IMARFI CAPITAL USA LLC

PAGINA 3.pdf — 3.1

IMARFI CAPITAL USA LLC is the U.S. company of the brand specialized in capitalization and financing within the international architecture of GRUPO HOLDING IMARFI. Subject to applicable law and its legal capacity, it may act as a financial vehicle to analyze, negotiate, contract and administer asset-backed financing, corporate financing, credit facilities, intercompany loans and other lawful structures intended to provide resources to Group projects. The architecture separates three components: real, patrimonial and economic assets; financial instruments and structures that have passed certification, valuation, due diligence and structuring; and financial capital through credit lines, loans, secured financing or other institutional sources.

A real asset carries economic value; a financial instrument represents legally defined rights and obligations; a security interest subjects assets or rights to performance of an obligation; and a credit facility is an independent contractual relationship. The company is not presented as a bank, securities exchange, custodian, broker-dealer, rating agency or depositary; where an activity requires authorization or licensing, duly authorized institutions or professionals must participate.

PAGINA 3.pdf — 3.2

IMARFI CAPITAL USA LLC was established to provide a U.S. platform dedicated to international financing and capitalization. The United States concentrates corporate banking, structured finance, private debt markets, institutional investment, collateral management and project finance within legal frameworks broadly recognized by international markets. The economic rationale is directly linked to the CAPEX requirements of mining, oil, gas, energy and petrochemical projects: engineering, equipment acquisition, construction, infrastructure, commissioning, working capital and expansion.

The Group intends to address part of those needs in an orderly manner through its own patrimonial base and assets generated by projects. The U.S. company develops the second component of that strategy: transforming previously structured and financially accepted assets into credit capacity and liquidity available for productive investment.

PAGINA 3.pdf — 3.3

Functional specialization separates responsibilities. IMARFI HOLDING and SAVIRIS HOLDING organize and prepare industrial structures and specialized consortia; IMARFI EXPORMINERA S.A. develops mining projects; SAVIRIS ENERGY develops oil, gas, energy and petrochemical projects; IMARFI CAPITAL S.A. studies the financial dimension of assets and prepares structures for capital markets; and IMARFI CAPITAL USA LLC acts mainly in the capitalization stage of previously structured value. It must analyze which assets and instruments a financial institution may accept, under what conditions they may serve as collateral, what financing level may be available, and through which contractual instrument liquidity may be obtained and channeled.

This separation distinguishes the industrial asset, the financial instrument and the credit transaction and helps identify the responsibilities, obligations, risks and economic flows of each company.

PAGINA 3.pdf — 3.4

An asset with a stated value may receive materially different financial treatment depending on its nature, liquidity, jurisdiction, ownership, documentation quality, volatility, maturity, transferability and enforceability. Each transaction must be analyzed individually: verify existence of the asset or instrument, ownership and legal capacity to dispose of it, determine financial valuation, assess possible collateral eligibility and negotiate financing percentage, term, interest rate, covenants, additional guarantees, conditions precedent and other terms with the financing institution.

Capitalization may examine instruments economically supported by eligible patrimonial assets of IMARFI FOUNDATION, physical commodities, economic rights linked to mineral reserves, rights associated with proven oil and gas reserves, corporate MTNs and other eligible financial assets. Issued, registered and transferable carbon credits may also be analyzed where their legal nature, liquidity and contractual regime allow it.

PAGINA 3.pdf — 3.5

A stated intention to use an asset as security does not by itself make it collateral. A valid legal structure — such as a security agreement, pledge, assignment of rights, account control, security over financial instruments or another applicable mechanism — must subject the asset or right to performance of an obligation. The lender will conduct its own due diligence and may request independent valuations, ownership documentation, legal opinions, financial information, liquidity analysis and evidence of existing liens.

For custodied financial instruments, the custody structure and legal ability to create and enforce security must be analyzed. For commodities, location, custodian, ownership and enforcement mechanisms must be established. IMARFI CAPITAL USA LLC uses the concept of eligible collateral only for assets that have passed the required reviews and have been accepted by the participating financial institution.

PAGINA 3.pdf — 3.6

A credit facility establishes a maximum financing capacity for a defined period and may include utilization limits, financial ratios, collateral requirements, margin requirements, information undertakings, corporate restrictions and events of default. IMARFI CAPITAL USA LLC may examine secured credit structures supported by eligible assets or instruments and corporate financing where credit analysis jointly considers equity, cash flows, assets, guarantees and repayment capacity. The strategic objective is to develop institutional financing capacity compatible with the Group's growth rather than rely only on isolated transactions.

A credit facility should be regarded as existing only when approved and documented by the relevant financial institution; projected, requested or negotiated facilities must not be presented as available credit before formalization.

PAGINA 3.pdf — 3.7

The relationship between IMARFI CAPITAL S.A. and IMARFI CAPITAL USA LLC is the functional core of the international architecture. The Brazilian company identifies the asset, reviews documentation, coordinates certification and valuation, develops legal traceability and structures the corresponding financial instrument when appropriate. Once that stage is complete, the U.S. company may analyze the instrument from a credit perspective. Transfers between the two structures must be legally documented when applicable.

Depending on the transaction, IMARFI CAPITAL USA LLC may act as borrower, economic beneficiary, financial vehicle, receiving company or entity responsible for channeling financing. This model separates asset-structuring risk from financing credit risk.

PAGINA 3.pdf — 3.8

The United States is the principal capitalization center for IMARFI CAPITAL USA LLC. The company intends to develop relationships with banks, funds, credit institutions and other institutional capital providers according to each transaction. The platform can centralize corporate due diligence, credit analysis, contractual documentation and financial administration and is intended to create a stable link between the Group's international assets and institutional financing sources. All transactions remain subject to applicable law and KYC, AML, beneficial ownership identification, source-of-funds, economic sanctions and other regulatory controls.

PAGINA 3.pdf — 3.9

The relationship between Panama and IMARFI CAPITAL USA LLC may include corporate and financial transactions related to Group patrimony, intragroup financing and relationships with financial institutions. When IMARFI FOUNDATION provides assets, guarantees, loans or other financial support, each transaction must be separately documented and precisely define the rights and obligations of the parties. Related-party status does not remove the need for formalization: an institutional architecture requires contracts, corporate authorizations, accounting records and banking traceability capable of demonstrating the origin, nature and destination of each movement.

PAGINA 3.pdf — 3.10

For an architecture partially supported by assets related to gold and other commodities, Switzerland may be relevant for certain custody, financing and financial-services relationships. Participation by Swiss institutions depends on the specific eligibility of the assets and compliance with their internal risk and regulatory policies. IMARFI CAPITAL USA LLC may establish relationships with Swiss counterparties when they add economic, financial or operational value to the structure.

PAGINA 3.pdf — 3.11

The strategy contemplates developing relationships with financial institutions and investors established in Singapore for transactions compatible with the assets and projects of GRUPO HOLDING IMARFI. Any involvement by IMARFI CAPITAL USA LLC must comply with applicable rules in both the United States and Singapore and with the compliance obligations of each cross-border transaction.

PAGINA 3.pdf — 3.12

Use of Luxembourg must be decided transaction by transaction and only where there is sufficient legal and economic justification. The structure must consider law, taxation, financial regulation, corporate substance, instrument documentation and the investor regime.

PAGINA 3.pdf — 3.13

The nature of the Group's assets — gold, metals, oil and gas — may require institutions specialized in commodities finance, pre-financing structures, asset-backed financing and other institutional mechanisms. IMARFI CAPITAL USA LLC may analyze transactions with institutions based in London when the structure complies with applicable rules and there is a financially viable contractual relationship.

PAGINA 3.pdf — 3.14

Group projects require industrial equipment, technology, engineering and substantial CAPEX. In certain transactions, German financial institutions or structures linked to suppliers and capital goods may provide complementary financing. IMARFI CAPITAL USA LLC will evaluate which mechanisms are compatible with each project and how to structure them within an appropriate contractual architecture.

PAGINA 3.pdf — 3.15

A mining project, power plant, oil field and petrochemical facility have different risk and cash-flow profiles. Each financing should analyze CAPEX, OPEX, construction schedule, commissioning period, production curve, expected revenue, commercial contracts, regulatory risks and debt-service capacity. The structure may include corporate financing, secured financing, intragroup loans and other legally admissible modalities. Where project-finance techniques are appropriate, special attention must be paid to the ability of asset-generated cash flows to service principal, interest and other obligations, with debt maturity aligned to the project's economic life.

PAGINA 3.pdf — 3.16

Liquidity obtained by IMARFI CAPITAL USA LLC cannot be transferred indiscriminately among Group companies. Each transfer requires a defined legal basis and may be structured as an intercompany loan, capital contribution, subordinated financing, contractual advance or another legally admissible form. The arrangement must set amount, currency, purpose, maturity, remuneration where applicable, guarantees, information obligations and repayment conditions. The receiving SPV must apply the funds to the intended purpose.

The architecture must allow funds to be traced from the institution providing financing to the project that ultimately uses the capital.

PAGINA 3.pdf — 3.17

Mining projects require substantial CAPEX for advanced exploration, engineering, construction, processing plants, heavy equipment, energy infrastructure, logistics and production expansion. Financing must reflect the stage of development: early phases may require greater corporate or patrimonial support; as a project obtains certifications, develops reserves, builds infrastructure and reaches production, its financial profile can change. Mineral reserves, produced commodities, commercial contracts and future cash flows may progressively contribute to the economic structure of financing when legally eligible and accepted by the relevant institutions.

The objective is to accompany the mining cycle without presenting the geological value of a reserve as immediately available bank liquidity.

PAGINA 3.pdf — 3.18

Oil, gas, power-generation and petrochemical projects have high capital needs and long investment horizons. Financing may support field development, drilling, production infrastructure, gas processing, power generation, industrial plants, petrochemical facilities and other project components. Proven oil and gas reserves may contribute to project economic evaluation where there is a clear legal relationship between the SPV and exploitation rights; sales contracts, projected production and other cash flows may also be considered where legally admissible.

Energy projects may generate environmental assets: carbon credits that have actually been verified, issued and registered may provide complementary economic value and potential income. IMARFI CAPITAL USA LLC must integrate the project's sources of value without recognizing as available any asset, revenue or environmental credit that has not yet reached the required legal and economic condition.

PAGINA 3.pdf — 3.19

When IMARFI CAPITAL USA LLC obtains resources intended for Group projects, those resources may need to be transferred to SPVs through intragroup financing agreements. The agreements should identify lender and borrower, amount, currency, use of proceeds, term, interest rate where applicable, amortization schedule, guarantees, events of default and governing law. Cross-border transactions must analyze tax and regulatory consequences; pricing and interest terms should consider related-party rules and, where applicable, the arm's-length principle.

Withholding taxes, thin-capitalization rules, transfer pricing, accounting treatment, foreign-exchange restrictions and registration or reporting requirements must also be considered. The documentary chain should include the financing agreement, corporate resolutions, banking records, accounting entries, evidence of use of proceeds, debt servicing and balance reconciliation. This traceability is essential for audits, banks, financiers, tax authorities and compliance processes.

PAGINA 3.pdf — 3.20

COLLATERAL is the asset, right or instrument accepted as security after identification, documentation, certification where applicable, valuation and structuring; the prior work of IMARFI CAPITAL S.A. is particularly important at this stage. CREDIT arises when the financing institution accepts the collateral and determines the amount it is willing to finance, which may involve a haircut, safety margin or loan-to-value below nominal or market value; term, interest, fees, covenants, conditions precedent, defaults and enforcement are then negotiated, and only after approval and formal documentation can committed credit capacity be said to exist.

LIQUIDITY occurs when approved credit is actually drawn in accordance with the financial documents: an approved facility, an available facility and an amount actually disbursed are legally distinct, and the resources must be administered through treasury, financial control and traceability. PROJECTS are the productive destination: funds may be channeled to Group SPVs for mining, oil, gas, energy and petrochemicals through documented legal structures. The model is intended to be cumulative: financing creates productive assets; projects expand the Group's patrimonial base; certain assets may later be certified and structured by IMARFI CAPITAL S.A.; eligible instruments may be presented by IMARFI CAPITAL USA LLC to financing institutions; and new credit capacity may support new investment.

Sustainability requires strict separation: a valued asset is not accepted collateral; acceptable collateral is not approved credit; approved credit is not necessarily disbursed funds; and liquidity does not replace the need to demonstrate project viability. The institutional role of IMARFI CAPITAL USA LLC is to manage this transition with legal traceability, credit discipline, contractual documentation, risk control and regulatory compliance. In the joint allocation of functions, IMARFI CAPITAL S.A.

structures economic value and prepares assets and instruments, while IMARFI CAPITAL USA LLC develops capitalization and financing only for those that are effectively eligible. The ultimate objective is for patrimony, real assets and economic rights generated within the Group to contribute, through legally documented and financially acceptable structures, to new financing capacity for productive projects.