SALE & PURCHASE CONTRACT INDONESIAN NICKEL ORE Contract No:

This Sales & Purchase Contract (herein after referred to as the Contract) is made and entered into this day of xxx, 2013 by and between: Company Name Address Tel Fax Email Represented by Position : : : : : : :

Hereinafter referred to as the Seller. AND Company Name Address Tel Fax Email Represented by Position : : : : : : :

Hereinafter referred to as the Buyer. The Seller and the Buyer hereinafter are collectively referred to as the Parties, and individually hereinafter referred to as a Party. RECITALS WHEREAS the Buyer is willing to buy from the Seller Nickel Ore, and the Seller is willing to sell Nickel Ore to the Buyer pursuant to the terms and conditions in this Contract. COVENANT NOW, THEREFORE, the Seller agrees to sell and the Buyer agrees to purchase the Nickel Ore produced by the Seller on the following terms and conditions:

ARTICLE 1 COMMODITY / QUALITY The Nickel Ore delivered by the Seller will be obtained from the ore deposit located in
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xxx, Indonesia (the Commodity / the Nickel Ore). The Parties agree that the Nickel Ore will have following specification: Nickel Ore Ni Fe P Moisture Content

1.8% basis, reject <1.75% 16% max, No Rejection 0.01% max 32 % max, Rejection 35%

ARTICLE 2 QUANTITY The quantity of Nickel Ore to be delivered and accepted under the terms and conditions of this Contract is: 50,000 (Fifty Thousand) Wet Metric Ton (WMT), plus or minus 10 (Ten) percent, in Bulk vessels. (The Commodity Quantity) at Buyers option, which is to be delivered on xxxxx 2013 and exact laycan will be advised later. ARTICLE 3 SHIPPING 3.1 Loading and Discharging Ports: Loading Port Xxxxxx to Main Port, China South East Sulawesi, Indonesia 3.2 Loading Anchorage: xxxxxx

Discharging Port

ARTICLE 4 PRICE 4.1 The Unit price will be USDxxx.00/WMT (Say xxx Dollars Only) based on Ni content 1.80% . 4.2 Price adjustment: 4.2.1 Ni Content If Ni content is higher than 1.80%, for each 0.01% of nickel above 1.90%, the Buyer shall pay the Seller a bonus of USD 0.50 per wet metric ton, fractions pro rata; If Ni content is less than 1.80% until 1.75%, for each 0.01% of nickel below 1.80%, the Seller shall pay the buyer a penalty of USD 0.50 per wet metric ton, fractions pro rata;
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If Ni content is less than 1.75%, the Buyer has the absolute right to reject the cargo or accept it under different conditions and terms that will be re-negotiated by the Parties immediately.

4.2.2 Moisture Penalty If the Moisture content is higher than 32%, The penalty is USD 0.5 per wet metric ton for each 1% higher, pro rata. If the Moisture content is lower than 30%, The bonus is USD 0.5 per wet metric ton for each 1% lower, pro rata. If Moisture content is less than 35%, the Buyer has the absolute right to reject the cargo or accept it under different conditions and terms that will be re-negotiated by the Parties immediately.

ARTICLE 5 SHIPMENT 5.1 The delivery shall be made hereunder on an FOB (stowed and trimmed) basis in accordance with the terms and conditions of the Incoterms 2000. 5.2 The Buyer shall provide the Vessel for shipment at the port of loading. The Loading Port is the Port of xxxxx, South East Sulawesi, Indonesia. The Vessel is to be less than 15 (Fifteen) years old and equipped with suitable cranes and grabs on board to reach the abovementioned loading rate. In the event of disabled cargo handling gear including grabs, or insufficient power to operate same, all time actually lost will not count as Laytime at pro-rata to the number of cargo handling grabs so affected. 5.3 Should the Seller fail to load the Commodity within the Terms of Shipment, all expenses incurred such as dead weight and demurrage are to be borne by the Seller. 5.4 Should the seller fail to export due to incomplete exporting documents, the seller is responsible for all loses include the chartering sea-freight charge. ARTICLE 6 VESSEL NOMINATION 6.1 The Buyer shall nominate, by e-mail or fax, the Vessel for at least 7 (Seven) days before the commencement of their respective lay days, and provide the Seller with details of the demurrage, dispatch and other key terms of the charter agreement with the charter party. 6.2 If the Seller fails to accept the vessel within 12 hours after nominated by the Buyer, then the vessel shall be regarded as accepted by the Seller automatically. 6.3 Seller shall provide Shipper's Cargo Declaration including Moisture Content and Transportable Moisture limit to designated agent/master upon vessel arrival at loading port.

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ARTICLE 7 ARRIVAL NOTICE, NOTICE OF READINESS, LAYTIME AND LOADING RATE 7.1 During the term of this Agreement, the BUYER shall notify the SELLER of any known and material change as to the expected date of arrival of the ship at the loading port. SEVEN (7) DAYS prior to the estimated arrival, the owner/Master shall send by telex or facsimile message to their appointed agents of the loading port a notice of such estimated arrival and followed by 5/3/1 day notice. The ship agent shall forward each notice to the SELLER. The SELLER shall prepare all the export documents before the arrival of the vessel at the anchorage site. If the cargo or documentations are not ready when the vessel arrives at the anchorage, the BUYER shall have the right to cancel the voyage and shall charge the SELLER for any losses in accordance with the relevant charter party terms. Notice of readiness to load shall be tendered at any time on any days in or out office hours, with clean holds and in all respects ready to load whether in the port, whether the custom is cleared, whether is in free pratique, whether in the berth. The laytime shall commence TWELVE (12) HOURS after tendering of notice of readiness unless loading is sooner commenced, in which case, laytime shall be counted from the actual time of loading. The laytime for the purpose of calculation of despatch and demurrage shall be terminated when the cargo has been loaded stowed and seaworthy trimmed by the SELLER. Laytime shall not be counted: a. On first opening and last closing of its hatches; b. If the hatches of a ship are closed (at the request of the Master of the BUYERs nominated ship(s) or of the SELLER) because of rain, swell and heavy swell, etc. or Force Majeure; c. If the loading is stopped due to swell and/or heavy swell, etc.; d. If the ship is found not to be ready for loading after berthing at the loading position, the time consumed until ship is ready for loading; e. If in the course of loading, the ship's Master or governmental body orders the ship to move out of the loading position for reasons of safety due to cyclone, fire, explosion, or imminent threat thereof, the period of time of the cessation of loading until the ship is again at the loading position with hatches open and in all respects ready to commence loading. 7.7 Laytime shall be counted: a. On the basis of once on demurrage, always on demurrage; b. During the time lost in waiting for berth and the ship moves from the waiting place to the loading position. c. During the time lost for initial draft and final draft at the loading port. d. During the time used for lightening, shifting at the loading port. The expense for lightening, shifting of vessel shall be for the account of SELLER if ordered by port authority at the loading port.
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7.2

7.3

7.4

7.5

7.6

7.8

Both Parties agree that the ore will be loaded on to the vessel by the SELLER at the average rate of 6,000 (Six Thousand) WMT per Weather Working Day of 24 (Twenty Four) consecutive hours Sundays included Indonesian Holidays Excluded (PWWDSINCHEX) unless used, published by Indonesian Government for the year of 2012. The SELLER should make the necessary arrangements, including the readiness of the ore loading at the pier and the capacity of Barges to load the ore to the vessel, to ensure compliance with the loading rate as stipulated in Article 7.8. The Seller shall provide to the Buyer and keep current a list of public holidays in Indonesia and observed at the port of loading with advance notice of the specific date of each public holiday.

7.9

7.10

ARTICLE 8 PACKING The Seller shall deliver the Nickel Ore to the Buyer, and the Buyer shall ship the Nickel Ore in bulk. Seller guarantees that the delivered Nickel Ore is harmless, non dangerous and loaded/carried/stowed/discharged in accordance with local and IMO regulations and IMSBC CODE (2011). ARTICLE 9 DEMURRAGE AND DISPATCH 9.1 If a shipment is not completely loaded within the allowable laytime, the SELLER shall pay the BUYER a demurrage or dead freight in respect of the time by which the allowable laytime has been exceeded until the completion of loading. If the loading port is not safe, the SELLER shall pay the BUYER demurrage equivalent to the time for which the loading port is not safe. The SELLER shall pay the demurrage to the BUYER in US Dollar currency by telegraphic transfer to the BUYER's nominated bank within TWENTY (20) DAYS from the date of the Bill of Lading. If the shipment is loaded within the allowable laytime, the BUYER shall pay to the SELLER dispatch money in respect of the laytime saved. Dispatch money shall be paid in US Dollar currency by the BUYER to the SELLER by telegraphic transfer to the SELLER's bank within TWENTY (20) DAYS from the date of the Bill of Lading. In calculating demurrage or dispatch money payable, part of a day shall be included pro rata in the calculation. The daily rate of demurrage or dispatch money payable in respect of the loading of each shipment shall be the same as mentioned in Article 7.8. The SELLER shall present to the BUYER its laytime calculation within TEN (10) DAYS from the date of the Bill of Lading. Demurrage or Dispatch rate shall be as per charter party.
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9.2

9.3

9.4

9.5

ARTICLE 10 DAMAGE TO SHIP OR PROPERTY 10.1 The SELLER acknowledges that it shall be responsible for any damage beyond ordinary wear and tear to any part of the ship used to load the Nickel Ore and any other loss or liability suffered by the Ship Owner which is the direct result of any action of its (SELLERs) employees, stevedores and agents. Claims under this Clause shall be settled directly between the Ship Owner and the SELLER. If the SELLER and vessel owner cannot reach an agreement as to damages and losses incurred and the vessel owner claims from the BUYER as charterer, the BUYER reserves the right to claim for reimbursement against the SELLER accordingly. Any claims on account of to damage to the SELLER's property incurred during the loading of any ship employed by the BUYER to load the Nickel Ore which is directly caused by any act of the Master, officers, or ship's crew, shall be settled directly between the SELLER and the Ship Owner with the assistance of the BUYER. Stevedoring cost shall be borne by the SELLER. In case of damages to equipment and/or injuries to person(s) caused by the SELLER's employees and/or agents, the SELLER shall settle the damages with the Ship Owner. The BUYER shall not be liable for such damages. Lighterage cost shall be borne by the SELLER. In case of Lighterage damages to equipment and/or injuries to person(s) caused by the Lighterage Contractors employees and/or agents, the SELLER shall settle the damages with the Ship Owner. The BUYER shall not be liable for such damages.

10.2

10.3

10.4

ARTICLE 11 WEIGHT DETERMINATION The Seller shall, at Sellers expense, appoint PT. Intertek Utama Services to determine the Weight of shipment based on the draft survey report of the Vessel, and Certificate of Weight issued by PT. Intertek Utama Services is final. ARTICLE 12 SAMPLING AND ASSAYING 12.1 The Seller shall, at Sellers expense, appoint PT. Intertek Utama Services to take samples and conduct analysis of all chemical and physical properties of the Nickel Ore in shipment shall be conducted by PT. Intertek Utama Services and also taken as final same time. 12.2 After the cargo is ready, the Buyer, at its own expense, has the right to confirm the quality and quantity of the cargo to be shipped before the Vessel arrives at the loading port. 12.3 The Seller, at its own expense, has the right to attend the sampling, assaying and determination of all chemical and physical properties of the shipment. ARTICLE 13 TERMS OF PAYMENT AND PERFORMANCE BOND
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13.1 Payment Terms and performance bond The seller should issue a performance bond covering 2% of total cargo value in favor of the buyer within 7 working days after signing the contract. The final buyer (LC applicant) should issue an irrevocable, transferable, documentary letter of credit 90 days after sight in favor of buyer Hongkong Juncheng Mining Development Co., Limited. The buyer should base on this contract transfer the L/C in favor of seller within 2 (two) bank working days. The transferring bank THE BANK OF EAST ASIA (CHINA) LIMITED, HANGZHOU BRANCH should add one special clause Subject to the issuing bank's acceptance and first beneficiary's request; we may negotiate the bills at sight after our receipt of issuing bank's acceptance. Interest charges are for account of the first beneficiary." 13.2 Documents Required Seller shall present the following documents to the buyer's nominated negotiating bank for the payment of cargo value within 21 days after the date of B/L. (i) Signed commercial invoice in three (3) originals, based on wet weight shown on the B/L and actual Ni content and Moisture content shown on Certificate of Quality issued by PT. Intertek Utama Services, indicating the contract number, L/C number and the name of the carrying vessel and B/L date; (ii) Full set 3/3 of clean on board Ocean Bill of Lading consigned to order and notify applicant marked freight payable as per charter party; (iii) 1 (one) original + 3 (three) copies of Certificate of Quality issued by PT. Intertek Utama Services. at the loading port, specifying all chemical and physical proprieties stipulated in this Contract; (iv) 1 (one) original + 3 (three) copies of Certificate of Weight/Quantity issued by PT. Intertek Utama Services; (v) 1 (one) original + 1 (one) copies of Certificate of Origin issued by Indonesian Chamber of Commerce or equivalent government authority where required for customs clearance; 13.3 The Seller shall send 1 (One) set of non-negotiable copy of shipping documents by email or by fax to the Buyer for the sole purpose of customs and port clearance at Discharge Port within 3 (Three) business days from the date of sailing of each Vessel. 13.4 Sellers Bank Information To be provided by the Seller subsequent to execution of this Contract. Account name Account Number Bank name Swift Code Address : : : : :

13.5 Additional Notes:

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(a) (b) (c) (d)

All bank charges of the Sellers bank end shall be borne and paid for by the Seller. All bank charges of the Buyers bank shall be borne and paid for by the Buyer. Third party documents are acceptable, except for the Bills of Exchange and Commercial Invoice. Spelling and Typographical errors and differences in such nature between bank and beneficiary issued documents shall not be deemed discrepancies provided that the intent of writer is clear from the context.

ARTICLE 14 FORCE MAJEURE 14.1 A Force Majeure Event means an event, condition, or circumstance and the effects thereof that are beyond the reasonable control and without the default or negligence of the Party claiming an event of force Majeure, which, despite all reasonable efforts of the Party claiming an event of force Majeure to avoid or to prevent it or mitigate its effects, causes a delay or disruption in the performance by such Party of any of its obligation imposed under this Contract and are not the direct or indirect result of the failure of such Party to perform any of its obligations under this Contract. 14.2 Subject to Article 14.1, a Force Majeure Event includes, without limitation, strike or labor disturbance, fire, riots, power failure caused by natural calamities, war, embargoes, stoppage of mines or railways, prohibition of export or import, or discharge order or regulations or acts of any governmental authority. 14.3 If a Party is rendered unable, in whole or in part, by a Force Majeure Event to carry out any of its obligations under this Contract, other than the obligation to make money payments, the obligations of such Party, so far as they are affected by such Force Majeure Event, shall be suspended during, but no longer than, the continuance of such Force Majeure Event. To be considered a Force Majeure Event, the Party claiming force Majeure must give the other Party notice thereof as required by Article 14.4. 14.4 A Party desiring to invoke this Article 14 must give written notice of a claimed Force Majeure Event to the other Party no later than 7 (Seven) days after the occurrence of such Force Majeure Event, which notice shall describe such event and the general effect thereof, and summarize the actions being taken or then reasonably expected to be taken in order to comply with the mitigation requirements in this Article 13. 14.5 All Parties shall make all reasonable efforts to prevent and reduce to a minimum and mitigate the effect of any Force Majeure Event and use their best efforts to ensure resumption of normal performance of this Contract. 14.6 The affected Party shall use all commercially reasonable efforts to remedy such Majeure condition as promptly as practicable, except that it shall not be required to make any concession or grant any demand or request to bring to an end any strike or other concerted act of workers. The affected Party shall promptly notify the other Party in writing of its ability to resume performance of its obligations under this Contract.
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14.7 If a Party is rendered unable, in whole or in part, by a Force Majeure Event to carry out any of its obligations under this Contract for a period longer than 30 (Thirty) days, the other Party may cancel the shipment and/or quantity so delayed. 14.8 If a Force Majeure Event continues uninterrupted for more than 3 (Three) months after notice of the Force Majeure Event is given under this Contract and as a result of such Force Majeure Event, the full performance of this Contract remains impossible, either the Seller or the Buyer, may upon the expiry of such period, terminate this Contract by giving at least 1 (One) calendar months prior notice of termination in writing to the other Party. ARTICLE 15 SETTLEMENT OF DISPUTE AND GOVERNING LAW 15.1 Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity or termination or the interpretation of any terms and conditions of this Contract, shall be settled as far as possible by amicable discussions between the Seller and the Buyer. However, in case the Seller and the Buyer fail to resolve such dispute through amicable discussions, the Parties hereby agree that such dispute shall be finally resolved by arbitration at Singapore International Arbitration Center (SIAC) under the Rules of Singapore International Arbitration Centre (SIAC). The decision of the arbitrators shall be final and binding upon the Parties. 15.2 This Contract shall be governed by and construed in accordance with the laws of Singapore. ARTICLE 16 ASSIGNMENT Neither Buyer nor Seller may assign or transfer any of its rights, benefits or obligations under this Contract without the prior written consent of the other Party, which consent may not be unreasonably withheld. ARTICLE 17 AMENDMENTS AND WAIVER No amendments, variation, addition or substitution to or for this Contract shall be of any force or effect unless such amendment, variation, addition or substitution is in writing and has been executed by or on behalf of each of the Parties. Any waiver must be made in writing and executed by or on behalf of the Party giving such waiver. ARTICLE 18 MISCELLANEOUS 18.1 The Buyer shall maintain the confidentiality of the terms and contents of this Contract and shall not disclose the terms and contents of this Contract to any third parties except as may be required to satisfy an audit by public accountants during a review of the financial condition and/or statements of the Buyer, or as required by law or court order.

18.2 Neither Party shall be liable to the other Party for and no provision shall be construed
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to imply any indirect, special, or consequential damages, including without limitation loss of profits, howsoever arising in negligence or otherwise out of or in connection with the performance or non-performance of this Contract. 18.3 The validity of remaining clauses, provisions, terms and parts of this Contract shall not be affected by a court, administrative board or other proceeding of competent jurisdiction deciding that a clause, provision, terms or part of this Contract is illegal, unenforceable, or in conflict with any law or contrary to public policy. In such event the Parties shall, by amendment of this Contract, promptly replace such provisions by a reasonable new provision or provisions which, as far as legally possible, shall achieve what the Parties intended by such original provision and the purpose thereof. ARTICLE 19 TITLE AND RISK Title with respect to the shipment shall pass to the Buyer when the Sellers bank has actually received the proceeds from the L/C confirming bank. Risk of loss or damage shall pass from the Seller to the Buyer when the Nickel Ore shall have been loaded on board the Vessel. ARTICLE 20 TAXES, DUTIES AND CHARGES 22.1 All taxes, duties and charges levied on the Nickel Ore or on this Contract in the Republic of Indonesia shall be for the Sellers account. 22.2 All taxes, duties and charges levied on the Nickel Ore or on this Contract outside of the Republic of Indonesia shall be for the Buyers account. IN WITNESS WHEREOF, the Parties hereto have executed this Contract by their respective authorized signatory as of the date first above written.

For and on behalf of THE SELLER

For and on behalf of THE BUYER

Name Position

: :

Name Position

: :

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