Exhibit 10.23

October 30^th, 2024

SUPPLY & PURCHASE AGREEMENT

This Supply & Purchase Agreement (the “Agreement”) is entered into on October 30th, 2024 by and between:

WHEREAS, the Parties wish to enter into a transaction for the purchase and delivery of tungsten containing product from the Seller to the Buyer as defined therein.

NOW, THEREFORE, the Parties hereby agree to below terms and conditions:

This Agreement shall be valid from the date of signature hereof and endure until the Parties have met their respective obligations, but at a maximum of five (5) years from the date of signature (“Term”).

At least 6 (six) months prior to the completion of the Term, the Parties shall enter into mutual discussions to negotiate an extension of this Agreement, i.e. for additional Products to be provided by Seller to Buyer.

During the Term of this Agreement, subject to the terms and conditions of this Agreement, Seller shall sell and deliver to Buyer the Product, as defined in Clause 2, in the quantity determined in accordance with Clause 19 and Clause 20, unless otherwise mutually agreed by the Parties.

In this Agreement, the Product shall mean Tungsten Concentrate in the form of Scheelite (“Product”), which shall comply with the specifications as outlined in Schedule 1 (Product Qualities), unless otherwise agreed between Supplier and Buyer in writing.

The primary source of Product shall be Barruecopardo Mine / Saloro S.L.U Operations, Barruecopardo, Salamanca Province, Spain. Upon mutual agreement the Parties may also source the Product from Mount Carbine, Australia.

In Big Bags / Supersacks of approx. 1,000kg Net weight measuring 100cm x 100cm x 80cm. Suitable for Ocean Transport.

The Seller warrants that the source of the Product is legal and does not originate from conflict areas, nor contribute to human rights abuses, and that all business activities fully comply with RMI-accredited documentary and tagging requirements, which enable full traceability of minerals from source, and conform to the OECD guidance and UN Panel of Experts recommendations.

The Buyer maintains the right to reject Product delivery when the documentation provided is inconsistent with RMI’s documentary and Due Diligence requirements, or to accept delayed delivery upon resolution of documentary inconsistencies, with all associated costs for Seller’s account. The Buyer shall not be liable for any costs associated with the rejection of the Product because of inconsistencies with RMI’s documentary and Due Diligence requirements, and in this instance, the Seller shall hold Buyer harmless from any matters arising from any other parties.

The Seller warrants that it is aware of the Buyers grievance policy and reporting mechanism and commits to educate and encourage its employees to use this mechanism to report any risks or wrong doings in its supply chain.

Seller warrants that Product quality will meet the specifications as set forth in Schedule 1 (Product Qualities) or as otherwise agreed in writing.

Seller shall arrange for the provisional Weighing, Sampling and Assaying (“WSA”) certification at Origin. Costs to be for the Seller’s account (“Seller Assay”).

Within 15 (fifteen) days upon arrival of the Product at Buyer’s works or nominated destination in Vietnam (“Destination”), Buyer shall arrange for Weighing, Sampling and Assaying (“WSA”) certification which will be carried out by SGS Vietnam. SGS Vietnam will collect an additional Umpire sample to be kept in a properly sealed and labelled container for 60 days from the sampling date. Costs for WSA at destination shall be for the Buyer’s account (“Buyer Assay)”.

Upon readiness of Buyer’s and Seller’s Dry Weights and assay for Product, the Buyer and Seller will exchange Dry Weights and Product assay.

Should the Buyer’s and Seller’s Weights, WO3 content and Moisture be up to and including 0.5% apart then final settlement shall be the arithmetic average.

Should the Buyer’s and Seller’s Weights, WO3 content and Moisture be greater than 0.5% then at first the Parties shall negotiate to attempt to reach an amicable settlement, but if such settlement is not forthcoming then either Party shall have the right to request for an umpire analysis to be conducted on the retained umpire sample. In the event of an umpire request the Seller shall instruct the Umpire Assayer to perform an assay on the umpire sample and produce results which shall be final and binding on both Parties. The Umpire Assay shall be provided by a) Alfred H. Knight Group of Companies b) ALS, or other company by mutual agreement.

All costs pursuant to the umpire analysis shall be borne by the party whose results are either (a) below the Umpire Assay; or (b) if both Seller Assay and Buyer Assay are above the Umpire Assay the party whose results are furthest from the Umpire Assay.

Amounts payable in respect of the Product shall be calculated as follows:

AP = Q x PR x FM

Payment Ratio as defined and mentioned in Clause 7 hereinabove is [**]% or as may be adjusted by the parties to yield a [**] % savings against general market prices.

In the event that the Fastmarkets Tungsten price is discontinued, rebased, or ceases to be published or should no longer be internationally recognized as a basis for the settlement of contracts involving tungsten, upon the request of either Party, Buyer and Seller will promptly consult together in good faith with a view to agreeing on a new pricing basis and on the date for bringing such new pricing basis into effect. In doing so the Parties acknowledge that the overarching objective of such consultation shall be to secure the continuity of fair pricing. Any suspension of Quotation shall not be deemed an Event of Default as defined in Clause 22 hereinbelow.

The QP shall be the Calendar month of shipment (M) as evidenced by the ‘Shipped on Board’ date on Bills of Lading.

Buyer shall prepay an amount equal to [**] ([**]) to the Seller as follows: within five) days after this Agreement has been executed by the Parties Buyer shall deposit [**] with Seller. The balance of [**] shall be paid on or before January 31, 2025. The prepayment shall be considered to have been made in United States Dollars at the exchange rate as published by the Reserve Bank of Australia on the date of payment for purposes of Section 12 below. If the Reserve Bank of Australia ceases to publish the exchange rate the rate shall be that as published by the Wall Street Journal for the date of the transfer.

In any case, if this Agreement terminates by its terms pursuant to Section 1 or is terminated early due to an Event of Default, the Seller shall pay the remaining amount (if any) of the Prepayment to Buyer within 15 days after such termination.

The prepayment amount, outstanding at the end of each calendar quarter starting from the date of payment, shall be interest bearing for the Buyer. Any prepayment outstanding at the respective quarter end shall bear an interest equal to the SOFR (Secured Overnight Financing Rate) plus 2.5% margin. A separate interest invoice to be issued by Buyer to Seller on a quarterly basis. The interest amount due shall be deducted from the next following invoice.

All prepayments made by the Buyer to the Seller shall be deducted from each invoice by way of a prepayment deduction of:

For illustrative purposes see Schedule 2.

For the sake of clarity, in the event that the Parties have met their respective obligations within the time period set forth in Clause 1. (“Term”) and or the amounts as set forth in Clause 20. (“Quantity, Purchase Order and Shipment Plan”) any outstanding balance that has not been deducted against the Invoiced value of shipments shall be returned in full by the Seller to the Buyer.

EQR acknowledges that EMT requires a toll treatment agreement with an APT refiner in order to convert EQR’s concentrate into a useable raw material for EMT’s operations. EQR further acknowledges that the execution of a commercially acceptable toll treatment agreement between EMT and a third-party APT refiner is fundamental to the operation of this Agreement. In the event that any time EMT is not able to obtain an acceptable toll treatment agreement to refine EQR’s concentrate through such APT refiner, EMT has the immediate right to demand repayment of EMT’s respective outstanding prepayment balance with a 30 days notice.

Buyer shall pay Seller against each Provisional Invoice in cleared funds without deduction, by electronic funds transfer, [**]% Net no later than 7 (seven) days prior to the scheduled CIF arrival date and only after receipt of original shipping documents No. 1-8 mentioned in Clause 16. (Documents).

Balance payment of [**]% of the total Product Price, plus/minus any difference due between Provisional and Final Invoice value shall be settled between Buyer and Seller in no later than 30 (thirty) days after Product’s arrival at destination port and basis the agreed assay results as stipulated in Clause 6 against the receipt of Final Invoice (Commercial Invoice) and relevant documents. If the Buyer’s Assay Report is not available within the 30 (thirty) days after arrival then Seller may elect to reference their Assay report as final and binding.

The Seller shall provide the following documents to the Buyer for each shipment:

The Seller shall provide electronic copies of the above documents No.1-8 within 5 business days of delivery (date of bill of lading), and original of the above all documents No.1 through 7 shall be dispatched to the Buyer by international courier within 5 business days of delivery (date of bill of lading). The document No. 8 shall be sent to the Buyer within 3 business days from the date of agreed assay results as stipulated in Clause 6.

Shipping terms shall be CIF Vietnam (INCOTERMS 2020) or other port to be mutually agreed in writing if such port is not available. Seller shall pay all export tariffs and taxes.

The Title and ownership of the Product shall pass to the Buyer simultaneously with the passing of risk. The risk shall pass to the Buyer in accordance with INCOTERMS 2020. The Seller represents and warrants to and covenants with the Buyer that, at each delivery time:

Consistent with the Shipping plan attached hereto the Seller shall within the first 5 (five) working days of each shipping period provide the Buyer with a forecast of the planned shipment by calendar week for that delivery period. EQR acknowledges that the Shipping forecast is not binding on any party and may vary as demands require.

Quantity:

The Seller shall ship Product to the Buyer, and the Buyer shall receive and purchase Product under the terms of this Agreement until their respective obligations have been met under Clause 12. (“Prepayment Deduction”) or this Agreement is terminated pursuant to its terms or an event of default.

Estimated monthly quantities to be shipped from Seller to Buyer are outlined in Schedule 2. (Initial Forecast).

Shipment Plan:

The Seller shall endeavor to ship the quantities at the times set forth on the attached Schedule 2. The prior sentence notwithstanding, Buyer and Seller shall amend the shipping schedule as necessary to meet Buyer’s capacity and requirements.

Confirmed Shipments and PO’s:

Buyer will promptly confirm shipments and issue a binding Purchase Order consistent with Clause 19. (“Forecasting”) and the shipping schedule attached hereto as Schedule 2 up to the maximum monthly Quantity. For the avoidance of doubt, Shipping requirements shall be determined solely by the issuance of a Purchase Order and Forecasting is not deemed or implied to be a Purchase Order obligating Buyer to any specific amount.

Neither Party may assign nor transfer or purport to assign or transfer any of its rights or obligations hereunder without the other Party’s prior written consent (such consent not to be unreasonably withheld, conditioned, or delayed). The prior sentence notwithstanding, (a) the Buyer may assign this Agreement to any party who acquires all, or substantially all, of Buyer’s assets; or (b) Seller may at any time grant security over or assign all or any of its rights to payment (but not its obligations of performance) under this Agreement or any document entered into in association with this Agreement to a financial institution or to any affiliate of Seller. Buyer agrees to countersign an acknowledgement of such assignment reasonably requested by Seller. The terms and conditions of this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

The Seller shall deliver to the Buyer:

This agreement shall be governed by and construed in accordance with the substantive law of the State of Delaware, USA, without giving effect to its conflict of law principles.

Any dispute which arising out of or in connection with this Agreement shall be submitted to the American Arbitration Association for final settlement in accordance with AAA International Dispute Resolution Procedures Rules of Arbitration, as such rules may be amended by agreement of the parties, by a tribunal consisting of a sole arbitrator in the English language. The place of arbitration shall be held in New York, New York USA unless otherwise agreed by the Parties. The award of the arbitrator shall be final and binding on both parties. Notwithstanding the foregoing, each Party shall have the right to seek injunctive relief before any court or authority having competent jurisdiction.

The Parties shall direct that their affiliates and their respective officers, directors, employees, agents, and representatives to keep the terms of this Agreement, the existence and contents of the discussions and negotiations related to the Agreement confidential, except where disclosure is required by law, regulation, a court, regulatory or governmental body or when the parties mutually agree to the disclosure of the terms hereof. This Confidentiality provision shall survive within two years from the date of termination of this Agreement.

Each Party represents that:

Each Party further represents that none of the following are the subject of sanctions administered or enforced by the United Nations, the United States, the European Union or any other relevant sanctions authority:

The above clauses are conditions of this Agreement. The above clauses shall not be taken to limit or prevent the operation of the English law doctrine of frustration (or any analogous doctrine under the governing law of the contract), where applicable.

IN WITNESS WHEREOF, the duly authorized representatives of the Parties have caused this Agreement to be signed as of the date stated above.

This Agreement shall be executed in 02 (two) copies with equal legality, each party shall keep 01 (one) copy.

Schedule 1

[Description of the product quality specifications to be provided pursuant to this Agreement]

Schedule 2

[Schedule of the prepayment deductions over the course of the term of the Agreement]