ALITI GROUP LLC — USA

PREMIUM BUSINESS CONSULTANCY & GOLD PROCUREMENT FACILITATION

CLIENT ENGAGEMENT & SERVICE AGREEMENT

This Client Engagement & Service Agreement (“Agreement”) is entered into between:

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ALITI GROUP LLC, a U.S. limited liability company (“ALITI GROUP” or “Consultant”) under the Owner and CEO of ALITI GROUP LLC, Mrs. Alina Liwo-Kremer, and the Client / Prospective Buyer and/or Authorized Representative, collectively referred to as the “Parties" and signatory of the agreement below.

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1. PURPOSE OF THE ENGAGEMENT

The Client wishes to explore and, subject to satisfaction of all applicable requirements, potentially procure gold bullion from third-party Seller and Title Holder, Golden Lion Precious Resources PTE LTD/ Mr. Gregory Hall, identified and represented by ALITI GROUP LLC as the Seller's authorized Seller Mandate.

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The Client hereby retains ALITI GROUP LLC to provide professional business consultancy, procurement coordination, transaction administration and commercial facilitation services in connection with the Client’s independent gold bullion procurement requirements.

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ALITI GROUP’s services are intended to facilitate the commercial process between the Client and the identified Seller and do not constitute a guarantee that a gold bullion transaction will be completed.

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2. ALITI GROUP’S CAPACITY AND ROLE

ALITI GROUP LLC is acting in the following capacities:

1. As an independent business consultancy and transaction-facilitation service provider to the Client; and

2. As an authorized Seller Mandate representing the Seller and Title Holder, Golden Lion Precious Resources PTE LTD/ Mr. Gregory Hall, in accordance with a separate authorization/mandate arrangement between ALITI GROUP LLC and the Seller.

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ALITI GROUP does not represent itself as the owner, title holder, producer or ultimate seller of the gold bullion.

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The Seller/Title Holder remains responsible for the gold bullion, its ownership/title, availability, applicable Seller terms, pricing, transaction documentation, acceptance of the Buyer, and completion of the underlying sale.

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3. SELLER

For purposes of this engagement, the identified Seller is:

Golden Lion Precious Resources PTE LTD and Title Holder: Mr. Gregory Hall

 

The Seller may accept or reject a prospective Buyer, transaction structure, proposed quantity, transaction terms or proposed transaction at its sole discretion, subject to its contractual and legal obligations.

 

ALITI GROUP does not have authority to override the Seller’s independent commercial or compliance decisions unless expressly authorized in writing by the Seller.

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4. SCOPE OF ALITI GROUP’S SERVICES

Subject to payment of the Engagement Fee described below, ALITI GROUP may provide services including:

• Assessment of the Client’s stated gold bullion procurement requirements;

• Procurement and transaction consultancy;

• Initial commercial qualification and coordination;

• Coordination of the Client’s requirements with the Seller;

• Communication and correspondence coordination between the Client and Seller;

• Coordination of relevant commercial and transaction documentation;

• Facilitation of the transaction process;

• Coordination of meetings and communications where appropriate;

• Administrative and project coordination relating to the proposed transaction;

• Follow-up and transaction-status coordination;

• Assistance in progressing the Client toward the Seller’s applicable requirements; and

• Other reasonable consultancy and commercial facilitation services directly related to the Client’s stated procurement requirements.

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ALITI GROUP may determine, in its professional discretion, the appropriate manner and sequence in which these services are provided.

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5. ENGAGEMENT FEE

The Client agrees to pay:

ALITI GROUP LLC — Gold Bullion Procurement Consultancy & Transaction Facilitation Engagement Fee - USD $5,000.00

 

The Engagement Fee is payable in advance and must be received and cleared before ALITI GROUP commences substantive services under this Agreement.

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The Engagement Fee compensates ALITI GROUP for its professional consultancy, procurement coordination, transaction administration, commercial facilitation, allocated professional resources and time committed to the Client’s engagement.

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The Engagement Fee is not a payment for gold bullion, is not part of the purchase price of any gold bullion, and does not constitute a deposit toward the purchase of gold.

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6. ALLOCATED PROFESSIONAL TIME

The $5,000 Engagement Fee includes a minimum allocation of approximately 10–20 hours of professional time and resources toward the Client’s engagement, depending on the nature and complexity of the proposed transaction.

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The allocated time may include preparation, review, communications, coordination, documentation, meetings, follow-up and other reasonable activities required to facilitate the Client’s procurement request.

The Parties acknowledge that the time allocation represents professional resources committed to the engagement and does not constitute a guarantee of a completed transaction within a specified number of hours.

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Where a transaction requires substantial work beyond the scope reasonably contemplated by this Agreement, ALITI GROUP may propose additional consultancy fees or a revised engagement scope, subject to the Client’s written approval.

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7. NON-REFUNDABLE ENGAGEMENT FEE

The Engagement Fee is non-refundable. Once received, ALITI GROUP will commence with the provision of substantive services under this Agreement.

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The Client acknowledges that ALITI GROUP commits professional time, resources and commercial opportunity to each accepted engagement.

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Accordingly, the Client’s decision not to proceed, inability to perform, failure to satisfy the Seller’s requirements, failure to provide requested documentation, inability to provide required proof of funds, change of investment strategy, or failure of the proposed transaction to close does not, in itself, create an entitlement to a refund of the Engagement Fee.

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Nothing in this clause excludes any refund or remedy that may be required by applicable mandatory law.

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8. NO GUARANTEE OF TRANSACTION OR GOLD ALLOCATION

Payment of the $5,000 USD Engagement Fee guarantees:

• Submission of the Buyer's LOI & CIS to the Seller;

• Seller's acceptance;

• Gold availability;

• Buyer's requested specific quantity or allocation;

• Discount: 

  • Older than 5-years: 14% Gross and 11% Net​

  • Less than 5-years: 12% Gross and 9% Net

• Execution of a:

  • Full Corporate Offer (FCO)

  • Sales Purchasing Agreement (SPA)

  • Commercial Invoice (CI)

  • Irrevocable Master Protection Fee Agreement and NCNDA (NCNDA/IMFPA)

• Scheduled TTM to meet with the Seller

• Scheduled ATV to view the Gold Bullion

• FOB or CIF Delivery of gold bullion

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Payment of the $5,000 USD Engagement Fee does not guarantee:​

• Successful completion of the transaction.

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All proposed transactions remain subject to the Seller's applicable terms and procedural conditions. Successful completion of all transactions is dependent on the Buyer's commitment and ability to perform according to the Seller's pre-stated procedures.

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ALITI GROUP may facilitate and coordinate the commercial process but cannot guarantee the independent actions, decisions, compliance determinations, availability, performance or acceptance of the Seller, Buyer or any other third party.

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9. SELLER-SIDE COMPENSATION AND DISCLOSURE

The Client acknowledges and agrees that ALITI GROUP LLC may receive separate compensation from the Seller in connection with a successfully completed transaction.

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Under its separate Seller Mandate arrangement, ALITI GROUP may be entitled to a 1.5% Seller-side success commission calculated in accordance with the applicable terms of its agreement with the Seller.

 

The Client acknowledges that:

1. The Seller-side commission is separate from the $5,000 Engagement Fee;

2. The Seller-side commission is not an additional amount payable by the Client to ALITI GROUP;

3. The Seller-side commission is payable by the Seller pursuant to the separate Seller Mandate arrangement; and

4. The existence of the Seller-side commission has been disclosed to the Client.

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10. NO OWNERSHIP OR SALE OF GOLD BY ALITI GROUP

The Client expressly acknowledges that:

• ALITI GROUP does not purchase the gold on behalf of itself;

• ALITI GROUP does not own the gold bullion;

• ALITI GROUP does not represent that it owns the gold bullion;

• ALITI GROUP does not sell its own gold bullion under this Agreement;

• ALITI GROUP is not the title holder of the gold bullion;

• ALITI GROUP is not responsible for the Seller’s ownership, title, custody, availability or delivery of the gold; and

• The underlying purchase of gold bullion is a separate transaction between the Client and the Seller.

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The Client shall not represent ALITI GROUP as the owner or Seller of the gold bullion.

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11. BUYER AND SELLER TRANSACTION

The Client understands that the underlying gold bullion purchase is subject to the Seller’s applicable commercial, compliance and transaction requirements.

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Where required by the Seller, the Client may be required to provide appropriate corporate, identification, KYC/AML, proof-of-funds, proof-of-capability and other documentation before the Seller proceeds with direct communication or transaction documentation.

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The Seller retains the right to determine when direct communication with the Client is appropriate and whether the Client has satisfied the Seller’s applicable requirements.

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ALITI GROUP does not have authority to waive or override requirements imposed by the Seller unless the Seller expressly authorizes such waiver in writing.

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12. DIRECT SELLER COMMUNICATION

ALITI GROUP is directly mandated by the Seller and acts as the Client’s professional facilitator in progressing the procurement request.

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Direct communication between the Client and the Seller/Title Holder may be arranged when appropriate and after the Client has satisfied the applicable Seller requirements.

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The purpose of this process is to ensure that prospective Buyers presented to the Seller have been appropriately qualified and are prepared to proceed in accordance with the Seller’s transaction requirements.

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13. CLIENT RESPONSIBILITIES

The Client agrees to:

• Provide accurate and complete information;

• Provide information and documentation reasonably requested for qualification and transaction processing;

• Respond to ALITI GROUP within commercially reasonable timeframes;

• Satisfy the Seller’s applicable requirements;

• Provide evidence of financial capability or proof of funds when legitimately required;

• Act in good faith throughout the engagement;

• Not provide false, misleading or fraudulent documentation;

• Not misrepresent its identity, authority, financial capacity or intended transaction;

• Comply with all applicable laws and regulations; and

• Notify ALITI GROUP promptly of any material change affecting the proposed transaction.

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ALITI GROUP may suspend or terminate facilitation services if the Client provides materially false information, fails to cooperate, fails to satisfy applicable requirements, or presents compliance or reputational concerns.

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14. NO FINANCIAL OR INVESTMENT ADVICE

ALITI GROUP’s services under this Agreement constitute business consultancy, procurement coordination and transaction facilitation.

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Nothing in this Agreement constitutes:

• investment advice;

• financial advice;

• securities advice;

• legal advice;

• tax advice;

• banking advice;

• a guarantee of investment returns; or

• a recommendation that the Client purchase gold.

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The Client is responsible for obtaining its own independent legal, tax, financial and regulatory advice where appropriate.

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15. TRANSACTION FUNDS

Unless separately agreed in writing and legally permitted, ALITI GROUP is not the recipient, custodian or escrow agent for the Client’s gold purchase funds.

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The Client shall make any gold purchase payment in accordance with the Seller’s executed transaction documents and designated payment instructions.

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The Client should not transfer gold purchase funds to any person claiming to represent ALITI GROUP unless such payment has been expressly authorized in writing by ALITI GROUP and is legally permissible.

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16. THIRD-PARTY SELLER

The Client acknowledges that the Seller is a separate legal entity from ALITI GROUP LLC.

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ALITI GROUP is responsible only for the consultancy and facilitation services expressly undertaken under this Agreement and does not assume the Seller’s contractual obligations to the Client.

 

The Seller remains responsible for the underlying sale in accordance with the definitive transaction documents entered into between the Seller and Client.

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17. CONFIDENTIALITY AND NON-CIRCUMVENTION

The Client agrees to maintain the confidentiality of non-public commercial information, transaction structures, Seller information, pricing information, documentation and other proprietary information provided by ALITI GROUP in connection with the engagement.

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The Client shall not knowingly circumvent ALITI GROUP in relation to a transaction, Seller relationship or commercial opportunity introduced or facilitated by ALITI GROUP for the purpose of avoiding ALITI GROUP’s agreed compensation.

 

Any specific non-circumvention obligations applicable to the Client shall be governed by a separate Non-Circumvention, Non-Disclosure and/or transaction agreement where required.

 

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18. NO INTERMEDIARY REPRESENTATION

ALITI GROUP represents that, for purposes of this engagement, it is acting directly under its authorized Seller Mandate and is only presenting the Client directly to the Seller and Title Holder.

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Any third party subsequently required for banking, logistics, legal, compliance, inspection, custody, transportation or other legitimate transaction functions shall remain subject to the applicable transaction documentation and disclosure requirements.

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19. COMPLIANCE

The Client acknowledges that any proposed transaction is subject to applicable laws, regulations, sanctions requirements, anti-money laundering requirements, know-your-customer requirements and other applicable compliance standards.

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ALITI GROUP and/or the Seller/Title Holder may decline, suspend or terminate a proposed transaction where required or reasonably considered necessary for legal, regulatory, compliance, risk-management or commercial reasons.

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No party shall be required to proceed with a transaction that would violate applicable law or regulatory requirements.

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20. INDEPENDENT CLIENT

The Client enters into this Agreement as an independent client of ALITI GROUP.

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Nothing in this Agreement creates a partnership, joint venture, employment relationship, fiduciary relationship or ownership interest between the Client and ALITI GROUP.

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21. GOVERNING LAW

This Agreement shall be governed by the laws of Illinois, USA, taking into consideration the jurisdiction of ALITI GROUP LLC and the applicable law governing this agreement.

 

The Client understands and agrees that the specific governing-law for the Gold Bullion Sales and Purchasing Agreement entered into between the Seller and Buyer will be determined by the Seller and as per the location of the gold bullion being purchased.

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22. ENTIRE AGREEMENT

This Agreement constitutes the agreement between the Parties concerning the ALITI GROUP consultancy and facilitation engagement described herein and supersedes prior verbal representations concerning the same subject matter, except for written agreements expressly incorporated by reference.

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Any amendment must be made in writing and accepted by both Parties.

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CLIENT ACKNOWLEDGEMENT

By signing below, the Client confirms that it:

1. Has read and understood this Agreement;

2. Understands that ALITI GROUP LLC is a business consultant and authorized Seller Mandate, not the owner or Seller/Title Holder of the gold bullion;

3. Understands that Golden Lion Precious Resources PTE LTD is the identified Seller/Title Holder;

4. Understands that the $5,000 USD Engagement Fee is compensation for ALITI GROUP’s professional consultancy and facilitation services;

5. Understands that the Engagement Fee does not constitute a payment toward the purchase of gold;

6. Understands that the Engagement Fee does not guarantee a completed transaction;

7. Understands that ALITI GROUP may receive separate Seller-side compensation of 1.5% upon successful completion of qualifying transactions pursuant to its separate Seller Mandate agreement with the Seller/Title Holder;

8. Understands that the Seller/Title Holder independently determines whether to proceed with any proposed transaction; and

9. Agrees to comply with the terms of this Agreement.

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