Exhibit 1.2

 

LOAN AGREEMENT

 

This Loan Agreement (“Agreement”) is made and entered into as of January 23, 2024 by and between:

 

Name: FRANCESCO SCOLARO

Address: 1 Place des Moulins, Europa Residence, Monaco

(Hereinafter referred to as the “Lender”)

 

and

 

Name: IMC RARE EARTHS LTD (AND ITS SUBSIDIARIES)

Address: Trust House, 112 Bonadie Street, Kingstown, St Vincent and the Grenadines

Company Registration Number: 27069 BC 2024

(Hereinafter referred to as the “Borrower”)

 

1. Loan Amount and Purpose

 

1.1 The Lender agrees to loan the Borrower the principal amount of Two Million Five Hundred and Forty Two Thousand Eight Hundred and Thirty Eight United States Dollars (US$2,542,838) (the “Loan”).

 

1.2 The Loan shall be used exclusively to fund exploration, development, and related operational activities on the Itarantim Project (the “Project”), located in Brazil.

 

2. Disbursement of Funds

 

2.1 The Loan shall be disbursed in one or more tranches to the Borrower’s designated bank account and or for the settlement of invoices related to the Project, upon satisfaction of any agreed-upon conditions precedent.

 

2.2 The initial disbursements have occurred starting on January 23, 2024, commencing with the incorporation of IMC Rare Earths Participacoes Ltda (Registration number 54.360.765/0001-61) and transfer of ownership of Niobium Brazil Importacao E Exportacao Ltda (Registration number 46.288.764/0001-69) to IMC Rare Earths Participacoes Ltda, subject to the execution of this Agreement.

 

3. Interest Rate

 

3.1 The Loan shall bear no interest (0.0% per annum).

 

3.2 If interest becomes applicable, it shall accrue from the date of each disbursement and be payable quarterly, commencing on January 1, 2025.

 

 

 

 

4. Term and Repayment

 

4.1 This Agreement shall remain in force until either the earlier if an IPO event or January 31, 2026 (the “Maturity Date”), unless extended or terminated earlier in accordance with the terms herein.

 

4.2 The Borrower shall repay the Loan as follows:

 

  ● Repayment of the full principal amount and any outstanding interest on or before the Maturity Date.

 

  ● Optionally, repayment may occur in instalments, as agreed by the parties.

 

5. Prepayment

 

5.1 The Borrower may prepay the Loan, in whole or in part, at any time without penalty, provided all accrued interest to the prepayment date is paid in full.

 

6. Use of Proceeds

 

6.1 The Borrower shall use the Loan exclusively for the development of the Itarantim Project in Brazil and shall not divert any portion to unrelated operations or projects without prior written consent of the Lender.

 

7. Representations and Warranties

 

The Borrower represents and warrants that:

 

  ● It is duly incorporated and validly existing under the laws of its jurisdiction;

 

  ● It has full corporate power and authority to enter into this Agreement;

 

  ● This Agreement constitutes a valid and binding obligation;

 

  ● The funds shall be used solely for the Itarantim Project in Brazil.

 

8. Events of Default

 

The following shall constitute Events of Default:

 

  ● Failure to pay principal or interest when due;

 

  ● Breach of any covenant or obligation under this Agreement;

 

  ● Insolvency, liquidation, or bankruptcy of the Borrower;

 

  ● Abandonment or suspension of the Itarantim Project without cause.

 

Upon the occurrence of an Event of Default, the Lender may declare the outstanding Loan balance, including accrued interest, immediately due and payable.

 

 

 

 

10. Governing Law and Dispute Resolution

 

10.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

 

10.2 Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

 

11. Miscellaneous

 

  ● Notices: All notices under this Agreement shall be in writing and delivered to the addresses stated above.

 

  ● Assignment: Neither party may assign its rights under this Agreement without the written consent of the other.

 

  ● Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof.

 

SIGNATURES

 

IN WITNESS WHEREOF, the parties have executed this Loan Agreement as of the date first written above.

 

LENDER:  
     
Signature: /s/ Francesco Scolaro  
Name: Francesco Scolaro  
Date: January 23, 2024  
     
BORROWER:  
     
IMC Rare Earths Ltd  
     
By: /s/ Francesco Scolaro  
Name: Francesco Scolaro  
Title: Chairman  
Date: January 23, 2024