Confidentiality & Non-Disclosure Agreement

Parties

This Agreement is entered into electronically between:

• (1) THE RECIPIENT — as identified by the information submitted through the XEN TradeHub digital platform at the time of acceptance.
• (2) THE COMPANY — XEN Mineral Assets, incorporated in Zambia, with its registered address in Lusaka, Zambia. Authorised Representative: Mr. Mohammed Mendah — CEO/Founder, XEN Holdings.

The Recipient and the Company are individually referred to as a “Party” and collectively as the “Parties.”

Recitals

WHEREAS, the Recipient may, in the course of discussions, engagement, evaluation, due diligence, investment consideration, partnership discussions or other dealings with the Company, receive or have access to confidential, proprietary, commercial, financial, technical, geological, operational, investment, licensing and other sensitive information belonging to the Company or its parent, subsidiary, affiliate, associated or related companies;

WHEREAS, such information may relate to mining and exploration assets, mineral resources, mining licences, exploration opportunities, investment opportunities, partnership opportunities, commercial arrangements and other business interests of the Company;

WHEREAS, the Company wishes to disclose certain information to the Recipient solely for the purpose of enabling the Recipient to evaluate, discuss, investigate, negotiate or otherwise consider a potential business relationship, investment, partnership or transaction with the Company;

WHEREAS, the Recipient acknowledges that unauthorized disclosure or use of such information could cause significant financial, commercial, operational and reputational harm to the Company and its affiliates;

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

1. Confidentiality Obligations

1.1 Duty of Confidentiality

The Recipient agrees to treat all Confidential Information, as defined in this Agreement, with the strictest confidence. The Recipient shall not, without the prior written consent of the Company, disclose, copy, reproduce, distribute, publish, transmit, sell, transfer, exploit or otherwise make available any Confidential Information to any person or third party except where such disclosure is expressly permitted under this Agreement or required by applicable law, court order or regulatory authority.

The Recipient shall use Confidential Information solely for the purpose for which it has been disclosed by the Company, including evaluating, discussing, conducting due diligence on, negotiating or considering a potential investment, partnership, transaction or other authorised engagement with the Company. The Recipient shall take all reasonable measures to protect Confidential Information against unauthorized access, disclosure, copying, loss, misuse or distribution.

1.2 Duration of Obligation

The Recipient's duty of confidentiality shall survive the termination or completion of the Recipient's engagement, discussions or relationship with the Company and shall continue indefinitely. The obligations shall cease to apply only to information which:

1. is required to be disclosed by law, court order or a competent regulatory authority, provided that, where legally permitted, the Recipient gives the Company prior written notice of such requirement;
2. becomes lawfully available to the public through no fault, breach or action of the Recipient; or
3. the Company expressly confirms in writing is no longer confidential.

1.3 Definition of Confidential Information

“Confidential Information” means all information disclosed, provided, communicated, made available or otherwise obtained by the Recipient directly or indirectly from the Company, whether before or after the Effective Date, and whether communicated orally, electronically, visually, digitally, in writing or through any other medium. Confidential Information includes, but is not limited to:

1. Business plans, marketing strategies, investment strategies and corporate objectives;
2. Financial data such as budgets, management accounts, pricing, sales figures, investment structures, funding arrangements and financial projections;
3. Business methods, techniques, processes, operational procedures and management systems;
4. Research and development activities, proprietary software, algorithms, intellectual property and technical documentation;
5. Internal company matters, including employee information, personnel records and contractual terms;
6. Client, investor, partner, supplier, contractor, intermediary and other business relationship information;
7. Terms of business, pricing policies, commercial arrangements, transaction structures and contractual agreements;
8. Information subject to confidentiality agreements with third parties;
9. Geological surveys, exploration reports, drilling data, satellite data, sample and assay information, mineral resource information and exploration results;
10. Mining licences, permits, concessions, applications, licence information, licence-holder information, ownership information and regulatory documentation;
11. Mineral reserve estimates, feasibility studies, technical reports, due-diligence materials and project evaluations;
12. Extraction methods, operational procedures, production plans, mining techniques, processing methods, logistics and export arrangements;
13. Environmental assessments, compliance reports and sustainability plans;
14. Trade secrets and any information that may provide a competitive advantage to the Company;
15. Information concerning mining and exploration assets, including their size, location, mineral composition, exploration status, development status, operational status, licensing status, ownership, commercial value, investment potential or other characteristics;
16. Information concerning investment opportunities, partnership opportunities, joint ventures, acquisitions, stake ownership, direct investment, financing arrangements or other commercial opportunities;
17. Information concerning the Company's relationships with investors, partners, licence holders, operators, intermediaries, financiers, contractors, suppliers and other counterparties;
18. Presentations, websites, data rooms, reports, photographs, maps, satellite imagery, samples, assays, technical documentation, financial information, correspondence and other materials supplied by or on behalf of the Company; and
19. Any notes, analyses, summaries, evaluations, copies, extracts or other materials prepared by the Recipient which contain, reproduce, reflect or are derived from Confidential Information.

1.4 Specific Mining and Exploration Asset Portfolio

Without limiting the general definition of Confidential Information above, the Recipient expressly acknowledges that information relating to the Company's mining and exploration portfolio constitutes Confidential Information. The portfolio includes the following exploration assets:

• ASSET 01 — 986 HA · Small-Scale Exploration · Minerals: Copper, Gold, Cobalt, Manganese
• ASSET 02 — 4,370 HA · Large-Scale Exploration · Minerals: Copper, Gold, Iron, Cobalt, Lead, Zinc
• ASSET 03 — 4,495 HA · Large-Scale Exploration · Minerals: Copper, Zinc, Gold, Cobalt, Lead, Uranium, Manganese
• ASSET 04 — 6,616 HA · Large-Scale Exploration · Minerals: Copper, Gold, Cobalt, Nickel, Silver, Iron Ore, Limestone, Malachite, Manganese
• ASSET 05 — 14,508 HA · Large-Scale Exploration · Minerals: Copper, Gold, Cobalt, Emerald, Amethyst, Nickel, Silver, Lead, Iron Ore, Manganese

Any additional information subsequently disclosed concerning any of these assets — including exact or approximate location, mining licences, licence numbers, licence holders, ownership structures, geological information, exploration information, satellite data, sample and assay information, technical reports, mineral resource or reserve information, commercial terms, investment structures, partnership arrangements, operational information, production information, regulatory documentation and any other information relating to the asset — shall also constitute Confidential Information.

1.5 Global Mining Partnership Opportunities

Confidential Information shall also include information concerning mining licence, investment, partnership, ownership, joint venture, acquisition and other commercial opportunities presented or disclosed by the Company. This includes opportunities made available to qualified clients in:

• Zambia — partnership opportunities for African clients;
• United Arab Emirates — partnership opportunities for international clients, including opportunities facilitated through the Dubai Multi Commodities Centre (DMCC);
• and any other jurisdiction, market or commercial structure through which the Company or its affiliates may pursue mining-related partnerships or transactions.

1.6 Emerald Mining Partnership Opportunity

The Recipient further acknowledges that the following Emerald Mining Asset and associated partnership opportunity constitutes Confidential Information:

• Emerald Mining Asset — 48 HA · Small-Scale Mining · 10-Year Mining Licence · Operational · Already Invested · Export Underway
• Available Participation: 5%–10% Stake
• Indicative Investment Range: US$150,000–US$250,000
• Investment Options: Direct Investment · Stake Ownership

1.7 Global Access and Partnership Structures

The Recipient acknowledges that information concerning the Company's global access and partnership structures is Confidential Information. This includes:

1. Partnership opportunities in Zambia for African clients;
2. Partnership opportunities through the United Arab Emirates and the Dubai Multi Commodities Centre (DMCC) for international clients;
3. Relationships with investors, partners, licence holders, operators, intermediaries, financiers and other counterparties;
4. Proposed investment, ownership, partnership, joint venture or acquisition structures; and
5. Communications, introductions, negotiations, proposals, term sheets, investment structures, agreements, due-diligence materials and transaction documentation relating to any such opportunity.

1.8 Specific Non-Disclosure and Non-Use Obligations

Without the prior written consent of the Company, the Recipient shall not:

1. disclose the existence, identity, location, size, mineral composition, licensing status, ownership, investment structure, commercial terms or other information concerning any disclosed asset or opportunity to any third party;
2. reproduce, forward, distribute, publish, transmit or otherwise make available any Confidential Information;
3. use Confidential Information for any purpose other than the authorised purpose for which it was disclosed;
4. use Confidential Information to independently pursue, acquire, develop, operate, finance or participate in any disclosed asset or opportunity outside an authorised transaction with the Company;
5. use Confidential Information to circumvent, bypass or exclude the Company from any transaction, investment, partnership, acquisition, joint venture or other commercial arrangement relating to a disclosed asset or opportunity;
6. directly or indirectly approach or negotiate with any licence holder, owner, operator, investor, partner, intermediary or other party introduced or identified through Confidential Information for the purpose of circumventing the Company;
7. use Confidential Information to pursue a competing transaction or commercial opportunity derived from information disclosed by the Company; or
8. disclose or facilitate access to any Confidential Information to another person, company, investor or organisation without the Company's prior written consent.

1.9 Permitted Disclosure

The Recipient may disclose Confidential Information only to its professional advisers, legal counsel, financial advisers or other representatives who have a genuine need to know such information for the authorised purpose, provided that such persons are informed of the confidential nature of the information, are bound by confidentiality obligations no less protective than those contained in this Agreement, and the Recipient remains responsible for any breach of this Agreement by such persons.

1.10 No Ownership or Licence

Nothing in this Agreement grants the Recipient any ownership, licence, assignment, title, interest or other right in or to any mining asset, exploration area, mineral resource, mining licence, intellectual property, project, commercial opportunity or Confidential Information disclosed by the Company. Any investment, acquisition, partnership, joint venture, stake ownership, licence arrangement or other transaction shall be subject to separate written agreements and applicable due diligence.

1.11 No Representation or Guarantee

The inclusion of any mining asset, mineral, area size, licence information, investment range, participation structure, operational description or partnership opportunity in this Agreement is solely for identifying the subject matter protected by the confidentiality obligations. Nothing in this Agreement shall constitute a representation, warranty or guarantee by the Company concerning ownership, availability, value, profitability, mineral reserves or resources, production levels, licensing status, operational performance, investment returns, or future development. Any proposed investment, partnership, acquisition, joint venture or other transaction shall be subject to appropriate verification, due diligence and separate contractual documentation.

1.12 Group Companies

References to the “Company” shall include any parent, subsidiary, affiliate, associated or related company of XEN Mineral Assets, and the Recipient agrees that the confidentiality obligations shall equally apply to information belonging to or relating to such entities.

1.13 Return or Destruction of Confidential Information

Upon termination of the Recipient's engagement or at any time upon written request by the Company, the Recipient shall promptly:

1. return all Confidential Information and materials belonging to the Company;
2. securely destroy electronic and physical copies in the Recipient's possession or control;
3. delete Confidential Information from devices, systems and storage locations where reasonably practicable; and
4. upon request, confirm in writing that such return or destruction has been completed.

2. Compliance with Statutory and Regulatory Obligations

Both Parties agree to comply with all applicable statutory and regulatory requirements, including but not limited to applicable data protection, privacy, mining, environmental, corporate governance and electronic transaction laws and regulations.

In the event of any actual or suspected breach, loss, theft, misuse or unauthorized disclosure of Confidential Information or personal data, the Recipient shall immediately notify the Company through its authorised representative and shall take all reasonable steps to mitigate any potential damage, implement corrective measures to prevent recurrence, cooperate fully with any internal investigation or regulatory reporting requirements, and provide such information and assistance as may reasonably be required by the Company in connection with the breach.

3. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Zambia. The Parties agree that any dispute arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Zambia.

4. Amendments

No amendment, modification, variation or waiver of this Agreement shall be valid unless made in writing and authorised by the Company. The Company's failure to immediately enforce any provision of this Agreement shall not constitute a waiver of its right to enforce that provision subsequently.

5. Electronic Acceptance and Acknowledgement

The Recipient acknowledges that this Agreement may be presented and accepted electronically through the Company's website, web application, digital platform, electronic data room or other electronic system. By entering the required information and selecting the acceptance checkbox, the Recipient confirms that they:

1. have read and understood this Agreement;
2. have had an opportunity to review its terms;
3. voluntarily agree to be bound by its terms and conditions;
4. agree that the electronic acceptance constitutes their acceptance of this Agreement;
5. acknowledge that the Agreement is legally binding upon acceptance, subject to applicable law; and
6. confirm that the information submitted by them is accurate and belongs to them or that they are authorised to provide it.

The Recipient agrees that the Company may retain an electronic record of the Recipient's name and identification details, company or organisation, date and time of acceptance, the IP address or other available technical identifier associated with acceptance, the version of this Agreement accepted, the acceptance checkbox and confirmation, any digital signature or authentication used, and other reasonable records necessary to demonstrate acceptance of this Agreement.

Upon electronic acceptance, this Agreement shall constitute a binding agreement between the Recipient and the Company to the extent permitted by applicable law. The Recipient acknowledges that access to Confidential Information may be granted in reliance upon the Recipient's acceptance of this Agreement.

6. Acknowledgement

By accepting this Agreement, the Recipient acknowledges and agrees that:

1. the Confidential Information belongs to or is controlled by the Company or its affiliates;
2. the Confidential Information has substantial commercial, financial, technical, geological and strategic value;
3. unauthorized disclosure, copying, use or exploitation of Confidential Information may cause significant financial, operational, commercial and reputational damage to the Company and its affiliates;
4. the Recipient shall comply with all confidentiality and non-use obligations contained in this Agreement;
5. the Recipient shall not use Confidential Information to circumvent or bypass the Company in relation to any asset, opportunity, licence holder, owner, investor, partner, operator or other counterparty introduced or identified through the Company;
6. the Recipient shall promptly notify the Company of any actual or suspected unauthorized disclosure or misuse of Confidential Information; and
7. the Recipient understands that a breach of this Agreement may expose the Recipient to legal remedies and liability available to the Company under applicable law.

7. Severability

If any provision of this Agreement is determined by a court or competent authority to be invalid, illegal or unenforceable, that provision shall, to the extent necessary, be modified or severed, and the remaining provisions shall continue in full force and effect.

8. Entire Agreement

This Agreement constitutes the agreement between the Parties concerning the confidentiality and protection of the Confidential Information described herein and supersedes any prior oral or written understanding concerning the same subject matter, except where the Parties have expressly agreed otherwise in writing. Nothing in this Agreement shall prevent the Parties from entering into additional agreements governing a specific investment, partnership, transaction, acquisition, joint venture, licence or other commercial arrangement.

9. No Waiver

No failure or delay by the Company in exercising any right, power or remedy under this Agreement shall operate as a waiver of that right, power or remedy. A waiver of any provision shall be effective only if made expressly and in writing by the Company.

10. Effective Date and Term

This Agreement shall become effective immediately upon the Recipient's electronic acceptance. The confidentiality obligations contained herein shall survive the termination of any discussions, engagement, transaction, partnership or other relationship between the Recipient and the Company and shall continue in accordance with Clause 1.2.