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NON CIRCUMVENTION AND NON DISCLOSURE WORKING AGREEMENT AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

AURUM UTALIUM METAL WITH ROLLS & EXTENSIONS CONSIDERED AS AN INTEGRAL PART OF THIS CONTRACT

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CONTRACT CODE:SELLER’S CODE:BUYER’S CODE:NCNDA REFERENCE CODE:DATE:

The purpose of these Agreements is to prevent circumvention among the signatories to these Agreements and the beneficiaries named in the IMFPA and to provide for and ensure the fair and equitable distribution of commissions in a manner that precludes disputes between one and more of the signatories to these Agreements.

COMMODITYCONTRACT NO.AAS/GD/AU/G-27/2015 CONAKRYCOMMISSIONCONTRACT PERIODDELIVERY TERMREFINERY DESTINATIONSELLER COMPANYREPRESENTED BYSELLER’S MANDATEREPRESENTED BYBUYERREPRESENTED BY

Whereas, the undersigned parties are mutually desirous of doing business with respect to the arranging, selling and buying and in cooperation with one another and with third parties for their mutual benefit. The documents which are going to follow this agreement like letters of intent, full corporate offers, bank comfort letters, contract terms and conditions, banking details or pre-advised payment instruments and/or any information contained in such documents will not be passed, under any circumstance, onto another intermediary or broker or trader or whatever company or private persons who are not end buyers or end suppliers without prior specific written consent of the party(s) providing such information.

This agreement is made and entered into on this date, shall obligate the undersigned parties and their partners, associates, employers, employees, affiliates, subsidiaries, parent companies, any nominees, representatives, successors, clients and assigns hereinafter referred to as “The Parties” jointly severally, mutually and reciprocally for the terms and conditions expressly state and agree to below, and that this agreement may be referenced from time to time in any document(s), or written agreements, the terms and conditions of this agreement shall apply to any exchange of information written or oral involving financial information, personal or corporate names, contracts initiate by or involving the parties and any addition, renewal, extension, rollover amendment, renegotiations or new agreement hereinafter referred to as “The Transaction” (Project/Transaction) for the purchase of all commodities, products, equipment.

NOW, THEREFORE IT IS AGREED

SELLER’S INITIAL

BUYER’S INITIAL

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AGREEMENT NOT TO DEAL WITHOUT CONSENTThe intending parties hereby legally, and irrevocably bind themselves into guarantee to each other that they shall not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass or obviate each-others interest or the interest or relationship between “The Parties” with procedures, seller, buyers, brokers, dealers, distributors, refiners, shippers, financial instructions, technology owners or manufacturers, to change, increase or avoid directly or indirectly payments of established or to be established fees, commissions, or continuance of pre-established relationship or intervene in un- contracted relationships with manufacturers or technology owners with intermediaries entrepreneurs, legal-council or initiate buy/sell relationship or transactional relationship that by-passes one of “The Parties” to one another in connection with any ongoing and future transaction or project.

AGREEMENT NOT TO DISCLOSE“The Parties” irrevocably agree that they shall not disclose or otherwise reveal directly or indirectly to a third party any confidential information provided by one party to the other or otherwise acquired, particularly contract terms, product information or manufacturing processes, prices, fees, financial agreement, schedules and information concerning the identity of the sellers, producers, buyers, lenders, borrowers, brokers, distributors, refiners, manufacturers, technology owners, or their representative and specifically individuals names, addresses, principals, or telex/fax/telephone numbers, references product or technology information and/or other information advised by one party(s) to be one another as being confidential or privileged without prior specific written consent of the party(s) providing such information.

AGREEMENT TO HONOR COMMISSIONSCommissions, fees, compensation or remuneration to be paid as part of transaction covering “The Parties” to this agreement, shall be agreed upon by separate written agreement by “The Parties” concerned and shall be paid at the time such contract designated, concluded or monies changing hands between buyers and sellers, unless otherwise agreed among “The Parties”. “The Parties” hereby irrevocably and unconditionally agree and guarantee to honor and respect all such fees and remuneration, arrangements made as part of a commission transaction even in the event that “The Parties” are not an integral member to a specific commission and fee, remuneration agreement.

AGREEMENT TO INFORMIn specific deals where one of “The Parties” acting as an agent allows the buyers or buyer’s mandate, and the seller to deal directly with one another, the agent shall be informed of the development of the transactions by receiving copies of the correspondence made between the buyer or buyer’s mandate and the seller.

TERMThis agreement shall be valid for five (5) years commencing from the date of this agreement.

SELLER’S INITIAL

BUYER’S INITIAL

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This agreement has an option to renew for a further period of five (5) years subject to and upon the terms and conditions agreed between both parties.

This agreement shall apply to:

All transactions originated during the term of this agreement. All subsequent transactions that are follow up, repeat, extended or renegotiated transactions of

transactions originated during the term of this agreement.

ARBITRATIONAll disputes arising out of or in connection with the present contract shall be finally settled under the rules of arbitration of the “International Chamber of Commerce (ICC)” by one or more “Arbitrators” appointed in accordance with the said rules.

Every award shall be binding on “The Parties” and enforceable at law. By submitting the dispute to arbitration under these rules, “The Parties” undertake to carry out any award without delay and shall be deemed to have waived their right to any form of recourse insofar as such waiver can validly be made.

Each of “The Parties” subject to the declared breach shall be responsible for their own legal expenses until an award is given or settlement is reached, provided however, “That Party” found in default by “The Arbitrator(s)” shall compensate in full the aggrieved party its heirs, assignees and/or designs for the total remuneration received as a result of business conducted with “The Parties” covered by this agreement, plus all its arbitration costs, legal expenses and other charges and damages deemed fair by “The Arbitrator(s)” for bank, lending institutions, corporations, organizations, individuals, lenders, or borrowers, buyers or sellers that were introduced by the named party, notwithstanding any other provisions of the award.

FORCE MAJORA party shall not be considered or adjudged to be in violation of this agreement when the violation is due to circumstances beyond its control, including but not limited to act of God, civil disturbances and theft or appropriation of the privileged information or contract(s) without the intervention or assistance of one or more of “The Parties”.

ENTITIES OWNED OR CONTROLLEDThis agreement shall be binding upon all entities owned or controlled by a party and upon the principal(s), employee(s), assignee(s), family and heirs of each party. Neither party shall have the right to assign this agreement without the express written consent of the other.

SELLER’S INITIAL

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BUYER’S INITIAL

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AGREEMENT NOT TO CIRCUMVENT“The Parties” agree not to circumvent or attempt to circumvent this agreement in an effort to gain fees, commissions, remunerations or considerations to the benefit of the one or more if “The parties” while excluding other or agree to benefit to any other party.

NOT PARTNERSHIP AGREEMENTThis agreement in no way shall be construed as being an agreement of partnership and none of “The Parties” shall have any claim against any separate dealing, venture or assets of any other party or shall any party be liable for any other.

TRANSMISSION OF THIS AGREEMENTThe transmission of this agreement through Yahoo Messenger, MSN Messenger or any similar programs, fax or e-mail shall be legal and binding.

AGREE AND ATTESTEDThe contracting parties agree that they shall not withhold any information from each other that they obtain knowledge of during the realisation of the sale, and they shall be obliged to share such information with each other. Failure to comply with this condition shall be deemed as breach of contract.

THIS SPACE IS PURPOSELY LEFT BLANK

SELLER’S INITIAL

BUYER’S INITIAL

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BUYER’S DETAILS

Signatory’s Full NamePosition in CompanyAddressPhone NumberE-Mail AddressPassport NumberNationality

Bank NameBank Address

Account No.

Account NameSWIFTBank OfficerBank Telephone / Fax / EmailInstructions

Signed Date

SELLER’S INITIAL

BUYER’S INITIAL

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SELLER DETAILS

Signatory’s Full NameCompany NameCompany Registered No

Position in CompanyAddressPhone NumberE-Mail AddressPassportNationality

Company Seal & Signature

Bank NameBank AddressBeneficiary Name

Beneficiary Address

Account NameAccount NumberSWIFT CodeBank Officer NameBank Officer Telephone / Fax

Bank Officer EmailInstructionsSigned Date

SELLER’S INITIAL

BUYER’S INITIAL

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EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

IRREVOCABLE MASTER FEE PROTECTION AGREEMENTGeneral Condition:

1. The Irrevocable Master Fee Protection Agreement (IMFPA) and the Irrevocable Corporate/Bank Pay Order (ICBPO) including the Non-Circumvention and Non-Disclosure (NCND) are an additional Irrevocable Payment Order Agreement to the above mentioned for the Gold Bars, Aurum Utalium (AU) Metal transaction under the Sale And Purchase Agreement (SPA) transaction code: AAS/GD/AU/G-27/2015 CONAKRY The Irrevocable Master Fee Protection Agreement (IMFPA) and the Irrevocable Corporate/Bank Pay Order (ICBPO) are valid only upon successful completion transaction referenced above; otherwise it is null and void.

2. Whereas, Seller agree and confirm that the below mentioned consultant fees, commissions, will issue the Irrevocable Master Fee Protection Agreement (IMFPA) and the Irrevocable Corporate/Bank Pay Order (ICBPO) to consultants group of the Seller side including their respective intermediaries and directly entrust the Seller’s bank to irrevocable paid the consultant fees commissions to each beneficiaries.

3. Now therefore, I, WERNER RYDL, holder passport number FJ465625, holding the undersigned acting on behalf of Registered Company: SAB Edelmetalle GmbH / Company Registered Number: 378523b hereinafter referred to as the BUYER, with full corporate authority, person and legal responsibility under penalty of perjury of law, hereby issue the Irrevocable Master Fee Protection Agreement (IMFPA) and the Irrevocable Corporate/Bank Pay Order (ICBPO) to these beneficiaries for consultant fees services rendered and hereby irrevocably and unconditionally confirm our payment to all participating group who are listed hereafter, not only for the transaction referenced above but for all transactions with rolls and extensions.

4. This payment order is irrevocably confirmed and payable upon the successful closing of each and every tranche without any protest, delays and/or deductions taxes except bank transfer fees and bank expenses to the designated beneficiaries.

5. I, agree to lodge the Irrevocable Master Fee Protection Agreement (IMFPA) and the Irrevocable Corporate/Bank Pay Order (ICBPO) of payment order to our Buyer bank for their acknowledgement and endorse for acceptance to honour the payment.

6. Upon verification and authentication of the transfer of ownership successful commission and fees to all intermediaries shall be paid by the Seller/Seller’s bank officer simultaneous to designated bank account for each tranche of the transaction via Bank to Bank basic (TT).

SELLER’S INITIAL

BUYER’S INITIAL

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 and National Commerce Act" or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and 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.

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ACCEPTED & AGREED TO BE PAID BY THE BUYER4.00% (four point zero percent) from 100% USD price/Kilo sold to Buyer

ACCEPTED TO BE PAID BY THE BUYER FOR THE BUYER FACILITATORS GROUP PAYMASTER DESCRIBED IN ACCORDANCE WITH ANNEXURE A and B BELOW

The commission paid by the Buyer to his Consultants Group Paymaster is included on the Buyer’s 17% discounted Purchase Price according to LBMA (London Bullion Market Association) Second Fixing

on the day of the Assay Report.

ANNEXURE A SELLER’S FACILITATORS GROUP / PAYMASTER

Commission Value

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Company Name

Company Registered NumberRepresented byTitlePassport NumberNationalityTel.EmailBank DetailsBank AddressIBANAccount NameSWIFTBank Telephone

Special Instructions.

SELLER’S INITIAL

BUYER’S INITIAL

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Passport Copy

Paymaster Company Sign & SealInstructions & Sub Fee Agreement RecipientsSigned Date

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SELLER’S INITIAL

BUYER’S INITIAL

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ANNEXURE B BUYER’S FACILITATORS GROUP / PAYMASTER

Commission Value

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Beneficiary NameAddressPassport Number CPFNationality TituloTel.EmailBank NameBank AddressAccount NumberAgencyAccount NameSWIFTBank OfficerBank Telephone

Special Instructions

SELLER’S INITIAL

BUYER’S INITIAL

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Passport Copy & Signature

Instructions & Sub Fee Agreement Recipients

Signed Date

SELLER’S INITIAL

BUYER’S INITIAL

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Bank Endorsement This irrevocable payment order has been lodged with us and will be executed as per instructions

above

SELLER’S INITIAL

BUYER’S INITIAL

TOTAL BUYER SIDE COMMISSION FEES OF 4.00% FROM 100% USD

ALL BANK

Bank Officer 2

Bank Officer 1

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