International Regional Offices
Operations & Procedures Manual

1. Purpose, scope & authority

Maintain operational consistency, financial integrity, compliance and strategic alignment across regional companies, divisions and project ventures. Staff and appointed representatives follow this framework within their authority. Partners and investors assume obligations through their applicable signed agreements. The Parent Company sets strategy, approvals and financial controls.

2. Corporate structure & equity

The Parent Company’s policy is to retain at least 80% in regional divisional companies, implemented through appropriate registration and shareholder documentation. Project-level concession JVs and SPVs have separately negotiated equity terms; this framework does not replace an executed project agreement.

Investors and shareholders contribute the capital required by their subscription agreements. The source overview calls for a 1:1 investment-loan-to-equity relationship; each financing schedule must define the amounts, valuation, borrower, lender and treatment of debt and equity before implementation. A percentage allocation alone does not establish that ratio.

The Parent Company’s intended ultimate economic ownership of operational assets must be documented through its equity, title or financing rights. Each asset register identifies the actual legal owner, subsidiary, custodian and any security interests; subsidiary ownership does not by itself transfer legal title to the Parent.

3. Roles & responsibilities

Parent Company

Direct strategy; arrange regional incorporation, project financing and exclusive offtake agreements; oversee digital investment portfolios and security documentation; approve commitments and review reports.

Industrial partners

The proposed model calls for 100% initial venture capital and primary concessions or business contracts. Each project agreement must reconcile this with Parent-arranged equipment finance and local investor capital, identifying the actual contracting party, funding obligations and liabilities. No party assumes another entity’s liabilities solely through this manual.

Regional divisional companies

Execute projects; administer local assets and funds; manage local compliance, staff, delivery and reporting.

Administrative partners — 10% allocation

Manage offices, fleet, mining operations where appointed, HR, professional services, licensing, communications, accommodation and airline, cargo and freight logistics.

External investors — 10% allocation

Provide agreed local establishment capital under documented subscription and use-of-funds schedules.

Agents & DMC Communications

DMC coordinates marketing and sales agent administration under existing agent procedures. Agents source and record leads, support onboarding, use approved communications and escalate commitments to authorized officers. Agent registration does not confer company equity, signing authority or investment-management authority.

4. Funding & financial controls

Parent-arranged financing supports EPCM equipment and resources through documented loans, financial security instruments and regional banking arrangements. Record the obligor, funding source, currency, drawdown conditions, security and repayment terms before use.

External-investor establishment capital is restricted to approved office and operating costs, transport, accommodation, HR, legal and accounting services, permits, registration, communications and essential logistics. Maintain a project budget, supporting invoices, approval record and reconciliation for every expenditure. Separate establishment capital, equipment financing, operating revenue and client or Trust funds in the records.

4.3 NFT tokens & digital accounting

The Parent Company’s intended system uses NFT tokens, smart contracts and a designated blockchain ledger for project and asset accounting. Each programme must specify the legal rights represented, issuer, asset or equity allocation, valuation, custody, security, transfer and redemption terms in its own approved documents. The source’s proposed equal-value backing must be evidenced and reconciled before issuance. A token or ledger entry alone creates no guarantee, perfected security or legal equity ownership.

Until the designated system is operational and verified, preserve conventional books, receipts and an auditable transaction register; do not describe a blockchain entry as completed without its actual transaction reference. Reconcile digital entries to the underlying books and asset evidence.

5. Project initiation & execution

1. Open a separate country and project file; identify the legal counterparty, concession or primary contract and responsible regional company.
2. Review feasibility, rights, permits, ownership, proposed EPCM/JV/offtake terms and funding sources.
3. Establish the regional company with the approved regional equity structure; document any separately agreed project equity.
4. Complete authority, budget, funding, asset ownership and contracting schedules before commitments.
5. Appoint administrative and technical teams, execute within delegated authority and document procurement and delivery.
6. Route production through the applicable Parent-arranged exclusive offtake agreement. Buyer performance, eligible product, price, volume and acceptance terms remain contractual; an offtake arrangement alone does not guarantee revenue.
7. Reconcile production, sales, operating costs, financing and any Trust allocations without duplicate accounting.

Mining application: Keep Ghana and BB-MINING Sierra Leone as separate project records, each with its own agreement, costing, investment requirements, production evidence and revenue account. Shared equipment or operating assumptions must be labelled estimates until confirmed for that mine.

6. Reporting, compliance & governance

Weekly operations report: activities completed, production and deliveries, staff and equipment status, permits, issues, next actions and decisions required.

Monthly financial report: opening and closing cash, receipts, expenditure versus budget, receivables, payables, debt, equity contributions, asset register changes and supporting reconciliations. Include token allocations and ledger references only where actually issued or recorded.

Comply with host-country requirements and Parent policy. The Parent reserves audit rights to the extent provided by corporate authority and signed agreements. Arbitration, governing law and forum are specified in each contract; Canadian law is the corporate preference, subject to applicable mandatory local requirements.

7. Agent procedures & communications structure

Use the existing sequence: application → identity and document review → agreement and approval → agent ID / QR and portal access → customer onboarding → authorized payment recording → service delivery evidence → commission reconciliation.

Agents use the current published service fees and commission schedules. This manual changes no registration fee, commission or existing representation agreement. Only appointed officers may approve financing, equity, binding quotations, contracts or asset allocation.

Route agent administration through DMC; country operations through the regional desk; mining, minerals and offtake coordination through Zion Gold Trust; budgets, equity, borrowing and exceptions through the Office of the CEO. State the country, project, division, agent ID and requested decision in every escalation. Log material instructions and decisions in the relevant project record.

8. Required documentation & acknowledgement

Maintain incorporation and shareholder records; signed JV/EPCM/offtake and agent agreements; delegated authorities; funding and use-of-funds schedules; licences and land rights; asset and custody registers; production, assay and delivery evidence; weekly and monthly reports; approval records; and programme-specific token documents where applicable.

Acknowledgement must be captured through the applicable signed appointment or agreement. Publication or visiting this page does not record acceptance.

Name / entity: ____________________
Role / country / project: ____________________
Manual version: 1.0
Signature and date: ____________________

Authorized signature — Paul Hay, Chief Executive Officer
Global-Exchange R&E Corp Canada (Intl.)
Signature: ____________________ Date: ____________________