Memorandum of Understanding & NCNDA agreement

WHEREAS the undersigned wish to enter into this agreement to define certain parameters of the
future legal obligations, are bound by a duty of Confidentiality with respect to their sources and
contacts. This duty is in accordance with the International Chamber of Commerce.

WHEREAS the undersigned desire to enter a working business relationship to the mutual and
common benefit of the parties hereto, including their affiliates, subsidiaries, stockholders,
partners, co-ventures, trading partners, and other associated organizations (hereinafter referred
to as “Affiliates”).

NOW THEREFORE in consideration of the mutual promises, assertions and covenants

herein and other good and valuable considerations, the receipts of which is acknowledged hereby,
the parties hereby agree as follows:

1. OBJECT OF THIS MoU AGREEMENT

We refer to all activities related to the process of raw materials object(s) - hereinafter referred to as
"OBJECT" - as of all the activities related to the process of raw materials and minerals trading, such as
(not exhaustively) intermediation, acquisition, logistic, customs clearance, packaging, client search,
financial contracts management, clients and supplier's financial related services, goods tracking and
certification. In particular, the parties agrees that the scope of this activity is related to minerals
activities such as Copper and Cobalt (but this agreement can be tacitly extended to other minerals)
that are extracted and/or treated in the Republic Democratic of Congo then
transported/stocked/commercialized/exported anywhere.
The PARTIES shall exchange confidential information relating to the OBJECT in accordance with the
provisions of this confidentiality agreement.
For the purpose of this Agreement, “Confidential Information” means all information of the
Disclosing party, whether commercial, financial, technical or otherwise, including, but not limited to,
inventions, discoveries, trade secrets, ideas, concepts, know-how, techniques, software applications and
methodologies disclosed to the Recipient in connection with the Purpose (whether disclosed orally, in
documentary form, by demonstration or otherwise) which is contained in any form whatsoever
(including without limitation data, drawings, films, documents and computer readable media) and
which has been identified as confidential or would be understood to be confidential by nature.

2. TERMS AND CONDITIONS

A. The parties will not in any manner solicit, nor accept any business in any manner from
sources or their affiliates, which sources were made available through this agreement, without
the express permission of the party who made available the source and,
B. The parties will maintain complete confidentiality regarding each other business sources and/or
their Affiliates and will disclose such business sources only to the named parties pursuant to
the express written permission of this party who made available the source, and,
C. That they will not in any of the transactions the parties are desirous of entering into and do,
to the best of their abilities assure the other that the transaction codes established will not be
affected.
D. That they will not disclose names, addresses, e-mail address, telephone and tele-fax or
telex numbers to any contacts by either party to third parties and that they each recognize
such contracts as the exclusive property of the respective parties and they will not enter into
any direct negotiations or transactions with such contracts revealed by the other party and

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 E. That they further undertake not to enter into business transaction with banks, investors,
sources of funds or other bodies, the names of which have been provided by one of the
F. Parties to this agreement, unless written permission has been obtained from the other party
(ies) to do so. For the sale of this agreement, it does not matter whether information
obtained from a natural or a legal person. The parties also undertake not to make use of a
third party to circumvent this clause.
G. That in the event of circumvention of this Agreement by either party, directly or indirectly, the
circumvented party shall be entitled to a legal monetary penalty equal to the maximum service it
should realize from such a transaction plus any and all expenses, including but not limited to all
legal costs and expenses incurred to recover the lost revenue.
H. All considerations, benefits, bonuses, participation fees and/or commissions received as a
result of the contributions of the parties in the Agreement, relating to any and all transactions
will be allocated as mutually agreed.
I. This Agreement is valid for any and all transaction between the parties herein and shall be
governed by the Enforceable law in All Commonwealth Countries, European Union
Countries, USA Courts, Congolese Courts o r under Swiss Law in Zurich, in the event of
dispute, the arbitration laws of states will apply.
J. The signing parties hereby accept such selected jurisdiction as the exclusive venue. The
duration of the Agreement shall perpetuate for three (3) years from last date of signing.
K. Return of documents: At the request of either PARTY, the other PARTY shall at all times return
confidential information
Received from the requesting PARTY or one of its representatives without retaining any copy of the
same or
destroying the confidential information concerned, unless otherwise required by mandatory law.
At the request of either PARTY, the other PARTY shall at all times return confidential information
received
from the requesting PARTY or one of its representatives without retaining any copy of the same or
destroying the confidential information concerned, unless otherwise required by mandatory law.

3. AGREEMENT TO TERMS

A. Signatures o n this Agreement received by the way of Facsimile, Mail and/or E-mail
shall be an executed contract.
Agreement enforceable and admissible for all purposes as may be necessary under the terms of
the Agreement.
B. All signatories hereto acknowledge that they have read the foregoing Agreement and by their
initials and signature that they have full and complete authority to execute the document for
and in the name of the party for which they have given their signature.

4. ACCEPTED AND AGREED WITHOUT CHANGE

(Electronic signature is valid and accepted as hand signature)

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This confidentiality Agreement (hereinafter called the « the agreement ») is between:

Name: Rossi KANT- FUEGO

Address: 174, Quartier 4 (Réf: Hopital Militaire INAZA), Lubumbashi, Province du Haut-Katanga, RDC
Telephone: +243994801702 or +243850490837
E-mail: rossikantafuego@gmail.com
Date: Tuesday, March 15th, 2022
Sign / Seal

And

Name: Israël LWAMBWA KAZADI NKOLE

Address: 29, Avenue Kabwe/Quartier Bel-Air, C/Kampemba, Province du Haut-Katanga, RDC
Telephone: +243990866345 or +243900232444
E-mail: lwambwa.israel@gmail.com
Date: Tuesday, March 15th, 2022
Sign / Seal

And

Company: Karibu Minerals sarl

Name: Ndagano NYAMWERU
Address: 003, Avenue des Sports, Commune d’Ibanda, Bukavu, South-Kivu, D.R.Congo
Telephone: +243976363103
E-mail: nn@karibuminerals.com and (cc) ndagano.nyamweru@gmail.com
Date: Tuesday, March 15th, 2022
Sign / Seal