General Terms & Conditions

Last Modified: July 3, 2020

General

GGT Management Ltd. (hereinafter “the Company”) sets forth the following General Terms and Conditions,  (collectively, these “terms”), that constitute the general terms for the provision and use of CGT’s products and services, if you do not agree to or accept all of these terms, please immediately discontinue access to, and use of all of the Company’s services and products.

By accessing and using the Clean Gold™ Token website (“Website”) and related products and services, you agree to the following terms of use as they may be modified or supplemented from time to time, as well as all applicable laws and regulations. Further, you are agreeing that you are responsible for compliance with any applicable laws.

If you do not agree with any of these terms, you are prohibited from using or accessing this Website (or any information, links or content contained in this Website). Your access to and use of this Website constitutes your acceptance of and agreement to abide by each of these terms including our Privacy Policy which is hereby incorporated in these terms by reference. If you are using our Website on behalf of your organization, that organization accepts these terms. 

Definitions

BTC means the digital currency Bitcoin.

Confidential Information means all information regarding: 

1. this agreement and the transactions contemplated by it; and 
2. the Tokens, and any party.

Details mean the notice details of a party as set out in the beginning of this agreement.

ETH means Ether (being the cryptocurrency that is generated on the Ethereum platform);

Information Material means all documents and information provided by the Company and its advisers and agents to the Purchaser and its advisers and agents (including the Whitepaper and the Website) for the purpose of assessing or investigating the transactions contemplated by this agreement, including any answers to questions raised by the Purchaser or its advisers and agents in relation to one or more documents provided, or the contents of any one or more of those documents.

Platform means the applications and platform to be developed by the Company or its affiliates to facilitate usage of the Tokens, as more particularly described in the Whitepaper. 

Purchase Amount means the amount specified in clause 1(a)(3). 

Tokens mean CleanGold Tokens (CGTC) as more particularly described in the Whitepaper. 

USD means the lawful currency of the United States of America.

USDT means tokens on the Tether network issued by Tether Limited that are purportedly backed by USD, and which typically trades under the USDT symbol.

Whitepaper means the whitepaper titled “Clean Gold Token” as published by the Company on the Website. 

Website means www.cleangold.io  website and subdomains.

Modifications

CGT Management Ltd (“CGTM”, “we”, “us” or “our”) may revise these terms of service for our Website at any time without notice. By using this Website you are agreeing to be bound by the then current version of these terms of service. If you do not agree to such revised terms you must stop using this Website and any information, links or content contained on this Website. However, we do not make any commitment to update the Website.

Disclaimer

This Website and all information, products, and services provided through this Website are provided “as is” and on an “as available” basis without any representations, warranties, promises or guarantees whatsoever of any kind including, without limitation, any representations, warranties, promises or guarantees regarding the accuracy, currency, completeness, adequacy, availability, suitability or operation of this Website, any products or services we may provide through it or the information or material it contains.

CGTM (and all of its affiliates, agents, employees and officers) disclaims all representations and warranties, whether express, implied or statutory, with regard to the foregoing, including, without limitation: (a) any warranties that this Website, its content and any services or products provided through it are error-free or that defects in this Website, its content or such services or products will be corrected; (b) any warranty with respect to the content, information, data, services, availability, uninterrupted access, or services or products provided through or in connection with this Website; (c) any warranties that this Website or the server that makes it available are free of viruses, worms, trojan horses or other harmful components; (d) any warranties of title or implied warranties of merchantability or fitness for a particular purpose; (e) any warranties that this Website will be compatible with your computer, mobile device or other electronic equipment; and (f) any warranties of non-infringement. The materials and related graphics published on this Website could include technical inaccuracies or typographical errors. 

In addition, to the maximum extent permitted by law, we shall not be responsible or liable for:

1. the performance of this Website and any fault, delays, interruptions or lack of availability of this Website and any of the services or products provided through this Website, which may occur due to increased usage of this Website, intermittent failures of this Website or the need for repairs, maintenance or the introduction of new facilities, products or services; 
2. any matter affecting this Website or any of its content caused by circumstances beyond our reasonable control;
3. any loss, liability, cost, expense or damage suffered or incurred arising out of or in connection with any access to or use of this Website or any of its content;
4. any information or material on any website operated by a third party which may be accessed from this Website; and
5. any reliance on, or decision made on the basis of, information or material shown on or omitted from this Website.

Accuracy of materials

The materials appearing on the Website could include technical, typographical, or photographic errors. We do not warrant that any of the materials on this Website are accurate, complete or current.

Third-Party Content

We may display third-party content, advertisements, links, promotions, logos, and other materials on our Website (collectively, the “Third-Party Content”) for your convenience only. We do not approve of, control, endorse or sponsor any third parties or Third-Party Content, and we make no representations or warranties of any kind regarding such Third-Party Content, including, without limitation, the accuracy, validity, legality, copyright compliance, or decency of such content. Your use of or interactions with any Third-Party Content, and any third party that provides Third-Party Content, are solely between you and such third parties and we are not responsible or liable in any manner for such use or interactions. We are not responsible for any of the content on third party sites linked to our Website nor can it be assumed that we have reviewed or approved of such sites or their content, nor do we warrant that the links to these sites work or are up to date.

User Content

You must ensure that any data or information that you post, upload, provide or submit to us (including without limitation, your name, identity card numbers, passport numbers, email address, IP address, cryptocurrency address, text, code, other personal data or other information and materials) (collectively, your “User Content”) are true, accurate, up to date and complete and that any User Content you post, upload, input, provide or submit to us or via our Website do not breach or infringe the intellectual property rights of any third party. 

By providing your User Content to us, you grant us, our affiliates and any necessary sub-licensees a royalty-free, non-exclusive, worldwide, perpetual, right and permission to use, reproduce, copy, edit, modify, translate, reformat, create derivative works from, distribute, transmit, publicly perform and publicly display your User Content and sub-license such rights to others.

You must immediately update and inform us of any changes to your User Content by contacting us at support@cleangold.io so that we can communicate with you effectively and provide accurate and up to date information to you.

Feedback

If you decide to submit questions, comments, suggestions, ideas, original or creative materials or other information to us (collectively, “Feedback”), you do so on your own accord and not based on any request or solicitation from us. Feedback does not include User Content. 

We reserve the right to use Feedback for any purpose at no charge and without compensation to you. Please do not send us Feedback if you expect to be paid or want to continue to own or claim rights to your Feedback. 

The purpose of these terms is to avoid potential misunderstandings or disputes if our products, services, business ideas or business strategies might seem similar to ideas submitted to us as Feedback. 

Further, if you decide to send us Feedback, you acknowledge and understand that we make no assurances that your Feedback will be treated as confidential or proprietary.

Aggregate Information

We may gather information and statistics collectively about all visitors to this Website which may include the information supplied by you. This information helps us to design and arrange our Web pages in a user-friendly manner and to continually improve our Website to better meet the needs of our Website users. We may share this kind of aggregate data with selected third parties to assist with these purposes. Personal data is processed by us in accordance with our Privacy Policy.

Intellectual Property

The materials contained in this Website are protected by applicable copyright and trademark laws.

The copyright in all materials on this Website, including without limitation the text, data, articles, design, source code, software, photos, images, and other information (collectively the “Content”), is held by CGTM or its licensor. 

You agree that the Content may not be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without our express prior written consent. 

You acknowledge that the Content is and shall remain our property. You may not modify, participate in the sale or transfer of, or create derivative works based on any Content, in whole or in part. The use of the Content on any other website, including by linking or framing, or in any networked computer environment for any purpose, is strictly prohibited without our prior written approval. 

Nothing in these terms will be construed as conferring to you or any other person any right or license to any patent, trademark, copyright, or other proprietary rights of CGTM or any third party, whether by estoppel, implication or otherwise.

Acceptable Use Policy

You must only use the content or services provided through this Website for their stated purpose. You must not use this Website to:

1. violate any applicable laws or regulations;
2. display, upload or transmit material that encourages conduct that may constitute a criminal offense, result in civil liability or otherwise violate or breach any applicable laws or regulations;
3. use this Website or links on this Website in any manner that could interfere with, disrupt, negatively affect or inhibit other users from using this Website or links on this Website or that could damage, disable, overburden or impair the functioning of this Website or our servers or any networks connected to any of our servers in any manner;
4. publish, post, send, upload, submit, display or disseminate any information or material and/or otherwise make available or engage in any conduct that is unlawful, discriminatory, harassing, libelous, defamatory, abusive, threatening, harmful, offensive, obscene, tortious or otherwise objectionable;
5. interfere or violate the legal rights (such as rights of privacy and publicity) of others or violate others’ use or enjoyment of this Website;
6. violate, infringe or misappropriate any intellectual or industrial property right of any person (such as copyright, trademarks, patents, or trade secrets, or other proprietary rights of any party) or commit a tort;
7. mislead or deceive us, our representatives and any third parties who may rely on the information provided by you, by providing inaccurate or false information, which includes omissions of information;
8. upload files that contain viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of any person’s computer or property;
9. disguise the origin of any material transmitted through the services provided by this Website (whether by forging message/packet headers or otherwise manipulating normal identification information);
10. harvest or otherwise collect, whether aggregated or otherwise, data about others including e-mail addresses and/or distribute or sell such data in any manner;
11. send, upload, display or disseminate or otherwise make available material containing or associated with spam, junk mail, advertising for pyramid schemes, chain letters, virus warnings (without first confirming the authenticity of the warning), or any other form of unauthorized advertising or promotional material;
12. attempt to gain unauthorized access to any services or products, other accounts, computer systems, or networks connected to any of our servers through hacking, password mining, or any other means;
13. access any content, area or functionality of this Website that you are prohibited or restricted from accessing or attempt to bypass or circumvent measures employed to prevent or limit your access to any content, area or functionality of this Website;
14. obtain unauthorized access to or interfere with the performance of the servers which host this Website or provide the services on this Website or any servers on any associated networks or otherwise fail to comply with any policies or procedures relating to the use of those servers;
15. obtain or attempt to obtain any materials or information through any means not intentionally made available through this Website or its services;
16. use any part of this Website other than for its intended purpose; or 
17. use this Website to engage in or promote any activity that violates these terms.

Suspension

If we have reason to believe that there is likely to be a breach of security, breach or misuse of our Website or if you breach any of your obligations under these terms or the Privacy Policy, we may suspend and/or terminate your use of this Website at any time and for any reason.

Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless us and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, affiliates, agents, representatives, predecessors, successors and assigns from and against all claims, damages, liabilities, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your access to or use of our Website, products or services; (ii) your User Content; (iii) any feedback you provide; and/or (iv) your violation of these terms.

We reserve the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification pursuant to these terms.  This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between yourself and us.

Limitation of liability 

In no event shall we be responsible or liable for any claims, damages, liabilities, losses, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special (including damages for loss of business, revenues, profits, data, use, goodwill or other intangible losses) regardless of whether we have been advised of the possibility of such damages, liabilities, losses, costs or expenses, arising out of or in connection with: (a) the use or performance of this Website; (b) any provision of or failure to provide this Website or its services (including without limitation any links on this Website); (c) any information available from this Website; (d) any conduct or content of any third party; (e) unauthorized access, use or alteration of the transmission of data or content to or from us; or (f) the failure to receive in any way the transmission of any data, content, funds or property from you. 

Governing law

These terms and conditions are governed by and construed in accordance with the laws of the British Virgin Islands.

If you do not comply with these terms, and we do not take action right away, this does not mean that we are giving up any rights that we may have (such as taking action in the future).

If it turns out that a particular term is not enforceable, the term will be modified such that it is enforceable and this will not affect any of the other terms.

If you have any questions regarding these terms, please contact us at support@cleangold.io

Token Purchase Agreement

This TOKEN PURCHASE AGREEMENT (this “Agreement”) is made among  TGRT Ltd. (the “Seller”), a British Virgin Islands corporation with company number 2023829, and the “Buyer”.  Each of the Buyer and the Seller shall be considered a “Party,” and together, the “Parties.”

Recitals

WHEREAS the Seller owns and/or has rights to, without encumbrance, and operates, the CleanGold™ Blockchain in the  Sites (as defined below) and expects to produce digital gold certificates, from the Mine (as defined below) throughout the term of this Agreement;   

AND WHEREAS the Seller, directly and/or through an Affiliate, wishes to sell to the Buyer, and the Buyer, directly and/or through an Affiliate, wishes to purchase from the Seller, the Contract Quantity (as defined below) of Digital Gold Certificates (as defined below). In consideration for such sale of Gold Certificates, the Buyer wishes to make a prepayment on the Effective Date (as defined below), with the remainder of the consideration for such sale of Gold Certificates, if any, to be payable following Delivery (as defined below), all on and subject to the terms and conditions specified herein;   

NOW THEREFORE in consideration of the premises, mutual covenants, representations and warranties made herein, and of the mutual benefits to be derived hereby, and for other good, fair and valuable consideration and reasonably equivalent value, the receipt and sufficiency of which are hereby acknowledged by each Obligor, the Obligors hereby agree with the Buyer as follows:

Section 1: Definitions

As used in this Agreement, the following terms have the following meanings:   

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.   

“Agreement” has the meaning specified in the Preamble.   

“Applicable Laws” means all laws, statutes, regulations, Environmental Laws, Applicable Securities Laws, ordinances, codes of practice, circulars, guidance, common law, civil law, rules, by-laws, policies, guidelines, treaties and regulations, and all directives, orders, judgments, decisions, injunctions, awards and decrees of any Authority, and interpretations of any applicable laws by any Authority, in each case whether or not having the force of law.

“Applicable Securities Laws” means all applicable securities laws of British Virgin Islands, as applicable, and the respective rules and regulations under such laws together with applicable published fee schedules, prescribed forms, policy statements, national or multilateral instruments, orders, blanket rulings and other applicable regulatory instruments of the securities regulatory authorities in the British Virgin Islands and such other jurisdictions as may be mutually acceptable to the Seller and the Buyer.

“Authority” means any national, regional, state, municipal or local government or governmental, administrative, fiscal, judicial, arbitral or government-owned body, department. commission, authority, tribunal, agency or entity, or central bank (or any Person, whether or not government-owned and howsoever constituted or called, that exercises the functions of a central bank), including, but not limited to, any British Virgin Islands Authority.

“Business Day” means any day other than a Saturday or Sunday on which commercial banks London, England, New York, New York, and Toronto, Ontario are open for general business and on which the Gold Price is published on the Reference Price Source.

“Buyer” has the meaning specified in the Preamble.

“Consents” means any consent, authorization, license, registration, exemption, filing, agreement, permit or approval from, by, or with, an Authority or any other Person required in order for the Buyer and the Obligors to enter into and perform their respective obligations under this Agreement and the other Transaction Documents.

“Contract Quantity” Means the quantity of CGTC digital certificates, purchased thru the Dashboard.

“Covered Metals” means gold.

“Dashboard” means the web application accesible in the url: www.buy.cleangold.io 

“Delivery” means the delivery of Digital Gold Certificates by the Seller to the Buyer by means of credit to the Buyer’s CleanGold.io Account and “Deliver” and “Delivered” shall have corresponding meanings.

“Digital Certificate” means the CGTC token, that represents ownership of 1 gram of gold, per token.

“Disclosing Party” has the meaning specified in Section 16(1)(a).

“Effective Date” means the Initial Effective Date.

“Financial Quarter” means each three-month period ending on March 31, June 30, September 30 and December 31 of each calendar year.

“Financial Year” means each calendar year commencing on January 1 and ending on December 31.

“GAAP” means, in relation to any Person at any time, accounting principles generally accepted in the United States of America, applied on a basis consistent with the most recent audited financial statements of such Person (except for changes approved by the auditors of such Person).

“Gold” means the gold bars, gold coins or unallocated gold, derived from all the Produced Gold, complying with the rules of the LBMA from time to time in effect relating to good delivery and fineness.

“Gold Prepayment Amount” means the amount established in the Dashboard.

“Gold Price” means the LBMA Gold Price PM.

“Gold Price Discount” means _____________.

“Incoterms” International Commercial Terms are a series of pre-defined commercial terms published by the International Chamber of Commerce (ICC) relating to international commercial law. The relevant terms are “FCA” – Free Carrier

The Seller delivers the goods, cleared for export, at a named place (possibly including the seller's own premises). The goods can be delivered to a carrier nominated by the Buyer, or to another party nominated by the Buyer. And CIP – Carriage and Insurance Paid by the Seller to Offtaker’s vaults.

“Initial Investor Pool” means the Buyers that enter into this agreement that is limited to 80,000.

“Initial Effective Date” means the date on which (a) the conditions precedent set forth in Sections 3(1) and 3(2) have been satisfied in accordance with the terms thereof and (b) the Buyer makes an installment payment of the Gold Prepayment Amount to the Seller in an amount equal to US$ 10,000,000

“Instrument” means any contract, agreement, undertaking, indenture, mortgage, certificate, document or writing (whether formal agreement, letter or otherwise) under which any obligation, duty, covenant, agreement, affirmation, undertaking or liability is evidenced, assumed or undertaken, or any right or Lien (or right or interest therein) is granted, authenticated, notarized, authorized or perfected, and any notice, registration, recordation or filing associated with or required by any of the foregoing.

“Gold Mine Project”  means the gold mining project of the Seller located on Schedule A, to which the Mining Concessions relate, and all properties, assets, facilities, equipment, rights, titles, interests, contracts, Consents and Permits associated directly or indirectly in any manner whatsoever therewith (including, without, limitation, the Mining Concessions).

“Knowledge” means, when referring to the “knowledge” of any Person, or any similar phrase or qualification based on knowledge, the actual knowledge of such Person (and, in the case of a Person that is not an individual, the actual knowledge of senior management of such Person), and the knowledge that such Person (or senior management of such Person) would have obtained after making due and appropriate inquiry with respect to the particular matter in question.

“KYC” means the set of regulations that mandate the process of identification and verification of the identity of the Buyer (Know Your Customer)

“LBMA” means the London Bullion Market Association or its successor.

“LBMA Gold Price PM” means, with respect to any pricing date, the afternoon London gold price per troy ounce of gold for delivery in London through a member of the LBMA authorized to effect such delivery, stated in U.S. Dollars, as calculated and administered by independent service provider(s), pursuant to an agreement with the LBMA. In the event that such reference price ceases to exist, the LBMA Gold Price PM will be based on a comparable, publicly available and widely recognized source or mechanism as determined in the sole and absolute discretion of the Buyer.

“Lockup Period” means the time lapse between the date of purchase and the convertibility date, under which the Buyer cannot sell its Digital Certificates outside the initial investor pool. 

“Market Participant” means the contracting entity utilizes Gold as part of their regular activities and not only for investment purposes.

“Material Agreements” means this Agreement, the Security Documents, the Mineral Sales Contract/Refining Agreement, and all other contracts, indentures, purchase agreements, credit agreements, agreements, leases, Instruments and other binding commitments and undertakings of each Obligor, the performance or breach of which would reasonably be expected to have a Material Adverse Effect, including without limitation, all contracts, indentures, purchase agreements, credit agreements, agreements, leases, Instruments and other binding commitments and undertakings which relate in any manner to the access to or the development, construction, operation and maintenance of the Mine and/or the Mining Concessions, including the conduct of mining activities thereon.

“Mine” means the gold mine(s) being operated to produce the gold that backs each CGTC.

“Mineral Sales Contract/Refining Agreement” means an agreement to be executed by the Seller, as depositor; the Buyer; and an Offtaker, to purchase or refine all gold-containing concentrate or doré produced by the Seller.

“Mineral Processing Facility” means any mill or other processing facility owned by any Obligor or any third-party mill or other processing facility that may process ore and/or mineralized rock from the Mine under the Mineral Sales Contract/Refining Agreement.

“Minerals” means any and all marketable minerals or materials (including each Covered Metal) in whatever form or state that is mined, extracted, removed, produced or otherwise recovered from the Mining Concessions, including any such material derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Mining Concessions, and including ore and/or mineralized rock or other products resulting from the further milling, processing or other beneficiation of Minerals, including concentrates or doré bars.

“Mining Concessions” means those certain mining concession rights granted by any Authority to any Obligor or to third parties, as listed in Schedule A, as amended, supplemented, or replaced from time to time, including, but not limited to, those rights and interests transferred and assigned to any Obligor, including all “step-in” rights, interests, privileges and mining rights under Applicable Laws, and any amendment, supplement, or replacement to of any the aforesaid concession or any future extraction concession relating to any area within the such concessions, including any rights, privileges and interests that any Obligor may acquire in the surface, mineral and subsurface lands and other property rights within the area of said concessions.

“Obligations” has the meaning specified in Section 9(1)(a).

“Offtaker” means any Person other than the Obligors that purchases Minerals from the Obligors or that takes delivery of Minerals for the purpose of smelting, refining or other beneficiation of such Minerals for the benefit of any Obligor.

“Other Taxes” means any present or future stamp or documentary taxes or any other exercise or property taxes, charges, financial institutions duties, debits taxes or similar levies, together with any interest and any penalties, additions to tax or additional amounts with respect thereto.

“Ounce” means a fine troy ounce.

“Party” has the meaning specified in the Preamble.

“Permits” means any permit, license, certificate, consent, approval, registration, waiver or other authorization issued or required to be issued, by any Authority, including any such Permit required under Environmental Law and any and all Permits that are necessary and required to be obtained at any particular time to undertake and conduct the business of the Obligors, including: (i) the start-up, development, expansion of development or operation of Sites or the Mining Concessions; and (ii) the financial condition of the Obligors; in each case, as set out in Schedule A.

“Person” means a natural person, partnership, corporation, joint stock company, trust, unincorporated association, joint venture or Authority, and pronouns have a similarly extended meaning.

“Produced Gold” means any and all gold in whatever form or state that is mined, produced, extracted or otherwise recovered from the Mining Concessions and the Mine, including any gold derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Mining Concessions, and including gold contained in any ore and/or mineralized rock or other products resulting from the further milling, processing or other beneficiation of Minerals, including concentrates, gold coins and doré bars.

“Project Technical Characteristics” means mineral resources, mineral reserves, mine plans, and project economics, including operating and capital costs, utilized to determine the technical and economic feasibility of the start of the sustainable commercial operation of the Sites, each as disclosed to the Buyer.

“Reasonable and Prudent Operator” means a Person seeking in good faith to perform its contractual obligations and in so doing, and in the general conduct of its undertaking, exercising that degree of skill, diligence, prudence and foresight that would reasonably and ordinarily be expected from a skilled and experienced operator complying in all material respects with all Applicable Laws engaged in the same type of undertaking, under the same or similar circumstances and conditions and in the same general location. A Reasonable and Prudent Operator is not necessarily defined as a Person performing the optimal standard practice method or act to the exclusion of others, but rather refers to a range of action that is both reasonable and prudent under the circumstances.

“Recipient” has the meaning specified in Section 16(1)(a).

“Sanction(s)” means any sanction administered or enforced by the United States government, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

“Sanctions List” means (a) the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Treasury Department’s Office of Foreign Assets Control; (b) the Consolidated List of Financial Sanctions Targets maintained by the UK Treasury; (c) any sanction list created or maintained by FINTRAC; or (d) any similar list maintained by any other relevant sanctions authority.

“Scheduled Delivery Month” means each of the calendar months following the month in which the Initial Effective Date occurs, through the month that is 60 calendar months following the month in which the Tranche 3 Effective Date occurs, in accordance with this Agreement and including any months pursuant to Section 7(3) under this Agreement.

“SEC” means the U.S. Securities and Exchange Commission.

“Seller” has the meaning specified in the Preamble.

“Settlement Price” means the LBMA Gold Price PM.

“Sites” means all assets needed to conduct mining activities by any Obligor on the Mining Concessions, including, but not limited to the Mining Concessions, real property, lands, rights to use or possess real property or lands, mills, equipment, tools, spare parts, infrastructure, roads, permits, etc., identified as belonging to any Obligor, as set out in Schedule A.

“Subsidiary” means, with respect to any Person at any time, any other Person the accounts of which would be consolidated with those of such Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as well as any other Person (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, by such Person or (b) that is, as of such date, otherwise Controlled by such Person.

“Tax” or “Taxes” means all national, federal, state, regional, provincial, municipal local, foreign and other net income, gross income (“income tax”), gross receipts, sales (“VAT or IVA”), use, ad valorem, transfer, franchise, profits, license, lease, service, goods and services, harmonized sales, value added, withholding, payroll, employment, excise, severance, stamp (“timbre”), occupation premium, property, windfall profits, fuel, gas import, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever imposed by any Authority, whether in effect at the time of this Agreement or thereafter imposed, together with any interest and any penalties, additions to tax or additional amounts with respect thereto.

“Term of this Agreement” means the period commencing on the Initial Effective Date and ending on the final Monthly Delivery Date.

“Transaction Documents” means this Agreement, the Security Documents, and each other document entered into by any Obligor with the Buyer with respect to the transactions contemplated hereby.

“United States,” “US” and “U.S.” mean the United States of America.

“US Authority” the government of the United States, or any political subdivision thereof, whether federal, state, regional, territorial, municipal or local, and any public department, agency, authority, instrumentality, board, bureau, or arbitral, judicial or administrative, regulatory body, self-regulatory authority or body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising such powers or functions), including, but not limited, to any securities commission or any other comparable authority or agency, and any subdivision of any of the foregoing.

“Unpatented Claims” means any mining claim which is not a Patented Claim.

“US Dollar,” “U.S. Dollar,” “US$,” and “$” mean the lawful currency of the United States.

“Whitepaper” means the Clean Gold Whitepaper, Lite paper that is available for download on the Seller’s website www.cleangold.io 

Section 2: Condition Precedent

1. The following conditions precedent shall apply:
1. All representations and warranties set out in this Agreement are true and correct on and as of the Effective Date and after giving effect to the transactions to be effected on the Effective Date.
2. All covenants of the Seller set out in this Agreement required to be complied with prior to the Effective Date shall have been complied with (other than those which by their nature are required to be complied with and will be complied with as of the Effective Date).
2. The following conditions precedent shall apply to the obligation of the Buyer to pay the first installment of the Gold Prepayment Amount to be made on the Initial Effective Date:
1. The Buyer and its representative has gone through the automated KYC process set for the website buy.cleangold.io, and the statements and filings set forth on that domain are true and correct.
2. The Buyer is a Market Participant in the Gold Market.
3.  (i) All required Consents shall have been obtained by the Seller and delivered to the Buyer.
4.  Real Property:
1. The Buyer shall be satisfied that the Digital Certificates granted in the execution of this agreement constitute a first-priority perfected property right, nonetheless and until gold is not extracted, 
5.  The Seller shall have delivered to the Buyer, in form and substance reasonably satisfactory to the Buyer:
1. The corresponding amount of CGTC Digital Gold Certificates to the account setup on the website www.buy.cleangold.io 

Section 4: Sale and Purchase

1. Subject to the terms and conditions of this Agreement, the Seller shall sell to the Buyer and the Buyer shall buy from the Seller the Contract Quantity of Gold free and clear of all Liens. Property of the gold will be represented by the Digital Certificate.
2. It the Buyer requests physical delivery of the gold represented the buyer must transfer the Digital Certificate to the buyer to be destroyed.  
3. The purchase price shall be paid during the term of this Agreement in accordance with Section 8.

Section 5: Delivery

1. Delivery of the Digital Certificates will be done upon receipt of Payment. The Buyer must create an account on the website www.buy.cleangold.io   and provide with all of the elements required in compliance with KYC regulations, this account will then have total ownership of the Digital Certificates.
2. Physical Delivery is optional upon termination of the Lockup Period, and will be available in 50 gram coins that will be delivered under the Incoterms CIP for delivery at the Offtaker’s.  Or FCA if the Buyer establishes physical delivery to any other location.
3. Upon termination of the Lockup Period, The Buyer’s Digital Certificates will be released for convertibility or trade outside the Initial Pool of Investors in a “first in first out” basis, and will be correlated to the amount of gold extracted. The release schedule and progress will be available for the Buyer to consult on the Seller’s website www.cleangold.io 

Section 6: Title and Risk

1. Upon each Physical Delivery of the Gold pursuant to this Agreement, all legal and beneficial title to such Gold will pass irrevocably from the Seller to the Buyer free and clear of any Liens and third-party claims.

Section 7: Purchase Price, Use of Proceeds.

1. Price of the CGTC Digital Certificates will be set by the LBMA Gold Price PM on the date of purchase minus the Gold Price Discount established on the definitions of this instrument. 
2. The minimal amount of Gold to be invested is as per Schedule A.
3. Use of Proceeds for this presale is established in the Whitepaper.

Section 8: Payments

1. The Buyer can make payments via the following methods:
1. Wire Transfer to the following account: 
• Singapore Bank Name:  RHB Bank Berhad
• Singapore Bank Address: 90 Cecil St, #01-00, Singapore 069531
• Singapore Bank SWIFT Code: RHBBSGSG
• Bank Account Name: TGRT Ltd
• Bank Account Number: 48001252904

2. USDT to the following address: 0xF861e67DF8e2b3D3659976DE7425E98452d55546
3. USDC to the following address: 0xF861e67DF8e2b3D3659976DE7425E98452d55546

Section 9: Confidentiality

1. The Parties undertake that during the operation of, and after the expiration, termination or cancellation of, this Agreement for any reason, they will keep confidential:
1. Any information that a Party (“Disclosing Party”) communicates to the other Party (“Recipient”) and which is stated to be, or by its nature is, or is intended to be, confidential; and
2.  All other information of the same confidential nature concerning the business of a Disclosing Party that comes to the knowledge of the Recipient while it is engaged in negotiating the terms of this Agreement or after its conclusion, including:
1. details of the Disclosing Party’s financial structures and operating results; and
2. details of the Disclosing Party’s strategic objectives and planning.
2. Each Party undertakes, subject to Section 16(3) through Section 16(6), inclusive, not to (a) disclose any information that is to be kept confidential in accordance with the terms of this Section 16, or (b) use such information for its own or anyone else’s benefit, except in connection with this Agreement and the other Transaction Documents.
3.  A Recipient shall be entitled to disclose any information to be kept confidential if and to the extent only that the disclosure is:
1. bona fide and necessary for the purposes of carrying out its duties under this Agreement;
2. required by any Applicable Law or Applicable Securities Laws;
3. required by the rules of any competent authority or securities exchange on which securities of the Recipient are listed; or
4. required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body.
4. The obligation of confidentiality placed on the Parties in terms of this Section 16 shall cease to apply to a Recipient in respect of any information which:
1. is or becomes generally available to the public other than by the negligence or default of the Recipient or by the breach of this Agreement by the Recipient;
2. the Disclosing Party confirms in writing is disclosed on a non-confidential basis;
3. has lawfully become known by, or come into the possession of, the Recipient on a non-confidential basis from a source other than the Disclosing Party, and to the Recipient’s knowledge, not in violation of any duty of confidentiality; or
4.  is disclosed pursuant to a requirement or request by operation of law, regulation or court order, to the extent of compliance with such requirement or request only and not for any other purpose.
5.  In the event that the Recipient is required to disclose confidential information of the Disclosing Party as contemplated by clause (3) above, the Recipient will to the extent possible and legally permissible:
1.  advise the Disclosing Party thereof in writing prior to disclosure;
2. take such steps to limit the disclosure to the minimum extent required to satisfy such requirement;
3. afford the Disclosing Party a reasonable opportunity to intervene in the proceedings;
4. comply with the Disclosing Party’s reasonable requests as to the manner and terms of any such disclosure; and
5. notify the Disclosing Party of the receipt of, and the form and extent of, any such disclosure or announcement immediately after it is made.
6. Notwithstanding any other provisions of this Section 16, the Buyer may disclose any information about the Obligors, their respective Affiliates, the Sites, this Agreement or any Transaction Document to any potential assignee, participant hedging counter-party or insurer, subject to such Person agreeing to adhere to the same confidentiality undertakings contained in this Section 16.

Section 10: Governing Law and Jurisdiction

1. This Agreement is governed by the United Nations Convention on Contracts for the International Sale of Goods.
2. Each Obligor irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts of the British Virgin Islands, in any action or proceeding arising out of or relating to this Agreement or any other Transaction Document, or for recognition or enforcement of any judgment and each of the Parties irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such court. Each Party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of inconvenient forum to the maintenance of such action or proceeding. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Transaction Document shall affect any right that the Buyer may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Document against the Obligors or their properties in the courts of Australia or any other jurisdiction unless specifically permitted by the terms of such Transaction Document. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.