Page 1 of 6

Terms and conditions: 15 October 2020

TERMS AND CONDITIONS APPLICABLE TO COAL SALES TRANSACTIONS

1. SALE AND PURCHASE

Big Man Mining (Pty) Ltd (“the Seller”) agrees to sell to the Purchaser run-of-mine coal
(“ROM”), i.e. raw mined coal (not beneficiated in any manner whatsoever), as it is
stockpiled in the coal stockyard area that is adjacent to the mining area at Big Man-
Hartogshoop Colliery.

2. UNIT OF MEASUREMENT
Metric ton.

3. PRICE PER METRIC TON OF COAL

a) As per the amounts indicated on the relevant pro forma invoice.

b) The price per ton is exclusive of value-added tax.

4. COAL STOCKPILES

a) ROM that is extracted from the mining area is accumulated in stockpiles.

b) A stockpile, once created, is surveyed1 by a duly registered mine surveyor, given

c) All stockpiles are recorded in an official survey report, duly signed by the mine
surveyor.

d) The accuracy of a duly signed survey report shall be presumed prima facie.

e) 1.1 is used as the value of the relative density (RD) of the stockpiled coal, i.e the
relevant factor to convert volume to weight.

f) The combined weight of a stockpile is therefore determined by multiplying the

1 In cubic meters (volumetric value)

volumetric volume in cubic meters multiplied by 1.1 equals mass in kilograms, which
is then converted to metric ton by dividing it with 1000.

5. INSPECTION OF ROM STOCKPILES AND ROM SPECIFICATIONS

a. Any potential ROM Purchaser shall have the right to commission a commercial
coal testing laboratory to analyse available ROM.2

b. Any cost in connection with paragraph 5(a) above shall be for the account of the
relevant ROM purchaser.

c. Any coal test report that the Seller might provide to a Purchaser are merely
provided for guidance purposes3 and the content thereof shall not be binding on
the Seller in any way whatsoever. The onus shall at all times remain with a
Purchaser to inspect the ROM before purchasing same by amongst others
following the process set out in clause 5(a) above.

d. The Purchaser, by depositing the required amount into the trust account of the
Payment Agent with regards to a specific pro forma invoice warrants its
satisfaction with the ROM that is the subject of the specific pro forma invoice.

e. The Seller is unable to provide any warranty on fitness for the purpose that the
Purchaser might be purchasing ROM for and all ROM is sold “as is”.

f. If the Purchaser has taken delivery of ROM then the Purchaser shall not in any
circumstances have the right to set aside the transaction in respect of ROM that it
has taken delivery of and / or demand restitution and / or demand a reduction in
price.

6. MANNER OF PAYMENT

Cash, into the account nominated by the Seller and as indicated in clause 7 below.

2 The sample size per stockpiles will be limited to a 1000 kilograms per sample.
3 I.e. to assist a Purchaser in narrowing down the relevant ROM stockpiles for inspection as envisaged by
clause 5(a)
 Page 3 of 6
Terms and conditions: 15 October 2020

7. ACCOUNT NOMINATED FOR PAYMENT

Account name : Retha du Plessis Attorneys Trust

Bank and branch : Standard Bank – Hatfield branch

Account number : 0322 797 87

Reference : Pro forma invoice number

8. PAYMENT AGENT

Ms Retha du Plessis of Retha du Plessis Attorneys shall act as the Payment Agent.

9. PAYMENT PROCESS

a) The Purchaser shall be required to deposit an amount equal to the grand total of
the relevant pro forma invoice into the trust account of the Payment Agent, as
referred to in clause 7 above.

b) A pro forma invoice will automatically lapse if a purchaser fails to make the
required deposit within one business day of the issuing of the pro forma invoice.

c) The Purchaser may, after depositing the relevant amount into the trust account
of the Payment Agent, post a security guard in the coal stockyard to prevent any
party from tampering with a coal stockpile that is the subject of a pending
transaction. The aforesaid cost shall be for the account of the Purchaser and
the Purchaser shall be obliged to ensure that such security officer omplies with
the Mine Health and Safety Act and Regulations.

10. WEIGHT DETERMINATION AND RECONCILIATION

a) The provisional weight of the coal that is to be delivered shall be determined in

b) The final weight of the coal shall be determined by making use of a duly calibrated
weighbridge at the Big Man- Hartogshoop Colliery.
 Page 4 of 6
Terms and conditions: 15 October 2020

c) The quantity of coal loaded on a specific delivery vehicle shall be: Gross weight
[of a delivery vehicle once loaded with coal] minus Tare weight [empty delivery
vehicle immediately prior to entering the coal stockyard area] equals Quantity of coal
on specific delivery vehicle [net weight].

d) A Purchaser will have to right to observe the weighing process as set out in clause
10(c) above.

e) The final weight of a consignment of coal will be determined by a tally of all the
weighbridge slips of the relevant delivery vehicles.

f) The accuracy of a tally sheet in respect of a specific day that is printed directly
from the computer connected to the Trek Scale weighbridge shall be presumed
prima facie

g) If the Seller delivered a smaller quantity of coal to a Purchaser than the quantity
stated on the relevant pro forma invoice, then the Seller shall instruct the Payment
Agent to do a refund to such a purchaser within 72 hours of the Purchaser
requesting a refund alternatively, issue a credit note in favour of the relevant
Purchaser.

h) If the quantity of coal delivered to a Purchaser exceeds the quantity as per the
pro forma invoice, then the Seller will issue an additional invoice which will
become payable within seven days of date of invoice.

11. DELIVERY PROCESS

a) The Parties agree the coal shall be delivered against the term “Free Carrier”
(“FCA”) as set out under INCOTERMS 2010®, at the Big Man Hartogshoop coal
mine stockpile facility, as follows;

The Purchaser takes Delivery in Quantities which the Seller must Load from
the product stockpile, or individual stockpiles, onto the delivery vehicle of the
Purchaser. The Purchaser will take Delivery on its own road haul vehicles.

b) The Seller shall deliver the coal to the Purchaser at the designated loading area
located at the Big Man Hartogshoop Colliery (“the loading area”) adjacent to the
 Page 5 of 6
Terms and conditions: 15 October 2020

mining area.

c) The Purchaser shall give notice in writing4 to Mr Paul Jordaan and Francois
Greeff prior to delivery, and shall, amongst others furnish the following
information:

i. the details of the transport contractor; and

ii. the fleet list of the relevant delivery vehicles, i.e. the registration numbers of
the transport vehicles and if applicable, its trailer(s).

d) The loading time of coal shall be between the hours of 07h00 and 17h00 on
Mondays to Fridays unless such a day falls on a public holiday, and in which case
loading will not take place.

12. DELIVERY AND PASSING OF RISK

a) Delivery of the coal shall deem to have taken place as when the relevant outbound
delivery vehicles progressively pass over the weighbridge at the loading area.

b) Risk shall pass to the Purchaser when the sale is perfecta.5

c) The Purchaser may, after a sale has become perfecta, post a security guard in
the coal stockyard to prevent any party from tampering with any coal stockpile
that is the subject of a pro forma invoice. The aforesaid cost shall be for the
account of the Purchaser and the Purchaser shall be obliged to ensure that such
security officers comply with the Mine Health and Safety Act and Regulations and
that he/she is duly registered with the relevant authority.

d) A Purchaser shall be obliged to take delivery of ROM on the day following the day
on whicha cell has become perfecta.

e) If the ROM that is a subject of a pro-forma invoice in respect of a sale that is

4via email alternatively via WhatsApp message ( 071 608 8841 and/or 082 338 0093)
5A sale shall deem to be perfecta as soon as a coal purchaser has deposited the relevant amount in respect
of a pro-forma invoice into the trust account of the Payment Agent.
 Page 6 of 6
Terms and conditions: 15 October 2020

delivery of such ROM due to circumstances beyond the control of the Seller, then
the provisions of clauses 4(d) to 4(f) shall apply with the changes as required by
the context.

f) Clause 12(e) above shall constitute deemed delivery.

13. ACCOUNTING AND RECONCILIATION

a) The Payment Agent shall account daily after delivery has taken place alternatively
after deemed delivery has taken place.

b) Clauses 10(b) to 10(h) above shall apply with the changes as required to the
context in the event of delivery.

c) The provisions of clauses 4(d) to 4(f) shall apply with the changes as required to
the context in the event of deemed delivery.

DATE OF THESE TERMS AND CONDITIONS: 24 November 2020