CONTRACT MINING AGREEMENT:

This CONTRACT MINING AGREEMENT ("CONTRACT") is hereby made and entered into on the
21st date of June 2025 (the "Effective Date") by and between:

FULL NAME OF THE MINE:

___________________________________________________________________
(Hereinafter referred to as the "OWNER" of the "ONE PARTY")

1. Represented herein by: FULL NAME: MUKUTUMA KELLY

ID NUMBER OR PASSPORT NUMBER: 58-195405Z86

DATE OF BIRTH:28 NOVEMBER 1981 and CELL NUMBER: _______________________________

OF: ADDRESS: __________________________________________________________________

AND:

TENGHUI MINING PVT LTD.

1. Represented herein by: FULL NAME: MR DAI ZHIMING

ID NUMBER OR PASSPORT NUMBER: EM2945394 CHINA

DATE OF BIRTH: 16 JULY 1981

CELL NUMBER: 0715912768

OF: STAND NUMBER: 16 OFF BOSMINE ROAD MASHAVA

1. PURPOSE
2. TERM
3. WORK TO BE PERFORMED
4. COMPANSATION
5. INVOISES
6. CONTRACTUAL RELATIONSHIP
7. SUBCONTRACTS
8. REPRESENTATIONS – ENFORCEABILITY
9. CONTRACTOR’S RESPONSIBILITY AND WARRANTIES
10. COMPLIANCE WITH LAWS, PERMITS AND REGULATIONS
11. DESIGNATION OF REPRESENTATIES
12. FINAL COMPLETION OF THE WORK
13. DESIGNS DRAWINGS PREPARED BY THE OWNER
14. CHANGE ORDERS AND CONTRACT AMENDMENTS
15. GOVERNING LAW
16. ENTIRE AGREEMENT
17. ATTACHMENTS
18. SIGNING PAGE

CONTRACT MINING AGREEMENT 1

1. PURPOSE

1.1 The purpose of this Mining Agreement (the “Agreement”) is to establish the rights, responsibilities,
and obligations of the Parties concerning the exploration, extraction, processing, and sale of minerals on
the property described in the above-mentioned Mining Area, in Masvingo, ZIMBAMBWE
(hereinafter referred to as the “Property”). This Agreement aims to facilitate the efficient and
environmentally responsible conduct of mining operations, ensuring compliance with all relevant laws
and regulations. The Parties intend to work cooperatively to maximize the economic benefits of the
mineral resources present on the Property while minimizing any adverse environmental impacts. This
Agreement further outlines the terms for compensation, reporting, and dispute resolution mechanisms
to govern the Parties’ relationship throughout the term of this Agreement.
WHEREAS:

A. Owner intends to contract and engage TENGHUI MINING PVT LTD the "CONTRACTOR"
to carry out and operate the project of mining operations for Gold and any other minerals that
they may found and leach facilities in the above-mentioned Mining Area, in Masvingo,
ZIMBAMBWE (hereinafter referred to as the "Project") and wishes to engage Contractor to
carry out the Work and related activities as described in this Contract; and

B. Owner and Contractor wish to enter into this Contract to evidence their agreement with
respect to Contractor's performance of mining and related activities in connection with the
Project and the compensation to be paid by the Contractor to the Owner in connection
therewith, all upon the terms specified herein.

NOW, THEREFORE, in consideration of the mutual terms, covenants, and conditions contained
herein, the Parties hereto agree as follows:

2. TERM

2.1 The term of this Contract shall commence on the beginning of September 2025 any date
in that month and continue for an initial period of fifteen (15) years (the "Term"). No later than
three (3) months prior to the end of the Term, the Parties shall commence negotiation of an
extension of the Term based upon mutually agreed terms and conditions, which shall be
evidenced by amendment to the Contract. If the Parties fail to agree on terms and conditions
within said three (3) months, then further Work may continue based upon mutually agreed
payment terms until such time as all contract terms are agreed, or the contract is otherwise
terminated by either Party. For clarity, if time and materials rates are selected as the basis to
continue Work pending finalization of Contract extension terms, then such rates must be
revised to reflect indirect costs consistent with terms described.

CONTRACT MINING AGREEMENT 2

3. WORK TO BE PERFORMED

3.1 Contractor for and in consideration of the provisions to be made by the Owner, agrees
to furnish all required labor, material and equipment and do all things necessary or required to
timely complete the Work specified in this Contract and in accordance with the Contract
Specifications and the Schedule of Performance.

3.2 Contractor's organization and work schedules for Contractors' personnel shall be subject
to his approval and not by the Owner prior to commencement of the Work.
4. COMPENSATION

Subject to deductions or offset authorized by this Contract, Contractor shall pay the Owner in
accordance with the following:

4.1 Standard Payments. Each payment during the Term, Contractor shall submit to Owner
for approval and payment no more than one application for payment (each an "Application for
Payment") for all Work performed during a payment period as follows:

4.2 Payment Amounts: Contractor shall pay the Owner 15% of the gross out of the work
produced each time when they produced something and made a sale.

5. INVOICES

5.1 Invoices: Payments or billing will occur each time when the Contactor has produced
something from the mine and not necessarily on a 30-day cycles or each calendar month, but
Contractor shall submit to the Owner a Pro-Forma invoice, supported by appropriate
documents for the Work completed during the prior billing cycle. Payment may be made by
Electronic Fund Transfer.

5.2 Subject to valid adjustments or as otherwise provided in this Contract, Owner agrees to
accept the Contract Price of 15% as full compensation for all Work done during a period.

5.3 Books and Records. Contractor shall (and shall cause its Subcontractors) to maintain
complete and accurate, detailed records and reporting documentation (collectively, the "Books
and Records") on the basis of standard accounting procedures for all costs incurred and
documents in connection with the Project.

6. CONTRACTUAL RELATIONSHIP

6.1 In the performance of this Contract, Contractor shall operate as an independent

6.2 This Contract shall not be construed as creating a relationship of Joint Venture, principal
and agent, or employer and employee, between Owner and Contractor, or Contractor's or
Subcontractor's agents, employees or Subcontractors. Contractor shall have no authority to
hire any person on behalf of Owner, and all persons employed by Contractor shall be deemed
to be solely the employees of Contractor.
7. SUBCONTRACTS

7.1 Contractor shall have the authority to subcontract any part of the Work without prior
written approval of Owner, and in each individual instance, the scope of the Work to be
subcontracted will be subject to Contractor’s approval.

7.2 Contractor agrees that it is responsible to Owner to the extent provided in this Contract
for the acts and omissions of its Subcontractors and of persons either directly or indirectly
employed by them as it is for the acts and omissions of persons directly employed by it.

7.3 Flow-Down Provisions. This Contract shall be incorporated by reference into all
contracts relating to the Work. Contractor shall cause all contracts relating to the Work
(including, without limitation, all Subcontracts) to specifically include the requirements of the
following provisions of this Contract:

8. REPRESENTATIONS-ENFORCEABILITY

8.1 Owner represents it has the power to execute and deliver this Contract; and, upon
execution and delivery of this Contract by the Parties, the same will be enforceable in
accordance with its terms.

8.2 Contractor represents it has the power to execute and deliver this Contract; that, upon
execution and delivery of this Contract by the Parties, the same will be enforceable in
accordance with its terms.

9. CONTRACTOR'S RESPONSIBILITY AND WARRANTIES

9.1 Contractor shall furnish all labor, supervision, equipment, materials, supplies, services,
and incidentals necessary (except where specifically to be provided by Owner) to carry out the
Work hereunder in accordance with the terms of this Contract. If Contractor is aware of
discrepancies in the Design Drawings or Contract Specifications, the matter shall be submitted
in writing, in the first instance, to Superintendent for interpretation.

9.2 Contractor has reviewed the Design Drawings provided at the Effective Date, and
represents that it understands the design of the Project and can perform the Work specified in
this Contract in accordance with Applicable Law, the Contract Specifications and all
requirements in this Contract.

9.3 All Work shall be performed in accordance with the generally accepted current national
standards of professional care, skill, diligence and competence normally provided by a
professional in the performance of services similar to the Work. Contractor shall be properly
qualified to perform the Work, shall possess all licenses and professional certificates required
by Applicable Laws and shall perform the Work in compliance with all Applicable Laws.
Contractor warrants that all Work and workmanship (including that of all Subcontractors) shall
be of the elevation and quality specified in this Contract, shall conform in all respects to the
requirements of this Contract, and shall be performed in accordance with good, safe and
workmanlike practices.

CONTRACT MINING AGREEMENT 3

9.4 Contractor's responsibility shall include, but not be limited to: (a) transportation of its
personnel, material, and equipment to and within the Site; (b) prompt unloading, handling, and
storage of all material and equipment to be furnished or used by Contractor; (c) clean up and
minimization of its debris and surplus material; (d) temporary construction facilities for its
operations; (e) protection from weather and other protection for, and make good any damages
or loss to the Work (and the materials and equipment required therefor) to the extent caused b
or resulting from the fault of Contractor or its Subcontractors, until agreed to in a Notice of
Final Acceptance by the Owner.

9.5 Contractor shall provide experienced and efficient supervision of the Work and shall,
during the execution of the Work, maintain at the Site a competent full time representative and
any necessary assistants.

10. COMPLIANCE WITH LAWS, PERMITS AND REGULATIONS

10.1 To the extent applicable to the performance of the Work, Contractor at all times shall
comply with (and shall require that all of its Subcontractors comply with) any and all statutes,
laws, rules, regulations, orders, stipulations, restrictions, conditions, permits (including, but not
limited to, obligations and restrictions under any record of decision relating thereto and those
ordinances, licenses, judgments, decrees, directives, instructions, and interpretations
promulgated by any federal, state or local governmental authority having jurisdiction over the
Project or the Work including, but not limited to, safety and accident prevention regulations
and standards and recordkeeping requirements under the law of Zimbabwe. ("Applicable
Laws"); and Contractor shall file all reports, in connection with the Work. Contractor shall be
liable for any fines, penalties, liabilities and costs associated with Contractor's failure, or the
failure of any Subcontractor, to comply with Applicable Laws except to the extent such failure is
caused by the Owner or those for whom Owner is responsible. Any regulatory civil penalties
charged to Owner or other costs incurred by Owner as a result of any failure of Contractor or a
Subcontractor to comply with Applicable Laws will be back-charged to the Contractor.
CONTRACT MINING AGREEMENT 4

10.2 Owner shall obtain and maintain in good standing all permits and licenses necessary for
the performance and completion of mining activities at the Site and Contractor shall obtain and
maintain in good standing, and assure its subcontractors obtain and maintain in good standing,
all business, contracting and equipment operating permits and licenses necessary for its
performance and completion of the Work on behalf of Owner.

11. DESIGNATION OF REPRESENTATIVES

11.1 Upon signing this Contract, (i) Contractor shall designate competent representatives on
his behalf, who will have complete charge of the Work and shall be authorized to make Project-
specific agreements binding Contractor. (ii) Owner shall designate in writing a competent
representative who shall be authorized to act on behalf of the Owner.

11.2 The Parties' designated representatives shall be available at all reasonable times and the
Parties will communicate through those representatives.

12. FINAL COMPLETION OF THE WORK

12.1 At the expiration of the Term of this Contract, Owner will carry out an inspection of the
Work. The Work performed hereunder may be accepted as a whole or in separately defined
parts. If all of the Work has been completed to the satisfaction of Owner, Owner will provide
written notice to Contractor ("Notice of Completion"). In the event the notice includes only a
portion of the Work, the notice will contain a list of items that must be completed in order to
reach Final Completion. The Final Completion period may extend past the end of the Term so as
to allow Contractor to remedy any issues described by the Owner in its partial notice. In the
event that Contractor disagrees with the items listed, Contractor may exercise its rights as
defined elsewhere in this Contract.

13. DESIGN DRAWINGS PREPARED BY THE OWNER

13.1 The Design Drawings in effect as of the Effective Date of this Contract are contained and
attached to this contract. Additional Design Drawings issued by Owner will be supplied to
Contractor as they become incorporated in Owner's mine plan. Contractor is permitted to rely
upon such Design Drawings therein.
CONTRACT MINING AGREEMENT 5

14. CHANGE ORDERS AND CONTRACT AMENDMENTS

14.1 The Contract Price and Schedule established in this Contract is not subject to change
except as expressly provided in this Contract and by a written Change Order, signed by
Contractor and Owner.

14.2 Any Amendment to this Contract shall bind the Parties only if made by a written
document which both states that it amends this Contract and is signed by Owner and
Contractor.

15. GOVERNING LAW

This Contract shall in all respects be interpreted and governed by the laws of Zimbabwe.

16. ENTIRE AGREEMENT:

This Agreement constitutes the entire agreement between the Parties and supersedes all prior
negotiations, discussions, and understandings between the Parties, whether oral or written.

17. ATTACHMENTS

The following Attachments referenced therein are an integral part of the Contract and are
made part of the Contract by their reference:
 18. SIGNING PAGE

IN THE PRESENCE OF THE SUBSCRIBED WITNESS, the Parties hereto have executed this Agreement as of
the _______ day of JUNE 2025

[Your Company Name]

EXECUTED BY THE OWNER: ______________________________________________________________

FULL NAME: ________________________________________ DATE: ____________________________

AS WITNESSES:

1. ______________________________________________________________________________

2. ______________________________________________________________________________

TENGHUI MINE PVT LTD

EXECUTED BY THE CONTRACTOR: ________________________________________________________

FULL NAME: ________________________________________ DATE: ____________________________

AS WITNESSES:

3. ______________________________________________________________________________

4. ______________________________________________________________________________

Signed before me at MASVINGO this ________ Day of JUNE 2025.

Signed _______________________________

STAMP (COMMISSIONER OF OATHS)