Att.o Qk6rSY1sT023dNFHLyWX1GE4gof9iFOL7BIWE4yMQ

SELENO MINING & DABAWENYO MINERALS
SALES AND PURCHASE AGREEMENT

№: SLN-2024050B010-F0507
This SALES AND PURCHASE AGREEMENT (referred to as this „SPA‟ or „SPA‟) is made and entered into on May 07,
2024 by and between:
BUYER
COMPANY: SELENO MINING (SHENZHEN) LTD
ADDRESS: NO. 11 TIELUXIA, KENGZI STREET, PINGSHAN,SHENZHEN, CHINA
USCI. №: 9144 0300 3194 81221A
DIRECTOR: Ted He
MOBILE: +86-755-89966882，+8613823321061
EMAIL: hjfscu@gmail.com， tedhe@selenogroup.com
SELLER
COMPANY: DABAWENYO MINERALS CORPORATION
ADDRESS: Jular Compound Lementi St., Brgy Central Mati, Mati City Davao Oriental
CEO: Alcid Sayre
MOBILE: +63967532 2182
EMAIL: sayrealcid23@gmail.com/josan.tabay03@gmail.com
The Seller has agreed to sell and Buyer has agreed to buy copper ore at the following terms and conditions ; IT IS
AGREED by the parties as follows, Both hereinafter referred to individually as “the Party” and jointly as “the
Parties”.
WHERE AS:
I. The Seller has capacity to deliver for sale high quality mineral resources and more specifically in this case Copper
Ore (hereinafter referred to as “the cargo”);
II. The Buyer has indicated serious interest to buy from the Seller over a specified period of the cargo;
III. The Seller has also demonstrated serious capacity to meet the cumulative supply needs of the Buyer in terms of
quality and quantity over the period covered by this SPA;
IV. In pursuance of the foregoing intentions, the Parties are now desirous of recording and documenting their
respective obligations under this SPA under the stipulated terms and conditions itemized below.
IT IS NOW HEREBY AGREED BY THE PARTIES as follows:

www.selenogroup.com 1 / 15 SLN-2024050B010-F0507
ARTICLE -1 DEFINITION OF TERMS
The Parties agree that the terms below, when used in this SPA, unless otherwise specifically defined, shall have
the following meanings and definitions:
COPPER ORE: A Copper Mineral ore with the Copper content of more than 3%, and of which 90% of the ore
particles do not exceed 50 mm. Also known as copper ore particles.
MT: Metric Ton(s), 1 MT = 1,000 kilogram
WET BASIS: Means Ore in its natural wet state.
WMT: MEANS A Wet Metric Ton of Ore
DRY BASIS: Means Ore dried at 105 Degree Centigrade.
DMT: Metric Ton under Ore dried at 105 Degree Centigrade
GPDT: Grams per dry ton
USD: United States Dollars
SGS: Societe Generale de Surveillance S.A.
CIQ: China Entry-Exit Inspection and
Quarantine CCTC: China Customs Technology Center
L/C (MT700): The confirmed negotiable, IRREVOCABLE, DIVISIBLE, non-tranferable letter of credit from top
prime bank at sight
T/T (MT103): Telegraphic Transfer
The Parties agree that all other commercial terms in this SPA shall be in accordance with the ICC INCOTERMS
2010.
ARTICLE -2 CARGO AND LOGISTICS
The Parties agree further that the cargo and or commodity covered under this SPA shall relate to the following:
2.1 COMMODITY: A Copper Mineral ore with the Copper content of more than 10 %, and of which 90% of the
ore particles do not exceed 50 mm. Also known as copper ore particles.
2.2 ORIGIN: PHILIPPINES
2.3 QUANTITY: 10000 MT (trial order 10000MT, 15000 MT monthly for the first three
months, gradually increasing in volume until it reaches 20000 MT monthly.)
2.4 UNIT PRICE (TENTATIVE): 67.563 USD per dry ton（Cu 3.0%~3.99%)，LME price is
8662USD March.28th 2024, price =8662*3.0%*26%= 67.563USD*10000MT)
2.5 TOTAL AMOUNT(TENTATIVE): 675630 USD (±10%)
2.6 LOADING PORT: Anywhere in the Philippines
2.7 DESTINATION PORT: HuangPu Port, Guangzhou,China
2.8 LATEST SHIPMENT DATE: Shipment 5000MT Copper Ore not later than October 15, 2024.
2.9 PACKING: In bulk vessel DWT/ Containerized
2.10 PARTIAL SHIPMENT: Allowed
2.11 TRANSSHIPMENT: NotAllowed
2.12 DELIVERY: FOB NanSha Port port, China as per INCOTERM 2010
ARTICLE -3 PRICING MECHANISM AND PRICE ADJUSTMENT
The Parties agree and covenant that the price and price adjust payable for the cargo shall be guided by the
content of the table outlined hereunder, that is to say:
Copper Ore FOB Unit Price = Copper price + Gold price
copper ore price = Cu price (Dry Basis) Other elements: FREE

copper content (Cu%) Price factor copper ore FOB price (USD per DMT)
Cu % ＜ 2% Refuse or negotiate separately (Choose by the buyer)
2% ≤ Cu % ≤ 2.99% 20.0% LME ×20.0% ×Cu %
If Cu within 2% ≤ Cu % ≤ 2.99%, so the Au must up 4 GPDT
25.0% LME ×25.0% ×Cu %
3% ≤ Cu % ≤ 3.99%
If Cu within 3% ≤ Cu % ≤ 3.99%, so the Au must up 3 GPDT
4% ≤ Cu % ≤ 4.99% 28.5% LME ×28.5% ×Cu %
5% ≤ Cu % ≤ 5.99% 33.0% LME ×33.0% ×Cu %
6% ≤ Cu % ≤ 6.99% 36.0% LME ×36.0% ×Cu %
7% ≤ Cu % ≤ 7.99% 40.5% LME ×40.5% ×Cu %
8% ≤ Cu % ≤ 8.99% 44.0% LME ×44.0% ×Cu %
9% ≤ Cu % ≤ 9.99% 46.0% LME ×46.0% ×Cu %
10% ≤ Cu % ≤ 10.99% 48.0% LME ×48.0% ×Cu %
11% ≤ Cu % ≤ 11.99% 50.0% LME ×50.0% ×Cu %
12% ≤ Cu % ≤ 12.99% 51.0% LME ×51.0% ×Cu %
13% ≤ Cu % ≤ 13.99% 52.0% LME ×52.0% ×Cu %
14% ≤ Cu % ≤ 14.99% 53.0% LME ×53.0% ×Cu %
15% ≤ Cu % ≤ 15.99% 54.0% LME ×54.0% ×Cu %
16% ≤ Cu % ≤ 16.99% 55.0% LME ×55.0% ×Cu %
17% ≤ Cu % ≤ 17.99% 56.0% LME ×56.0% ×Cu %
18% ≤ Cu % ≤ 18.99% 57.0% LME ×57.0% ×Cu %
19% ≤ Cu % ≤ 19.99% 58.0% LME ×58.0% ×Cu %
20% ≤ Cu % ≤ 20.99% 59.0% LME ×59.0% ×Cu %
21% ≤ Cu % ≤ 21.99% 60.0% LME ×60.0% ×Cu %

Gold Unit price (USD per DMT)
Gold content (GPDT) Price factor Gold FOB price (USD per DMT)
Au Content <2 GPDMT 0% free

40% (LME au ÷ 31.1035) × 40% × Au GPDMT
2 GPDT ≤ Au Content <4 GPDMT
Same as Cu price table. Otherwise negotiate price by buyer
4 GPDT ≤ Au Content <6 GPDMT 45% (LME au ÷ 31.1035) × 45% × Au GPDMT
6 GPDT ≤ Au Content <8 GPDMT 50% (LME au ÷ 31.1035) × 50% × Au GPDMT
8 GPDT ≤ Au Content＜9 GPDT 55% (LME au ÷ 31.1035) × 55% × Au GPDMT
9 GPDT ≤ Au Content ＜10 GPDT 58% (LME au ÷ 31.1035) × 58% ×Au GPDMT
ABOUT LME:
 The LME Quotation Period (QP) for gold in final invoice shall be the average of Five
consecutive effective working days Before arriving at the destination port.
 Formula of Unit Price per Wet metric ton: (LMEau ÷ 31.1035)*Coefficient*AuGPDT*(1-moisture)
USD/WMT
ARTICLE -4 QUALITY REQUIREMENTS & IMPURITY DEDUCTION PRICE
The Parties covenant that under this SPA, the quality specifications shall strictly comply with the listed standards.
ITEM QUALITY REQUIREMENTS & IMPURITY DEDUCTION PRICE

Copper
Refuse or negotiate separately (Choose by the Buyer)
Cu ＜ 2 %
If As ＞0.5%, based on 0.5%, for every 0.1% increase in As, 3 USD per ton is deducted.
Arsenic
If As content increases less than 0.1%, it is calculated as 0.1%.
As: 0.50% max
If As ＞0.70%, Refuse (Chinese Customs Regulations)
If Moisture ＞6%, based on 8%, for every 1% increase in Moisture, 3 USD per wet ton is
Moisture: 6% max deducted. If Moisture increases less than 1%, it is calculated as 1%.
If Moisture ＞10%, Refuse or negotiate separately (Choose by the buyer).
Radioactive dose Comply with Chinese customs regulations (Subject to CCTC test results)
Size: 90% of the Copper Ore Particles is less than 50 mm
If Size＞ 50 mm content exceeds 10%, based on 10%, for every 1% increase in “Size＞50 mm content”, 2 USD
per ton is deducted. If “Size＞50 mm content” increases less than 1%, it is calculated as 1%.
If “Size＞50 mm content” exceeds 20%, Deduct 8 USD per wet ton of ore crushing fee or Refuse or Negotiate
separately (Choose by the buyer)
ARTICLE -5 WEIGHT, SAMPLING & QUALITY DETERMINATION
The Parties agree that initially XRF result followed by CCIC or any mutually agreed agency like Hexat or
Libra is the testing agency for the port of shipment and CIQ is the testing agency for the port of destination. . The
Parties agree and covenant that this Contract shall be carried out under the following further terms:
5.1 At the port of loading, the weight is determined by the international weighing scale at the loading port,
and CCIC (or any mutually agreed agency) take samples and analysis as per international standards.
Certificate of Quality by XRF result at loading port shall form the basis for raising the Invoice. The cost of
such weighing, sampling and analysis shall be to the Seller’s account. Report-A.
5.2 CIQ shall carry out weighing, sampling and analysis at the discharge port. The Certificate of Quality/Weight
issued by CIQ based on the sampling and analysis and weight established at the discharge port will be used in
determining for claim (if any). The cost of such sampling and analysis shall be to the buyer‟s account. THE
SELLER has the right to appoint his assayer at the Destination for his satisfaction, any cost for this will be
borne by the seller. Report-B.
5.3 If the difference between the Quality/ Weight of Report-A and Report-B does not exceed 0.5%, settlement
will be made according to Report-A. If the difference between the Quality/ Weight of Report-A and
Report-B exceeds 0.5%, but not more than 1%, the settlement is based on the average of Report-A and
Report-B. If the difference between the Quality/ Weight in Report-A and Report-B is greater than 1%, then
the Parties will amicably agree to a price for the cargo, if the Parties failed to reach an amicable settlement
then (Both parties agree to designate a third-party testing agency CCIC or SGS for retesting, the seller can
witness at the factory, the testing report would be the final settlement report. The price of goods will be
calculated based on the final settlement report; The testing fee shall be borne by the party that deviates
significantly from the third-party testing report).
5.4 ELEMENT CONTENT DETERMINATION

5.4.1 The Parties agree that ELEMENT CONTENT is subject to the CIQ report of the destination port.
Element Content
Cu ≥2%
As <0.50%
Pb <6%
F <0.1%
Cd <0.05%
Hg <0.01%
Size: 0-50 mm >95%
5.4.2 RADIOACTIVITY
The goods‟ Radioactive Element shall be below 0.9BQ/g and shall be otherwise free of constituents
deleterious and radicalized to the smelting and refining process，which shall be tested by CIQ at the port of
destination.
5.4.3 ARSENIC (As)
If the difference between the Arsenic content of Report A and Report B does not exceed 0.05%, settlement
will be based on Report A. If the difference between the Arsenic content of Report-A and Report-B is
greater than 0.05%, but not more than 0.10%, the settlement is based on the average of Report-A and
Report-B. If the difference between the Arsenic content in Report-A and Report-B is greater than 0.10%
Or the average of Report-A and Report-B is greater than 0.70%, then the Parties will amicably agree to
a price for the cargo, if the Parties fail to agree then the buyer has the right to reject the cargo and the seller
must refund the paid payment to the buyer within 3 bank working days, so it will be the seller‟s property.
5.4.4 MOISTURE
If the difference between the Moisture content of Report A and Report B does not exceed 0.5%,
settlement will be based on Report A. If the difference between the Moisture content of Report-A and
Report-B is greater than 0.5%, but not more than 1%, the settlement is based on the average of Report-A
and Report-B. If the difference between the Moisture content in Report-A and Report-B is greater than 1%
or the average of Report-A and Report-B exceeds 6%, then the Parties will amicably agree to a price for
the cargo, if the Parties fail to agree then the buyer has the right to reject the cargo and the seller must
refund the paid payment to the buyer within 3 bank working days, so it will be the seller‟s property.
5.5 In case the basis the ARTICLE -3, the ARTICLE -4, the Section 5.3 and the Section 5.4 and the Section
5.5 above is under rejection, cargo will be rejected full in quantity and rejected cargo is property of the seller.
Based on this type of situation, if the seller requests to Deport or dispose of the cargo in other ways, the buyer
should unconditionally and actively provide assistance to the seller.
ARTICLE -6 DELIVERY DOCUMENTS
I. The seller‟s signed provisional invoice in triplicate.
II. A full set (3/3) of Bill of Lading and indicate the notify party in accordance with the requirements of
buyer.
III. Copper Ore export license corresponding to the batch of Copper Ore
IV. CCIC PHILIPPINES‟s (or any mutually agreed agency) inspection report of weight issued
based on their supervision for the cargo to be shipped at port of loading in one original and three
copies indicating the actual weight and
moisture.
V. CCIC PHILIPPINES‟s (or any mutually agreed agency)inspection report of quality issued
based on their analysis for the cargo to be shipped in one original and three copies indicating the
actual chemical analysis on dry basis.
VI. Certificate of origin issued by the manufacturer and certified by the chamber of Commerce of the country
of the manufacturer (1 original and 3 copies).
VII. Three original commercial invoices
VIII. Packing list in 3 original and 3 copies.
ARTICLE -7 PAYMENT BANK INFORMATION
The designated bank account information recognized by the buyer and seller is as follows:
SELLER’S BANK INFORMATION
The bank nominated by the seller to receive the MT700 Confirmed only, BANK details for the
Revolving and Irrevocable L/C will follow.
BANK NAME SECURITY BANK
Security Bank Centre, 6776 Ayala Avenue, Makati City,
BANK ADDRESS
PHILIPPINES
BRANCH STORE Davao-Monteverde Branch
SWIFT CODE SETCPHMM
ACOUNT NUMBER (Php) 0000033060974
ACCOUNT NAME DABAWENYO MINERALS CORP.
ACCOUNT NAME SIGNATORY ALCID M. SAYRE
BANK OFFICER
Bank E-Mail davaomonte@securitybank.com.p
BANK TELEPHONEMOBILE (082) 222-2124/224-2966
LANDLINE NUMBER
SHIPPER INFORMATION
SHIPPER NAME DONG SO MYUNG JIN CORP.
SHIPPER ADDRESS UF 19-20 ASPIRE Commercial Bldg., Bonifacio St., Tagum

City,Davao Del Norte. Philippine
SHIPPER MOBILE +63 9101535608/09659804336
BUYER'S BANKING INFORMATION
BANK NAME China Construction Bank（CCB）
ACCOUNT NAME: SELENO MINING (SHENZHEN) LTD
BANK SWIFT CODE: PCBCCNBJSZX
BANK BRANCH: China Construction Bank Corporation, ShenShen Branch,

Shenzhen China,
CCB BUILDING NO.8 PENGCHENG 1ST RD., FUTIAN

BANK ADDRESS
DISTRICT, SHENZHEN,518026, CHINA
BANK PHONE: +86-755-26765746
The seller shall issue a Commercial Invoice corresponding to the "PAYMENT SETTLEMENT AGREEMENT" to the
buyer within 2 working days after the "PAYMENT SETTLEMENT AGREEMENT" is signed.
ARTICLE -8 PAYMENT TERMS (the first order by T/T (MT103)
8.1 DLC-MT700 as payment guarantee and TT/MT103 payable as the ARTICLE-8.4 sighed “PAYMENT
SETTLEMENT AGREEMENT”.
8.2 Partial Withdrawal: Allowed & Partial Shipment: Allowed.
8.3 The buyer opens DLC to Seller‟s bank to help seller get funds support from bank.
8.4 Both parties sign a “PAYMENT SETTLEMENT AGREEMENT” based on the CCIC and CIQ testing
report.
8.5 The seller shall issue a commercial invoice corresponding to the "PAYMENT SETTLEMENT
AGREEMENT" to the buyer within 2 working days after the "PAYMENT SETTLEMENT AGREEMENT" is
signed.
8.6 The Buyer shall pay by TT within 3 working days after the Seller issues the final commercial invoice
ARTICLE -9 TAXES, TARIFFS, CHARGES, LICENCES AND PERMITS
It is the parties’ further agreement that:
9.1 Regarding Taxes, tariffs and charges, all export taxes, duties and charges, whether existing or new on the
Copper Ore or on commercial documents relating to or on the cargo itself shall be borne by Seller. All
import taxes, duties and charges, whether existing or new on the Copper Ore or on commercial
documents relating thereto or on the cargo itself shall be borne by Buyer.
9.2 With specific reference to Licenses and Permits, Seller had previously confirmed and also hereby further
confirms that all the necessary licenses and permits required to export the Copper Ore contracted herein
have been obtained. Buyer confirms that all the necessary licenses and permits required to import the
Copper Ore contracted herein have been obtained.
ARTICLE -10 BONDED WAREHOUSE AND INSPECTION COSTS AND BENEFICIARY
The Bonded warehouse and the inspection Charges of CCIC PHILIPPINES at port of origin and loading should
be covered by the seller and the Bonded warehouse Charges and the inspection Charges of CIQ at destination
shall be covered by the buyer.
BENEFICIARY
The Parties agree and confirm herein that all payments for the Copper Ore supplied by Seller to the Buyer in
satisfactory compliance with the terms of this SPA shall be made in USD to the Seller‟s nominated
BENEFICIARY through the detailed provided hereunder, namely:
BANK NAME: SECURITY BANK
BENEFICIARY: DABAWENYO MINERALS CORP
IBAN:
ACCOUNT №: 0000033060974
SWIFT CODE: SETCPHMM
ARTICLE -11 TITLE AND RISK
12.1 The seller confirms that the cargo does not contain any weapons, ammunition, mines, ammunition, radioactive
contaminated or any other explosive materials in any form, used or otherwise, as well as cargo prohibited for
import into the territory of the PRC.
12.2 The Parties agree in addition that all claims for quality have to be made to the seller within 7 working days of
receipt of the discharge port inspection report. Claims received by the seller after the deadline shall not be
considered.
ARTICLE -12 FORCE MAJEURE
The Parties agree that:
13.1 Neither Party to this SPA shall be liable for any delay in performing or failure to perform its obligations
(except for delay or failure to pay money when due) due to events of Force Majeure including but not limited
to war, blockade, revolution, riot insurrection, civil commotion, strike, lockout, explosion, fire, flood, storm,
tempest, earthquake, regulations or orders, including but not limited to prohibition of export or import and/or
any other cause or causes beyond reasonable control of the Seller or the Buyer and/or Buyer‟s receiver
whether or not similar to the causes enumerated above. Failure to deliver or to accept delivery in whole or in
part because of the occurrence of an event of Force majeure shall not constitute a default here under or subject
either Party to liability for any resulting loss or damage.
13.2 Upon the occurrence of any event of Force majeure, the Party affected by the event of Force Majeure shall
within 72 (seventy-two) hours of occurrence notify the other Party hereto in writing of such event and shall
specify in reasonable detail the facts constituting such event of Force majeure. Where such notice is not given
within the time required, Force majeure shall not justify the non-fulfillment of any obligations under this
SPA.
13.3 Both Parties agree to use their respective reasonable efforts to cure any event of Force majeure to the extent
that it is reasonably possible to do so.
13.4 In the event of Force majeure preventing the Seller from shipping or delivering the material, or preventing the
Buyer from accepting such material, respectively, deliveries shall be suspended for the duration of such Force majeure
event but if such Force majeure shall last more than 90 (ninety) calendar days, the tonnage involved may be canceled
with immediate effect by the Party not having declared Force majeure by written notice to the other Party.
ARTICLE -13 CONTRACT REVISION
The Parties agree specifically that any amendment or modification to this SPA shall be made in writing and
subject to confirmation by the contracting Parties.
ARTICLE -14 DISPUTE RESOLUTION
The Parties agree that, subject to the options set out in the Articles below, all claims, disputes or differences
whatsoever between the Parties arising out of or in connection with this Contract, including without limitation
to any question regarding its existence, validity or termination, (a “Dispute”) shall be referred to the Singapore
International Arbitration Centre (SIAC). The language of the arbitration shall be English. The number of
arbitrators shall be three. The decisions of the above-mentioned arbitration shall be final and binding on both
Parties. Any dispute arising out of or in connection with this Contract shall be finally settled in accordance with
the ICC Arbitration rules 2012.The present Contract is to be interpreted in accordance with «INCOTERMS
2010»and UN Convention of 1980 «On International Sale-and-Purchase Contracts».
ARTICLE -15 CHOICE OF LAW
The Parties agree that this SPA shall be governed by and construed in accordance with the laws of Singapore,
«INCOTERMS 2010»and UN Convention of 1980 «On International Sale-and-Purchase Contracts».
ARTICLE -16 CONFIDENTIALITY
The Parties agree that the existence of and terms of this SPA shall be held confidential by the parties save to the
extent that such disclosure is made to a Party‟s banks, accountants, auditors, legal or other professional
advisers, or as may be required by law, a competent court or a liquidator or administrator of a Party, or the other
Party has consented in writing to such disclosure.
ARTICLE -17 MISCELLANEOUS
For avoidance of any doubt, the Parties agree that all and any Appendices to the SPA are integral parts of the
SPA and shall have the same legal force as the text of Contract itself. However, in case of discrepancy between
the text of the SPA and Appendices, the text of the SPA shall prevail.
ARTICLE -18 ENTIRE AGREEMENT
The Parties agree as follows:
This SPA constitutes the entire agreement between the Parties and supersedes all representations and prior
agreements (both oral and written) in connection with the matters which are the subject of this SPA.
Each Party acknowledges and represents that it has not relied on or been induced to enter into this SPA by any representation,
warranty or undertaking other than those expressly set out in this SPA. A Party is not liable to the other Party for a representation,
warranty or undertaking of whatsoever nature that is not expressly set out in this SPA.
ARTICLE -19 TERMINATION
20.1 The Parties agree that unless otherwise provided, this SPA may be modified and /or terminated in either of the
following cases, that is to say: (a) Through mutual written agreement by both Parties or (b) If the other Party
for reasons solely within its responsibility fails to perform its obligations within the time limit agreed upon in
this SPA and fails to eliminate or remedy such breach within 90 days following the receipt of the written
notice thereof from the non-breaching party. In such case, the Parties hereby agree that the non-breaching
Party shall give a written notice to the other Party to terminate this SPA.
20.2 The Parties also agree that termination thereof shall not affect any right of the terminating Party including but
not limited to right to claim compensation for damages resulting from termination.
ARTICLE -20 NOTICES & COMMUNICATION EXCHANGES
21.1 CONTACT INFORMATION
21.1.1 THE BUYER
CONTACT: MR. Ted He
PHONE: +86 13823321061
EMAIL: hjfscu@gmail.com, tedhe@selenogroup.com
21.1.2 The Seller
CONTACT: Alcid Sayre
PHONE: +639675322182/+639659804336
EMAIL. sayrealcid23@gmail.com / paoslovie090401@ gmail.com
21.2 The parties however understand that notwithstanding anything to the contrary contained in this SPA, a written
notice or communication actually received by one of the Parties from another including by way of telex, e-
mail or facsimile transmission, receipt of which is properly acknowledged by the addressee shall be adequate
notice or communication to such Party.
21.3 The parties further agree that signatures on this SPA duly executed, sent and received by facsimile and or e-
mail shall be deemed to be an acceptable and valid agreement as between the Parties enforceable and
admissible for all purposes under this SPA.
ARTICLE -21 VALIDATION AND ALTERATION
This SPA shall become effective when the duly authorized representatives of Seller and Buyer sign and seal
thereon. Any change, modification in or addition to the terms and conditions of this SPA shall become effective
after being confirmed by both Seller and Buyer in writing.
IN WITNESS WHEREOF the Parties have executed this document as of the respective dates specified below
with effect from the Effective Date specified on the first page of this document.
SIGNED SEALED AND DELIVERED BY AUTHORISED SIGNED SEALED AND DELIVERED BY AUTHORISED
REPRESENTATIVE OF THE WITHIN-NAMED THE REPRESENTATIVE OF THE WITHIN-NAMED THE
BUYER SELLER
SELENO MINING (SHENZHEN) LTD DABAWENYO MINERALS CORPORATION

(Signed by fully authorized signatory) (Signed by fully authorized signatory)
Signature & Date: May 07, 2024 ature & Date:

Signature March
& Date: May28
07, 2024
ANNEX-1 REGISTRATION CERTIFICATE OF SELENO MINING LTD
ANNEX-2 THE LEGAL REPRESENTATIVE MR. GUOXUEQIANG‟S PASSPORT COPY
ANNEX-3 SELLER ‟S IDENTIFICATION PASSPORT COPY.
ANNEX-4 SELLER‟S SECURITY AND EXCHANGE COMMISSION LIVENSE

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SELENO MINING & DABAWENYO MINERALS

SALES AND PURCHASE AGREEMENT

IT IS NOW HEREBY AGREED BY THE PARTIES as follows:

ARTICLE -1 DEFINITION OF TERMS

MT: Metric Ton(s), 1 MT = 1,000 kilogram

WET BASIS: Means Ore in its natural wet state.

WMT: MEANS A Wet Metric Ton of Ore

DRY BASIS: Means Ore dried at 105 Degree Centigrade.

DMT: Metric Ton under Ore dried at 105 Degree Centigrade

GPDT: Grams per dry ton

USD: United States Dollars

SGS: Societe Generale de Surveillance S.A.

CIQ: China Entry-Exit Inspection and

Quarantine CCTC: China Customs Technology Center

T/T (MT103): Telegraphic Transfer

ARTICLE -2 CARGO AND LOGISTICS

2.2 ORIGIN: PHILIPPINES

2.5 TOTAL AMOUNT(TENTATIVE): 675630 USD (±10%)

2.6 LOADING PORT: Anywhere in the Philippines

2.7 DESTINATION PORT: HuangPu Port, Guangzhou,China

2.9 PACKING: In bulk vessel DWT/ Containerized

2.10 PARTIAL SHIPMENT: Allowed

2.11 TRANSSHIPMENT: NotAllowed

ARTICLE -3 PRICING MECHANISM AND PRICE ADJUSTMENT

Copper Ore FOB Unit Price = Copper price + Gold price

copper ore price = Cu price (Dry Basis) Other elements: FREE

5% ≤ Cu % ≤ 5.99% 33.0% LME ×33.0% ×Cu %

6% ≤ Cu % ≤ 6.99% 36.0% LME ×36.0% ×Cu %

7% ≤ Cu % ≤ 7.99% 40.5% LME ×40.5% ×Cu %

8% ≤ Cu % ≤ 8.99% 44.0% LME ×44.0% ×Cu %

9% ≤ Cu % ≤ 9.99% 46.0% LME ×46.0% ×Cu %

10% ≤ Cu % ≤ 10.99% 48.0% LME ×48.0% ×Cu %

11% ≤ Cu % ≤ 11.99% 50.0% LME ×50.0% ×Cu %

12% ≤ Cu % ≤ 12.99% 51.0% LME ×51.0% ×Cu %

13% ≤ Cu % ≤ 13.99% 52.0% LME ×52.0% ×Cu %

14% ≤ Cu % ≤ 14.99% 53.0% LME ×53.0% ×Cu %

15% ≤ Cu % ≤ 15.99% 54.0% LME ×54.0% ×Cu %

16% ≤ Cu % ≤ 16.99% 55.0% LME ×55.0% ×Cu %

17% ≤ Cu % ≤ 17.99% 56.0% LME ×56.0% ×Cu %

18% ≤ Cu % ≤ 18.99% 57.0% LME ×57.0% ×Cu %

19% ≤ Cu % ≤ 19.99% 58.0% LME ×58.0% ×Cu %

20% ≤ Cu % ≤ 20.99% 59.0% LME ×59.0% ×Cu %

21% ≤ Cu % ≤ 21.99% 60.0% LME ×60.0% ×Cu %

Au Content <2 GPDMT 0% free

ARTICLE -4 QUALITY REQUIREMENTS & IMPURITY DEDUCTION PRICE

ITEM QUALITY REQUIREMENTS & IMPURITY DEDUCTION PRICE

ARTICLE -5 WEIGHT, SAMPLING & QUALITY DETERMINATION

5.4 ELEMENT CONTENT DETERMINATION

5.4.3 ARSENIC (As)

ARTICLE -6 DELIVERY DOCUMENTS

I. The seller‟s signed provisional invoice in triplicate.

VII. Three original commercial invoices

VIII. Packing list in 3 original and 3 copies.

ARTICLE -7 PAYMENT BANK INFORMATION

SWIFT CODE SETCPHMM

ACOUNT NUMBER (Php) 0000033060974

ACCOUNT NAME DABAWENYO MINERALS CORP.

ACCOUNT NAME SIGNATORY ALCID M. SAYRE

Bank E-Mail davaomonte@securitybank.com.p

BANK TELEPHONEMOBILE (082) 222-2124/224-2966

SHIPPER NAME DONG SO MYUNG JIN CORP.

SHIPPER ADDRESS UF 19-20 ASPIRE Commercial Bldg., Bonifacio St., Tagum

BUYER'S BANKING INFORMATION