Non-Disclosure Agreement Acuerdo de Confidencialidad

MUTUAL NON-DISCLOSURE AGREEMENT

Between: JOLOT S.A.S., a company organized and existing under the laws of Argentina, registered under BORA 11266/19 (2019), with registered office at Malargue, Mendoza, Argentina, operating under the commercial brand IN BASIN SAND ("the Company"); AND the undersigned recipient whose details appear in the form below ("the Recipient").

1. Purpose

The Company possesses confidential and proprietary information relating to its frac sand mining project located in Rincon de los Sauces (Malargue Department), Mendoza Province, Argentina, including but not limited to geological data, mining rights, engineering studies, financial models, commercial proposals, and corporate documentation (collectively, "Confidential Information"). The Recipient wishes to evaluate a potential investment in the project and requires access to the Confidential Information for this purpose.

2. Definition of Confidential Information

Confidential Information includes all information disclosed by the Company to the Recipient, whether orally, in writing, or in electronic form, including but not limited to: (a) geological and technical data, resource estimates, and sand quality analyses; (b) mining concessions, permits, and property documentation; (c) engineering designs, process flow diagrams, and infrastructure plans; (d) financial models, projections, budgets, and capitalization tables; (e) commercial proposals, offtake agreements, and customer relationships; (f) corporate documents, shareholder agreements, and board resolutions; (g) any other information marked or identified as confidential.

3. Recipient Obligations

1. The Recipient shall use the Confidential Information solely for the purpose of evaluating a potential investment in the Company.
2. The Recipient shall not disclose, copy, distribute, or make available any Confidential Information to any third party without the prior written consent of the Company.
3. The Recipient shall limit access to the Confidential Information to those of its employees, officers, advisors, and representatives who have a legitimate need to know and who are bound by equivalent confidentiality obligations.
4. The Recipient shall protect the Confidential Information with at least the same degree of care as it uses to protect its own confidential information of a similar nature.

4. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by the Recipient; (b) was in the Recipient's possession prior to disclosure; (c) is independently developed by the Recipient without use of the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Recipient gives the Company prompt notice.

5. Term and Return

This Agreement shall remain in effect for a period of three (3) years from the date of acceptance. Upon the Company's request or upon termination of evaluation discussions, the Recipient shall return or destroy all copies of the Confidential Information and certify such return or destruction in writing.

6. No License or Representation

Nothing in this Agreement grants the Recipient any license, ownership, or other right in the Confidential Information. The Company makes no representation or warranty as to the accuracy or completeness of the Confidential Information.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Argentina. Any dispute arising under this Agreement shall be subject to the jurisdiction of the Tribunales Ordinarios of Argentina.

8. Data Room Access

Upon acceptance of this Agreement, the Recipient will receive the access credentials to the IN BASIN SAND virtual data room. All access is logged and monitored for compliance purposes.

This NDA is administered by Sentinel Legal (Lyon, France / Geneva, Switzerland) on behalf of JOLOT S.A.S. / IN BASIN SAND.