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THIRD-PARTY AGREEMENT JACI MUTUM MINE / DELTA DO BRASIL

EXCLUSIVE THIRD-PARTY AGREEMENT


by and between

GARCIA VALDEZ JESUS ALBERTO and MUNAWAR IQBAL

Munawar Iqbal (hereafter referred to as “IQBAL” is the owner of DELTA DO BRASIL IMPORTACAO E
EXPORTACAO DE MINEIROS LTDA, (hereafter referred to as “DELTA”) located at Rodovia – BR – 364,
Quadra 04 Bloc B Lote 12 No 1064, Marechal Rondon 02 ARIQUEMES, RO CEP: 76876802 and registered
under CNPJ (tax ID number) 16.614.304/0001-89. The company has a mining concession in the region of
Jaci Paraná, of the Rondonia State in Brazil with the Process Number filed with ANM (National Mining
Agency) of 886.110/2015.

Garcia Valdez Jesus Alberto is a Mexican National residing at Parcitas 183A, Paseo de las Arboledas,
Arboledas Fracc., Colima, C.P. 28077, Colima, Colima, Mexico (hereafter referred to as “ALBERTO” or
“the THIRD PARTY”).

1) MINING CONCESSION:
The mining concession 886.110/2015 is named as Jaci Mutum Mine (hereafter referred to as
“JACI-MUTUM”) and is located 170 km from the capital of Rondonia, Porto Velho. The nearest
town is Jaci-Parana with 13,131 inhabitants. It is located within the municipal borders of Porto
Velho and contains 4,703.89 hectares with main geographical coordinates of -09040’51”595
latitude and -640 57’11”482 longitude.

The mine has measured reserves of 160,105.61 kg of Niobium (Nb2O5) at average grade of 38%
and 84,948.45 kg Tantalum (Ta2O5) at average grade of 16% based on studies conducted
recently on a 430 hectares section of the concession area. The mineral content for the Niobium
measures at 51.4 grams/ton and the mineral content for Tantalum is 39.2 grams/ton.

2) GRANT OF EXCLUSIVE THIRD-PARTY CONTRACT:


DELTA hereby grants and conveys unto ALBERTO an Exclusive Third-Party operator of the JACI-
MUTUM Tantalite Mine with the terms and conditions set forth in this Agreement. Upon
agreeing the terms and signing of this Agreement and after the required fees have been paid,
ALBERTO will have exclusive third-party operational rights for JACI-MUTUM for mining of
Tantalum and Niobium.

MUNAWAR IQBAL GARCIA VALDEZ JESUS ALBERTO


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THIRD-PARTY AGREEMENT JACI MUTUM MINE / DELTA DO BRASIL

3) TERM:
The initial term of the Agreement shall be five (5) years from the time of the signing of this
Agreement (Effective Date), unless sooner terminated according to the provisions of this
Agreement. The Contract shall remain in effect after the initial term for so long as mining,
processing, construction of mine facilities, development of ore reserves and exploration
activities ("Mining Related Activities") continue at the mine.

4) TERMINATION:
ALBERTO and/or IQBAL may at any time terminate this Agreement by giving written notice to
each other at least 45 days in advance. The consequences of such termination in terms of
operations and profit sharing and penalties will be negotiated by a separate Agreement.

5) MINE CONTRACT FEE:


ALBERTO agrees to pay IQBAL a one-time, lump sum fee of USD $150,000 at the time of signing
of this Agreement by wire transfer to an account designated by IQBAL.

6) SHARING OF EXPENSES:
ALBERTO and IQBAL hereby agree to share the equipment purchase and all operational costs on
a 50/50 basis.

7) TAXES:
Taxes generated from activities performed by the THIRD PARTY under the terms of this
Agreement will be joint responsibility of ALBERTO and IQBAL to be shared 50/50 basis including
CFEM (mineral royalty fee).

8) DISTRIBUTION OF PROFITS:
ALBERTO and IQBAL hereby agree to share the profits derived from JACI-MUTUM on a 50/50
basis after the expenses.

9) ESTIMATED EXPENSES:

Material Handling Equipment


EQUIPMENT UNITS SUGGESTED MODEL UNIT COST (BRL) TOTAL COST (BRL)
Truck 1 Mercedes Axor 16 cubic m. $310,000.00 $310,000.00
Excavator 1 Volvo EC220 DL 1.2 cubic m. $395,000.00 $395,000.00
Loader 1 Volvo L6oF $340,000.00 $340,000.00
TOTAL BRL $1,045,000.00
Based on exchange rate of BR$ 5.12 per 1 US$
TOTAL USD $204,101.56

MUNAWAR IQBAL GARCIA VALDEZ JESUS ALBERTO


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Equipment Operator Costs


EMPLOYEE SHIFTS DUTY MONTHLY SALARY MONTHLY TOTAL
Truck Driver 2 Truck Driver $3,300.00 $6,600.00
Exc. Oper. 2 Excavator Operator $8,250.00 $16,500.00
Loader Oper. 2 Loader Operator $8,250.00 $16,500.00
Field Assist. 2 Field Assistant 3 per shift $2,475.00 $14,850.00
TOTAL BRL $54,450.00
Based on exchange rate of BR$ 5.12 per 1 US$
TOTAL USD $10,634.77
Processing Equipment Costs
EQUIPMENT UNITS FUNCTION UNIT COST (BRL) TOTAL COST (BRL)
Trommel 1 Feed material $30,000.00 $30,000.00
Crusher 1 Crush materil to uniform size $165,000.00 $165,000.00
Screener 1 Screen the material $15,000.00 $15,000.00
Jigs 1 Gravity Separation $160,000.00 $160,000.00
Miscl. 1 Pumps, pipes, etc. $50,000.00 $50,000.00
Generator 1 To run the machinery $125,000.00 $125,000.00
TOTAL BRL $545,000.00
Based on exchange rate of BR$ 5.12 per 1 US$
TOTAL USD $106,445.31
Process Equipment Operator Costs
EMPLOYEE SHIFTS DUTY MONTHLY SALARY MONTHLY TOTAL
Operator 2 Trommel operator $3,300.00 $6,600.00
Operator 2 Crusher Operator $3,300.00 $6,600.00
Operator 2 Screener Operator $3,300.00 $6,600.00
Operator 2 Jig Operator $3,300.00 $6,600.00
Field Assist. 2 Field Assistant 2 per shift $2,475.00 $9,900.00
Cook/Clean 2 Cook/Clean/Maintain $1,650.00 $3,300.00
TOTAL BRL $39,600.00
Based on exchange rate of BR$ 5.12 per 1 US$
TOTAL USD $7,734.38
Consumables
ITEM SHIFTS EXPLANATION COST PER UNIT MONTHLY TOTAL
Diesel 2 Truck 10 l/h $3.67 $18,350.00
Diesel 2 Excavator/Loader 30 l/h $3.67 $55,050.00
Diesel 2 Crusher 15 l/h $3.67 $27,525.00
Diesel 2 Generator 10 l/h $3.67 $18,350.00
Supplies 2 Fluids per day $300.00 $7,500.00
Supplies 2 Cook/Clean/Maintain per day $75.00 $1,875.00
TOTAL BRL $128,650.00
Based on exchange rate of BR$ 5.12 per 1 US$
TOTAL USD $25,126.95

MUNAWAR IQBAL GARCIA VALDEZ JESUS ALBERTO


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Cost Summary
COST ITEM ONE TIME EXPENSE MONTHLY EXPENSE
Material Handling Equipment $1,045,000.00
Labor Costs for Material Handling $54,450.00
Enrichment Equipment $545,000.00
Labor Costs for Enrichment Equipment $39,600.00
Consumables $128,650.00
Contingency (10%) $159,000.00 $22,270.00
BRL 1,749,000.00 BRL 244,970.00
Based on exchange rate of BR$ 5.12 per 1 US$
USD 341,601.56 USD 47,845.70
***** All costs are estimates and are subject to change *****

10) CONFIDENTIALITY:
Neither party shall disclose nor use or permit the disclosure or use of any documents (including
the Agreement herein, Mining Plans and Programs, Exhibits, samples, schedules, photographs,
and reports and copies thereof) or any other information or data, oral, in writing or electronic,
regardless of form and party that generated them, as to work or related to DELTA’s
business, for any purpose other than for the benefit of the scope of this Agreement.

11) FORCE MAJEURE:


Both parties acknowledge as Force Majeure the following events: strikes, fire, war, pandemics,
acts of God, and terrorism that prevent access to the Site. The timeframe set out herein for
compliance of Parties obligations shall be extended for a period of time equivalent to the
duration of the event of Force Majeure. Parties shall notify each other, immediately and in
writing, about each Force Majeure that occurs, stating that it will do its best to mitigate the
effects of the said Force Majeure, as well as when the latter has stopped, including details prior
to occurrence, as well as the number of days that extended the term compliance term regarding
the Party’s obligations that were affected by said Force Majeure

12) NOTICES:
Notices by e-mail. Electronic mail (usually known as “e-mail”) will be considered by both parties
as the accepted transmission and reception for all sorts of notifications, notices, and/or
correspondence in connection with the Agreement herein, in addition to traditional
communication means. For the purposes of this Agreement, both parties provide the following
as their e-mail addresses (which may be changed freely prior notice to the other party whether
by traditional means or by e-mail):

ALBERTO xxxx@xxxx.com
IQBAL ike@primecomining.com

MUNAWAR IQBAL GARCIA VALDEZ JESUS ALBERTO


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13) SUCCESSORS:
This Agreement shall be binding upon and inure to the benefit of the respective parties and their
heirs, successors, and assigns.

14) OBLIGATIONS OF THE THIRD PARTY:


By signing this Agreement, ALBERTO hereby affirms its intention to actively manage and operate
the mining activities at JACI-MUTUM and meet all the obligations as listed below:

a. OBLIGATION TO COMPLY WITH THE LAWS


THIRD PARTY will comply with all existing regulations regarding JACI-MUTUM as
imposed by the local, state and federal authorities regarding worker safety and
environment (“the Laws”). Any intentional violation of the Laws that endangers DELTA’s
status as the concession holder of JACI-MUTUM will result in immediate termination
without prejudice of this Agreement.

b. OBLIGATION TO ABIDE BY LABOR LAWS AND CONTRACTS WITH WORKERS


Employees must be hired, promoted, furloughed or terminated in strict compliance with
the prevailing labor laws. Any fines or disputes regarding back pay, vacation pay, sick
leave and other related matters must be settled and finalized by the THIRD PARTY in a
timely manner.

c. OBLIGATION TO START OPERATIONS IN A TIMELY MANNER


THIRD PARTY hereby agrees to commence operations within 90 days of signing of this
Agreement, including the purchasing of the equipment, dredge(s), trucks, loaders and
excavators as well as required specialized equipment for mining and processing of
Tantalum. All equipment will be registered under DELTA or any entity designated by
IQBAL.

d. OBLIGATION TO PERFORM REQUIRED ACTIVITIES TO MAINTAIN AND EXPAND MINERAL


RECOVERY
THIRD PARTY will follow the guidance and recommendations of DELTA, including the
choice of authorized vendors, for the requisite research and exploration activities to
maintain and expand mining permits.

e. OBLIGATION TO COOPERATE WITH DELTA FOR THE MINING PERMIT


The mining permit is in process and will be granted to DELTA. THIRD PARTY agrees to
cooperate with DELTA to prepare and operate the mine in full compliance with the rules
and regulations to receive and maintain permits.

MUNAWAR IQBAL GARCIA VALDEZ JESUS ALBERTO


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f. OBLIGATION TO OPERATE THE MINE WITHOUT INTERRUPTION


THIRD PARTY will operate the mine continuously during the term of this Agreement,
except for cases beyond its control (“force majeure”).

g. OBLIGATION TO MITIGATE AREAS WHERE MINING ACTIVITY IS COMPLETED


As required by the authorities, areas where mining activities are completed must be
rehabilitated as required by the environmental laws and regulations, with minimal
interruption to existing operations. THIRD PARTY will allow this activity under mutually
agreed conditions.

h. OBLIGATION TO PROVIDE ADEQUATE FUNDING


THIRD PARTY hereby agrees to provide 50% of the costs of the required equipment and
operations in a timely manner.

15) WHOLE AGREEMENT:


The parties agree that the whole agreement between them is written in this Agreement. There
are no terms or conditions, express or implied, other than expressly stated in this Agreement.
This Agreement may be amended or modified only by an instrument in writing, signed by the
parties with the same formality as this Agreement

16) GOVERNING LAW:


This Agreement shall be construed and enforced in accordance with the laws of the state of
Rondonia, Brazil.

MUNAWAR IQBAL GARCIA VALDEZ JESUS ALBERTO


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Munawar Iqbal Garcia Valdez Jesus Alberto


DELTA DO BRASIL IMPORTACAO E EXPORTACAO
MINEIROS LTDA

Date: _________________________ Date: _________________________

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