PURCHASE ORDER FINANCING AGREEMENT

This Purchase Order Financing Agreement (“Agreement”) is made this 23rd day of November 2023 by and
between Taltos & Gecko (PVT) Ltd, a South Africa limited liability company (“Taltos & Gecko”) 10 Selkirk
Street, Germiston, Gauteng, and Hesson Trading (PVT) Ltd, a Zimbabwe limited liability company (“Hesson
Trading”) AddressXYZ.

RECITALS

HESSON TRADING wishes to obtain from TALTOS & GECKO purchase order financing for certain
merchandise, and TALTOS & GECKO is willing to provide such purchase order financing to HESSON
TRADING.

HESSON TRADING and TALTOS & GECKO now wish to memorialize the terms and conditions upon which
such purchase order financing shall be provided to HESSON TRADING by TALTOS & GECKO.

WHEREAS, Hesson Trading engages in the supply chain of goods and from time to time receives purchase
orders from its customer Bikita Minerals (PVT) Ltd a Zimbabwe mining company.

WHEREAS, Hesson Trading requires financial assistance for the execution of said purchase orders;

WHEREAS, Taltos & Gecko is willing to provide financial support to Hesson Trading subject to the terms and
conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

FINANCING TERMS: The financing fee for this Purchase Order Finance Agreement is set at 13% of the
borrowed sum amount.

REPRESENTATIONS AND WARRANTIES

HESSON Trading’s Representations and Warranties

Hesson Trading represents and warrants to Taltos & Gecko as follows:

A) Hesson Trading’s Board of Directors/Management/Directors have duly authorized Hesson Trading

to enter into this Agreement which is a valid and binding obligation of Hesson Trading.
B) That Ngoni Shavi ID Number: xyz is duly appointed and authorized to sign the Purchase Order
Finance Agreement herein referred as the Agreement and will execute all obligations under the
agreement.
C) The execution, delivery, and performance of this Agreement by Hesson Trading does not conflict
with and is not in violation of any applicable law or other agreement of which Hesson Trading is a
party and Hesson Trading does not require the consent of any other party to enter into this
Agreement.
D) Hesson Trading undertakes to register the agreement with Zimbabwe Exchange Control Authorities
and comply with all manner of compliances to facilitate cross border transfer of money owed to
Taltos & Gecko, the registration must be completed within 30 days of signing the agreement.

2. APPLICATION FOR FINANCING AND PAYMENT TO TRADE VENDORS:

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APPLICATION FOR FINANCING:

A) Upon the receipt of a purchase order, Hesson Trading may apply for Purchase Order Financing from
Taltos & Gecko. The application shall include proof of the purchase order, along with any additional
documentation deemed necessary by Taltos & Gecko. Taltos & Gecko shall, at its sole discretion,
respond within a reasonable time with either an acceptance signed form or a rejection to finance
the order form.
B) Payment to Trade Vendors: Taltos & Gecko shall pay funds to the Trade Vendors, from time to time,
pursuant to the following procedure:

ORDER FINANCE REQUEST:

Hesson Trading will deliver to Taltos & Gecko purchase orders from their customer and invoices from the
Trade Vendors with written instructions to Taltos & Gecko to pay such purchase orders/invoices (the “Order
Financing Request”). The Financing Request shall include wire instructions for the payment. Taltos & Gecko
shall pay funds to the Trade Vendors, in accordance with the written instructions, by wire transfer within
reasonable time after Taltos & Gecko receives the financing request and wire instructions.

DEEMED PAYABLE:

Each payment by Taltos & Gecko as provided in paragraph (A) above shall be deemed a payable due by
Hesson Trading to Taltos & Gecko effective as of the date funds are wired from Taltos & Gecko’s account.

The financing and payment process outlined herein shall be an integral part of this Purchase Order Finance
Agreement.

3. MAXIMUM PURCHASE ORDER FINANCING AMOUNT CLAUSE:

Taltos & Gecko shall pay funds to Hesson Trading trade vendors ("Trade Vendors") on behalf of Hesson
Trading during the Term, provided that the maximum aggregate amount of the funds so paid and
outstanding at any time may not exceed Five Million Rands (ZAR5,000,000).

4. INVOICING AND PAYMENT:

Upon acceptance, Hesson Trading will provide Taltos & Gecko with an official proforma invoice from the
manufacturer Trunel Bag & Supplies (PVT) Ltd. Taltos & Gecko will make direct payments to the
manufacturer's invoiced banking account.

5. LOGISTICS AND DELIVERY:

Hesson Trading is responsible for organizing all transportation and clearing logistics. Upon delivery of order
to customer, Hesson Trading must promptly inform Taltos & Gecko and proceed to process the payment.

6. ORDER PAYMENT PROCEDURE:

Payments for Taltos & Gecko financed orders shall strictly be made into Hesson Trading's bank account
(Account Number: 123456) at CBZ Bank, Zimbabwe. Upon receipt, Hesson Trading shall transfer the
borrowed principal plus the 13% fee to Taltos & Gecko's bank account (Business Account: 62853063114,
Branch Code: 250655 FnB Bank, South Africa, here referred to as the original order financing account.

SPECIAL PAYMENT INSTRUCTIONS:

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Taltos & Gecko may instruct Hesson Trading to directly wire payment due to them directly to Trunel Bag
and Supplies bank account in order to finance another Purchase Order; borrower to follow Application for
Purchase Order Financing Procedure

7. CURRENCY OF PAYMENT:

Taltos & Gecko shall finance orders for the importation of goods from South Africa by Hesson Trading using
the ZAR (Rand Currency). Hesson Trading shall pay the principal plus the 13% fee in either Rand or USD
equivalent. When Hesson Trading elects to pay in USD equivalent, it shall first seek the consent of Taltos &
Gecko before doing so.

8. PAYMENT TIMELINE:

Hesson Trading upon receipt of order payment from Bikita Minerals its customer shall transfer within 48
hours the principal plus the 13% repayment of loan to Taltos & Gecko business account here referred to as
the original funding account.

9. EVENTS OF DEFAULT

Any of the following events or conditions shall constitute an Event of Default by Hesson Trading under this
Agreement:

a) Failure to make payments in accordance with the terms of the agreement, if the failure continues
for five (5) business days after written notice has been given by Taltos & Gecko to Hesson Trading.

b) Default in the performance of any other Obligation or breach of any agreement, representation,
or warranty contained in this Agreement if such default is not cured within seven (7) days after
written notice; provided, however, with respect to a non-monetary breach, if Hesson Trading
cannot reasonably cure the breach within such seven (7) day period, Hesson Trading shall not be
in default of this Agreement if Hesson Trading commences to cure the breach within the seven (7)
day period and diligently and in good faith continues to cure the breach;

c) The filing of a petition by or against Hesson Trading under the provision of the Bankruptcy Code.

TALTOS & GECKO’s Remedies

On the occurrence of an Event of Default, Taltos & Gecko:

a) Shall have and may exercise all rights and remedies accorded to Taltos & Gecko by the laws of
Zimbabwe and/or South Africa.
b) May declare all unperformed Obligations, in whole or in part, of Debtor immediately due and
payable without demand or notice; and
c) May require Hesson Trading to give collateral security to remedy the breach and make any and all
action necessary to make the Collateral available to Taltos & Gecko.
d) All Taltos & Gecko’s rights and remedies, whether evidenced by this Agreement or by any other
writing, shall be cumulative and may be exercised singularly or concurrently. Election by Taltos &
Gecko to pursue any remedy shall not exclude pursuit of any other remedy.

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 e) Hesson Trading expressly waives any constitutional or other right to a judicial hearing prior to the
time Taltos & Gecko takes possession or disposes of the Collateral on an Event of Default as
provided above.

9. MUTUAL UNDERTAKING:

Both Hesson Trading and Taltos & Gecko, including their representatives, undertake not to act in any way
that causes financial loss, reputation damage, or any other unbecoming acts that prejudice the other.

Both parties undertake not to engage in corrupt practices and to indemnify the other from damage
occasioned by such acts

10. NOT A PARTNERSHIP:

Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute,
or be deemed to constitute, the parties entering any form of partnership, joint venture, collective
investment vehicle, or any other legal structure or arrangement other than a contractual relationship.

11. MODIFICATION CLAUSE:

No modification, waiver, amendment, discharge, or change of this Agreement shall be valid unless the same
is in writing and signed by the party against which the enforcement of such modification, waiver,
amendment, discharge, or change is or may be sought.

12. SEVERABILITY CLAUSE:

In the event any term, covenant, condition, provision, or agreement contained herein is held to be invalid,
void, or otherwise unenforceable, by any court of competent jurisdiction, such holding shall in no way affect
the validity or enforceability of any other term, covenant, condition, provision, or agreement contained
herein.

13. TERMINOLOGY CLAUSE:

All personal pronouns used in this Agreement, whether used in the masculine, feminine, or neuter gender,
shall include all other genders; the singular shall include the plural and vice versa. "Business day" means
other than Saturday, Sunday, or holiday. In the event that the time for the performance of an act under this
Agreement falls on a Saturday, Sunday, or holiday, the date for the performance of such act shall be
extended to the next business day.

14. COUNTERPARTS CLAUSE:

This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original
agreement, and all of which shall constitute one agreement by each of the parties hereto.

15. BINDING EFFECT CLAUSE:

Except as otherwise herein provided, this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.

16. CAPTIONS CLAUSE:

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Article and section titles or captions contained herein are inserted as a matter of convenience and for
reference, and in no way define, limit, extend, or describe the scope of this Agreement or any provisions
hereof. All references to section numbers herein shall mean the sections of this Agreement.

17. GOVERNING LAW:

This Agreement and the obligation of the parties hereunder shall be interpreted, construed, and enforced
in accordance with the laws of Zimbabwe and South Africa.

18. AGREEMENT DURATION:

This agreement has a 24-month renewable life, during which Taltos & Gecko will enjoy the first refusal to
fund any raised order.

19. TERMINATION:

The agreement may be terminated by mutual agreement, subject to the condition that all outstanding
orders have been delivered, paid for, and Taltos & Gecko is not owed any balance of payment by Hesson
Trading.

20. DISPUTE RESOLUTION:

In the event of a serious disagreement or nonpayment, both parties shall attempt to resolve issues amicably
through direct engagement. If direct engagement fails, an arbitrator will be appointed before litigation in
either Zimbabwe or South Africa. In the case of a breach of contract, the breaching party shall bear the
litigation costs at the attorney-client rate.

IN WITNESS WHEREOF, the parties hereto have executed this Purchase Order Finance Agreement as of the
date first above written.

BORROWER: For and on behalf of Hesson Trading (PVT) Ltd.

Signature: ………………………………………………………………………………………………………………………………………………….

Name: Ngoni Shavi National Identity: …………………………………………………………………………………….

Passport Number:……………………………………………………………………………………
Date: 23 November 2023

LENDER: For and on behalf of Taltos & Gecko (PVT) Ltd.

Signature:
……………………………………………………………………………………………..………………………………………………………………….

Name: Moffat Nyamadzawo National Identity: 63-949016 Z 05

Passport Number: GN501567

Date: 23 November 2023

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IN WITNESS:

Full Name: ……………………………………………………………………………………………………………………….……....................

Signature: ………………………………………………………………………………………………………………………………...................

Contact Details:

Phone Number: …………………………………………………………………………………………………………………………………….….

Email Address: ……………………………………………………………………………………………………………………………………………

IN WITNESS:

Full Name: ……………………………………………………………………………………………………………………….……....................

Signature: …………………………………………………………………………………………………………………………..…….................

Contact Details:

Phone Number: ……………………………………………………………………………………………………………………………….……….

Email Address: ……………………………………………………………………………………………………………………………….…………