ZESCO LIMITED

- and -

OGANDE MINING AND PROJECTS LIMITED

__________________________________________

WHEELING AGREEMENT
__________________________________________

JULY 2025

This information has been classified ZESCO Confidential External.

 TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION ........................................................ 6

2. EFFECTIVE DATE AND TERM OF AGREEMENT .......................................... 10

3. OBLIGATION TO WHEEL POWER ............................................................. 11

4. COMMENCEMENT OF WHEELING ............................................................. 12

5. AVAILABILITY AND SCHEDULING ............................................................ 13

6. RECONCILIATION ................................................................................... 14

7. WHEELING TARIFF & CHARGES ............................................................... 14

8. INVOICING AND ARRANGEMENTS FOR PAYMENTS ................................... 15

9. ADJUSTMENT OF THE WHEELING CHARGE .............................................. 16

10. REPRESENTATIONS AND WARRANTIES ................................................... 17

11. DAMAGES ............................................................................................... 17

12. FORCE MAJEURE .................................................................................... 18

13. DISPUTES .............................................................................................. 23

14. ARBITRATION PROCEDURES ................................................................... 24

15. TERMINATION ........................................................................................ 25

16. ASSIGNMENT ......................................................................................... 26

17. SUCCESSORS AND ASSIGNS .................................................................... 27

18. NOTICES ................................................................................................ 27

19. AMENDMENTS ........................................................................................ 28

20. ENTIRE AGREEMENT ............................................................................... 28

21. APPLICABLE LAW .................................................................................... 29

22. COUNTERPARTS ..................................................................................... 29

23. WAIVER ................................................................................................. 29

24. PARTIAL INVALIDITY .............................................................................. 29

This information has been classified ZESCO Confidential External.

 25. FURTHER ASSURANCE ............................................................................ 30

26. LANGUAGE ............................................................................................. 30

27. CONFIDENTIALITY .................................................................................. 30

28. ANTI-BRIBERY AND CORRUPTION ........................................................... 31

This information has been classified ZESCO Confidential External.

 THIS AGREEMENT is made on the 25th day of July 2025

BETWEEN

(1) ZESCO Limited a company incorporated under the Companies Act No. 10 of
2017 of the Laws of Zambia in the Republic of Zambia (Company Registration
Number 119880017475) and having its registered office at Stand Number 6949,
Great East Road, P O Box 33304, Lusaka 10101, Zambia (hereinafter called
“ZESCO” which expression shall include the successors and assignees of
ZESCO) of the one part;

AND

(2) OGANDE MINING AND PROJECTS Limited, a company incorporated under

the Companies Act No.10 of 2017 of the Laws of Zambia in the republic of
Zambia with its registered address as 336 Poinsettia Avenue, Avondale Lusaka
10101, Zambia, and having registration number LCO 120251023822 (hereinafter
called “OGANDE”),

each a "Party" and together the "Parties".

WHEREAS

(A) ZESCO is in the business of generating, transmitting, distributing supplying,

importing and exporting electricity in the Republic of Zambia and the SADC
region. ZESCO is a member of the Southern African Power Pool (SAPP);

(B) OGANDE is an independent power producer whose mission is to generate, trade

and supply renewable electricity

(C) OGANDE shall contract the sale of its power to (i) Energy Trader(s) for domestic
sales, (ii) Energy Trader(s) for Firm Bilateral Export transactions, and (iii) to
Market Participant member(s) of the SAPP for export sales.

(D) OGANDE requires the use of the ZESCO Transmission Network in order to
transmit power from the Entry Point to the Delivery Point;

4
This information has been classified ZESCO Confidential External.
 (E) ZESCO and OGANDE wish to enter into a wheeling agreement for the use of
ZESCO’s Transmission Network. Where relevant, the Parties shall also conduct
the arrangements contemplated under this Agreement in accordance with the
principles, procedures and rules governing the Zambian Open Access
Framework and the SAPP Rules, as more specifically set out in Clause 3.1(C);
and

(F) Both Parties recognize that the Energy Regulation Board (ERB) of Zambia was
established pursuant to the relevant laws of Zambia to regulate the operations
and performance of holders of licenses to generate, transmit, distribute, supply
import and export electricity.

5
This information has been classified ZESCO Confidential External.
 NOW THEREFORE the Parties hereby agree as follows:

1. DEFINITIONS AND INTERPRETATION

a) Definitions

In this Agreement, unless the context otherwise requires, the words, phrases
and expressions set out below shall have the meanings hereinafter ascribed
to them:

"Affiliate" means in respect to any entity, any other entity that controls, is
controlled by or is under common control with such entity.

"Agreement" means this wheeling agreement between the Parties.

"Available Capacity" means in any Month, the maximum capacity required

to be wheeled in the ZESCO Transmission Network on behalf of OGANDE in
accordance with Clause 5.1, and which shall not exceed a total of 50MWac
at point of connection all hours of the day.

"Business Day" means a day (other than Saturday or Sunday) on which

banks are open for general business in Zambia.

"Confidential Information" means all information relating to either Party's

business, customers or financial or other affairs which is not publicly known
including:

(a) information relating to future projects, business developments or

planning; and

(b) information disclosed or delivered by a Party to the arbitrator under

Clause 14 or to any other Party in order to resolve any dispute.

"Day" means a calendar day beginning at 00:00 hours and ending at

24:00hours.

6
This information has been classified ZESCO Confidential External.
 "Delivery Point" means: the customer point of delivery is at various
Substation.

"Dispute" has the meaning given to that term in Clause 13.

"Effective Date " has the meaning given to that term In clause 2.1

“Energy Trader” means a legal entity licenced to buy energy from

generators for sale to customers as a commercial activity.

"Entry Point" means (i) OGANDE Substation in Zambia on the XXkV voltage
level, and (ii) any other point as the Parties may agree in writing from time
to time.

“Firm Bilateral Exports” means electrical energy which is sold by . to an

Energy Trader for onwards sale to customers outside of Zambia and with
which such Energy Trader has entered into power purchase agreements.

"Force Majeure" and "Force Majeure Event" have the meaning, given to
such terms in Clause 12.

"Government Authority" means any agency, authority, inspectorate,

public or statutory person (whether autonomous or not) or court of
competent jurisdiction of the Republic of Zambia.

"Insolvency Event" means the winding-up of a Party in accordance with

the Corporate Insolvency Act No. 9 of 2017.

OGANDE Substation” means the new dedicated substation built and owned
by ZESCO located in Central Province, Zambia;

“Law” means any applicable law, statute, proclamation, by-law, directive,

decision, regulation, order, notice, rule of court or delegated or subordinated
legislation and any applicable request or requirement with which a Party is
legally required to comply;

7
This information has been classified ZESCO Confidential External.
 "Manifest Error" means an error that is obvious and indisputable, that
warrants reversal on appeal.

"Month" means a calendar month according to the Gregorian calendar.

“Open Access Framework” means the open access regulations enacted in

Zambia pursuant to the Electricity (Open Access) Regulations 2024 and any
ancillary market rules and regulations published pursuant to that act.

“Power System” means the network of electrical power transmission lines,

substations, generation stations and associated components which is owned
and operated by a Party and is used to transmit, distribute and supply, or
transfer electrical power.

“Secured Overnight Financing Rate (SOFR)” means the secured

interbank overnight interest rate as published at approximately 8:00 a.m.
New York time on the next Business Day by the US Federal Reserve Bank of
New York or any other rate that may be agreed by the Parties.

"Scheduled Capacity" means the amount of transmission capacity

requested by OGANDE and scheduled by ZESCO for the next Day in
accordance with Clause 5.

"Scheduled Energy" means the electrical energy derived from the

Scheduled Capacity in any given period.

"Term" means the term prescribed in Clause 2.2 of this Agreement.

“Wheeling” means the transmission of electrical energy by ZESCO through

the ZESCO Transmission Network.

“Wheeling Charge” means the amount payable by OGANDE for use of the
ZESCO Transmission Network in respect of Wheeling electrical energy for
Firm Bilateral Exports only pursuant to Clause 7;

8
This information has been classified ZESCO Confidential External.
 "Year" means a year commencing on the Effective Date or any anniversary
of the Effective Date.

“ZESCO Transmission Network” means the Power System owned,

maintained and operated by ZESCO.

b) Interpretation

(a) Words referring to persons or parties shall include firms and

corporations and all references to persons or parties shall include their
permitted successors and assigns.

(b) The calculation and payment of all sums and amounts under this
Agreement shall be in United States Dollars (US$).

(c) Reference to law, rule or regulation shall be construed as a reference

to such law, rule or regulation as amended, modified, re-enacted, re-
stated or re-designated from time to time.

(d) References to "Clauses" are to clauses of this Agreement and

references to "Schedules" are to schedules to this Agreement.

(e) A reference to "writing" includes any methods of representing words

in a legible form or other writing in non-transitory form, including by
way of electronic mail.

(f) The headings and any marginal notes in this Agreement shall not be
deemed part of or be taken into consideration in the interpretation or
construction of this Agreement and are included for ease of reference
only.

(g) Words not otherwise defined that have well-known and generally
accepted technical or trade meanings are used in this Agreement in
accordance with such recognised meanings.

9
This information has been classified ZESCO Confidential External.
 (h) Words denoting the singular shall include the plural and vice versa and
words denoting any gender shall include all genders.

(i) A reference to any statute, statutory instrument, regulation, by law or

other requirement of Zambian law and to any Zambian legal term for
any action, remedy, method of judicial proceeding, legal document,
legal status, procedure, court, official or any legal concept or doctrine
or other expression shall in respect of any jurisdiction other than
Zambia be deemed to include that which most nearly approximates in
that jurisdiction to the Zambian term.

(j) Reference to specific time for the performance of an obligation is a

reference to that time in the place where that obligation is due to be
performed.

(k) Reference to the words "include", "includes" or "including" are to

be construed without limitation.

(l) Reference to "in the agreed form" (or cognizant expression) means
in the form agreed by ZESCO and OGANDE and initialled by them for
identification purposes.

2. EFFECTIVE DATE AND TERM OF AGREEMENT

2.1 Effective Date

The Parties agree that that date this Agreement is signed by both Parties shall
be the Effective Date.

2.2 Term

This Agreement shall expire 30 years from the Effective Date, unless terminated
earlier in accordance with Clause 15 (Termination) or extended by mutual
agreement in accordance with the provisions of this Agreement.

10
This information has been classified ZESCO Confidential External.
 3. OBLIGATION TO WHEEL POWER

3.1 Wheeling

a) ZESCO shall make available on the terms specified in this

Agreement available transmission capacity on its network for
OGANDE’s use for purposes of Wheeling, including Wheeling for
domestic use, SAPP market transactions and Firm Bilateral Exports.

b) In addition to the provisions of this agreement:

a. the Open Access Framework shall apply to domestic

Wheeling (excluding any fees or charges set out in the
Open Access Framework, which shall not be payable by
......................); and

b. the SAPP market rules shall apply to energy that is

purchased and/or sold through the SAPP market trading
platform.

c) For the avoidance of doubt,

a. Firm Bilateral Exports shall be governed by this

agreement only; and

b. Notwithstanding any wheeling rates in the Open Access

Framework, only Firm Bilateral Exports shall be charged
the Wheeling Charge indicated in Clause 7.

d) It shall be the sole responsibility of OGANDE to make available the

electrical energy to be transmitted by ZESCO.

e) If required, ZESCO shall inform the Energy Traders, or their or

OGANDE’s customers, of its position as the wheeling agent for
OGANDE, with the obligation to transport the power from the Entry
Points to the Delivery Points as defined in this agreement.

11
This information has been classified ZESCO Confidential External.
 3.2 Wheeling Curtailment

3.2.1 Without detracting from its obligations or its rights herein, in the event that
ZESCO’s available transmission capacity is insufficient to meet its other
commitments or to make available such capacity to its own customers at any
time, ZESCO shall reduce or suspend available transmission capacity as per
SAPP guidelines (last transaction by date of commencement is first to be
reduced or suspended), PROVIDED THAT ZESCO shall notify the other Party:

a) in writing, within fifteen days of the unplanned reduction or

suspension; and

b) within fourteen (14) days for planned works.

3.2.2 ZESCO may suspend Wheeling without prior notice in the case of an emergency
and within one (1) hour notify OGANDE by any means of communication which
shall be followed in writing within 24 hours but not later than three (3) days.

3.2.3 Where there is a curtailment of Wheeling as provided in this Clause 3.2,

OGANDE shall be responsible for communicating such curtailment to third
parties affected by the curtailment.

3.2.4 Communication under this Clause 3.2 shall be directed to the OGANDE’s
operational contacts and as provided in Appendix 1.

4. COMMENCEMENT OF WHEELING

4.1 At least five (5) Business Days prior to the date when ZESCO is requested to
provide Wheeling, OGANDE shall send a formal request in writing stating the
commencement date and the transmission capacity being requested. The Party
requesting the Wheeling shall then proceed to schedule in accordance with
Clause 5.

4.2 For the avoidance of doubt, in the absence of a formal request as contemplated
in this clause 4.1, no liability to schedule Wheeling, provide Scheduled Capacity
or pay for Wheeling shall arise in terms of this Agreement.

12
This information has been classified ZESCO Confidential External.
 5. AVAILABILITY AND SCHEDULING

5.1 Wheeling

(a) The Parties shall schedule Wheeling capacity in accordance with the
following:

i. OGANDE shall request its Scheduled Capacity from ZESCO

through a system of daily requests and confirmations. The
wheeling of Energy by ZESCO shall be scheduled on a day-ahead
basis for each hour of the following day, or on a Friday for a
weekend or on the last working day before a public holiday.

(a) by no later than 09h00 on any Business Day ("Day n-1"),

OGANDE shall send a request to ZESCO with the hourly schedule
of the Scheduled Capacity to be provided the next day ("Day n")
starting at hour 00h00 and ending at 24h00, provided that the
Scheduled Capacity requested shall not exceed the Available
Capacity. In this request, OGANDE shall specify the applicable
Delivery Point(s) such that ZESCO can identify the volume of
Scheduled Energy to be delivered domestically and
internationally (including for Firm Bilateral Exports and SAPP
Market transactions).

ii. ZESCO shall, by no later than 14h00 on the Business Day “Day
n-1” send a confirmation whether it is able to provide the
requested Scheduled Capacity and if not, the maximum amount
of wheeling capacity that it is able to provide whereupon such
amounts shall be deemed to be "Scheduled Capacity" and
derived “Scheduled Energy” for the purposes of reconciliation,
as set out in Clause 6.

13
This information has been classified ZESCO Confidential External.
 6. RECONCILIATION

6.1 The Parties acknowledge that the hourly scheduled capacity shall be used for
invoicing and reconciliation, and all confirmed Scheduled Energy shall be
deemed to have been transmitted unless curtailed according to clause 3.2.

6.2 The Wheeling energy, in respect of the use of the ZESCO Transmission
Network, shall be calculated by reference to the total OGANDE Scheduled
Energy for the relevant Month.

6.3 The Parties acknowledge that ZESCO and OGANDE and shall carry out a
reconciliation to calculate the difference between Scheduled Energy and the
amount of energy that actually flows at the delivery points, as applicable.

7. WHEELING CHARGES

The Wheeling Charge payable by OGANDE in respect of any month shall be

denominated in United States Dollars (US$) and calculated as follows:

a) Scheduled Energy (in kWh) for Local Bilateral trades only multiplied by XXX
USc/kWh (‘Wheeling Tariff’); plus

b) A Losses Charge of XXX US cents per kilowatt-hour ( XXX S¢/kWh or XXX

US$/kWh), also applied to the Scheduled Energy.

c) Formula:

Wheeling Charge (US$) = Scheduled Energy (kWh) × (XXX + XXX)

US$/kWh

d) = Scheduled Energy (kWh) × XXX US$/kWh

e) any applicable taxes and levies (in each case, in an amount and to the extent
properly payable pursuant to applicable law).

14
This information has been classified ZESCO Confidential External.
 8. INVOICING AND ARRANGEMENTS FOR PAYMENTS

8.1 Within ten (10) days following the end of each respective Month, ZESCO shall
prepare and deliver an invoice to OG in respect of the Wheeling Charge pursuant
to Clause 7 of this Agreement for the respective Month. OGANDE undertake to
pay any invoice prepared in accordance with the provisions of this Agreement
and delivered to it in accordance with the provisions of this Clause 8.1 hereof,
within thirty (30) days following the date of invoice thereof.

The Wheeling Charge shall be payable to:

Account Name : ZESCO Limited

Bank Name Standard Chartered Bank

Branch : Lusaka Main Branch

Account Number : 8700211454200

SWIFT Code : SCBLZMLX

or such other account as may from to time be advised to ...................... by

ZESCO in accordance with Clause 18.

8.2 ZESCO shall provide OGANDE with such further information or particulars as they
may reasonably request in order to substantiate an invoice delivered by ZESCO
pursuant to this Agreement, but no such request shall prejudice or delay payment
of the amount due in respect of such invoice. Save as provided in clause 6.6, if
within 21 days of receipt by OGANDE of an invoice submitted pursuant to this
clause 8, OGANDE does not question or dispute the invoice, it shall be considered
correct, complete and conclusive between the Parties, except for Manifest Error.
If any item or any part of an item shown on an invoice rendered by ZESCO is
disputed or subject to question by OGANDE the payment of the invoice shall not
be withheld on those grounds. Where OGANDE does not agree with the
calculation set out in an invoice, the Parties shall resolve such dispute in
accordance with clause 14.

15
This information has been classified ZESCO Confidential External.
 8.3 In the event that OGANDE fails to pay the Wheeling Charge in accordance with
the terms of this Agreement and has no amounts equivalent to the outstanding
balance as prescribed by clause 8.2 herein above, OGANDE shall pay interest on
the unpaid balance at the annual rate SOFR plus-six per cent (6%), which
interest shall accrue from day-to-day from the time when payment was due until
the amount due is actually received by ZESCO.

8.4 Subject to clause 12, if the duration of a delay in payment of the Wheeling Charge
payable by a Party under this Agreement (excluding any amounts which are
subject to arbitration pursuant to Clause 14) ("Payment Default") exceeds
twenty one (21) days, ZESCO shall have the right to suspend Wheeling to
OGANDE by giving seven (7) days' prior written notice of its intention to suspend
Wheeling if, at the expiry of such notice, the Payment Default persists.

9. ADJUSTMENT OF THE WHEELING TARIFF

9.1 Indexation

a) The term "Indexation" shall mean, on the relevant Indexation Date, the
application of the following formula to the component, X (Wheeling
Tariff), that is to be indexed:

(𝑷𝑷𝑰𝒊 −𝑷𝑷𝑰𝒊−𝟏 )
𝑿𝒊 = 𝑿𝒊−𝟏 ∗ (𝟏 + 𝑷𝑷𝑰𝒊−𝟏
)

Where:

Xi= The Effective Tariff in year i

Xi-1= The Effective tariff in year i-1

PPI(i), (i- The US Producer Price Index (Series ID: WPUFD4131)

1)= for the month three (3) months prior to the beginning of
the year (i) and (i-1) respectively
i= the year in which the Indexation Date occurs.

16
This information has been classified ZESCO Confidential External.
 b) For the purposes of this Clause 9, the first "Indexation Date" shall occur
12 months after the Effective Date.

c) Following Indexation, the value of the component which has been indexed
shall be equal to Xi until the date on which the component is next Indexed.

10. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that:

a) it is a company duly incorporated under the laws of the jurisdiction of its

incorporation referred to in this Agreement, validly existing and in material
compliance with all laws;

b) it has the power and authority to execute and perform this Agreement;

c) all necessary legislative, administrative and corporate actions have been taken
to authorise its execution and performance of this Agreement;

d) its execution and performance of this Agreement will not give rise to any breach
of, or default under, its constitutional documents, Law or any agreement
binding on it;

e) this Agreement constitutes its legal, valid and binding obligation, enforceable
in accordance with its terms; and

f) it is not subject to any insolvency or similar proceedings.

11. DAMAGES

11.1. Nothing in this Agreement shall limit or exclude a Party's liability:

i) for death or personal injury arising out of negligence;

ii) for fraud, fraudulent misrepresentation, criminal acts or the tort of deceit;

iii) for wilful default; or

17
This information has been classified ZESCO Confidential External.
 iv) to the extent that limitation or exclusion is not permitted by applicable
law.

11.2. In the event of a breach by either Party of the terms and conditions of this
Agreement, the non-breaching Party shall be entitled to submit a claim for
damages to Arbitration in accordance with Clause 14 of this Agreement. The
claim for damages shall be limited to all reasonably foreseeable damages
arising as a direct result of such breach but shall not include any claim for
lost profits or other consequential damages resulting therefrom.

11.3. Nothing contained in this Agreement shall entitle a Party to claim or receive
an award of punitive damages as a result of ensuing breach.

11.4. OGANDE's liability for any breach or series of related breaches of this
Agreement which occur in any one (1) Year shall not exceed US$ 100,000
such that if any such breach or series of related breaches are committed
over a period exceeding one Year from the date on which such breach or
related breaches were first committed OGANDE's limit of liability in respect
of each Year in which such breach or related breaches are committed shall
be US$ 100,000 per Year.

11.5. ZESCO's liability for any breach or series of related breaches of this
Agreement which occur in any one Year shall not exceed US$ 100,000 such
that if any such breach or series of related breaches are committed over a
period exceeding one Year from the date on which such breach or related
breaches were first committed ZESCO's limit of liability in respect of each
Year in which such breach or related breaches are committed shall be US$
100,000 per Year.

12. FORCE MAJEURE

12.1. FORCE MAJEURE IN THIS AGREEMENT MEANS:

12.1.1. Any event affecting the ability of a party lawfully to perform its
obligations under the agreement and a force majeure event shall mean an

18
This information has been classified ZESCO Confidential External.
 event, condition or circumstance, or combination of events or
circumstances occurring after the Effective Date which is beyond the
reasonable control, or arise without the fault or negligence, of the party
claiming to be affected by any such event, condition or circumstance
which, despite all reasonable efforts to prevent or mitigate its effects,
adversely affects the performance by such party of its obligations under
this agreement.

12.1.2. A Force Majeure Event shall include any of the following:

a) a Political Force Majeure Event

b) any strike, work to rule, go-slow or lockout or other labour

disturbance or industrial action which is widespread or nationwide;

c) explosions, fires, blowouts or chemical contamination, other than

resulting from an act of war;

d) ‘Natural Force Majeure’;

e) nuclear explosion, radioactive contamination and ionising radiation;

f) Change in Law

Where:

(i) ‘Political Force Majeure Event’ means any event or circumstance arising
from an action or inaction of -any Government authority occurring after
the Effective Date which affects the Parties including (without limitation)
each of the following events and circumstances:

a) act of war (whether declared or undeclared), blockade, revolution,

insurrection, invasion, hostilities, sabotage, civil commotion, armed
conflict or act of terrorism directly involving the Republic of Zambia,
or that occur within the Republic of Zambia;

19
This information has been classified ZESCO Confidential External.
 b) an act of piracy;
c) expropriation, nationalisation, confiscation or other similar acts of a
Governmental Authority, affecting a Party or its affiliates.
d) Any permit or license required for the carrying out of business ceases
to remain in full force and effect and is not renewed upon application
by a Party.
e) Any act or failure by a Government Authority that impairs the
performance or enjoyment of rights under this Agreement (other
than, in each case, a legal proportionate response to a breach of law
by a Party).

(ii) Change in Law means:

(a) the coming into effect of any Law that is not in effect at
the Effective Date.

(b) the modification, repeal or replacement of any Law after

the date of this Agreement.

the result of which affects this Agreement (including the overall

balance of benefits, costs, rewards, rights, obligations and risks,
and/or situations in which the provisions of this Agreement become
inconsistent with any applicable Law and/or where any word or
expression defined in this Agreement by reference to its meaning in
any Law ceases to have a defined meaning in such Law), the Parties
shall meet to negotiate in good faith (both acting reasonably) such
amendments to this Agreement as are necessary to achieve, so far as
possible the same overall balance of benefits, costs, rewards, rights,
obligations, liabilities and risks as applied immediately prior to the
relevant Change in Law.

Neither party shall be liable to the other for a failure to perform any
obligation under this agreement which becomes prohibited or
impossible to perform by reason of a Change in Law.

20
This information has been classified ZESCO Confidential External.
 (iii) Natural Force Majeure’ means fire, lightning, storm, hurricane,
earthquake, tsunami, typhoon, tornado, flood, drought, explosion,
epidemic or plague or other adverse weather conditions or disease.

12.2. NOTIFICATION, MITIGATION AND CONSEQUENCES

12.2.1 If any Party (the “Affected Party”) is prevented, hindered, or delayed

in its performance of any of its obligations pursuant to this Agreement
by a Force Majeure Event, the Affected Party shall be excused from
the performance of such obligations (other than an obligation to pay
money as and when due) during the existence of such event and shall
not be responsible for any Losses suffered by the other Party as a
result of such suspended performance and any performance deadline
that the Affected Party is obliged to meet under this Agreement shall
be extended day-for-day so long as the Force Majeure Event continues
(but only to the extent that such failure or delay would not have been
experienced by the Affected Party had the Force Majeure Event not
occurred).

12.2.2 The Term shall be extended day-for-day for each day of the duration
of a Force Majeure Event.

12.2.3 The Affected Party shall as soon as reasonably practicable after a Force
Majeure has occurred (but in any event no later than ten (10) days
after it has occurred) give Notice to the other Party of the Force
Majeure Event and shall keep the other Party informed of subsequent
developments in such circumstances as they occur. The notification
shall include details of the Force Majeure Event, including evidence of
its effect on the obligations of the Affected Party and any action taken
or proposed to mitigate its effect. The Affected Party shall continue
to take any actions within its power to comply with this Agreement,
provided, however, that neither Party shall be obligated to resolve any
disagreement with third persons, including labour disputes, except
under conditions acceptable to it or pursuant to the final decision of

21
This information has been classified ZESCO Confidential External.
 any arbitral, judicial or statutory agency having jurisdiction to resolve
such disagreement.

The Affected party shall within ten (10) days give notice of the cessation
of the event of Force Majeure.

12.2.4 In respect of a Force Majeure Event that is not a Political Force Majeure
Event the following shall apply:

a) as soon as practicable following receipt of the Notice in clause 12.2.3,

the Parties shall consult with each other in good faith and use all
reasonable endeavours to agree appropriate terms to mitigate the
effects of the Force Majeure Event and facilitate the continued
performance of this Agreement;

b) if such Force Majeure Event continues for longer than three (3)
months from the date of the Notice referred to in clause 12.2.3, and
the Affected Party determines that it will be unable (within six (6)
months of the occurrence of the said Force Majeure Event) to comply
with any of its obligations, then the Parties shall discuss whether to
terminate this Agreement and if the Parties fail to reach a mutually
satisfactory solution, within thirty (30) days of the commencement of
such discussion, either Party may issue a Notice of termination under
this Agreement.

12.2.5 In respect of a Force Majeure Event that is a Political Force Majeure

Event and without affecting the rights and remedies of a Party under
this Agreement the following shall apply:

a) as soon as practicable following receipt of the Notice in clause

12.2.3, the Parties shall consult with each other in good faith and
use all reasonable endeavours to agree appropriate terms to

22
This information has been classified ZESCO Confidential External.
 mitigate the effects of the Political Force Majeure Event and
facilitate the continued performance of this Agreement; and

b) if such Political Force Majeure Event continues for longer than three
(3) months from the date of the Notice referred to in clause 12.2.3,
and the affected Party determines that it will be unable within six
(6) months of the occurrence of the said Political Force Majeure
Event to comply with any of its obligations, then the Parties shall
discuss whether to terminate this Agreement and if the Parties fail
to reach a mutually satisfactory solution, within thirty (30) days
of the commencement of such discussion, either Party may
terminate this Agreement.

12.3. Notwithstanding the foregoing, the following events or circumstances shall not
constitute a force majeure event:

a) the failure or inability to make payments under this Agreement except

where there is a dispute, and the paying Party is permitted to withhold
such payment under this Agreement;

b) with respect to a Party, a strike, work to rule, go slow or other labour

disturbance affecting solely the employees or work force of that Party
and/or its Affiliates and/or their respective agents or contractors.

13. DISPUTES

13.1. Any dispute arising out of or in connection with this Agreement, including
any question regarding its existence, validity or termination (the
"Dispute(s)"), shall:

a) in the first instance be referred to the Parties' executive management

(or other senior representatives) who shall discuss and attempt to

23
This information has been classified ZESCO Confidential External.
 resolve the Dispute by good faith negotiations within six (6) weeks of
such referral:

b) and, if the dispute remains unresolved, it shall be referred to the Parties'

chief executive officers (or the appropriate equivalent thereof) who shall
discuss and attempt to resolve the said Dispute by good faith
negotiations within twenty (21) Days of such referral;

13.2. The arbitration proceedings shall be conducted in accordance with the

arbitration procedures as set out in Clause 14 below.

13.3. While a dispute is continuing, both the Parties shall continue to perform
their respective obligations under this Agreement until such dispute has
fully been resolved.

14. ARBITRATION PROCEDURES

14.1. The Parties shall make every effort to resolve amicably by direct informal
negotiations, any disagreements or dispute arising between them under or
in connection with the Agreement

14.2. If after twenty-eight (28) days, the Parties have failed to resolve their
disagreement or dispute by such mutual consultation, then either Party may
give notice to the other Party of its intention to commence arbitration, as
hereinafter provided, as to the matter in dispute, and no arbitration in
respect of this matter may be commenced unless such notice is given. Any
dispute or disagreement shall be finally settled by arbitration administered
by the Lusaka International Arbitration Centre (LIAC) in accordance with
the LIAC Arbitration Rules. The decision of the Arbitrator shall be final and
binding on the Parties. The Parties shall jointly appoint an Arbitrator within
fourteen (14) days of notice requiring them to appoint the Arbitrator. The
seat of arbitration shall be Lusaka, Zambia. The language of arbitration
shall be English.

24
This information has been classified ZESCO Confidential External.
 14.3. Notwithstanding any reference to arbitration herein, the parties shall
continue to perform their respective obligations under the Agreement
unless their otherwise agree.

14.4. Unless otherwise agreed or provided, each party will bear its own costs of
any Arbitration procedure subject to the order for arbitrary costs in the
arbitration award.

14.5. All proceedings held by the Parties for the purpose of resolving disputes
shall be held in private, except as permitted or required by under any other
provision of this Agreement and shall not be open to third Parties.

15. TERMINATION

15.1. Either Party may terminate this Agreement:

a) if the other Party assigns this Agreement except as permitted by this

Agreement; or

b) in the event of a persistent material or breach of the terms and

conditions hereof by the other Party, which breach is not cured within
[ninety (90) days] of notice of such breach having been delivered by the
non-defaulting Party to the defaulting Party; or

c) if the other Party commits any breach of the provisions of Clause 28; or

d) if the other Party cites a Force Majeure Event as the cause of its failure
to make available the Scheduled Energy and / or take electrical energy
at the Entry Point and / or make available electrical energy at the
Delivery Point in accordance with this Agreement as provided in Clause
12; or

e) an Insolvency Event occurs in respect of the other Party.

15.2. Any termination of this Agreement shall be without prejudice to accrued

rights and obligations hereunder and, in particular, to any rights to

25
This information has been classified ZESCO Confidential External.
 damages pursuant to clause 15, nor shall it affect any arbitration previously
instigated pursuant to clause 14.

15.3. Neither Party shall have any right to terminate this Agreement except as
provided in Clause 12 and 15.

15.4. Neither Party shall have any right to compensation in the event of or as a
result of termination, except to the extent of any loss arising from any
breach of this Agreement on or prior to termination (and then subject
always to the exceptions and limitations of liability contained in this
Agreement).

16. ASSIGNMENT

This Agreement shall not be assigned (which, for the purposes of this Agreement shall
mean a transfer of rights and/or obligations hereunder) by any Party without the prior
written consent of the other Party. Notwithstanding the foregoing:

16.1. The Parties shall not unreasonably withhold, delay or impose conditions on its
consent to the other Party's assignment of this Agreement to any enterprise
or entity that is its successor with respect to the infrastructure facilities owned
by any Party at the Effective Date;

16.2. The Parties shall not unreasonably withhold, delay or impose conditions on its
consent to any assignment to any person that provides financing to the other
Party for the development, rehabilitation or expansion of infrastructure
facilities referred to in Clause 16.1 above (or any new infrastructure facilities
which may be developed by either Party);

16.3. ZESCO and OGANDE respectively (and each shall procure that any assignee of
its interest herein) shall enter into any agreement reasonably requested by any
such assignee or by ZESCO or by OGANDE in order to acknowledge and
consent to such assignment and to provide for appropriate undertakings to be

26
This information has been classified ZESCO Confidential External.
 given by such assignee to discharge future obligations of the relevant assignor
hereunder;

16.4. Neither Party shall unreasonably withhold its consent to the granting by the
other of any security over this Agreement in favour of any person who has
provided finance to the other for the acquisition of its assets; and

16.5. A refusal of consent by either Party shall be deemed unreasonable for these
purposes if it is not based on a reasonable concern as to the creditworthiness
or technical capability of the proposed inure assignee.

17. SUCCESSORS AND ASSIGNS

This Agreement shall inure to the benefit of and shall be binding upon the Parties
hereto and their respective successors and permitted assigns.

18. NOTICES

Any communication, demand or notice to be given hereunder will be duly given when
delivered in writing or Email to a Party at its address as indicated below.

If to ZESCO, at:

ZESCO Limited
Stand No. 6949
GREAT EAST ROAD
P. O. Box 33304
Email: businessdevelopment@ZESCO.co.zm
LUSAKA
ZAMBIA
Tel No. +260-21-1-362556/55
Attention: Managing Director

27
This information has been classified ZESCO Confidential External.
 If to OGANDE at:

OGANDE MINING AND PROJECTS LIMITED

336 Poinsettia Avenue,

Avondale, Lusaka 10101

. Zambia

Email: ogandepower@outlook.com

TEL. +260 96 326 8409/ +27 73 454 4745

Attention: Chief Executive Officer

Each Party may amend its address by giving the other a notice to that effect
in accordance with this Clause 18.

19. AMENDMENTS

19.1. Any amendments to this Agreement shall be in writing and shall only take
effect after the duly authorised representatives of the parties have
appended their signatures to the prior amendment. For ZESCO, the
amendment will only take effect after the legal advice and approval of the
Attorney General.

20. ENTIRE AGREEMENT

20.1. All of the present agreements and understandings between the Parties are
embodied in this Agreement which supersedes all prior agreement and
understandings, oral or written, between the Parties with respect to the
provision of either Parties transmitting capacity for Wheeling.

20.2. This Agreement expressly excludes any warranty, condition or other

undertaking implied at law or by custom or otherwise arising out of any
other agreement between the Parties or any representation not contained
in a binding written legal agreement entered into by the Parties. Each Party

28
This information has been classified ZESCO Confidential External.
 acknowledges and confirms that it does not enter into this Agreement in
reliance on any warranty, condition, undertaking, agreement or
representation so excluded.

21. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of
Zambia.

22. COUNTERPARTS

This Agreement may be executed in any number of counterparts and by the Parties
hereto on separate counterparts, each of which when so executed and delivered shall
be an original and all the counterparts shall together constitute one and the same
instrument.

23. WAIVER

No delay or forbearance by any Party in exercising any right, power or remedy under
this Agreement shall impair or be construed as a waiver of such right, power or
remedy. Any waiver by one Party of the obligations of another Party under this
Agreement shall be in writing, signed by the Party giving the waiver and shall not
affect obligations of any other Party not specified in such waiver. Any single or partial
exercise of any such right, power or remedy shall not preclude other or further exercise
thereof or the exercise of any other right, power or remedy.

24. PARTIAL INVALIDITY

The illegality, invalidity or unenforceability to any extent of any provision of this

Agreement under the law of any jurisdiction shall affect its legality, validity or
enforceability in such jurisdiction to such extent only and shall not affect its legality,
validity or enforceability under the law of any other jurisdiction, nor the legality,
validity or enforceability of any other provision.

29
This information has been classified ZESCO Confidential External.
 25. FURTHER ASSURANCE

Each Party shall afford to the other Party such co-operation, and shall execute such
documents, at the request and cost of that Party, as shall reasonably be required in
order to give the Party making the request the full benefits of the rights, powers and
obligations under the terms of this Agreement.

26. LANGUAGE

The language which governs the interpretation of this Agreement is the English
language. All notices required to be given by either Party and all other communications
and documentation which are in any way relevant to this Agreement or the
performance or termination of this Agreement, including but not limited to any dispute
resolution proceedings, shall be in the English language.

27. CONFIDENTIALITY

27.1. Neither Party shall:

a) use or disclose to any person any Confidential Information which it has

or acquires; or

b) allow its agents, advisers, directors, employees and contractors to use

or disclose to any person any Confidential Information that such
persons respectively have or acquired.

27.2. Clause a) above does not apply to:

a) disclosure of Confidential Information to any of its agents, advisers,

directors, employers or contractors who require such Confidential
Information in order to carry out their duties;

b) use or disclosure of Confidential Information required to be used or

disclosed by law or to the London or Lusaka Stock Exchanges or
required under the terms of any Agreements entered into with either
Party's lenders or relating to the Southern African Power Pool;

30
This information has been classified ZESCO Confidential External.
 c) disclosure of Confidential Information to professional advisers for the
purpose of advising either Party; or

d) Confidential Information which becomes publicly known other than by

a Party's breach of Clause 27.1.

27.3. The obligation to observe confidentiality shall subsist notwithstanding

completion, termination or expiration of the Agreement.

28. ANTI-BRIBERY AND CORRUPTION

28.1. For the duration of this Agreement, each Party undertakes and warrants
that:

a) it will comply with all laws, rules and regulations or policies relating to
economic sanctions, trade sanctions and/or export controls and the
prevention and combating of bribery, corruption and money laundering
to which the Parties are subject, including the Anti-Corruption Act No. 3
of 2012 of Zambia ("Anti-Corruption and Sanctions Regulations");

b) it has and shall maintain in place from the Effective Date until the end
of the Term its own policies and procedures, including adequate
procedures to ensure compliance with the Anti-Corruption and Sanctions
Regulations and this Clause 28 and will enforce them where appropriate;

c) it shall promptly report to the other Party any request or demand for any
undue financial or other advantage of any kind in connection with the
performance of this Agreement; and

d) neither it, its Affiliates nor their representatives, nor their employees,
agents or subcontractors, shall make any payment or give anything of
value to any official of any government or public international
organization (including any officer or employee of any government
department, agency or instrumentality) to influence his or its decision,
or to gain any other advantage for any Party in connection with the

31
This information has been classified ZESCO Confidential External.
 transaction and/or any other matters contemplated by the terms and
conditions of this Agreement.

28.2. Any breach by a Party of the provisions of this Clause 28 will be a material
breach of this Agreement and shall entitle the other Party to terminate this
Agreement immediately on notice in terms of Clause 15.

29. NO JOINT VENTURE

Nothing in this Agreement shall create nor be construed to create a

Partnership or Joint Venture between the parties hereto save as expressly
provided in this Agreement. Neither Party shall enter into nor have authority
to enter into any engagement or make any representation or warranty on
behalf of or pledge the credit of or otherwise bind or oblige the other party
hereto.

30. TIME OF THE ESSENCE

Time shall be of the essence in this Agreement, both as regards the dates
and periods mentioned and as regards any dates and periods which may be
substituted for them in accordance with this Agreement.

31. PARTIAL INVALIDITY

The illegality, invalidity or unenforceability to any extent of any provision of

this Agreement under the law of any jurisdiction shall affect its legality,
validity, or enforceability in such jurisdiction to such extent only and shall not
affect its legality, validity or enforceability under the law of any other
jurisdiction, nor the legality, validity or enforceability of any other provision.

32. SURVIVAL

The termination or expiration of this Agreement for any reasons shall not
release either Party from any liabilities or obligations set forth in this
Agreement which remain to be performed or by their nature would be
intended to be applicable following any such termination or expiration.

32
This information has been classified ZESCO Confidential External.
 33. PUBLIC AUDIT

The auditor general or any public officer, agent or specialist consultant

authorized by him shall have access to and shall examine all books, records and
other documents relating to the utilization of funds under this Agreement.

34. CORPORATE AUTHORITY AND STANDING

Francis Mande has full power and authority to enter into and perform this
Agreement and this Agreement when executed will constitute a valid and
binding obligation on OGANDE in accordance with its terms.

ZESCO Limited is a company in good standing, duly organized and validly

existing under the laws of Zambia and has full corporate power and legal
authority to carry on business as now being conducted.

35. JOINT VENTURE OR CONSORTIUM

If OGANDE is a joint venture or consortium, all of the parties to the joint venture
or consortium shall be jointly and severally liable to ZESCO for the fulfilment of
the provisions of the Agreement and shall designate one party to act as a leader
with authority to bind the joint venture or consortium. The composition or the
constitution of the joint venture or consortium shall not be altered without the
prior consent of ZESCO.

33
This information has been classified ZESCO Confidential External.
 IN WITNESS whereof the Parties have set their hands and seals the day and year
first before written.

Signed by a duly authorised representative for and on behalf of

ZESCO Limited

Sign _______________________________________

Name: _______________________________________

Designation: __________________________________

Date: __________________________________

in the presence of: (Witness sign and print name)

Sign:________________________________________

Name:___________________________________

Designation:_________________________________

34
This information has been classified ZESCO Confidential External.
 Signed by a duly authorised representative for and on behalf of
OGANDE MINING AND PROJECTS Limited.

Sign: _______________________________________

Name: Francis Mande

Designation: Chief Executive Officer

Date: __________________________________

in the presence of: (Witness sign and print name)

Sign: ________________________________________

Name: Nkosinathi E Sibeko

Designation: Company Secretary.

35
This information has been classified ZESCO Confidential External.