AETN 8-K
Aeternum Health, Inc. (AETN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On July 31, 2026, the Company entered into an employment agreement with Josua Oosthuizen .as CEO of the Company. Under the terms of the Employment Agreement with Mr. Oosthuizen, he has agreed to serve for two years as CEO, receive an annual base salary of $240,000, be eligible for an annual bonus of up to 60% of his base salary and receive the following milestone-based cash bonuses: $200,000 upon achieving US GAAP-based revenue of $3 million in average monthly revenues for the trailing three months; $200,000 upon achieving $6 million in average monthly revenues for the trailing three months; $200,000 upon achievement of $9 million in average monthly revenues for the trailing three months; and $200,000 upon achievement of $12 million in average monthly revenues for the trailing three months. Upon termination for any reason other than voluntary termination, Mr. Oosthuizen will receive (a) accrued benefits, (b) continuation of the his base salary from the date immediately following the termination date until the end of the then-applicable two-year employment period, payable monthly and (c) acceleration of all share awards earned and vested or not yet vested prior to termination to be exercisable until the earlier of (x) a period of one year after his termination or (y) the original term of the option, if such share awards are an option. The foregoing descriptions of the employment agreement with Mr. Oosthuizen does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement that is attached as Exhibit 10.1 hereto and incorporated herein by reference.
On August 8, 2026, Aeternum entered into an employment agreement with Pieter Scholtz .as CFO of the Company. Under the terms of the employment agreement with Mr. Scholtz, he has agreed to serve for two years as CFO, receive an annual base salary of $165,000 and be eligible for an annual bonus at the discretion of management. The foregoing descriptions of the employment agreement with Mr. Scholtz does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement that is attached as Exhibit 10.2 hereto and incorporated herein by reference.
Josua Oosthuizen, age 41, has, since August 2025 through July 2026, been the Project Management Office Manager for R & R , a project management and project controls services company principally for mining and other capital-intensive projects in which he established and managed a project management office for a chrome mine in South Africa. From October 2023 through July 2025, Mr. Oosthuizen was Senior Business Unit Leader at ASP Isotopes Inc., an advanced materials and isotope-enrichment company developing and operating isotope-enrichment technology for medical, semiconductor, energy and other applications where he was responsible for capital-project development and execution, including the end-to-end delivery of an isotope-enrichment facility in South Africa. From November 2021 until October 2023, Mr. Oosthuizen was Managing Director of Metal Refining Engineers, a company he co-founded that provided chemical and fluorochemical engineering consultancy and project development activities serving clients in the mining and isotope-enrichment industries. From February 2012 through October 2021, Mr. Oosthuizen served as Project Manager for DRA Global International, a multidisciplinary engineering, project delivery and operations management group focused principally on the mining, minerals and metals industries, where he managed multidisciplinary capital projects in the mining and mineral-processing sector, including engineering, procurement and construction activities.
Pieter Scholtz, 63, is a Chartered Accountant in South Africa with more than 30 years of experience in financial management, corporate governance, taxation and treasury across the mining, construction, manufacturing and equipment sectors throughout Africa. He has led finance teams through periods of rapid growth and restructuring and has implemented ERP systems and control frameworks that significantly improved reporting efficiency and operational performance. From April 2003 to January 2012, Mr. Scholtz held senior finance and governance roles within the Sandvik Group. He then served from February 2012 to June 2014 as Financial Director Africa for Webb Construction Africa, overseeing operations across South Africa, Ghana, Côte d’Ivoire, Sierra Leone, Burkina Faso and Kenya. From July 2014 to June 2015, Mr. Scholtz served as Financial Director of IRCA (Pty) Ltd and from February 2015 to February 2023, led the finance function of Kemach Equipment, a business with annual revenues in excess of R1 billion. He subsequently consulted as a financial executive to wide variety of industries. Mr. Scholtz holds a Bachelor of Commerce (Accounting), a Bachelor of Commerce Honours in Finance, a Master of Commerce in Financial Management and a Higher Diploma in Taxation from Rand Afrikaans University (now the University of Johannesburg). He is a Chartered Accountant (SA) and has completed the Senior Executive Programme at London Business School.
Item 7.01 Regulation FD Disclosures.
On August 4, 2026, the Company issued a press release regarding the employment of Josua Oosthuizen as CEO of the Company. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of this Current Report on Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
Exhibits
| 10.1 | Employment Agreement dated July 31, 2026, between Aeternum Health, Inc. and Josua Oosthuizen |
| 10.2 | Employment Agreement dated August 8, 2026, between Aeternum Health and Pieter Scholtz |
99.1 |
Press Release dated August 4, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10 to be signed on our behalf by the undersigned, thereunto duly authorized.
| Date: September 1, 2026 | AETERNUM HEALTH, INC. | |
| By: | /s/ Paul Mann | |
| Name: | Paul Mann | |
| Title: | President | |
Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 31st day of July, 2026 by and between Aeternum Cayman Islands Ltd., a Cayman Islands corporation whose registered office is at 5th Floor, Anderson Square Building, 64 Shedden Road, P.O. Box 31325, Grand Cayman KY1-1206, Cayman Islands (“Company”) and Josua Oosthuizen, an individual (“Executive”). The Company is a wholly owned subsidiary of Aeternum Health, Inc, a Delaware corporation (“Parent”). As used herein, the “Effective Date” of this Agreement shall mean the date as written above and signed below.
W I T N E S S E T H:
WHEREAS, the Executive desires to be employed by the Company as its Chief Executive Officer and the Company wishes to employ the Executive in such capacities, in each case, commencing on and as of the Effective Date.
NOW, THEREFORE, in consideration of the foregoing and their respective covenants and agreements contained in this document, the Company and the Executive hereby agree as follows:
1. Employment and Duties. The Company agrees to employ and the Executive agrees to serve as the Company’s Chief Executive Officer. In this capacity the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities customary to these positions and such other duties and responsibilities as the Company’s Boards of Directors (the “Board”) may from time to time assign to the Executive.
The Executive shall devote the majority of his time, efforts and services to the business and affairs of the Company, its Parent, and their respective subsidiaries. Nothing in this Section 1 shall prohibit the Executive from: (A) serving as a director or member of any other board, committee thereof of any other entity or organization; (B) delivering lectures, fulfilling speaking engagements, and any writing or publication relating to his area of expertise; (C) serving as a director or trustee of any governmental, charitable or educational organization; (D) engaging in additional activities in connection with personal investments and community affairs, including, without limitation, professional or charitable or similar organization committees, boards, memberships or similar associations or affiliations, or (E) performing consulting and advisory activities, provided, however, such activities are not in competition with the business and affairs of the Parent or would tend to cast executive of Parent in a negative light in the reasonable judgment of the Board.
At any time, and at the Executive’s sole discretion, the Executive retains the right to become an employee of the Parent under an agreement substantially similar to this Agreement.
The Executive acknowledges that the Parent will soon change its name and business focus and that this Agreement will continue through both the current business focus and any business focus that the Parent or the Company may have in the future and that the Term will continue regardless of the business focus of the Parent and the Company.
2. Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of two (2) years following the Effective Date and shall be automatically renewed for successive one (1) year periods thereafter unless either party provides the other party with written notice of his or its intention not to renew this Agreement at least three (3) months prior to the expiration of the initial term or any renewal term of this Agreement. “Employment Period” shall mean the initial two (2)-year term plus one (1)-year renewals, if any.
3. Place of Employment. The Executive’s services shall be performed at such location or locations as the Executive shall determine, in his sole discretion.
4. Base Salary. The Company agrees to pay the Executive a base salary (“Base Salary”) of $240,000 per annum. Annual adjustments after the first year of the Employment Period shall be determined by the Board; provided, however, that the Base Salary may not be decreased. The Base Salary shall be paid in monthly installments on the last day of each month by either the Parent or the Company.
5. Incentive Compensation and Bonuses.
(a) Annual Bonus: For each fiscal year during the term of employment, the Executive shall be eligible to receive a bonus in the target amount of 60% of annual salary (the “Annual Bonus”), with the amount of such bonus determined from time to time by the Board in its discretion. The Annual Bonus shall be paid by the Company to the Executive promptly after determination that the relevant targets, if any, have been met, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Parent’s annual audit and public announcement of such results and shall be paid promptly following the Parent’s announcement of earnings. In the event that the Compensation Committee is unable to act or if there shall be no such Compensation Committee, then all references herein to the Compensation Committee (except in the proviso to this sentence) shall be deemed to be references to the Board. Upon his termination from employment, the Executive shall be entitled to receive a pro-rated Annual Bonus calculated based on his final day of employment, regardless of whether he is employed by the Company through the conclusion of the fiscal quarter or year, as the case may be, on which the Annual Bonus is based. Annual Bonus’s will be paid in a mixture of cash and shares of the Company’s common stock or shares of the Parent’s common stock (“Common Stock”) , the ratio of which will be determined by the Compensation Committee. The number of shares granted in the Common Stock portion of the Annual Bonus shall be determined by dividing the value of the Common Stock portion of the Annual Bonus by either (i) the fair market value per share of Common Stock, as determined in good faith by the Board, or (ii) the closing sale price of the Common Stock on the trading day immediately preceding the applicable Payment Date, as reported by the principal trading market for the Common Stock.
(b) Milestone Based Bonuses: The Executive will also be entitled to milestone-based bonuses which will be paid in cash. These will be driven by the achievement of revenue milestones which will be defined as the trailing three-month average revenues achieved by the greater of either the Parent or the Company. For the purpose of this Agreement revenues will follow the definition of revenues as defined by US GAAP and will exclude any one-off sales, lump-sum contracts, sale of equipment and revenues related to M&A. At the achievement of $3 million in average monthly revenues for the trailing three months the Executive will be awarded a $200,000 bonus. At the achievement of $6 million in average monthly revenues for the trailing three months the Executive will be awarded a $200,000 bonus. At the achievement of $9 million in average monthly revenues for the trailing three months the Executive will be awarded a $200,000 bonus. At the achievement of $12 million in average monthly revenues for the trailing three months the Executive will be awarded a $200,000 bonus. These milestone-based bonuses will be paid within 30 days of the achievement and will not alter or affect the Annual Bonus described in Section 5(a).
(c) Equity Awards and Incentive Compensation: During the term of employment, the Executive shall be eligible to participate in any equity-based incentive compensation plan or program adopted by either the Parent or the Company (such awards under such plan or program, the “Share Awards”) as the Compensation Committee or Board may from time to time determine. Share Awards shall be subject to applicable plan terms and conditions. And any additional terms and conditions as determined by the Compensation Committee or the Board.
Severance Compensation: Upon termination of employment for any reason other than the Executive’s voluntary resignation pursuant to Section 10(e), the Executive shall receive his Accrued Benefits (as defined in Section 10(e)) and will also be entitled to: (A) continuation of the Executive’s Base Salary from the date immediately following the termination date until the end of the then-applicable Employment Period, payable according to Section 4; and (B) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death, Disability, termination without Cause, or resignation for Good Reason, that are not vested and exercisable as of such date, the Parent and/or the Company shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s termination, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (X) a period of one (1) year after the Executive’s termination or (Y) the original term of the option, if such Share Awards is an option.
6. Expenses. The Executive shall be entitled to prompt reimbursement by the Parent for all reasonable ordinary and necessary travel, entertainment, and other expenses incurred by the Executive while employed (in accordance with the policies and procedures established by the Parent for its senior executive officers) in the performance of his duties and responsibilities under this Agreement; provided, that the Executive shall properly account for such expenses in accordance with Parent policies and procedures.
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7. Other Benefits. During the term of this Agreement, the Executive shall be eligible to participate in incentive, stock purchase, savings, retirement, and welfare benefit plans, including, without limitation, health, medical, dental, vision, life (including accidental death and dismemberment) and disability insurance plans (collectively, “Benefit Plans”), in substantially the same manner and at substantially the same levels as the Parent makes such opportunities available to the Parent’s managerial or salaried executive employees and/or its senior executives.
The Parent shall pay one hundred percent (100%) of the cost for any group medical, vision and/or dental coverage elected by and for the Executive and one hundred (100%) of the additional incremental cost for any group medical, vision and/or dental coverage elected by the Executive for the Executive’s family.
The Executive shall be entitled to air travel, including travel by business and/or first class, as is reasonable and necessary for the performance of his duties and responsibilities.
8. Vacation. During the term of this Agreement, the Executive shall be entitled to accrue, on a pro rata basis, twenty (20) paid vacation days per year.
9. Termination of Employment:
(a) Death. If the Executive dies during the Employment Period, this Agreement and the Executive’s employment with the Company shall automatically terminate and the Company’s obligations to the Executive’s estate and to the Executive’s Qualified Beneficiaries shall be those set forth in Section 6 regarding severance compensation.
(b) Disability. In the event that, during the term of this Agreement the Executive shall be prevented from performing his essential functions hereunder to the full extent required by the Company by reason of Disability (as defined below), this Agreement and the Executive’s employment with the Company shall automatically terminate. The Company’s obligation to the Executive under such circumstances shall be those set forth in Section 6 regarding severance compensation. For purposes of this Agreement, “Disability” shall mean a physical or mental disability that prevents the performance by the Executive, with or without reasonable accommodation, of his essential functions hereunder for an aggregate of ninety (90) days or longer during any twelve (12) consecutive months. The determination of the Executive’s Disability shall be made by an independent physician who is reasonably acceptable to the Company and the Executive (or his representative), be final and binding on the parties hereto and be made taking into account such competent medical evidence as shall be presented to such independent physician by the Executive and/or the Company or by any physician or group of physicians or other competent medical experts employed by the Executive and/or the Company to advise such independent physician.
(c) Cause.
(i) At any time during the Employment Period, the Parent may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (a) the willful and continued failure of the Executive to perform substantially his duties and responsibilities for the Company (other than any such failure resulting from the Executive’s death, Disability, or approved leave-of-absence) after a written demand by the Board for substantial performance is delivered to the Executive by the Parent, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and responsibilities, which willful and continued failure is not cured by the Executive within thirty (30) days following his receipt of such written demand; (b) the conviction of, or plea of guilty or nolo contendere to, a felony, or (c) fraud, dishonesty or gross misconduct which is materially and demonstratively injurious to the Parent. Termination under clauses (b) or (c) of this Section 10(c)(1) shall not be subject to cure.
(ii) For purposes of this Section 10(c), no act, or failure to act, on the part of the Executive shall be considered “willful” unless done, or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Parent. Between the time the Executive receives written demand regarding substantial performance, as set forth in subparagraph (1) above, and prior to an actual termination for Cause, the Executive will be entitled to appear (with counsel) before the full Board to present information regarding his views on the Cause event. After such hearing, termination for Cause must be approved by a majority vote of the full Board (other than the Executive). After providing the written demand regarding substantial performance, the Board may suspend the Executive with full pay and benefits until a final determination by the full Board has been made.
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(iii) Upon termination of this Agreement for Cause, the Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive any Base Salary earned through the date of termination to be paid according to Section 4; any unpaid Annual Bonus to be paid according to Section 5; reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Parent and the Company during the period ending on the termination date to be paid according to Section 7; and any accrued but unused vacation time through the termination date in accordance with Parent policy. The Parent shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.
(d) For Good Reason or a Change of Control or Without Cause.
(i) At any time during the term of this Agreement and subject to the conditions set forth in Section 10(d)(ii) below the Executive may terminate this Agreement and the Executive’s employment with the Company for “Good Reason” or for a “Change of Control” (as defined in Section 10(f)). For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without Executive’s consent: (A) the assignment to the Executive of duties that are significantly different from, and/or that result in a substantial diminution of, the duties that he assumed on the Effective Date (including reporting to anyone other than solely and directly to the Board); (B) the assignment to the Executive of a title that is different from and subordinate to the title of, as applicable, either Chief Executive Officer or Chief Financial Officer of the Company; provided, however, for the absence of doubt following a Change of Control, should the Executive be required to serve in a diminished capacity in a division or unit of another entity (including the acquiring entity), such event shall constitute Good Reason regardless of the title of the Executive in such acquiring company, division or unit; (C) a material reduction in Executive’s Base Salary or total annual cash compensation opportunity; or (D) material breach by the Company of this Agreement.
(ii) The Executive shall not be entitled to terminate this Agreement for Good Reason unless and until he shall have delivered written notice to the Parent within ninety (90) days of the date upon which the facts giving rise to Good Reason occurred of his intention to terminate this Agreement and his employment with the Company for Good Reason, which notice specifies in reasonable detail the circumstances claimed to provide the basis for such termination for Good Reason, and the Parent shall not have eliminated the circumstances constituting Good Reason within thirty (30) days of its receipt from the Executive of such written notice. In the event the Executive elects to terminate this Agreement for Good Reason in accordance with Section 10(d)(i), such election must be made within the twenty-four (24) months following the initial existence of one or more of the conditions constituting Good Reason as provided in Section 10(d)(i). In the event the Executive elects to terminate this Agreement for a Change in Control in accordance with Section 10(d)(i), such election must be made within one hundred eighty (180) days of the occurrence of the Change of Control.
(iii) In the event that the Executive terminates this Agreement and his employment with the Company for Good Reason or for a Change of Control or the Parent terminates this Agreement and the Executive’s employment with the Company without Cause, the Company shall pay or provide to the Executive (or, following his death, to the Executive’s heirs, administrators or executors) the severance compensation set forth in Section 6 above. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.
(iv) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 10(d) by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 10(d) be reduced by any compensation earned by the Executive as the result of employment by another employer or business or by profits earned by the Executive from any other source at any time before and after the termination date. The Company’s obligation to make any payment pursuant to, and otherwise to perform its obligations under, this Agreement shall not be affected by any offset, counterclaim or other right that the Parent may have against the Executive for any reason.
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(e) Without “Good Reason” by the Executive. At any time during the term of this Agreement, the Executive shall be entitled to terminate this Agreement and the Executive’s employment with the Company without Good Reason and other than for a Change of Control by providing prior written notice of at least thirty (30) days to the Parent. Upon termination by the Executive of this Agreement or the Executive’s employment with the Company without Good Reason and other than for a Change of Control, the Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive the following (collectively, the “Accrued Benefits”): (i) any Base Salary earned through the date of termination to be paid according to Section 4; (ii) any earned but unpaid Annual Bonus to be paid according to Section 5(a); (iii) Executive’s pro-rated Annual Bous for the year of termination to be paid according to Section 5(a); (iv) reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to Section 7; (v) any accrued but unused vacation time through the termination date in accordance with Company policy; (vi) any accrued and vested benefits under the Benefit Plans; and (vii) all Share Awards earned and vested as of the date or termination. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.
(f) Change of Control. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more of the following: (i) the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 12(d)(3) or 13(d)(2) of the Securities Exchange Act of 1934, as amended) of fifty percent (50%) or more of the shares of the outstanding Common Stock of the Parent, whether by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Parent prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), (ii) a sale of all or substantially all of the assets of the Parent or (iii) during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new director whose election by the Board or nomination for election by the Parent’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Parent.
(g) Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive (other than termination by reason of the Executive’s death) shall be communicated by written Notice of Termination to the other party of this Agreement. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, provided, however, failure to provide timely notification shall not affect the employment status of the Executive.
10. Confidential Information.
(a) Disclosure of Confidential Information. The Executive recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Parent, the Company, their respective subsidiaries and their respective businesses (collectively, the “Parent Group”), including but not limited to, the Parent Group’s products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans (“Confidential Information”), provided such information is not in or does not hereafter become part of the public domain, or become known to others through no fault of the Executive. The Executive acknowledges that such information is of great value to the Parent Group, is the sole property of the Parent Group, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Parent herein, the Executive will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any information acquired by the Executive during the course of his employment, which is treated as confidential by the Parent Group, and not otherwise in the public domain. The provisions of this Section 11 shall survive the termination of the Executive’s employment hereunder. The Executive affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Parent Group.
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(b) Return of Confidential Information. In the event that the Executive’s employment with the Parent terminates for any reason, the Executive shall deliver forthwith to the Parent any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, the Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Parent. The covenants and agreements in this Section 11 shall exclude excludes information (A) which is in the public domain through no unauthorized act or omission of Executive or (B) which becomes available to Executive on a non-confidential basis from a source other than a member of the Parent Group without breach of such source’s confidentiality or non-disclosure obligations to the Parent Group.
11. Miscellaneous.
(a) During the term of this Agreement, the Company (i) shall indemnify and hold harmless the Executive and his heirs and representatives to the maximum extent provided by the laws of the Cayman Islands and by the Company’s bylaws and (ii) shall cover the Executive under the Parent’s directors’ and officers’ liability insurance on the same basis as it covers other senior executive officers and directors of the Company.
(b) This Agreement constitutes and embodies the full and complete understanding and agreement of the parties with respect to the Executive’s employment by the Company, supersedes all prior understandings and agreements, whether oral or written, between the Executive and the Parent or the Company, and shall not be amended, modified or changed except by an instrument in writing executed by the party to be charged. If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, then the remainder of this Agreement and the application of such provision to other persons or circumstances shall be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision. No waiver by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.
(c) This Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their respective successors, heirs, beneficiaries and permitted assigns.
(d) The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.
(e) All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when personally delivered, sent by registered or certified mail, return receipt requested, postage prepaid, or by reputable national overnight delivery service (e.g., Federal Express) for overnight delivery to the party at the address set forth in the preamble to this Agreement, or to such other address as either party may hereafter give the other party notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date actually received or the third business day after deposited in the mail or one business day after deposited with an overnight delivery service for overnight delivery.
(f) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, and each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in the State of Delaware, for any disputes arising out of this Agreement, or the Executive’s employment with the Company. The prevailing party in any dispute arising out of this Agreement shall be entitled to his or its reasonable attorney’s fees and costs,
(g) This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one of the same instrument. The parties hereto have executed this Agreement as of the date set forth above.
(h) The Executive represents and warrants to the Company, that he has the full power and authority to enter into this Agreement and to perform his obligations hereunder and that the execution and delivery of this Agreement and the performance of his obligations hereunder will not conflict with any agreement to which the Executive is a party.
(i) The Company represents and warrants to the Executive that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with any agreement to which the Company is a party.
[Signature page follows immediately]
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IN WITNESS WHEREOF, the Executive and the Company have caused this Executive Employment Agreement to be executed as of the date first above written.
| AETERNUM RESOURCES INC., | ||
| a Cayman Islands Corporation | ||
| Signed: | /s Paul Mann | |
| By: | Paul Mann | |
| Its: | Executive Chairman | |
| EXECUTIVE | ||
| Signed: | /s/ Josua Oosthuizen | |
| Name: | Josua Oosthuizen | |
| 7 |
Exhibit 10.2
AETERNUM RESOURCES
CONTRACT OF EMPLOYMENT
between
AETERNUM SA (PTY) LTD
(Registration Number: 2026 / 422441 / 07) (“the Company”)
and
PIETER SCHOLTZ
(“the Employee”)
621015 5032 088
Position: Chief Financial Officer
Commencement Date: 10 August 2026
Base of Operations: Pretoria, South Africa, with business travel to international businesses as
operationally
required
| AETERNUM RESOURCES | Contract of Employment - Pieter Scholtz | Page 1 of 12 |
TABLE OF CONTENTS
| 1. | Introduction | 3 |
| 2. | Interpretation and Definitions | 3 |
| 3. | Appointment, Position, Commencement Date and Term | 3 |
| 4. | Place of Work and Travel to Foreign or International Businesses | 4 |
| 5. | Hours of Work | 4 |
| 6. | Remuneration | 4 |
| 7. | Foreign or International Business Travel Allowance | 5 |
| 8. | Benefits | 5 |
| 9. | Performance Bonus | 6 |
| 10. | Annual Leave | 6 |
| 11. | Sick Leave | 7 |
| 12. | Family Responsibility and Other Statutory Leave | 7 |
| 13. | Duties of the Employee | 7 |
| 14. | Health, Safety and Travel Risk | 7 |
| 15. | Confidentiality | 8 |
| 16. | Intellectual Property | 8 |
| 17. | Termination | 8 |
| 18. | Return of Company Property | 9 |
| 19. | Data Protection | 9 |
| 20. | General | 9 |
| Signature | ||
| Annexure A - Remuneration and Benefits | ||
| Annexure B - Required Supporting Documents | ||
| AETERNUM RESOURCES | Contract of Employment - Pieter Scholtz | Page 2 of 12 |
1. INTRODUCTION
| 1.1 | Aeternum SA (Pty) Ltd (“the Company”) is pleased to offer the Employee employment on the terms and conditions recorded in this Contract of Employment (“this Agreement”), which is entered into in accordance with the laws of the Republic of South Africa, including the Basic Conditions of Employment Act, 1997 (“the BCEA”) and the Labour Relations Act, 1995 (“the LRA”). |
| 1.2 | Annexure A to this Agreement sets out the details of the Employee’s remuneration and benefits and forms part of this Agreement. |
| 1.3 | Annexure B to this Agreement sets out the supporting documents the Employee must provide to the Company, and forms part of this Agreement. |
| 1.4 | This Agreement, together with Annexure A and Annexure B, constitutes the written particulars of employment required in terms of section 29 of the BCEA. |
2. INTERPRETATION AND DEFINITIONS
| 2.1 | In this Agreement, unless the context indicates otherwise, the following words bear the meanings set out below, and cognate expressions bear corresponding meanings: |
| 2.1.1 | “Aeternum Group” or “Group” means Aeternum SA (Pty) Ltd and any of its holding, subsidiary or associated companies, including foreign and international Aeternum Resources’ operations; |
| 2.1.2 | “Company” means Aeternum SA (Pty) Ltd, registration number 2026 / 422441 / 07, with its registered office at Colab Building, 194 Bancor Ave, Menlyn Maine, Pretoria; |
| 2.1.3 | “Commencement Date” means 10 August 2026, being the date on which the Employee’s employment under this Agreement begins; |
| 2.1.4 | “Employee” means Pieter Scholtz, Identity Number 621015 5032 088; |
| 2.1.5 | “Foreign or International Business Travel Working Days” means each calendar day, or part thereof, on which the Employee is present in a foreign or international country where the Company has businesses, for the purpose of performing his duties on a business trip, including reasonable travel days to and from the foreign country, approved in advance by the Company; |
| 2.1.6 | “BEC” or “Package” means the Employee’s monthly Basic Employment Cost referred to in clause 6 and Annexure A; |
| 2.1.7 | “Termination Date” means the date on which the Employee’s employment under this Agreement terminates for any reason. |
| 2.2 | Clause headings are for convenience only and do not affect the interpretation of this Agreement. Words importing one gender include the other; the singular includes the plural and vice versa. |
3. APPOINTMENT, POSITION, COMMENCEMENT DATE AND TERM
| 3.1 | The Employee is appointed to, and accepts, the position of Chief Financial Officer, reporting to the Chief Executive Officer or such other person as the Company may designate from time to time. |
| 3.2 | The Commencement Date of this Agreement is 10 Aug 2026. |
| 3.3 | This Agreement commences on the Commencement Date and continues for an indefinite period, until terminated in accordance with clause 17 or otherwise in accordance with law. |
| 3.4 | The Employee warrants that he is legally entitled to work in the Republic of South Africa and, for the purposes of any business travel referred to in clause 4, will hold or obtain (with the Company’s reasonable assistance) any visa, work permit or other authorisation required to enter and work in any foreign or international businesses of the Company. The Employee shall cooperate with the Company in obtaining any visas, work permits, travel authorizations, vaccinations, or regulatory approvals required for approved foreign business travel, with the Company providing reasonable assistance and bearing the associated business costs. |
| AETERNUM RESOURCES | Contract of Employment - Pieter Scholtz | Page 3 of 12 |
| 3.5 | This Agreement, and the Employee’s continued employment, is subject to the Employee providing the Company with certified copies of the documents listed in Annexure B, to the Company’s reasonable satisfaction, on or before 31 August 2026, or such later date as the Company may allow. |
4. PLACE OF WORK AND TRAVEL TO ANY FOREIGN OR INTERNATIONAL BUSINESSES
| 4.1 | The Employee’s principal place of work is the Company’s Pretoria office / Aeternum SA operations (“Pretoria Base”). |
| 4.2 | Given the nature of the Group’s operations, the Employee will, from time to time and on reasonable notice, be required to travel on business trips to operations, projects, offices and business locations of the Aeternum Group within and outside South Africa, including but not limited to Nigeria. Periods to be determined by the Company’s operational requirements. |
| 4.3 | Business travel to any foreign or international country does not constitute a permanent relocation or secondment unless separately agreed in writing between the parties, and the Employee’s principal place of work for the purposes of this Agreement remains Pretoria, South Africa. |
| 4.4 | The Company will arrange and pay for reasonable flights, visas, in-country transport and accommodation associated with the Employee’s business trips to and stay in any foreign or international country, in accordance with Company travel policy. The onus is on the Employee to have a valid passport to travel to the foreign or international country. |
| 4.5 | The Company may acquire new mines/projects elsewhere in the future. Such details will be communicated and, if it is a requirement for the Employee to travel to such countries, this will be communicated with the Employee. |
| 4.6 | Due to the seniority of the role, the employee is allowed to travel business class to foreign destination long haul flights greater than 6 hours from South Africa. The Company will in addition pay for comprehensive business travel insurance for the duration of the period of travel. The risk benefit cover includes emergency medical services and evacuation cover. There is provision for security cover in countries where this is required. |
5. HOURS OF WORK
| 5.1 | The Employee will work the Company’s normal working hours which will be communicated from time to time. The working hours are currently 45 hours per week. |
| 5.2 | Given the seniority and nature of the Employee’s role as Chief Financial Officer, he may on occasion be required to work reasonable additional hours necessary for the proper performance of his duties, including while on business trips in any foreign or international businesses. The Employee acknowledges that, as a senior managerial employee, sections 9 to 16 of the BCEA (regulating ordinary hours of work, overtime, and related matters) do not apply to him, in accordance with section 6(1) of the BCEA. |
6. REMUNERATION
| 6.1 | The Employee will be paid a monthly Basic Employment Cost (“BEC”) of R220,000, less such statutory and other deductions as the Company is required or entitled to make in terms of clause 6.3 and Annexure A. |
| 6.2 | The BEC is a cost-to-company package which includes the cost of the risk benefits described in clause 8.4. The Employee is not provided with, and the BEC does not include any medical aid or retirement fund contribution; the Employee is solely responsible for arranging and funding his own medical aid and retirement provision independently, from his net (after-tax) remuneration, as more fully set out in Annexure A. |
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| 6.3 | The Company will deduct from the Employee’s remuneration all amounts it is required to deduct by law, including but not limited to employees’ tax (PAYE) in terms of the Income Tax Act, and the Employee’s contribution to the Unemployment Insurance Fund (UIF) in terms of the Unemployment Insurance Contributions Act, together with any other statutory levy or contribution applicable from time to time. The Company will separately account for and pay over any employer-only statutory contributions (such as the Skills Development Levy) as required by law; these do not reduce the Employee’s BEC. |
| 6.4 | The BEC will accrue from day to day and will be paid monthly in arrears, by direct bank transfer, on or before the last working day of each month. |
| 6.5 | The BEC will be reviewed on an annual basis at the Company’s discretion, but no increase is guaranteed. |
7. FOREIGN OR INTERNATIONAL BUSINESS TRAVEL ALLOWANCE
| 7.1 | In addition to, and not as part of, the BEC referred to in clause 6, the Employee will be paid a subsistence allowance of USD 242.00 (Two Hundred and Forty-Two United States Dollars) for each night spent in Nigeria on a business trip. For all other foreign or international business travel to countries other than Nigeria, the applicable prescribed SARS allowance for subsistence applicable to the country travelling to, will apply. |
| 7.2 | The travel allowance is intended to cover the Employee’s incidental personal subsistence costs while on business trips in any foreign or international businesses and is paid free of South African employees’ tax to the extent, and for so long as, this treatment is permitted under section 8(1) of the Income Tax Act and any applicable South African Revenue Service (SARS) rulings, interpretation notes or advance published subsistence allowance rates in force from time to time. |
| 7.3 | The Employee acknowledges that the tax-free treatment described in clause 7.2 depends on the applicable SARS requirements (including record-keeping of dates and purpose of travel) being met, and that the Company reserves the right to withhold tax from the allowance, or any portion of it, if required to do so by law or by SARS. All foreign travel subsistence allowances will be administered in accordance with applicable SARS requirements and prevailing tax legislation, ensuring ongoing payroll and tax compliance. |
| 7.4 | The travel allowance will be calculated monthly in arrears based on the Employee’s approved travel and attendance records and paid together with the Employee’s monthly salary, converted to Rand at the Company’s standard exchange rate applied on the date of payment. |
| 7.5 | No travel allowance is payable in respect of any day on which the Employee is not present in the country of the foreign business, save as provided in the definition of “Foreign or International Business Travel Working Days” in clause 2.1.5. |
8. BENEFITS
| 8.1 | The Employee’s benefits are set out in full in Annexure A. The risk benefits described in clause 8.4 are included within, and funded from, the BEC referred to in clause 6. Medical aid and retirement provision are the Employee’s own responsibility, funded from his net (after-tax) salary, as described in clauses 8.2 and 8.3. The foreign or international business travel benefits described in clause 8.5 are provided by the Company at its own cost, separately from the BEC. Travel to other foreign or international countries where the Company has businesses, will incur the SARS subsistence allowance applicable to the specific country. |
| 8.2 | The Company does not provide, arrange, or contribute towards medical aid cover for the Employee, and no medical aid contribution is deducted from the Employee’s BEC. The Employee is responsible for arranging his own medical aid cover appropriate to his needs, funded entirely from his net (after-tax) salary, as set out in Annexure A. Proof of medical aid membership of at minimum a hospital plan needs to be provided to the Company by 31 August 2026. |
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| 8.3 | The Company does not provide, arrange, or contribute towards retirement fund membership for the Employee, and no retirement contribution is deducted from the Employee’s BEC. Should the Employee wish to make retirement provision (for example, via a retirement annuity or preservation fund), this is his sole responsibility and must be funded independently from his net (after-tax) salary, as set out in Annexure A. |
| 8.4 | The Employee will be covered, at the Company’s cost and included within his BEC, by such group risk benefits (including death and disability cover) as the Company makes available to employees in his category from time to time, as set out in Annexure A. The costs of the risk cover form part of the BEC and is not covered separately by the Company. |
| 8.5 | For so long as the Employee is required to undertake business trips to or work in any foreign or international businesses, the Company will, at its own cost (i.e. not funded from the Employee’s BEC), provide or procure: (a) 24-hour accident and medical evacuation risk cover; and (b) on-site medical assistance at the foreign or international business operations, Emergency assistance services, travel security support where required, comprehensive business travel insurance, in each case in accordance with the Company’s international travel risk and duty-of-care provisions, which can be amended from time to time. |
| 8.6 | The Company will reimburse the Employee promptly for all reasonable expenses properly and necessarily incurred by him in the performance of his duties, in accordance with the Company’s expense policy, subject to the Employee accounting for such expenses in accordance with that policy. |
9. PERFORMANCE BONUS
| 9.1 | The Employee may, at the Company’s absolute and sole discretion, be invited to participate in a discretionary performance bonus scheme operated by the Company from time to time. |
| 9.2 | Any such bonus is not guaranteed, does not form part of the Employee’s remuneration for any purpose (including for the calculation of notice pay, leave pay or any other benefit), and is not an automatic or contractual entitlement. |
| 9.3 | Should a bonus be paid, the quantum, if any, will be determined by the Company having regard to overall business performance and the Employee’s individual performance, each assessed against criteria determined by the Company from time to time, and participation in any bonus scheme in one year does not entitle the Employee to participate, or to any expectation of participation, in future years. |
10. ANNUAL LEAVE
| 10.1 | The Employee is entitled to 20 (twenty) working days’ paid annual leave in respect of each completed annual leave cycle, calculated from the Commencement Date. |
| 10.2 | Of the annual leave accrued in each leave cycle, up to 5 (five) days may, with the Company’s prior approval, be carried forward and accumulated into the following leave cycle(s), up to a maximum accumulated balance of 20 (twenty) days at any time. |
| 10.3 | Any accumulated leave in excess of the 20 (twenty) day maximum referred to in clause 10.2 will automatically be paid out (encashed) to the Employee at his then-current daily BEC rate, at the end of the leave cycle in which the excess arises. |
| 10.4 | Annual leave must be taken at times approved in advance by the Company, having regard to operational requirements, including planned business trips to any foreign or international businesses. |
| 10.5 | On termination of employment for any reason, the Employee will be paid out any accrued and unused annual leave; should the Employee have taken leave in excess of his accrued entitlement, the Company may deduct the value of such excess leave from any amount owing to him, subject to the BCEA. |
| 10.6 | All
other aspects of annual leave not expressly dealt with in this clause are governed by the
BCEA. |
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11. SICK LEAVE
| 11.1 | The Employee’s sick leave entitlement is determined in accordance with section 22 of the BCEA: during each sick leave cycle of 36 (thirty-six) months, the Employee is entitled to paid sick leave equal to the number of days he would normally work in a 6 (six) week period. |
| 11.2 | The Company may require a valid medical certificate for any absence of two or more consecutive days, or where the Employee is absent on more than two occasions in an 8 (eight) week period, in accordance with the BCEA and the Company’s sick leave policy. |
| 11.3 | Given the Employee’s business trips to foreign or international businesses, any illness or injury while on site will additionally be managed in accordance with the on-site medical assistance and evacuation arrangements referred to in clause 8.5. |
12. FAMILY RESPONSIBILITY AND OTHER STATUTORY LEAVE
| 12.1 | The Employee will be entitled to family responsibility leave, parental leave and any other statutory leave in accordance with the BCEA and the Company’s policies as amended from time to time. |
13. DUTIES OF THE EMPLOYEE
| 13.1 | The Employee will perform the duties of Chief Financial Officer, including oversight of the Company’s and the Aeternum Group’s financial management, reporting, budgeting, treasury, tax and statutory compliance functions, and such other reasonably related duties as the Company may from time to time require, diligently, in good faith, and to the best of his ability. |
| 13.2 | The Employee will devote his full working time, attention and skill to the business of the Company, will comply with all lawful and reasonable instructions given to him, and will comply with the Company’s policies, procedures, rules and codes of conduct, including health, safety and environmental policies, as amended from time to time. |
| 13.3 | The Employee will comply with all applicable South African and foreign or international business country laws, regulations, site rules, immigration and customs requirements while travelling to and working in any foreign or international businesses, and will comply with the Company’s international travel and security policies. |
| 13.4 | The Employee will promptly disclose to the Company any actual or potential conflict of interest, and will not, without the Company’s prior written consent, engage in any other remunerated work or business activity that conflicts, or may conflict, with his duties under this Agreement. |
| 13.5 | Nothing in this clause 13 will prevent the Employee from (a) serving as a director or member of the board or a committee of any other entity, provided this does not create a conflict of interest under clause 13.4; (b) delivering lectures, publishing, or engaging in speaking engagements relating to his area of expertise; (c) serving as a director or trustee of any charitable, governmental or educational organisation; or (d) engaging in personal investment and community activities — provided that none of the above activities competes with, or in the Company’s reasonable opinion casts the Company or the Aeternum Group in a negative light in relation to, the business of the Company. |
14. HEALTH, SAFETY AND TRAVEL RISK
| 14.1 | The Employee will comply with all applicable occupational health and safety requirements, both in South Africa and while on business trips in any foreign or international businesses, including any pre-deployment medical, security or safety briefings the Company requires. |
| 14.2 | The Employee will promptly report any workplace incident, illness or injury, whether occurring in South Africa or any foreign or international businesses in accordance with Company policy, to enable the Company (including under the arrangements referred to in clause 8.5) to respond appropriately. |
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15. CONFIDENTIALITY
| 15.1 | The Employee acknowledges that, in the course of his employment, he will have access to confidential and commercially sensitive information and trade secrets of the Company and the Aeternum Group, including technical, operational, financial, and commercial information relating to the Company’s and the Group’s business, including its foreign or international business operations. |
| 15.2 | The Employee undertakes that he will not, either during his employment (except in the proper performance of his duties) or after its termination, without limit of time, disclose or use any such confidential information or trade secrets for his own benefit or that of any third party, save where disclosure is required by law or authorised in writing by the Company. |
| 15.3 | This obligation does not apply to information that is or becomes part of the public domain other than through the Employee’s breach of this clause. |
16. INTELLECTUAL PROPERTY
| 16.1 | Any invention, process improvement, design, report, financial model, or other work of authorship created by the Employee in the course and scope of his employment, whether in South Africa or any foreign or international businesses, will belong to the Company, and the Employee assigns to the Company, to the extent necessary, all right, title and interest (including copyright) in and to any such work. |
| 16.2 | The Employee will, both during and after his employment, sign such documents and do such things as the Company may reasonably need to give effect to clause 16.1. |
17. TERMINATION
| 17.1 | The Company may summarily terminate this Agreement, without notice or payment in lieu of notice, if the Employee commits a serious breach of this Agreement, is guilty of serious or repeated misconduct, dishonesty, or gross negligence, or if his employment is otherwise lawfully terminated in accordance with the LRA and the Company’s disciplinary code, following a fair process. |
| 17.2 | The Company may terminate this Agreement on grounds of the Employee’s incapacity (ill health, injury, or poor performance) or the Company’s operational requirements, in each case in accordance with the LRA, the BCEA, and a fair process. |
| 17.3 | The Company may, at its sole discretion, pay the Employee an amount in lieu of some or all of the applicable notice period referred to in clause 17.4, calculated with reference to the Employee’s BEC (excluding the discretionary bonus referred to in clause 9 and the foreign or international business travel allowance referred to in clause 7, or the applicable allowance prescribed by SARS for travel to foreign or international businesses other than Nigeria, save to the extent required otherwise by law). |
| 17.4 | Should the Employee wish to resign from his employment, the Employee must serve two (2) months’ notice, unless waived by the Company due to the seniority of the position. |
| 17.5 | Should the Employee die during the term of this Agreement, this Agreement and the Employee’s employment will automatically terminate, and the Company’s obligations to the Employee’s estate will be limited to the Employee’s Accrued Benefits as at the date of death, together with any benefits payable in terms of the Company’s group risk benefits referred to in clause 8.4. |
| 17.6 | For the purposes of clause 17.2, incapacity arising from ill health or injury will be assessed with reference to whether the Employee is unable to perform his essential functions, with or without reasonable accommodation, for an aggregate of ninety (90) days or more within any twelve (12) consecutive months, such assessment to be made by an independent medical practitioner reasonably acceptable to both the Company and the Employee, in accordance with the applicable incapacity provisions of the LRA. |
| 17.7 | Should the Company (a) materially and unilaterally diminish the Employee’s duties, authority or reporting line as Chief Financial Officer; (b) materially reduce the Employee’s BEC or total guaranteed remuneration; or (c) materially breach this Agreement and fail to remedy such breach within thirty (30) days of receiving written notice from the Employee, the Employee may resign and will be treated, for the purposes of any severance or notice entitlement, as though his employment had been terminated by the Company without fault on his part. |
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| 17.8 | Should there be a Change of Control of the Company or the Aeternum Group (meaning the acquisition, directly or indirectly, of fifty percent (50%) or more of the shares, or a sale of all or substantially all of the assets, of the Company or the Group), the Employee may elect, within one hundred and eighty (180) days of such Change of Control, to resign and be treated as though clause 17.7 applied. |
| 17.9 | Any severance or continued remuneration payable to the Employee under this clause 17 will not be reduced or offset by any remuneration or benefit the Employee earns from alternative employment or other sources following termination, nor will the Employee be required to mitigate his loss by seeking alternative employment. |
18. RETURN OF COMPANY PROPERTY
| 18.1 | On termination of this Agreement for any reason, or earlier on request, the Employee will immediately return to the Company all property belonging to the Company or the Aeternum Group in his possession or under his control, including documents, data, equipment, access cards, and any other Company or Group property, whether held in South Africa or any foreign or international businesses. |
19. DATA PROTECTION
| 19.1 | The Company will process the Employee’s personal information, including special personal information such as health information relevant to his fitness to travel and work in any foreign or international businesses, in accordance with the Protection of Personal Information Act, 2013 (“POPIA”), for purposes reasonably connected with the administration of this Agreement and the employment relationship. |
| 19.2 | The Employee consents to the Company sharing relevant personal information with service providers (including medical aid, retirement fund, insurance and travel-risk providers, and the Company’s foreign or international business operations) strictly to the extent necessary for the purposes described in clause 19.1. |
20. GENERAL
| 20.1 | This Agreement, together with Annexure A and the Company’s policies referred to in it, constitutes the entire agreement between the parties relating to the Employee’s employment and supersedes any prior agreement, representation or understanding, whether written or oral. |
| 20.2 | No variation of this Agreement will be valid unless recorded in writing and signed by both parties. |
| 20.3 | This Agreement is governed by, and will be interpreted in accordance with, the laws of the Republic of South Africa, and the parties submit to the exclusive jurisdiction of the South African courts, without prejudice to any right the Company may have to enforce its rights in any foreign or international business, in relation to the Employee’s conduct while on site there. |
| 20.4 | During the term of this Agreement, the Company will, to the maximum extent permitted by South African law and the Company’s memorandum of incorporation, indemnify the Employee against liability incurred in the proper performance of his duties, and will maintain directors’ and officers’ liability insurance cover for the Employee on the same basis as it provides such cover to other senior employees of the Company, to the extent applicable to his role. |
| 20.5 | Should any dispute arise out of this Agreement and be referred to arbitration or the appropriate court or tribunal, the party substantially successful in such dispute will be entitled to recover its reasonable legal costs from the other party, unless that forum’s rules provide otherwise. |
| 20.6 | Each
party warrants to the other that it or he has the necessary power and authority to enter
into and perform its or his obligations under this Agreement, and that doing so will not
conflict with any other agreement to which it or he is a party. |
| 20.7 | Any notice required or permitted to be given under this Agreement will be in writing and will be deemed to have been received when delivered by hand, or three (3) business days after being sent by registered post, to the addresses of the parties recorded in this Agreement or such other address as either party may notify to the other from time to time. |
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SIGNATURE
Signed on behalf of the Company:
| /s/ Josua Oosthuizen | ||
| Name: | Josua Oosthuizen | |
| Designation: | Chief Executive Officer | |
| Date: | 21 August 2026 |
Signed by the Employee:
| /s/ Pieter Scholtz | |
| Pieter Scholtz |
| Date: | 21 August 2026 |
In the presence of:
| Witness |
| Date: |
| AETERNUM RESOURCES | Contract of Employment - Pieter Scholtz | Page 10 of 12 |
ANNEXURE A
REMUNERATION AND BENEFITS
1. Basic Employment Cost
| 1.1 | The Employee’s monthly Basic Employment Cost (BEC) is R 220,000, payable monthly in arrears, less statutory deductions as set out in clause 6.3 of the Agreement and the risk benefit cover contributions described below. |
| 1.2 | The BEC includes the cost of the risk benefits described in item 5 below. It does not include, and the Company does not fund or deduct, any medical aid or retirement fund contribution — these are the Employee’s own responsibility, funded from his net (after-tax) salary, as described in items 3 and 4 below. |
2. Foreign or International Business Travel Allowance
| 2.1 | USD 242.00 per night spent in Nigeria, or applicable SARS rate for other foreign or international businesses, paid in addition to and separately from the BEC, as set out in clause 7 of the Agreement. |
3. Medical Aid (self-funded, from net salary)
| 3.1 | The Company does not provide, select, or contribute towards a medical aid scheme for the Employee. The Employee is responsible for arranging his own medical aid cover, appropriate to his needs. |
| 3.2 | The Employee’s medical aid contribution is funded entirely from his net (after-tax) salary, by way of a debit order or other payment arrangement made directly by the Employee with his chosen scheme. No medical aid contribution is deducted by the Company or forms part of the BEC. |
4. Retirement Provision (self-funded, from net salary)
| 4.1 | The Company does not provide, select, or contribute towards a retirement fund for the Employee. Retirement provision (for example, a retirement annuity or preservation fund) is entirely the Employee’s own choice and responsibility. |
| 4.2 | Should the Employee choose to make retirement provision; this must be funded entirely from his net (after-tax) salary. No retirement contribution is deducted by the Company or forms part of the BEC. |
| 4.3 | Should the Employee elect to contribute to a retirement vehicle; he is responsible for selecting a fund and investment portfolio suited to his own risk profile and objectives. |
5. Risk Benefits (Company-funded, included in BEC)
| 5.1 | The Employee will be covered, and included within the R 220,000 BEC, by such group life, disability and funeral risk benefits as the Company makes available to employees in his category from time to time in accordance with the rules of the applicable scheme(s). |
6. Foreign or International Business Travel Risk Cover (Company-funded)
| 6.1 | For so long as the Employee is required to undertake business trips to or work in foreign or international businesses, the Company will provide, at its own cost: |
| ● | 24-hour accident and medical evacuation cover while travelling to, from, and within the foreign or international businesses for work purposes; and |
| ● | on-site medical assistance at the foreign or international business operations, |
| ● | security where required |
| ● | travel insurance |
| 6.2 | In each case in accordance with the Company’s international travel risk and duty-of-care policy as amended from time to time. This cover is funded from the Employee’s BEC. |
7. Performance Bonus
| 7.1 | Participation in any discretionary performance bonus scheme, and the quantum of any bonus paid, is entirely at the Company’s discretion and depends on both overall business performance and the Employee’s individual performance, as set out in clause 9 of the Agreement. No bonus is guaranteed. |
8. Annual Leave
| 8.1 | 20 (twenty) working days per completed annual leave cycle, with accumulation and encashment of excess leave as set out in clause 10 of the Agreement. |
9. Statutory Deductions
| 9.1 | PAYE (employees’ tax), the Employee’s UIF contribution, and any other deduction the Company is required by law to make, will be deducted from the Employee’s BEC each month. |
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ANNEXURE B
REQUIRED SUPPORTING DOCUMENTS
Before the Commencement Date, or such later date as the Company may allow, the Employee must provide the Company with certified copies (certified within the preceding 3 months by a Commissioner of Oaths or other person authorised to certify documents) of each of the following:
| ● | Degree Certificate / relevant professional qualification(s) |
| ● | Certificate of membership/registration with the relevant professional body (e.g. SAICA, CIMA, or equivalent), if applicable |
| ● | Any other qualification certificate(s) relevant to the position |
| ● | Identity Document |
| ● | Passport (valid, with at least 6 months validity remaining, given the Employee’s business travel to foreign or international businesses) |
| ● | Proof of current medical aid membership |
The Company reserves the right to verify any document provided under this Annexure B, and to withdraw or terminate this offer of employment, or the Employee’s employment, if any document proves to be false, misleading, or is not provided within a reasonable time.
| AETERNUM RESOURCES | Contract of Employment - Pieter Scholtz | Page 12 of 12 |
Exhibit 99.1
Aeternum Health Announces Change in Strategy, New Management, and Updates Investors on Progress
| ● | Aeternum Health will change its name to Aeternum Resources and seeks to become a Strategic Supplier of Critical Materials. |
| ● | Appoints Paul Mann as President and Executive Chairman and Josua Oosthuizen as Chief Executive Officer. |
| ● | Raised over $4 million in financing to accelerate the progress on a tin and niobium mine in Nigeria, which is expected to enter commercial production during 1H 2027. |
| ● | Long lead-time items have been secured, access road constructed, geological surveys successfully conducted and critical infrastructure installed to accelerate initial production. |
CITY – August 4, 2026 — Aeternum Health (OTC: AETN) (“Company”), today announced a change in strategy, new management and provides investors with an update on corporate progress.
Change in Name and Strategy
The Company and its shareholders have decided to change the name and the strategic focus of the Company. The Company, which will now be called Aeternum Resources, Inc., seeks to become a highly strategic supplier of critical minerals with several strategic partnerships identified. The Company will focus on supplying customers in the United States to ensure that US customers have access to the critical materials they require.
The U.S. Energy Act of 2020 defines a “critical material” as:
| ● | Any non-fuel mineral, element, substance, or material that the Secretary of Energy determines: (i) has a high risk of supply chain disruption; and (ii) serves an essential function in one or more energy technologies, including technologies that produce, transmit, store, and conserve energy; or | |
| ● | Any mineral, element, substance, or material designated as critical by the Secretary of the Interior, acting through the director of the U.S. Geological Survey. |
Critical minerals include elements such as cerium, praseodymium, neodymium, gadolinium, tin, tungsten and lithium.
The U.S. is highly reliant on foreign imports of critical minerals. Potential supply disruptions could pose potentially significant risks to national security and economic stability, as many of these minerals are crucial for defense and clean energy technologies. The reliance on foreign owned entities for critical minerals has become an increasing concern for many western countries including the United States.
“The future of mining is not about mining more, but about mining resources with traceable, non-Chinese, conflict-free zones, with a bankable chain-of-custody”, said Josua Oosthuizen, newly appointed Chief Executive Officer of Aeternum Resources. “Speed to market is also critical because in the United States industries require the security of critical materials now, not in 10-years’ time”.
Appointment of New Management
Effective July 31, 2026, Paul E. Mann will become President and Executive Chairman of the Company. Mr. Mann has a 25-year career as an investor and entrepreneur. He is currently the Founder and Executive Chairman and Chief Executive Officer of ASP Isotopes Inc. (NASDAQ: ASPI) and Chairman of Quantum Leap Energy, a wholly owned subsidiary of ASPI. Prior to becoming Executive Chairman of ASPI, he was the Chief Executive Officer of ASPI, during which time he built the company to a greater than $500 million market cap company which now employs over 400 people globally, has constructed three isotope enrichment facilities in Africa, a helium liquification facility and entered into multiple supply agreements with global companies for the supply of isotopes that will enable next generation semiconductors, healthcare and nuclear energy. He has spent more than 15 years as an investor working at institutions including Morgan Stanley, Soros Fund Management and Highbridge Capital Management. He is a U.K. citizen and graduated from Cambridge University with an MA and an MEng in Chemical Engineering, and he is a CFA Charterholder.
Effective July 31, 2026, Josua Oosthuizen will become Chief Executive Officer of the Company. Mr. Oosthuizen is an engineer and entrepreneur with an 18-year career in capital project development and execution, mineral processing, and building businesses in the mining sector. He began his career at Metso Minerals, managing the design and delivery of mineral-processing projects, and spent nearly ten years at DRA Global leading multidisciplinary teams through feasibility studies, engineering, procurement and construction, working on projects across South Africa, Namibia, Ghana and Mali. He subsequently co-founded and led a specialist chemical engineering consultancy serving clients in the mining and isotope-enrichment industries and served as a senior business unit leader at NASDAQ-listed ASP Isotopes Inc., where he was responsible for the end-to-end delivery of an isotope-enrichment facility in South Africa. As Chief Executive Officer of Aeternum Resources, he is responsible for executing the Company’s strategy and leading the development of its Nigerian critical-minerals project. He is a South African citizen and graduated from the University of Pretoria with a Bachelor of Engineering in Industrial Engineering and from Stellenbosch University with a Master of Business Administration, and he is a certified Project Management Professional.
$4 million in Capital Raised
To develop the first critical material opportunity, the Company has raised over $4 million in financing from Mr. Mann. This is in the form of a promissory note owing to Mr. Mann and wholly owned entities related to Mr. Mann.
First Critical Mineral Asset
The Company has spent the last six months developing a mining opportunity in Nigeria that will focus on the production of tin, niobium and tantalum. The United States is reliant on overseas suppliers of all three critical materials with a net import reliance of 75% for tin, and 100% for niobium and tantalum.
Tin is principally used for soldering in electronic applications with an emerging use case in batteries and solar. With the current growth in electronic applications, driven by artificial intelligence and data centers, demand is significantly outstripping supply. Industry commentators forecast a continued tightening with a structural deficit beyond 2030. During the past five years, prices have risen from a mid-cycle price of approximately $30,000/ton to above $50,000/ton. China is responsible for approximately 45% of refined tin. The United States sole source of domestic tin production is derived from recycling used material rather than the mining of virgin material.
The primary application of niobium is for the production of HSLA steel and superalloys for jet engines and high-strength applications. There is an emerging use in battery applications with Nb-anode fast charge batteries.
Tantalum’s main application is in capacitors and electronics and superalloys that are used in the aerospace industry and in defense applications.
These mineral resources are contained within the Jos Plateau alluvial deposit in Nigeria.
Phase 1, which is anticipated to take until February 2027, will consist of the construction of a processing plant for the production of tin, niobium, tantalum, zircon and Ilmenite, exploring the initial 30 Ha mining area and the start of commercial production. Much of the past six months has been spent securing long lead time items, installing infrastructure, the construction of an access road, multiple geological surveys and recruiting an appropriate expat and local workforce.
The manufacture of the gravity separation processing plant was completed during 2Q 2026. The plant is expected to have a processing capability of approximately 90 metric tonnes per hour, or approximately 500,000 metric tonnes per year when annualized. The plant is currently in the process of being shipped from South Africa to Nigeria and is expected to complete installation at the mine during 4Q 2026
Additional Corporate Matters
The Company’s board of directors has recommended, and the Company’s shareholders have approved, an increase in the number of authorized shares to 500,000,000 shares of common stock, $0.01 par value per share and 10,000,000 shares of blank check preferred stock, par value $0.01 per share.
The Company has exchanged $1,500,000 of debt for 75,000,000 shares of common stock. The shares were valued at $0.02, which is identical to the value of the shares issued during the recent sales of unregistered securities during Q1 2026.
The Company’s board of directors also has recommended, and the Company’s shareholders have approved, a 1:20 reverse stock split. The effective date of this reverse stock split shall be upon the later of (i) the announcement of the reverse split in the Daily List by the Financial Industry Regulatory Authority (FINRA) of such corporate action or (ii) the date which is at least 20 days after the date on which the Corporation’s definitive Information Statement is first mailed to its stockholders of record (the “Effective Time”). At the Effective Time, each 20 shares of Common Stock of the Corporation issued and outstanding immediately prior to the Effective Time shall automatically be combined and converted, without any action on the part of the holder thereof, into one (1) share of fully paid and nonassessable Common Stock of the Corporation (the “Reverse Stock Split”). This Reverse Stock Split shall be effected on a certificate-by-certificate basis, and no fractional shares shall be issued as a result of this Reverse Stock Split. In lieu thereof, the Corporation shall round up in the event a stockholder would be entitled to receive less than one (1) share of Common Stock as a result of the Reverse Split.
ABOUT AEATERNUM RESOURCES INC.
Aeternum Resources Inc. (OTC: AETN) seeks to become a highly strategic supplier of critical minerals. Its first resource is a mine located in the Jos Plateau in Nigeria that will focus on the production of tin, niobium, tantalum and other metals.
Led by a management team with a track record of designing, building and commissioning mineral-processing plants in Africa, and supported by independent geological and metallurgical consultants, Aeternum Resources’ goal is to develop multiple assets globally and create a diversified revenue stream from several critical minerals
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements that are subject to various risks and uncertainties. These forward-looking statements include statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential,” or other similar expressions. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results. Such factors include, among others, risks relating to the timing and ability of the Company to obtain and the timing of the approval of relevant regulatory bodies, if at all; risks relating to property interests; risks related to access to the project; risks inherent in mineral exploration, including the fact that any particular phase of exploration may be unsuccessful; the availability of contractors; geo-political risks; the global economic climate; metal prices; environmental risks; political risks; and community and non-governmental actions. Further to this, geological similarities or characteristics are not guarantees or certainties of successful exploration. Neither the Company nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking statements. The Company does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law. The Company encourage readers to review the “Risk Factors” in our Form 8-K filed July 7, 2026, and other filings with the Securities and Exchange Commission for a comprehensive understanding.
For more information, please contact:
Aeternum Resources Inc.
Investor Relations Department
Email: [email protected]