Terms of Engagement

In these Terms, the following words have the meanings set out below unless the context requires otherwise.

2.1 Services we provide

Hasnihl Capital provides mineral intelligence, investment advisory, export facilitation, government relations, market intelligence, financial structuring advisory, and dispute mediation services across African mineral markets. The specific scope of services for each engagement is set out in the relevant Service Agreement or Engagement Letter.

2.2 Services we do not provide

Unless expressly stated in a separate written Service Agreement, Hasnihl Advisory does not:

• Act as a licensed financial advisor, broker-dealer, or investment manager
• Provide legal representation or act as legal counsel
• Guarantee any transaction outcome, approval, permit, or price
• Take title to, or physical custody of, any mineral commodity
• Execute transactions on the Client's behalf without written authorisation
• Provide accounting, tax, or audit services

2.3 Third-party introductions

Where we introduce the Client to a third party (such as a seller, buyer, financier, or operator), Hasnihl Capital acts solely as facilitator. We are not a party to any agreement between the Client and that third party and accept no liability for the third party's conduct, representations, or performance.

3.1 Initiating an engagement

An engagement commences when either (a) the Client and Hasnihl Capital execute a written Service Agreement or Engagement Letter, or (b) where agreed in writing, upon the Client's acceptance of a formal proposal. Submission of an enquiry form does not constitute a binding engagement.

3.2 Confidentiality from first contact

Hasnihl Capital treats all information shared during initial discussions - including investment mandates, transaction sizes, and business strategies - as strictly confidential from the moment of first contact, regardless of whether a formal engagement is subsequently commenced.

3.3 Non-Disclosure Agreement

Upon request, Hasnihl Capital will execute a mutual non-disclosure agreement (NDA) before the Client shares any sensitive commercial information. Our standard NDA is available on request.

3.4 Engagement process overview

4.1 Fee structures

Hasnihl Capital's fees are structured according to the nature of the engagement. The applicable structure is set out in the Service Agreement. The principal fee models are:

4.2 Expenses

Unless otherwise agreed, the Client shall reimburse Hasnihl Capital for reasonable out-of-pocket expenses incurred in delivering the services, including travel, accommodation, courier, notarisation, and third-party verification costs. Expenses in excess of USD 500 per item require prior written Client approval.

4.3 Invoicing and payment terms

Invoices are issued in USD unless an alternative currency is agreed in the Service Agreement. Payment is due within 14 calendar daysof the invoice date unless otherwise specified. Late payment attracts interest at 2% per month on the outstanding balance.

4.4 Taxes

All fees are stated exclusive of applicable taxes (including VAT, GST, or withholding tax). Where applicable, the Client is responsible for the deduction or payment of any withholding tax and shall gross up the payment so that Hasnihl Capital receives the full invoiced amount net of any deduction.

4.5 Dispute of invoice

Any dispute regarding an invoice must be notified in writing within 7 calendar days of the invoice date. Undisputed portions of any invoice remain payable by the due date.

5.1 Mutual obligations

Each party agrees to keep the other's Confidential Information strictly confidential and to use it solely for the purpose of the engagement. Neither party shall disclose Confidential Information to any third party without the other's prior written consent.

5.2 Exceptions

The confidentiality obligation does not apply to information that:

• Was lawfully in the receiving party's possession before disclosure
• Is or becomes publicly known through no breach of this obligation
• Is independently developed by the receiving party without reference to the Confidential Information
• Is required to be disclosed by applicable law, court order, or regulatory authority - and in such case the disclosing party shall give as much prior written notice as practicable

5.3 Duration

Confidentiality obligations survive termination of the engagement for a period of 5 years, or indefinitely in the case of information that constitutes trade secrets.

5.4 Hasnihl Capital's internal confidentiality

Client information is shared internally at Hasnihl Capital only on a strict need-to-know basis. Staff and contractors with access to Client information are bound by written confidentiality obligations.

6.1 Client representations

By engaging Hasnihl Capital, the Client represents and warrants that:

• It has full authority to enter into the engagement and perform its obligations
• All information provided to Hasnihl Capital is accurate, complete, and not misleading
• The Client is not subject to any sanctions, embargo, or AML/KYC disqualification that would render the engagement unlawful
• The Client's investment or trading activities comply with all applicable laws in their jurisdiction
• Where the Client is an organisation, the individual executing the agreement has authority to bind the organisation

6.2 Hasnihl Capital representations

Hasnihl Capital warrants that:

• It will deliver services with reasonable skill and care
• It holds no undisclosed conflict of interest at the time of engagement
• Its verification processes are conducted in good faith using commercially reasonable methods
• It will disclose any material conflict of interest that arises during the engagement promptly upon becoming aware of it

7.1 General limitation

Hasnihl Capital's total aggregate liability to the Client - whether in contract, tort (including negligence), breach of statutory duty, or otherwise - arising out of or in connection with any engagement shall not exceed the total fees paid by the Client to Hasnihl Capital in the 12 months immediately preceding the event giving rise to the claim.

7.2 Excluded losses

Hasnihl Capital shall not be liable for any of the following, whether or not foreseeable:

• Loss of profit, revenue, or anticipated savings
• Loss of business, contracts, or goodwill
• Loss arising from any third-party introduction, including third-party fraud, misrepresentation, or non-performance
• Loss arising from the Client's failure to conduct independent due diligence
• Loss arising from regulatory, political, or macro-economic changes in the relevant jurisdiction
• Indirect, consequential, or special damages of any nature

7.3 No exclusion of fraud

Nothing in these Terms limits or excludes Hasnihl Capital's liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot be excluded by law.

7.4 Reliance on intelligence and market data

Market intelligence, price benchmarks, and research provided by Hasnihl Advisory represent our best assessment at the time of delivery, based on available information. Mineral markets are volatile. No representation is made that any price, outlook, or assessment will prove accurate, and the Client should not place sole reliance on our intelligence for any investment or trading decision.

8.1 Anti-money laundering

Hasnihl Capital is committed to full compliance with applicable anti-money laundering (AML) and counter-terrorism financing (CTF) regulations in all jurisdictions in which we operate. We will not facilitate any transaction that we reasonably believe involves proceeds of crime.

8.2 KYC requirements

Before commencing a formal engagement, Hasnihl Capital requires the Client to complete our Know Your Client (KYC) process, which includes identification of the Client, its beneficial owners (any individual owning or controlling 25%+), and, where applicable, the source of funds. Failure to complete KYC will prevent commencement of services and may result in termination of an existing engagement.

8.3 OECD Due Diligence Guidance

All mineral trade and sourcing transactions we facilitate adhere to the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. The Client agrees to provide all documentation necessary to support chain-of-custody and conflict-free attestation requirements.

8.4 Sanctions

Hasnihl Capital screens all Clients, counterparties, and beneficial owners against applicable sanctions lists including UN, EU, US OFAC, and UK sanctions. We reserve the right to terminate any engagement immediately, without notice, if a sanctions match is identified.

9.1 Hasnihl Capital IP

All reports, intelligence briefs, market analyses, methodologies, tools, and deliverables produced by Hasnihl Capital remain the intellectual property of Hasnihl Capital, unless otherwise agreed in writing. The Client is granted a non-exclusive, non-transferable licence to use such materials solely for the internal business purpose for which they were commissioned.

9.2 Restrictions

The Client may not reproduce, distribute, sell, sub-licence, or publish any Hasnihl Capital deliverable, in whole or in part, without our prior written consent. Attribution to Hasnihl Capital in any permitted use must be accurate and complete.

9.3 Client materials

All documents, data, and materials provided by the Client to Hasnihl Advisory remain the Client's property. We will not use them for any purpose other than delivery of the agreed services.

10.1 Duration

Each engagement commences on the date specified in the Service Agreement and continues until completion of the agreed services or until terminated in accordance with this Section.

10.2 Termination for convenience

Either party may terminate an engagement for any reason by providing 30 days' written notice. On termination, the Client shall pay for all services delivered up to the termination date, and all reasonable costs incurred in connection with work in progress that cannot reasonably be mitigated.

10.3 Termination for cause

Either party may terminate immediately by written notice if the other:

• Commits a material breach of these Terms that is not remedied within 14 days of written notice
• Becomes insolvent, enters administration, or a liquidator is appointed
• Is found to have provided materially false or misleading information in the engagement process
• Engages in conduct that is illegal, unethical, or likely to bring reputational harm to the other party

Hasnihl Capital may also terminate immediately if the Client fails to complete KYC requirements, or if a sanctions match is identified (see Section 8.4).

10.4 Effect of termination

On termination, the Client's licence to use any Hasnihl Capital deliverables remains in effect solely for the purpose for which they were commissioned. Sections 5 (Confidentiality), 7 (Limitation of Liability), 9 (Intellectual Property), 11 (Disputes), and 12 (Governing Law) survive termination.

11.1 Good-faith resolution

Both parties agree to attempt in good faith to resolve any dispute arising from these Terms through direct negotiation between senior representatives, within 30 days of one party notifying the other in writing of the dispute.

11.2 Mediation

If direct negotiation does not resolve the dispute within 30 days, either party may refer the matter to non-binding mediation administered by the Nairobi Centre for International Arbitration (NCIA)under its then-current mediation rules. The parties shall share the mediator's costs equally.

11.3 Arbitration

If mediation fails or either party declines it, the dispute shall be finally resolved by binding arbitration administered by the NCIA under its Arbitration Rules. The seat of arbitration shall be Nairobi, Kenya. The language of arbitration shall be English. The arbitral tribunal shall consist of one arbitrator agreed by the parties, or appointed by the NCIA if no agreement is reached within 21 days.

11.4 Interim relief

Nothing in this Section prevents either party from seeking urgent interim or injunctive relief from a competent court to preserve its rights pending the outcome of arbitration.

These Terms and any engagement governed by them are subject to the following governing law framework, depending on the Client's primary location and the jurisdiction of the relevant transaction:

The primary governing law is that of Kenya. Where a Client is domiciled in a jurisdiction whose mandatory laws provide greater consumer or investor protection, those mandatory protections are not excluded by these Terms.

13.1 Entire agreement

These Terms, together with any executed Service Agreement or Engagement Letter, constitute the entire agreement between the parties in relation to the subject matter and supersede all prior representations, negotiations, and understandings.

13.2 Amendments

Hasnihl Capital may update these Terms from time to time. The version in force at the time of any engagement commencement governs that engagement. We will notify existing Clients of material changes with at least 14 days' written notice.

13.3 Waiver

Failure by either party to exercise any right under these Terms does not constitute a waiver of that right. A waiver is only effective if made in writing.

13.4 Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision is severed without affecting the validity and enforceability of the remaining provisions.

13.5 No partnership or agency

Nothing in these Terms creates a partnership, joint venture, or agency relationship between Hasnihl Capital and the Client. Neither party may bind the other to any obligation without express written authorisation.

13.6 Force majeure

Neither party is liable for failure or delay in performing obligations caused by events beyond its reasonable control, including natural disasters, war, government actions, or internet outages, provided the affected party notifies the other promptly and takes reasonable steps to mitigate the impact.

13.7 Notices

Notices under these Terms shall be in writing and delivered by email (with read receipt or delivery confirmation) or by post to the addresses set out in the Service Agreement. Hasnihl Capital's legal notice address is: