CALL OPTION AGREEMENT FOR MINERAL RIGHT AND OTHER COVENANTS

By this private instrument, and in accordance with the Law, the Parties identified and described below, namely,

On the one hand, as Grantor,

JJBF LTDA., limited liability company with head office in the City of Poços de Caldas, State of Minas Gerais, at Estrada José Kentenich, s/n/, Zona Rural, ZIP Code 37719-000, enrolled with CNPJ under No. 20.684.296/0001-14, e-mail: , herein represented in compliance with its Articles of Association by its Director, Bruno Fagundes Flora, Brazilian citizen, single, control and automation engineer, Holder of Identity Card (RG) No. , enrolled with CPF under No. , resident and domiciled at , e-mail: , hereinafter referred to as “Grantor”;

and, on the other hand, as Grantee,

ALPHA MINERALS BRAZIL PARTICIPAÇÕES LTDA., limited liability company with head office in the Capital of the State of São Paulo, at Rua Professor José Leite e Oiticica, No. 530, Sala 03, Vila Gertrudes, ZIP Code 04705-080, enrolled with CNPJ under No. 43.093.229/0001-20, e-mail: , herein represented in compliance with its Articles of Association by its Director, Mr. João Paulo Agapito da Veiga, Brazilian citizen, single, businessman, holder of Identity Card (RG) No. 12.762.584-6, issued by DETRAN-RJ, enrolled with CPF under No. 096.759.207-00, resident and domiciled at , with business address in the Capital of the State of São Paulo, at Rua Professor José Leite e Oiticica, No. 530, Vila Gertrudes, ZIP Code 04705-080, e-mail: , hereinafter referred to as “Grantee”;

also appearing as Consenting Intervening Parties,

BRUNO FAGUNDES FLORA, described above; and

GUSTAVO FAGUNDES FLORA, Brazilian citizen, married under full separation of property regime, doctor, holder of Identity Card (RG) No. , enrolled with CPF under No. , resident and domiciled at , e-mail: ;

whereas the Grantor is the sole and legitimate holder of the Mineral Right currently represented by the development concessions subject to the administrative proceeding registered with the National Mining Agency (the “ANM”) under No. 813.944/1971, with Development Concession Ordinance No. 8,053, dated as of 01.16.1979, and 313, dated as of 10.23.1997, for bauxite and clay ores, in an area of 298.89ha, located in the City of Poços de Caldas, MG (the “Mineral Right”), State of Minas Gerais, whose authorizations and main characteristics are included herein as Annex I;

whereas, in compliance with Article 22, I, of Decree-Law No. 227, dated as of 02.28.1967 (the “Mining Code”), combined with article 42 of Decree No. 9,406, dated as of 06.12.2018 (the “Regulation”) and other applicable laws and regulations, the exploration authorization permit, the development concession and the licensing may be subject to assignment or transfer, until the granting of the development concession, provided that the respective assignee meets the applicable constitutional, legal and regulatory requirements;

whereas the Grantee is evaluating the convenience and possibility of acquiring the Mineral Right and, in this context, is interested in becoming the holder of a call option for said Mineral Right;

whereas the Grantor, in turn, agrees to grant said call option to the Grantee, subject to the terms and conditions set forth below;

the Parties resolve to enter into this “Call Option Agreement for Mineral Right and Other Covenants” (the “Agreement”), which shall be governed by the clauses and conditions set forth below.

if for the Grantor:

.

At.: Bruno Fagundes Flora and Gustavo Fagundes Flora.

if for the Grantee:

Rua Professor José Leite e Oiticica, No. 530, Sala 03, Vila Gertrudes, São Paulo, SP, ZIP Code 04705-080.

At.: Bernardo Sanchez Agapito da Veiga.

In witness whereof, the Parties sign this instrument electronically in the presence of the witnesses identified below.

Poços de Caldas, September 22, 2023.

***

List of Annexes:

Annex I.: Identification, Authorizations and Main Characteristics of the Mineral Right.

Annex 1.2.: Bank account details held by the Grantor.

Annex 3.2.: Private Instrument of Mineral Right Assignment Agreement and Other Covenants.

Annex 3.2.1.: Instrument of Assignment of Mineral Right.

Annex 3.2.2.: Draft Public Power of Attorney to be formalized.

Annex 4.2.1.: Initial Due Diligence checklist.

Associated processes:

Documents that make up the process:

Events:

Polygonal

Process: 813.944/1971

Graphical representation:

Polygonals:

Annex 1.2.

to the Call Option Agreement for Mineral Right and Other Covenants, dated as of September 22, 2023.

Bank account details held by the Grantor.

Owner: JJBF LTDA.

CNPJ:

Bank:

Branch:

Current account:

Annex 3.2.

to the Call Option Agreement for Mineral Right and Other Covenants, dated as of September 22, 2023.

Draft Private Instrument of Assignment Agreement for Mineral Right and Other Covenants.

ASSIGNMENT AGREEMENT FOR MINERAL RIGHT AND OTHER COVENANTS

By this private instrument, and in accordance with the law, the Parties designed and described below, namely,

on the one hand, as Assignor,

JJBF LTDA., limited liability company with head office in the City of Poços de Caldas, State of Minas Gerais, at Estrada José Kentenich, s/n/, Zona Rural, ZIP Code 37719-000, enrolled with CNPJ under No. 20.684.296/0001-14, e-mail: , herein represented in compliance with its Articles of Association by its Director, Bruno Fagundes Flora, Brazilian citizen, single, control and automation engineer, Holder of Identity Card (RG) No. , enrolled with CPF under No. , resident and domiciled at , e-mail: , hereinafter referred to as “Assignor” or “JJBF”, indistinctly;

and, on the other hand, as Assignee,

ALPHA MINERALS BRAZIL PARTICIPAÇÕES LTDA., limited liability company with head office in the Capital of the State of São Paulo, at Rua Professor José Leite e Oiticica, No. 530, Sala 03, Vila Gertrudes, ZIP Code 04705-080, enrolled with CNPJ under No. 43.093.229/0001-20, e-mail: , herein represented in compliance with its Articles of Association by its Director, Mr. João Paulo Agapito da Veiga, Brazilian citizen, single, businessman, holder of Identity Card (RG) No. , issued by DETRAN-RJ, enrolled with CPF under No. , resident and domiciled at , with business address in the Capital of the State of São Paulo, at Rua Professor José Leite e Oiticica, No. 530, Vila Gertrudes, ZIP Code 04705-080, e-mail: , hereinafter referred to as “Grantee”;

also appearing as Consenting Intervening Parties,

BRUNO FAGUNDES FLORA, described above; and

GUSTAVO FAGUNDES FLORA, Brazilian citizen, married under full separation of property regime, doctor, holder of Identity Card (RG) No. , enrolled with CPF under No. , resident and domiciled in the , e-mail: ;

whereas the Assignor is the sole and legitimate holder of the mineral right currently represented by the development concessions subject to the administrative proceeding registered with the National Mining Agency (the “ANM”) under No. 813.944/1971, located in the City of Poços de Caldas, MG, and detailed and characterized in Annex I., which is an integral and inseparable part of this document (the “Mineral Right”);

whereas the Assignor granted the Assignee a call option for the Mineral Right, as provided for in the Call Option Agreement for Mineral Right and Other Covenants entered into on September 19, 2023 (the “Option Agreement”), and the Assignee validly exercised the option on [...], as per item 3.1 of the Option Agreement;

whereas, in order to comply with the Option Agreement, the Assignor intends to assign the Mineral Right to the Assignee, while the Assignee intends to acquire the Mineral Right, subject to the terms and conditions set forth in this specific instrument;

The Parties RESOLVE to enter into this “Assignment Agreement for Mineral Right and Other Covenants” (the “Agreement”), which shall be governed by the following clauses and conditions.

3.5. Obligations of the Assignor. Without prejudice to the other obligations specifically set forth in other items of this Agreement and with the purpose of preserving the Mineral Right until the date on which they can be registered on behalf of the Assignee with the ANM, the Assignor undertakes to:

3.6. Agreements with third parties. In compliance with the terms set forth in item 1.3.1 of the Option Agreement, the Assignor was authorized to enter into agreements with third parties involving the exploration of clay or bauxite in the area where the Mineral Right is located. These agreements could be in effect until the date the Assignee sent the Call Option Exercise Notice to the Assignor, unless otherwise agreed between the Assignee and said third parties. Whereas (i.) the Exercise Notice was sent on [...]; and (ii.) the payment of the First Installment of the Purchase Price occurred on [...], the Assignor declares that, on [...], it sent a notice to said third parties informing them of the assignment of the Mineral Right to the Assignee, and that, as of [...], said agreements will be

definitively terminated, obligating the Assignor, jointly and severally with said third parties, to (a.) remove all of its equipment and employees from the area of the Mining Law; and (b.) restore and/or recover the area of Mining Law, in accordance with current environmental law, being liable for losses and damages, in addition to any lost profits or penalties imposed by the authorities on the Assignee that are directly or indirectly resulting from the development of clay, bauxite or other minerals in the area of Mining Law.

3.7. Timber Exploration. The Assignee is aware of the existence of timber extraction agreements in the same area as the Mining Law and undertakes not to interfere in said activity, which will continue to be carried out by the Assignor or third parties even after the execution of this Agreement. Likewise, the Assignor hereby guarantees to the Assignee that the timber extraction activity may not interfere with the latter’s exploitation of the Mining Law. It is understood that, if one of the Parties demonstrably causes difficulties or harm to the other, it shall bear any losses, damages, and lost profits, as provided for in applicable law.

3.8. Cooperation. The Parties undertake to mutually cooperate and provide any assistance that may be reasonably required for the proper development and fulfillment of the obligations set forth in this Agreement, in particular with regard to the assignment of Mineral Right contemplated therein, it being established that this Agreement was entered into in the best interests of both Parties, in compliance with the bases and parameters practiced in the market on the date of its execution, considering the risks inherent therein. The Parties consent and agree, however, that they are independent contracting parties and, under no circumstances or situations, shall the existence of a corporation, consortium, joint venture, partnership, or association of any kind or nature be presumed between the Assignor and the Assignee.

3.9. No provision in this Agreement assigns or will assign to the Assignor the status of partner, distributor, and/or commercial representative of the Assignee, including for purposes of environmental, civil, tax, or labor law.

3.10. The Parties further acknowledge that each of them and their partners, employees, or contracted parties are not agents or attorneys-in-fact of the other Party and, consequently, will not assume obligations on its behalf, except as provided for in this Agreement, especially in item 1.2.1. above.

3.11. No relationship. Under no circumstances will any employment relationship or labor or social security obligations be presumed or established under this Agreement between the Assignor and the Assignee’s employees and service providers, or between the Assignee and the Assignor’s employees and service providers. Neither Party will be a guarantor of the other’s labor and social security obligations and charges. Each Party hereby assumes full responsibility for such obligations, including those of a civil, criminal, tax, and social security nature.

3.12. Assignor’s Obligation to indemnify. The Assignor hereby undertakes to indemnify, protect, safeguard, and hold the Assignee harmless, and shall also pay on the Assignee’s behalf or reimburse it, as the case may be, for any and all losses incurred by the Assignee as a result of or in connection with the following circumstances: (a.) any default or failure of the Assignor to fulfill or perform any obligation under this Agreement; and/or (b.) any breach, falsehood, or inaccuracy with respect to the

representations and warranties provided by the Assignor in this Agreement; and/or (c.) any loss or contingency of any nature related to the Mineral Right, including, but not limited to, environmental, labor, tax, regulatory, or punitive contingencies, among others, incurred to date, even if created subsequently; and/or (d.) any loss or contingency, of any nature, related to the development of clay, bauxite or any other mineral in the area of Mining Law, including but not limited to environmental, labor, tax, regulatory or punitive contingencies arising from such extraction; and/or (e.) any loss or contingency, of any nature, related to the exploitation of timber, by the Assignor or third parties, in the area of Mining Law, including but not limited to environmental, labor, tax, regulatory or punitive contingencies, among others, except for acts and facts performed by the Assignee prior to the exercise of the Call Option, due to the mineral exploration carried out by it on the property.

3.12.1. Reimbursement. In the event that the Assignee disburses any funds to pay liabilities or contingencies that, as provided for in this Agreement, are the responsibility of the Assignor, it must send to the Assignor copies of the respective payment receipts, followed by a brief description of their nature and the bank account details for reimbursement, following the procedures set forth in 5.8. The Assignor must arrange for the respective reimbursement within a maximum period of five (5) business days, under penalty of a two percent (2%) fine and 1% monthly interest on the overdue amount, calculated “pro rata dies”, from the maturity date of the reimbursement obligation until the date of actual payment. Without prejudice to the provisions of this item, the Assignee is entitled to deduct the amounts due and not paid by the Assignor in compliance with the provisions of this item 3.12.1., including fines and interest, provided that they are demonstrably disbursed by the Assignee, from the amount of the Second and Third Installments of the Purchase Price provided for in 2.1. above.

3.13. Assignee’s Obligations: The Assignee undertakes to settle and fulfill promptly all obligations arising, from that date, on the Mineral Right now purchased, even if launched in the name of the Assignor.

3.14. General representations of the Parties. The Parties hereby represent to each other that:

4. CONFIDENTIALITY AND SECRECY.

4.1. Confidentiality. The terms and conditions of this Agreement are strictly confidential and may not be revealed or disclosed in whole or in part by the Parties to any other person or company without the prior written consent of the other Party, except (i.) when the information is publicly known; (ii.) for the purpose of disclosing such information to directors, employees, consultants, lawyers or auditors who are directly involved in the performance of the Agreement, who shall assume the obligation of confidentiality set forth herein; each Party shall be responsible for complying with such obligation with respect to the persons indicated herein; and (iii.) when its disclosure is determined by order of any judicial or administrative authority or any other determinations provided for by law, in which case the party disclosing the information shall notify the other party of such determination.

4.1.1. Validity. The confidentiality obligations set forth in this clause will remain in force for a period of one (1) year, counting from the end of the term of the Agreement.

5. FINAL PROVISIONS.

5.1. Consent. The Consenting Intervening Parties sign this Agreement, as partners of the Assignor, expressly authorizing the performance of the legal transaction embodied herein, in accordance with articles 107, 219, and 220, all of the current Civil Code.

5.2. Entire agreement. This Agreement creates the entire agreement among the Parties regarding the matters creating its subject matter, superseding any previously executed documents and understandings previously reached among the Parties.

5.3. Irrevocability. This Agreement is irrevocable and irreversible, binding on the Parties and their heirs and successors in any capacity.

5.4. Amendments. Amendments to this Agreement will only be valid when executed in writing and signed by the legal representatives of all Parties.

5.5. Assignment. The rights and obligations arising from this Agreement may not be assigned or transferred, in whole or in part, by either Party to any third parties.

5.6. Waiver, Novation and Others. The Parties acknowledge that (i.) the failure to exercise, the granting of a time limit, the forbearance, or the delay in exercising any right granted to them by this Agreement or by law will not create a waiver or novation of such rights, nor will it prejudice their eventual exercise at any time; (ii.) the individual or partial exercise of these rights will not prevent the subsequent exercise of the remaining rights or the exercise of any other right; (iii.) the waiver, by either Party, of any of these rights will only be valid if formalized in writing; (iv.) the waiver of a right shall be interpreted restrictively and will not be considered a waiver of any other right granted by this

Agreement; (v.) the nullity or invalidity of any of the clauses of this Agreement will not prejudice the validity and effectiveness of the other clauses and the instrument itself, in the latter case, the Parties and/or the Judge must promote, within the limits permitted by law, the replacement of the corrupted clause with another that allows the Parties to achieve the practical result initially intended.

5.7. Assistance and Costs. The Parties represent that they were duly assisted by their respective attorneys in executing this Agreement, who warned them of the risks involved in the transaction covered by this Agreement, and that they are signing this Agreement independently, of their own free will, aware of the risks and obligations to which they are subject, and of the rights granted under this Agreement. Neither Party may, at any time after signing this Agreement, claim ignorance, error, injury, lack of knowledge, or any other defect regarding the risks, obligations, and rights provided for in this Agreement. The Parties agree that all costs and expenses incurred in hiring agents, attorneys, auditors, advisors, intermediaries, or consultants to carry out the transactions covered by this Agreement will be borne exclusively by the respective contracting party.

5.8. Notices. All notices related to this Agreement must be made in writing, preferably by e-mail, or by registered mail with proof of receipt, or by notary public’s office or court, to the address indicated in the preamble or any other address that may be duly indicated in writing. In the case of the Assignor, any notices must be sent to: Rua Francisco Faria Lobato, nº 190, apt. 122, Centro, ZIP Code 37701-045, e-mail: .

5.9. Taxes. All taxes and contributions levied on any acts, facts and/or situations provided for in this Agreement, including those that must be subject to withholding by the paying source, must be borne by the respective taxpayer and/or tax responsible party, as the case may be, in compliance with the law in force in Brazilian territory.

5.10. Personal Data Protection. The Parties, by mutual agreement, comply with the duties and obligations regarding the personal data protection and undertake to process the Personal Data collected under this Agreement, if any, according to the applicable law, including, but not limited to, Law No. 12,965 dated as of 04.23.2014, Decree No. 8,771 dated as of 05.11.2016 (Internet Civil Rights Framework), Law No. 13,709 dated as of 08.14.2018 (“LGPD”), where and as applicable. The Parties must also ensure that their representatives, partners, directors, and employees comply with the provisions of the relevant legal instruments related to data protection, as provided for in the LGPD.

5.10.1. Each Party shall be individually responsible for complying with its obligations under the LGPD and any regulations subsequently issued by the competent regulatory authority. The Parties are liable to the competent authorities for their own acts and omissions that caused non-compliance with applicable laws and regulations.

5.11. Anti-corruption clause. Compliance. For the performance of this Agreement, neither party may offer, give, or commit to give, to anyone, or accept or commit to accept, from anyone, either on its own behalf or through another party, any payment, donation, compensation, financial or non-financial advantages, or benefits of any kind that create an illegal or corrupt practice under the laws of any country, directly or indirectly related to the purpose of this Agreement, or even in any way unrelated to this Agreement. They must also ensure that their agents and employees act in the same manner.

5.12. Specific Performance. All commitments and obligations assumed by the parties herein are subject to specific performance, pursuant to articles 497 and 815 et seq. of the Civil Procedure Code, with this Agreement serving as an instrument enforceable out of court, according to the article 784, III, also of the Civil Procedure Code.

5.13. Jurisdiction. The Parties hereby elect the Judicial district of Poços de Caldas, State of Minas Gerais to resolve any doubts, disputes, or controversies arising from this Agreement, to the exclusion of any other, however privileged it may be or may become.

In witness whereof, the parties execute this Agreement in two (2) copies, before the witnesses identified below.

Poços de Caldas, [...]

***

List of Annexes:

Annex I.: Authorizations and Main Characteristics of the Mineral Right.

Annex 1.1.4.: Instrument of Assignment of Mineral Right.

Annex 3.1.: Private Instrument of Fiduciary Sale of Mineral Right and Other Covenants.

Annex I.

to the Assignment Agreement for Mineral Right and Other Covenants, dated as of [...].

Authorizations and Main Characteristics of the Mineral Right.

Annex 1.1.4.

to the Assignment Agreement for Mineral Right and Other Covenants, dated as of [...].

Instrument of Assignment of Mineral Right.

Annex 3.1.

to the Assignment Agreement for Mineral Right and Other Covenants, dated as of [...].

Private Instrument of Fiduciary Sale of Mineral Right and Other Covenants.

PRIVATE INSTRUMENT OF FIDUCIARY SALE OF MINERAL RIGHT AND OTHER COVENANTS

By this private instrument, the parties identified below (each a “Party”, and collectively referred to as the “Parties”),

on the one hand, as Creditor,

JJBF LTDA., limited liability company with head office in the City of Poços de Caldas, State of Minas Gerais, at Estrada José Kentenich, s/n/, Zona Rural, ZIP Code 37719-000, enrolled with CNPJ under No. 20.684.296/0001-14, e-mail: , herein represented in compliance with its Articles of Association by its Director, Bruno Fagundes Flora, Brazilian citizen, single, control and automation engineer, Holder of Identity Card (RG) No. , enrolled with CPF under No. , resident and domiciled at , e-mail: , hereinafter referred to as “Creditor” or “JJBF”, indistinctly;

on the other hand, as Debtor,

ALPHA MINERALS BRAZIL PARTICIPAÇÕES LTDA., limited liability company with head office in the Capital of the State of São Paulo, at Rua Professor José Leite e Oiticica, No. 530, Sala 03, Vila Gertrudes, ZIP Code 04705-080, enrolled with CNPJ under No. 43.093.229/0001-20, e-mail: , herein represented in compliance with its Articles of Association by its Director, Mr. João Paulo Agapito da Veiga, Brazilian citizen, single, businessman, holder of Identity Card (RG) No. , issued by DETRAN-RJ, enrolled with CPF under No. , resident and domiciled at , with business address in the Capital of the State of São Paulo, at Rua Professor José Leite e Oiticica, No. 530, Vila Gertrudes, ZIP Code 04705-080, e-mail: , hereinafter referred to as “Alpha”, “Debtor” or “Guarantor”, indistinctly;

whereas the Debtor is, as of this date, the sole and legitimate holder of the Mineral Right currently represented by the development concessions subject to the administrative proceeding registered with the National Mining Agency (the “ANM”) under No. 813.944/1971, with Development Concession Ordinance No. 8,053, dated as of 01.16.1979, and 313, dated as of 10.23.1997, in an area of 298.89ha, located in the City of Poços de Caldas, MG (the “Mineral Right”);

whereas, on this date, the Alpha and JJBF entered into the so-called “Assignment Agreement for Mineral Right and Other Covenants” (the “Agreement”), through which JJBF definitively and for consideration assigned and transferred the Mineral Right to Alpha, upon payment of the Purchase Price defined in item 2.1. of the Agreement (the “Purchase Price”);

whereas, pursuant to item 3.1. of the Agreement, the Debtor has undertaken, as collateral for the timely and complete payment of the Second Installment of the Purchase Price and the Third Installment of the Purchase Price, as provided for in 2.1.(b.) and 2.1.(c.) of the Agreement, to fiduciarily sell the Mineral Right in favor of the Creditor (the “Fiduciary Sale”), which must remain registered with the ANM until full payment of the Purchase Price;

the Parties resolve to enter into, for the purpose of implementing the aforementioned guarantee, this “Private Instrument of Fiduciary Sale of Mineral Right and Other Covenants” (the “Instrument”), which will be governed by the following clauses and conditions.

1. DEFINITIONS.

1.1 Defined terms. All terms and expressions used in this Instrument and in its Annex with their initials written in capital letters will have the same meanings assigned to them in the Agreement, unless otherwise defined in this Instrument.

2. FIDUCIARY SALE.

2.1 Secured obligation. As a guarantee of faithful, full, and timely fulfillment of the obligations assumed under the Agreement, the Debtor, irrevocably and irreversibly, pursuant to article 1,361 and related provisions of the Civil Code and article 66-B of Law No. 4,728 dated as of July 14, 1965, as amended from time to time, and ANM Resolution No. 90 dated as of 12.22.2022, fiduciarily assigns, in favor of the Creditor, the fiduciary ownership and indirect possession of all Mineral Right, in order to guarantee fulfillment of all obligations assumed under the Agreement, in particular, but not limited to, the obligation to pay the Second Installment of the Purchase Price and the Third Installment of the Purchase Price provided for in items 2.1.(b.) and 2.1.(c.) of the Agreement.

2.1.1 Scope. At any time and regardless of any formality, this Fiduciary Sale and the definition of Mineral Right shall cover all other rights registered with the ANM that result directly or indirectly from Mineral Right or are linked to the exploration of Ore and/or other minerals or resources, of any nature, within the area of the Mineral Right.

2.2 Commitment. Until the Secured Obligations, as defined below, are fully paid off, the Debtor hereby undertakes to: (i.) at all times maintain in fiduciary sale, hereunder, all (and no less than all) of the Mineral Right.

2.3 Validity. The fiduciary guarantee hereby established shall remain in full force and effect until (i) the Secured Obligations are fully complied with; or (ii) it is fully executed and the Creditor has received the proceeds from the foreclosure of the Mineral Right and, if applicable, the other Mineral Rights, definitively and indisputably.

2.4 Communication. The Creditor must, within ten (10) business days from the date any of the events set forth in 2.3. above occurs, send the Debtor a written notice (i.) attesting to the termination of this Instrument; and (ii.) authorizing the Debtor to release the Fiduciary Sale on the Mineral Right by registering its cancellation with the ANM.

2.5 Main characteristics. The main features of the obligations secured hereunder are described in Annex 2.5 to this Instrument (the “Secured Obligations”).

3. FORMALIZATION AND PERFECTION OF THE FIDUCIARY SALE.

3.1 Registration. The Debtor undertakes to file the application of fiduciary sale provided for herein with the ANM, in the Mineral Right transfer application, in

compliance with articles 42 and 43 of Decree No. 9,406, dated as of 06.12.2018, expressly stating the restrictions and prohibitions provided for herein.

3.2 Preservation. The Debtor will comply with any other requirement of any applicable law, now in force or in the future, necessary for the establishment, improvement, preservation, and absolute priority of the Fiduciary Sale herein, providing the respective proof to the Creditor.

4. RIGHTS ASSOCIATED WITH THE SOLD MINERAL RIGHT.

4.1 Mineral Right. Until an Event of Default occurs, as defined below, the Debtor may freely exercise the economic rights linked to the Mineral Right or to Other Rights, provided that the provisions of this Instrument, the Agreement or set forth in any document related to the Secured Obligations are observed, in such a way as not to jeopardize the payment and full compliance with the Secured Obligations and the guarantee created herein.

5. ADDITIONAL OBLIGATIONS.

5.1 Obligations. Without prejudice to any other commitments and obligations set forth in this Instrument or in the Agreement, the Debtor hereby undertakes and agrees that:

5.1.1 without the prior written consent of the Creditor, it shall not (i.) sell, assign, transfer, confer, exchange, pledge, or, in any way, encumber or dispose of, or grant any option, guarantee, right, enter into an agreement or commitment relating to the Mineral Right; or (ii.) create or permit the creation of any lien, security interest, pledge, mandate, purchase agreement, restrictions, agreements, or any encumbrance or burden on the Mineral Right fiduciarily sold, or related thereto, except only for the encumbrance resulting from this Fiduciary Sale;

5.1.2 shall, at its own expense, defend the ownership, possession, and all rights associated with the Mineral Right fiduciarily sold against any claims and demands from third parties, and shall inform the Creditor within one (1) business day of any litigation or proceeding related to the Mineral Right fiduciarily sold;

5.1.3 when requested by the Creditor, it shall, at its own expense, perform all acts and sign any additional documents that may be reasonably required from time to time to enable the Creditor (i.) to protect the rights created hereunder; and (ii) to exercise any rights that may be granted to it hereunder;

5.1.4 it shall comply with the laws, rules, and regulations applicable to Mineral Right and adopt all necessary measures to ensure that the Creditor maintains its fiduciary ownership and absolute preference with respect to the Mineral Right;

5.1.5 it shall, immediately upon request by the Creditor in this regard, provide all information and evidence that the Creditor may request, at any time, regarding the Mineral Right fiduciarily sold;

5.1.6 may not, except with the prior and express authorization of the Creditor, enter into any agreement that could restrict the rights granted to the Creditor in this Instrument, or affect the Creditor’s ability to sell or otherwise dispose of the Mineral Right transferred after the occurrence of an Event of Default; and

5.1.7 must, after the occurrence of an Event of Default, comply with all instructions received in writing from the Creditor regarding the Mineral Right fiduciarily sold.

6. EVENT OF DEFAULT.

6.1 Event of Default. The Creditor may automatically and early consider the Secured Obligations payable in the event of any of the events regulated by law, or in the event of non-compliance by the Debtor with any obligations set forth in the Agreement or this Instrument (in either case, an “Event of Default”).

6.2 Consolidation of ownership. Subject to the provisions of this Agreement, in the event of an Event of Default, the Creditor, regardless of any formality, shall retain direct possession and full ownership of the Mineral Right fiduciarily sold and may, without prejudice to their other rights provided for herein, avail itself of applicable legal and contractual measures to satisfy their credit, as set forth in item 7 below.

7. FORECLOSURE OF WARRANTY.

7.1 Foreclosure. Subject to the provisions of article 1,365 of the Civil Code, in the event of an Event of Default, full ownership of the Mineral Right fiduciarily sold shall be consolidated in favor of the Creditor, and the Creditor may, regardless of any judicial or extrajudicial notice or notification, at its sole discretion, without prejudice to the other rights provided for herein, in the Agreement and in law, especially those provided for in article 66-B, paragraphs 3 and 4, of Law No. 4,728, dated as of July 14, 1965, dispose of, sell or cause to be sold or otherwise foreclose or dispose of the Mineral Right, publicly or privately, in whole or in part, regardless of auction, public auction or any other judicial or extrajudicial measure, and the Creditor shall also have the right to collect, demand and receive the proceeds of such sale, disposal or execution, using it to amortize or, if possible, settle any due and unpaid Secured Obligations and any and all expenses, costs, or taxes levied on the sale, disposal, foreclosure, or transfer of the Mineral Right or on the payment to the Creditor of the Secured Obligations, ultimately delivering any remaining balance to the Debtor.

7.2 Use of funds. The funds collected in accordance with the foreclosure procedures set forth in this item 7., including those owed for economic rights due from the exploitation of the Mineral Right between the date of the Event of Default and the date of receipt of the funds related to the foreclosure of the sold Mineral Right, as they are received, shall be immediately allocated to the Creditor. If the funds collected pursuant to the enforcement procedures provided herein are not sufficient to fully discharge the Secured Obligations, the Debtor will remain liable for the unpaid amount of the Secured Obligations.

7.3 Expenses. The amount of the Secured Obligations shall include the necessary expenses incurred by the Creditor, including taxes, charges, fees, commissions, attorney’s fees, and court costs or expenses, for the purpose of enforcing the security created by this Instrument.

7.4 Independence. The enforcement of the Mineral Right as provided herein shall be carried out independently and in addition to any other enforcement of real or personal security granted to the Creditor with respect to the Secured Obligations.

8. REPRESENTATIONS AND WARRANTIES.

8.1 Representations of the Debtor. The Debtor represents and warrants to the Creditor, as of this date:

8.1.1 it is a duly incorporated and validly existing company under Brazilian law, with full power, capacity, and authorization to enter into this Instrument and assume and fulfill the obligations set forth herein. The legal representative of the Debtor who signs this Instrument is fully capable of and possesses all the necessary corporate powers and authorizations to enter into and fulfill its provisions;

8.1.2 this Instrument is valid and enforceable in accordance with its terms and, upon (i.) fulfillment of the obligations set forth in Clause 2., and (ii.) the registrations and endorsements set forth in Clause 3., it will become fully effective;

8.1.3 the execution of this Instrument and the fulfillment of the obligations set forth herein do not (a.) violate (a.1.) its articles of association; or (a.2.) any law, regulation, or court, administrative, or arbitration decision that binds or is applicable to it and its assets; nor (b.) create or will create a default, nor imply or will imply an early maturity of any contract, instrument, agreement, loan, or relevant document to which it is a party;

8.1.4 all approvals, consents, authorizations, and measures of any nature necessary or mandatory for the due execution, validity, and fulfillment of this Instrument and for the creation and maintenance of the Fiduciary Sale on the Mineral Right have been obtained and are in full force and effect;

8.1.5 the Debtor is the legitimate and sole holder and owner of the Mineral Right fiduciarily sold, which is free and clear of any liens, guarantees, pledges, attachments, other fiduciary sales, options, preemptive rights, purchase commitments, restrictions, charges, debts, or any other conventional or legal encumbrances;

8.1.6 the Fiduciary Sale will create in favor of the Creditor a duly created, legal, valid, effective, and enforceable lien on the Mineral Right fiduciarily sold and on any funds or rights related thereto; and

8.1.7 there is no claim, demand, lawsuit, inquiry, administrative proceeding, or proceeding pending before any arbitrator, court, or any other authority regarding the Mineral Right or the Debtor that could affect the Fiduciary Sale herein or any of the provisions of this Instrument.

8.2 Validity. The representations and warranties provided above by the Debtor shall remain valid and shall subsist until the Secured Obligations are paid in full, and the Debtor shall be obligated to indemnify the Creditor and hold it harmless from any liability for any loss, direct damages, costs, and expenses of any kind, including attorney’s fees, provided they are duly proven and documented in writing, that may be incurred by the Creditor in connection with any falsehood, inaccuracy, incompleteness, or incorrectness regarding any representation or warranty provided by the Debtor in this Instrument.

9. VALIDITY.

9.1 Validity. This Agreement shall come into effect on the date of its execution and shall remain in effect until the Secured Obligations are fully fulfilled, as duly certified by the Creditor.

9.2 Release. Upon fulfillment, payment, and full discharge of the Secured Obligations, the Creditor will release the Fiduciary Sale established by this Instrument on the Mineral Right, by means of a written release instrument. The Debtor will be solely responsible for all costs and arrangements that may be necessary to cancel the Fiduciary Sale on the Mineral Right, including, without limitation, any registrations or endorsements required by applicable law.

10. MISCELLANEOUS.

10.1 Notices. All notices related to this Instrument must be made in writing, preferably by e-mail, or by registered mail with proof of receipt, or by notary public’s office or court, to the address indicated in the preamble or any other address that may be duly indicated in writing. In the case of the Assignor, any notices must be sent to: Rua Francisco Faria Lobato, nº 190, apt. 122, Centro, ZIP Code 37701-045, e-mail: .

10.2 Interpretation. The chapter and clause titles inserted herein are for convenience only and shall not affect the interpretation of the chapters and clauses to which they refer to. In this Instrument: (i.) any reference to a document, including the Instrument itself, shall be deemed a reference to all documents that subsequently amend or replace it; (ii.) the terms “include”, “includes”, and “including” are not restrictive; (iii.) references to any natural person or legal entity shall include their successors and heirs; (iv.) references to “days” shall be construed as references to calendar days.

10.3 Amendments. Amendments to this Instrument will only be valid when executed in writing and signed by the legal representatives of all Parties.

10.4 Waiver, Novation and others. The Parties and Consenting Intervening Parties represent and acknowledge that, except as expressly provided otherwise in this Instrument: (i.) the failure to exercise, the granting of a time limit, the forbearance, or the delay in exercising any right granted to them by this Instrument or by law will not create a waiver or novation of such rights, nor will it prejudice their eventual exercise; (ii.) the individual or partial exercise of these rights will not prevent the subsequent exercise of the remaining rights or the exercise of any other right; (iii.) the waiver of any of these rights will only be valid if formalized in writing; (iv.) the waiver of a right shall be interpreted restrictively and will not be considered a waiver of any other right granted by this Instrument or by law.

10.5 Invalidity and others. If any provision of this Instrument is deemed illegal, invalid, or ineffective, all remaining provisions not affected by such ruling shall prevail, and the Debtor shall be obliged to comply with all unaffected provisions and, pursuant to this instrument, to make payments for amounts not subject to dispute, depositing the disputed amounts in court. The Debtor further undertakes to negotiate in good faith and replace the affected provisions with others that, to the extent possible, (i.) reflect its original intent, the logic, and the economic content envisaged for each part of the transaction, and (ii.) are valid and binding. The content of the provision of this clause shall not affect or prevent

the foreclosure and/or enforcement, at any time, of the Fiduciary Sale or other Guarantees granted under the Agreement.

10.6 Instrument enforceable. All commitments and obligations assumed in this Instrument by the Parties are subject to specific performance, according to the articles 497 and 815 et seq. of the Civil Procedure Code, with this Agreement serving as an instrument enforceable out of court, according to the article 784, III, of the Civil Procedure Code.

10.7 Costs. Any and all costs incurred due to the registration of this Instrument, as well as any amendments, in the competent registries, will be the sole responsibility of the Debtor.

10.8 Independence. By virtue of article 23 of Law No. 9,514 dated as of 11.20.1997, and article 1,361, §1, of the Civil Code, this Instrument creates an autonomous instrument, which may be registered separately, regardless of any other instruments related to the Assigned Economic Rights.

10.9 Governing Law. This Instrument shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil.

10.10 Jurisdiction. The Parties hereby elect the Judicial district of Poços de Caldas, State of Minas Gerais to resolve any doubts, disputes, or controversies arising from this Agreement, to the exclusion of any other, however privileged it may be or may become.

In witness whereof, the Parties execute this instrument in three (3) copies of equal content, before two (2) undersigned witnesses.

Poços de Caldas, [...]

Creditor:

JJBF LTDA.

p. Bruno Fagundes Flora

Debtor:

ALPHA MINERALS BRAZIL PARTICIPAÇÕES LTDA.

p. João Paulo Agapito da Veiga

Witnesses:

Annex 2.5.

to the Private Instrument of Fiduciary Sale of Mineral Right and Other Covenants, dated as of [...]

Characteristics of the Secured Obligations

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The other characteristics of the Mineral Right and the Purchase Price are described in the Agreement, the clauses, terms, and conditions of which the Fiduciary Sale expressly acknowledges and agrees with. All terms and expressions used in this Annex and in its

Annex with their initials written in capital letters will have the same meanings assigned to them in the Agreement, unless otherwise defined herein.

Annex 3.2.1.

to the Call Option Agreement for Mineral Right and Other Covenants, dated as of September 22, 2023.

Draft Instrument of Assignment of Mineral Right.

INSTRUMENT OF ASSIGNMENT OF MINERAL RIGHTS

Assignor: JJBF LTDA., limited liability company with head office in the City of Poços de Caldas, State of Minas Gerais, at Estrada José Kentenich, s/n/, Zona Rural, ZIP Code 37719-000, enrolled with CNPJ under No. 20.684.296/0001-14, e-mail: , herein represented in compliance with its Articles of Association by its Director, Bruno Fagundes Flora, Brazilian citizen, single, control and automation engineer, Holder of Identity Card (RG) No. , enrolled with CPF under No. , resident and domiciled at , e-mail: , hereinafter referred to as “Assignor” or “JJBF”, indistinctly;

Assignee: ALPHA MINERALS BRAZIL PARTICIPAÇÕES LTDA., limited liability company with head office in the Capital of the State of São Paulo, at Rua Professor José Leite e Oiticica, No. 530, Sala 03, Vila Gertrudes, ZIP Code 04705-080, enrolled with CNPJ under No. 43.093.229/0001-20, e-mail: , herein represented in compliance with its Articles of Association by its Director, Mr. João Paulo Agapito da Veiga, Brazilian citizen, single, businessman, holder of Identity Card (RG) No. , issued by DETRAN-RJ, enrolled with CPF under No. , resident and domiciled at , with business address in the Capital of the State of São Paulo, at Rua Professor José Leite e Oiticica, No. 530, Vila Gertrudes, ZIP Code 04705-080, e-mail: , hereinafter referred to as “Alpha” or “Assignee”, indistinctly;

Consenting Intervening Parties: GUSTAVO FAGUNDES FLORA, described above; and GUSTAVO FAGUNDES FLORA, Brazilian citizen, married under full separation of property regime, doctor, holder of Identity Card (RG) No. , enrolled with CPF under No. , resident and domiciled at , e-mail: ;

whereas, the Assignor and the Assignee1 entered into the Assignment Agreement for Mineral Rights and Other Covenants (the “Agreement”), whose draft is an integral part of the Call Option Agreement for Mineral Right and Other Covenants (the “Call Option”), dated as of [...], through which the Assignor assigned and transferred2 to the Assignee the mineral right currently represented by the development concessions subject to the administrative proceeding registered with the National Mining Agency (the “ANM”) under No. 813.944/1971 (the “Mineral Right”);

By this private instrument and in accordance with the law, the Assignor and the Assignee, as identified above, resolve to enter into this Instrument of Assignment of Mineral Rights (“Assignment Instrument”), which will be governed by the clauses and conditions specified below:

Purpose. The assignment of the Mineral Right, free and clear of any liens, encumbrances, or restrictions, shall belong exclusively to the Assignee, including all rights and obligations, whether patrimonial or otherwise, inherent thereto, together with any and all rights, guarantees, privileges, preferences, prerogatives, and actions guaranteed by law.

1. As previously and duly agreed upon by the Parties within the scope of the Call Option Agreement for Mineral Right and Other Covenants (the “Call Option”) and reflected in the text of the Agreement agreed between the Parties, in consideration for the payment of the Purchase Price defined and agreed upon therein, the Assignor irrevocably assigned the Mineral Rights to the Assignee.

2. The Assignee undertakes, effective this date, to pay any fees or expenses related to the Mineral Rights.

3. The Assignee, at its sole discretion and expense, will register this Assignment Instrument with the ANM, notary offices, or any other applicable agency. The Assignor undertakes to collaborate in any and all acts that may be necessary for the implementation of the registration referred to in this item, at the Assignee’s discretion, in order to enable the improvement of the assignment of Mineral Right, such as signing documents and/or petitions, making statements, appearing before the court, tribunal or any judicial authority, through its legal representatives, always aiming at the effective registration of this Assignment Instrument with the National Mining Agency and the transfer of the Mineral Right to the Assignee.

4. The Assignor reiterates, by signing this Assignment Instrument, the truthfulness, validity and effectiveness of all statements and documents made available to the Assignee and, with regard to its economic, financial and equity situation, declares that the assignment of the Mineral Right to the Assignee does not create a case of fraud against creditors, fraud of execution or presumption of fraud against tax authorities, at the Federal, State or Municipal levels, as provided for in article 158 of the Civil Code, in article 792 of the Civil Procedure Code and in article 185 of the National Tax Code, respectively, and other applicable rules.

5. The Consenting Intervening Parties sign this Assignment Instrument, as partners of the Assignor, expressly authorizing the performance of the legal transaction embodied herein, in accordance with articles 107, 219, and 220, all of the current Civil Code.

6. This Assignment Instrument does not change, replace, or cancel any other understandings or provisions of the Agreement. Capitalized terms and expressions that do not have a definition in this Assignment Instrument will have the definition established in the Agreement.

7. This Assignment Instrument will be construed and governed by the laws of the Federative Republic of Brazil in force. All disputes, controversies, and/or issues arising from or related to this Assignment Instrument shall be finally resolved in the District court of Poços de Caldas, State of Minas Gerais, chosen by mutual agreement of the Parties.

The Parties and the Consenting Intervening Parties enter into this Assignment Instrument in two (2) copies, before two witnesses below.

Poços de Caldas, [...]

Annex 3.2.2.

to the Call Option Agreement for Mineral Right and Other Covenants, dated as of September 22, 2023.

Draft Public Power of Attorney.

DRAFT

POWER OF ATTORNEY APPOINTING: JJBF LTDA, AS STATED BELOW:

KNOW all men by these presents, on September 18, 2023, in this City of Poços de Caldas, in the State of Minas Gerais, in the Second Notary Public’s Office, located at Rua Paraíba, 245 - Sala 02, e-mail: , the following appeared as grantor(s): JJBF LTDA, with head office at Estrada José Kentenich, s/n, Zona Rural district, Poços de Caldas, Minas Gerais, enrolled with CNPJ No. 20.684.296/0001-14; herein represented in compliance with its articles of association by its director, BRUNO FAGUNDES FLORA, Brazilian citizen, engineer, Identity Card No. , issued by MG, enrolled with CPF No. , single, of age, resident and domiciled at ; and GUSTAVO FAGUNDES FLORA, Brazilian citizen, businessman, Identity Card No. , issued by MG, enrolled with CPF No. , single, of age, resident and domiciled at ; party(ies) recognized as the one(s) I am dealing with, identified in light of the aforementioned identity document(s), presented in their original(s), and qualified herein in accordance with their own declaration(s). Next, by the grantor(s), free from error, fraud, coercion or any other type of defect in the existing legal transaction, I was told that, by this public instrument, they appoint their attorney(s): ALPHA MINERALS BRAZIL PARTICIPAÇÕES LTDA, with head office at Rua Professor José Leite e Oiticica, No. 530, Vila Gertrudes district, São Paulo, São Paulo, enrolled with CNPJ No. 43.093.229/0001-20, herein represented in compliance with its articles of association by its director, João Paulo Agapito da Veiga, Brazilian citizen, single, businessman, Identity Card No. , issued by DETRAN-RJ, enrolled with CPF under No. , resident and domiciled at , with business address in the Capital of the State of São Paulo, at Rua Professor José Leite e Oiticica, No. 530, Vila Gertrudes, ZIP Code 04705-080; by this instrument, the Grantors appoint the Grantee as their attorney-in-fact, on an “in their own behalf” basis, on an irrevocable and irreversible basis, in compliance with the terms set forth in the Call Option Agreement for Mineral Rights and Other Covenants entered into on this date between the Grantors and the Grantee (the “Option”), in accordance with the rules of articles 683, 684, 685 and 686 of the Civil Code, with powers to, once the obligations set forth in item 3.1 of the Mineral Rights Call Option entered into between the Grantor and the Grantee have been regularly and timely fulfilled, in particular the regular exercise of the option and the payment of the First Installment of the Exercise Price, as defined in item 2.1.(a.) of the Option, perform any and all acts necessary to formalize the Mineral Rights call option, as described and characterized in Annex I to the Option, and may also (I.) sign individually, in the name and on behalf of the Grantors, the Mineral Right Assignment Instrument that is an integral part of the Option as its Annex 3.2.1., in addition to other documents necessary for the formalization of the assignment of the entire Mineral Right currently represented by the development concessions that are the subject of the administrative proceeding registered with the National Mining Agency (“ANM”) under No. 813.944/1971, with Development Concession Ordinance No. 8,053, dated as of 01.16.1979, and 313, dated as of 10.23.1997, for bauxite and clay ores, in an area of 298.89ha, located in the City of Poços de Caldas, MG, to the Grantee, and (II.) perform any and all acts necessary for the endorsement and/or registration of the Mineral Right Assignment Instrument that is an integral part of the Option as its Annex 3.2.1. before the ANM, notary offices or any other public or private body, being able to proceed in the name and instead of the Grantors to the adoption of any and all necessary measures for the registration of the assignment of the Mineral Right described and characterized in Annex I. to the Option. (III.) The

Grantee also has, under this Power of Attorney, the power to perform any acts necessary for the faithful and regular performance of this instrument. This power of attorney is irrevocable and irreversible, remaining in effect throughout the term of the Option, in accordance with articles 683, 684, 685, and 686, head provision and Sole paragraph. This Power of Attorney was granted “in its own name” to the Grantee as a condition for the execution of the Call Option. This mandate may only be used and will be effective for its intended purpose if the Grantee regularly exercises the call option provided for in the Option, including the necessary payment of the First Installment of the Exercise Price, as defined in item 2.1.(a.) of the Option, and the signing of the Instrument of Assignment of Mineral Right that is an integral part of the Option as its Annex 3.2.1. or the performance of any acts mentioned above before making said payment is prohibited. Capitalized terms used in this instrument that have not been defined herein shall have the same meaning as such terms in the Option. The powers granted herein are in addition to the powers granted by the Grantors to the Grantee under the Option or any other documents and do not nullify or revoke such powers. The Grantors hereby agree to ratify any act that the Grantee has performed within the scope of the powers granted by this Power of Attorney, when and if requested by the Grantee. The Grantee is authorized to delegate to a lawyer of his/her trust the powers granted through this power of attorney. This power of attorney shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil. The documents required by Joint Provision 93/2020 of the CGJ/MG have been submitted and filed. OTHER DECLARATIONS: the grantor(s) declare(s) that the grantee’s complete qualification was provided by their own voice and that they verified it and found it to be completely accurate, thus irrevocably and irrevocably releasing this Office from such data; that the description of the powers/object(s) hereof are their sole responsibility, and they are civilly and criminally liable for its truthfulness and accuracy. Proof of these declarations must be demanded directly by the agencies and individuals concerned. FINAL CLARIFICATION: In compliance with the General Personal Data Protection Law, the parties: a) submit their personal data voluntarily; b) are aware that the data will be provided to mandatory feeding systems, such as CENSEC and similar, due to regulatory requirements; c) are aware that, given the public nature of notarial acts, a certificate of this instrument may be provided to third parties. - Amount: 1 - (Code: 1458-9 - ) - Fees: BRL 136.39; Recompe: BRL 8.18; Judicial Inspection Fee: BRL 45.44; ISS: BRL 6.82 - Total amount: BRL 196.83. Amount: 9 - (Code: 8101-8 - Filing) - Fees: BRL 75.51; Recompe: BRL 4.50; Judicial Inspection Fee: BRL 25.11; ISS: BRL 3.78 - Total amount: BRL 108.90. This is what they said, to which I attest, and they requested this instrument from me, which I drew up in my notes, in accordance with Article 215, paragraph 1, sub-item IV of the Civil Code, and, having found it to be in accordance, they granted, accepted, and signed it, waiving the presence of witnesses, in accordance with Article 215, paragraph 5 of the Civil Code, to which I attest. I, , Clerk, had it typed. I, , Notary Public, subscribe and sign it. (sgd)

Annex 4.2.1.

to the Call Option Agreement for Mineral Right and Other Covenants, dated as of

September 22, 2023.

Initial Due Diligence checklist

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