THE COMPANIES ACT, 2002

------------------

COMPANY LIMITED BY SHARES

----------------

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

NEW LEAF MINING COMPANY LIMITED

-----------------------

Incorporated this …………. day of ……………… 2023

Drawn By:
MELKIAD SIMON KABIKA
(SUBSCRIBER)
P.O. BOX 5
SONGWE – TANZANIA

THE COMPANIES ACT, 2002

 COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
NEW LEAF MINING COMPANY LIMITED

1. The name of the Company is NEW LEAF MINING COMPANY LIMITED

2. The registered office of the company will be Tanzania Mainland.

3. The objects for which the Company is established are: -

(a) To carry on and takeover the going concern of all the assets and liabilities
of the business styled in the name of NEW LEAF MINING COMPANY
LIMITED.

(b) 0899 – Other mining and quarrying

(c) 0810 – Quarrying of stone, sand and clay

(d) 0990 – Support activities for other mining and quarrying

(e) 0510 – Mining of hard coal

(f) 0520 – Mining of lignite

(g) 0729 – Mining of other non-ferrous metal ores

(h) 4661 – Wholesale of solid, liquid and gaseous fuels and related products

(i) 4662 – Wholesale of metals and metal ores

(j) 4649 – Wholesale of other household goods

4. The liability of the members is limited.

5. The capital of the company is TZS 50,000,000/= divided into 72 ordinary

shares of Tanzania Shillings 150,000= each and 28 Preferential shares of
Tanzania Shillings 1,400,000= each.

The Company shall have powers to increase its capital and to divide the
shares in its capital for the time being into several classes of stock or shares
and to attach thereto respectively such preferential, deferred or special
rights, privileges, or conditions as may be determined by or in accordance
with the Articles of Association of the Company.
 We, the several persons whose names and addresses are subscribed, are desirous
of being formed into a company, in pursuance of this Memorandum of Association,
and we respectively agree to take the number of shares in the capital of the
Company set opposite our respective names.

Names, Addresses and Number of shares Classes of Signature of

Description of Subscriber taken by each shares by each Subscriber
Subscriber Subscriber
MELKIAD SIMON KABIKA
P.O.Box 5 24 Ordinary
SONGWE
EUGENE LEWIS
MCDOUGALL 24 Ordinary
P.O.Box 5
SONGWE
GERRY ROTMAN
P.O.Box 5 24 Ordinary
SONGWE

Dated at Songwe this ……. day of…………………... 2023

Witness to the above Signatures:

Name: …………….……………………………………………
Signature: ……….……………………………………………
Postal Address: ...……………………………………………
Qualification: …………………………………………………

THE COMPANIES ACT, 2002

COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION

OF
 NEW LEAF MINING COMPANY LIMITED

PRELIMINARY

1. In these regulations: -
“The Act” means the Company Act 2002 of the Laws of Tanzania.
When any provision of the Act is referred to, the reference is that provision is as
modified by any law for the time being in force.

Unless the context otherwise requires, the expressions defined in the Act or any
statutory modification thereof in the force at the date at which these regulations
become binding on the company, shall have the meaning so defined.

Any words importing the singular shall include the plural and vice versa, and
words importing the masculine gender shall include females, and the words
importing persons shall include bodies corporate, partnership, firms,
cooperatives, societies etc.

The regulations of Companies Act shall not apply to the company, save in so far
as they are varied or excluded hereby, but in case of any conflict between the
provisions herein, and the provisions under this regulation the former shall
prevail, and in addition to substitution shall be the regulations of the company.

PRIVATE COMPANY

2. The Company is a private Company and accordingly: -

(a) Any invitation to the public to subscribe for any shares or debenture
of the Company is prohibited.

(b) The number of the members of the Company (exclusive of persons

who are in the employment of the Company and of persons who,
having been formerly in the employment of the company were, while
in such employment and have continued after the determination of
such employment to be members of the Company) is limited fifty,
provided that where two or more persons hold one or more shares in
the company jointly, they shall for the purpose of this regulation be
tested as a single member.
(c) The transfer of shares in the company shall be restricted in the
manner hereinafter prescribed.

(d) The Company shall not have power to issue share warrants to bearer.

SHARES
3. There shall be two types of shares Ordinary and Preferential (non-
cumulative) shares, and the shares shall be under the control of the
Directors who may allot and dispose of or grant options over the same to
such persons as the Directors may find fit and just.

TRANSFER OF SHARES

4. The Directors may in their direction and without assigning any reasons
thereof refuse to register the transfer of any share to any person who it shall
in their opinion be undesirable for any reason whatsoever to admit to
membership.

5. Subject to clauses 2, 3 and 4 hereof the right to members to transfer their

shares shall be restricted as follows;

(a) No share shall be transferred to a person who is not a member so long

as any member of any person selected by the Director as one who it
is desirable in the interest of the Company to admit to membership.

(b) Every shareholder or trustee in bankruptcy, or any person who may

desire to sell or transfer any such shares and every personal
representative of a deceased shareholder shall give notice in writing
to the Directors that he desires to make such sale or transfer. Such
notice shall constitute the Board of Directors of the Company as his
agent for the sale of the said shares to any member or members of the
company at the price to be agreed upon between the party giving such
notice the party and the board, or in case of difference to be
determined by the Auditor of the Company.

(c) Upon price of such shares being agreed on a determined as per clause
(b) above, the board shall forthwith give notice to such of the
shareholders other than the shareholders desiring to sell or transfer
the said shares, starting the number and price of such share inviting
the person to whom notice is sent to state within 21 days from the
date of such notice whether he is willing to purchase any, if so what
maximum number of such shares. At the expiration of such days 21
notice the board shall apportion such shares amongst the
shareholders (if more than one) who shall have expressed their desire
to purchase number of shares already held by them respectively, or if
there be only one such shareholder, that the whole of such shares
shall be sold to him, provided no shareholder shall be obliged to take
more than the maximum number of such shares stated in his answer
to the said notice.

Upon such apportionment being made or such one shareholder

notifying his intention to purchase, as the case may be, the party
 desiring to sell or transfer such shares shall be bound upon payment
of the said price to transfer the shares to the respective shareholders
or to single shareholder who shall have agreed to purchase the same.

GENERAL MEETINGS: NOTICE OF GENERAL MEETING AND

PROCEEDINGS OF THE GENERAL MEETINGS

6. The regulation of Companies Act shall apply to the following variations: -

(a) A General Meeting, Ordinary or Extraordinary may with the consent

in writing of all members, be convened on a shorter notice than seven
days or without notice.

(b) Two members, present either personally or by proxy shall form a

quorum.

(c) Any ordinary resolution of the company determined without general

meeting and evidenced by writing under the hands of majority of the
Directors and of the members of the company holding three – fourth
of the issued shares of the company shall be valid and effectual as an
ordinary resolution duly passed at a general meeting of the company.

(d) The Directors may call Extra Ordinary Meeting whenever they think
fit and shall, on requisition in accordance with the act, proceed to
convene an Extraordinary Meeting as required by the act. In the case
of Extraordinary General Meeting called in pursuance of a requisition,
unless such meeting shall have been called by the Directors, no
business other than that stated in the requisition as the objects of the
meeting shall be transacted.

7. DIRECTORS
(a) Until otherwise determined by the company in General Meeting the
Directors shall not be less than three.

(b) The following person shall be the Directors of the Company: -

1. MELKIAD SIMON KABIKA

2. EUGENE LEWIS MCDOUGALL
3. GERRY ROTMAN

8. The shareholding qualification for Directors may be fixed by the company in

General Meeting, and unless and until so fixed no qualification shall be
required.
9. The quorum of Directors for transacting business shall, unless otherwise
fixed by the Directors, be three.

10. A resolution in writing signed by all Directors then in Tanzania shall be as

valid and effectual as if it had been passed at a meeting of director duly
called and constituted.

11. The Directors may from time to time borrow or raise any money for the
purposes of the Company which may exceed the issued share capital of the
company.

BORROWING POWERS

12. The Directors may from time to time in their discretion raise or borrow for
the purpose of any Company’s business such sum or sums of money as they
think fit.

The Directors may secure the repayment of or raise any such sum or sums
as aforesaid by mortgage or charge upon the whole or any part of the
property and assets of the company, present and future, including its
uncalled or un issued capital or by the issue at such price as they think fit
of bonds or debentures, either charged upon the whole or any part of the
property and assets of the Company, present and future, including its
uncalled or un issued capital, or not so charged, or in such other way as
the Directors may think expedient.

VOTES OF MEMBERS

13. On a show of hands every member present in person shall have one vote.
On a roll every member shall have one vote only for the shares of which he
is the holder.

14. No member shall be entitled to vote at any general meeting unless all calls
or other sums presently by him in respect of shares in the Company have
been paid.

DISQUALIFICATION OF DIRECTORS

15. The Office of Director shall be vacated if the Director: -

(a) Become bankrupt; or

(b) Is found to be a lunatic or becomes of unsound mind; or
(c) Resigns his office by notice in writing to the Company;
(d) Abstain himself from meetings of the Directors for a period of six
months without special leave of absence from the other Directors.
 SEAL

16. The Directors shall provide for the safe custody of the Seal. The Seal of the
Company shall not be affixed to any instrument except by the authority of
a resolution of the Board of directors and in the presence of at least two
Directors or a Director and Secretary or other person as aforesaid shall sign
every instrument to which the seal of the Company is so affixed in their
presence.

ALTERNATE DIRECTORS

17. Any Director shall have power to nominate any person to act or attend as
Alternate Director during his absence or during his inability so to act. Such
Director shall be subject in all respects to the terms and conditions existing
with reference to the other Directors and such Alternate Director shall
exercise and discharge all the duties of Director whom he represents.

18. Unless otherwise decided by the Directors the quorum necessary to transact
business of the Directors shall be two Directors personally present.

SECRETARY

19. The Secretary shall be appointed by the Board for such terms at such
remuneration and upon such condition as it may think fit, and any
Secretary so appointed may be removed by the Board.

WINDING UP

20. With the sanction of a special resolution of the shareholders any part of the
assets of the Company including any shares in other Companies may be
divided between the members of the Company in special or may be vested
in Trustees for the benefit of such members, and the liquidation of the
Company may be closed and the Company dissolved but so that no member
shall be compelled to accept any shares whereupon there is any liability.

ALTERNATION OR ADDITION

21. Subject to the provisions of the Act and to those contained in the
Memorandum of Association the Company may by Special Resolution make
alteration or addition so made shall be as valid and effectual as if originally
contained in those articles and be subject in like manner to alteration by
Special Resolution.
 INDEMNITY

22. Every Director, Managing Director, Agent, Auditor, Secretary and other
officer of the time being of the Company shall be indemnified out of the
assets of the Company against any liabilities incurred by him in defending
any proceedings, whether civil or criminal in which judgment is given in his
favour or in which he is acquitted or is in connection with any application
in which relief is granted to him by the Court.

ARBITRATION

23. If and whenever any dispute or difference shall arise between the Company
and any of the members or their respective representatives touching upon
the construction or meaning of any of the Articles herein contained or any
act matter or thing made or done or omitted to be done or with regard to the
rights or liabilities arising hereunder or arising out of the relation existing
between the parties by reasons of these Articles or the Act, such differences
shall (unless a sole arbitrator be agreed upon) forthwith be referred to the
arbitration of three arbitrators, one to be appointed by each party and the
third to be appointed by the first two or, in the event of failure to agree
within (Cap. 15) or any then existing statutory modifications or re-
enactment thereof shall apply.

Names, Addresses and Number of Classes of Signature of

Description of Subscriber shares taken by shares taken Subscriber
each Subscriber by each
Subscriber
MELKIAD SIMON KABIKA
P.O.Box 5 24 Ordinary
SONGWE
EUGENE LEWIS MCDOUGALL
P.O.Box 5 24 Ordinary
SONGWE
GERRY ROTMAN
P.O.Box 5 24 Ordinary
SONGWE

Dated at Songwe this …….. day of…………………... 2023.

Witness to the above Signatures:

Name: …………………….……………………………………………
Signature: ……………….……………………………………………
Postal Address: ………..……………………………………………
Qualification: …………..……………………………………………