FULL OF CORPORATE OFFER OF SALES&AGREEMENT

FOR COPPER CATHODES

Attention to the buyer and importer:ABLE TRADE NON FERROUS METAL TRADING CO.LLC
Dear Sir/ Madam,
Following the Agreement discussed , We hereby irrevocably confirms and warrants with full, legal
and corporate responsibility and authority, and under penalty of perjury, or fraud, that we are legally
authorized to offer and sell Copper Cathodes under the following terms and conditions:
The Seller

Company MICOMA SARL

Business Registration No. CD/l’SHI/RCCM/23-B-00558

Address Avenue du 30 juin Q/makutano C/lubumbashi Dans la Province du haut Katanga

Tel +243895020435

CEO Steve kabwe

Certificate PERSONNEL AND COMPANY CERTIFICATE ATTACHED

Email [email protected]

And
The buyer

Company

Business Registration Number

Address

Tel
CEO
Email

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 Hereinafter together shall be referred to as"Parties"or"Party".

Whereas: We the seller hereby certify, represent, and confirm that we will fulfill the requirements of this
agreement and provide the product referred to herein in time and for the terms agreed upon hereafter.
Whereas: The buyer with full corporate authority and responsibility hereby certifies, represents, and warrants
that they are ready, willing and able to purchase the following product(s) under the following terms and
conditions.

The parties mutually accept to refer to the general terms and definitions, as set out by the INCOTERMS edition
2010 Publication N°715E, having agreed that the currency for the payment for the goods under this contract
shall be United States Dollars ($USD), and having the following terminology fully understood and accepted by the
Parties:

Article1. PRODUCT & ORIGIN

Non-LME Registered Copper Cathodes – Electrolytic Grade A –Standard Copper Cathode, PURITY
COMMODITY 99.99% - 99.97%

ORIGIN Democratic Republic of Congo (DRC)

QUANTITY
5 000 Metric Tons per Month or more

TRIAL QUANTITY 1 500 Metric Tons (50 trucks of each 30 tons)

CONTRACT 12Months from date of execution and renewable as may be agreed between the parties.
DURATION

PRICE
LME (London Metals Exchange) -18%
SHIPMENT Process of trial order will start immediately after signing this SPA.
PACKAGING Palletized Banded by Aluminum Band.
Quality OCC/equivalent at seller's expense in country of origin
INSPECTION Quality and quantity SGS/equivalent at buyer's expense at Polytra Bonded Warehouse in Kitwe,
Zambia.
PAYMENT It is agreed that the Buyer shall provide the seller with a spreadsheet of trucks Informations as
well as associated documents of trucks, drivers's passports copies, pictures of horse and trailers
with viewa of nunber plates clearly seen,etc. After getting in the mines, the seller will raise an
invoice for US$15 000.00 per truck when trucks entered for logistics inside mine site or
smelter( logistics /forklifts, motivation of loading teams, etc).To be deducted from full 100% to be
paid when trucks loaded prior getting out.
After finishing loading of trucks, the Seller shall again raise an invoice to the Buyer for 100%
payment by bank transfer (swift MT103) of the total value of consignment for the Buyer prior
trucks leaving site.

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 Article 2 . Price and Documents
2-1) Unit Price:
The agreed price is LME (London Metals Exchange)-18% FOB kolwezi.
2-1A) The selling price includes:
- Quality inspection by OCC or equivalent have done by seller at the
country of origin,
- Seller’s packing list.

2-1B) Documents to be submitted to buyer for 100% payment:

- Quality inspection report (Certificate) by SGS or equivalent from country
origin (1 original).
- Verified Draft Bill of Lading
- Seller’s Commercial Invoice (3 originals, 3 copies)
- Certificate of Origin, issued by the Chamber of Commerce or other
authorized Government entity of the Country of Origin (2 Originals and 3
copies)
- Tax and Police clearance from country of Origin (3 originals and 3 copies)
- Full set of clearance certificates on the Zambian side (3 originals and 3
copies of each)
- Safekeeping Receipt issued by Polytra Bonded Warehouse (2 originals and
3 copies)
- Independent analysis done at Polytra bonded warehouse in Kitwe (3
originals and 3 copies)
- Seller’s Packing list (3 originals, 3copies)

Article3. DELIVERIES:

3-3) The buyer will pay the seller, by bank transfer (swift MT103), the sum corresponding to 100%
of the agreed amount.

3-3) After the trial shipment of +/-1 500 metric tons, or part thereof; shall be delivered upon
written confirmation from the buyer that the shipment meets the buyer's contractual requirements,
including quality and quantity.

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 3-4) The goods will be available within a maximum of 2 days from written confirmation by
the buyer.

3-5) .The parties hereby agree that delivery of the goods shall be in accordance with the
terms of delivery

3-6) According to the basis of delivery, the seller is responsible for packing the goods.

3-7) Delivery Schedule

Ser Month Year Delivery Delivery

N0 Sequence Allocation
1 August 2024 1st Delivery 1 200 M/T
2. August 2024 2nd Delivery 5 000 M/T
3. September 2024 3rd Delivery 5 000 M/T
4. October 2024 4th Delivery 5 000 M/T
5. November 2024 5th Delivery 5 000 M/T
6. December 2024 6th Delivery 5 000 M/T
7. January 2025 7th Delivery 5 000 M/T
8. February 2025 8th Delivery 5 000 M/T
9. March 2025 9th Delivery 5 000 M/T
10. April 2025 10th Delivery 5 000 M/T
11. May 2025 11th Delivery 5 000 M/T
12. June 2025 12th Delivery 5 000 M/T

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 Article4. SPECIFICATIONS:
4-1) NON-LME REGISTERED COPPER CATHODES GRADE A
4-1A) DIMENSIONS: 914MM X 914MM X12 MM
4-1B) WEIGHT PERSHEET: 125KG(+/-1%)
4-1C) NET WEIGHT PER PALLET: 2MT APPROXIMATELY
4-1D) CU99.99%-99, 97%|BASIS,REJECTIONBELOW99.97%
4-1E) PURITY: SUBJECT TO FINALI NSPECTION REPORT
ELEMENT VALUE % ELEMENT VALUE %
COPPER(min%) SILICA(SI/ppm) 0.3 0.00003

IRON(Fe/ppm) 5 0.000 COBALT(CO/ppm) 0.2 0.0000

5 2
SULPHUR(S/ppm) 10 0.00 ARSENIC(AS/ppm) 0.1 0.0000
1 1
OXYGEN(O2/ppm) Nil Nil BISMUTH(BI/ppm) 0.1 0.0000
1
ARGENT(AG/ppm) 10 0.00 MANGANESE(MN/ 0.1 0.0000
1 ppm) 1
LEAD(PB/ppm) 5 0.000 TELEURIUM(TE/ppm) 0.05 0.00000
5 5
NICKEL(NI/ppm) 1 0.000 ALUMINIUM(AL/ppm) 0.5 0.0000
1 5
SELENIUM(SE/ppm) 4 0.000 MAGNESIUM(MG/ 0.4 0.0000
4 ppm) 4
ANTIMONY(SB/ppm) 5 0.000
5

4-2) The goods shall be clean copper cathodes, 100% new, free of dirt, metal scraps, woods, plastic, grease,
alloy, or any prohibited items. There shall be no materials related to war, explosive and armor, gas
cylinder, sealant, or any harmful materials.

Article5. QUANTITY AND QUALITY:

5-1) The total contractual quantity of the goods sold and purchased under this contract is …………. metric
tons.

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5-2) The seller guarantees that the quality of the goods shall comply with standard specification of the
manufacturer and the quality certificate to be submitted at transfer of the goods. The seller also
guarantees the quality as per specifications of the goods mentioned in the article 2 of this contract
and the purity of the goods subject to inspection report at destination port.

5-3) The Electrolytic Grade A Copper Cathodes shall conform to LME (BS6017) Standards and
Specifications in Appendix hereto. A certificate issued by an independent
inspection body will confirm the quality of the goods.

Article6. PACKING:
6-1) The goods will be packed banded by aluminum bands and stacked on wooden pallets (the cost of which is
included in the total price of the goods under the contract).

6-2) The packed goods will be loaded on trucks for shipping to buyer’s destination of choice.

6-3) Each package/container shall contain the following information:

✔ 6-3A) Bundle identification number
✔ 6-3B) Gross weight
✔ 6-3C) Net weight

Article7. PAYMENT:
Payment terms
Final Payment shall be effected from buyer to seller within 72 banking hours after the
independent analysis by an internationally recognized assay firm at the mines site.

7-1) Trial Order of ……….. Metric tons:

The buyer shall pay the seller, by bank transfer (swift MT103), the sum corresponding to
100% of the agreed amount.

7-2) The ongoing orders shall follow the same payment-terms as the Trial Order, as set forth in articles 2,
3 and 7.

7-3) Special Conditions:

The monies to be paid to the intermediaries as commission shall be withheld from payment
to the Seller by the Buyer. Buyer shall provide each of the Paymasters the monies
representing the sums payable to the Intermediaries that shall be included in the price
agreed between the parties.

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 Article 8. QUALITY INSPECTION:

Current orders: The buyer shall request SGS to take samples and analyze the goods and
determine the specifications at the bonded warehouse at the buyer's expense. The quality and
quantity certificate issued by SGS or equivalent assay firm at the Bonded warehouse will serve as
the basis for determining the value of the goods.

Article 9. INSURANCE:

Insurance for 110% of the Invoice Value covering all risks, war risk and S.R.C.C. shall be covered by
Seller.

Article 10. TITLE AND RISK OF LOSS:

Full title and all risks of loss and damage to the goods are transferred from the seller to the
buyer in accordance with the FOB provisions after full payment has been received by the Seller.

Article 11. FORCE MAJEURE:

Seller shall notify Buyer immediately by fax or e-mail with in five (5) days from the occurrence of
force majeure circumstances with a Certificate of the occurrence issued by the local government
or authorities of Chamber of Commerce. In the event of force majeure circumstances causing a
continuing delay of the shipment beyond 2 days from the contracted delivery date, the Buyer shall
have the option to cancel the Contract of that shipment. If the force majeure causes further delays
beyond 30 days, the buyer shall have the right to cancel the contract in its entirety.

Article 12. Dispute Resolution and Governing Law:

12-1) Any questions relating to this contract that are not expressly or implicitly settled by the
provisions contained in the contract itself (i.e. any specific conditions agreed upon by the
parties) shall be governed by A, the United Nations Convention on Contracts for the
International Sale of Goods (Vienna Convention of 1980) (CISG). And B, to the extent that
such questions are not covered, by reference to the laws of Republic of Zambia.

12-2) All disputes, controversies, claims or differences arising out of,or in relation to this
Agreement,or a breach hereof, shall be finally settled in accordance with the International
Chamber of Commerce in Singapore (ICC) under the Arbitration Rules of 2012, as amended in 2017
and 2021, effective as of 1 January 2021, by one or more arbitrators appointed in accordance with

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 the said Rules. The award rendered by the arbitrators shall be final and binding on the Parties
concerned.
12-3) The validity, performance, construction, and effect of this Agreement shall be governed by
the laws of the United Nations Convention on Contracts for the International Sale of Goods
(Vienna Convention of 1980) without recourse to its conflicts of laws, rules, and principles.

Article 13. TAXES,DUTIES AND CHARGES:

1 3-1) Any duties, taxes, charges, present or future, imposed in the exporting country shall be
for the Seller’s account. Seller is fully responsible for obtaining valid export licenses, from
the Country of Origin.

13-2) Any duties, taxes, charges, present or future, imposed in the importing country shall be
for the Buyer’s account. Buyer/cargo receiver shall be fully responsible for obtaining
import licenses, if required.

Article 14. NON-CIRCUMVENTION & NON-DISCLOSURE:

14-1) The parties to this contract hereby accept and agree to provisions of non-circumvention
and non-disclosure with regards to all parties involved in transaction, additions, renewals
and third-party assignments, with full reciprocation from the date of executions of this
agreement.

14-2) The parties agree that they shall not, for a period of seven (7) years from the date of this
agreement, attempt, directly or indirectly, to contact the others’ business and professional
sources or contacts (including banks, investors, sources of funds, etc.)(“business sources”), or
negotiate with another party’s business sources or make use of any confidential or private
information of any of the others, except through the relevant other party, or with the express
written consent of the other party as to each such contact. For the avoidance of doubt, this
means that the parties shall not contact, answer to emails, make offers, deal with or enter any
kind of business transactions with any business source provided by the other unless written
permission has been obtained from the other relevant party disclosing the same. The
restrictions stated above shall not apply when one party had a previous active business
relationship with the relevant other party’s business source, or where a party learns of
another party’s business source by a wholly independent third party in good faith at some
point in the future. If this paragraph is not adhered to, the responsible party is liable for all
damages or lost possible profits of a the affected party.

14-3) The parties agree not to disclose any of each other’s confidential information to anyone
else, unless specifically authorized in writing by the relevant other party. For the purposes

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 of this agreement,“confidential information”Shall mean any kind of clearly private,
sensitive or confidential information including (without limitation), unofficial or highly
personal information relating to any of the parties, and information of whatever nature
regarding the business arrangements of any of the parties them selves or their
employees, clients and associates, including business workings, plans, fee agreements,
contracts, and/or literary works such as manuscripts, screen plays, treatments and
synopses. The requirements of this agreement as regards to confidential information shall
not apply to any information which has been legally put into the public domain, or when
the relevant party legitimately learns of the confidential information in question by a
wholly independent third party in good faith at some point in the future. If this paragraph
is not adhered to, the responsible party is liable for all damages or lost possible profits to
the affected party.

Article 15. AMENDMENT OF THE CONTRACT:

15-1) Any amendment or modification to this Contract shall be requested in writing and
subject to acknowledgement and confirmation by both Contract Parties in writing.

15-2) This Contract shall be effective after mutual signatures and affixing of badges and shall
remain in force until completion of the parties’obligations stated herein.

15-3) This Contract is made out in English language only.

The undersigned have read this document carefully and has initialed all pages of this Sales and
Purchase Agreement for Electrolytic Copper Cathodes and fully understand and agrees that its execution
constitutes an acceptance of all its mutually protective covenants, terms and conditions, and is law fully
binding upon Buyer and Seller, and their legal heirs, successors, representatives and assignees.

Signing this sale and purchase contract shall be considered an irrevocable commitment to deliver and
to purchase.

We hereby declare the above captioned information to be true and correct to the best of our
knowledge and this offer is being made without any prejudice, for the successful completion of this
said ord

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 SPA No.: SPA16072024-PP1

SIGNATURE PAGE

SELLER BUYER

NAME

PASSPORTn° OP071452

EXPIRYDATE 08/12/2025

NATIONALITY Democratic Republic of Congo

DATE
th th
august 12 ,2024 august 12 ,2024

In witness thereof : the Parties hereto have caused this Sale and Purchase Agreement for Non-LIME
registered copper cathodes 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/or provisions.

stated herein th

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 ANNEX n°1: Bank Details

Seller’s Banking Information

Bank Name EQUITYBCD

Account Name MICOMASARL

Account Number$(USD) 00031-26100-40042677011-83/USD

Swift Code BGFICDKI

Address 128,avenue du 30Juin/lubumbashi haut katanga

City lubumbashi

Country RépubliqueDémocratiqueduCongo

Phone +243895020435

BANKOFFICER

Title GESTIONAIREDECOMPTE

FullName Mr kevin mwembo

Email Adress [email protected]

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 Telephone Number

Buyer’s Banking Information

The Buyer will execute the payment by various bank accounts according to the company policy.

BANKING INFORMATION

Bank Name

Account Name

Account Number$ (USD)

Swift Code

Address

City

Country

Phone

BANK OFFICER

Title

Full Name

Telephone Number

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Seller’s Initials: Buyer’s
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 SPA No.: SPA16072024-PP1

ANNEX n°2: SELLER'S REGISTRATION CERTIFICATE COPY

ANNEX n°3: SELLER’S PASSPORT COPY

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 SPA No.: SPA16072024-PP1

ANNEX n°4: BUYER’S REGISTRATION CERTIFICATE COPY

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 SPA No.: SPA16072024-PP1

ANNEX n°5: BUYER’S PASSPORT COPY

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 SPA No.: SPA16072024-PP1

EDT(Electronic document transmissions):

“Accepted and agreed without change (Electronic signature is valid and accepted as hand
EDT (Electronic document transmission) 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
I06229,“Electronic Signatures in Global & National Commerce Act”or such other applicable law
conforming to the UNCITRAL Model Law on Electronic Signatures (2001)

THE END OF DOCUMENT

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 SPA No.: SPA16072024-PP1

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