SALE AND PURCHASE AGREEMENT

No :……………
Seller’s transaction code…………….
Buyer’s transaction code…………….

This agreement is made and entered into between:

……………….a company duly registered under the laws of ZAMBIA with registered offices in
……………….represented herein by ……., Designation CIEF EXECUTIVE OFFICER,
hereinafter named as Seller

And,

………………………a company duly registered under the laws of ……………. with registered
offices in ……………… represented herein by …………………., Designation………..,
hereinafter named as Buyer

This agreement was originally made and entered into on th.day of ……….., 2017, by and
between the parties specified below, and if formally accepted, this full agreement will be held
as binding forthwith.

SELLER’S FULL COMPANY DETAILS

COMPANY NAME:
PHYSICAL ADDRESS:
COUNTRY:
TAX ID:
PHONE:
EMAIL:

REPRESENTED BY:
TITLE: CHIEF EXECUTE OFFICER

BUYER’S FULL COMPANY DETAILS

REPRESENTED BY

Seller’s Initial: ………… Page 1 of 7 Buyer’s Initial: ………………..

THE PARTIES HAVE CONCLUDED THE PRESENT CONTRACT AS FOLLOWS:

Whereas the Seller, who warrants his authority hereto, hereby confirms that it is ready,
willing and able, to sell the Product as per the specification, in the quantity and for the price
as set out in the terms and conditions as stated below and have agreed to sell to the Buyer,
which representation is made with full corporate authority and responsibility

AND;

Whereas the Buyer, who warrants his authority hereto , hereby confirms that it is ready,
willing and able, to buy the Product as per the specification, in the quantity and for the price
as set out in the terms and conditions as stated below and have agreed to pay the Seller,
which representation is made with full corporate authority and responsibility.

The Buyer and Seller fully understand and acknowledge each other’s capacity to carry out
this transaction and thus, enter into this Agreement as detailed hereinafter:

1. COMMODITY:

Copper Cathodes (Electrolytic Copper)

Standard: Grade A. standard Cu Cathode-1, non LME registered

Origin: Democratic Republic of Congo

2. QUALITY / SPECIFICATIONS:

Cu purity 99.97% minimum and maximum 99.99%. The buyer has the right to reject the
cargo if quality is less than 99.97%. Or if the buyer wishes to keep the cargo, the PRICE
of the goods shall be re-negotiated.

CHEMICAL COMPOSITION

Cu 99.97% - 99.99% / Rejection below 99.97%

Sulfur (S/ppm) 4 Cobalt (Co/ppm) 0.2

Iron (Fe/ppm) 2 Arsenic (As/ppm) 0.1

Silver (Ag/ppm) 10 Bismuth (B1/ppm) 0.1

Lead (Pb/ppm) 0.2 Manganese (Mn/ppm) 0.1

Nickel (Ni/ppm) 0.2 Tellurium (Te/ppm) 0.05

Selenium (Se/ppm) 0.3 Aluminum (Al/ppm) 0.5

Antimony (Sb/ppm) 0.1 Magnesium (Mg/ppm) 0.4

Silica (Si/ppm) 0.3 Zinc Zn/ppm) 0.4

3. PACKING:

Seller’s Initial: ………… Page 2 of 7 Buyer’s Initial: ………………..

Size: Approximately 914mm X 914mm X 12mm
Weight:               Each Sheet is 125kg (+/- 1%)
Packing:               Palletized, with Aluminum bands
Net weight/pallet: 2.0 MT approx. (+/-1%)

4. QUANTITY:

4.1 Fifty metric tons (200MT) as First Shipment (Trial)

4.2 Upon successful first transaction, the monthly quantity to be agreed, minimum
monthly quantity is one hundred tons (500-1000 MT)

4.3 Both parties may agree to increase or decrease the monthly quantity in writing via
email or fax notification.

5. DELIVERY:

5.1 EXW Warehouse Bollore Africa Logistics, Plot 3505, Nakambala Road, Industrial
park/area, Ndola P.O. Box 70515, Zambia;
OR
5.2 EXW Warehouse Manica Zambia Limited, Kitwe , Zambia;

5.3 Time of delivery of the goods to the above mentioned warehouses is maximum 2
working days after signing this SPA.

6. PRICE:

6.1 Unknown LME minus 12% (fifteen percent) The price is calculated as the last 3 days
average of the LME Cash Buyer Price before date of the final invoice.

7. INSPECTION:

7.1 Seller will permit access to the buyer’s inspection agency of their choice to conduct
inspection for Q&Q of the Goods at Buyer’s responsibility and cost. The inspection
company shall be selected and paid for by the Buyer.

7.2 Inspection shall be carried out by the buyer’s inspection agency within maximum 3 days
after seller informs the buyer that the goods are deposited in the warehouses mentioned
at chapter 5. Seller will inform the buyer by sending the Safe Keeping Receipt (SKR)
received from the warehouse at the moment he deposited the goods.

7.3 The results of Q & Q inspection shall be completed to the Buyer no later than 2 calendar
days after inspection

7.4 Buyer will provide copies of Q & Q reports to the Seller as soon as they become
available.

8. DOCUMENTS:

8.1 All relevant shipping documents including, copies of the Q&Q report, export permit,
T1 document, etc. shall be provided to the Buyer immediately upon its availability.

Seller’s Initial: ………… Page 3 of 7 Buyer’s Initial: ………………..

9. DOCUMENTS REQUIRED FOR PAYMENT

9.1 The final amount which buyer has to pay for the goods shall be calculated based on
Chapter 6 formula.

9.2 The buyer will make payment to the seller’s account by wire transfer T/T within 48
hours after Seller presented in original all the following documents:

A. Seller’s Invoice (original)
B. Producer Assay certificate (original)
C. Certificate of origin (original)
D. Certificate of ownership (original)
E. Alex Stewart/SGS certificate of inspection for quality and quantity (original)
F. Final, unconditional and irrevocable release from the bonded warehouse in
the name of the buyer confirming cargo is for the Buyer by bonded
warehouse and is free for export, free from any liens and export duty is paid
(original).

10. BANKING COORDINATES:

Sellers Bank:

Bank Name:
Bank Address:
Account Holder:
Account #:
Swift Code:
Bank Officer:
Bank Officer’s email:
Bank Telephone:
Bank Officer’s :

Buyer’s bank:
Bank Name :
Bank Address :
Tel :
Fax :
Account Name :
BIC CODE :
Account number :

Seller’s Initial: ………… Page 4 of 7 Buyer’s Initial: ………………..

 11. WORKING PROCEDURE:

1. SPA is reviewed and signed by seller and buyer;

2. Seller moves the goods to the warehouses mentioned at Chapter 5 within maximum 2
days after signing of the present contract and send SKR to the buyer.

3. The Buyer orders to a reputable inspection agency (SGS, Alex Stewart, etc.) Quality and
Quantity inspection to be conducted in the premises of the bonded warehouse and
provide copies of Q & Q reports to the seller as soon as they become available;

4. The Q&Q inspection must be made within maximum 3 days after SKR is issued by the
warehouse and sent to the buyer.

5. After inspection reports are received, seller submits the documents required for payment
to the buyer.

6. Within maximum 48 hours buyer makes the payment to the seller’s account by
telegraphic transfer T/T MT103.

7. Upon confirmation of receipt of TT payment, the title (ownership) of the Goods shall
automatically pass onto the Buyer and Seller shall prepare subsequent consignments as
per terms and conditions of this SPA.

12. TITLE OF PROPERTY AND RISK IN THE COMMODITY:

12.1 The parties hereby expressly declare and acknowledge that title and property of the
Goods shall remain in the Seller’s name until the point in time that the Seller has
been paid-in-full the agreed price of the Commodity by the Buyer for each shipment
thereof. Upon actual receipt of payment for each cargo of the Commodity, title to the
Commodity for each cargo shall be deemed to pass to the Buyer.

12.2 Notwithstanding the matters hereinabove stated, risk of loss or damage to the
Commodity shall pass from the Seller to the Buyer when the Goods change
ownership after full payment has been made.

13 DURATION OF AGREEMENT:

This Agreement shall be valid for a period of ONE CALENDAR YEAR with possible rolls
over and extensions.

14 FORCE MAJEURE:

Seller’s Initial: ………… Page 5 of 7 Buyer’s Initial: ………………..

 The Seller/the Buyer shall not be responsible for being unable to carry out this contract
due to Force Majeure such as war, terrorist attack, flood, typhoon and earthquakes or
other events agreed upon by both parties, which might occur in the course of loading.
The Seller/the Buyer shall advice the Buyer/the Seller immediately of the occurrence
Mentioned above within fourteen (14) days thereafter, the Seller/the Buyer shall Send by
airmail to the Buyer/the Seller for their acceptance a certificate of the accident issued by
the Competent Government Authorities where the accident occurs as evidence thereof
under such circumstances, the Seller/the Buyer, however, are still under obligation to
take all necessary measures to expedite/take the delivery of the copper cathode. In case
the accident lasts for more than ten (10) weeks, the Buyer or the Seller shall have the
right to cancel the contract and Buyer cannot take over the Seller’s Performance Bond
as their compensation.

15 ARBITRATION:

In the event of any disputes between the parties the parties shall settle such dispute by
amicable agreement, failing which by arbitration in accordance with the Arbitration Act of
………………….. as is then in force. Each party shall appoint one arbitrator. The two
arbitrators shall appoint the third arbitrator who shall act as the head of the arbitration
panel. The arbitration shall be held in London and shall be conducted in the English
language. The party that prevails in the arbitration shall be entitled to its Attorney costs,
fees, expenses and disbursements on an indemnity basis. The arbitration panel shall
present its award in writing which is hereby agreed to be final and binding on the parties.

16 EFFECTIVENESS OF CONTRACT:

This Agreement shall come into full force immediately upon execution by both parties
and electronically signed / stamped copies are exchanged via e-mail.

17 NON-DISCLOSURE & NON-CIRCUMVENTION

This Non-Disclosure & Non-Circumvention clause shall be binding to all employees,

independent contractors, agents, brokers, partners, associates, assigns, parent companies,
subsidiaries, beneficiaries to this Agreement, and heirs of both Seller and Buyer and
hereafter collectively referred to as the “Parties”, who acknowledge the desire to transact
business together on an ongoing basis; and, intending to be legally bound, hereby
irrevocably agree to the following:

1. Not to circumvent, avoid, bypass, or obviate each other directly or indirectly. This
agreement is to confirm that each of the undersigned will not deal with any entity
introduced by the other signatory without knowledge and written permission of the
introducing signatory.

2. Not to use, employ, exploit, disclose or otherwise reveal, divulge, or expose to any third
party, any confidential information provided by the other, especially as may relate to
underwriters, funding sources, financial institutions, banks, lenders or other financing
derivations, products, systems, procedures, transaction description or other proprietary
information without express written permission from the other.

3. This clause has a term of five (5) years and during that time will be irrevocable and non-
cancelable. The signatories agree that the identities and information regarding any
sources disclosed shall remain proprietary assets of the introducing party for the full
and complete 5 year period without omission, limitation or exception. In addition, a

Seller’s Initial: ………… Page 6 of 7 Buyer’s Initial: ………………..

 period of two (2) years will be in effect from the last completed transaction.

4. This clause shall be binding upon the “Parties” hereunder signed, their successors and
assigns. The undersigned also confirm that by execution of this agreement, that any
company, trust, corporation, or entity of which they are an employee, member, officer,
partner or agent is also bound by this agreement.

5. Let it be known that the undersigned parties have set their hand to this irrevocable and
non-cancelable, non-circumvent, confidentiality, non-disclosure agreement both
personally and as representatives or associates of their various institutions, with full
knowledge that each is liable for the remedies prescribed by the law, for breach or
default of the terms contained herein, to which each hereby attests that he or she is
fully cognizant.

18. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement and all disputes related thereto shall be governed by, interpreted, construed
and enforced in accordance with the laws of …………., without regard to principles of conflict
of laws.

19. SIGNATURE

In witness thereof; the parties hereto have caused this sale and purchase agreement for
copper cathodes 99.99% -99.97% min-. To be signed, sealed, and executed by their
authorized representatives; who attest that they have the written mandate and signatory
power to execute this contract and have thereby understood, agreed and accepted all
general terms, conditions and/or provisions so stated herein through affixing their respective
signatures and seals below. Electronic document transmissions (“EDT”) shall be deemed
valid and enforceable in respect of any provisions of this contract. As applicable, this
agreement shall incorporate U.S. Public Law 106-229, “Electronic Signatures in Global &
National Commerce Act”, or such other applicable laws conforming to the model law on
electronic signatures (2001)

Signed on ………….. (date, month, year).

THE FIRST PARTY (SELLER): THE SECOND PARTY (BUYER):

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Seller’s Initial: ………… Page 7 of 7 Buyer’s Initial: ………………..