Seller Agreement

The Seller appoints the Company on a non-exclusive basis to coordinate the introduction of qualified buyers and the administration of the sale of [PRODUCT – DORE / BULLION, PURITY & FORM] in the quantity described as [QUANTITY & DELIVERY SCHEDULE].

The Company acts as coordinator and does not purchase, take title to, or take possession of the material unless expressly agreed in writing.

The Seller warrants that it holds clear and unencumbered legal title to the material, free of any lien, charge, claim or third-party interest.

The Seller warrants that the material originates from [ORIGIN – COUNTRY, MINE / REFINERY], is of non-criminal origin, and is not sourced from conflict-affected or high-risk areas in contravention of applicable responsible sourcing standards.

The Seller warrants compliance with all applicable mining, export, taxation, customs, environmental and labour laws in the country of origin, and that no child or forced labour was used.

The Seller will provide, at its cost and on request: corporate and KYC documents, mining or dealer licences, export permits and clearances, certificates of origin, assay reports, packing lists, security and transport documentation, and any further evidence reasonably required by the buyer, refinery or Company's compliance process.

The Seller warrants that all documents provided are genuine, current and unaltered, and will notify the Company immediately if any document ceases to be accurate.

The Seller will make the allocated material available for inspection, sampling and assay by the buyer or an independent assayer at the agreed inspection point.

The Seller will not double-allocate, pledge, encumber or offer the allocated material to any other party while an executed contract or binding allocation remains in force.

The price basis is [PRICE BASIS, DISCOUNT & LBMA REFERENCE], settled against assayed fine gold content in accordance with the sale and purchase contract.

Settlement proceeds are paid to the Seller's verified bank account only, and no change of payment instructions will be actioned without independent verbal verification.

Where payable by the Seller, the Company's coordination fee is [COMMISSION PERCENTAGE (IF APPLICABLE)] of the gross transaction value, deducted or paid at settlement of each shipment or tranche as agreed in writing.

The Seller will not bypass, circumvent or directly approach any buyer, refinery, logistics provider or other business contact introduced by the Company without the Company's prior written consent.

The Seller will keep confidential all buyer information, pricing, documents, banking information and commercial negotiations disclosed to it.

The Seller indemnifies the Company against any loss, claim, penalty or cost arising from a breach of its warranties, from any defect in title or origin of the material, or from any inaccurate or fraudulent documentation supplied by it or on its behalf.

This Agreement commences on [DATE] and continues until completion of the Transaction or until terminated on [NUMBER] days' written notice, without affecting accrued rights or surviving obligations.

This Agreement is governed by and construed in accordance with the laws of [GOVERNING LAW / JURISDICTION].

The Parties submit to the non-exclusive jurisdiction of the courts of [GOVERNING LAW / JURISDICTION] in respect of any proceedings arising out of or in connection with this Agreement.

Before commencing proceedings, the Parties will use reasonable endeavours to resolve any dispute by good-faith negotiation between senior representatives within [NUMBER] business days of written notice of the dispute.

If the dispute is not resolved by negotiation, it will be referred to [DISPUTE RESOLUTION FORUM / ARBITRATION RULES / SEAT OF ARBITRATION] for final determination, unless the Parties agree otherwise in writing.

Nothing in this clause prevents a Party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction.

This Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior discussions, representations and understandings.

No variation of this Agreement is effective unless it is in writing and signed by each Party.

If any provision is held to be invalid or unenforceable, that provision is severed and the remaining provisions continue in full force and effect.

A failure or delay in exercising a right under this Agreement does not operate as a waiver of that right.

Each Party bears its own costs in connection with the negotiation and execution of this Agreement.

This Agreement may be executed in counterparts, including by electronic signature, scanned copy or facsimile, each of which is deemed an original and all of which together constitute one instrument.

The Parties agree that an electronic signature applied through the Gold Capital International website, or transmitted by email, has the same legal effect as a handwritten signature to the extent permitted by the Governing Law.

Executed on [DATE] by the duly authorised representatives of the Parties named below.