Copper Cathode

Subject: Copper Cathode LME Grade A – FCA/DAP Durban – Annual Contract

Dear Mr.

We are pleased to offer LME-grade A copper cathode under an annual contract, with monthly shipments of 5,000 MT for the first months and more after, starting with a 1,000 MT trial.

The pricing is set at LME minus 14%, on an FCA/DAP Durban, South Africa basis.

Payment shall be made via financial instruments such as Letters of Credit (SBLC).

Please find attached a draft LOI for your review, to be completed and signed at your earliest convenience.

We remain at your disposal for any further information.

Kind regards.

Barcelona group

Draft of

Letter of Intent for Electrolytic Copper Purchase

Seller’s Representative:

Charles Bruno Vellutini, Thierry Saes

Buyer

Joint Operating Entity of Company Buyer

Clause 1 Subject of the Contract

1. Product

Copper Cathode - HS Code: 74031100

2. Specifications

125 kg/Plate; Dimensions: 914mm × 914mm × 12mm

3. Quality

Copper Cathode, complying with LME Unregistered Grade "A" Standard, CU-CATH-1 (EN 1978:1998); Purity min.: 99.99%. Free from radioactive contamination. The Seller shall provide a copy of the business license with the official seal affixed and the quality inspection report of electrolytic copper products as attachments.

4. Purity

If the copper purity is lower than 99.97%, the Buyer has the right to reject the entire batch of goods.

5. Place of Origin

The Democratic Republic of the Congo, Zambia, and other countries

Clause 2 Quantity and Term

1. Trial Order

TRAIL: 1,000 MT for the first month as mutually agreed in the SPA.

2. Total Annual Quantity

SPA quantities: 4,000 to 5,000 MT for the following 11 months. Roll and extensible contract.

Total SPA quantity: 45,000 to 56,000 MT

Clause 3 Price Terms

Price: LME minus 14%

Order Price

The settlement price of the goods under this Contract shall be based on the average of the last five (5) trading days of the month preceding the billing date of the spot settlement price as published by the London Metal Exchange (LME) at its official close, minus valor en per cent to be defined between the Parties.

The final pricing unit is USD per metric ton.

The price for the trial order shall be calculated in the same manner.

Clause 4 Trade Terms

4.1 Delivery Term

FCA/DAP Durban’ Warehouse/Vessel

4.2 Point of Delivery

Durban’s Warehouse/Vessel, South Africa.

4.3 Insurance

The Seller shall insure the goods against Institute Cargo Clauses (A) (ICC(A)) and War Risk for 102% of the invoice value, with the Buyer as the beneficiary. The original insurance policy shall be presented together with the documents under the letter of credit.

Clause 5 – Payment Terms

5.1 SBLC Payment Method: The Parties express their mutual intention that the Trial Shipment and Subsequent Shipments shall be covered by an Irrevocable Standby Letter of Credit (SBLC – MT760), preferably transmitted via SWIFT MT760 at sight, with authorization of partial drawings. The intended features—including options for transferability or assignment of proceeds—shall be definitively fixed in the upcoming ICPO/SPA and remain subject to the issuing bank's final approval. The Beneficiary (Seller) reserves the right to review and approve the draft SBLC verbiage within 72 hours of receipt.

5.2 Payment against the following documents:

Full set of clean onboard ocean bills of lading (Clean B/L)

Quality and weight certificates issued by CIQ/SGS/Intertek/CCIC at Durban’s warehouse.

Commercial invoice, packing list, certificate of origin.

Clause 6 Inspection Clause Warehouse

Within 72 hours after the goods arrive at Durban’s warehouse, the Buyer has the right to entrust CIQ/SGS/Intertek/CCIC, or other to be defined, to conduct a reinspection. If the purity is less than 99.98% or the weight shortage exceeds 0.5%, the Seller shall refund the price difference or make up the delivery within 30 days.

Clause 7 Supply Chain Guarantee

The Seller confirms that the goods are directly supplied by LME LISTED smelters in Zambia/The Democratic Republic of the Congo (not second-hand goods from traders), and shall provide the Letter of Intent for Supply from Smelter as an attachment to this Contract.

The Buyer has the right to require the goods to be directly shipped to its downstream customers (e.g., the designated warehouse of Huaibei Mining Industry), i.e., the "back-to-back" document flow is permitted.

Clause 8 Seller's Warranties

1) The goods are not related to conflict minerals in the eastern part of the Democratic Republic of the Congo;

2) The goods, means of transport and insurance company are not on the sanction lists of OFAC/EU/UN;

3) Be responsible for applying for the Zambia Export Permit and the ICGLR Mineral Traceability Certificate.

4) The Seller shall cooperate to issue neutral documents (Third Party docs acceptable).

Clause 9 Effective Condition of this LOI

This LOI shall take effect only after all the following conditions are satisfied:

1) The Seller provides a valid Zambia company registration certificate, certificate of ownership of the bonded warehouse or mining right certificate;

2) (b) The Seller's bank issues an Anti-Money Laundering (AML) compliance confirmation letter;

3) (c) Approval by the Buyer's board of directors/shareholders' meeting (if applicable).

Clause 10 Dispute Resolution

Any dispute arising out of or in connection with this Contract shall be submitted to the Singapore International Arbitration Center (SIAC) for arbitration, with the arbitration language being English. This Contract shall be governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG); matters not stipulated in the CISG shall be governed by the laws of the Laws of England and Wales

Buyer

signature

Representative:____________Date: ____________Company Seal: ____________

List of Attachments

Buyer

Name:

Address:

Bank Account No.:

Depository Bank:

Invoice Receiving Email:

Documents:

1. Business License:

2. Passport of the Person-in-Charge