HEADS OF AGREEMENT for MASHAVA MINE (Lithium and Tantalum) VENTURE’S IN ZIMBABWE This Heads of Agreement is made on 1* August 2022 between the following parties: Africa Mine Sales (Pty) LTD (Reg. No. 2014/288518/07)) (* AMS-Broker’) 6 Winton Mews Ra, Howick KwaZulu-Natal Province Represented by Mr Gavin Eichler Email adds: gavin@AMS africa And Owner KCCB Mining Syndicate ( Owner”) Represented by Mr F Boko Email: faniboko@yahoo.com And Zim, Partners -Wulftech (Pty) LTD Represented by Ridwaan Cummings iis DRIVATE AND CONFIDENT! fa beEmail: ridwaanscummings@gmail.com 1. BACKGROUND 1.1. Collectively, AMS, Funders, Wulftech and MASHAVA shall be referred to as “Parties” or individually a ‘Party’ 1.2.AMS and MASHAVA have come together to jointly to source an equity Hunding partner for the Mashave Mining Claim in Zimbabwe. 1.3. AMS will secure the equity partners/ funding partners for the project in return for a 6% raising fee based on an asking price of $2 500 000 (Inclusive). 1.4. AMS and MASHAVA have agreed to pay a Royalty of $2/kg on all Tantalite sold and 4% commission on Lithium sold from mine. AMS will facilitate all the off-take agreements with their existing client base in South Africa and internationally. 2. MASHAVA will fill the role of mine owner and will be responsible for the following:~ 2.1. Supply of all the update licenses and land ownership agreement 2.2. Liaise with government officials for all export documentation 2.3. Will own a 30% share in the mine 2.4. Will re-invest 80% of the pay-out back into the mine operation and capex 2.5. Will secure a seat on the board and be part of the management team e FUNDER/EQUITY PARTNER will fil the role of mine operations partner and will be responsible for the following: - 3.1, Will own a 60% share in the mine 3.2. We pay MASHAVA Mine $2.5million for a 60% equity share in the mine 3.3. Will jointly invest additional funding into the mine if required 3.4. Will operate mine and secure all exports x WULFTECH will fill the role of mine owner and will be responsible for the following: 4.1. Will own a 10% share in the mine 4.2. Will secure a seat on the board 4.3. Will form part of the management team ga 2|Page PRIVATE AND CONFIDENTIAL5. BINDING NATURE 5.1.The Parties agree that these Heads of Agreement constitute a binding agreement between the Parties and shall create binding obligations between the Parties. Exclusivity shall be binding for 30 days after signing, thereafter, should no significant progress or commitment be made the agreement shall become null and void. 5.2. The Parties in favour to negotiate in good faith with each other and with all relevant authorities involved in the projects. 5.3, The Parties agree that any changes to the principles set out in this Heads of Agreement resulting from unforeseen circumstances shall be negotiated in good faith by the Parties with reference to the circumstances then prevailing 5.4. Each of the Parties hereby warrants that it has full legal capacity, authority and power, in terms of all corporate or statutory or regulatory rules and laws applicable to it, to enter into this Heads of Agreement and to perform its obligations hereunder. 6. SUPPORT AND HARDSHIP 6.1.1. The Parties undertake at all times to do all reasonable things, perform all reasonable actions and take all reasonable steps to procure the doing ofall 6.1.2. reasonable things, the performance of all reasonable actions, and the taking of all reasonable steps, as may be open to them and necessary or desirable or incidental to the putting into effect or maintenance of the terms, conditions, import and intent of these Heads of Agreement. 7. NOTICE AND COMMUNICATION 7.1.1. Each Party hereby chooses its domicile citandi et executandi for all purposes of and in connection with these Heads of Agreement as recorded on the first (1) page above. 8. GOVERNING LAW 8.1.1. This Heads of Agreement shall be govemed by and interpreted in all respects under the laws of the Republic of Zimbabwe. 9. DISPUTE RESOLUTION 3| Page PRIVATE AND CONFIDENTIA9.1.1. In the event of any dispute arising between the Parties in respect of the interpretation of, breach of and/or any other matter arising from this Heads of Agreement, the Parties will use their bona fide efforts to resolve such dispute in the first instance amicably amongst themselves and failing resolution within 30 (thirty) days of the dispute first having arisen, such dispute may be referred by any of the Parties by written notice to the others, for arbitration following the Rules of the Arbitration Foundation of South Africa for dispute resolution 10.COSTS AND INDEMNITY 11.8.1Each party is responsible for its own costs of negotiation, execution, and performance of this Heads of Agreement. 12.8.2All parties will keep records of costs incurred to compile this business plan/ project. These costs will be reimbursed to each partner on successful acquiring the funds. 13.9, COUNTERPARTS 13.1.1 The Parties may sign this Heads of Agreement in counterparts, the separately signed documents constituting together this Heads of Agreement. 14,10.EXECUTION 15.10.1 Signed on this —-day of 2022 by Africa Mine Sales Gavin Eichler- CEO ‘Who warrants that he is duly authorised hereto A yo22 by MASHAVA Mine CC. wo Who warrants that he is duly authorised hereto Fe. Qe 4|Pace PRIVATE AND CONFIDENTIALhe Sen Signed on this ——-day of °c" @ 022 by Wulftech @ = ners Who warrants that he is duly authorised hereto Signed on this -—--day of --------------2022 by Funder / Partner ‘Who warrants that he is duly authorised hereto S| Page PRIVATE AND CONFIDENTIAL