IMARFI CAPITAL UNDERLYING ASSETS

PAGINA 4.pdf — 4.1

For the IMARFI CAPITAL architecture, an underlying asset may be an asset, right, patrimony, commodity, reserve, economic flow or environmental asset that can be identified and valued and, where its legal nature allows, may form the economic basis of a financial structure. The source expressly separates underlying asset from security: an asset may be the economic reference for a transaction without being legally pledged to secure the issuer's obligations. A real or contractual security interest requires valid creation, perfection, publicity where applicable and enforceability.

An MTN/SBC/BG may be economically linked to GRUPO HOLDING IMARFI assets, supported by specified guarantees, or constitute a general corporate obligation of the issuer; these are different legal structures and must be described according to their actual contractual configuration. Assets may originate from IMARFI FOUNDATION, IMARFI EXPORMINERA S.A., SAVIRIS ENERGY or other Group companies when the relevant company has ownership, sufficient economic rights or contractual capacity to include them in the transaction.

PAGINA 4.pdf — 4.2

The source identifies four principal functions: establishing an identifiable economic base behind a transaction; enabling financial valuation of that base; providing contractual support or security when the asset and legal documentation allow it; and contributing to credit assessment by banks, financiers, custodians and institutional investors. IMARFI CAPITAL S.A. should maintain a documentary chain covering origin, owner, value, valuation methodology, liens and limitations, legal availability and relationship to the financial instrument.

This traceability is particularly important across jurisdictions: an asset in one country may belong to a local Group SPV, support a structure developed in Brazil and later participate in financing by IMARFI CAPITAL USA LLC in the United States, while the separate legal personality of each participating company remains intact.

PAGINA 4.pdf — 4.3

The source contemplates structuring MTNs — Medium Term Notes — whose economic basis may be related to eligible patrimony and assets of IMARFI FOUNDATION. The objective is to study how selected patrimonial components may contribute to the economic support of corporate debt instruments. IMARFI CAPITAL S.A. is contemplated as issuer, and the precise legal relationship of IMARFI FOUNDATION to the issuance must be defined. Depending on the transaction, that relationship could take the form of an asset contribution, guarantee, contractual commitment, assignment of rights or another legally admissible mechanism.

A guarantee should only be stated when it has been formally constituted. Issuance documentation should identify principal, currency, coupon, maturity, issuer obligations, linked assets, guarantees where they exist, events of default, holder rights and governing law.

PAGINA 4.pdf — 4.4

According to the corporate structure provided, IMARFI FOUNDATION is the fiduciary parent and principal patrimonial support of IMARFI CAPITAL. The Foundation's 2025 tax documentation declares total assets of USD 39,035,575,295.43, including USD 32,850,320,150.43 in cash and cash equivalents, and declared equity of USD 3,770,125,887.00. The source also states that the documentation includes a Hague Apostille certified in Panama on September 4, 2026. These figures may form part of corporate patrimonial analysis, but the document distinguishes accounting assets, available bank liquidity, unencumbered assets, committed capital and assets formally pledged as security.

Any transaction seeking to use Foundation assets therefore has to identify the specific asset, verify its legal status and determine its availability for the transaction. The tax declaration and apostille are treated as corporate traceability documentation.

PAGINA 4.pdf — 4.5

IMARFI EXPORMINERA S.A. projects may generate value at different stages of the mining cycle: mineral resources, mineral reserves, production, concentrates, doré and, where applicable, refined gold. Technical classification should use the reporting standard applicable to each project and precisely distinguish mineral resources from mineral reserves. Financial use requires evidence of mining rights, SPV ownership or economic participation, geological studies, tonnage, grade, metallurgical recovery, economically mineable reserves, CAPEX, OPEX, mine life and other valuation variables.

Reserves remain exposed to technical, operational, regulatory and price risks. Their financial value therefore is not simply contained ounces multiplied by international gold price. IMARFI CAPITAL S.A. may study which economic rights related to such reserves can form a financially structurable base and under what conditions.

PAGINA 4.pdf — 4.6

Silver mineral reserves form a second category of underlying asset. Analysis should cover ownership of mining rights, technical certification, mineral quantity and quality, expected recovery, extraction and processing costs, infrastructure, economic life and the relevant reference price. In polymetallic deposits where silver occurs with gold, copper or other minerals, valuation should consider the project economy as a whole and the contribution of each mineral to revenue. Only after this analysis can the economic component potentially suitable for financial structuring be determined.

PAGINA 4.pdf — 4.7

Copper is treated as a strategic category because of its economic value, industrial use and importance in infrastructure and electrification. From a financial perspective, copper reserves are subject to the same technical and legal accreditation principle as other mining assets. Analysis must establish the resource or reserve category, project rights, extraction feasibility, recovery, infrastructure, operating and capital costs and economic valuation. Where sufficiently defined economic rights exist, IMARFI CAPITAL S.A.

may analyze their use as economic support for financial structures.

PAGINA 4.pdf — 4.8

The strategy contemplates physical gold held under custody structures and supported by documentation. This category may include an SKR — Safe Keeping Receipt — when issued by the relevant custody institution. The SKR is a document related to custody, not a substitute for the asset itself. Analysis requires verification of the custodian's identity and capacity, document authenticity, gold ownership, quantity, purity, location, availability, existing liens and the legal ability to transfer or encumber rights over the commodity.

Physical gold under custody offers more direct material identification than underground resources, but it still does not create automatic monetization. The financing institution must conduct its own due diligence, accept the custodian, value the commodity and determine the percentage of value recognized for security purposes.

PAGINA 4.pdf — 4.9

Proven oil reserves linked to SAVIRIS ENERGY projects are a potential category of underlying asset. The analysis must distinguish the hydrocarbon in the subsurface, technical reserve classification and the company's economic right to exploit it. Structuring requires the ownership or contractual nature of exploitation rights, duration of concessions or contracts, the SPV's economic participation, technically certified reserves, production profile, CAPEX, OPEX, fiscal regime, obligations to the State and other variables determining future cash flows.

Where certified proven reserves and sufficiently defined economic rights exist, IMARFI CAPITAL S.A. may study those rights and flows as the economic base for long-term financial structures. The oil reserve is not directly listed on an exchange; the potentially structurable elements are specified rights, instruments, interests or cash flows linked to the asset under applicable law.

PAGINA 4.pdf — 4.10

Valuation of proven gas reserves requires analysis of certified reserves, production capacity, infrastructure, treatment and transportation needs, supply contracts, sale price, economic life and applicable legal regime. Gas can participate in several value chains: fuel, power generation, industrial or petrochemical feedstock, hydrogen projects and other energy transformations. Its financial value therefore depends not only on reserve volume but on the project's ability to convert those reserves into commercial production and economic flows.

IMARFI CAPITAL S.A. may analyze the corresponding economic rights to determine their capacity to support medium- and long-term financial structures.

PAGINA 4.pdf — 4.11

Environmental assets form a distinct category. The source distinguishes carbon credits from green bonds and other environmental debt instruments. A carbon credit represents, under the relevant standard, a quantity of emissions reduction or removal normally expressed in tonnes of CO₂ equivalent; a green bond is a debt instrument whose proceeds finance activities meeting environmental criteria. For units generated by SAVIRIS ENERGY emissions-reduction projects, the source identifies carbon credits as the more precise term.

Such units exist as issued credits only after completion of the procedures required by the applicable standard, methodology and registry. An estimated emissions reduction is a potential environmental result, not an issued carbon credit.

PAGINA 4.pdf — 4.12

SAVIRIS ENERGY projects contemplate technologies and processes that may reduce greenhouse-gas emissions and, where the requirements of the relevant standard are satisfied, may have potential to generate carbon credits. The source refers to capture and use of gas that would otherwise be vented or flared, power generation, gas processing and CO₂ capture systems. The strategy is for technically demonstrated reductions, once independently verified and issued under the applicable regime, to become a category of environmental asset of GRUPO HOLDING IMARFI.

PAGINA 4.pdf — 4.13

The first-page index of PAGINA 4.pdf includes section 4.13 — Vented-gas capture and emissions reduction. However, review of the complete body shows that the section following 4.12 is 4.14. The source provides no developed body text for 4.13. To preserve source integrity, this site retains the original number and title, identifies the omission and does not fabricate content or renumber the later sections.

PAGINA 4.pdf — 4.14

Carbon-credit creation requires a documentary and technical process independent from physical construction of the energy project. The eligible activity must be identified, a baseline established, an applicable methodology selected and technical project documentation prepared. Validation must then be performed by entities authorized within the selected standard. Once the project operates, parameters required to quantify reductions are monitored and results are subject to independent verification. Only after applicable requirements are met may issuance of units in the selected registry be requested.

The Group's working documentation describes this sequence of project documentation, independent validation, verification and issuance. The chain turns an estimated environmental reduction into an asset capable of identification and registry traceability. Ownership of the credits must also be determined, particularly where States, public companies, concessions, partners or third parties are involved.

PAGINA 4.pdf — 4.15

After issuance and registration, carbon credits may form part of an economic strategy separate from energy generation itself. IMARFI CAPITAL S.A. may analyze ownership, volume, vintage, standard, registry, methodology, status, transferability and other relevant characteristics to determine commercialization or financial-structuring mechanisms. The source mentions alternatives such as future purchase-and-sale contracts or ERPAs, OTC transactions and other commercial structures. Valuation should reflect actual market conditions; internal project price scenarios are economic assumptions, not guaranteed sale prices.

If credits are used in a financial structure, the documentation should establish whether the underlying asset consists of issued credits themselves, contractual rights to future delivery or economic flows from commercialization, because each presents different legal and financial risks.

PAGINA 4.pdf — 4.16

A principal contemplated application of underlying assets is the structuring of corporate MTNs — Medium Term Notes. The projected model contemplates maturities of up to ten years where the economic horizon of the underlying asset and issuance conditions permit. This horizon reflects the nature of mining, oil, gas, energy and infrastructure projects whose recovery periods can exceed short-term corporate finance. Structuring should define issuer, principal, currency, maturity, coupon, payment frequency, governing law, events of default, guarantees, covenants and holder rights.

Where the MTN is economically related to underlying assets, the documentation must precisely describe that relationship. The MTN should not be used to attribute liquidity to an asset that does not have it and should have an economically sustainable and legally enforceable payment structure.

PAGINA 4.pdf — 4.17

The coupon is the remuneration the issuer undertakes to pay under the MTN terms. Its determination should consider issuer credit quality, term, currency, security structure, country risk, liquidity, subordination, market conditions, investor type and overall financing cost. It should correspond to the resources available to service debt. The economic structure should also account for principal, payment schedule, maturity, amortization, fees, structuring costs, custody and other expenses. Where guarantees exist, documentation should define the consequences of default, enforcement mechanics, creditor priority and jurisdiction.

This discipline distinguishes a genuine debt structure from a nominal representation of asset value.

PAGINA 4.pdf — 4.18

Custody may cover physical commodities, financial securities, documentation representing assets or other rights capable of deposit or control. For gold, custody should allow physical or legal identification, verification of quantity and quality and determination of ownership rights. For financial instruments, it should identify the holder and, where applicable, support transfer or creation of security. The source contemplates working with financial institutions and custodians eligible for each transaction and uses the expression FIRST-TIER BANKING.

The document itself states that the specific institutional-custodian status and any banking classification must be evidenced in each transaction and cannot be presumed from the nature of the asset.

PAGINA 4.pdf — 4.19

Once an MTN has been issued, documented and placed in custody by IMARFI CAPITAL S.A. in Brazil, IMARFI CAPITAL USA LLC may analyze presenting it to financing institutions for possible acceptance as collateral. This stage is independent from issuance. The bank or financier will analyze the issuer, nominal value, economic valuation, coupon, maturity, guarantees, underlying asset, legal documentation, custody, liquidity and enforceability. If the instrument is accepted, the financing institution determines the percentage recognized for credit purposes.

Collateral value may be below nominal value because of risk margins. IMARFI CAPITAL does not equate MTN nominal value with financing amount; credit capacity exists only after the institution completes its analysis and contractually formalizes financing.

PAGINA 4.pdf — 4.20

The connection between IMARFI CAPITAL S.A. and IMARFI CAPITAL USA LLC is not automatic. There must first be a legally identifiable asset, followed by certification and valuation where applicable; the financial structure is then developed, the instrument issued and documented under applicable law and, where required, placed in custody. Only then may IMARFI CAPITAL USA LLC present it to banks or financiers and request acceptance as collateral. Any resulting facilities are governed by their own contracts, limits, guarantees, loan-to-value, covenants, interest rates, maturities and draw conditions.

Only facilities that have actually been approved and formally documented should be treated as available financing.

PAGINA 4.pdf — 4.21

GRUPO HOLDING IMARFI operates asset-intensive activities: mining generates reserves, production and commodities; oil and gas generate reserves, production and economic rights; energy projects generate infrastructure, energy and contractual cash flows; selected projects may generate carbon credits; and IMARFI FOUNDATION adds a patrimonial dimension. IMARFI CAPITAL's function is to determine which components can legitimately become financially structurable assets. The source describes nine steps: existence of the real asset or economic right; evidence of ownership; technical certification where necessary; economic valuation; legal due diligence; selection of the appropriate financial instrument; formalization of the relationship between asset and instrument; custody where applicable; and presentation of the instrument to financial institutions.

Only when an institution accepts it and approves a credit transaction is part of the asset's economic value effectively converted into financial capacity. This chain distinguishes an institutional structure from a simple statement of patrimonial value.

PAGINA 4.pdf — 4.22

The first stage is UNDERLYING ASSETS, which may originate from IMARFI FOUNDATION patrimony, mineral reserves and commodities generated by IMARFI EXPORMINERA S.A., proven oil and gas reserves and economic rights developed through SAVIRIS ENERGY, or carbon credits actually generated and issued. Each asset retains its own legal and economic identity. The second stage is the MTN: where the asset and transaction permit, IMARFI CAPITAL S.A. may develop a corporate obligation with its own terms and a documented economic relationship to specified assets.

The third stage is CUSTODY, which provides traceability but not financing. The fourth is COLLATERAL, a status requiring financing-institution analysis and acceptance and formalization of the security structure. The fifth is CREDIT: the institution determines recognized credit capacity and contractual conditions, and nominal value does not automatically determine the amount. The sixth is LIQUIDITY: after conditions precedent are met and funds are disbursed, credit capacity becomes available financial resources.

IMARFI CAPITAL USA LLC may then channel resources through documented corporate structures and intercompany agreements to Group SPVs for mining, oil, gas, energy, petrochemicals, acquisitions, infrastructure, machinery, engineering, construction, commissioning and expansion. Financed projects generate new assets and may broaden the Group's value base. The model requires continued separation between asset value, financial instrument, constituted security, approved credit and actually disbursed liquidity.

The source's stated objective is to develop technical, legal and financial mechanisms through which assets that prove eligible may, through certification, valuation, structuring, custody and bank acceptance, contribute to financing capacity for productive projects.