A wholly owned subsidiary of Copper Giant Resources Corp., incorporated in the Colombia PURCHASE CONTRACT
COPPER GIANT RESOURCES CORP.
Suite 3123 – 595 Burrard Street, Vancouver
British Columbia, V7X 1J1, Canada
LIBERO COBRE LTD.
A wholly owned subsidiary of Copper Giant Resources Corp.,
incorporated in the Colombia
PURCHASE CONTRACT
This contract is to be performed by COPPER GIANT RESOURCES CORP., Suite 3123 – 595 Burrard
Street, Vancouver, British Columbia, V7X 1J1, Canada (“Copper Giant”) and LIBERO COBRE LTD.,
a wholly owned subsidiary of Copper Giant Resources Corp. (“Libero” and jointly with Copper Giant the
“Seller”), and TRAFIGURA PTE LTD, 10 Collyer Quay, #29-01/05 Ocean Financial Centre, Singapore
049315 (“Trafigura” or the “Buyer”).
1. SCOPE OF THE CONTRACT
The Seller agrees to sell molybdenum concentrate and/or oxides and the Buyer agrees to buy molybdenum
concentrates and/or oxides at the terms and conditions set out below:
2. DEFINITIONS
1 kilogram means: 1,000 grams;
1 ounce means: 1 troy ounce of 31.1035 grams;
1 pound means: 453.593 grams;
1 ton means: 1 metric ton of 1,000 kilograms or 2204.62 lbs;
1 unit means: 1% of the dry net weight;
Affiliates means: in relation to any company or corporation, a Subsidiary or Holding
Company of that company or corporation or any other Subsidiary of that
company or corporation or of that Holding Company;
Business Day means: any day, except a Saturday or Sunday, on which banks in the city of New
York, New York, USA, and Toronto Ontario, Canada are generally open
for the conduct of business;
Concentrate means: any molybdenum concentrates or oxide produced from (i) ore mined at
Mocoa m ine and processed at Mocoa p lant or at another processing
plant, (ii) ore mined in any area covered by the Licenses and processed
at Mocoa plant or at another processing plant and/or (iii) third party ore
and processed at Mocoa plant;
Contract means this contract, together with all annexes, schedules and appendices, each
as may be amended by the parties from time to time;
Holding Company: has the meaning given to it in the definition of Subsidiary;
INCOTERMS 2020
means:
the 202 0 edition of the standard trade definitions published by the
International Chamber of Commerce;
LBMA means: London Bullion Market Association;
Licenses means: any exploration leases, including mining exploitation concessions and
mining investigation permits, and any mining licenses related to Mocoa
project, as well as any other such leases or licenses entitling the Seller
to carry out exploration and mining activities, in each case as may be
amended, extended or converted from time to time;
LME means: London Metal Exchange;
Classified as: PRIVATE & CONFIDENTIAL
Mocoa Project: The mine and the flotation plant where the Concentrate originates, as
defined on clause 22. THE MOCOA PROJECT;
Month means: a calendar month unless otherwise specified;
Month of Actual
Shipment (MOAS)
means:
in respect of any shipments of the Concentrate, the calendar month
in which shipment takes place as evidenced by the bill of lading date;
Month of Arrival means: in respect of any shipment of the Concentrate, the Month in which it
arrives to the designated discharge Port;
Subsidiary means: a company or corporation which, in relation to another company or
corporation (a “Holding Company”): (a) is controlled, directly or
indirectly, by the Holding Company; (b) more than half the issued share
capital of which is beneficially owned, directly or indirectly by the
Holding Company; or (c) which is a Subsidiary of another Subsidiary of
the Holding Company; and for this purpose, a company or corporation
shall be treated as being controlled by a Holding Company if the Holding
Company is able to direct its affairs and/or to control the composition of
its board of directors or equivalent body;
Term means: The period commencing on the date production begins for the project
and remaining in full force and effect for a period of ten years, subject
to a minimum of 50,000 dry metric tons of molybdenum concentrates
and/or oxides;
US$ or USD means: the lawful currency of the United States of America.
3. DURATION
This Contract shall enter into full force and effect upon the successful completion of a private placement
by Denarius Metals Corp. into Copper Giant as evidenced by the release of the closing announcement of
the private placement on SEDAR (the “Effective Date”) and the Concentrate shall be delivered for a period
of ten years counting as of the commencement of the operations at Mocoa Project , subject to a minimum
of 50,000 dry metric tons of molybdenum concentrates and/or oxides (the “Term”).
In the event that the Seller fails to deliver the minimum tonnage during the Term, at the Buyer’s option, the
term of this Agreement may be extended until the delivery of the full outstanding tonnage under the same
terms and conditions. For the avoidance of doubt, the Seller’s shall not be required to deliver any
concentrates other than those originating at the Mocoa Project.
4. QUANTITY
Seller shall deliver to Buyer 20% of the Molybdenum concentrate and/or oxides produced by the Mocoa
Project.
5. QUALITY
Mocoa molybdenum concentrates and/or oxides shall assay as follows:
Element Unit Min Max
Mo % 45 55
Cu % 0.5
Fe % 5
S % 30 40
P % 0.05
Classified as: PRIVATE & CONFIDENTIAL
SiO₂ % 5
Al₂O₃ % 2
CaO % 2
MgO % 1.5
Pb % 0.02
Zn % 0.05
As % 0.03
Sb % 0.01
Bi ppm 50
Hg ppm 5
Cd ppm 20
Cl ppm 100
F ppm 300
Moisture % 10
Oil % TBC
5.1 Particles with size should be 100% below 1/8 inches, for which Seller shall present a valid sizing report
issued by the recognized inspection company upon Buyer’s written request. Moisture level of the
Concentrate should not exceed 10%.
The Concentrate shall be primary, of fresh production, free flowing in nature with no visible agglomerations
or discoloration and shall be homogeneous in nature and assays in the sole opinion of the Buyer’s appointed
independent surveyor.
The Concentrate’s quality, size, impurity contents and radioactivity level shall conform to the regulations
of China customs for concentrate imported into China in effect at the time of shipment. Seller should present
valid chemical assay and moisture certificates issued by international recognized inspection company upon
buyer’s written request
The Seller guarantees that the Concentrate shall otherwise be free from radioactivity and deleterious
impurities harmful to smelting and/or refining processes, including but not limited to any contain run -of-
mine ore (ROM), any residuals of pellets or any other form of agglomerated material or its residuals.
Notwithstanding any other provision in this Contract, the Seller guarantees to the Buyer that the cargo to
be supplied and/or delivered under this Contract shall not include any slag, ash, residues, pyritic ash, pyritic
cinder, pyritic slag, sulphuric cinder, sulphuric slag, calcium sulphate, roasted pyrites, roasted iron pyrites,
mill scale, pellet chips, sme lting, pig iron or ferrous waste product or by -product whatsoever (the
“Guarantee”). The Seller further agrees to indemnify and to hold the Buyer harmless in respect of any and
all loss or damage howsoever caused by, or arising out of or in relation to, any breach of the Seller of the
Guarantee. Seller shall clean and/or remove any other foreign objects, including but not limited to gypsum,
pieces of paper, tarpaulin, steel, wood, plastic sheets, coal, stones, etc., from the cargo prior to delivery. In
the event that discharge of the cargo at the intended discharge port and/or place is delayed or prevented by
the authorities of such discharge port and/or port as a result of the presence of such other foreign objects,
Seller shall be liable to the Buyer for any costs, losses or liabilities howsoever caused by, or arising out of
or in relation to such delay or prevention.
Concentrate shall be able to withstand any voyage from the loadport upon any customary form of
transportation to the destination intended by the Buyer.
Classified as: PRIVATE & CONFIDENTIAL
Vessel Nomination
Seller shall nominate the performing vessel by the 7th calendar day prior to the vessel’s first day of
laycan at the loading port. Seller shall provide the following information to the buyer in writing about
the vessel:
1. The name and IMO number including the age, flag, class, deadweight tonnage, beam, length overall
and draft.
2. Certificates of the following:
a. Certificate of Registry;
b. IACS classification;
c. Current P&I Club;
d. Hull & Machinery Insurance;
e. Document of Compliance and Safety Management Certificate as per ISM Code;
f. ISSC (International Ship Security Certificate)
Seller shall nominate a performing vessel in accordance with the following:
a. Is a general cargo single deck bulk carrier or MPP maximum of 20 years old;
b. Is in a seaworthy condition and suitable for the carriage of the product;
c. Has been clear of detentions for 24 months;
d. Does not have an adverse history (including, but not limited to, serious incidents,
grounding, collision, off hire, P&I cargo claims, and deficiencies reported by port
state control authorities);
e. Is ISM code and ISPS Code/MTSA compliant.
f. Is classed highest Lloyd’s or equivalent IACS, and fully P&I covered by a member
of the international group of clubs throughout the entire duration of the voyage with
all trading and imo certificates in order for the duration of the voyage; and
g. Is fully suitable for the discharge port.
Seller may nominate tween deck bulk carriers or multi -purpose vessels, or other type of vessel with
clear holds and hatchways suitable for typical grab discharge, provided that tween-decks shall be free
from obstructions including Stanchions or other impediments and the vessel is to perform as a SDBC.
A nominated vessel shall be subject to written acceptance from the buyer if the vessel does not meet
the above criteria (which cannot be unreasonably withheld). Where the buyer’s acceptance to a vessel
is requested, the buyer shall confirm its acceptance or revert with comments on vessel nomination
within 1 working day after the seller’s nomination is made, otherwise buyer shall be deemed to have
accepted the vessel nomination.
The buyer shall have the right at the time of the nomination only to refuse to accept any nominated or
performing vessel which the buyer determines does not comply with the buyer’s vessel vetting policy
as provided by the buyer to seller.
Seller acknowledges that the information provided in connection with the vessel will be screened by
third party agencies and/or services, and consents to its data being used in that capacity. The buyer
currently uses the PurpleTrac services but reserves the right to use any other providers at its discretion.
The Seller shall notify the Buyer of the following details in writing within 1 (one) Business Day of
acceptance of a vessel by the Buyer:
a. The rates of demurrage and despatch as per charterparty;
Classified as: PRIVATE & CONFIDENTIAL
b. The estimated date of arrival of the vessel at the port of discharge;
c. Details of vessel’s agent; and
d. Intended distribution of cargo hatchwise.
The Seller via its Agent shall give written notice to the Buyer of the progress of the vessel 168 hours,
72 hours, 48 hours, 36 hours, and 24 hours before the ETA of the vessel at the port of discharge. The
Seller shall inform the Buyer of any deviation in excess of 24 hours prior to the aforementioned ETA.
Seller via its agent shall ensure letter of indemnity for delivery without the original bill of lading if
required will be accepted as per Standard P&I club wording provided it is in line with standard industry
practice.
Notice of Readiness and Laytime
After arrival at the port of discharge, Notice of Readiness may be tendered in writing or by radio from
Monday through Friday during office hours (08:00 to 17:00) and Saturday (08:00 to 13:00) only,
excluding holidays, whether in port or not, whether in be rth or not, whether in free pratique or not,
whether customs cleared or not.
Laytime shall commence at,
a. 13:00 hrs same day if Notice of Readiness (NOR) is tendered within office hours
prior and up to 12:00 hrs; or
b. Next working day 08:00 hrs if NOR is tendered within office hours after 12:00
hrs; or
however, if the actual commencement of discharge is earlier, actual time used prior to laytime
commencement shall count as laytime.
If discharging operations are suspended due to weather conditions, then all such time lost shall not
count as laytime.
The following shifting time, stoppages and/or interruptions to discharge shall not count as laytime,
even if the vessel is on demurrage, unless otherwise stated:
a. The time taken from shifting from anchor aweigh until vessel is all fast alongside the
designated berth and ready in all respects to discharge;
b. Any time lost if discharge is interrupted by the vessel in order to conduct business
on behalf of the owner;
c. Any time lost if discharge has been interrupted due to insufficient ballast pump
capacity in relation to discharge rate;
d. Any time lost as a result of breakdown, inefficiency, repairs or any other inability of
the vessel to discharge the Product;
e. Any time lost due to the Seller or any governmental authority or port authority
preventing, impeding or prohibiting discharge, unless vessel is on demurrage in
which case full time to count;
f. Any time lost due to a labour dispute, strike, go slow, work to rule, lock out, stoppage
or restraint of labour involving the Master, officers or crew of the vessel;
Classified as: PRIVATE & CONFIDENTIAL
g. Any time lost in respect of change or addition of crew or Master (including where
this relates to health of same), or replenishment of stores and bunkers;
h. Any time lost due to compliance with statutory and class requirements for the vessel;
i. Time spent waiting for an appropriate tide (where applicable) unless on demurrage;
j. Time spent opening and closing hatches at the commencement and completion of
discharge, time spent for all draft surveys unless on demurrage;
k. Time spent due to insufficiency or breakdown or any other cause attributable to the
vessel, including but not limited to her master, officers or crew or tugs or pilots or to
the owners or agents of the vessel.
Laytime shall cease counting upon completion of discharge operations
The stevedores shall be appointed by the Buyer. The stevedores and anyone employed by the
stevedores shall be under the supervision of the Master. Loss or damage caused by stevedore act or
omission, if any, to be settled directly between stevedores / Buyer and Master / owners. Buyer shall
remain ultimately responsible for any of the above-mentioned loss and/or damage.
Demurrage and Dispatch
The demurrage rate shall be as per the governing charterparty.
The Buyer shall pay demurrage to the Seller for the excess time at the demurrage rate per day or pro
rata part thereof. If the total laytime used is less than the total laytime allowed, the
Seller shall pay dispatch to the Buyer for the time saved at the rate equal to 50% of the demurrage rate
per day or pro rata part thereof.
Laytime calculations shall be presented by the Buyer within 30 calendar days of the completion of
discharge. Demurrage / dispatch shall be paid by the party and once agreed shall be included in the
Final Invoice.
8. PRICE
The price per dry metric ton of the Concentrate shall be the sum of the payments less the deductions
specified below:
8.1 Compensation for Molybdenum Concentrates
The total compensation payable for each quota of Concentrate (“Total Compensation”) shipped
hereunder shall equal the sum of the payments for all payable metals specified in Section 8.3 and the
Processing Discount specified in Section 8.4.
8.2 Molybdenum price
Shall be equal to the arithmetic mean of the High and Low of the Daily Dealer Oxide price quotations
for technical-grade moly oxide in US Dollars per pound of molybdenum, as published daily in Platt’s
Metals Daily averaged over the applicable Quotational Period (Q/P) and expressed to an accuracy of
three decimal places.
8.3 Molybdenum Paid For