S A LE AND P U R C H ASE C O N T R A C T(SPA)

Contract No.: xxxxxxxxxxxxxxxxxxxxxx

This Sale and Purchase Contract (“Contract”) is made and entered into this day of xx March 2021 by and between:

THE SELLER:

COMPANY NAME:
ADDRESS:
SIGNATORY POSITION:

Hereinafter referred to as “the Seller”

AND

THE BUYER:

COMPANY NAME:
ADDRESS: #
SIGNATORY POSITION:

Hereinafter referred to as “theBuyer”

Or collectively hereinafter referred to as “the Parties”

WHEREAS, the Parties, each with full corporate authority, certify, represent and warrant that each can fulfill the requirements of
this contract and respectively provide the products and the funds referred to herein ,in time and under the terms agreed to here in
after.

WHEREAS, the Seller makes an irrevocable firm commitment to fulfill the requirements of this agreement and provide the
commodity, here In mentioned, on time and in the manner and under the terms specified and agreed upon by the signature here
after.
WHEREAS, the Buyer confirms with full corporate responsibility, under penalty of perjury or fraud, that he is ready, willing and
able to purchase Non-LME Registered Grade-A Electrolytic Copper Cathodes (hereinafter called “Goods”).

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:

1 OBJECTIVE
1.1 The Seller will undertake to sell copper cathodes to the Buyer
1.2 The Buyer here by agrees to purchase the Goods in accordance with the specifications and quality described in this contract
1.3 The term of this Contract shall be for a period of 12 months renewable from the date of signature or until the obligations
of both Parties under this Contract have been fully completed.

2 DELIVERY BASIS AND TERMS

2.1 Shipping Terms: FCA COSCO WAREHOUSE DURBAN ADDRESS Buyer’s Destination with Payment BY MT103 at Sight
against documents listed at 8.6
2.2 COSCO WAREHOUSE 303 WEST ROAD 4091 DURBAN- OVERT
2.3 PORT KwaZulu-Natal –South Africa.
2.4 Packing: Copper shall be on pallets weighing approximately 2.2 metric tons with aluminum straps, loaded in containers
with capacity of approximately 20-22mt per container.
2.5 Partial delivery: NOT Allowed

3 QUANTITY OF GOODS
3.1 The unit of measurement in this contract is a minimum of 300MT trial and maximum of 5,000MT per month.
3.2 The total quantity to be delivered is 60,300 MT of weight.
3.3 The quantity and quality of goods will be confirmed at the Buyer and he will provide an assay report.
3.4 Weight for invoicing purposes shall be established by the actual net weight as per the Certificate of Quality and Quantity
(Q&Q) as issued by SGS, ASI, AHK or any Independent International Metal Inspection, Testing and Analysis Company
(as mutually agreed upon). Weight differences of +/-0.2% shall be allowed against delivery note. In case short, overweight
exceeds +/-0.2% the Seller/Buyer shall compensate Buyer/Seller for the amount.

4 QUALITY OF GOODS
4.1 The product object of this contract is Non-LME registered Electrolytic Copper Cathodes with a Cu purity of 99.99% with
rejection of Cu purity below 99.98%.
4.2 The Cathodes and package will not contain harmful metallic substances such as lead, hexavalent cadmium and mercury.
4.3 The quality of the Goods will be confirmed by a certificate issued by an independent and recognized inspection agency.
4.4 The origin of the Goods will be the Democratic Republic of Congo (DRC).

5 PRICE AND TOTAL AMOUNT OF THE CONTRACT

5.1 The Buyer shall pay the Seller in United States Dollars(‘USD”)
5.2 The price stated herein this contract, is to be valid for the duration of the contract for the delivery of the Sixty Thousand
and Three Hundred MT (+-2%) to be delivered as follows:
* Trial: 300mt
* Monthly delivery of 5000 (Five thousands) MT x 12
* Total Contract : 60,300MT
5.3 Place of delivery :IN DURBAN COSCO BONDED WAREHOUSE 303 WEST ROAD 4091 DURBAN- OVERT
5.4 PORT KwaZulu-Natal –South Africa.
*
5.5 The price of the goods is set for the duration of this agreement at London Metal Exchange (LME) ‘3 Months Average”
minus Gross Sixteen percent (-16%) Net fortenn (14%) to Buyer delivered FCA COSCO WAREHOUSE IN DURBIN
with payment MT103 at Sight against DELIVERY documents, assay Report, etc.. such calculation of price shall be based
on the average LME price from the delivery at Cosco warehouse in DURBAN.
6 DELIVERY AND ACCEPTANCE OF GOODS
6.1 Delivery and acceptance of the goods will be done by Seller and Buyer.
6.2 The quality and quantity of the goods delivered under the present contract is indicated in the Certificate of Quality &
Quantity (Q&Q) and non-radioactivity issued by an Independent International Metal Inspection, Testing and Analysis
Company.
6.3 Payment for the inspection report shall be affected at Buyer’s expense.
6.4 The quality and quantity of the goods stated in the Assay report shall be considered final and binding upon both parties.

7 DELIVERY TERMS AND PARTIES OBLIGATIONS

7.1 The Seller shall deliver the total quantity of the contract of 60,300MT over 12 months
7.2 The Seller shall initiate consignment delivery (i.e. trucks leaving warehouse after payment of all domestic taxes) within
20 days after the issuance of Buyer’s Bank Comfort Letter (“BCL” )

8 PROCEDURE AND PAYMENT TERMS

8.1 The Parties sign and lodge this agreement with their respective bank officers. NCNDA/IMFPA signed by all parties involved in
this contract.
8.2 Buyer provides BCL as POF Company Profile (Corporate Structure, description of corporate structure, auditor’s info, Signatory’s
CIS) as proof it is a viable buyer
8.3 Seller provides proof of product(POP):
a. Video and pictures with Buyer’s name and date
b. Company Incorporation / Registration Document
c. Proof of past performance of successful copper cathode transactions
8.4 Buyer verifies POP and buyer’s bank issues : BCL AS PAYMENT GUARANTEE ( for Trial ) / SBLC ( FOR CONTRACT)
final payment by MT 103, of the invoice to Seller’s Financier payable after inspection at DURBAN COSCO
WAREHOUSE 303 WEST ROAD 4091 DURBAN- OVERTPORT KwaZulu-Natal –South Africa.
8.5 . The NCNDA/IMFPA will be endorsed by the buyer's bank at the same time and send all parties involved in this contract
to Buyer.
8.6 Seller prepares DRC governments documents needed to export cathodes upon receipt of BCL:
a. Certificate of Ownership
b. Certificate of Origin
c. Office Congolese de Control AssayReport
d. Certificate of Verification and Export
e. Transport Certificate
f. Commercial Invoice
g. Packing List

8.7 Seller delivers the Goods to COSCO BONDED WAREHOUSE 303 WEST ROAD 4091 DURBAN- OVERT
8.8 IN Durban at his expense including all document listed at 8.6.
8.9 Buyer or Buyer’s Representative completes product inspection at COSCO warehouse of Durban.
8.10 After SGS inspection ( on buyer’s expense) at COSCO BONDED WAREHOUSE IN DURBIN,, Buyer’s bank sends 100%
(HUNDRED PERCENT ) payment via T/T MT103 within three (3) business days and the commission for all intermediaries,
agents will be paid by the financier
8.11 Seller transfers title of the Goods to the Buyer.

9 DOCUMENTS REQUIRED FOR PAYMENT

9.1 Signed and dated final Commercial Invoice based on the certificate of analysis quantity and quality issued by the
inspection Company.
9.2 Duly signed and stamped packing list.
9.3 Certificate of Quality & Quantity (Q&Q) and non-radioactivity issued by Independent, internationally recognized Metal
Inspection, Testing and Analysis Company; in accordance with article 8.8 of this agreement.
9.4 Certificate of Origin
9.5 Export Certificate
9.6 Certificate of Ownership
9.7 Full Irrevocable Release of Ownership to the Buyer
9.8 Any terms not covered by this SPA shall be covered by INCOTERMS FCA. ( FREE CARRIER)
10 FORCE MAJEURE
10.1 The Parties in this contract will be exonerated from their obligated in case of Force Majeure event.
10.2 Force Majeure is understood as per provisions under ICC 500 and means any event such as fire, explosions, hurricanes,
floods, earthquakes and similar natural calamities, wars, epidemics, military operations, terrorism, riots, revolts, strikes,
industrialunrest,governmentembargoes,orotherunforeseeableactionsoccurringaftertheconclusionofthiscontractand outside
the sides reasonable control and which cannot be avoided by the reasonable diligence that could delay or prevent the
performance of either sides obligations in this contract.
10.3 The party to this contract whose performance of this contract is prevented by a Force Majeure event must notify the other
party within 7 (seven) days of the effective date of occurrence, which notice is to be confirmed by a certificate issued by
the local chamber of commerce and industry, including particulars of the event and expected duration. Failure to submit
such a notification will prevent the parties’ exoneration from contractual obligations.
10.4 The performance of either party’s obligation will be such a case postponed with the period of the existence of the Force
Majeure event plus a reasonable period to remobilizing production and shipping. No penalty shall be payable for the
duration of this delay.
10.5 Should the delay caused by a Force Majeure event last more than 1(one) month the sides will attempt to agree to measures
to allow the contract to continue. Should such an agreement not to Be reach within 30(thirty) days from the date of certified
Force Majeure event, the sides are entitled to terminate the contract.

11 LAW AND ARBITRATION

11.1 The contract is subject to International law; ICC rules are to be observed under existing CIGS guidelines and International
law will supersede over ICC if in conflict.
11.2 The Seller and Buyer will try to settle all disputes amicably. Either party may serve notice on the other requiring any dispute
to be settled within 30 (thirty) days after such notice and, if not settled to refer it to arbitration in accordance with this
contract unless breach of payment occurs by the buyer.
11.3 The arbitration will be heard by one or more arbitrators appointed mutual agreement of the parties and in accordance with
the Rules and the Arbitration Act 1996. The seat of arbitration shall be South Africa. The award shall be accepted by both
“Seller and Buyer”

12 CONTRACT TERMINATION
12.1 Either party may terminate the contract should the other side refuse performance of a substantive contractual obligation,
but excluding refusal caused by a Force Majeure event.
12.2 Notification of termination is to occur within 30 (thirty) calendar days following non-performance of contractual
obligations.
12.3 No termination is permitted should any of the sides excuse their obligations within the stated 30 (thirty) days from the
notification date.

13 JOINT DECLARATION
The Seller and Buyer each declare unto one another that the Copper commodity offered herein for sale, and the origin of
the funds used for purchasing the Cu commodity, do NOT contravene: The Drug Trafficking Offenses Act 1986, The
Criminal Act 1988, The Prevention of Terrorism (Temporary Provisions) Act 1989, The Criminal Justice (International
Co-operation) Act 1990, The Criminal Justice Act 1993, and the Money Laundering Regulations 1993, The Patriot Act,
2001, or any other illegal or criminal activity. And accordingly, each party to this agreement indemnifies each other
against any such allegations, which, may or may not be made in the future.

14 GENERAL PROVISIONS
14.1 Amendments to the present contract shall be valid only if agreed in writing and signed by duly authorized representative
of both sides.
14.2 Correspondence in the course of the ordinary administration of the contract such as but not limited to notification of
anticipated delivery date might be sent by fax, any electronic means or mail. Notices of suspension, termination or to
invokearbitrationshallbesentasanadvancefaxwithanoriginalbycourierservicesandshallbedeemeddeliveredonthe evidenced
date of facsimile.
14.3 The language of the contract and the correspondence, notices, invoices, certificates, shall be English.

15 EFFECTIVE
15.1 This contract shall come into effect when the Buyer and Seller have both initialed and signed the present document and
its appendices.

16 CONFIDENTIALITY AGREEMENT
16.1 ThePartiesshalltreatinformationprovidedbytheotherpartyonastrictlyprivateandconfidentialbasis.SellerandBuyer shall take
all necessary steps to prevent the others confidential information from being misused or disclosed or made public to any
 third party except as needed to successfully complete the contract or to avoid conflicting claims (and except as may be
required in accordance with the applicablelaw).
16.2 Buyer shall not use the confidential information provided the Seller in such a way as to:
a. Circumvent the Seller in the commercial dealings with any and all supplies under the contractor
b. Do anything to circumvent the seller in such a way as to put seller at a commercial disadvantage with the suppliers or
countries under this contract.
16.3 Seller shall not use the confidential information provided by Buyer in such way as to:
a. Circumvent Buyer in the commercial dealings with a consignee if introduced by the Buyer ,or
b. Do anything to circumvent the Buyer in such a way as to put Buyer at a commercial disadvantage with a consignee.
16.4 SellerandBuyershallkeepeachotherfullyinformedabouttheprogressofallcurrentandfuturecontractnegotiationsand about the
performance of the contract.
16.5 The obligations of confidentiality of the Parties shall remain in force for the period of 5 (five) years from the date
hereof.
16.6 Any breach of these provisions will entail payment of damages to the other party.

17 NON-CIRCUMVENTION AGREEMENT
17.1 The parties shall not in any manner whatsoever solicit nor accept business from sources or their affiliates that are made
available by the other party to this agreement, at any time, without the prior written permission of the party which made
the source available.
17.2 The parties shall maintain complete confidentiality regarding each other’s business sources or their identities and shall
disclose such only to named parties pursuant to express written permissions of the party that made the source available.
17.3 The parties shall not in any way whatsoever circumvent or attempt to circumvent each other or any party involved in any
of the transactions the parties are desiring or entering into and to the best of their ability and assure each other that the
original transaction codes established will not be altered or changed.

17.4 The parties recognized the contract to bean exclusiveandvaluablecontractoftherespectivepartyandtheyshallnotenter into

direct negotiations with such contracts revealed by the other party.
17.5 Neither party shall avoid payment of due fees, commissions and other remuneration in any way whatsoever.
17.6 In the event of circumvention by any party whether directly or indirectly, the circumvented party shall be entitled to legal
monetary penalty as damages, equal to the maximum amount is should make from such transaction and any and all expenses
including but not limited to legal fees that would be involved in the recovery of said damages. The circumventing party
renounces to any right that he may have to claim a reduction of this amount.
17.7 All considerations, benefits and commissions received as a result of the contract of the parties relating to any of the
transaction will be allocated as mutually agreed to.
17.8 Buyerirrevocablybindsitselftoprovideanyandalldocumentationrequestedbyseller, immediately and without delay ,in
connection with the sale/purchase of the aforementioned goods.
17.9 SellerirrevocablybindsitselftoprovideanyandalldocumentationrequestedbytheBuyer,immediately and without delay, in
connection with the sale/purchase of the aforementioned goods.
c. Circumvent the Seller in the commercial dealings with any and all supplies under the contractor
d. Do anything to circumvent the seller in such a way as to put seller at a commercial disadvantage with the suppliers or
countries under this contract.
17.10 Seller shall not use the confidential information provided by Buyer in such way as to:
c. Circumvent Buyer in the commercial dealings with a consignee if introduced by the Buyer ,or
d. Do anything to circumvent the Buyer in such a way as to put Buyer at a commercial disadvantage with a consignee.
17.11 SellerandBuyershallkeepeachotherfullyinformedabouttheprogressofallcurrentandfuturecontractnegotiationsand about the
performance of the contract.
17.12 The obligations of confidentiality of the Parties shall remain in force for the period of 5 (five) years from the date
hereof.
17.13 Any breach of these provisions will entail payment of damages to the other party.

17.14 Buyer’s Bank Details:

BANK NAME:
BANK ADDRESS:
BANK OFFICER:
TELEPHONE:

ACCOUNT NAME:
SWIFT Code:
ACCOUNT NO:
17.15 Seller’s BankDetails:
BANK NAME:
BANK ADDRESS:
BANK OFFICER:
TELEPHONE:

ACCOUNT NAME:
SWIFT Code:
ACCOUNT NO:

17.16 Seller’s Financier Bank Details:

BANK NAME:
BANK ADDRESS:
BANK OFFICER:
TELEPHONE:

ACCOUNT NAME:
SWIFT Code:
ACCOUNT NO:
18. ALTERNATE CORPORATE BANK ACCOUNTS
18.1 Due to the different banking regulations and practices around the world, various banking instruments are accepted by
some banks in some countries and not accepted by others.
18.2 Depending upon the financial instrument finally issued by the Buyer to the Financier, or vice versa, in order to facilitate
the transaction, it may be necessary for the Parties to use a bank other than that was originally designated.

19. COPIES
20.1 A facsimile or email copy of this Agreement will be deemed to be an original if receipt thereof is confirmed by the
sending and receiving Party to this Agreement.

20. VALIDITY PERIOD

21.1 The Agreement has a validity period fifteen (15) days from this date of issue. If the Agreement is not executed by
both parties within the allocated time, the SPA becomes null and void

21. CONCLUSION
21.1 The Agreement is compiled in 2 (Two) originals of 11 (eleven) pages, with each party retaining originals. Parties hereby
confirm and accept that the contract sent by facsimile or by email, accepted as an original.

…………………………………………………………………………..
 SIGNATURE PAGE
In witness thereof: the Parties hereto have caused this Sale and Purchase Agreement for non-LME registered BS
EN 1978:1998 Copper Cathodes (Copper grade designation Cu-Cath-1) to be signed, sealed, and executed by
their authorized representatives; who attest that they have the written mandate and signatory power to execute
this Agreement and have thereby understood, agreed and accepted all general terms, conditions
and/orprovisionssostatedhereinthroughaffixingtheirrespectivesignaturesandseals below.

For the Seller: For the Buyer

Name:
Name :
Title: CEO
Passport No:

Date:
 ANNEXURE 1
INDICATIVE SPECIFICATIONS
Grade A (ASTM B-115-00) 99.98% - 99.99% Purity, Non-LME registered brand.
Rejection below 99.98% Cu purity
Max impuritiesPPM

Dimensions: 914mmx914mmx12mm(LMEStandards)
Weight ofeachsheet: 125 Kilograms (Approximately ± 2%)
Net weight of eachpallet: 2,000 Kilograms (Approx. ±2%)
Net weightpercontainer: 20.0 Metric Tons (Approx. ± 2%)
Gross weightpercontainer: 22.2 Metric Tons (Approx. ±2%)

Length, width and thickness of each sheet shall be equivalent to generally accepted LME and
internationally accepted measurements. The copper cathode surface condition shall be free of
imperfections, defects and excess exposure to outdoor weather.
 ANNEX 2
COMPANY INCORPORATION DOCUMENTS

ANNEX 3
BUYER’S COMPANY CERTIFICATE
SIGNATORIES PASSPORTS