CHARTER AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

WEST BAY SHIPPING MARINE CORPORATION, a corporation organized and existing under
and by virtue of the laws of the Republic of the Philippines with office address at No. 7 Umali Road
Umali Compound Summitville Putatan, Muntinlupa City, represented herein by its President, Eng’r
Rommel S. Tiamson, hereinafter referred to as the CHARTERER or OPERATOR.

-and–

GLOBAL MIN-MET RESOURCES, INC. a business corporation duly organized and existing by
virtue and under the laws of the Republic of the Philippines with office address at Unit 1202B
Kepwealth Center Samar Loop, Cebu Business Park, Cebu City, represented in this instance by its
Authorized Representative, Lam Yi Hung, hereinafter referred to as CHARTERER.

WITNESSETH

The CHARTEREE is the OWNER/OPERATOR of LCT AMAYA 02 or substitute hereby referred

to as the “VESSEL” or “LCT” with all its complement and more particularly described as follows:

LOA : 60.20M
BREADTH : 15.20M
DEPTH : 3.50M
CARGO SPACE : 40.00M x 15.00M
RAMP : 10.00M x 5.50M
Minimum Nickel Ore loading capacity: 1200MT

The OPERATOR has fully learnt that the sea conditi on of the LCT, its working
area, including the ocean currents, weather that guarantees the LCT is in seaworthy
conditi on upon execution of this AGREEMENT..

The OPERATOR hereby leases, and the CHARTERER hereby hires the Vessel (or acceptable
substitutes) subject to the following terms and conditions contained in this Time Charter Agreement
(hereby referred to as the “Agreement”), detailed as follows:

1. PERIOD, PORT OF DELIVERY/TIME OF DELIVERY

Port of Delivery/On-hire : Homonhon Island, Eastern Samar
Port of Redelivery/Off-hire : Homonhon Island, Eastern Samar
Route/Trading : Homonhon Island, Eastern Samar
Charter Commencement Date : October 18, 2022 (Arrival at Homonhon)
Charter Expiration Date : November 11, 2022
Time Charter Period / Term : Twenty Five (25) Days
Intended Cargo/utilization : Nickel Ore

In the event any of the details pertaining to Period, Port of Delivery, Port of Redelivery,
Route, Charter Commencement and Expiration Date, Charter Period and/or Cargo should change

Page 1 of 10
prior written approval of both OWNER and CHARTERER must first be obtained, subject however to
other provisions of this Agreement.

Charter Period shall commence and Vessel shall be deemed to be on-hire, upon Vessel’s
arrival at Port of Delivery. Charter Period shall cease as Vessel shall be deemed to be off-hire at Port
of Redelivery.

The CHARTERER may pre-terminate this agreement any time prior to its date of expiration
by giving the OWNER at least SEVEN (7) days written notice prior to the intended date of pre-
termination and pay the CHARTEREE the corresponding cancellation fee equivalent to 50% total
contract agreement.

2. TRADE

The Vessel shall be employed and utilized only in lawful trades for the carriage of the Charterer’s
lawful merchandise in the Route as specified and indicated under Section 1 above and for voyages to
and from stated areas, and its vicinity, up to a Maximum Radius of 10 Nautical Miles from stated
areas, and always only between good and safe ports or places where the Vessel can safely navigate
and safely lie always afloat.

No livestock, injurious, flammable, potentially explosive or dangerous goods (such as acid

explosives, calcium carbide, Ferro silicon, naphtha, motor spirits, tar or any of their products, and
the like) shall be loaded and shipped using the Vessel.

The Vessel shall be utilized only within its safe operational limits, and shall not be utilized to
carry any cargo which would potentially damage the Vessel. The Vessel shall not be utilized to carry
any cargo which would be in violation of any Local or National Laws or Regulations. The Vessel shall
not be made to dock, berth, sail or operate under conditions which would expose the Vessel to
abnormal risks of damage, as evaluated by the Vessel Master.

No passenger whether paying or non-paying in excess of the allowed number designated by the
proper regulating authorities shall be allowed to be carried or caused to be carried in the Vessel. The
Vessel shall not operate as or operate in the likeness of a passenger ferry. To further clarify, only the
Vessel’s duly authorized Crew, the OWNER’s duly authorized representative, and the CHARTERER’s
duly authorized representative, shall be allowed on-board the Vessel during voyage/sailing. Other
person to be on-board the Vessel during voyage/sailing must first obtain the necessary clearances or
permits from the relevant authorities. If CHARTERER is to assign any of its representative to be on-
board the Vessel during operations, then CHARTERER shall be responsible for obtaining all necessary
permits and clearances for Charterer’s representatives to be legally present on-board the Vessel
during operations.

The CHARTERER shall not load on the Vessel any cargoes beyond the barge load line markings,
nor shall it load cargoes other than those contemplated and identified under Section 1 above. The
CHARTERER shall likewise not load on the Vessel cargoes banned or considered illegal by the
government, or any corrosive materials and flammable substance.

The CHARTERER hereby warrants and guarantees that it has all the legal rights under Philippine
Laws to load and ship such Cargo using the Vessel.

Page 2 of 10
 3. OWNER TO PROVIDE

The OWNER shall provide and pay for all provisions and wages of the Vessel’s crew, for marine
hull insurance of the Vessel, for all deck and engine room stores and likewise to maintain the Vessel
in a thoroughly efficient state in hull and machinery during its service.

4. CHARTERER TO PROVIDE

The CHARTERER shall pay and supply for all fresh water, port charges, representation, pilotages
(whether compulsory or not), tug assistance, canal dock and other dues at the ports of delivery and
re-delivery, as well as at all other ports which Vessel may be made to dock or call (unless incurred
through cargo carried before delivery or after re-delivery). The CHARTERER shall also arrange and
pay for loading, trimming, stowing (including steel doubler on deck where the crane or heavy
equipment is in place), dunnage and shifting boards, unloading, weighing, tallying and delivery of
cargoes, surveys (on-hire and off-hire), hatches, meals and supplies to officials and men in their
service and all other charges and expenses whatsoever.

All ropes, cables, slings, pallet, tarpaulins and special runners used for loading, discharging,
stowage, trimming, lashing and any special gear, including special ropes, hawsers and chains
required by Customs and authorities of the Port for mooring or berthing, shall be for the account of
the CHARTERER.

All hooks, tensioners, shackles, and any other equipment, tools or accessories required for the
safe and adequate lashing to secure Cargo loaded on board the Vessel during sailing shall be
provided, installed and be under the responsibility of the CHARTERER.

In the event Vessel shall be made to dock ship-side along any other third-party vessels,
CHARTERER shall likewise provide for any ropes, slings, special runners, and any special gears, special
ropes, hawsers and chains, as well as protection fenders, which may be required by the third-party
vessel or which may be required by the Vessel Master to ensure safety.

In the event that there should be any taxes, levies, charges or any other legal cost imposts on
the Cargo loaded upon the Vessel, or in the event that there should be any permits, clearances or
other documentary requirements in relation to the Cargo loaded upon the Vessel, all such shall be
responsibility of the CHARTERER.

All equipment, machinery, and manpower required for the actual handling of Cargo during
loading and unloading shall be for the account of the CHARTERER.

All permits, licenses, rights of way, and all other documents and things whatsoever needed in
order to operate, transport or mobilize the Vessel from the Port of Delivery to the point where
Vessel is to operate, as stated in this Agreement, and then back to the Port of Re-Delivery, will be
secured, arranged, and provided by the OPERATOR at its own expense.

CHARTERER shall be responsible for proper safekeeping and security of the Vessel and Vessel’s
Crew at all times the Vessel is at the CHARTERER’s designated location and/or at all times that the
Vessel is in the service of the CHARTERER. In case of adverse weather and sea conditions, the
CHARTERER shall allow the Tug master to anticipate potential problems and take shelter for the
Vessel during the period of adverse weather and sea conditions. During such periods, Vessel shall be
considered to be continuously on-hire and the effective Charter Rate shall continue to be paid.
Page 3 of 10
 5. FUEL/LUBRICANT

The CHARTERER shall pay the OPERATOR a total of Five Hundred Thousand Pesos Only (PHP
500,000.00) for diesel and demobilization of the LCT. Any excess on diesel consumption shall be for
the account of the OPERATOR. As agreed upon by both parties, cost of lubricating oil shall be equally
divided between the OPERATOR and CHARTERER, the supply shall be for the account of OPERATOR.

Fuel and Lubricating Oil shall at all times comply with the Philippine Department of Energy
Standards for ADO Fuel and Lubricating Oils suitable for Marine Diesel Engine.

6. HIRE/FEES

The CHARTERER shall pay as hire in favor of the CHARTEREE the Charter Rate of One Million One
Hundred Twenty Five Thousand Pesos Only (PHP1,125,000.00) for the period of Thirty (25) Days
hire only, VAT exclusive.

The CHARTERER shall pay the OPERATOR a total of Five Hundred Thousand Pesos Only (PHP
500,000.00) for diesel and demobilization of the LCT.

Full Payment to be remitted to:

Account Name : WEST BAY SHIPPING MARINE CORPORATION
Acct #. : 1464-70003739
Bank Name : PNB Uratex Muntinlupa City

The CHARTERER shall engage the services of the OWNER on a TIME-CHARTER Basis for a
minimum period as stated and defined by the Time Charter Period / Term defined in Section 1 of this
Agreement, which term or period may be renewable subject to the negotiations and supplemental
or additional agreements between the OWNER and CHARTERER.

In default of payment, the OWNER has the right to withdraw the Vessel from the service of the
CHARTERER without notice and protest, without interference by any Court, without the need to seek
any legal proceedings or any other formality whatsoever and without prejudice to any additional
claim the OWNER may otherwise have against the CHARTERER under this Agreement.

Payment made in favor of OWNER shall not be subject to deduction of Withholding Tax, for as
long as OWNER can provide CHARTERER with valid documentation supporting OWNER’s Income Tax
Free Incentives/Status granted by the Philippine Government.

7. SUSPENSION OF HIRE

In the event of dry-docking or other necessary measures to maintain the efficiency of the Vessel,
deficiency of men or OWNER’s stores, breakdown of machinery, either hindering or preventing the
working of the Vessel, and continuing for more than twenty-four (24) accumulated hours within a
one-month (30-day) time frame, no hire shall be paid in respect of any time lost beyond the twenty-
four (24) consecutive hour period within a one-month (30-day) time frame, during the period in
which the Vessel is unable to perform the service immediately required. However, if the Vessel
exceeds (5) days that it cannot operate and is unable to perform the service within the charter
period, the CHARTERER has the right to terminate the contract and the OPERATOR shall refund the
remaining days of the agreement.

Any hire paid in advance shall be adjusted accordingly. In the event of the Vessel being driven
into the port or to anchorage through stress or weather, trading to shallow harbors or to rivers or

Page 4 of 10
ports with bars or suffering an accident to the cargo, any detention of the Vessel and expenses
resulting from such detention shall be for the CHARTERER’S account.

8. OPERATION REPAIR & MAINTENANCE

The OPERATOR shall be responsible for the vessel insurance, while cargo insurance shall be for
the account of the CHARTERER.

The CHARTERER shall be responsible for the repair of damages to the ramp, bulwarks and cargo
deck or any damage incurred by the Vessel, except for the damages incurred from ordinary wear and
tear during the course of the Time Charter and lighterage operations. The Vessel shall continue to be
on hire during the course of said repairs. Likewise, the CHARTERER shall hold the OWNER free and
harmless of liability for damages caused to third party and/or foreign vessels during operations.
However, if all the above risks and responsibilities or any other damages / losses caused by
OPERATOR, including its crew, employees, LCT’s breakdown and those out of control of the
CHARTERER, shall be counted as OPERATOR’s liability.

The Vessel shall be re-delivered upon the expiration of the rental in same good order as it was
when delivered to the CHARTERER. Any damages to the Vessels resulting from the negligence of
CHARTERER’s personnel, representative or stevedores shall be repaired at CHARTERER’S expenses
prior to redelivery.

The CHARTERER shall, at their expense, have the option of making structural alteration or
modifications to the vessel or installing additional equipment with the written consent of the
OWNER. The Vessel is to be redelivered, at the CHARTERER’s expense, to her original condition. The
Vessel is to remain on hire during any period of these alterations or reinstatement. The CHARTERERS
shall at all times be responsible for repair and maintenance of any such alteration or additional
equipment.

9. RE-DELIVERY

The Vessel shall be re-delivered upon the expiration of the Charter in the same good order as it
was when delivered to the CHARTERER (fair wear and tear excepted) at port of redelivery.

The CHARTERER shall give the OWNER not less than SEVEN (7) DAYS written notice prior to the
vessel’s redelivery.

10. CARGO SPACE

The whole reach and burden of the Vessel which includes lawful cargo deck capacity, and access
to and from cargo deck areas, shall be at the CHARTERER’s disposal, reserving proper and sufficient
space for the Vessel’s Master, Officer, crew, tackle, apparel, furniture, provisions and stores.

Cargo shall be stored and stocked only inside lawful cargo deck areas and only up to loads within
the safe operating capacity of the Vessel as stated in this Agreement.

Sweeping and cleaning the Vessel cargo hold and Forward Ramp, as well as the areas
surrounding the cargo hold, after discharging shall be for the account of the CHARTERER.

11. MASTER & BILLS OF LADING & HANDLING OF CARGO

The Master shall execute all voyages with the utmost dispatch and shall render customary
assistance together with the Vessel’s crew.

The CHARTERER shall perform and execute all cargo handling and cargo handling related
operations at its expense during loading and discharging of cargo, but always under the supervision
and control of the Master.
Page 5 of 10
 If required, Master is to sign the Bills of Lading for the cargo, as presented in conformity with the
Vessel’s Master, Vessel’s Mates or Vessel’s Tally Clerks receipt.

The OWNER shall not be responsible for shortage, mixture, marks, nor for the number of pieces
or packages, nor for the damage to or claims on cargoes caused by bad stowage or otherwise. If the
CHARTERER has reason to be dissatisfied with the conduct of the Master, Officers or Engineers, the
OWNER, upon receiving particulars of the complaint from the CHARTERER, shall promptly investigate
the matter and if necessary, make appropriate changes in the appointments.

The CHARTERER shall indemnify the OWNER against all consequences or liabilities arising from
the Master Officer’s or agents signing Bills of Lading or other documents from irregularity in the
Vessel’s payees or over carrying goods.

12. LIEN & PRE-TERMINATION OF AGREEMENT

In the event that the OWNER should Pre-Terminate this Agreement, due to failure of the
CHARTERER to fulfill CHARTERER’s obligations under this Agreement, then OWNER shall have a lien
over any cargo on-board the Vessel at such time of Pre-Termination. If the OWNER elect not to
exercise or enforce its lien over any cargo on-board the Vessel at such time of Pre-Termination, then
CHARTERER shall remove all said cargo on-board the Vessel within a maximum duration of Three (3)
Calendar Days. Such removal shall be implemented in a manner which is safe and which will not
damage the Vessel or any part thereof. All costs in relation to said removal shall be on account of
CHARTERER.

In the event that the CHARTERER should Pre-Terminate this Agreement, due to failure of the
OWNER to fulfill its obligations that can lead the vessel to unable to operate and is unable to
perform the service under this Agreement, then CHARTERER shall have a lien over the Vessel to an
extent equivalent only to all money paid in advance but for which the corresponding Charter Service
has not yet been rendered by the OWNER. However, if the OWNER should refund the CHARTERER
for the equivalent proportionate amount of money received in advance but for which Charter
Service has not yet been rendered, then any lien by the CHARTERER on the Vessel shall then
effectively and immediately be extinguished.

CHARTERER shall not perform any act to represent itself as the owner of the Vessel, and shall
not perform any act to encumber the Vessel or any part or portion of the Vessel in anyway
whatsoever with any other third parties.

OWNER shall retain the right to Pre-Terminate this Agreement in case of failure of the
CHARTERER to fulfill its obligations under this Agreement. OWNER may exercise such right of Pre-
Termination by providing CHARTERER written notice of Pre-Termination. Upon Pre-Termination of
this Agreement, OWNER shall have the right to withdraw the Vessel from the service of the
CHARTERER. Any and all payments due in favor of OWNER prior to such Pre-Termination shall be
honored and paid immediately by CHARTERER in favor of OWNER upon Pre-Termination.

The CHARTERER agrees to hold the OWNER free and harmless from any and all suits, action, and
proceedings arising out of or in connection with the use and operation by the CHARTERER of the
vessel. In the event of a lawsuit filed against the OWNER on account of the use and operation of the
vessel by the CHARTERER, the latter agrees to indemnify the OWNER for all the expenses and
damages the OWNER may incur defending itself against the lawsuit.

The CHARTERER shall be entitled to appoint a Supercargo, who shall accompany the vessel and
see that the cargoes and voyages are prosecuted with due dispatch.

The CHARTERER shall, in writing, furnish the Vessel Master from time to time with all
requirements, instructions and sailing directions, and the Master shall keep full and correct deck
Page 7 of 9 and engine logs of the voyages. Vessel Master shall furnish the CHARTERER or
Page 6 of 10
Supercargo with a copy of such deck and engine logs, as may be required by CHARTERER or
Supercargo from time to time, within the duration of the Time Charter.

The Vessel shall have the liberty to sail with or without pilots, to tow and be towed, to assist
Vessels in distress and deviate for the purpose of saving life and property, subject to the professional
discretion of the Vessel Master.

Vessel’s Master and Crew shall exert all efforts to facilitate CHARTERER’s utilization of the
Vessel. However, if at any time within the duration of this Agreement, the Vessel Master should
deem it unsafe or unfit to proceed with implementing instructions of the CHARTERER as to the use
and operation of the Vessel, then Vessel’s Master shall have the right to exercise Master’s discretion
to abort or hold in abeyance implementing such instructions of the CHARTERER, so as to save the
Vessel, Vessel’s Cargo or Vessel’s Crew from what the Vessel Master deems to be imminent harm.
Vessel shall continue to be on-hire and the Charter Rate shall continue to be in effect under such
circumstances.

13. SUBCHARTERING

The Vessel may be subchartered by the CHARTERER strictly within the terms of this Agreement.
Any such Subcharter must comply with all the terms and conditions of this Agreement. The
CHARTERER shall hold the OWNER free and harmless from any and all claims that may arise due to
damages caused by the negligence or fault of the Sublessor to any third party, arising out of or in
connection with the use and operation of the Vessel.

The CHARTERER shall furnish the OWNER any Subcharter Agreement it shall enter into involving
the Vessel subject of this Agreement, and shall first obtain the written approval of the OWNER prior
to executing and entering into such Subcharter Agreement.

Obligations of the CHARTERER under this Agreement shall stay valid and binding and shall not be
waived or in any way be diminished by any Subcharter arrangements which CHARTERER may enter
into.

14. WARS AND INSURGENCY

The Vessel shall not be ordered and not be made to enter:

a. Any place where fever or epidemics are prevalent or to which the Master, Officers and
crew by law are not bound to follow the Vessel.
b. The Vessel shall not be ordered nor continue to any place or any voyage, nor be used on
any service, which will bring her within a zone which is dangerous as a result of any
actual or threatened act of war, terrorism, insurgency, war hostilities, warlike
operations, acts of piracy or of hostility or malicious damage against this or any other
vessel or its cargo by any person, body or state whatsoever, revolution, civil war, civil
commotion, nor to be exposed in any way to any risks or penalties whatsoever
consequent upon the imposition of sanctions nor carry any goods that may in any way
expose her to any risk of seizure, capture, penalties or any other interference of any kind
whatsoever by belligerent or fighting powers or parties or by any government or ruler.
c. In particular, the Vessel shall not be ordered or be made to sail to the areas of Tawi-
Tawi, Sulu, Basilan, San Bernardino and Dinapigue, Isabela.

15. NON-WAIVER

The failure of the OWNER to insist upon a strict performance of any of any of the terms,
conditions, and covenants hereof shall not be deemed a relinquishment or waiver of any right or
remedy that the OWNER may have subject to this Agreement. No waiver by the OWNER shall be
deemed to have been made unless expressed in writing and signed by the OWNER.
Page 7 of 10
 16. ARBITRATION/DISPUTE RESOLUTION

If any dispute or disagreement shall arise between the Parties in connection with or arising out
of this Agreement, the Parties shall attempt to settle amicably such dispute by requesting, by written
notice from either Party to the other, that authorized representatives of Owners and Charterers to
meet and attempt to resolve the dispute within ten (10) calendar days of receipt of such notice. If
the dispute is not resolved despite such meeting, the aggrieved Party may seek commercial
arbitration after thirty (30) calendar days written notice to the other Party of its intention to do so.
The dispute shall be settled by arbitration in accordance with Philippine Dispute Resolution Center
Inc. (PDRCI) Arbitration Rules in force at the time of the commencement of the arbitration. As far as
practicable, the parties shall jointly appoint only one arbitrator accredited by PDRCI. Only when the
parties are unable to agree will the number of arbitrators be increased to three. The place of
arbitration shall be in PDRCI office in Taguig City, Philippines. The costs of the arbitration shall be
borne equally by the parties. In the event of litigation, the Parties hereto agree that the initial venue
of the case shall be in the proper courts in Makati City to the exclusion of all other courts of similar
jurisdiction.

17. VENUE OF ACTIONS

Any and all actions arising from this agreement shall be filed solely and exclusively in the
appropriate courts having jurisdiction over such within Makati City, with the exclusion of all other
courts.

Page 8 of 10
IN WITNESS WHEREOF, the PARTIES have hereunto affixed their respective signatures this date of
_________________2022 at Makati, Philippines.

- As Owner’s/ Operator - As Charterer

ENG’R ROMMEL S. TIAMSON Mr. LAM YI HUNG

President Authorized Representative

SIGNED IN THE PRESENCE OF:

___________________________ __________________________

ACKNOWLEDGMENT

BEFORE me, a Notary Public for and in ______________________, on this ___ day of
____________2022, personally appeared:

Name Identification Card & No. Date and place issued

ROMMEL S. TIAMSON DL D04-08-007796 _______________________

LAM YI HUNG _____________________ _______________________

known to me and to me known to be the same persons who executed the foregoing Charter Party
consisting of Nine (9) PAGES, including the page on which this acknowledgment is written, and who
acknowledged to me that the same is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL, on the date and place first above-written.

Doc. No.____;
Page No. ____;
Book No.____;
Page 9 of 10
Series of 2022.

Page 10 of 10