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Sales & Purchase Agreement for Cobalt Hydroxide

ZAROM Mining &Investments Zambia Ltd.

AND

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Republic of Zambia 2020

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TRANSACTION CODE AND REFERENCE NUMBER

DATE OF ISSUE :30.11.2020
CONTRACT NUMBER : CoHyd/00104
SELLER'S CODE : ZAR/00802/2020
BUYER'S CODE : XXXXXXXXXXXXXXXXXXX

BY AND BETWEEN:

SELLER
COMPANY :ZAROM MINING INVESTMENTS (Z) LIMITED
INCORPORATE COUNTRY :ZAMBIA
COMPANY Reg. No. : 120160006592/SERIAL NO. 1028014
TPIN No.: 1004167877
ADDRESS : 26 MAPEPE ROAD, OLYMPIA PARK
CITY : LUSAKA
COUNTRY :REPUBLIC OF ZAMBIA
TELEPHONE : +26076401281
TELEFAX :
EMAIL
REPRESENTED BY :MARIAN STATACHI
TITLE : DIRECTOR

HEREINAFTER REFERRED TO AS "SELLER",

AND

BUYER
COMPANY :
INCORPORATE COUNTRY :
COMPANY Reg. No. :
TPIN No.:
ADDRESS :
CITY :
COUNTRY :
TELEPHONE :
TELEFAX :
E-MAIL :
REPRESENTED BY :
TITEL : DIRECTOR

HEREINAFTER REFERRED TO AS "BUYER",

WHEREAS: THE SELLER AND THE BUYER AS A GROUP HEREINAFTER REFERRED TO AS "PARTIES"; AND

WHEREAS: THE SELLER WITH FULL CORPORATE AUTHORITY TO SELL, MAKES AN IRREVOCABLE FIRM COMMITMENT
UNDER PENALTY OF PERJURY TO SELL AND DELIVER THE COMMODITY MENTIONED IN THIS SALES & PURCHASE
AGREEMENT. THE SELLER HEREBY CERTIFIES AND WARRANTS THAT HE CAN FULFILL THE REQUIREMENTS OF THIS

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AGREEMENT AND PROVIDE THE PRODUCT HEREIN MENTIONED IN A TIMELY MANNER AND UNDER THE TERMS
SPECIFIED AND AGREED UPON BY THE SIGNATORIES HEREINAFTER;

AND

WHEREAS: THE BUYER WITH FULL CORPORATE AUTHORITY TO BUY MAKES AN IRREVOCABLE FIRM COMMITMENT
UNDER PENALTY OF PERJURY TO PURCHASE AND PAY FOR THE COMMODITY MENTIONED IN THIS SALES & PURCHASE
AGREEMENT. THE BUYER HEREBY CERTIFIES AND WARRANTS THAT HE CAN FULFILL THE REQUIREMENTS OF THIS
AGREEMENT AND PROVIDE ACCEPTANCE FINANCIAL INSTERUMENTS PAYMENT FOR THE COMMODITY HEREIN
MENTIONED IN A TIMELY MANNER AND UNDER THE TERMS SPECIFIED AND AGREED UPON BY THE SIGNATORIES
HEREINAFTER.

WHEREAS:
THE PARTIES NAMED ABOVE HAVE CONCLUDED THIS SALES & PURCHASE AGREEMENT OF SALE AS FOLLOWS AND AGREE
TO ALL TERMS AS STATED. THE BUYER AGREES AND MAKES AN IRREVOCABLE COMMITMENT TO PURCHASE COBALT
HYDROXIDE , AND THE SELLER CERTIFIES THAT HE CAN FULFILL THE REQUIREMENTS OF THIS AGREEMENT AND PROVIDE
THE COBALT HYDROXIDE AS MENTIONED HEREIN AS PER THE DELIVERY SCHEDULE SPECIFIED IN THIS AGREEMENT. THE
BUYER AND THE SELLER HEREBY AGREE TO HONOR THIS AGREEMENT UNDER THE FOLLOWING TERMS AND
CONDITIONS:

DEFINITIONS
 
1 OUNCE MEANS: 1 troy ounce of 31.1035 grams;
 
1 TON MEANS: 1 metric ton of 1,000 kilograms or 2204.62 lbs.
 
1 UNIT MEANS: 1% of the dry net weight;
 
AFFILIATES MEANS: in relation to any company or corporation, a Subsidiary or Holding
Company of that company or corporation or any other Subsidiary of
that company or corporation or of that Holding Company;
BANKING DAY AND BUSINESS any day except a Saturday or Sunday on which banks in the city of New
DAY MEANS: York, New York, USA, is generally open for the conduct of business;

HOLDING COMANY MEANS: in relation to a company or corporation, any other company or

corporation in respect of which it is a Subsidiary;
 
IMO/BC CODE MEANS: the International Maritime Organization Code of Safe Practice for Solid
Bulk Cargoes prevailing at the time of delivery;
 
INCOTERMS 2010 MEANS: the 2010 edition of the standard trade definitions published by the
International Chamber of Commerce ICC;
 

 
LME MEASNS: London Metal Exchange;
MONTH of SCHEDULED
SHIPMENT(MOSS) MEANS: in respect of any shipment of the concentrate, the calendar month in
which shipment has been scheduled as per the clause SHIPMENT or as
otherwise agreed in writing between the parties;

SUBSIDIARY MENAS: in relation to any company or corporation, a company or corporation

which is controlled, directly or indirectly, by the first mentioned
company or corporation; more than half the issued share capital of
which is beneficially owned, directly or indirectly by the first mentioned
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company or corporation; or which is a Subsidiary of another Subsidiary
of the first mentioned company or corporation; and for this purpose, a
company or corporation shall be treated as being controlled by another
if that other company or corporation is able to direct its affairs and/or
to control the composition of its board of directors or equivalent body;
 
US$ MEANS: the lawful currency of the United States of America;
 
VALID TML MEANS: Transportable Moisture Limit valid for the current shipment;
 
VALID FMP MEANS: Flow Moisture Point valid for the current shipment.

ARTICLE 01, NAME OF COMMODITY& QUALITY:

COBALT HYDROXIDE Co 28% GRADE, BEING SUPPLIED, HEREINAFTER REFERRED TO AS "COMMODITY", SHALL MEET THE
STANDARD SPECIFICATIONS ACCORDING TO ANNEX 1. AND WILL BE REVISEDAS ASSAYING REPORT OF SPECIFICATIONS
COMEAVIALABLE.

IN THE EVENT THE ACTUAL ASSAYS DEVIATE FROM THE CONTRACTUAL ASSAYS BOTH PARTIES AGREE TO DISCUSS IN
GOOD FAITH TO REACH IN LINE WITH PREVAILING MARKET TERMS.

COBALT SHALL OTHERWISE BE FREE FROM DELETRIOUS IMPURITIES HARMFUL TO THE SMELTING AND REFINING
PROCESS AND SHALL BE ABLE TO WITHSTAND THE VOYAGE, UPON ALL CUSTOMARY FORMS OF TRANSPORTATION, TO
THE DESTINATION INTENDED BY THE BUYER. THE COBALT HYDROXIDE SHALL CONFORM TO ALL LOCAL REQULATIONS
AND THE IMO/BC CODE OF SAFE PRACTICE FOR SOLID BULK CARGOS. SELLER SHALL PROMPTLY PRESENT VALID TML,
FMP AND MOISTURE CERTIFICATE IF SO REQUESTED BY BUYER.

ARTICLE 02, QUANTITY:

a) THE SELLER AGREES TO SELL AND THE BUYER AGREES TO PURCHASE THE 500MT (+/-10%) TOLERANCE

ARTICLE 03, PACKING/MARKING:

THE COMMODITY FROM THE ORIGIN TO DISCHARGING PORTS WILL PACKED IN 1 TON BIG BAG, AND THE BAG WILL BE
DULY SEALED UP BY INSPECTION COMPANY–REPUBLIC OF ZAMBIA;

ARTICLE 04, COUNTRY OF ORIGIN:

REPUBLIC OF ZAMBIA

ARTICLE 05, TERM OF DELIVERY:

CIF Haiphong port, Vietnam

COMMENCEMENT OF DELIVERY OF FIRST SHIPMENT: IMMEDIATE

THE SELLER WARRANTS AND REPRESENTS THAT THE COBALT HYDROXIDE IS FREE OF ANY PRIVATE-LAW OF PUBLIC –
LOW RIGHTS OF THIRD PARTIES, WHICH MAY AFFECT THE OWNERSHIP OF THE PRODUCT. IN PARTICULAR, THE ORE IS
NOT SUBJECT TO OWNERSHIP BY WAY OF SECURITY OR RESERVATION OF OWNERSHIP, ENCUMBRANCES,
HYPOTHECATIONS OR OTHER SECURITY RIGHTS OF THIRD PARTIES IN ACCORDANCE WITH THE LAW RESPECTIVELY
APPLICABLE TO THE COBALT ORE. MOREOVER, THE ORE IS NOT SUBJECT TO AGREEMENT OR OBLIGATIONS OF THIRD
PARTIES, WHICH MAY HAVE A SIMILAR EFFECT TO THE COBALT HYDROXIDE.

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THE COBALT HYDROXIDE DELIVERED BY THE SELLER IS IN ACCORDANCE WITH THE RESPECTIVELY VALID REQUIREMENTS
OF ENVIRONMENTAL LAW, WHICH ARE APPLICABLE TO THE BUYER.

ARTICLE 6; PARTIAL SHIPMENTS: NOT ALLOWED

ARTICLE 07, COMMODITY PRICE:

THE CIF HAIPHONG PORT, VIETNAM PRICE PER METRIC TONNE OF COBALT HYDROXIDE
USD$6,200 PER TONE

QUOTATION PERIOD: ONE MONTH AFTER SHIPMENT (M+1)THE CHOSEN QUOTATIONAL PERIOD SHALL APPLY FOR
THE ENTIRE AGREEMENT; UPON SELLER AGREEMENT, THE CHOSEN QUOTATIONAL PERIOD
COULD CHANGE ONCE DURING THEAGREEMENT;

ARTICLE 08, TERMS OF PAYMENT

1. IRREVOCABLE CONFIRMED SDLC /DLC,VALID FOR 90 DAYS

2.

THE COMMERCIAL INVOICE SHALL BE BASED ON THE EXPECTED DRY METRIC TONS TO BE SHIPPED AND TECHNICAL
ASSAYS MADE BY THE SELLER. THE BUYER WILL ENSURE THAT THE FINAL INSPECTION PROCESS STARTS DULY AFTER
CONTRACT .

BANK CHARGES, IF ANY, LEVIED BY THE BUYER BANK OR DUE TO BUYER FAULT IN RESPECT OF PAYMENTS OR IN THE
COUNTRY OF BUYERSHALL BE FOR THE ACCOUNT OF THE BUYER. BANK CHARGES, IF ANY, LEVIED BY THE SELLER BANK
OR DUE TO SELLER FAULT IN RESPECT OF PAYMENTS HEREUNDER OR IN THE COUNTRY OF THE SELLER SHALL BE FOR THE
ACCOUNT OF THE SELLER.

THE LANAGUAGE OF THE NOTICES, PROFORMA INVOICE, COMMERCIAL INVIOUCE, CERTIFICATES WILL BE ENGLISH

SPELLING AND TYPOGRAPHICAL ERRORS AND DIFFERENCES OF SUCH NATURE BETWEEN BANK ISSUED AND BENEFICIARY
ISSUED DOCUMENTS SHALL NOT BE DEEMED DISCREPANCIES PROVIDED THAT THE INTENT OF THE WRITER IS CLEAR
FROM THE CONTEXT AND IN SUCH CASE ONLY UCP600 REGULATIONS SHALL APPLY AT ANY TIME AND SHALL BE
CORRECTED.

ARTICLE 08.1 , TERMS AND WORKING PROCEDURES OF THE CONTRACT

3. Buyer and Seller sign the contract on each page.

4. Same day, Seller issues pro forma invoice and send to the Buyer.
5. Buyer within 14 days will open ICDLC in favour of seller bank.
6. Within 7 working days , from date received confirmed bank instrument , Seller has been delivered the entire stock
to Manica Ndola warehouse , Zambia.
7. Seller appoints SGS Zambia for inspection and testing of the goods ex warehouse ,once the stock is available in
Manica warehouse Ndola, Zambia.
8. Same time , Seller proceed with export procedures in order to obtain export permit , certificate of origin .
9. Once , Seller has all documents required , available submit to his bank ,along with other documents for payment.
10. Once, Seller bank confirm credit in account , shipping of the goods starts to buyer destination port.

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THE SELLER SHALL SEND THE FOLLOWING DOCUMENTS TO THE ABSA BANK FOR PAYMENT :

1. SIGNED COMMERCIAL INVOICE IN 3 ORIGINAL AND 3 COPIES INDICATING CONTRACT NUMBER, QUALITY AND
QUANTITY DATA;
2. PACKING LIST IN 3 ORIGINAL AND 3 COPIES ISSUED BY SELLER INDICATING QUANTITY/WEIGHT AND NET
WEIGHTS OF EACH PACKAGE AND PACKING CONDITIONS;

3. CERTIFICATE OF QUALITY IN 1 ORIGINAL AND 2 COPIES ISSUED BY INSPECTION COMPANY AT LOADING

WAREHOUSE SHOWING (ACCURATELY ELEMENT CONTENT);

4. EXPORT PERMIT ISSUED BY MINISTRY OF MINES ZAMBIA

5. CERTIFICATE OF ORIGIN ISSUED BY ZRA

6. ZRA CLEARANCE

ARTICLE 09, DURATION,

THIS AGREEMENT WILL COMMENCE UPON EXECUTION BY THE PARTIES AND WILL REMAIN IN FORCE UNTIL OCTOMBER
2021, UNLESS OTHERWISE EXENDED OR TERMINATED BY MUTUAL AGREEMENT IN WRITING BETWEEN THE SELLER AND
THE BUYER OR UNLESS TERMINATED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT.

ARTICLE 10, SUSPENSION OF QUOTATIONS:

THE METAL PRICES AND CURRENCY QUOTATIONS SPECIFIED UNDER THIS AGREEMENT ARE THE QUOTATIONS IN
GENERALS USE FOR THE PRICING OF THE METAL CONTENT OF CONCENTRATE.

IN THE EVENT THAT ANY OF THESE PRICE QUOTATIONS CEASE TO EXIST OR CEASE TO BE PUBLISHED OR SHOULD NO
LONGER BE INTERNATIONALLY RECOGNISED AS THE BASIS FOR THE SETTLEMENT OF CONCENTRATE AGREEMENT, THEN
UPON THE REQUEST OF EITHER PARTY, SELLER AND BUYER WILL PROMPTLY CONSULT TOGETHER WITH A VIEW TO
AGREE ON A NEW PRICING BASIS AND ON THE DATE FOR BRINGING SUCH BASIS INTO EFFECT. THE BASIC OBJECTIVE
WILL BE TO SECURE THE CONTINUITY OF FAIR PRICING.

ARTICLE 11, COMMODITY QUALITY & QUANTITY CERTIFICATIONS:

A- THE INSPECTION CERTIFICATE WILL BE FROM INSPECTORATE SGS,OR FROM ANOTHER QUALIFIED INSPECTOR
COMPANY MUTUALLY ;CERTIFYING THE QUALITY & QUANTITY OF THE COMMODITY IN COMPLIANCE WITH THE
INTERNATIONAL CHAMBER OF COMMERCE (ICC) REGULATION. THE COMMODITY SINCE THEN REMAINED DULY
SEALED AND CERTIFIED BY INSPECTORATE SGS – ZAMBIA.PRE-SHIPMENT INSPECTION CERTIFICATES FOR
QUALITY AND QUANTITY COST WILL BE ON THE SELLER ACCOUNT.

B- ALL INSPECTION PROCEDURES & REQUIRED DOCUMENTS SHALL BE MAINTAINED REFERRING TO THE PLACE
WHERE THE COMMODITY IS LOCATED.

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C- THE MATERIAL SHALL MEET THE SPECIFICATIONS AGREED UPON AS SET OUT IN THE AGREEMENT OR AS
OTHERWISE AGREED IN WRITING.

D- SELLER SHALL DELIVER THE MATERIAL IN SUCH QUANTITY AS SET OUT IN THE AGREEMENT WITHIN ANY
TOLERANCE STATED THEREIN.

E- THE WEIGHTS SHALL BE DETERMINED BY THE SELLER AND SHALL CONSTITUTE THE BASIS FOR ALL INVOICING.
THE BUYER IS ENTITLED TO VERIFY THE WEIGHTS DETERMINED BY THE SELLER .

ARTICLE 12: NOTICES:

NO NOTICE OR COMMUNICATION WITH RESPECT TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS IT IS GIVEN IN
WRITING AND DELIVERED OR SENT BY FACSIMILE OR ELECTRONC MAIL TO THE OTHER PARTY AT THE ADDRESS SET OUT
HEREIN, OR TO SUCH OTHER ADDRESS AS EACH PARTY OTHERWISE NOTIFIES THE OTHER PARTY.

NOTICES GIVEN BY FIRST CLASS MAIL SHALL BE DEEMED TO HAVE BEEN DELIVERED WHEN RECEIVED. NOTICES SENT BY
FACSIMILE OR ELECTRONIC MAIL SHALL BE DEEMED TO HAVE RECEIVED UPON COMPLETION OF SUCCESSFUL
TRANSMISSION IF SENT DURING NORMAL OFFICE BUSINESS HOURS AT THE PLACE OF RECEIPT. ANY FACSIMILE OR
ELECTRONIC MAIL TRANSMITTED OUTSIDE OF NORMAL OFFICE BUSINESS HOURS AT THE PLACE OF RECEIPT SHALL BE
DEEMED TO HAVE BEEN RECEIVED ON THE NEXT BUSINESS DAY.

ALL NOTICES, REQUESTS AND OTHER COMMUNICATIONS HEREUNDER SHALL BE ADDRESS:

IF TO SELLER: ZAROM Mining & Investments Zambia Ltd.

26 MAPEPE ROAD, OLYMPIA PARK
LUSAKA
REPUBLIC OF ZAMBIA
+26

IF TO BUYER XXXXXXXXXXXXXXXXX

ARTICLE 13, CONFLICT MINERALS:

ALL COBALT HYDROXIDE SHIPMENTS SOURCED FROM FREE MINERALS CONFLICT AND FORCED LABOR SITES AND FREE
FROM CRIMINAL & MONEY LUANDRY.

ARTICLE 14, BANKING INFORMATION:

Seller’s banking details or designated banking coordinates :

Bank Name
Address
Account Holder
Account Name
Account Number
Branch
Branch Sort Code
SWIFT Code
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Buyer’s banking details or designated banking coordinates:

Bank Name
Address
Account Holder
Account Name
Account Number
Bank Officer
Bank Phone and Fax
SWIFT Code

ARTICLE 15, ELECTRONIC DOCUMENTS AND SIGNATURES:

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND ENFORECEABLE IN RESPECT OF ANY
PROVISION OF THIS CONTRACT. AS APPLICABLE, THIS AGREEMENT SHALL INCORPORATE U.S. PUBLIC 106-229, THE
ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT’ OR SUCH OTHER APPLICABLE LAW CONFORMING
TO THE UNCITRAL MODEL LAW ON ELECTORONIC SIGNATURES (2001), THE ELECTRONIC COMMERCE AGREEMENT
(ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED NATIONS CENTER FOR TRADE FACILITATION AND
ELECTRONIC BUSINESS (UN/CEFACT), EUROPEAN COMMUNITY DIRECTIVE N˚ 95/46/EEC, AS APPLICABLE.

EITHER PARTY MAY REQUEST HARD COPY OF ANY DOCUMENT THAT HAS BEEN PREVIOUSLY TRANSMITTED BY
ELECTRONIC MEANS PROVIDED HOWEVER, THAT ANY SUCH REQUEST SHALL IN NO MANNER DELAY THE PARTIES FROM
PERFORMING THEIR RESPECTIVE OBLIGATIONS AND DUTIES UNDER EDT INSTRUMENTS.

ARTICLE 16, LIMITATION OF LIABILITY:

15.1 EXCEPT AS OTHERWISE PROVIDED HEREIN OR IN THE AGREEMENT, NO PARTY SHALL BE LAIBLE TO THE
OTHER PARTY IN ITS PERFORMANCE OF OR FAILURE TO PERFORM THE AGREEMENT, WHETHER IN
AGREEMENT, TORT OR OTHERWISE, FOR ANY INDIRECT OR CONCEQUENTIAL LOSS OR DAMAGE OF ANY
NATURE WHATSOEVER INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOSS OF PRODUCTION,
LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF USE OF ANY EQUIPMENT, LOSS OF AGREEMENT, LOSS OF
BUSINESS OPPORTUNITY AND LOSS OF GOOD-WILL.EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT
TO RECOVER PUNITIVE, EXEMPLARY OR SIMILAR DAMAGES WITH RESPECT TO ANY DISPUT, CONTROVERSY
OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT.

15.2 NO WARRANTIES ARE MADE BY SELLER OTHER THAT MATERIAL CONFORMS TO THE SPECIFICATIONS AS TO
QUALITY AND QUANTITY AGREED UPON IN THE AGREEMENT WITHIN ANY TOLERANCE STATED THEREIN.
ANY WARRANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY LAW, CUSTOM OR STATUTE, WHETHER AS
TOMERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE MATERIAL, OR
OTHERWISE,ARE EXCLUDED;

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15.3 EITHER PARTY CAN ASSERT A CLAIM FOR DAMAGES INSTEAD OF PERFORMANCE ONLY AFTER HAVING
GRANTED THE OTHER PARTY AN APPROPRIATE GRACE PERIOD FOR THE PERFORMANCE OF ITS
OBLIGATIONS;

15.4 THE LIMITATIONS OF LIABILITY AND EXCLUSION OF WARRANTES AS SET OUT IN THE AGREEMENT SHALL BE
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THE AGREEMENT PURPORTS TO
LIMIT LAIBILITY FOR FRAUD, WILFUL MISCONDUCT, DEATH OR PERSONAL ENJURY.

ARTICLE 17, FORCE MAJEURE:

1 – UNLESS OTHERWISE AGREED IN THE AGREEMENT BETWEEN THE PARTIES EXPRESSLY OR IMPLIEDLY, WHERE A
PARTY TO CONTRACT FAILS TO PERFORM ONE ORE MORE OF ITS CONTRACTUAL DUTIES, THE CONSEQUENCES
SET OUT IN PARAGRAPHS 4 TO 9 OF THE CLAUSE WILL FOLLOW IF AND TO THE EXTENT THAT THE PARTY PROVES:

[a] THAT IS FAILURE TO PERFORM WAS CAUSED BY AN IMPEDIMENT BEYOND ISTS REASONABLE
AGREEMENT; AND

[b] THAT IT COULD NOT REASONABLY HAVE BEEN EXPECTED TO HAVE TAKEN THE ACCURRENCE OF THE
IMPEDIMENT INTO ACCOUNT AT THE TIME OF THE CONCLUSION OF THE AGREEMENT; AND

[c] THAT IT COULD NOT REASNABLY HAVE AVOIDED OR OVERCOME THE EFFECTS OF THE IMPEDIMENT.

2 -WHERE A CONTRACTING PARTY FAILS TO PERFORM ONE ORE MORE OF ITS CONTRACTUAL DUTIES OF DEFAULT
BY A THIRD PARTY WHOM IT HAS ENGAGED TO PERFORM THE WHOLE OR PART OF THE AGREEMENT, THE
CONSEQUENCES SET OUT IN PARAGRAPHS 4 TO 9 OF THIS CLAUSE WILL ONLY APPLY TO THE CONTRACTING
PARTY:

[a] IF AND TO THE EXTENT THAT THE CONTRACTING PARTY ESTABLISHES THE REQUIREMENTS SET OUT IN
PARAGRAPH 1 OF THIS CLAUSE; AND

[b] IF AND TO THE EXTENT THAT THE CONTRACTING PARTY PROVES THAT THE SAME REQUIREMENTS
APPLY TO THE THIRD PARTY.

3 -IN THE ABSENCE OF PROOF TO THE CONTRARY AND UNLESS OTHERWISE AGREED IN THE AGREEMENT BETWEEN
THE PARTIES EXPRESSLY OR IMPLIEDLY, A PARTY INVOKING THIS CLAUSE SHALL BE PRESUMED TO HAVE
ESTABLISHED THE CONDITIONS DESCRIBED IN PARAGRAPH 1 [a] AND [b] OF THIS CLAUSE IN CASE OF THE
OCCURRENCE OF ONE OR MORE OF THE FOLLOWING IMPEDIMENTS:

[a] WAR (WHETHER DECLARED OR NOT), ARMED CONFLICT OR THE SERIOUS THREAT OF SAME (INCLUDING
BUT NOT LIMITED TO HOSTILE ATTACK, BLOCKADE, MILITARY EMBARGO), HOSTILITIES, INVEASION, ACT
OF FOREIGN ENEMY, EXTENSIVE MILITARY MOBILISATION;

[b] CIVIL WAR, RIOT REBELLION AND REVOLUTION, MILITARY OR USERPED POWER, INSURRECTION, CIVIL
COMMOTION OR DISORDER, MOBVIOLENCE, ACT OF CIVIL DISOBEDIENCE;

[c] ACT OF TERRORISM, SABOTAGE OR PIRACY;

[d] ACT OF AUTHORITY WHETHER LAWFUL OR UNLAWFUL, COMPLIANCE WITH ANY LAW OR GOVERNMENTAL
ORDER, RULE, REGULATION OR DIRECTION, CURFEW RESTRICTION, EXPRORPRIATION, COMPULSORY
ACQUISTION, SEIZURE OF WORKS, REQUISITION, NATIONALISATION;

[e] ACT OF GOD, PLAGUE, EPIDEMIC, NATURAL DISASTER SUCH AS BUT NOT LIMITED TO VIOLENT STORM,
CYCLONE, TYPHOON, HORRICANE; TORNADO, BLIZZARD, EARTHQUAKE, VOLCANIC ACTIVITY, LANDSLIDE,
TIDAL WAVE, TSUNAMI, FLOOD, DAMAGE OR DESTRUCTION BY LIGHTINING, DROUGHT;

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[f] EXPLOSION, FIRE, DESTRUCTION OF MACHINESE, EQUIPMENTS, FACTORIES AND OF ANY KIND OF
INSTALLATION, PROLONGED BREAK-DOWN OF TRANSPORT, TELECOMMUNICATION OR ELECTRIC
CURRENT;

[g] GENERAL LABOUR DISTURBANCE SUCH AS BUT NOT LIMITED TO BOYCOTT, STRIKE AND LOCK-OUT, GO-
SLOW, OCCUPATION OF FACTORIES AND PREMISES;

4 -A PARTY SUCCESSFULLY INVOKING THIS CLAUSE IS, SUBJECT TO PARAGRAPH 6 BELOW, RELIEVED FROM ITS
DUTY TO PERFORM ITS OBLIGATIONS UNDER THE AGREEMENT FROM THE TIME TO TIME AT WHICH THE
IMPEDIMENT CAUSES THE FAILURE TO PERFORM IF NOTICE THEREOF IS GIVING WITHOUT DELAY OR, IF NOTICE
THEREOF IS NOT GIVEN WITHOUT DELAY, FROM THE TIME AT WHICH NOTICE THEREOF REACHES THE OTHER
PARTY;
5 -A PARTY SUCCESSFULLY INVOKING THIS CLAUSE IS, SUBJUECT TO PARAGRAPH 6 BELOW, RELIEVED FROM ANY
LIABILITY IN DAMAGES OR ANY OTHER CONTRACTUAL REMEDY FOR BREACH OF THE AGREEMENT FROM THE TIME
INDICATED IN PARAGRAPH 4;

6 -WHERE THE EFFECT OF THE IMPEDIMENT OR EVENT INVOKED IS TEMPORARY, THE CONSEQUENCES SET OUT
UNDER PARAGRAPH 4 AND 5 ABOVE SHALL APPLY ONLY INSOFAR, TO THE EXTENT THAT AND AS LONG AS THE
IMPEDIMENT OR THE LISTED EVENT INVOKED IMPEDES PERFORMANCE BY THE PARTY INVOKING THIS CLAUSE OF
ITS CONTRACTUAL DUTIES, WHERE THIS PARAGRAPH APPLIES, THE PARTY INVOKING THIS CLAUSE IS UNDER AN
OBLIGATION TO NOTIFY THE OTHER PARTY AS SOON AS THE IMPEDIMENT OR LISTED EVENT CEASES TO IMPEDE
PERFORMANCE OF ITS CONTRACTUAL DUTIES;

7 -A PARTY INVOKING THIS CLAUSE IS UNDER AN OBLIGATION TO TAKE ALL REASONABLE MEANS TO LIMIT THE
EFFECT OF THE IMPEDIMENT OR EVENT INVOKED UPON PERFORMANCE OF ITS CONTRACTUAL DUTIES.

8 -WHERE THE DURATION OF THE IMPEDIMENT INVOKED UNDER PARAGRAPH 1 OF THE CLAUSE OR OF THE LISTED
EVENT INVOKED UNDER PARAGRAPH 3 OF THIS CLAUSE HAS THE EFFECT OF SUBSTANTIALLY DEPRIVING EITHER
OR BOTH OF THE CONTRACTING PARTIES OF WHAT THEY WERE REASONABLY ENTITLED TO EXPECT UNDER THE
CONTRACT, EITHER PARTY HAS THE RIGHT TO TERMINATE THE CONTRACT BY NOTIFICATION WITHIN A REASONABLE
PERIOD TO THE OTHER PARTY;

9 - WHERE PARAGRAPH 8 ABOVE APPLIES AND WHERE EITHER CONTRACTING PARTY HAS, BY REASON
OF ANY THING DONE BY ANOTHER CONTRACTING PARTY IN THE PERFORMANCE OF THE AGREEMENT, DERIVED A
BENEFIT BEFORE THE TERMINATION OF THE AGREEMENT, THE PARTY DERIVING SUCH A BENEFIT SHALL BE
UNDER A DUTY TO PAY TO THE OTHER PARTY A SUM MONEY EQUIVALENT TO THE VALUE OF SUCH A BENEFIT;

THE PARTIES SHALL BE OBLIGED TO IMMEDIATELY ADVISE EACH OTHER IF ANY DELAY ARISE FROM ANY OF THE CAUSES
REFERRED TO. THE FULFILLMENT OF THE AGREEMENT OBLIGATIONS WILL BE EXTENDED FOR A RESPECTIVE PERIOD
PROVIDING BOTH PARTIES AGREE. CERTIFICATES ISSUED BY THE LOCAL CHAMBER OF COMMERCE, THE ICC OR OTHER
GOVERNMENT INSTITUTIONS SHALL BE PRESENTED AS PROOF OF FORCE MAJEURE TO THE OTHER PARTY.

ARTICLE 18, NON-WAIVER:

NO COURSE OF PERFORMANCE AND NO DELAY OR FAILURE BY ANY PARTY IN EXERCISING ANY RIGHT, POWER OR
REMEDY SHALL OPERATE AS A WAIVER THEREOF OR OTHERWISE PREJUDICE ITS RIGHTS, POWERS OR REMEDIES. NO
SINGLE EXERCISE OF ANY RIGHT OR POWER SHALL PRECLUDE THE FURTHER EXERCISE THEREOF OR THE EXERCISE OF
ANY OTHER RIGHT OR POWER HEREUNDER. NO RIGHT, POWER OR REMEDY CONFERRED UPON ANY PARTY BY THIS
AGREEMENT SHALL BE EXCLUSIVE OF ANY OTHER RIGHT, POWER OR REMEDY REFERRED TO HEREIN OR NOW OR NOW
OR HEREAFTER AVAILABLE AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE, EXCEPT AS EXPRESSLY PROVIDED HEREIN.
NO WAIVER OF ANY PROVISION OF THIS AGREEMENT SHALL BE EFFECTIVE UNLESS MADE IN WRITING AND SIGNED BY
THE PARTY AGAINST WHOM SUCH WAIVER IS SOUGHT TO BE ENFORCED.

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ARTICLE 19, GOVERNING LAW AND ARBITRATION:

THIS AGREEMENT SHALL BE GOVERNED, AND INTERPRETED IN ACCORDANCE WITH LAWS OF THE REPUBLIC OF ZAMBIA,
WHICH SHALL APPLY TO ICC RULES AND REGULATIONS.

IF ANY DISPUTE HAPPENS, THE TWO PARTIES AGREE TO TRY THEIR UTMOST TO SOLVE IT BY FRIENDLY NEGOTIATIONS. IF
THE DISPUTE PROVES IMPOSSIBLE TO SETTLE, THE DISPUTE MATTER ARISING IN CONNECTION WITH THE PRESENT
AGREEMENT SHALL BE FINALLY SETTLED UNDER THE RULES OF CONCILIATION AND ARBITRATION OF THE
INTERNATIONAL ARBITRATION ASSOCIATION CHAMBERS IN LONDON-UNITED KINGDOM,AND WILL BE SUBMITTED
WITHIN 10 (TEN) DAYS TO THE ARBITRATION IN ACCORDANCE WITH THE SAID RULES. THE PARTIES AGREE THAT THEY
WILL BE BOUND BY THE ARBITRATOR'S DECISION FOR OR AGAINST EITHER BUYER OR SELLER. THE ARBITRATION AND
ATTORNEY FEES WILL BE PAID BY THE LOSING PARTY. IT IS UNDERSTOOD THAT IN THE EVENT OF DISPUTE OR
ARBITRATION, THE LANGUAGE OF ENGLISH SHALL PREVAIL.

ARTICLE 20, ASSIGNMENT:

EITHER PARTY IS NOT ALLOWED TO ASSIGN THE AGREEMENT IN FAVOR OF A THIRD PARTY IN ORDER TO SECURE THE
PERFORMANCE OF ITS CONTRACTUAL OBLIGATIONS, PROVIDED SUCH OBLIGATIONS CONTINUE UPON THE ASSIGNEE
AND ONLY WHEN WRITTEN ASSIGNMENT AGREEMENT BEING CONCLUDED AND ACCEPTED BY BOTH PARITIES. EITHER
PARTY MAY CHANGE THEIR BANKING DETAILS BY WRITTEN INSTRUCTION TO THE OTHER.

ARTICLE 21, MISCELLANEOUS:

ANY AMENDMENTS AND SUPPLEMENTS TO THE TERMS AND CONDITIONS OF THIS AGREEMENT WILL BE VALID ONLY IF
MADE IN WRITING AND DULY SIGNED BY BOTH PARTIES.

THIS AGREEMENT SHALL BE LEGAL AND BINDING UPON SIGNATURE OF THE FAX/ELECTRONIC COPIES AND UPON
RECEIPT OF THE COUNTERSIGNED FAX/ELECTRONIC COPY.

DOCUMENTS OTHER THAN IN ENGLISH ARE ACCEPTABLE IF ACCOMPANIED BY A PROPER PLUS CORRECT TRANSLATION
INTO ENGLISH LANGUAGE.

ANY AND ALL CUSTOMS DUTIES, TAXES, FEES AND SIMILAR COSTS AT LOADING PORT / AIRPORT INCLUDING LOADING
EXPENSES ARE FOR THE ACCOUNT OF BUYER.

TAXES AND TARIFFS;

ANY TAXES, TARIFFS AND DUTIES WHETHER EXISTING OR NEW ON THE COBALT ORE OR CONTAINED METALS OR ON
COMMERCIAL DOCUMENTS RELATING THERETO OR ON THE CARGO ITSELF, IMPOSED IN THE COUNTRY OF ORIGIN SHALL
BE BORNE BY THE SELLER;

ANY TAXES, TARIFFS AND DUTIES WHETHER EXISTING OR NEW ON THE ORE OR CONTAINED METALS OR ON
COMMERCIAL DOCUMENTS RELATING THERETO OR ON THE CORGO ITSELF, IMPOSED IN THE COUNTRY OF DISCHARGE
AND/OR THE IMPORTING COUNTRY SHALL BE BORNE BY THE BUYER;

LICENSES;
SELLER UNDERTAKES THAT ALL NECESSARY EXPORT LICENCES AND ALL OTHER AUTHORIZATIONS REQUIRED FOR THE
COBALT ORE HAVE BEEN OBTAINED (AND/OR WILL BE OBTAINED) FOR THE ENTIRE QUANTITY COVERED BY THIS
AGREEMEN.

THE BUYER SHALL BE LIABLE FOR OBTAINING IMPORT LICENSE FOR THE CONTRACTING COMMODITY AND DISCHARGING
THE SAID COMMODITY AT DISCHARGE PORT /AIRPORT. ANY AND ALL CUSTOMS DUTIES, TAXES, FEES AND SIMILAR
COSTS AT DISCHARGE PORT / AIRPORT INCLUDING DISCHARGE EXPENSES ARE FOR THE ACCOUNT OF THE BUYER. ANY
CHARGE INCURRING DUE TO DELAY OF IMPORT AND HENCE INFLUENCING DISCHARGE WILL BE AT BUYER'S ACCOUNT
AND BUYER'S SOLE RESPONSIBILITY.

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IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE, THE VALIDITY AND/OR
ENFORCEABILITY OF THE REMAINDER OF THIS AGREEMENT SHALL BE IN FORCE AS IF SUCH PROVISION WAS NOT PART
THEREOF.

ARTICLE 22, NON-CIRCUMVENTION AND NON-DISCLOSURE:

THE PARTIES (BUYER, SELLER, OR THEIR RESPECTIVE COMMISSION AGENTS) SHALL NOT, IN ANY MANNER SOLICIT
AND/OR ACCEPT ANY BUSINESS FROM ANY CONTACT WHICH HAS BEEN MADE AVAILABLE, DISCLOSED, OR INTRODUCED
BY ONE PARTY (DISCLOSING PARTY) TO THE OTHER PARTY (NON-DISCLOSING PARTY), NOR SHALL THE NON-DISCLOSING
PARTY IN ANY MANNER ACCESS, CONTACT, SOLICIT AND/OR CONDUCT ANY TRANSACTION WITH THE DISCLOSING
PARTY'S CONTACT, WITHOUT THE EXPRESS WRITTEN PERMISSION OF THE DISCLOSING PARTY.

THE PARTIES SHALL NOT IN ANY WAY WHATSOEVER CIRCUMVENT EACH OTHER AND/OR ATTEMPT SUCH
CIRCUMVENTION OF EACH OTHER AND/OR ANY OF THE PARTIES TO BE INVOLVED IN ANY TRANSACTION FORMING
WITH A CONTACT, AND THE PARTIES SHALL TO THE BEST OF THEIR ABILITIES ENSURE THAT THE ORIGINAL TRANSACTION
CODES, DATA AND PROPRIETARY INFORMATION ESTABLISHED ARE NOT ALTERED.

ARTICLE 23, TITLE AND RISK

TITLE AND RISK IN THE COBALT CONCENTRATE SHALL PASS FROM THE SELLER TO THE BUYER WHEN THE COBALT
CONCENTRATE HAS BEEN DELIVERED TO THE BUYER’S NOMINATED WAREHOUSING COMPANY IN ACCORDANCE WITH
EX-WAREHOUSE INCOTERMS 2010”.

ARTICLE 24, EXECUTION OF AGREEMENT:

THE PARTIES AGREE THAT THIS AGREEMENT WILL BE IN FULL FORCE AND EFFECT WHEN EXECUTED AND TRANSMITTED
VIA FACSIMILE/EMAIL. HOWEVER, ORIGINALS IN COPIES WILL BE SIGNED AND DISTRIBUTED SUBSEQUENTLY VIA
EXPRESS MAIL IF NECESSARY.

EACH PARTY TO THIS AGREEMENT REPRESENTS THAT IT HAS FULL LEGAL AUTHORITY TO EXECUTE THIS AGREEMENT AND
THAT EACH PARTY IS TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THE AGREEMENT. THIS
AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN BOTH PARTIES AND ANY CHANGES WILL BE MADE IN
WRITING, EXECUTED BY BOTH PARTIES.

BY SIGNING THIS AGREEMENT, PREVIOUS CORRESPONDENCE AND NEGOTIATIONS CONNECTED HEREWITH SHALL BE
NULL AND VOID.

ARTICLE 25, AGREEMENT TERMINATION:

EITHER PARTY MAY TERMINATE THIS AGREEMENT IF THE OTHER PARTY FAILS TO PERFORM A SUBSTANTIVE
CONTRACTUAL OBLIGATION DUE TO ‘THE TERMINATION EVENT”, EXCLUDING FORCE MAJEURE EVENT. NOTIFICATION
OF TERMINATION IS TO BE IN WRITING WITHIN (30) THIRTY DAYS OF THE TERMINATION EVENT AND IS TO GIVE THIRTY
(30) DAYS PERIOD TO REMEDY OR EXCUSE THE TERMINATION EVENT. NO TERMINATION IS PERMITTED IF THE OTHER
PARTY REMEDIES AND EXCUSES THEIR OBLIGATIONS WITHIN THIRTY (30) DAYS OF THE NOTIFICATION.

AND SHOULD ANY ONE OF THE FOLLOWING EVENTS OCCUR; EITHER PARTY MAY TERMINATE THIS AGREEMENT
FORTHWITH, IN WHOLE OR IN PART, BY NOTIFYING THE OTHER PARTY IN WRITING:

(i) INSOLVENCY, BANKRUPTCY, LIGUIDATION OR DISSOLUTION OF THE PARTY,

(ii) INITIATION OF ANY PROCEEDING AGAINST THE OTHER PARTY UNDER THE PROVISION OF ANY INSOLVENCY
OR
BANRUPCTY LAW OR ANY LAW FOR RELIEF OF DEBTORS,
(iii) APPOINTMENT OF A TRUSTEE, RECEIVER OR LIQUIDATOR OVER ANY ONE OF THE OTHER PARTY’S ASSETS
OR
PROPERTY,
(iv) ISSUANCE OF ANY ORDER FOR THE ATTACHMENT OF THE OTHER PARTY’S ASSESTS OR PROPRTY OR
(v) GENERAL ASSIGNMENT BY THE OTHER PARTY FOR THE BENEFIT OF ITS CREDITORS.

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ARTICLE 26, AGREEMENT SIGNATORIES:

IN WITNESS THEREOF, THE PARTIES HAVE SIGNED BELOW TO ACCEPT AND APPROVE ALL TERMS AND CONDITIONS
CONTAINED IN THIS AGREEMENT. FROM THE DATE OF SIGNING OF THIS AGREEMENT, ALL PREVIOUS RESPECTIVE
NEGOTIATIONS AND CORRESPONDENCE BY TELEPHONE, FAX, MAIL OR E-MAIL ARE NULL AND VOID. THIS AGREEMENT IS
NOT CONNECTED WITH OTHER AGREEMENTS OF THE SELLER AND THE BUYER, FROM WHICH JURIDICAL OR FINANCIAL
CONSEQUENCES MAY OCCUR. THIS AGREEMENT IS SIGNED IN 2 (TWO) COPY IN ENGLISH, 1 (ONR) FOR EACH PARTY.

EXECUTED AS A DEED THIS DATE OF OCTOMBER 16 ,2020

EXECUTED FOR AND ON BEHALF OF THE SELLER, IN EXECUTED FOR AND ON BEHALF OF THE BUYER, IN ACCORDANCE WITH THE
CORPORATION ACTOF THE ACCORDANCE WITH THE CORPORATION ACTOF THE RELEVANT COUNTRY BY AUTHORITY OF
RELEVANT COUNTRY BY AUTHORITY OF THE DIRECTRSTHE DIRECTRS

THE SELLER’S; THE BUYER’S;

ZAROM Mining & Investments Zambia Ltd.
Represented By:MarianStatachi Represented by:
Title:Director Title:

Signature & Seal

Signature & Seal

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ANNEX №2 Specifications

Sr. No Cobalt Concentrate or Hydroxide to be specified

Element Specification (%)

1 Co 28%

2 Cu 1.27

3 Fe <0.00

4 Al <0.0

5 Ca <0.0

6 Cd 0.00

7 Cr <0.00

8 Mg <0.0

9 Mn <0.00

10 Ni <0.0

11 Pb <0.00

12 Zn <0.00

13 As <0.00

14 Bi <0.00

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IN THE EVENT THE ACTUAL ASSAYS ARE OUTSIDE OF THE ABOVE DESCRIBED CONTRACUAL ASSAYS BOTH PARTIES AGREE
TO DISCUSS IN GOOD FAITH TO REACH A SOLUTION IN LINE WITH PREVAILING MARKET TERMS.

ANNEX № 2 SHIPMENTS SCHEDULE CHART

The details for schedule chart shall be adjusted accordingly as per the execution of this agreement

ABOVE CONTRACT HAS BEEN ISSUED IN 15 PAGES ONLY

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