Customer Pre-Purchase Agreement

(Gold Redemption Terms of Sale)
Date: [Effective Date]

Parties:

Musa Gold L.L.C-FZ (“Musa Gold” or “Seller”), a limited liability company incorporated under the laws of Dubai, United Arab Emirates, with Licence Number 2527995.01 and registered office at Meydan Grandstand, 6th Floor, Meydan Road, Nad Al Sheba, Dubai, United Arab Emirates.
You (“Buyer” or “Customer”), a private or legal entity pre-purchasing a GOLD REDEMPTION RECEIPT under this Agreement, whose details are provided during the purchase process and who resides in a Permitted Jurisdiction.

Background:

Musa Gold has entered into an agreement with mining companies (“Supplier”) to purchase refined physical gold, which it offers to customers.
B. Musa Gold provides the Buyer the opportunity to pre-purchase GOLD REDEMPTION RECEIPT, each certifying the right to redeem 0.1 ounce of physical Refined Gold for personal use, not for resale or profit, subject to the terms herein.
C. The physical gold purchase receipts will be issued and managed by Musa Gold (“Seller”) and will be performed as proof of deed for redeeming the pre-ordered and purchased physical gold of the selected and available amount.
D. The Buyer seeks to acquire physical Refined Gold via these pre-purchase receipts for personal redemption, acknowledging that sales are restricted to Permitted Jurisdictions. Prohibited Jurisdictions are USA and sanctioned countries to ensure regulatory compliance.

Agreed Terms:

Definitions

1.1 Unless the context otherwise requires, the following terms have these meanings:

“Agreement” means this Customer Pre-Purchase Agreement (Gold Redemption Terms of Sale), including any schedules or amendments.
“Delivery Fees” means costs for shipping, insurance, and handling of Refined Gold, as notified by a selection of third party shipping companies, provided by Musa Gold at the time of redemption.
“Gold Redemption Receipt” (“GRR”) means a digital deed issued by the Seller, certifying the Buyer’s pre-purchased right to redeem 0.1 ounce of physical Refined Gold at the Redemption Price, intended for personal use only, and subject to this Agreement.
“Permitted Jurisdictions” means countries not on the list of Prohibited Jurisdictions, where pre-purchases are allowed to minimize regulatory risk.
“Prohibited Jurisdictions” means The United States of America (USA) and sanctioned countries (including but not limited to Iran, North Korea, Russia, Syria, Cuba, Myanmar, and Venezuela), where pre-purchases are prohibited to avoid regulatory violations.
“Pre-Purchase Date” means the date the Buyer completes payment for a GRR.
“Pre-Purchase Price” means USD 55 per GRR, representing the upfront cost to secure the right to redeem 0.1 ounce of physical gold. When Buyer purchases a bundle of 10 GRRs, the total price payable by Buyer for the 10 GRR at 0.1 ounce each, will be USD 500.
“Redemption Balance” means the remaining amount USD 165 per GRR payable by the Buyer to redeem 0.1 ounce of Refined Gold, in addition to the Pre-Purchase Deposit.
“Redemption Deadline” means the date by which the Buyer must redeem a GRR, one (1) year from the Initial Production Date, extendable per Clause 5.4.
“Redemption Period” means the one (1) year period during which the Buyer is obliged to redeem the GRR, starting from the Pre-Purchase Date or Initial Production Date (as applicable), subject to extension under Clause 5.4, and ending no later than March 07, 2031, or termination of Musa Gold’s supply agreement with the Supplier, whichever occurs first.
“Initial Production Date” means the first date on which the Supplier, commences commercial production of Refined Gold at its designated gold mine, certified as meeting a minimum purity of 99.99% (24 karat) and available for redemption under this Agreement, as confirmed by the Supplier to Musa Gold and subsequently notified to Buyers via the Platform.
“Redemption Price” means USD 220 per GRR of Refined Gold or USD 2150 if 10 GRR’s are purchased as a bundle, inclusive of the Pre-Purchase Deposit and Redemption Balance, plus any applicable and Extended Redemption Fees, representing the total cost for physical gold redemption.
“Refined Gold” means gold meeting a minimum purity of 99.99% (24 karat), as certified by the Supplier.

Pre-Purchase of GRRs

2.1 Offer and Acceptance:

Musa Gold offers, and the Buyer accepts, the right to pre-purchase GRRs via Musa Gold web page (“Platform”).
Pre-purchases and redemptions are prohibited in certain Jurisdictions, as determined by Musa Gold to ensure regulatory compliance. The full list of Prohibited Jurisdictions can be found on Musa Gold Compliance policy on the Platform.
The GRR is a non-transferable pre-purchase right for physical Refined Gold redemption, not a financial product, security, or investment vehicle.

2.2 Pre-Purchase Process:

(a) The Buyer, residing in a Permitted Jurisdiction, and fulfills compliance requirements determined by Musa Gold at any particular moment in time, selects the number of GRRs and pays the Pre-Purchase Price via the Platform, via available payment options.

(b) Upon payment confirmation and verification of the Buyer’s identity, the Seller generates and assigns the GRRs to the Buyer’s designated back office on Musa Gold platform.

(c) Musa Gold will provide a digital receipt to the Buyer accessible in Buyer’s back office on the Platform, upon completion of the payment.

2.3 Propriété :

The Buyer owns the GRRs upon assignment as personal pre-purchase rights for physical gold redemption, subject to this Agreement.
Musa Gold retains no ownership or control over the Receipts post-issuance, except as provided herein (e.g., redemption fulfillment).

2.4 Purchase Limit:

The Buyer may pre-purchase a maximum of 10 ounces of Gold per transaction, subject to availability and Musa Gold’s discretion to adjust limits based on supply or regulatory considerations, with notice to the Buyer via their account in the Platform.

Nature of GRRs

3.1 Rights Conferred:

Each GRR grants the Buyer the exclusive, non-transferable right to redeem 0.1 ounce of physical Refined Gold from Musa Gold at the Redemption Price.

3.2 No Direct Rights Against Supplier:

The Buyer acknowledges that:

(a) GRRs create rights solely against Musa Gold for physical gold redemption, not the Supplier.

(b) These Receipts are pre-purchase rights for a physical commodity, not financial instruments, securities, derivatives, or investments, and Musa Gold does not guarantee profit, value appreciation, or resale potential.

3.3 Physical Commodity Basis:

The GRRs represent a fractional pre-purchase of Musa Gold’s physical gold inventory, sourced from the Supplier, intended for personal redemption rather than financial speculation.

Supply and Availability

4.1 Source of Gold:

Musa Gold sources Refined Gold from licensed Suppliers under supply agreements.

4.2 Supply Risks:

The Buyer acknowledges that:

(a) Delivery of physical Refined Gold may be delayed or prevented due to Supplier-related issues (e.g., production halts, insolvency, Force Majeure) beyond Musa Gold’s reasonable control.

(b) Musa Gold’s sole obligation in such cases is to refund the Redemption Price paid at redemption, per Clause 5.3, with no additional liability.

4.3 Maximum Supply:

Musa Gold’s total supply is capped at certain levels over the Redemption Period. Redemption is subject to this limit, allocated on a first-come, first-served basis among GRR holders.
Musa Gold will notify Buyers via the Platform if supply nears exhaustion.

Redemption of GRRs

5.1 Redemption Obligation:

(a) The Buyer is obliged to redeem each GRR for physical delivery of 0.1 ounce of Refined Gold within the Redemption Period, commencing on the Pre-Purchase Date, except as provided in Clause 5.2 for the first redemption year.

(b) The Redemption Period is one (1) year from the Pre-Purchase Date or, for Receipts purchased prior to the Initial Production Date, one (1) year from the Initial Production Date, unless extended under Clause 5.4.

(c) The Final Redemption Period ends no later than 5:00 pm AEST on March 07, 2031, or upon termination of Musa Gold’s supply agreement with the Supplier, whichever occurs first.

5.2 First Redemption Year Caveat:

(a) For GRRs issued before the Supplier’s gold mine begins producing Refined Gold, the Redemption Period shall commence on the Initial Production Date, defined as the first date the Supplier certifies Refined Gold is available for redemption.

(b) Musa Gold will notify all affected Buyers of the Initial Production Date via the Platform on the Buyer’s back office, upon receipt of full payment.

(c) Until the Initial Production Date, Buyers may not redeem GRRs, and no Delivery Fees or Redemption Balance payments will be accepted.

5.3 Redemption Process:

(a) To redeem a GRR, the Buyer must submit a Redemption Request via the Platform within the Redemption Period, specifying:

In the Buyer’s back office, selection of which GRR to be redeemed.
Delivery address within a Permitted Jurisdiction.
Upon adhering to the redemption process flow, within the Platform, and completion of the steps herein, Buyer will be redirected to a third party Delivery company for delivery initiation and preferences.

(b) To complete the request, the Buyer must pay the Redemption Balance of USD 165 per GRR in full to Seller via the Platform and applicable Delivery Fees directly to the designated third-party Delivery company.

(c) Upon payment confirmation, Musa Gold will coordinate with the Supplier and the Delivery company to arrange delivery of Refined Gold to the Buyer, according to the delivery option selected on the Musa Gold platform subject to Clause 4.2 (Supply Risks).

(d) Title and risk of loss pass to the Buyer upon delivery to the specified address in a Permitted Jurisdiction.

5.4 Redemption Deadline Extension Option:

(a) If the Buyer is unable to pay the Redemption Balance within the initial Redemption Deadline, they may extend the Redemption Deadline by submitting an Extension Request via the Platform at least 5 business days before the deadline expires, subject to the following:

One (1) year Extension: USD 15 per GRR, extending the Redemption Deadline by 12 calendar months.

(b) The Extended Redemption Fee (“ERF”) must be paid to the Seller via the Platform with the Extension Request, processed by a third-party payment processor.

(c)The extended Redemption Deadline must not exceed the Final Redemption Period, 7 th March 2031, or the termination of Musa Gold’s supply agreement with the Supplier, whichever occurs first.

(d) Upon payment of the Extended Redemption Fee, Musa Gold will confirm the new Redemption Deadline in Buyer’s back office on Musa Gold’s Platform, with updates on the GRR status and other relevant information therein.

5.5 Non-Delivery:

If the designated Delivery Company or the Supplier cannot deliver Refined Gold within 60 business days of a valid Redemption Request due to supply disruptions beyond Musa Gold’s control (e.g., Supplier failure, Force Majeure per Clause 12.3), the Buyer’s sole remedy is a refund of the Redemption Balance, processed within 15 business day from the day of the refund request. The Pre-Purchase Deposit and any Extended Redemption Fees are non-refundable.

5.6 Failure to Redeem:

(a) If the Buyer does not redeem a GRR by the Redemption Deadline (including any approved extension), the Receipt expires without value, and Musa Gold has no further obligation.
(b) Musa Gold will notify Buyers via the Platform regarding the Redemption Deadline.
(c) Expired Receipts do not entitle the Buyer to a refund of the Pre-Purchase Deposit or any Extended Redemption Fees.

6. Fees and Payments

6.1 Pre-Purchase Deposit:

The Buyer pays for Gold Redemption Receipt in full as the Pre-Purchase Deposit at the Pre-Purchase Date, inclusive of Musa Gold’s fees and markup, processed by a third-party payment processor.

6.2 Redemption Costs:

The Buyer pays the Redemption Balance in full directly on the Platform at the time of redemption and Delivery Fees to the Delivery Company directly.

6.3 Extended Redemption Fees:

The Buyer pays the applicable Extended Redemption Fee per GRR to extend the Redemption Deadline, as outlined in Clause 5.4, processed by a third-party payment processor.

6.4 Non-Refundable Payments:

The Pre-Purchase Deposit and Extended Redemption Fees are non-refundable, except as provided in Clause 6.6 (Cooling-Off Period). The Redemption Balance is refundable only per Clause 5.5 (non-delivery).

6.5 Taxes and Duties:

The Buyer is solely responsible for all taxes, duties, or levies related to the pre-purchase, redemption, or delivery of Refined Gold in their Permitted Jurisdiction.

6.6 Cooling-Off Period:

(a) The Buyer may cancel their pre-purchase of a GRR and request a refund of the Pre-Purchase Deposit within a cooling-off period of 14 calendar days from the Pre-Purchase Date (“Cooling-Off Period”), provided no Redemption Request or Extension Request has been submitted under Clause 5.
(b) To exercise this right, the Buyer must adhere to the following process on the Platform and Back office by providing:
- Applicable GRR.
- The Buyer’s registered email address and refund account details.
(c) Upon receipt of a valid Cancellation Notice within the Cooling-Off Period, Musa Gold will instruct the third-party payment processor to refund the Pre-Purchase Deposit to the Buyer’s original payment method and Cancel the corresponding GRR.
(d) Refunds are not available after the Cooling-Off Period expires, and Supplier retains the Pre-Purchase Deposit as non-refundable per Clause 6.4.
(e) The Cooling-Off Period does not apply to Extended Redemption Fees, Redemption Balance, or Delivery Fees, which are governed by Clauses 5.4, 5.5, and 6.4.

Risk Disclosures

7.1 Gold Price Variation:

The Redemption Price is fixed for physical gold redemption, the sole purpose of the GRR. This is a pre-purchase arrangement for personal use, not an investment, and Seller does not guarantee or imply profit or value appreciation.

7.2 Supply Risk:

Delivery depends on the Supplier’s performance. Disruptions may prevent fulfillment, with refunds per Clause 5.3 as the Buyer’s sole remedy.

7.3 Receipt Issuer Risk:

The GRRs rely on the Seller. Technical failures may delay redemption, with refunds per Clause 11.2(b) if delivery becomes impossible.

7.4 Regulatory Risk:

Pre-purchases and redemptions are subject to compliance with laws in Permitted Jurisdictions. If regulatory changes prohibit Musa Gold’s operations, pre-purchases may be suspended.

Representations and Warranties

8.1 By Musa Gold:

(a) It is a duly incorporated entity under UAE law with the power to enter this Agreement.

(b) It has a valid supply agreement with the Supplier and will use reasonable efforts to source and deliver Refined Gold to Buyers in Permitted Jurisdictions.

8.2 By the Buyer:

(a) They are individuals or representatives of legal entities over 18 years of age with legal capacity to enter this Agreement.

(b) They reside in a Permitted Jurisdiction and are not otherwise sanctioned or prohibited from entering into agreement, as verified by Musa Gold during pre-purchase.

(c) They are pre-purchasing GRRs solely for personal physical gold redemption, not for resale, profit, or investment, based on their own judgment and not reliance on Musa Gold beyond this Agreement.

(d) Their pre-purchase and redemption comply with all applicable laws in their Permitted Jurisdiction.

Non-Transferability

9.1 Interdiction de transfert :

(a) The Buyer may not sell, transfer, or assign GRRs to third parties, as they are personal pre-purchase rights tied to the Buyer’s identity, intended solely for personal physical gold redemption and not for resale, profit, or speculative purposes.

(b) Exceptions to this prohibition are permitted only in cases of insolvency, inheritance, or other urgent predicaments, subject to Musa Gold’s prior written consent. Such requests must be submitted via the Platform with supporting documentation (e.g., death certificate, court order, bankruptcy filing), and approval shall be granted or denied at Musa Gold’s sole discretion within 10 business days of receipt.

9.2 Future Transferability Option:

(a) Notwithstanding Clause 9.1, Musa Gold may, at its sole discretion, enable the transferability of GRRs in the future if and when Musa Gold enters into an agreement with a licensed Virtual Asset Service Provider (VASP) and/or a Commodity Trading Company (collectively, “Licensed Partner”) to facilitate such transfers.

(b) Should Musa Gold establish such an agreement, Buyers will be permitted to transfer their GRRs to other individuals or legal entities, subject to:

(i) Compliance with all applicable laws and regulations, including but not limited to AML/CFT requirements under Federal Decree-Law No. 20 of 2018 and any conditions imposed by the Licensed Partner.

(ii) Approval and processing through the Platform or a designated system established by the Licensed Partner, which may include additional identity verifications, KYC procedures, or transfer fees as determined by Musa Gold or the Licensed Partner.

(c) Musa Gold will notify all Buyers of any such agreement and the resulting transferability option via the Platform within 5 business days of its execution, providing details on the process, conditions, and timeline for enabling transfers.

(d) Until such an agreement is in place and Buyers are notified, the prohibition on transfer under Clause 9.1 remains in full effect, and no transfer rights shall accrue to the Buyer beyond the exceptions in Clause 9.1(b).

9.3 Enforcement of Non-Transferability:

(a) Unless and until transferability is enabled per Clause 9.2, Musa Gold will enforce the non-transferability of GRRs through its Platform mechanisms (e.g., digital locking to the Buyer’s back office ID).

(b) Any unauthorized transfer attempt prior to such enablement will void the GRR without refund or liability to Musa Gold, and Musa Gold reserves the right to cancel such GRRs and notify relevant authorities if suspected of violating AML/CFT laws.

9.4 Access for representatives and receivers:

For buyers who have successfully provided necessary documents for an exception according to 9.1, the Seller will provide access to the Platform and the personal account for possible changes and subsequent transfer of the GRR to the new authorized representatives or receiver of the rights associated with the GRR.

Confidentiality

10.1 Obligation:

The Buyer must keep confidential any non-public information about Musa Gold’s business, Supplier agreement, or redemption processes disclosed under this Agreement, except as required by law or with Musa Gold’s written consent.
This obligation survives for 2 years post-Agreement termination.

Termination

11.1 By Musa Gold:

Musa Gold may terminate this Agreement or suspend redemptions if:

(a) The Supplier terminates, suspends, or materially breaches its supply agreement with Musa Gold, including failure to commence production of Refined Gold by the Initial Production Date or inability to deliver Refined Gold due to insolvency, operational failure, Force Majeure (e.g., natural disasters, labor strikes), or other events beyond Musa Gold’s reasonable control

(b) The Buyer breaches this Agreement, including but not limited to providing false residency or identity information (Clause 8.2), attempting unauthorized transfer of a Gold Redemption Certificate (Clause 9), or failing to comply with payment obligations (Clause 6).

(c) Changes in applicable laws, regulations, or governmental orders in the UAE, Prohibited Jurisdictions or materially impair Musa Gold’s ability to perform its obligations under this Agreement, including but not limited to:

New AML/CFT requirements rendering continued operations unlawful or impractical.
Sanctions or trade restrictions affecting the Supplier, Musa Gold, or gold transactions.
Regulatory actions banning or limiting the pre-purchase or redemption of GRRs.

11.2 Effect of Termination:

(a) Unredeemed GRRs will no longer be valid for redemption after the effective termination date, subject to Clause 11.2(b).

The Buyer’s right to redeem Refined Gold or extend the Redemption Deadline (Clause 5.4) ceases, and no further Redemption Requests will be accepted.

(b) If termination occurs due to Supplier-related risks (Clause 11.1(a)(i)) or compliance changes (Clause 11.1(a)(ii)), i.e. because of circumstances outside Musa Gold’s control, prior to the Initial Production Date or during the Redemption Period, the Pre-Purchase Deposit and any Extended Redemption Fees are non-refundable.

If termination occurs due to Buyer breach or operational necessity unrelated to Supplier or compliance issues (Clause 11.1(a)), no refund of the Pre-Purchase Deposit or Extended Redemption Fees will be provided, and Musa Gold retains such amounts as liquidated damages for administrative costs incurred.

11.3 By Buyer:

(a) The Buyer may terminate this Agreement with respect to one or more GRRs only during the Cooling-Off Period (Clause 6.6).

(b) Outside the Cooling-Off Period, the Buyer may not terminate this Agreement but may choose not to redeem certificates by the Redemption Deadline (Clause 5), forfeiting the Pre-Purchase Deposit and any Extended Redemption Fees without refund.

Limitation of Liability

12.1 Cap:

Musa Gold shall not be liable to the Buyer for any direct, indirect, incidental, consequential, or punitive damages arising from termination under Clause 11, including but not limited to loss of anticipated gold value, lost profits, or inconvenience, whether due to Supplier failure, compliance changes, or other termination grounds.

12.2 Force Majeure :

Musa Gold is not liable for delays or failures due to events beyond its control (e.g., natural disasters, war, regulatory bans).

Dispute Resolution

13.1 Mediation:

Disputes will be referred to representatives of both Parties for mediation and resolution within 30 business days of written notice.

13.2 L'arbitrage :

Unresolved disputes will be settled by arbitration under the DIFC-LCIA Arbitration Centre Rules, with:
- Seat: Dubai, UAE.
- Language: English.
- Arbitrator: One, appointed per DIFC-LCIA rules.

13.3 Droit applicable :

This Agreement is governed by the laws of Dubai, United Arab Emirates.

Miscellaneous

14.1 Avis :

Notices to Seller should be addressed using the available processes in Buyer’s back office on the Platform.

14.2 Divisibilité :

If any provision is invalid, it will be severed, and the remainder of the Agreement will remain enforceable.

14.3 No Partnership:

The Buyer and Musa Gold are independent parties, not partners, companies, or joint venturers.

Acceptance:

By pre-purchasing a GRR via the Platform, the Buyer agrees to be bound by this Agreement. Musa Gold’s acceptance is confirmed by the issuance of the GRR to the Buyer’s back office on the Platform, following verification of residency in a Permitted Jurisdiction.

Musa Gold L.L.C-FZ
By: Jevgenijs Lescinskis
Title: General Manager

Buyer
By: [Buyer Name]
Date: [Pre-Purchase Date]