), which shall remain strictly
confidential.
6.2.4. In any and every case, do not use directly or indirectly Investment fund, or profit received
from investment fund, or any investment for all and any illegal activity, including but not
limited to the: weapons and warfare trade, illegal drug, and narcotics trade, criminal and/or
terroristic activity, slavery, piracy etc.
7. FORCE MAJEURE:
7.1. Any delay in or failure of performance by either party of their respective obligations under
this agreement shall constitute a breach hereunder and will give rise to claims for damages if,
and to the extent that such delays or failures in performance are not caused by events or
circumstance beyond the control of such party.
7.2. The term “Beyond the Control of Such Party “Include Act of War, Rebellion, Fire, Flood,
Earthquake, Banks technical problems or other natural disasters. Any other cause not within
the control of such party or which is by exercise of reasonable diligence, the party will be
unable to foresee or prevent or remedy.
8. ARBITRATION:
8.1. All disputes and questions whatsoever which arises between the parties to this agreement and
touching on this agreement on the construction or application thereof or any account cost,
liability to be made hereunder or as to any act or way relating to this agreement shall be settled
by the arbitration in accordance with the arbitration laws of the ICC.
8.2. This agreement contains the entire agreement and understanding concerning the subject matter
hereof and supersedes and replaces all prior negotiations and proposed agreements, written or
oral. Neither of the parties may alter, amend, nor modify this agreement, except by an
instrument in writing signed by both parties. This agreement will be governed by and
construed in accordance with the laws of Switzerland. In the event that either party shall be
required to bring any legal actions against the other in order to enforce any of the terms of this
agreement the prevailing party shall be entitled to recover reasonably attorney fees.
BANKING COORDINATES:
PARTY A: Investor Bank Account to Issue a Cash Wire Transfer via Telex KTT:
Bank Name XIRIK COMMERCIAL AND PRIVATE BANK (XCP BANK)
Bank Address GT BUILDING, AL GARHOUD AIRPORT ROAD, DUBAI, UAE
Account Name CASTRUM CAPITAL LIMITED
Account Number (USD) 1000000000046740
Telex Code (Sender) 51 210578 XCPB G
Party A/Sender: Page 4 of 10
Party B/Receiver
CONFIDENTIAL
DEED OF AGREEMENT FOR KTT INVESTMENT FUNDS
Transaction Number: KTT/€500M/GLOBAL /2025
Date: February 19.2025.
Bank Officer Name MARK D HARRIS
Bank Officer Email MH@XCP.VU
Bank Telephone +44 7825 445898
PARTY B: Designated Bank Account to Receive a Cash Wire Transfer via Telex KTT:
Bank Name BANK ISLAM BRUNEI DARUSSALAM BERHAD (BIBD)
Bank Address #21, JALAN SULTAN OMAR ALI, SERIA, BELAIT, KB 1190,
NEGARA BRUNEI DARUSSALAM
Account Name AMBROSE GUMMA AND SONS CONTRACTOR SDN BHD
Account Number 00-008-01-0018834
IBAN Number 00-008-01-0018834
Telex Code (Sender) 08090109 BIBD
Bank Officer Name Mr. Tony Wong
Bank Officer Email yongsing.wong@bibd.com.bn
Bank Telephone +6732269637
FIDUCIARY TRADE ACCOUNT TO RECEIVE PROCEEDS ON BEHALF OF PARTY A:
Paymaster Company TBA
Bank Name TBA
Bank Address TBA
Account Name TBA
Account Number TBA
IBAN Number TBA
Swift Code TBA
Text Message The Swift or Clear stream Text Message covering all remittances shall clearly
state the following: “Clean, Cleared, Lien Free and Unencumbered Funds,
Earned from Financial Consulting Fees on Commercial Enterprises of
NonCriminal and Non- Terrorist Origins, Known by Transaction Number:
KTT/€500M/GLOBAL /2025. For Same Day Settlement and Immediate Credit.
** Banking Coordinates subject to change with written notifications **
1. Each Party is individually responsible for payment of its own taxes arising from the reception of
funds under the present Appendix/Contract.
2. “Parties” undertakes do not use the “Funds” nor any “Payment” received for use or financing of
illegal, criminal and/or terrorist activity of any kind.
3. Parties hereby have agreed that each Party warrants that it shall not reveal any information provided
by any PARTY hereto to any other person or entity not privy to this transaction other than those
banking officers, tax officers, regulatory officers, or other persons or entities necessary to complete
the transaction contemplated herein.
Party A/Sender: Page 5 of 10
Party B/Receiver
CONFIDENTIAL
DEED OF AGREEMENT FOR KTT INVESTMENT FUNDS
Transaction Number: KTT/€500M/GLOBAL /2025
Date: February 19.2025.
“Banking Coordinates Swift Transfers” for Investments to all Parties involved, including Consultants and
Intermediaries Commission and Fees all banking details are on Payment Guarantee Letter (PGL) to be
Corporate Endorsed by Party-B
TENTATIVE TRANSFER SCHEDULE:
TRANCHES AMOUNT TOTAL
TRANSFERED
Test Tranche € 50,000,000.00 (Fifty Million Euro) € 500,000,000 (Five
Second Tranche € 200,000,000.00 (Two Hundred Million Euro) Hundred Euro) with R &
Third Tranche € 250,000,000.00 (Two Hundred Fifty Million Euro) E
PASSPORT COPY OF THE PARTY A/SENDER
Party A/Sender: Page 6 of 10
Party B/Receiver
CONFIDENTIAL
DEED OF AGREEMENT FOR KTT INVESTMENT FUNDS
Transaction Number: KTT/€500M/GLOBAL /2025
Date: February 19.2025.
CERTIFICATE OF INCORPORATION OF PARTY A/ SENDER
Party A/Sender: Page 7 of 10
Party B/Receiver
CONFIDENTIAL
DEED OF AGREEMENT FOR KTT INVESTMENT FUNDS
Transaction Number: KTT/€500M/GLOBAL /2025
Date: February 19.2025.
PASSPORT COPY OF THE PARTY B/PARTNER
Party A/Sender: Page 8 of 10
Party B/Receiver
CONFIDENTIAL
DEED OF AGREEMENT FOR KTT INVESTMENT FUNDS
Transaction Number: KTT/€500M/GLOBAL /2025
Date: February 19.2025.
CERTIFICATE OF INCORPORATION OF PARTY B/PARTNER
Party A/Sender: Page 9 of 10
Party B/Receiver
CONFIDENTIAL
DEED OF AGREEMENT FOR KTT INVESTMENT FUNDS
Transaction Number: KTT/€500M/GLOBAL /2025
Date :
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
EDT (Electronic Document Transmissions) shall be deemed valid and enforceable in respect of any provisions of
this contract. As applicable, this agreement shall be: Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures
in Global & National Commerce Act’’ or such other applicable law conforming to the Uncitral Model Law on
Electronic Signatures (2001) Electronic Commerce Agreement (ECE/Trade/257, Geneva, May 2000) adopted by
the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). EDT Documents shall be
subject to European Community Directive No. 95/46/EEC, as applicable. Either party may request hard copy of any
document that has been previously transmitted by electronic means provided however, that any such request shall
in no manner delay the parties from performing their respective obligations and duties under EDT Instruments. We
hereby confirm with full authority that the above stated terms and conditions are agreed and accepted. In witness
whereof, the parties hereto by affirming with their signatures and seals on this page consider this agreement as
legally binding and enforceable from this document.
SIGNATURE OF THE PARTIES: Signed for and behalf of Party A (SENDER)
CASTRUM CAPITAL LIMITED
Represented By : GREGORY WALKER
Title : CEO
Passport No : 551649134
Date of Issue : 29/03/2018
Date of Expiry : 29/08/2028
Place of Issue : GB
Signed and sealed for and behalf of Party B (RECEIVER)
SOCIETE DE DISTRIBUTION ET D’INVESTISSEMENT (SODI SARL)
Name : TSHITE MUBELWE GRACE
Title : DIRECTEUR GENERAL
Passport No : OP0797453
Date of Issue : 04-MAY-2024
Date of Expiry : 03-AUGUST-2028
Place of Issue : REPUBLIQUE DEMOCRATIQUE DU CONGO
**** END CONTRACT/AGREEMENT ****
