63 Umfolosi Road

Paulshof 2056

Johannesburg

SOUTH AFRICA

16 JUNE 2024

The Ministry of Infrastructure and Public Works

The Democratic Republic of Congo

OBJECT: LETTER OF INTENT-PROVISION OF ADVISORY, PROJECT MANAGEMENT, DESIGN

AND DELIVERY OF INFRASTRUCTURE PROJECTS IN THE DEMOCRATIC REPUBLIC OF THE
CONGO (DRC)

His Excellency the Minister

This letter (“Letter of Intent”) sets forth the basic preliminary terms between the Bham Tayob Khan
Matunda (PE) Inc (BTKM), DIVERT STEEL INVESTMENT (PTY) LTD and NAKO ILISO Construction
Engineers and yourselves regarding the involvement in the delivery of various infrastructure projects in
the DRC. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement
between the parties and no agreement shall be deemed to exist until execution of a definitive
agreement.

It is proposed that BTKM AND NAKO ILISO be appointed to provide advisory (technical and financial
advisory including sourcing funding from multi-national and national financial institutions), project
management, design and delivery of various infrastructure projects and related matters. The DRC
government, through the relevant ministry, to define terms upon which they will agree to execute the
various projects and confirm that in the event that those parameters are that they will provide the
sovereign guarantee to the financial institution to allow execution to take place.

Contact: Mr. Thembekile Sikenqe (Executive Director) Africa Prospecting Group (Pty) Ltd
Telephone: +27 82 296 6810
Email: thembe@a-p-group.net
Website: www.a-p-group.net
 1. BTKM

We are a firm of Quantity Surveyors and Project Managers with offices throughout South Africa. We
have been in existence since 1984. We have delivered numerous infrastructure project for both the
public sectors as well as the private sector within South Africa and elsewhere in the continent. These
projects range from;

1. Schools
2. Hospitals
3. Airports
4. Office blocks
5. Shopping Centres
6. Industrial buildings
7. Projects within industrial development zones
8. Hotels and guest houses
9. Apartment blocks
10. Universities
11. Churches and Mosques
12. Convention/Conference Centres
13. Libraries
14. Banks
15. Stadia for hosting 2010 World Cup and for other clients
16. Service Stations
17. Courts and Police Stations

We have worked for various clients, International Finance Corporation and private clients in within
Southern Africa. Countries where we have worked in addition to South Africa include;

1. Democratic Republic of Congo Head office for BIAC Bank

2. Lesotho Reserve Bank
3. Ghana IFC Offices
4. Mauritius Private - Shopping Centre
5. Senegal IFC offices
6. Ivory Coast Private – Hotel
7. Zimbabwe Private – Hotel

We attach hereto a copy of our company profile and our Professional Indemnity. We wish to invite you
to visit our website:

www.btkm.co.za

Contact: Mr. Thembekile Sikenqe (Executive Director) Africa Prospecting Group (Pty) Ltd
Telephone: +27 82 296 6810
Email: thembe@a-p-group.net
Website: www.a-p-group.net
 2. DIVERT STEEL INVESTMENT

Divert Steel Investment (Pty) Ltd was established in 2012 with its focus in the manufacturing of steel
products, fabrication, fencing, structural steel works. Founding Member and Managing Director,
Thembekile Sikenqe, a seasoned Corporate Executive, educated in South Africa, USA and Germany
has since been in the drive to expand the company’s operations into other Africa countries.

In 2019 the company introduced a new product called “CByond Fencing” as it’s the most sought out
fencing security system in the Sub-Saharan region. The company, through a collaboration with
international suppliers for wire mesh fencing machines, it established a value-chain by sourcing raw
materials and subsequently It is commissioning wire mesh machines into South Africa. It’s secondary
objective is to find partnerships in DRC and other countries in establishing manufacturing plants for
this High Security Fencing.

This Cbeyond Fence (Wire mesh Fence) is installed in various high security fencing, such:

1. Domestic Applications

• Housing,
• Estates
• Hospitals

2. Commercial Applications

• Offices Parks
• Recreational Parks
• Schools
• Municipal Precincts
• Government Buildings

3. Industrial Applications

• Special Economic Zones

• Airports
• Roads
• Stadiums

We attach hereto a copy of our company profile and our Professional Indemnity. We wish to invite you
to visit our website:

www.divertsteel.co.za

Contact: Mr. Thembekile Sikenqe (Executive Director) Africa Prospecting Group (Pty) Ltd
Telephone: +27 82 296 6810
Email: thembe@a-p-group.net
Website: www.a-p-group.net
 3. NAKO ILISO CONSULTING

is an African Consulting Engineering and Project Management firm that specialises in

engineering, environmental and project management services.

Established in 1995, NAKO ILISO is widely recognised as one of the most professionally
managed consulting engineering firms in Africa today, with a team of directors and senior
executives who are experts in their chosen fields. Each member of this formidable team offers
a range of combined experience in their areas of specialty.

In addition, NAKO ILISO has over 250 highly competent technical and support staff, all working
together to deliver sustainable high-quality assets that not only meet but also exceed client
expectations.

In 2014, NAKO ILISO entered into a long-term partnership with NAKO LBE and NAKO
TRIOCON to form the NAKO Group, the first African owned, multi-disciplinary consulting
engineering group.

We have delivered numerous infrastructure project for both the public sectors as well as the
private sector within South Africa and elsewhere in the continent. These projects range from;

1. Hospitals
2. Airports
3. Office blocks
4. Shopping Centres
5. Industrial buildings
6. Projects within industrial development zones
7. Hotels and guest houses
8. Apartment blocks
9. Universities
10. Convention/Conference Centres
11. Roads and Tolls
12. Water Treatment Plants

www.iliso.com

Contact: Mr. Thembekile Sikenqe (Executive Director) Africa Prospecting Group (Pty) Ltd
Telephone: +27 82 296 6810
Email: thembe@a-p-group.net
Website: www.a-p-group.net
 4. Collaboration

Infrastructure projects are very complex and usually require multiple teams to successfully implement
them. We envisage a team comprising of the following expertise

1. Project Managers
2. Transaction advisors
3. Economists and Accountants
4. Commercial Lawyers
5. Architects
6. Quantity Surveyors
7. Engineers
a. Civil
b. Structural
c. Electrical
d. Mechanical
e. Electronic
f. Sound Engineers
g. Traffic
8. Town Planners
9. Geotech
10. Health & Safety
11. Land Surveyors
12. Environmental
13. Letting Agents
14. Communications Specialists
15. Contractors

It is our stated goal that the team will work with DRC national experts to ensure successful execution
of projects. We also confirm that the firms that we will bring on board are only those that have proven
track record, especially with financial institutions.

5. Projects of Interest

Below is the list of main projects that we wish to express interest in delivering include the following.

1. Toll Road and Related infrastructure

2. Residential Projects
3. Hotels
4. Hospitals
5. Shopping Centres
6. Airports

Contact: Mr. Thembekile Sikenqe (Executive Director) Africa Prospecting Group (Pty) Ltd
Telephone: +27 82 296 6810
Email: thembe@a-p-group.net
Website: www.a-p-group.net
 6. Visit

We suggest that we visit DRC in order to familiarise ourselves with all the parties and projects at your
earliest convenience. We further suggest that a delegation visits South Africa so that we may take them
through some of the projects we have completed.

7. Due Diligence

This transaction is expressly subject to the following conditions:

a) The parties having entered into definitive agreements containing such representations
and warranties as are required by banks, acting reasonably;

b) There being of no material adverse change in the business or financial condition or

operations of the client from the date of this Letter of Intent to the date of closing;

c) A due diligence review of the business and assets of the client as Banks deems
necessary, including a verification of all encumbrances upon assets and equipment,
and complete satisfaction of Banks with the results thereof;

Upon execution of this Letter of Intent by yourselves, the paragraphs subsequent to this one will
constitute legally binding and enforceable agreements of BTKM and yourselves. These agreements
shall be in effect for a term of 180 days from the date set out below and shall continue thereafter until
terminated by either party following 30 days prior written notice.

During the term hereof, none of you will directly or indirectly solicit, initiate, or to participate in
discussions or negotiations with any person or company other than BTKM concerning any transaction.
During such time, you will conduct the Business in the ordinary course without any material changes in
its operations.

During the term hereof, each of the undersigned agree to use its best efforts to negotiate definitive
agreements carrying out the intent of this Letter of Intent and to consummate the transactions described
above.

Prior to the parties entering into the contemplated definitive agreements, all parties to this Letter of
Intent shall use their best efforts to retain the confidentiality of these negotiations and the proposed
transaction.

Contact: Mr. Thembekile Sikenqe (Executive Director) Africa Prospecting Group (Pty) Ltd
Telephone: +27 82 296 6810
Email: thembe@a-p-group.net
Website: www.a-p-group.net
Sincerely,

CONSULTANT CLIENT

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

Contact: Mr. Thembekile Sikenqe (Executive Director) Africa Prospecting Group (Pty) Ltd
Telephone: +27 82 296 6810
Email: thembe@a-p-group.net
Website: www.a-p-group.net