FG CAPITAL ADVISORS LTD - TERMS AND CONDITIONS

Effective Date: March 19, 2025

1. DEFINITIONS

"Company" refers to FG Capital Advisors Ltd, including its affiliates, subsidiaries, directors, officers, employees, agents, and representatives.

"Buyer" refers to any individual, corporation, partnership, or entity engaging in transactions or agreements with the Company for the purchase of copper cathodes or related services.

"Contract" refers to the legally binding agreement between the Company and the Buyer, encompassing these Terms and Conditions and any additional documents such as purchase orders, invoices, and confirmations.

"Goods" refers to copper cathodes with a purity of 99.99%, sourced from the Democratic Republic of Congo (DRC) or Zambia, as specified in the Contract.

"Financial Instrument" refers to an irrevocable Standby Letter of Credit (SLOC) or Documentary Letter of Credit (DLC) issued or confirmed by a reputable financial institution acceptable to the Company.

"Deposit" refers to the initial payment made by the Buyer to initiate procurement and trade finance structuring.

"Incoterms" refers to the International Commercial Terms (Incoterms® 2020) published by the International Chamber of Commerce, defining the responsibilities of buyers and sellers in international trade.

"Force Majeure" refers to any event beyond the reasonable control of either party that prevents or delays the performance of contractual obligations, including but not limited to natural disasters, acts of war, terrorism, government actions, pandemics, labor disputes, and supply chain disruptions.

2. SCOPE OF AGREEMENT

The Company specializes in sourcing and supplying high-quality copper cathodes from the DRC and Zambia, delivered in compliance with agreed Incoterms®.

The Buyer acknowledges that copper cathodes require pre-financing due to the nature of the commodity market. Immediate stock availability is not guaranteed without structured trade finance arrangements.

The Company acts as a financial intermediary, coordinating pre-production financing with third-party financial institutions to secure procurement and facilitate delivery.

For orders exceeding 3,500 metric tons, alternative arrangements may be made depending on production and refining capacity. Buyers seeking larger volumes may opt to enter an offtake agreement, which allows the Company to structure additional trade finance and secure a consistent long-term supply chain. Offtake agreements are subject to separate negotiations and terms.

3. ORDER PROCESS

The Buyer shall submit a complete purchase order specifying the quantity, delivery terms, destination port, and any other relevant details.

Upon acceptance of the purchase order, the Buyer must remit a non-refundable Deposit based on the order quantity as follows:

• 250 – 500 Metric Tons (MT): $150,000
• 501 – 1,000 MT: $250,000
• 1,001 – 2,500 MT: $350,000
• 2,501 – 3,500 MT: $500,000

For volumes exceeding 3,500 MT, pricing, deposit amounts, and trade financing structures shall be determined on a case-by-case basis.

Within thirty calendar days of Deposit confirmation, the Buyer shall provide the Company with a Financial Instrument covering the full contract value.

Upon receipt and verification of the Deposit and the Financial Instrument, the Company shall issue a formal order confirmation.

4. PRICING AND PAYMENT TERMS

The price of the Goods shall be as specified in the Contract and is subject to market fluctuations. Unless otherwise stated, prices are quoted in United States Dollars (USD) and exclude taxes, duties, and other charges.

Payments shall be made in USD via wire transfer to the Company's designated bank account. The Buyer shall bear all bank charges, fees, and costs associated with the transfer of funds.

Any overdue amount shall accrue interest at a rate of one and a half percent per month or the maximum rate permitted by law, whichever is lower, until paid in full.

5. DELIVERY AND SHIPPING TERMS

Delivery shall be made under the Incoterms® specified in the Contract. The default delivery term is CIP (Carriage and Insurance Paid to) the destination port, unless otherwise agreed in writing.

The Company shall provide an estimated shipping schedule upon order confirmation. Delivery dates are subject to change due to circumstances beyond the Company’s control.

Risk transfers to the Buyer as per the agreed Incoterms®. Title to the Goods shall pass to the Buyer upon full payment.

The Company reserves the right to make partial shipments and invoice the Buyer separately for each shipment.

6. INSPECTION AND ACCEPTANCE

The Buyer or its authorized representative has the right to inspect the Goods at the delivery point.

The Buyer must notify the Company of any defects or non-conformities within five business days after delivery.

The Company’s liability for non-conforming Goods shall be limited to either replacing the defective Goods or refunding the purchase price.

7. WARRANTIES

The Company warrants that the Goods shall conform to the specifications set forth in the Contract.

Except as expressly provided, the Company disclaims all other warranties, including but not limited to implied warranties of merchantability and fitness for a particular purpose.

8. LIMITATION OF LIABILITY

The Company shall not be liable for indirect, incidental, consequential, special, or punitive damages.

The Company’s maximum liability under any claim shall not exceed the amount paid by the Buyer.

9. FORCE MAJEURE

Neither party shall be held liable for delays caused by Force Majeure events.

Affected parties must notify the other party in writing within ten business days of the event.

If the Force Majeure event continues for more than sixty days, either party may terminate the contract without liability, except for outstanding payments due.

10. BUSINESS CONTINUITY

The Company has contingency plans, including alternative suppliers and logistics arrangements, to minimize disruptions.

In the event of operational disruptions, the Company will notify Buyers and take reasonable steps to resume normal service.

11. COMPLIANCE & REGULATORY REQUIREMENTS

The Buyer shall comply with all applicable international trade laws, including anti-money laundering (AML) and know-your-customer (KYC) regulations.

The Buyer represents that funds used in transactions are from legitimate sources and not subject to sanctions.

12. DISPUTE RESOLUTION

Any disputes shall be resolved through arbitration under the rules of the International Chamber of Commerce in London, United Kingdom.

The arbitration proceedings shall be conducted in English.

13. GOVERNING LAW

These Terms and Conditions are governed by the laws of England and Wales.

14. TERMINATION & REFUNDS

If the Buyer fails to provide the required Financial Instrument within thirty days of Deposit confirmation, the Company reserves the right to cancel the order without refund.

Refunds shall only be issued in cases of non-performance by the Company and will be processed within thirty business days of contract termination.

15. CONFIDENTIALITY & NON-CIRCUMVENTION

Both parties shall maintain strict confidentiality regarding trade details and business strategies.

The Buyer shall not bypass or circumvent the Company’s supply chain.

16. AMENDMENTS & MODIFICATIONS

The Company reserves the right to modify these Terms without prior notice.

Any updates will take effect immediately upon publication.

17. SEVERABILITY

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in effect.

18. WAIVER

The failure of the Company to enforce any provision of these Terms shall not be construed as a waiver of its rights.

19. ENTIRE AGREEMENT

These Terms constitute the entire agreement between the Company and the Buyer.

20. ACCEPTANCE OF TERMS

By proceeding with a transaction, the Buyer acknowledges and agrees to these Terms in full.