Browse EX-10 agreements

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**‎ROYALTY AGREEMENT **

BETWEEN

MINERADORA HAVILAH IMPORTAÇÃO E EXPORTAÇÃO LTDA.

AND

**NIOBIUM BRAZIL IMPORTAÇÃO E EXPORTAÇÃO LTDA **

Table of Contents

Article** 1 **	INTERPRETATION	1
** **
1.1	Definitions	1
1.2	Exhibits	10
1.3	Governing Law	10
1.4	Severability	10
1.5	Calculation of Time	10
1.6	Headings	10

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AMENDMENT TO LOAN AGREEMENT

** **

This Loan Agreement (“Agreement”) is made and entered into as of April 9, 2026 and is an amended extension of the loan agreement dated January 28, 2026, 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: 18 Forum Lane, Camana Bay, 3rd Floor – Suite 5304, P.O. Box 31230, Grand Cayman KY1-1205, Cayman Islands

Company Registration Number: CR-425983
(Hereinafter referred to as the “Borrower”)

** **

1. Loan Amount and Purpose

1.1 The Lender agrees to loan the Borrower the principal amount of Five Million United States Dollars (US$5,000,000) (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

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IMC RARE EARTHS LTD

2026 OMNIBUS INCENTIVE PLAN

(Adopted by shareholders resolution passed on ____ June 2026)

Section 1. General.

The name of the Plan is the IMC Rare Earths Ltd 2026 Omnibus Incentive Plan (the *“Plan”). *The Plan intends to: *(i) *encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; *(ii) *give Participants an incentive for individual performance; *(iii) *promote teamwork among Participants; and *(iv) *give the Company an advantage in attracting and retaining key Employees, Directors, and Consultants. To accomplish such purposes, the Plan provides that the Company may grant Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units, Performance-Based Awards (including performance-based Restricted Shares and Restricted Share Units), Other Share-Based Awards, Other Cash-Based Awards or any combination of the foregoing.

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EMPLOYMENT AGREEMENT

This **EMPLOYMENT AGREEMENT **(this “Agreement”) is entered into as of March 13, 2026 (the “Effective Date”), by and between IMC Rare Earths Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and Francesco Scolaro (“Executive”).

WHEREAS, the Company wishes to employ Executive as the Chief Executive Officer of the Company and Executive wishes to work as the Chief Executive Officer of the Company; and

WHEREAS, the Company and Executive wish to enter into this Agreement on the terms and conditions set forth below.

NOW, THEREFORE, it is hereby agreed as follows:

1. Employment. The Company agrees to employ Executive, and Executive hereby accepts such employment, upon the terms and subject to the conditions set forth herein, for a period commencing on the Effective Date and ending on the date this Agreement is terminated in accordance with Section 5 (the “Employment Term”).

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Dated as of 15 May 2026

Warrant Instrument

issued by

** **

IMC RARE EARTHS LTD

** **

to

** **

americas rare earths holdings ltd

This INSTRUMENT is executed as a deed as of 15 May 2026 (the Instrument) by:

**IMC RARE EARTHS LTD, **an exempted company incorporated under the laws of the Cayman Islands with company number 425983 whose registered office is located at 3rd Floor – Suite 5304, 18 Forum Lane, Camana Bay, Grand Cayman, KY 1-1205, Grand Cayman, Cayman Islands (the “Company”).

**AMERICAS RARE EARTHS HOLDINGS LTD, **an exempted company incorporated under the laws of the Cayman Islands with company number 425983 whose registered office is located at 3rd Floor – Suite 5304, 18 Forum Lane, Camana Bay, Grand Cayman, KY 1-1205, Grand Cayman, Cayman Islands (the “Warrantholder”).

** **

BACKGROUND

** **

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Date 26 June 2026

IMC RARE EARTHS LTD

ST. JAMES PLACE LIMITED

Warrant Instrument

(Second Warrant)

IMC Rare Earths Ltd – SJP Second Warrant Instrument – 26 June 2026

1

THIS AGREEMENT is executed on 26 June 2026 (the Instrument) by:

IMC RARE EARTHS LTD, an exempted company incorporated under the laws of the Cayman Islands with company number 425983 whose registered address is 3rd Floor - Suite 5304, 18 Forum Lane, Camana Bay, Grand Cayman, KY1-1205, Grand Cayman, Cayman Islands (the “Company”); and

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LOAN AGREEMENT

** **

This Loan Agreement (“Agreement”) is made and entered into as of October 1, 2025 and is an amended extension of the loan agreement dated October 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: 18 Forum Lane, Camana Bay, 3rd Floor – Suite 5304, P.O. Box 31230, Grand

Cayman KY1-1205, Cayman Islands

Company Registration Number: CR-425983

(Hereinafter referred to as the “Borrower”)

1.	Loan Amount and Purpose

1.1 The Lender agrees to loan the Borrower the principal amount of Five Million United States Dollars (US$5,000,000) (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.

…

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LOAN AGREEMENT

** **

This Loan Agreement (“Agreement”) is made and entered into as of January 28, 2026 and is an amended extension of the loan agreement dated October 1, 2025, 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: 18 Forum Lane, Camana Bay, 3rd Floor – Suite 5304, P.O. Box 31230, Grand

Cayman KY1-1205, Cayman Islands

Company Registration Number: CR-425983

(Hereinafter referred to as the “Borrower”)

1.	Loan Amount and Purpose

1.1 The Lender agrees to loan the Borrower the principal amount of Five Million United States Dollars (US$5,000,000) (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.

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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

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FIRST AMENDMENT TO WARRANT INSTRUMENT

This FIRST AMENDMENT TO WARRANT INSTRUMENT (this “Amendment”), dated as of May 8, 2026, is entered into by and between IMC RARE EARTHS LTD, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and ST. JAMES PLACE LIMITED, an exempted company incorporated under the laws of the Cayman Islands (the “Warrantholder”).

** **

RECITALS

** **

WHEREAS, the Company and the Warrantholder are parties to that certain Warrant Instrument, dated December 1, 2025 (the “Warrant Instrument”); and

** **

WHEREAS, the parties desire to amend the Warrant Instrument solely to clarify that the applicable percentage referenced therein is calculated on a fully diluted basis at the time of exercise.

** **

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereby agree as follows:

1. Amendment to Clause 3.2

Clause 3.2 of the Warrant Instrument is hereby deleted in its entirety and replaced with the following:

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** **

Exhibit 10.2

** **

IMC RARE EARTHS LTD

2026 OMNIBUS INCENTIVE PLAN

FORM OF OPTION GRANT NOTICE AND OPTION AGREEMENT

This Option Grant Notice and Option Agreement, including any exhibits hereto, this “Agreement”, is made by and between IMC Rare Earths Ltd, an exempted company incorporated in the Cayman Islands with limited liability, the “Company”, and the individual named below, the “Participant”, pursuant to the IMC Rare Earths Ltd 2026 Omnibus Incentive Plan, as may be amended from time to time, the “Plan”. Capitalized terms used but not defined in this Agreement have the meanings given to them in the Plan.

OPTION GRANT NOTICE

The Company hereby grants to the Participant an Option to purchase Ordinary Shares, subject to the terms and conditions of the Plan and this Agreement, as follows:

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