SALE AND PURCHASE CONTRACT NO.

122622-1

This contract for the purchase and sale of thermal coal produced in PERU loading at the port of Chimbote or
Salaverry (Peru) and delivery on CIF terms to the Port of Gdansk (Poland) was concluded on December
26, 2022 (”Effective Date").
BETWEEN
The SELLER:
Company: Compania Minera Del Ande W.P. S.A.C.
Registration number: RUC 2060918793
Address: AAHH Keiko Sofia Fujimori, Mz B, Lt. 2, San Juan Bautista, Huamanga,
Ayacucho, Peru
Authorized representative: Sr. Walter Pérez Borda
Title: General Director
Email: Gerenteemint:ec@gmail.com
Telephone: Peru: 01151-927-708-587

and
The BUYER:
Company: A&D Ltd.
Registration number:
Address: Ul Adama Mickienicza 38-81, 866 Sopot, Poland
Authorized representative: Mr. Dariusz Przywarski
Title: CEO
Email: www.ad.ltd.eu
Telephone: (01148)535 809 777

With the participation of the AGENT (contract organizer):

Company: R O L P R O D U C T S S . A . C :
Registration number: 20609006707
Address: Calle Manet 273, La Calera de la Merced, Surquillo, Lima, Peru
Authorized representative: Mr. Luis Fernando Arce Novoa
Title: General Manager
Telephone / Email: (01151)941-390-990 / larce@rolproducts.com

The SELLER and the BUYER declare the following:

A. The Buyer acknowledges receipt and acceptance of the terms described on the Seller´s Proforma
Invoice N° 122322-2. Both the Seller and Buyer, with full legal and corporate authority and responsibility,
under penalty of perjury, certify, represent, and guarantee that they are ready, willing and able (as
applicable) to sell/buy thermal coal produced in Peru on CIF terms port of Gdansk (Poland) in
accordance with the terms and conditions and the provisions of this Contract. The Seller and the Buyer
certify and guarantee that they can fully and timely fulfill the requirements of this Contract.

B. The following Annexes will be considered as an integral and inseparable part of this contract:
Annex No. 1- General technical specification of thermal coal
Annex No. 2 - Text of the Buyer's application for opening the Documentary Credit (DLC)

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1. SUBJECT OF THE CONTRACT
1.1. The SELLER undertakes to sell three batches of thermal coal consisting of a total of One Hundred and
Five Thousand (105,000) (+/- 5%) metric tons on CIF terms (INCOTERMS ® 2020) ´delivered to the
port of Gdansk (3 x 35 000 tons) at the price specified in paragraph 2.0 and in accordance with the
procedure and delivery schedule specified in paragraph 1.4 of this contract.
1.2. The BUYER undertakes to purchase three batches of thermal coal consisting of a total of One Hundred
and Five Thousand (105,000) (+/- 5%) metric tons on CIF terms (INCOTERMS ® 2020) delivered to the
port of Gdansk (3 x 35 000 tons) at the price specified in paragraph 2.0 and in accordance with the
procedure and delivery schedule specified in paragraph 1.4 of this contract.
1.3. The quality of thermal coal supplied by the SELLER on CIF port of Gdansk (3 x 35 000 tons) must
comply with the characteristics specified in Annex No. 1 to this contract. The key quality indicators are
listed below, the specified values are acceptable, but cannot be lower in quality:
8.0 ISO 589
Total Moisture (%), no more than
Ash (%) 6.0 ISO 1171
Volatile Matter (%) 35.0 ISO 562
Sulphur (%) 0.8 ISO 334 or 351
Gross Calorific Value (kcal/kg), not less 6300 ISO 1928
(NAR) Net Calorific Value (kcal/kg), not less 6000 ISO 1170 at constant
pressure
Size:
Nominal Top size ……. 50 mm
% wt, 25 – 50 mm............50%
% wt, 13 – 25 mm............25%
% wt, 6 – 13 mm...........20%
% wt, 0 – 6 mm...............5%
NOTE: in the event that the thermal coal quality indicators are below the specified parameters, the
BUYER, before loading on the vessel and on the basis of the thermal coal quality inspection in the
port in accordance with paragraph 7.0 of this contract, has the right:
• or agree to a reduction in the price of this batch of coal in accordance with clause 2.2
• or refuse to load and purchase this batch of thermal coal.

1.4. Purchase and sale procedure and delivery schedule:

1. SELLER: sends the Buyer a preliminary invoice (proforma invoice) for three shipments of 35,000
MT/shipment of thermal coal, which indicating the port of shipment in Peru (Chimbote or
Salaverry), the planned delivery time to the CIF port of Gdansk (delivery of three ships for a
total shipment of 105,000 tons) of the thermal coal to open Documentary Credit (DLC) in
favor of the Seller.
2. BUYER: within five (5) banking days from the date of preliminary invoice, opens a
Documentary Credit (DLC) in favor of the SELLER, for a period of 100 calendar days f o r t h e
amount specified in the Proforma Invoice and an expiration date of the DLC of 100 calendar
days from the date of issuance of the DLC, which will allow for the shipment of the
105,000 MT. The form and text of the Documentary Credit (DLC) are agreed by the
parties in Annex No. 2.
3. SELLER: within 45 calendar days after the day opening of the Documentary Credit (DLC), and
in accordance with the dates specified in the preliminary invoice, ensures loading of the first
35,000 MT bulk ship at the port of loading of Peru and delivery of cargo in accordance with
CIF Conditions.

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 4. SELLER: after loading of each shipment of the thermal coal on the bulk ship is finalized at
the port of loading of Peru and shipping to the port of unloading under the CIF terms, the
Seller agrees to:
a. transfer the original cargo documentation to the BUYER's representative at the loading
port of Peru (Chimbote or Salaverry) or the Buyer´s corresponding bank in Peru within 48 hours
(the required list of documents is specified in paragraph 4.0 of this contract).
b. Submit for execution the DLC by submitting within 5 banking days, along with Original and
copies of all cargo documentation to the Buyer´s bank (the required list of documents is
specified in Appendix No. 2) and receive of payment for the shipped batch of thermal coal.

5. BUYER: accepts cargo documents for the ownership of the cargo (thermal coal) loaded for all
three shipments at the port of loading and sent by order of the Seller to the port of
unloading of the Buyer under CIF conditions. The Buyer is obliged to ensure that the
vessel is received at the port of unloading and the vessel is unloaded in accordance with
the accepted standards.

6. Delivery schedule of thermal coal on the terms of the loading schedule at the port of Peru and
sending to the port of unloading port Gdansk (Poland), the period of the sailing time is
estimated to be within 25-30 days after departure of each vessel.
Schedule of thermal coal on the terms of CIF port of GDANSK (Poland)
№ Volume of delivery Date of four (4) DLC Opening Date Period of Loading Date of Arrival
port (tons per month)SELLER's proforma for four (4) DLC Port of Peru. Gdansk
(Ships No. 1 – 3) starting day + 45 days (Ships No. 1 - 3) (Ships No. 1 - 3)

1. 35 000 15 - 20 J a n u a r y 2023 Starting 30DEC2022 (No. 1) up to 9 February 2023 01-25/02/2023

2. 35 000 01 – 15 February 2023 Starting 30DEC2022 (No. 2) up to 9 March 2023 02-15/03/3023

3. – 35 000 16 – 28 February 2023 Starting 30DEC2022 (No. 3) up to 9 April 2023 03-12/04/2023

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 2. THE COST OF THE PRODUCT

2.1. The price agreed by the parties is Two hundred and twenty-five ($250) US dollars per
metric ton of thermal coal, on CIF terms port of Gdansk.

2.2. Price correction:

The price is reduced by the percentage of the lowering of the quality indicators of the delivered
thermal coal from the specified parameters in paragraph 1.3. including,

(NAR) Net Calorific Value (kcal/kg), not less ……. 6000

Total Moisture (%), no more than........................8.0

3. DELIVERY TERMS
3.1. Delivery basis:
Delivery on the terms of CIF port Gdansk in accordance with INCOTERMS ® 2020.

3.2. Delivery date:

The date of delivery of the cargo to the port of Gdansk for unloading, under CIF conditions, is the
date of delivery.

4. CARGO DOCUMENTATION
The Seller at the port of loading of the ship after the completion of the loading of thermal coal
must hand over to the Buyer and/or the corresponding bank in Peru, the following cargo
documentation when transferring ownership of the batch of thermal coal loaded into the Buyer's
ship for further delivery to the port of unloading:

(1) Commercial invoice indicating the contract No. and DLC No.: 1 original + 3 copies.
(2) Clean on Board Bill of Lading issued by a vessel’s master at the loading port: full set of (3/3)
original and 3 non-negotiable copies.
(3) Insurance policy in favor of the BUYER covering the risks of the cargo to the port of
delivery under the terms of the CIF in the amount of 110% of the amount specified in the
Commercial invoice: 1 original + 3 copies
(4) Certificate of Origin: 1 original + 3 copies.
(5) Q&Q Certificates made at the port of loading (SGS, BVQ o similar): 1 original + 3 copies.
(6) Cargo manifest: 1 original + 3 copies.
(7) Ullage report issued at the loading port: 1 original + 3 copies.
(8) Vessel’s captain receipt of cargo documents: 1 original + 3 copies.
(9) Other documents related to the cargo mutually agreed by the Parties.

5. TYPE OF PAYMENT:
5.1. Payment for the delivery of thermal coal, on the terms of CIF conditions, is made by means of
a Documentary Credit (DLC) opened by the BUYER in favor of the SELLER in the amount of the
planned delivery of thermal coal, the formula for calculating the amount of the Documentary Credit
(DLC):
• for three shipments 35,000 tons of bulk ship: 105,000 tons x US$250.00 = US$26,250,000.00

The Documentary Credit (DLC) must be available to the SELLER one week after acknowledgement and
acceptance of this Proforma Invoice and with an expiration date of 100 calendar days from the date of

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 issuance of the DLC, in accordance with the delivery terms and time specified in clause 1.4. to
this contract.

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 NOTE:
• Documentary Credit (DLC) must comply with the Uniform Customs & Practice for Documentary
Credits (UCP) publication rules - Article UCP 600 the latest edition of the International Chamber
of Commerce (ICC).
• The text of the Documentary Credit (DLC) and the Banks are agreed by the parties and are
indicated in the draft Documentary Credit (DLC) which is signed by the parties as Annex No. 2 to
this contract.

5.2. If the Documentary Credit (DLC) amount does not cover the amount indicated in the
commercial invoice for the actual shipment, the Buyer is obliged to pay the missing amount by bank
transfer via MT103 within five (5) banking days from the date of transfer of the original shipping
documents.
5.3. In the case when the Seller delivers the thermal coal on CIF terms and hands over the
originals of the cargo documents to the Buyer, but was unable for technical reasons to submit the
documents for execution of the Documentary Credit (DLC), the Buyer is obliged to pay to the Seller
by bank transfer via MT103 in the amount specified in the Seller's commercial invoice within five
(5) banking days after the expiration date of the Documentary Credit.

5.4. ALTERNATIVE payment option No. 2 (by agreement of the parties):

• BUYER: as a guarantee of payment under this contract, issues an irrevocable and confirmed
Letter of Credit (DLC) in the amount of US$26,250,000.00, (covering three deliveries for a total
of 105,000 tons), for a period of three (3) months, within five (5) banking days after signing
this contract and receiving a preliminary invoice (proforma invoice) from the Seller.

• Payment for the shipment of each vessel is made by bank transfer via MT103 within five
(5) banking days after the loading of the vessel and the transfer of the originals of the cargo
documents specified in paragraph 4 to the official representative of the Buyer at the loading port.

• The text of the Letter of Credit (DLC) and the Banks are agreed by the parties and are indicated
in the draft Letter of Credit which is signed by the parties as Annex No. 2 to this contract.

6. TITLE AND RISK OF LOSS

The transfer of Title and risks of loss a vessel shipment of goods (thermal coal) from the SELLER to
the BUYER is carried out after loading the goods on the vessel at the port of loading of the vessel
and transferring cargo documentation to the BUYER, in accordance of CIF Conditions (INCOTERMS
2020).

7. PRODUCT INSPECTION AT THE PORT OF LOADING - SAMPLING PROCEDURE

7.1. The Seller is obliged to conclude a agreement with an independent i n s p e c t i o n service
company such as SGS, Bureau Veritas, Intertek, or similar, approved by the Buyer for services
to support this contract, including the powers and obligations of the independent inspection service
company to represent the Seller in case of receiving claims on the quality and quantity of cargo
at the port of unloading.

7.2. Sampling procedure for inspection at the port of loading by inspection service company:
samples must be taken in accordance with ISO standards and requirements from a pile of
thermal coal unloaded daily at the port of loading of ship under this contract. Each
representative sample extracted will be divided into two (2) parts as follows:

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 • One will be used for coal analysis to determine whether it meets the quality requirements
set out in paragraph 1.3. and Annex No. 1 to this contract. The results obtained are
promptly (daily) transmitted to the Seller, who in turn transmits them to the Buyer's E-mail.
• The other sample will be stored by the laboratory in an airtight container, hereinafter
referred to as the "Arbitration Sample", properly sealed and labeled, for 90 calendar days
from the date of loading of the bulk ship (the date of the bill of lading) of thermal coal in
loading port. If the quality of the thermal coal loading raises objections. Objections must be
made within three (3) calendar days from the date of receipt of the inspection report issued
by the laboratory. In this case, the Arbitration Samples will be sent to an independent
laboratory accepted by the Parties for analysis.
The opinion of said laboratory, based on the analysis of the quality and characteristics of the
Arbitration Sample, will be considered final, conclusive, and binding for the Parties. The cost of
analyzing the objection will be borne by the requesting party.

8. OBLIGATIONS OF THE PARTIES

8.1. The Seller is obliged to prepare each batch of thermal coal for shipment in a timely manner and to
load the ships with coal suitable for sea transportation in bulk, including operations for loading
and unloading the ship, this thermal coal must not contain any foreign substances and must
comply with the quality parameters specified in paragraph 1.3. of this contract.

9. RESPONSIBILITY OF THE PARTIES

9.1. The party that has violated its obligations under this contract undertakes to compensate the
other party for losses incurred in connection with the failure to comply with these obligations.

9.2. In case of delay in the fulfillment of its obligations in relation to the delivery of a specific batch
of coal under this contract, the guilty party pays a penalty of 0.3% for each day of such delay, but
not more than 5% of the amount of the cost of the batch of coal to which the specified delay
related. The payment of the penalty does not release the guilty party from fulfilling its
obligations under this contract.

10. FORCE MAJEURE

10.1. The ICC (2020) Force Majeure Clause (Full form) is included in this contract.
10.2. The Parties are released from liability for partial or complete non-fulfillment of their obligations
under this agreement if their fulfillment is prevented by an extraordinary and unavoidable
circumstance under these conditions (force majeure).
10.3. If force majeure circumstances arise that prevent one of the parties from fulfilling its obligations
under this agreement, it is obliged to notify the other party no later than 10 days from the
moment of occurrence of such circumstances, while the deadline for fulfilling obligations under
this agreement is postponed in proportion to the time during which such circumstances were in
effect.

11. PERIOD OF VALIDITY OF THE CONTRACT

11.1. This contract is considered concluded and enters into force from the date of its signing by the
Parties and ends on December 30, 2024.

11.2. This contract may be terminated prematurely only by agreement of the Parties, which is formalized
by an additional agreement to this agreement.

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11.3. The expiration or early termination of this agreement does not relieve the Parties from liability
for its violation, which took place during the validity of this agreement. Regarding payments,
this agreement shall remain in force until the Parties fulfill all obligations.

12. BANKING COORDINATES

12.1. SELLER BANKING DETAILS:
BANK NAME:
BANK ADDRESS:
SWIFT CODE:
CORR. SWIFT CODE (USD):
ACCOUNT NAME:
ACCOUNT LEGAL ADDRESS:
ACCOUNT NUMBER (USD):
ACCOUNT SIGNATORY:
Banco de Crédito del Perú
Calle Las Camelias 750, Lima 27, Perú
BCPLPEPL
N/A
Compañía Minera del Ande, WP SAC
AAHH Keiko Sofía Fujimori Mz. B, Lt 2 San Juan Bautista
Huamanga, Ayacucho Perú
191-9907649-1-70
Sr. Walter Pérez Borda

12.2. BUYER BANKING DETAILS:

BANK NAME:
BANK ADDRESS:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT ADDRESS:
ACCOUNT NUMBER:
ACCOUNT SIGNATORY:

13. OTHER CONDITIONS

13.1. CONFIDENTIALITY: The terms of this contract, additional agreements to it and other information
received by the parties in accordance with this contract are confidential and not subject to
disclosure.

13.2. CLAIMS. Any claim that may arise from either Party and in connection with this Agreement
must be filed within 45 working days from the date of its discovery and must be accompanied by
official documents confirming such a claim, as well as a claim for any protection.
The execution of this contract is governed by English law, and any dispute arising out of or in
connection with this contract must be submitted for consideration and finally resolved by
arbitration in London (UK).

13.3. NOTICES: Any notice or communication required in this agreement must be made in writing
and shall be deemed notified three (3) business days after receipt by the other party, provided
that it is sent by any of the following methods: personal delivery, registered mail, other type of
written letter that has confirmation of delivery. The messages will be sent to the addresses
specified in this agreement.

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14. SIGNATURES OF THE PARTIES

SELLER: BUYER:
Compania Minera Del Ande W.P. S.A.C. A&D Ltd.

Mr. Walter Pérez Borda Mr. Dariusz Przywarski

Title: General Manager Title: CEO

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 ANNEX No.1
General technical specification of type “B” thermal coal (product)

Total Moisture (%), no more than 8.0 ISO 589

Ash (%) 6.0 ISO 1171
Volatile Matter (%) 35.0 ISO 562
Sulphur (%) 0.8 ISO 334 or 351
Gross Calorific Value (kcal/kg), not less 6300 ISO 1928
(NAR) Net Calorific Value (kcal/kg), not less 6000 ISO 1170 at constant pressure
Mercury (Hg) ppm <0.25

Size:
Nominal Top size ……. 50 mm
% wt, 25 – 50 mm 50%
% wt, 13 – 25 mm 25%
% wt, 6 – 13 mm 20%
% wt, 0 – 6 mm 5%

SELLER: BUYER:

Compania Minera Del Ande W.P. S.A.C. A&D Ltd.

__________________________ _____________________
Mr. Walter Pérez Borda Mr. Dariusz Przywarski
Title: General Manager Title: CEO

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 ANNEX No. 2
- DOCUMENTARY CREDIT (DLC)

DOCUMENTARY CREDIT (ICC № 600 «UCP») to secure payment for the cargo/ rejection a cargo – Sample
Documentary credit Number: (to be inserted by the Issuing bank - Buyer's Bank (issuing bank of documentary credit)

Type of Documentary credit: irrevocable and confirmed documentary credit to Seller's Bank (Seller's
Bank must be a nominated bank for documentary credit)

Date of issue: 30 December 2022

Date of expiry: April 12, 2023
Validity: 100 days

Applicant/ Buyer: A&D Ltd.

Issuing Bank:

Beneficiary/ Seller: Compania Minera Del Ande WP S.A.C.

Nominated bank: Banco de Credito del Peru SWIFT CODE: BCPLPEPL
Currency: US dollars
Face value: $26,250,000.00

Text of the Buyer's application for opening the documentary credit (DLC)

******************
The Buyer (applicant) in the Buyer's Bank (issuing bank of documentary credit) must issue for the sale
of 105,000 MT of Thermal Coal an irrevocable and confirmed, non-transferable, divisible, assignable
documentary credit to Seller's Bank, allowing for partial shipments, (Seller's Bank must be a nominated
bank for documentary credit) in favor of Seller (beneficiary of documentary credit) in the amount of
US$26,250,000.00 valid for 100 calendar days after the opening date of the letter of credit and
payable at sight against presentation of the following of cargo documentation:
1) Commercial invoice indicating the contract No. and DLC No. – (1 Original + 3 copies)
2) Clean on-Board Bill of Lading, marked FREIGHT PREPAID, issued by a vessel’s master – (2 Originals + 3
copies)
3) Insurance policy in favor of the BUYER in the amount of 110% of the Commercial Invoice – (3 copies)

The amount to be transferred to the beneficiary account will be indicated on the commercial invoice.
This DOCUMENTARY CREDIT is subject to the Uniform Customs and Practice for Documentary Credits,
2007 Revision, commonly known as UCP 600.

SIGNATURES OF THE PARTIES

SELLER BUYER

Compania Minera Del Ande W.P. S.A.C. A&D Ltd.

__________________________ _____________________
Mr. Walter Pérez Borda Mr. Dariusz Przywarski
Title: General Manager Title: CEO

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