Precious Metals Storage Agreement

This PRECIOUS METALS STORAGE AGREEMENT (this “Agreement”) is between SILVER GOLD DEPOSITORY INC. (“SGD”), and the undersigned (“Client”). SGD and Client are collectively referred to herein as the “Parties,” and individually as a “Party.”  

WHEREAS, Client wishes to store certain of its precious metal products, including coins, bullion, rounds and bars (collectively, the “Precious Metals“);

AND WHEREAS, SGD is in the business of providing storage for precious metal products in secured storage facilities for its customers who establish storage accounts with SGD;  

AND WHEREAS, Client wishes to open a storage account with SGD and to store the Precious Metals in it, subject to, and in accordance with, the terms and conditions herein (the “Storage Account”).  

NOW, THEREFORE, the Parties hereby agree as follows:  

1. Storage Account. Client, subject to written SGD approval, hereby agrees to open a Storage Account with SGD on the terms and conditions set forth herein, by completing and submitting an online application. The online application shall be subject to approval by SGD, in its sole and absolute discretion. If approved by SGD, the online application shall become and form part of this Agreement without any further act or consent of Client.  

2. Storage. The Precious Metals deposited by Client in the Storage Account will be held by SGD on behalf of Client in a secured storage facility as may be selected by SGD (the “Storage Facility“) to hold physical custody of the Precious Metals. The Parties acknowledge and agree that title and ownership of the Precious Metals shall at all times remain with Client, notwithstanding the deposit of the Precious Metals into the Storage Account. The Precious Metals will be stored in separate, segregated, identified packages; separate and apart from any precious metals stored by other SGD customers. SGD covenants and agrees not to sell, pledge, hypothecate, assign, invest, commingle, or otherwise dispose of or use any of the Precious Metals in the Storage Account except in strict accordance with the terms and conditions set forth herein.

3. Deposits of Precious Metals. From time to time during the term of this Agreement, Client may deposit Precious Metals into the Storage Account on a “said-to-contain” basis, in accordance with the terms and conditions set forth herein. At Client’s sole cost and expense, SGD will arrange for delivery of the Precious Metals to the Storage Facility. Alternatively, Precious Metals purchased by Client from dealers may, upon direction from Client, be deposited directly into the Storage Account by a carrier authorized by the Storage Facility and, upon receipt, SGD shall deliver a notice to Client confirming that the Precious Metals have been received by the Storage Facility. SGD is not responsible for the actual content, weight, authenticity, market value, or the accuracy of the identifying labels or markings on any of the Precious Metals deposited in the Storage Account.

4. Withdrawals of Precious Metals.  

4.1 From time to time during the term of this Agreement, Client may give written instructions to SGD to withdraw the Precious Metals from the Storage Account. Upon receipt of such written instructions, SGD shall use reasonable commercial efforts to confirm such written withdrawal instructions by contacting Client, and upon confirmation, SGD will arrange for the package and shipment of the Precious Metals by a carrier authorized by the Storage Facility, to the destination specified by Client. Client shall pay all charges for packaging, releasing, shipping and insuring the Precious Metals from the Storage Facility to the destination specified by Client.  

4.2 In the event a discrepancy is identified by Client related to the withdrawal of Precious Metals from the Storage Account, Client will send a written notification to SGD of such discrepancy within 15 days of the date of Client’s (or its designee’s) receipt of such Precious Metals (in this Section 4.2, the “Notice Period”), and, in the event Client delivers such timely notice of discrepancy, the Parties shall endeavor in good faith to determine the cause of such discrepancy and to resolve the dispute (in this Section 4.2, a “Dispute”). If the Parties cannot agree on a resolution of the Dispute within 60 days after the date of Client’s written notice of discrepancy is received, the Dispute shall be submitted to arbitration in accordance with Section 15. If Client fails to notify SGD within the Notice Period, all claims that would be the subject of such notice shall be deemed to be irrevocably and unconditionally waived. Notwithstanding any applicable law to the contrary, no arbitration or other proceeding relating to the Dispute shall be brought against SGD unless notice shall have been given within the Notice Period and unless arbitration in respect to the Dispute shall have been commenced within 1 year from the date the notice of discrepancy was delivered.

5. Reporting.  

5.1 No later than the 5th Business Day following any deposit into, or withdrawal from, the Storage Account, SGD shall deliver to Client a written notice setting forth a list of the Precious Metals deposited or withdrawn, as the case may be, and a notation as to whether the transaction was a deposit or withdrawal, together with a statement of the Precious Metals in the Storage Account as of the close of business on the date of such deposit or withdrawal.  

5.2 No later than the 15th day of each calendar month (except in the month the Storage Account is opened), SGD shall deliver to Client a report setting forth a summary of any transaction activity and a list of the Precious Metals in the Storage Account as of the close of the prior calendar month.

5.3 If Client believes any statement received from SGD is incorrect, Client must notify SGD, in writing, of the suspected error or discrepancy no later than 15 days after receipt of the first statement in which such error or discrepancy first appears (in this Section 5.3, the “Notice Period”). In the event Client delivers such timely notice of error or discrepancy, the Parties shall endeavor in good faith to determine the cause of and to resolve the dispute (in this Section 5.3, a “Dispute”). If the Parties cannot agree on the resolution of the Dispute within 60 days after the date of Client’s written notice of discrepancy is received, the Dispute shall be submitted to arbitration in accordance with Section 15. If Client fails to notify SGD within the Notice Period, the SGD statement shall be deemed to be true and correct and Client shall be deemed to irrevocably and unconditionally waive all rights to contest the contents of such statement, the contents of the Storage Account, and any of the Fees or other charges billed in connection therewith. No arbitration or other proceeding relating to the Dispute shall be brought against SGD unless notice shall have been given within the Notice Period and unless such arbitration in respect to the Dispute shall have been commenced within 1 year from the date the claim was made.

6. Representations, Warranties and Covenants. Client hereby represents, warrants and covenants to SGD as follows and acknowledges that SGD is relying on the accuracy and performance of such representations, warranties and covenants in connection with the consummation of the transactions contemplated hereunder:  

a) if Client is a natural person, it has attained the age of majority and is legally competent to execute and deliver this Agreement and to perform its obligations hereunder, and the execution and delivery of and performance by Client of this Agreement and the performance of its obligations hereunder are not subject to any consent or approval of any governmental authority or any other person;  

b) if Client is not a natural person, it is an entity duly formed, validly existing and in good standing under the laws of its jurisdiction of formation and has the power and capacity to execute and deliver this Agreement and to perform its obligations hereunder, and the execution and delivery of and performance by Client of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate, partnership or other necessary action on behalf of Client, and no such action requires the consent or approval of any governmental authority or any other person;  

c) the execution and delivery of and performance by Client of this Agreement do not and will not (i) violate or contravene the constating documents of Client, if applicable, (ii) violate or contravene any law, statute, rule, regulation, order, judgment or decree to which Client is subject, or (iii) conflict with or result in a breach of or constitute a default by Client under any contract, agreement, instrument or other document to which Client is a party or by which Client or any of Client’s assets or properties are bound;

d) this Agreement has been duly executed and delivered by Client and is a legal, valid and binding obligation of Client enforceable against Client in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;  

e) Client is, and at all times will continue to be, the sole legal and beneficial owner of all right, title and interest in and to all of Precious Metals deposited in the Storage Account. All security interests, liens, charges or claims in favor of any person or entity concerning the Precious Metals, are subordinate to any security interests created by this Agreement;  

f) where any Precious Metals are deposited in the Storage Account on a “said to contain” basis, except where such Precious Metals are acquired directly from SGD or its affiliates (including Silver Gold Bull Inc.), any information provided by or at the direction of Client to SGD shall be materially true and correct as to the content and composition of such Precious Metals; and  

g) all information provided by Client to SGD in the Application or otherwise in connection with this Agreement is and will be complete, accurate, true and correct, and does not, and will not, omit any material information necessary in order to make the statements contained herein or hereafter made not misleading.

7. Fees and Invoices.  

7.1 Storage Account maintenance fees shall be billed to Client on a quarterly basis as soon as reasonably practicable following April 30, July 31, October 31 and January 31 for services provided in the immediately preceding quarterly period (each, a “Quarter”). In consideration of SGD’s services contemplated under this Agreement, Client agrees to pay SGD the service charges and fees as are set out herein and set forth in the Fee Schedule attached hereto as Schedule “B” (collectively, the “Fees”). The Fees shall be paid in full by Client without set-off or deduction and shall include all applicable goods and services taxes. SGD may, in its sole discretion, modify the Fees upon not less than 30 days’ written notice to Client.  

7.2 Fees shall be due and payable within 30 days of the date shown on Client’s invoice. Notwithstanding anything to the contrary contained in this Agreement, if Client defaults in the full and timely payment of any monies due to SGD pursuant to this Agreement, a late fee equal to the greater of (a) $30.00 per month, or (b) 1.5% per month of any amounts past due, for so long as the past due amount, or portion thereof, remains unpaid, shall automatically be charged to Client; provided that in no event shall any late fee assessed by SGD be greater than the maximum amount permitted by applicable law. In addition to the foregoing, for so long as Client is in default of the full and timely payment of any monies due to SGD (whether under this Agreement or any other agreement between SGD and Client), SGD may also refuse to accept or honor any instructions from Client with respect to any further deposits into, and/or any withdrawals from, the Storage Account.

8. Security Interest.  

8.1 To secure the payment of Client’s obligations to SGD under this Agreement, Client hereby grants SGD a continuing security interest in and to the Storage Account and all Precious Metals stored therein from time to time, whether now owned or hereafter acquired (collectively, the “Collateral”).  

8.2 Upon the default of Client under this Agreement, in addition to the rights and remedies granted to secured parties under applicable laws, or otherwise available to the SGD at law or in equity, SGD shall have the right, exercisable in its sole discretion, to seize, take possession and dispose of the Collateral, in whole or in part, to recover any amounts owed to SGD. SGD shall remit to Client any excess proceeds from such sale, less any costs or expenses of SGD related to such sale.  

9. Term; Termination.  

9.1 This Agreement shall commence at the time when your precious metals storage account has been approved and shall continue until terminated by either Party, for any reason, upon 30 days’ prior written notice to the other Party. SGD shall use commercially reasonable efforts to, within 2 Business Days following the effective date of such termination, deliver a final invoice to Client. Subject to the exercise of any remedies of SGD hereunder, SGD shall use commercially reasonable efforts to, within 15 days following the effective date of termination, return all Precious Metals in the Storage Account, as at the effective date of termination, to Client. Additionally, notwithstanding the termination of this Agreement, Client shall be responsible for the payment of any Fees due and payable from commencement to the termination of this Agreement, including any Fees associated with the return and delivery of the Precious Metals and SGD shall have no obligation to return the Precious Metals to Client unless and until all Fees have been paid.  

9.2 In the event that (a) either SGD or Client fails to perform any material obligation of this Agreement and does not cure such failure within 15 days after the receipt of written notice thereof from the other Party, (b) either SGD or Client shall be dissolved or adjudged bankrupt, or a trustee, receiver or conservator of such Party or its property shall be appointed, or an application for any of the foregoing is filed, (c) control of either SGD or Client is taken over by any government or other public authority, (d) any government or governmental agency shall have taken any action which has materially adversely affected or will materially adversely affect a Party’s ability to perform any of its obligations hereunder, and such action shall not have been rescinded or modified such that the adverse effects thereof have been eliminated, or (e) Client is in default under any other agreement between Client and SGD (subject to any applicable cure periods thereunder), then this Agreement may be terminated at any time by the non-defaulting Party upon written notice to the other Party. In such event, SGD shall promptly arrange for the delivery of all the Precious Metals, in the Storage Account as at the effective date of termination, in accordance with Client’s reasonable written instructions, subject to confirmation by SGD and subject to all applicable Fees. Additionally, notwithstanding the termination of this Agreement, Client shall be responsible for the payment of any Fees or other costs due and payable from commencement to the termination of this Agreement, and SGD shall have no obligation to return the Precious Metals to Client unless and until all Fees have been paid.

10. Insurance. Insurance coverage, for the value of the Precious Metals, shall be maintained by the Storage Facility and/or SGD, in aggregate amounts no less than the value of the Precious Metals in the Storage Account (based on a daily London fixing value) and such coverage shall be obtained from reputable insurers of precious metals products and on terms and conditions generally available from such insurers in respect to policies covering precious metals products. Client acknowledges and agrees that all terms, conditions, exclusions and limitations of such insurance policies shall apply, and the extent and amounts of coverage shall be as determined under such insurance policies. Any liability of SGD for the loss, theft, or damage to the Precious Metals shall be expressly limited to the amount(s) recovered and received by SGD under such insurance policies and Client hereby releases Storage Facility, SGD and its affiliates, and their respective directors, officers, employees and agents from all liability relating to such Precious Metals from any cause whatsoever, excepting only claims for the insurance proceeds actually received by SGD with respect to the loss, theft, or damage to the Precious Metals.  

11. Limitation of Liability; Force Majeure. Without limiting Section 12.1, SGD shall not be held liable for any loss, damage or destruction of Precious Metals or for non-performance or delays in service, damage, liability or expense directly or indirectly caused or contributed to by, or arising from, acts of war (whether an actual declaration thereof is made or not), terrorism, sabotage, insurrection, riot, act of civil disobedience, act of public enemy, act of any government or any agency or subdivision thereof, judicial action, labour dispute, explosion, storm, technical failure, utility or systems failure, fire or flood, act of God, or other cause beyond the reasonable control of SGD. Under no circumstances shall either Party be liable to the other Party for any special, incidental, consequential, indirect or punitive damages or losses, whether or not caused by the fault or neglect of such Party and whether or not such Party had knowledge that such damages or losses might be incurred.

12. Release; Indemnification.  

12.1 Client hereby agrees to release SGD and its affiliates and their respective directors, officers, employees and agents from and against any and all damages, losses or liabilities Client may incur other than as a direct result of SGD’s gross negligence or willful misconduct.  

12.2 In addition, to protect SGD against claims involving Client or the Precious Metals, Client hereby agrees to indemnify, defend and hold harmless SGD and its affiliates and their respective directors, officers, employees and agents from and against any and all damages, losses or liabilities SGD may incur as a result of, or in connection with or otherwise arising from:

a) the breach by Client of any of its covenants or obligations contained in this Agreement or the inaccuracy of any representation or warranty of Client contained in this Agreement;  

b) any claims, disputes, suits, proceedings at law or in equity, loss, liabilities, costs, payments, injury, damage and expenses of any nature (including legal fees on a solicitor and his own client full indemnity basis) brought by or on behalf of any third parties with respect to the Storage Account or any Precious Metals deposited therein from time to time under this Agreement including, without limitation, from third parties claiming or asserting any ownership or possessory interests in any Precious Metals;  

c) Client’s failure to provide a notice of discrepancy within the Notice Periods specified in this Agreement, or  

d) actions taken by SGD, or any third party at SGD’s request, upon the written direction or request of Client.

12.3 Client hereby agrees to release, indemnify, defend and hold harmless the Storage Facility (which shall be deemed to include the person contracting with SGD for the provision thereof) from and against any and all damages, losses or liabilities, including reasonable attorney’s fees and costs, it may incur as a result of, or in connection with or otherwise arising from:

a) any actions taken by the Storage Facility in fulfilling the Storage Facility’s obligations under the applicable storage agreement between SGD and the Storage Facility, or  

b) any claims, disputes, suits, proceedings at law or in equity, brought by or on behalf of Client or any other owner or any third parties claiming ownership or possessory interests in any Precious Metals stored at any Storage Facility.

12.4 The obligations of Client in this Section 12 shall survive the expiration or termination of this Agreement.  

13. Notices. Except as specifically provided elsewhere in this Agreement, any notice and other communications required or permitted to be given under this Agreement shall be given in writing (including by registered mail, facsimile, email, or other electronic communication) and shall be given by an authorized representative of the Party giving such notice (as specified by such Party to the other). Facsimile or email notice shall be deemed effective upon the receipt of such notice by the recipient prior to 4:30pm local time of recipient or, failing which, on the next Business Day. Notices sent by register mail shall be deemed effective on the 3rd Business Day following mailing thereof. Notices to SGD shall be addressed as follows:  

P. O. Box 11038 SETON PO  
Calgary, Alberta Canada  
T3M1Y6  
Attention: Silver Gold Depository Inc.  
Facsimile: (587) 317-7253  
Email: [email protected]

Notices to Client shall be sent to Client address as set forth on the Application. Either Party may, from time to time, by written notice to the other Party, designate different or alternate contact information, which shall be substituted for the information set forth above effective on the 10th Business Day after such notice thereof is given in accordance with the provisions of this Section 13. Except as expressly provided herein, SGD shall have no duty to inquire or verify the validity of any notice or other communications required or permitted to be given under this Agreement. SGD may rely on notices and communications it believes in good faith to be genuine and given by Client (or its authorized representatives).  

14. No Investment Advice. Client acknowledges and agrees that, as part of the establishment of the Storage Account, SGD has not undertaken a duty to supervise Client’s investment in, or to make any recommendation to Client with respect to, the purchase, sale or other disposition of any Precious Metals or the balances maintained in the Storage Account. SGD does not guarantee the investment of Client.  

15. Governing Law; Arbitration. This Agreement shall be governed by and construed in accordance with the applicable laws of the Province of Alberta and the federal laws of Canada applicable therein. Each Party hereby irrevocably agrees that any controversy, claim or dispute arising out of or relating to this Agreement shall be resolved by binding arbitration, before a single arbitrator, in accordance with the Arbitration Act (Alberta), with any arbitration hearing to occur in Calgary, Alberta, Canada. Absent an agreement of the parties, the arbitrator shall permit only such discovery as is necessary to enable the hearing to proceed efficiently. The arbitrator shall not have the power to award special, incidental, consequential, indirect or punitive damages, nor alter, amend, modify or excuse performance of any of the terms of this Agreement. The award by the arbitrator, if any, may be entered in any court having jurisdiction. Each Party shall pay one-half of the cost of the arbitrator.  

16. Binding Effect; Assignment. This Agreement shall be binding on the Parties and their respective heirs, successors and assigns. Client may not assign or transfer its rights or obligations under this Agreement without the prior written consent of SGD, and any attempted assignment in violation of this provision shall be null and void.  

17. Third-Party Beneficiaries. Other than those indemnities and covenants in favour of the Storage Facility, no provision of this Agreement is intended to confer any rights or remedies to any person or entity other than the Parties. Client hereby acknowledges and agrees that SGD may enforce those indemnities and covenants in favour of the Storage Facility, as agent, on behalf of Storage Facility.  

18. Severability. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision of the Agreement.  

19. Amendments; Waivers. Any provision of this Agreement may be amended or modified by SGD without the prior consent of Client, provided, that, SGD notifies Client of any such amendments or modifications effectuated. No purported waiver of any provision of this Agreement shall be enforceable against such Party unless such waiver is in writing. The failure of a Party to insist upon strict adherence to any term of this Agreement on one or more occasions will not be considered a waiver thereof or deprive the Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

20. Construction. The headings in this Agreement are for convenience of reference only and shall not be construed to limit, expand or otherwise affect the meaning of any provisions of this Agreement. Parties confirm that this Agreement has been freely negotiated and that each Party has had or waived the benefit of legal counsel and, notwithstanding any rule or maxim of construction to the contrary, any ambiguity or uncertainty will not be construed against either Party by reason of the authorship of any of the provisions hereof. Unless otherwise expressly stated in this Agreement, all dollar amounts referred to in this Agreement are, and all amounts owing by one party to the other will be paid, in Canadian funds.  

21. Counterparts. This Agreement may be executed in original, facsimile or other electronic counterparts, or by click-through or other electronic means, each of which shall be deemed an original and all of which together shall constitute one instrument.  

22. Entire Agreement. This Agreement, including all recitals, schedules, and the Application which are incorporated herein and form part of this Agreement, as it and they may be amended from time to time, constitute the entire agreement and understanding between the Parties related to the subject matter hereof, and supersedes any and all prior and/or contemporaneous offers, negotiations, promises, exceptions and understandings, whether oral or written, express or implied (including, without limitation, any prior precious metals storage agreement between the Parties). No representations, warranties, covenants or agreements not included herein shall be of any force and effect.  

23. Independent Legal Advice. The Parties, by their execution and delivery of this Agreement, each acknowledge that they have carefully read and fully understand the terms of this Agreement and have had the opportunity to obtain independent legal advice with respect to this Agreement, and have either obtained such independent legal advice or freely and voluntarily waived their right to do so.

Vault Locations & Fee Schedule

In-House (Recommended)

  • Storage Fees*
    • Minimum monthly charge: $15
    • Storage Rates: 
      $30,000 – $249,999 = 0.60%
      $250,000 – $1,999,999 = 0.48%
      $2,000,000 – $9,999,999 = 0.42%
      >$10,000,000 = 0.38%
  • Handling Fees
    • Deposit: $0
    • Withdrawal: $50
    • Customer Audit: $0
    • Customer Drop-off/Pick-up: $0
    • Serial Number Recording: $2/item
    • Tube Serialization: $2/tube
    • Monster Box Serialization: $2/box
  • Additional Services
    • Estimated withdrawal processing time: < 48 business hours
    • Instant liquidity: All deposits qualify for instant liquidity
    • Deposit photos provided at request: Yes
    • Named beneficiary insurance available: Yes

Tier 2 – Brinks Calgary

  • Storage Fees*
    • Minimum monthly charge: $20
    • Storage Rates: 
      $35,000 – $249,999 = 0.65%
      $250,000 – $1,999,999 = 0.55%
      $2,000,000 – $9,999,999 = 0.45%
      >$10,000,000 = 0.40%
  • Handling Fees
    • Deposit: $25
    • Withdrawal: $60
    • Customer Audit: $150
    • Customer Drop-off/Pick-up: $25
    • Serial Number Recording: $3/item
    • Tube Serialization: Not available
    • Monster Box Serialization: Not available
  • Additional Services
    • Estimated withdrawal processing time: 3 – 5 business days
    • Instant liquidity: Instant liquidity conditional on product origin
    • Deposit photos provided at request: Not available
    • Named beneficiary insurance available: Not available

Tier 3 – Toronto, Vancouver, Las Vegas & Salt Lake City

  • Storage Fees*
    • Minimum monthly charge: $25
    • Storage Rates: 
      $37,500 – $249,999 = 0.80%
      $250,000 – $1,999,999 = 0.75%
      $2,000,000 – $9,999,999 = 0.55%
      >$10,000,000 = 0.45%
  • Handling Fees
    • Deposit: $25
    • Withdrawal: $60
    • Customer Audit: $150
    • Customer Drop-off/Pick-up: $25
    • Serial Number Recording: $3/item
    • Tube Serialization: Not available
    • Monster Box Serialization: Not available
  • Additional Services
    • Estimated withdrawal processing time: 3 – 7 business days
    • Instant liquidity: Instant liquidity conditional on product origin
    • Deposit photos provided at request: Not available
    • Named beneficiary insurance available: Not available

Tier 4 – Singapore & Zurich

  • Storage Fees*
    • Minimum monthly charge: $45
    • Storage Rates: 
      $36,000 – $249,999 = 1.50%
      $250,000 – $1,999,999 = 1.25%
      $2,000,000 – $9,999,999 = 1.10%
      >$10,000,000 = 0.75%
  • Handling Fees
    • Deposit: $25
    • Withdrawal: $150
    • Customer Audit: $150
    • Customer Drop-off/Pick-up: $25
    • Serial Number Recording: $3/item
    • Tube Serialization: Not available
    • Monster Box Serialization: Not available
  • Additional Services
    • Estimated withdrawal processing time: 7 – 10 business days
    • Instant liquidity: Instant liquidity conditional on product origin
    • Deposit photos provided at request: Not available
    • Named beneficiary insurance available: Not available

*Client shall pay an annual account maintenance fee in an amount equal to the greater of: (a) the above percentage per year, or other such discounted amount, as may be determined by SGD in its sole discretion, of the Average Market Value (as defined below) of the Precious Metals in the Storage Account during the period to which the invoice relates, or (b) the monthly minimum of the applicable storage facility for the period to which the invoice relates.

“Average Market Value” is calculated as (i) the sum of (x) the total number of each item of Precious Metals in Storage Account on each Business
Day in the applicable Quarter, multiplied by (y) the market price as determined by the London Bullion Market Association PM metal fixing for each
Business Day for each item of Precious Metals in the Storage Account, divided by (ii) the total number of Business Days in the applicable Quarter.

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