PURCHASE CONTRACT FOR ANTIMONY RED MERCURY

Date: December 04th, 2023

SELLER : DIDE CHEMICALS

Represented by : Xxxxxxxxxxx Xxxxxxxx

Title : CEO

Address : xxxxxxxxxxxxxxxx

Country : USA

BUYER :

REGISTRATION :

COUNTRY :

Transaction Code : XXXXXXXXXXXXXXX

This contract is concluded on, DECEMBER 04th 2023 (the “Effective

Date”) between DIDE CHEMICALS AND LOGISTICS LLC (the “Seller”) and
XXXXXXXXXXXXXXXXXXXX(The “Buyer”)

1. SCOPE OF THE CONTRACT:

The Seller agrees to sell antimony red liquid mercury and the Buyer
agrees to purchase antimony red liquid mercury under the contract
signed between the seller and buyer XXXXXXXXXXXXXXXXX at the terms
and conditions set out below:

2. DEFINITIONS:

Affiliates means: In relation to any company or corporation, a Subsidiary

or Holding Company of that company or corporation, or of any other
Subsidiary of that company or corporation, or of that Holding Company;

Banking Day and Business Day Any day except a Saturday or Sunday on
which banks in the means: country of Panama are generally open for the
conduct of business;

Product means: ANTYMONI RED LIQUID MERCURY Sb2Hg2O7

(756.7002g/mol) Holding Company: Has the meaning given to it in
the definition of Subsidiary.

Subsidiary means: A company or corporation which, in relation to

another company or corporation (a “Holding Company”): (a) is
controlled, directly or indirectly, by the Holding Company; (b) More than
half the issued share capital of which is beneficially owned, directly or
indirectly
By the Holding Company; or © which is a Subsidiary of another
Subsidiary of the Holding Company; and for this purpose, a company or
corporation shall be treated as being controlled by a

Holding Company if the Holding Company is able to direct its affairs

and/or to control the composition of its board of directors or equivalent
body;

3. PRODUCT:

Name of Product: Antimony Red Liquid Mercury Sb2Hg207

Country of Origin: Germany

4. SPECIFICATIONS:

The: Antimony Red Liquid Mercury Sb2Hg207 (756.7002g/mol) shall

conform to the following specifications

Chemical Specifications of Antimony Red Liquid Mercury Sb2Hg207,

99.99999%, (9N) 20/20 258 M.W.

5. QUANTITY: 10 FLASKS, (10) Steel Flask bottles.

5.1 days approximately.
5.2

6. DELIVERY CONDITIONS:

6.1 Packing: 34.5 Kg Steel Flask

6.2

6.3 Shipment: Air

6.4

6.3 Delivery Conditions & destination: CIF,

7. PRICE. – The price for 10 Steel Flask bottles is USD $

8. PAYMENT FORM: All payments shall be made in USD and deposited

by Bank wire transfer to ESCROW account, Swift code.
A) Once the contract is signed, the Buyer will transfer the 100% of
the total amount within 48 hours.

B) Payment via wire transfer to ESCROW account below:

BANK ACCOUNT INFORMATION:

1. Bank Name: JP MORGAN CHASE NA 2. Address: 270 Park Avenue,

New York, NY

2. Account Number:

3. Routing number:

4. Swift code: CHASUS33

 A) Payment release

Upon arrival of product to port of destination the documents

below will be provide to Buyer:

1. Complete 3/3 set of “Airway Bill”, blank endorsed marked “Freight

Prepaid”, notifying the escrow account manager.

2. Commercial invoices in 2 (two) Originals and 3 (three) copies

indicating the contract number, Airway Bill number.

3. Certificate of weight issued by the internationally recognized

surveyor.

9. PRODUCT USE

The Buyer certifies in this act that the product will be used only in
mining developments.
 10. TITLE AND RISK

Title shall pass from Seller to Buyer upon completion of productions of

the product and shipment has been organized. The Seller warrants good
title to the Ore to be delivered hereunder and that the Ore will be free of
any liens, charges, or encumbrances of whatever kind.

Risk in the Ore shall pass from Seller to Buyer when the Ore is delivered
on board the performing vessel at the port of loading.

Risk of any further logistics after PRODUCT is delivered CIF LIMA – PERU
Seller has no responsibility or involvement.

11. FORCE MAJEURE

If either party is prevented, hindered or delayed from performing in

whole or in part any obligation or condition of this contract by reason of
force majeure (the “Affected Party”), the Affected Party shall give written
notice to the other party promptly and in any event within 3 (three)
Business Days after receiving notice of the occurrence of a force majeure
event giving, to the extent reasonably practicable, the details and
expected duration of the force majeure event and the quantity of Ore
affected (the “Force Majeure Notice”).

Provided that a Force Majeure Notice has been given, for so long as the
event of force majeure exists and to the extent that performance is
prevented, hindered or delayed by the event of force majeure, neither
party shall be

Liable to the other and the Affected Party may suspend performance of
its obligations under this contract (a “Force Majeure Suspension”).
During the period of a Force Majeure Suspension, the other party may
suspend the performance of all or a part of its obligations to the extent
that such suspension is commercially reasonable. Without limiting the
foregoing any payment obligation shall not be suspended under any
circumstances.

The Affected Party shall use commercially reasonable efforts to avoid or

remove the event of force majeure and shall promptly notify the other
party when the event of force majeure is terminated.
If a Force Majeure Suspension occurs, the time for performance of the
affected obligations and, if applicable, the term of this contract shall be
extended for a period equal to the period of suspension.

If the period of the Force Majeure Suspension is equal to or exceeds 3

(three) months from the date of the Force Majeure Notice, and so long as
the force majeure event is continuing, the party which did not declare
Force Majeure may, in its sole discretion and by written notice, terminate
this contract or, in the case of multiple deliveries under this contract,
terminate the affected deliveries. Upon termination in accordance with
this clause, neither party shall have any further liability to the other in
respect of this contract or, as the case may be, the terminated deliveries
except for any rights and remedies previously accrued under the
contract, including any payment obligations.

“Force Majeure” means any cause or event reasonably beyond the

control of a party, including, but not limited to fires, earthquakes
lightning, floods, explosions, storms, adverse weather, landslides and
other acts of natural calamity or acts of god; navigational accidents or
maritime peril; vessel damage or loss; strikes, grievances, actions by or
among workers or lock-outs (whether or not such labour difficulty could
be settled by acceding to any demands of any such labour group of
individuals); accidents at, closing of or restrictions upon the use of
mooring facilities, docks, airports or other transportation mechanisms;
disruption or breakdown of, storage plants, terminals, machinery or
other facilities: acts of war, hostilities (whether declared or undeclared),
civil commotion, arrest and/or detention of the Ore and/or vessel,
embargoes, blockades, terrorism, sabotage or acts of the public enemy;
any act or omission of any governmental authority; good faith
compliance with any order, request or directive of any governmental
authority; or any other cause reasonably beyond the control of a party,
whether similar or dissimilar to those above and whether foreseeable or
unforeseeable, which, by the exercise of due diligence, such party could
not have been able to avoid or overcome. A party’s inability
economically to perform its obligations under the contract shall not
constitute an event of force majeure.

This clause shall not apply to any obligations to pay, indemnify or

provide security or to any Ore for which vessel space has been booked,
pricing has been established or payment has been made unless the
Buyer has expressly consented in writing.

12. NON-PERFORMANCE:

(1)Where the contract provides that a party who does not

perform is to pay a 15% (FIFTEEN PERCENT) of the total
value of the operation specified on this contract to the
aggrieved party for such nonperformance, the aggrieved
party is entitled to that sum irrespective of its actual harm.
(PENALTY FOR

NON-PERFORMANCE)

(2)However, notwithstanding any agreement to the contrary

the specified sum may be reduced to a reasonable amount
where it is grossly excessive in relation to the harm resulting
from the nonperformance and to the other circumstances.

13. RESOLUTION DISPUTE:

All disputes in connection with this contract or the execution thereof
shall be settled by friendly negotiation. And should be take place in New
York at the New York Court of International Arbitration, if no settlement
can be reached, the case in dispute shall then be submitted for
arbitration to the International Chamber of Commerce in accordance
with the Rules of Arbitration of ICC.

The decision made by the commission arbitrators shall be accepted as

final and binding upon both parties. The fee for arbitration shall be borne
by the losing party unless otherwise awarded by the commission.

14. CHOICE OF LAW:

The contract shall be governed by and construed in accordance with the

laws of the New York USA Court of International Arbitration, without
regard to principles of choice of law.

15. TAXES AND TARIFFS:

Any taxes, tariffs and duties whether existing or new on the Antimony
Red Liquid Mercury or on commercial documents relating thereto or on
the cargo itself, imposed in the country of origin shall be borne by the
Seller.
Any taxes, tariffs and duties whether existing or new on the Antimony
Red Liquid Mercury or on commercial documents relating thereto or on
the cargo itself, imposed in the country of discharge and shall be borne
by Buyer.

16. LICENSES:

Buyer undertakes that all the necessary import licenses, codes, laws and
all other authorizations required for the Antimony Red Liquid Mercury
have been obtained (and/or will be obtained) for the entire quantity
covered by this contract. Buyer furthermore guarantees that such
licenses will remain in force for the full life of this contract.

17. ASSIGNMENT:

Without the prior written consent of the other party, which shall not be
unreasonably withheld, neither party may assign or create a trust or
otherwise transfer its rights or obligations under this contract in full or in
part, except that the Buyer and its assigns may without such consent
assign all or a portion of their rights to receive and obtain payment
under this contract in connection with bank funding arrangements.
 18. THIRD PARTY RIGHTS:

Any person who is not a party to this contract may not enforce any term
of it.

19. DEFAULT:

Strictly without prejudice to the rights and remedies of the parties in law,
the parties shall have the following additional rights and remedies upon
the occurrence of an event of default.

For the purposes of this clause, an event of default (“Event of Default”)

shall mean any of the following:

(i) The failure of the Seller to comply with any terms

under this contract and such failure remains
uncured for 3 (three) Business Days following
written notice thereof;
(ii) The inability or admitted inability or declared
inability of a party to pay its debts as they fall due
or declaration under any applicable law or if the
value of a party’s assets is at any time less than
the amount of its liabilities (taking into account
contingent and prospective liabilities);

(iii) The institution or commencement or the threat of

commencement of any corporate action or legal
proceedings in respect of a party in relation to the
suspension of payments, any moratorium of any
indebtedness, dissolution, administration,
reorganization, composition, compromise,
arrangement with creditors, winding up,
liquidation, receivership, compulsory management
or bankruptcy or any analogous procedure in any
jurisdiction;

(iv) The occurrence of a material adverse change in

the financial standing or creditworthiness of the
Seller, or of any party supporting or purporting to
support, guarantee and/or fulfill any of the
obligations of the Seller whether by means of a
credit support instrument or otherwise (the “Credit
Support Provider”) when compared to the Seller’s
or a Credit Support Provider’s financial standing as
at the date of this contract, which change, in the
sole opinion of the Buyer, affects the Seller’s or
 the Credit Support Provider’s ability to perform its
financial obligations in respect of this contract.

For the purposes of this clause, the terms “Defaulting Party” and “Seller”
shall include any of the Seller’s Affiliates.

Upon the occurrence of an Event of Default with respect to a party (the

“Defaulting Party”) and irrespective of whether or not an Event of
Default is continuing, the other party (the “Non-Defaulting Party”) may
in its sole and absolute discretion and notwithstanding any implied terms
arising by virtue of prior contrary course of dealing or rule of law or
doctrine to the contrary:

(i) Notify the Defaulting Party of a delivery

termination date (which shall be no earlier than
the date of such Notice and no later than 20
(twenty) Days after the date of such Notice) on
which the delivery in respect of which the Event of
Default has occurred shall terminate (the
“Delivery Termination Date”); and/or

(ii) Notify the Defaulting Party of a contract

termination date (which shall be no earlier than
the date of such notice and no later than 20
(twenty) days after the date of such notice) on
which this contract and the transactions
 contemplated hereunder shall terminate (the
“Contract Termination Date”); and/or

(iii) Withhold any payments due to the Defaulting

Party until such Event of Default is cured: and/or

(iv) Suspend performance of its obligations under this

contract until such Event of Default is cured.

If a notice of a Delivery Termination Date or a Contract Termination Date

(a “Termination Date”) is given under this clause: (i) the Termination
Date will occur on the designated date whether or not the relevant Event
of Default is then

Continuing; and (ii) any accrued rights or obligations that have arisen
prior to the Termination Date shall not be affected.

If an Event of Default occurs and/or a Termination Date is established,

the Non-Defaulting Party may (in its absolute discretion) set off any or all
amounts whether present or future, actual or contingent which the
Defaulting Party owes to the Non-Defaulting Party (whether under this or
any other contract and/or on any other account whatsoever) against any
or all amounts which the Non-Defaulting Party owes to the Defaulting
Party (whether under this or any other contract and/or on any other
account whatsoever). Notwithstanding any rule or provision in this
contract to the contrary, the Non-Defaulting Party shall not be required
to pay to the Defaulting Party any net amount due to a delivery
termination or a contract termination until the Non-Defaulting Party
receives confirmation satisfactory to it in its reasonable discretion that (i)
all amounts due and payable as of the Termination Date by the
Defaulting Party under this contract and/or on any account whatsoever
with the Non-Defaulting Party have been fully and finally paid, and (ii) all
other obligations of any kind whatsoever of the Defaulting Party to make
any payments (including but not limited to payments of damages) to the
Non-Defaulting Party under this contract and/or on any account
whatsoever which are due and payable as of or as a consequence of the
Termination Date have been fully and finally performed.

20. LIMITATION OF LIABILITY:

Neither the Seller nor the Buyer shall be liable, whether in contract or in
tort or otherwise, for indirect, consequential or special damages or
losses of whatsoever nature, however caused.

21. INCOTERMS:
Insofar as not inconsistent herewith INCOTERMS 2021 (and any later
amendments thereto) shall apply to this contract.

22. CHANGE OF CONTROL:

In the event of any actual or prospective change in the organization,

control or management of the Buyer or the Seller, including without
limitation, a change to the majority shareholding or privatization or
equivalent process, subject always to clause 21. DEFAULT, this contract
will not be changed or in any way modified and shall continue in full
force and effect.

23. NOTICE:

No notice or communication with respect to this contract shall be

effective unless it is given in the English language in writing, or Spanish,
and delivered or sent by facsimile or electronic mail to the other party at
the address set out herein, or to such other address as each party
otherwise notifies the other party.

Notices given by first class mail shall be deemed to have been delivered
when received. Notices sent by facsimile or electronic mail shall be
deemed to have been received upon completion of successful
transmission if sent during normal office hours at the place of receipt.
Any facsimile or electronic mail transmitted outside of normal office
hours at the place of receipt shall be deemed to have been received on
the next Business Day.

All notices, requests and other communications hereunder shall be

addressed:

If to Seller: Email: cristian@didechemicals.com

If to Buyer: Email:

Notwithstanding any other provision of this contract, if, at any time,

Seller and/or any of its Affiliates fails to make any payment due to Buyer
and/or any of its Affiliates, whether under this contract or any other
contracts between the parties, Buyer shall be entitled to withhold, set off
or deduct any sum either under this contract or any other contracts then
in force; provided that such deduction shall not exceed the aggregate
value of the goods and the sums due under the contracts. Such
withholdings or deduction may be applied by Buyer automatically in
diminution of its claims against Seller in respect of any such failure to
pay or perform any part of a contract.
 24. WAIVERS:

No amendment, modification or waiver of any provision of this contract

or of any right, power or remedy shall be effective unless made
expressly and in writing.

No waiver of any breach of any provision of this contract shall: (a) be

considered to be a waiver of any subsequent or continuing breach of
that provision; or (b) release, discharge or prejudice the right of the
waiving party to require strict performance by the other party of any
other provisions of this contract.

25. SEVERABILITY:

The invalidity, illegality or unenforceability of any one or more of the

provisions of this contract shall in no way affect or impair the validity
and enforceability of the other provisions of this contract.

26. CONFIDENTIALITY:
The existence of and terms of this contract shall be held confidential by
the parties save to the extent that such disclosure is made to a party’s
banks, accountants, auditors, legal or other professional advisers, or as
may be required by law, a competent court or a liquidator or
administrator of a party, or the other party has consented in writing to
such disclosure.

27. COUNTERPART:

This contract may be executed in one or more counterparts but shall not
be effective until each party has executed at least one counterpart. This
contract may be delivered by facsimile or other electronic means. Each
counterpart shall constitute an original of this contract, but all the
counterparts shall together constitute but one and the same instrument.

28. ENTIRE AGREEMENT:

This contract constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes any previous
agreements between the parties relating to the subject matter. Each
party acknowledges and represents that it has not relied on or been
induced to enter this contract by any representation, warranty or
undertaking other than those expressly set out in this contract. A party
is not liable to the other party for a representation, warranty or
undertaking that is not expressly set out in this contract.

29. CONTRACT REVISION

Any amendment or modification to this contract shall be made in writing

via addendum and subject to confirmation by the contracting parties.

IN WITNESS WHEREOF the parties have executed this document as of

the respective dates specified below with effect from the Effective Date
specified on the first page of this document.
SELLER

DIDE CHEMICALS AND LOGISTICS Llc.

Holder of USA PASSPORT Number:

Address: One Penn Plaza, 36th Floor, New York, NY 10119

Authorized Signature, January 11th, 2024

_________________________________

CEO
BUYER

XXXXXXXXXXXXXXXXXXXXXXXXXXXX

Authorized Signature, January 11th, 2024

_________________________________

XXXXXXXXXXXXXXXXXXXXX -

PASSPORT: XXXXXXXXXXXXX