DATED :.................................................................

BETWEEN

SUHUNUNU MAHAMA ARIZINI

(As “TRANSFEROR”)

AND

COBALT INTERNATIONAL SERVICES (GH) LIMITED

(As “TRANSFEREE”)

DEED OF TRANSFER OF SHARES

This Deed of Transfer of Shares (the ‘’Agreement’’) is made this day of 2023;

BETWEEN:

SUHUNUNU MAHAMA ARIZINI of W/C 3 Walewale Mosque, Walewale, Tamale (hereinafter referred to as
the “Transferor”) of the first part.

AND

COBALT INTERNATIONAL SERVICES (GH) LIMITED a company incorporated in Ghana and having its registered
address at H/No 34/136, Comm 10, Tema and acting by its authorised representative Mike Kumah (hereinafter
referred to as the “Transferee”) of the second part.

(Hereinafter both referred to as the “Parties”).

WHEREAS:

A. First Ghana Metals Limited (the “Company”) is a company incorporated in Ghana and having its
registered address at H/No W/C 3 Walewale, Tamale.

B. The Transferor is the registered holder of 1,000 ordinary shares representing 100% of the issued
shares (“Shares”) of the Company.

C. The Transferor has agreed to sell 900 ordinary shares of its Shares in the Company representing 90%
of the issued Shares (“Transfer Shares”) with its existing rights and the Transferee has agreed to
purchase the Transfer Shares free from all encumbrances subject to the terms and conditions of this
Agreement.

1. TRANSFER

1.1 The Transferor as legal and beneficial owner of the Shares shall transfer to the Transferee and the
Transferee (relying on the representations, warranties, undertakings and contained in
this Agreement) shall accept the transfer of the Transfer Shares free from all
encumbrances or security interest of any kind (or an agreement or commitment to create any of the
same);

1.2 The Transferee shall not be obliged to complete the transfer of any of the Transfer Shares
unless the transfer of all the Transfer Shares is completed simultaneously.

2. CONSIDERATION

In consideration for the sum of GHS XX from the Transferee to the Transferor (receipt of which the
Transferor hereby acknowledges), the Transferor as beneficial owner hereby transfers and assigns to
the Transferee, 900 ordinary shares of the Shares representing 90% of the issued Shares of the
Company presently held by the Transferor.

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3. COMPLETION

3.1 The Completion Date shall be:

3.1.1 The second business day in Ghana following the date on which all of the terms of this
Agreement are satisfied or waived; or

3.1.2 Any other date agreed by the Transferor and Transferee

3.2 Where Completion is deferred in accordance with Clause 3.1.1 of this Agreement, the Completion
Date shall be the date to which Completion is so deferred.

4. COMPLETION OBLIGATIOS

4.1 At Completion the Transferor shall:

4.1.1 deliver or cause to be delivered to the Transferee the Share Certificate in favour of the
Transferee

4.1.2 procure that a board meeting of the Company be held and resolution be passed authorising
the transfer of the Transfer Shares from the Transferor to the Transferee

4.1.3 deliver to the Transferee certified true copies of the board resolution authorising the transfer
of the Shares from the Transferor to the Transferee

4.1.4 ensure that the necessary authorisation is procured from all relevant government agencies

4.1.5 deliver or arrange for the delivery of the fully executed and stamped copies of this
Agreement and the Share Transfer Form to the Transferee.

4.2 the Transferee shall pay the consideration in accordance with Clause 2 of this Agreement.

5. REPRESENTATIONS AND WARRANTIES

5.1 Representations by Transferor

The Transferor represents and warrants that:

5.1.1 he is the sole legal and beneficial owner of the Transfer Shares and he is entitled to transfer
the full legal and beneficial ownership in the Transfer Shares to the Buyer on the terms set
out in this Agreement.

5.1.2 there is no encumbrance on, over or affecting the Transfer Shares and no person has made
any claim to be entitled to any right over or affecting the Transfer Shares.

5.1.3 he has the right, power and authority and has taken all action necessary to execute and
deliver and to exercise his rights and perform his obligations under this Agreement and each
document to be executed at or before Completion.

5.1.4 no consent, authorization, license or approval of or notice to any regulatory body or

authority or any other person is required to authorize the execution, validity, enforceability
of this Agreement or the performance of his obligations under this Agreement.

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 5.1.5 no order has been made and no resolution has been passed for the winding up of the
Company and no meeting has been convened for the purpose of the winding up of the
Company. No receiver (which expression shall include an administrative receiver) has been
appointed in respect of the Company or in respect of all or any part of its assets.

5.1.6 The Company is not unable to pay its debts and neither has it stopped paying its debts as
they fall due. There is no composition in satisfaction of its debts or scheme of arrangement
between it and its creditors.

5.2 Undertakings by Transferor

The Transferor undertakes to the Transferee that, if and for so long as he remains the registered
holder of any of the Trabsfer Shares, upon the execution of this Agreement, it shall:

5.2.1 hold such Transfer Shares together with all dividends amd any other distribution of profits or
other assets in respect of the Transfer Shares, and all rights arising out of or in connection
with them, in trust for the Transferee

5.2.2 deal with and dispose of the Transfer Shares, dividends, distributions, assets and rights as the
Transferee shall direct

5.2.3 exercise all voting rights attached to the Transfer Shares in such manner as the Transferee
shall direct and

5.2.4 if required by the Transferee, execute all instruments of proxy or other documents as may be
necessary to enable the Transferee to attend and vote at any meeting of the Company.

5.3 The Transferor shall indemnify the Transferee and keep it indemnified against all claims,
damages,losses, outgoings and liabilities whatsoever which may arise out of any breach of the
warranties, representations and undertakings together with all costs, charges, interest, penalties and
expenses relating thereto.

6 GOVERNING LAW AND FORUM

6.1 This Agreement and any non-contractual obligation arising out of or in connection with it shall be
governed by and construed in accordance with Ghanaian Law.

6.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its
existence, validity or termination, shall be referred to and finally resolved by the Ghanaian Courts and the
Parties further irrevocably agrees that a judgment in any proceedings brought in the Ghanaian Courts
shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction.

7 GENERAL PROVISIONS

7.1 Agreement Survives Completion

This Agreement (other than obligations that have already been fully performed) remains in full force
after Completion.

7.2 Severance

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 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it
shall be deemed deleted, but that shall not affect the validity and enforceablity of the rest of this
Agreement.
7.3 Rights and Remedies
Except as expressly provided in this Agreement, the rights and remedies provided under this
Agreement are in addition to, and not exclusive of, an rights or remedies provided by law.

7.4 Entire Agreement

This Agreement shall constitute the entire agreement between the Parties with respect to its subject
matter, and all prior contracts, proposals, representations, negotiations and understandings, either
orally or in writing, are hereby superseded.

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IN WITNESS WHEREOF the Parties hereto have hereunto set their hands the day and year first above written.

Signed by )

SUHUNUNU MAHAMA ARIZINI )

in the presence of )

Name )
)
)

_________________________

Signed by )

Name

Position )

for and on behalf of )

COBALT INTERNATIONAL SERVICES (GH) LIMITED )

in the presence of )

Name )
)
)

________________________

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