SELLER CODE: SLMIL050824

BUYER CODE:

This private Sale & Purchase Agreement referred to hereinafter as the

(SPA/Agreement/Contract), which is restricted up to the maximum level of confidentiality,
and meant to be perused and processed only by the two end Principals / Signatories, and
their formal officers, is entered into this Day, Aug 5th 2024, by and between the parties
described below:

THE SELLER:

COMPANY NAME SALIMBO MINING INVESTMENTS LTD

COMPANY LICENSE 120220034264
LEGAL REPRESENTATIVE Mr. Chinga Musonda
POSITION Managing Director
ADDRESS 21 A Great east Road Avondale Lusaka.
COUNTRY ZAMBIA
TELEPHONE +260772412405, +27788496740,+260972720195
WEBSITE www.salimbomining.com
EMAIL sales@salimbomining.com,info@salimbomining.com
Hereinafter referred to as the “SELLER” called PARTY ONE (1)

AND

THE BUYER:

COMPANY NAME
COMPANY LICENSE
LEGAL REPRESENTATIVE
POSITION
ADDRESS
COUNTRY
TELEPHONE
EMAIL
Hereinafter referred to as the “BUYER” called PARTY TWO (2)

SELLER and BUYER hereinafter collectively referred to as the “PARTIES”

1. SELLER DECLARATION OF SELLING

WHEREAS, the Seller with full corporate authority and responsibility certifies, represents,
warrants and make an irrevocable firm commitment that he will fulfill the requirements of
this agreement and sell and provide the commodity, herein mentioned, on time and in the
manner and under the terms specified and agreed upon by the signatures hereafter.
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WHEREAS, the Seller warrants with full responsibility, under penalty of perjury or fraud,
that he is the owner and is in possession or has the authority to sell and deliver the
commodity specified hereinafter, free from any liens or encumbrances having no criminal
or illegal origin.

2. BUYER DECLARATION OF PURCHASING

WHEREAS, the Buyer with full corporate authority and responsibility certifies, represents
warrants and make an irrevocable firm commitment that they will purchase the commodity
herein mentioned in a timely manner, under the terms specified and agreed upon by the
signatures hereafter.

WHEREAS, the Buyer confirms with full responsibility, under penalty of perjury or fraud,
that he is ready, willing and able to purchase the said commodity.

3. SELLER AND BUYER ASSERTION

WHEREAS, The Seller and Buyer, each with full corporate authority, certify, represent and
warrant that each can fulfill the requirements of this agreement and respectively provide
the products and the funds referred to herein, in time and under the terms agreed to
hereafter; and

WHEREAS, The Seller and the Buyer both agree to finalize and execute this SPA under the
terms and conditions hereinafter set forth.

NOW THEREFORE; In consideration of the mutual promises, agreements, terms &

conditions of this agreement, assertions and covenants herein and other good and valuable
considerations, the receipt of which is acknowledged hereby, the parties hereto mutually
and voluntarily agree as follows:

I. OBJECT:

I.1 Whereas the Seller and the Buyer, each with full corporate authority, certifies,
represents and warrants that each can fulfill the requirements of this agreement
and respectively provide the products and the funds referred to herein, on time and
under the terms agreed to hereafter; and

I.2 Whereas both parties hereby acknowledge that the Buyer will purchase from the
Seller the Product referred to in Clause II, and

I.3 Whereas the Seller and the Buyer, both agree to finalize this contract under the
terms and conditions herein; it is therefore agreed as follows.

II. PRODUCT DESCRIPTION:

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II.1 The product under this Contract is described as COPPER CATHODES (The Goods).
II.2 SPECIFICATIONS:

Quality: Electrolytic Copper Cathodes Grade A. Purity (Cu): 99.99 % Maximum, 99.97 %
Minimum, conforming to the LONDON METAL EXCHANGE (LME) specification and BS EN
1978:1998 (Cathode

Grade Designation Cu–CATH–1).

CHEMICAL COMPOSITION (ON DRY BASIS, PERCENTAGE IN WEIGHT)

Cu 99.97% - 99.99% / Rejection below 99.97%
Sulfur (S/ppm) 4 Max. Cobalt (Co/ppm) 0.2 Max.
Iron (Fe/ppm) 2 Max. Arsenic (As/ppm) 0.1 Max.
Silver (Ag/ppm) 10 Max. Bismuth (Bi/ppm) 0.1 Max.
Lead (Pb/ppm) 0.2 Max. Manganese (Mn/ppm) 0.1 Max.
Nickel (Ni/ppm) 0.2 Max. Tellurium (Te/ppm) 0.05 Max.
Selenium (Se/ppm) 0.3 Max. Aluminum (Al/ppm) 0.5 Max.
Antimony (Sb/ppm) 0.1 Max. Magnesium (Mg/ppm) 0.4 Max.
Silica (Si/ppm) 0.3 Max. Zinc Zn/ppm) 0.4 Max.
Oxygen O2 0

II.3 MEASUREMENT:
Length, width and thickness of each sheet shall be equivalent to generally accepted LME,
internationally accepted measurements. The Copper Cathodes surface condition shall be
free of imperfections, defects and excess exposure to outdoor weather.
Dimensions 914 mm x 914 mm x 12 mm (LME Standards)
App 36” X36”X0.5”
Weight of each sheet 125 Kilograms (Approximately ± 1%)
Net weight of each pallet 2,200 Kilograms (Approximately ±1%)
Net weight per container 20.0 Metric Tons (Approximately ± 1%)
Gross weight per container 22.0 Metric Tons (Approximately ± 1%)

III. COUNTRY OF ORIGIN:

Country of Origin: The Democratic Republic of the Congo.

IV. QUANTITY & QUALITY:

IV.1 Quantity: 500MT (+/-5%) as trial & 5,000MT Monthly for 12 Months.

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IV.2 The product object of this contract is Copper Cathodes (Electrolytic Copper Grade
A) LME Standards, None LME-registered, at purity (Cu) of 99.99 %. Rejection below
purity 99.97 %
IV.3 The COPPER CATHODES shall conform to specification in Clause II.2.2.
IV.4 Should the quality of the COPPER CATHODES not confirm to the specification in
Clause II.2.2, the Buyer can either reject the product or render the contract null and
void.

V. PACKING AND MARKINGS:

V.1 Packing: Bundles of bare, unsoiled, non-oxidized COPPER CATHODES and banded by
aluminum bands suitable for long distance transportation and well protected
against scattering, shock and rust. Net weight of each bundle: 2.2 MT +/-1%. No
wooden packaging allowed.
V.2 Seller shall send the COPPER CATHODES packed by the Manufacturer according to
Manufacturer’s specification.
V.3 Each package shall contain the following information: No. of sheets per bundle,
Weight (net). No other markings should be contained on the package.

VI. PROCEDURE & OBLIGATION:

VI.1 Seller produces FCO.

VI.2 Buyer accepts FCO, signs and send to Seller.
VI.3 Seller sends Contract to the Buyer.
VI.4 Buyer signs and send back the contract to the seller.
VI.5 Upon the Buyer signing the contract, the Buyer shall be required to visit the Seller’s
Warehouse and view the commodity physically in Zambia there-after the Buyer
shall deposit 5% of the total value into Seller’s Escrow client account, on
confirmation and receipt of the funds into Seller’s Lawyer client account the Seller
shall move the commodity to the loading port Dar es Salaam and the 95% to be paid
on DLC Bank guarantee through Seller’s financier.
VI.6 Both parties will meet in Dar es Salaam upon arrival of the 500MT in the designated
Warehouse ETG where assay report will be conducted by SGS or CCIC testing
facilities and shall be shared between among both parties within 24hours, therefore
the Buyer will be entitled to release 95% of the total value of 500MT from DLC
instrument.
VI.7 THE SELLER WILL COVER EXPENSES THROUGH HIS AGENT SUCH AS:
• EXPORT CHARGES, THIS INCLUDES CONTAINER DEPOSIT, STUFFING, WHARFAGE, HANDLING AND
PORT CHARGES.
VII. The Commodity shall be shipped out to the Buyer’s final desnnanon Port for final
assay.

VIII. Once the first consignment is completed the seller will then deliver 5,000MT each
month directly to the buyer’s preferred point of delivery.

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VIII.1 Loading port: DAR ES SALAAM PORT.
Destination Point: TBA

IX. PRICE PER METRIC TON AND PRICE ADJUSTMENT:

IX.1 Price per metric ton COPPER CATHODES shall be decided as the average of the
LME Copper Official Prices for 3 working days after CCIC certificate issuing date
less the applicable fixed price at $6,800 Per Ton.
IX.2 For each 0.01 % of Cu below 99.95% until rejection limit, the base price shall be
decreased by $100.00 of the price per metric ton COPPER CATHODES.

X. PAYMENT TERMS:

X.1 40% T/T Deposit after Inspection in the warehouse and 30%TT against
shipping documents and 30%TT at the buyer Destination port after SGS
INSPECTION
DOCUMENTS:
a) Certificate of quality.
b) Certificate of weight.
c) Certificate of Origin issued by the Chamber of Commerce or other authorized
Government entity of the Country of Origin.
d) Forwarder’s Cargo Receipt issued by XXX, showing the consignee as XXX, notify
Buyer.
e) Seller’s commercial invoice.
f) Packing list issued by Seller.
g) Export Permit
h) Seller’s non-criminal origin undertaking.
i) other documents required for the export of the goods.
X.2 Both parties hereby agree that the currency for the payments for the goods under
this Contract shall be United States Dollars (US $).
X.3 The Seller agrees to pay commission as agreed in the IMFPA of the total value to the
Seller’s and Buyer’s Mandates.

XI. WEIGHING, SAMPLING AND ASSAYING DETERMINATION

XI.1 The weighing, sampling and assaying determination shall be carried out by sgs, and
the cost shall be borne by the Buyer. The Seller's representative may, at the
expenses of the Seller, be present at the time of such operation.
XI.2 The certificate of weight and certificate of quality issued by xxx shall be final and
binding for all the parties.

XII. SELLER’S OBLIGATION AND LIABILITY:

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XII.1 The Seller will take care of and bear all the expenses connected with obtaining the
necessary License and all Export documents for the exportation of the goods under
this contract and transport, upon buyer’s payments.
XII.2 Any taxes, tariffs and duties whether existing or new on the goods or on commercial
documents relating thereto or on the cargo itself, imposed in the country of origin
and other African countries shall be paid accordingly.

XIII. FORCE MAJEURE:

Neither party to this Contract shall be held responsible for breach of contract
caused by an act of God, insurrection, civil war, war, military operation, or local
emergency. The parties do hereby accept the international provision of “FORCE
MAJEURE” as published by the International Chamber of Commerce, Geneva,
Switzerland, and as defined by ICC Rules uniform customs and practice.

XIV. DISPUTES AND ARBITRATION:

Both Parties hereto hereby agree that except for the provisions of the Force
Majeure as described under XII. FORCE MAJEURE, any breach of any of the
provisions of this Contract shall be settled amicably between both parties. Failures
to reach an amicable settlement, both Parties hereto hereby agree to submit to
ICC of Singapore for arbitration in accordance with the Rules and the Arbitration
Act 1996, the place of arbitration shall be Singapore. The arbitral award is final and
binding upon both parties. Arbitration fees, survey fees, appraisal fees, attorney
fees, traveling expenses and all other costs doing to the arbitration, shall be borne
by the defaulting party. The present contract shall be governed by the Law of
Singapore.

XV. LANGUAGE:

The language of the Contract and all correspondence, notices and agreements,
shall be English. All documents received by email or other electronic devices shall
be construed as originals, and shall be deemed delivered on the evidenced date of
the email or fax; and shall be referred to as ‘EMAIL COPY”.

XVI. ASSIGNMENT:

This agreement is not assignable and transferable by either party without prior
written permission of the other party.

XVII. NON-CIRCUMVENTION AND NON-DISCLOSURE:

XVII.1 The Buyer and the Seller respect the confidential nature of this agreement and
agree to maintain in strictest confidence the names of the parties whose identities
may become known to one.

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XVII.2 The parties agree to maintain strict confidentiality concerning the identities of the
parties directly or indirectly involved in this transaction. The Buyer and the Seller
accept and agree to the provisions of the International Chamber of Commerce for
Non-Circumvention and Non-Disclosure with regards to the Buyer and the Seller
being involved in this Contract, additions, renewals, and third-party assignments
with full reciprocation.
XVII.3 All data shall remain the property of the party who has brought the respective data
into this transaction.
XVII.4 Any of the parties breaching this rule will be held liable for any damages resulting
from such action, regardless of whether they are committed deliberately or by
negligence.
XVII.5 In the event of breach of the respective rules emitted, the International Chamber
of Commerce in London, United Kingdom will be applied.

XVIII. OTHER CONTRACT CONDITIONS:

Both the Seller and the Buyer acknowledge and agree that the Buyer is not restricted from
conducting business directly or indirectly with any other supplier/entity in the mining
sector in the Democratic Republic of the Congo or any other country, where the Buyer and
any affiliate company can conduct business in purchase/sale of product, equipment and/or
services.

XIX. TERMINATION OF CONTRACT:

The Contract may be terminated as follows:

a) By a written mutual agreement of both parties.
b) By a withdrawal from the Contract on the basis of a breach of the contractual duties by
the other party. The termination of the Contract shall become effective as of the day of
delivery of the written termination to the other party to the Contract.
c) Delivery of the termination by fax or email is accepted.

XX. SELLER’S BANKING COORDINATES

Note: Seller has the right to change his bank account details if need be. He must,
prior to any change, notify in written the Buyer in advance.
BANK NAME FIRST NATIONAL BANK
BANK ADDRESS ACACIA PARK MALL LUSAKA
BRANCH COMMERCIAL BRANCH
ACCOUNT NAME FRANK TEMBO AND PARTNERS
ACCOUNT NO 62566726348 USD CURRENT
SWIFT CODE FIRNZMLX
Sort Code 260001

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XXI. BUYER’S BANKING COORDINATES

Note: Buyer has the right to change his bank account details if need be. He must, prior to
any change, notify in written the Seller in advance.

BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NO
SWIFT CODE

XXII. ELECTORNIC DOCUMENT TRANSMISSION

EDT (Electronic Document Transmissions) shall be deemed valid and enforceable in respect
of any provisions of this Contract. As applicable, this agreement shall be: -Incorporate U.S.
Public Law 106229, ‘‘Electronic Signatures in Global and National Commerce Act’’ or such
other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures
(2001) and ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000)
adopted by the United Nations Centre for Trade Facilitation and Electronic Business
(UN/CEFACT). EDT documents shall be subject to European Community Directive No.
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 respecting their obligations and duties under EDT instruments.

XXIII. ENTRIE AGREEMENT:

This contract constitutes the entire agreement between the parties and supersedes all
representations and prior agreements (both oral and written) in connection with the
matters which are the subject of this contract. Each party acknowledges and represents
that it has not relied on or been induced to enter into this contract by any representation,
warranty or undertaking other than those expressly set out in this contract. A party is not
liable to the other party for a representation, warranty or undertaking of whatsoever
nature that is not expressly set out in this contract.
IN WITNESS WHEREOF the parties have executed this document as of the respective dates
specified below with effect from the Effective Date specified on the first page of this
document.

SELLER
Mr. Chinga Musonda
Managing Director
DATE: 5th Aug, 2024
SIGNATURE & SEAL.

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BUYER
COMPANY NAME:
REPRESENTATIVE:
DATE: 5th Aug, 2024
SIGNATURE & SEAL.

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SELLER’S COMPANY CERTIFICATE:

CF45
(Regulation 46)
Companies Registration No. 120220034264
Serial No. 1224370

Republic Of Zambia
The Companies Act, 2017
(Act No. 10 of 2017)
The Companies (Prescribed Forms) Regulations, 2018
(Section 14)

CERTIFICATE OF INCORPORATION
PRIVATE COMPANY LIMITED BY SHARES

This is to certify that SALIMBO MINING INVESTMENTS LIMITED is on and from the
8th day of June 2022 incorporated as a PRIVATE COMPANY LIMITED BY SHARES.

Given under my hand and seal at Lusaka, Zambia, this 8th day of June 2022.

LAMECK MWENYA
Deputy Registrar of Companies

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For further details relating to this business visit

http://www.pacra.org.zm

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 General Tax Clearance Certificate
TPIN: 2251637855 Jurisdiction: LSTO - Mining

Taxpayer Name: SALIMBO MINING INVESTMENTS LIMITED

Physical Address: PLOT NO. 21A GREAT EAST ROAD
CHELSTONE Lusaka

Province: LUSAKA PROVINCE Date: 11/04/2024

Email: PULES12@HOTMAIL.COM Certificate Number: 2435480489

Contact Number: 0972697430

Dear Sir/Madam

RE: TAX CLEARANCE CERTIFICATE FOR SALIMBO MINING INVESTMENTS LIMITED - SECTION 81B

This is to certify that SALIMBO MINING INVESTMENTS LIMITED trading as SALIMBO MINING INVESTMENTS LIMITED
with TPIN 2251637855 is duly registered for tax purposes.

In addition, this tax clearance certificate has been issued to SALIMBO MINING INVESTMENTS LIMITED trading as
SALIMBO MINING INVESTMENTS LIMITED pursuant to section 81 B of the Income Tax Act (CAP 323).

This certificate is valid up to 31/12/2024.

Accordingly, in terms of section 81 B of the Income Tax Act, for the duration of this certificate, the above named is free to
conduct business in line with the trading license held.

Please note that any established act of non-compliance with the provisions of the Income Tax Act shall invalidate this
Certificate.

You are advised to always scan the QR code to verify the validity of this Tax Clearance Certificate especially when
submitted on a date different from the print date.

Yours Faithfully,

JOSEPH NONDE
Commissioner Domestic Taxes
Zambia Revenue Authority
NOTE: This notice has been issued for and on behalf of the Commissioner General

Zambia Revenue Authority Domestic Taxes Division

Enquiries Email: advice@zra.org.zm Website: www.zra.org.zm
ZRA National Call Center: 4111

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SELLER’S PASSPORT COPY:

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BUYER’S COMPANY CERTIFICATE

BUYER’S PASSPORT COPY:

BUYER’S COMPANY DOCUMENTS:

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 END OF SALE PURCHASE AGREEMENT

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