UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
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Item 1.01 Entry into a Material Definitive Agreement
On May 13, 2026, Evolution Metals LLC, (“EM LLC”), a wholly owned subsidiary of Evolution Metals & Technologies Corp. (the “Company”), entered into eight separate equipment supply contracts (collectively, the “Contracts” and each a “Contract”) with ULVAC Korea, Ltd. (“ULVAC Korea”) for the purchase of vacuum induction melting furnaces and continuous vacuum sintering furnaces. The equipment is intended for use in the Company’s rare earth metal and rare earth permanent magnet production operations. A summary of the equipment to be supplied under the eight Contracts is set forth below:
| Contract No. | Equipment | Quantity | ||
| W20260330-001-01 | Vacuum Induction Melting Furnace (600 kg) — Magcaster-600C, with Karayaki-ro, Recovering Container Turning Device and Furnace Lining Turning Device | 2 sets | ||
| W20260330-003-01 | Vacuum Induction Melting Furnace (600 kg) — Magcaster-600C | 2 sets | ||
| W20260330-004-01 | Vacuum Induction Melting Furnace (50 kg) — FVI-50-SC | 2 sets | ||
| W20260330-005-01 | Continuous Vacuum Sintering Furnace — FSC-6150C-8 | 2 sets | ||
| W20260330-006-01 | Continuous Vacuum Sintering Furnace — FHH-6150C-6 | 2 sets | ||
| W20260330-007-01 | Vacuum Induction Melting Furnace (600 kg) — Magcaster-600C/A, with Karayaki-ro, Recovering Container Turning Device and Furnace Lining Turning Device | 1 set | ||
| W20260330-008-01 | Vacuum Induction Melting Furnace (600 kg) — Magcaster-600C/A | 1 set | ||
| W20260330-009-01 | Vacuum Induction Melting Furnace (50 kg) — FVI-50-SC/A | 1 set |
Material Terms
Delivery. Delivery is to be made on a DDP buyer final destination basis (Republic of Korea) no later than November 30, 2026. Delivery is to occur prior to completion of full installation and commissioning at the buyer’s site.
Payment Structure. Each Contract provides for payment in four installments tied to project milestones: a first installment due in May or July 2026; a second installment due in July or August 2026; a third installment due within five (5) days of shipment ex Dalian; and a final installment due within thirty (30) days of arrival at destination.
Performance Bond and Cargo Insurance. ULVAC Korea is required to procure, and to submit to EM LLC within twenty-four (24) hours after execution of each Contract, a performance guarantee insurance policy issued by Seoul Guarantee Insurance Co., Ltd. covering ULVAC Korea’s delivery obligations. ULVAC Korea is also required, at its sole cost, to procure and maintain comprehensive inland, transit and marine cargo insurance covering the equipment from its facility through final delivery in the Republic of Korea.
1
Acceptance, Warranty and Late-Delivery Remedies. Shipment of the equipment is conditioned upon successful completion of a Factory Acceptance Test (FAT) in the presence of EM LLC and mutual agreement on the On-site Installation Inspection Test Plan (ITP). ULVAC Korea will deliver technical specifications, acceptance criteria, equipment drawings, testing reports and the ITP prior to or during the FAT. ULVAC Korea provides a one (1) year warranty on the equipment, running from completion of full commissioning and commencement of normal operation at the buyer’s site. Late delivery (other than as a result of force majeure) is subject to a daily late-delivery penalty payable by ULVAC Korea, subject to a cap.
Cancellation, Force Majeure and Governing Law. EM LLC has the right to terminate any Contract for its convenience at any time prior to delivery upon written notice, subject to a tiered cancellation charge that scales with the number of weeks between ULVAC Korea’s receipt of advance payment and the date of cancellation. Either party may terminate a Contract if a force majeure event continues for more than four (4) weeks. The Contracts are governed by the laws of the Republic of Korea, with disputes settled by arbitration in the Republic of Korea before the Korean Commercial Arbitration Board; the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
Relationship. ULVAC Korea is not a related party to the Company or EM LLC. The Contracts were negotiated on arm’s-length terms.
The foregoing description of the Contracts does not purport to be complete and is qualified in its entirety by reference to the full text of the Contracts, which are filed as Exhibits 10.1 through 10.8, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On May 14, 2026, the Company issued a press release announcing the Company’s entering into the Contracts with ULVAC Korea for the purchase of certain equipment as discussed above. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for 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 into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the future financial or operating performance of EMAT and may include, without limitation, statements regarding EMAT’s strategy, business plans, growth opportunities, projected financial information, expected production capacities, anticipated market demand, regulatory developments, and other future events or conditions. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential,” “plan,” “project,” “target,” “forecast,” or the negatives of these terms or variations of them or similar terminology. These forward-looking statements are based on management’s current expectations and assumptions and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, EMAT’s ability to execute its business plan, obtain financing, construct and scale facilities, secure feedstock and offtake agreements, obtain necessary permits and regulatory approvals, manage supply chain disruptions, respond to competitive pressures, address geopolitical and macroeconomic risks, and other risks described in EMAT’s filings with the U.S. Securities and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date they are made. EMAT undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| # | Certain confidential portions (indicated by brackets and asterisks) of this exhibit have been omitted |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 14, 2026
| Evolution Metals & Technologies Corp. | ||
| By: | /s/ Christopher Clower | |
| Name: | Christopher Clower | |
| Title: | Chief Financial Officer and Chief Operating Officer | |
4
Exhibit 10.1
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
CONTRACT
계약서
CONTRACT No.: W20260330-001-01
계약번호: W20260330-001-01
DATE: May,13th,2026
계약체결일: 2026년 5월 13일
THE BUYER: EVOLUTION METALS LLC
(Wholly owned subsidiary of Evolutions Metals & Technologies Corp)
NASDAQ: EMAT
06651 Office 2F A01, 39, Banpo-daero 22-gil, Seocho-gu, Seoul, Republic of Korea
TEL:+82+(0)42-863-9913
매수인: 에볼루션메탈스 유한회사(EM LLC)
(에볼루션 메탈스 엔드 테크놀로지 코포레이션의 100% 자회사)
나스닥: EMAT
서울특별시 서초구 반포대로22길 39, 2층 에이01호(서초동, 우신1549빌딩)
전화번호: +82+(0)42-863-9913
THE SELLER: ULVAC KOREA, Ltd.
5, Hansan-gil, Cheongbuk-eup, Pyeongtaek-si, Gyeonggi-Do, Korea 17792
TEL:+82-31-683-2922
매도인: 한국알박 주식회사(韓國알박 株式會社)
경기도 평택시 청북읍 한산길 5
전화번호: +82-31-683-2922
This Contract is made by and between the Buyer and the Seller; whereby the Buyer agrees to purchase, and the Seller agrees to sell the products (the “Products”) described below on the terms and conditions stipulated below:
본 계약은 매수인과 매도인 간에 체결되었고, 매수인은 아래에 기재된 물품(이하 “물품”)을 매수하고 매도인은 이를 판매하기로 하며, 그 조건은 이하에 규정된 내용에 따른다.
| No. | PRODUCTS AND SPECIFICATIONS | QUANTITY | UNIT PRICE | TOTAL PRICE | |||
| 1 |
Vacuum Induction Melting Furnace (600kg) Model : Magcaster-600C |
2 sets | KRW [**********] | KRW [***********] | |||
| Include Accessories as below: Karayaki-ro, |
|||||||
| Recovering Container Turning Device | |||||||
| Furnace Lining Turning Device | |||||||
| TOTAL KRW [*********] | |||||||
| ※ Include DDP Buyer destination Korea. | |||||||
| TOTAL CONTRACT PRICE: [***************************] KRW Only | |||||||
Page 1 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 순번 | 물품 품명 및 사양 | 수량 | 단가 | 총액 | |||
| 1 | 진공 유도 용해로 (600kg) 모델명: Magcaster-600C |
2세트 | [***********]원 | [*********]원 | |||
|
아래 부속품 포함: Karayaki-ro |
|||||||
|
회수 용기 회전 장치 (Recovering Container Turning Device) |
|||||||
|
용해로 라이닝 회전 장치 (Furnace Lining Turning Device) |
|||||||
| 총액 [************]원 | |||||||
| ※ 본 가격은 매수인 지정 대한민국 DDP조건 | |||||||
|
총 계약금액: 금 [************************************] 정
| |||||||
*Above furnace will be located in Republic of Korea.
上記装置の仕向国:韓国
상기 용해로의 수출 목적지는 대한민국임.
| 1) | Delivery term |
The Seller shall be solely responsible for, and shall bear all costs associated with obtaining the required Export License (EL) within thirty (30) days of the execution of this Contract. Following confirmation of the order and the EL, the Seller shall deliver the products on a DDP buyer final destination basis by no later than November 30, 2026. Such delivery shall be made prior to completion of full installation and commissioning.
| 2) | Port of shipment |
International seaport
| 3) | Packing |
To be packed in new strong wooden cases/carton suitable for long distance sea transportation and well protected against dampness, moisture, shock, rust and other perils of international ocean shipment.
| 4) | Insurance(to final destination point in Korea) |
The Seller shall, at its sole cost and expense, procure and maintain comprehensive inland, transit and marine cargo insurance covering the Products from the Seller’s facility through to final delivery.
| 5) | Performance Bond Insurance |
The Seller shall, at the Buyer’s request, provide a performance guarantee insurance policy (from Seoul Guarantee Insurance Co., Ltd.) with an insured amount equivalent to the contract price to guarantee the delivery of the products under this Contract.
The insurance shall cover the scenario which the Seller fails to deliver the products notwithstanding the Buyer’s full payment of the contract price. The Seller shall submit the insurance policy to the Buyer without delay after taking out the insurance no later than twenty-four (24) hours from the date of the Contract.
Page 2 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 6) | Terms of Payment |
| A) | First Payment: | KRW [********] on May 14, 2026. | |
| B) | Second Payment: | KRW [********] on July 30, 2026. | |
| C) | Third Payment: | KRW [********] within 5 days from shipment. | |
| D) | Final Payment: | KRW [********] within 30 days from destination arrival. |
| 7) | Shipping Documents |
| A) | Commercial invoice |
| B) | Packing List |
| 8) | Inspection and Delivery Management |
| A) | The Seller shall conduct equipment verification based on the content specified in the acceptance method attached as an appendix to this Contract, and perform FAT (Factory Acceptance Test) with the Buyer present. |
| B) | The Seller shall submit the following documents prior to or during the FAT: |
| ・ | Technical specifications |
| ・ | Acceptance criteria |
| ・ | Equipment drawings and general arrangement drawings |
| ・ | Testing report based on Acceptance method |
| ・ | On-site installation Inspection Test Plan (ITP) |
| C) | The On-site ITP and the delivery schedule under Free On Board (FOB) terms shall be determined through mutual consultation. Shipment shall not be carried out without such agreement. |
| D) | If the above documents are not submitted or approved, the Buyer may postpone shipment and payment schedule or deem the FAT unsuccessful. |
| 9) | Warranty |
The Products shall be free of defects. Troubles imputable to defect in material or workmanship during normal operation or handling within one year from the date of completion of full commissioning and commencement of normal operation at the Buyer’s site shall be promptly corrected by ULVAC free of charge.
This warranty, however, does not cover consumables, such as O-rings, pump oils, tester, etc. ULVAC is not liable for any secondary or consequential damages, namely compensation for product loss or opportunity loss by trouble of this system.
The Seller has good and marketable title to the Products, free and clear of all security interests, lien and encumbrances. Seller has, or will have, all valid authorization, consent, orders, filing and registration necessary to effectuate and perform the terms of this Contract.
Page 3 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 10) | Force Majeure |
The Seller shall not be held responsible for delay in shipment or non-delivery of the Contract Products solely to the extent caused by war, fire, flood, typhoon or earthquake (a “Force Majeure Event”), provided that such Force Majeure Event is objectively beyond the reasonable control of the Seller, could not have been reasonably foreseen or prevented, and cannot be overcome by the Seller’s commercially reasonable efforts to mitigate the effect of such Events. The Seller shall advise the Buyer in writing immediately of a Force Majeure Event and within 14 days thereafter, the Seller shall send by air mail or e-mail to the Buyer a declaration letter issued by a competent government authority verifying such event. The delay caused by the Force Majeure event would not constitute a delivery delay. However, under such circumstances the Seller is still under the obligation to take all necessary measures to hasten the delivery of the Products. If a Force Majeure Event lasts for more than four weeks,the Buyers shall have the right to cancel this Contract upon written notice and in such event, no penalty shall be claimed by either party against the other and any advanced payment by the Buyer shall be fully returned to the Buyer via wire transfer within five (5) business days of such cancellation.
| 11) | Cancellation Clause |
The Buyer shall have absolute right to terminate this Contract for its convenience, for any reason or no reason at any time prior to delivery upon written notice. The proportion of the cancellation charge of the contract shall be stipulated below.
|
Weeks from the date of receiving the advanced payment to the date of cancellation 支払い受取日からキャンセル期日までの期間 지급수취일로부터계약 해지일까지의 기간(단위: 주) |
Percentage of total contract value 契約合計金額の割合 총 계약금액 대비 비율 |
|
1~4 weeks 1~4주 |
20% |
|
5~16 weeks 5~16주 |
60%
|
|
17 weeks and over 17주 이상 |
100% |
| 12) | Time is of the Essence |
All acts to be performed under this Contract shall be performed timely, and each applicable provision shall be construed with time being of the essence and timely performance constituting a material term of this Contract.
| 13) | Penalty |
Should the Seller fail to make delivery on time as stipulated in the Contract, with the exception of Force Majeure Events causes specified in Clause 10 of this Contract, the Buyer may in its sole discretion elect to postpone the delivery date as stipulated on Clause 1 on the condition that the Seller pays a penalty which shall be deducted by total contract value or any outstanding payments. The penalty rate is charged at 0.3% every day. The penalty, however, shall not exceed 10% of the total value of the Products involved in the delayed delivery.
| 14) | Governing Law and Arbitration |
This Agreement shall be governed by laws of Republic of Korea without reference to conflict of laws principles. All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement shall be finally settled by arbitration in Republic of Korea in accordance with the Commercial Arbitration Rules of The Korean Commercial Arbitration Board.
The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, or any Individual Agreements or any transactions contemplated thereby.
Page 4 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 15) | Other terms |
A. Controlling Language. This Contract is prepared in Korean. In the event of any conflict or inconsistency between the Korean language and the English or Japanese languages provided herein, the Korean language shall naturally and unconditionally prevail and take precedence in all respects.
B. No Waiver. Any waiver by a party of any provision of this Contract shall not operate as or be construed to be a waiver of any other provision of this Contract. The failure of a party to insist upon strict adherence to any term of this Contract on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Contract. No provision of this Contract may be waived or amended other than by a written agreement signed by the parties to this Contract. No custom or practice of the parties at variance with the terms hereof shall constitute a waiver by any party of its right to exercise any right, power or remedy available to it hereunder or any other right, power or remedy or to demand strict compliance with the terms of this Contract.
C. Amendments or Modification. Any amendment or modification of this Contract shall be in writing signed by the Buyer and Seller.
| 16) | Contract Document |
The contract is made in two original copies, one to be held by the Seller and another to be held by the Buyer.
| 17) | Appendix |
Appendix 1 : Technical Specification
Appendix 2 : Acceptance inspection Criteria
Appendix 3 : END-USE CERTIFICATE
| The Buyer | The Seller | |
| EM LLC | ULVAC Korea Ltd | |
| (Wholly owned subsidiary of EMAT) | ||
| /s/ Frank S.J Moon | /s/ Sung Soo Choi | |
| Representative Name: Frank S.J Moon | Representative Name: Sung Soo Choi | |
| Title: C.E.O | Title: C.E.O | |
| Date: May 13, 2026 | Date: May 13, 2026 |
Page 5 / 5
Exhibit 10.2
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
CONTRACT
계약서
CONTRACT No.: W20260330-003-01
계약번호: W20260330-003-01
DATE: May,13th,2026
계약체결일: 2026년 5월 13일
THE BUYER: EVOLUTION METALS LLC
(Wholly owned subsidiary of Evolutions Metals & Technologies Corp)
NASDAQ: EMAT
06651 Office 2F A01, 39, Banpo-daero 22-gil, Seocho-gu, Seoul, Republic of Korea
TEL:+82+(0)42-863-9913
매수인: 에볼루션메탈스 유한회사(EM LLC)
(에볼루션 메탈스 엔드 테크놀로지 코포레이션의 100% 자회사)
나스닥: EMAT
서울특별시 서초구 반포대로22길 39, 2층 에이01호(서초동, 우신1549빌딩)
전화번호: +82+(0)42-863-9913
THE SELLER: ULVAC KOREA, Ltd.
5, Hansan-gil, Cheongbuk-eup, Pyeongtaek-si, Gyeonggi-Do, Korea 17792
TEL:+82-31-683-2922
매도인: 한국알박 주식회사(韓國알박 株式會社)
경기도 평택시 청북읍 한산길 5
전화번호: +82-31-683-2922
This Contract is made by and between the Buyer and the Seller; whereby the Buyer agrees to purchase, and the Seller agrees to sell the products (the “Products”) described below on the terms and conditions stipulated below:
본 계약은 매수인과 매도인 간에 체결되었고, 매수인은 아래에 기재된 물품(이하 “물품”)을 매수하고 매도인은 이를 판매하기로 하며, 그 조건은 이하에 규정된 내용에 따른다.
| No. | PRODUCTS AND SPECIFICATIONS | QUANTITY | UNIT PRICE | TOTAL PRICE | |||
| 1 |
Vacuum Induction Melting Furnace (600kg) Model : Magcaster-600C |
2 sets | KRW [*********] | KRW [**********] | |||
| TOTAL | KRW [**********] | ||||||
| ※ Include DDP Buyer destination Korea. | |||||||
| TOTAL CONTRACT PRICE: [************************] KRW Only | |||||||
Page 1 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 순번 | 물품 품명 및 사양 | 수량 | 단가 | 총액 | |||
| 1 | 진공 유도 용해로 (600kg) 모델명: Magcaster-600C |
2세트 | [**********]원 | [**********]원 | |||
| 총액 | [************]원 | ||||||
| ※ 본 가격은 매수인 지정 대한민국 DDP조건 | |||||||
|
총 계약금액: 금 [************************************] 정
| |||||||
*Above furnace will be located in Republic of Korea.
上記装置の仕向国:韓国
상기 용해로의 수출 목적지는 대한민국임.
| 1) | Delivery term |
The Seller shall be solely responsible for, and shall bear all costs associated with obtaining the required Export License (EL) within thirty (30) days of the execution of this Contract. Following confirmation of the order and the EL, the Seller shall deliver the products on a DDP buyer final destination basis by no later than November 30, 2026. Such delivery shall be made prior to completion of full installation and commissioning.
| 2) | Port of shipment |
International seaport
| 3) | Packing |
To be packed in new strong wooden cases/carton suitable for long distance sea transportation and well protected against dampness, moisture, shock, rust and other perils of international ocean shipment.
| 4) | Insurance(to final destination point in Korea) |
The Seller shall, at its sole cost and expense, procure and maintain comprehensive inland, transit and marine cargo insurance covering the Products from the Seller’s facility through to final delivery.
| 5) | Performance Bond Insurance |
The Seller shall, at the Buyer’s request, provide a performance guarantee insurance policy (from Seoul Guarantee Insurance Co., Ltd.) with an insured amount equivalent to the contract price to guarantee the delivery of the products under this Contract.
The insurance shall cover the scenario which the Seller fails to deliver the products notwithstanding the Buyer’s full payment of the contract price. The Seller shall submit the insurance policy to the Buyer without delay after taking out the insurance no later than twenty-four (24) hours from the date of the Contract.
Page 2 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 6) | Terms of Payment |
| A) | First Payment: | KRW [********] on May 14, 2026. | |
| B) | Second Payment: | KRW [**********] on July 30, 2026. | |
| C) | Third Payment: | KRW [**********] within 5 days from shipment. | |
| D) | Final Payment: | KRW [**********] within 30 days from destination arrival. |
| 7) | Shipping Documents |
| A) | Commercial invoice |
| B) | Packing List |
| 8) | Inspection and Delivery Management |
| A) | The Seller shall conduct equipment verification based on the content specified in the acceptance method attached as an appendix to this Contract, and perform FAT (Factory Acceptance Test) with the Buyer present. |
| B) | The Seller shall submit the following documents prior to or during the FAT: |
| ・ | Technical specifications |
| ・ | Acceptance criteria |
| ・ | Equipment drawings and general arrangement drawings |
| ・ | Testing report based on Acceptance method |
| ・ | On-site installation Inspection Test Plan (ITP) |
| C) | The On-site ITP and the delivery schedule under Free On Board (FOB) terms shall be determined through mutual consultation. Shipment shall not be carried out without such agreement. |
| D) | If the above documents are not submitted or approved, the Buyer may postpone shipment and payment schedule or deem the FAT unsuccessful. |
| 9) | Warranty |
The Products shall be free of defects. Troubles imputable to defect in material or workmanship during normal operation or handling within one year from the date of completion of full commissioning and commencement of normal operation at the Buyer’s site shall be promptly corrected by ULVAC free of charge.
This warranty, however, does not cover consumables, such as O-rings, pump oils, tester, etc. ULVAC is not liable for any secondary or consequential damages, namely compensation for product loss or opportunity loss by trouble of this system.
The Seller has good and marketable title to the Products, free and clear of all security interests, lien and encumbrances. Seller has, or will have, all valid authorization, consent, orders, filing and registration necessary to effectuate and perform the terms of this Contract.
Page 3 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 10) | Force Majeure |
The Seller shall not be held responsible for delay in shipment or non-delivery of the Contract Products solely to the extent caused by war, fire, flood, typhoon or earthquake (a “Force Majeure Event”), provided that such Force Majeure Event is objectively beyond the reasonable control of the Seller, could not have been reasonably foreseen or prevented, and cannot be overcome by the Seller’s commercially reasonable efforts to mitigate the effect of such Events. The Seller shall advise the Buyer in writing immediately of a Force Majeure Event and within 14 days thereafter, the Seller shall send by air mail or e-mail to the Buyer a declaration letter issued by a competent government authority verifying such event. The delay caused by the Force Majeure event would not constitute a delivery delay. However, under such circumstances the Seller is still under the obligation to take all necessary measures to hasten the delivery of the Products. If a Force Majeure Event lasts for more than four weeks,the Buyers shall have the right to cancel this Contract upon written notice and in such event, no penalty shall be claimed by either party against the other and any advanced payment by the Buyer shall be fully returned to the Buyer via wire transfer within five (5) business days of such cancellation.
| 11) | Cancellation Clause |
The Buyer shall have absolute right to terminate this Contract for its convenience, for any reason or no reason at any time prior to delivery upon written notice. The proportion of the cancellation charge of the contract shall be stipulated below.
|
Weeks from the date of receiving the advanced payment to the date of cancellation 支払い受取日からキャンセル期日までの期間 지급수취일로부터계약 해지일까지의 기간(단위: 주) |
Percentage of total contract value 契約合計金額の割合 총 계약금액 대비 비율 |
|
1~4 weeks 1~4주 |
20% |
|
5~16 weeks 5~16주 |
60%
|
|
17 weeks and over 17주 이상 |
100% |
| 12) | Time is of the Essence |
All acts to be performed under this Contract shall be performed timely, and each applicable provision shall be construed with time being of the essence and timely performance constituting a material term of this Contract.
| 13) | Penalty |
Should the Seller fail to make delivery on time as stipulated in the Contract, with the exception of Force Majeure Events causes specified in Clause 10 of this Contract, the Buyer may in its sole discretion elect to postpone the delivery date as stipulated on Clause 1 on the condition that the Seller pays a penalty which shall be deducted by total contract value or any outstanding payments. The penalty rate is charged at 0.3% every day. The penalty, however, shall not exceed 10% of the total value of the Products involved in the delayed delivery.
| 14) | Governing Law and Arbitration |
This Agreement shall be governed by laws of Republic of Korea without reference to conflict of laws principles. All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement shall be finally settled by arbitration in Republic of Korea in accordance with the Commercial Arbitration Rules of The Korean Commercial Arbitration Board.
The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, or any Individual Agreements or any transactions contemplated thereby.
Page 4 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 15) | Other terms |
A. Controlling Language. This Contract is prepared in Korean. In the event of any conflict or inconsistency between the Korean language and the English or Japanese languages provided herein, the Korean language shall naturally and unconditionally prevail and take precedence in all respects.
B. No Waiver. Any waiver by a party of any provision of this Contract shall not operate as or be construed to be a waiver of any other provision of this Contract. The failure of a party to insist upon strict adherence to any term of this Contract on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Contract. No provision of this Contract may be waived or amended other than by a written agreement signed by the parties to this Contract. No custom or practice of the parties at variance with the terms hereof shall constitute a waiver by any party of its right to exercise any right, power or remedy available to it hereunder or any other right, power or remedy or to demand strict compliance with the terms of this Contract.
C. Amendments or Modification. Any amendment or modification of this Contract shall be in writing signed by t Buyer and Seller.
| 16) | Contract Document |
The contract is made in two original copies, one to be held by the Seller and another to be held by the Buyer.
| 17) | Appendix |
Appendix 1 : Technical Specification
Appendix 2 : Acceptance inspection Criteria
Appendix 3 : END-USE CERTIFICATE
| The Buyer | The Seller | |
| EM LLC | ULVAC Korea Ltd | |
| (Wholly owned subsidiary of EMAT) | ||
| /s/ Frank S.J Moon | /s/ Sung Soo Choi | |
| Representative Name: | Representative Name: | |
| Frank S.J Moon | Sung Soo Choi | |
| Title: C.E.O | Title: C.E.O | |
| Date: May 13, 2026 | Date: May 13, 2026 |
Page 5 / 5
Exhibit 10.3
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
CONTRACT
계약서
CONTRACT No.: W20260330-004-01
계약번호: W20260330-004-01
DATE: May,13th,2026
계약체결일: 2026년 5월 13일
THE BUYER: EVOLUTION METALS LLC
(Wholly owned subsidiary of Evolutions Metals & Technologies Corp)
NASDAQ: EMAT
06651 Office 2F A01, 39, Banpo-daero 22-gil, Seocho-gu, Seoul, Republic of Korea
TEL:+82+(0)42-863-9913
매수인: 에볼루션메탈스 유한회사(EM LLC)
(에볼루션 메탈스 엔드 테크놀로지 코포레이션의 100% 자회사)
나스닥: EMAT
서울특별시 서초구 반포대로22길 39, 2층 에이01호(서초동, 우신1549빌딩)
전화번호: +82+(0)42-863-9913
THE SELLER: ULVAC KOREA, Ltd.
5, Hansan-gil, Cheongbuk-eup, Pyeongtaek-si, Gyeonggi-Do, Korea 17792
TEL:+82-31-683-2922
매도인: 한국알박 주식회사(韓國알박 株式會社)
경기도 평택시 청북읍 한산길 5
전화번호: +82-31-683-2922
This Contract is made by and between the Buyer and the Seller; whereby the Buyer agrees to purchase, and the Seller agrees to sell the products (the “Products”) described below on the terms and conditions stipulated below:
본 계약은 매수인과 매도인 간에 체결되었고, 매수인은 아래에 기재된 물품(이하 “물품”)을 매수하고 매도인은 이를 판매하기로 하며, 그 조건은 이하에 규정된 내용에 따른다.
| No. | PRODUCTS AND SPECIFICATIONS | QUANTITY | UNIT PRICE | TOTAL PRICE | |||
| 1 |
Vacuum Induction Melting Furnace (50kg) Model : FVI-50-SC |
2sets | KRW [*********] | KRW [**********] | |||
| TOTAL | KRW [**********] | ||||||
| ※ Include DDP Buyer destination Korea. | |||||||
| TOTAL CONTRACT PRICE: [************************] KRW Only | |||||||
Page 1 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 순번 | 물품 품명 및 사양 | 수량 | 단가 | 총액 | |||
| 1 | 진공 유도 용해로 (50kg) 모델명: FVI-50-SC |
2세트 | [************]원 | [**********]원 | |||
| 총액 | [************]원 | ||||||
| ※ 본 가격은 매수인 지정 대한민국 DDP조건 | |||||||
|
총 계약금액: 금 [************************************] 정
| |||||||
*Above furnace will be located in Republic of Korea.
上記装置の仕向国:韓国
상기 용해로의 수출 목적지는 대한민국임.
| 1) | Delivery term |
The Seller shall be solely responsible for, and shall bear all costs associated with obtaining the required Export License (EL) within thirty (30) days of the execution of this Contract. Following confirmation of the order and the EL approved, the Seller shall deliver the products on a DDP buyer final destination basis by no later than November 30, 2026. Such delivery shall be made prior to completion of full installation and commissioning.
| 2) | Port of shipment |
International seaport
| 3) | Packing |
To be packed in new strong wooden cases/carton suitable for long distance sea transportation and well protected against dampness, moisture, shock, rust and other perils of international ocean shipment.
| 4) | Insurance(to final destination point in Korea) |
The Seller shall, at its sole cost and expense, procure and maintain comprehensive inland, transit and marine cargo insurance covering the Products from the Seller’s facility through to final delivery.
| 5) | Performance Bond Insurance |
The Seller shall, at the Buyer’s request, provide a performance guarantee insurance policy (from Seoul Guarantee Insurance Co., Ltd.) with an insured amount equivalent to the contract price to guarantee the delivery of the products under this Contract.
The insurance shall cover the scenario which the Seller fails to deliver the products notwithstanding the Buyer’s full payment of the contract price. The Seller shall submit the insurance policy to the Buyer without delay after taking out the insurance no later than twenty-four (24) hours from the date of the Contract.
Page 2 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 6) | Terms of Payment |
| A) | First Payment: | KRW [**********] on July 30, 2026. | |
| B) | Second Payment: | KRW [**********] on August 30, 2026. | |
| C) | Third Payment: | KRW [**********] within 5 days from shipment. | |
| D) | Final Payment: | KRW [**********] within 30 days from destination arrival. |
| 7) | Shipping Documents |
| A) | Commercial invoice |
| B) | Packing List |
| 8) | Inspection and Delivery Management |
| A) | The Seller shall conduct equipment verification based on the content specified in the acceptance method attached as an appendix to this Contract, and perform FAT (Factory Acceptance Test) with the Buyer present. |
| B) | The Seller shall submit the following documents prior to or during the FAT: |
| ・ | Technical specifications |
| ・ | Acceptance criteria |
| ・ | Equipment drawings and general arrangement drawings |
| ・ | Testing report based on Acceptance method |
| ・ | On-site installation Inspection Test Plan (ITP) |
| C) | The On-site ITP and the delivery schedule under Free On Board (FOB) terms shall be determined through mutual consultation. Shipment shall not be carried out without such agreement. |
| D) | If the above documents are not submitted or approved, the Buyer may postpone shipment and payment schedule or deem the FAT unsuccessful. |
| 9) | Warranty |
The Products shall be free of defects. Troubles imputable to defect in material or workmanship during normal operation or handling within one year from the date of completion of full commissioning and commencement of normal operation at the Buyer’s site shall be promptly corrected by ULVAC free of charge.
This warranty, however, does not cover consumables, such as O-rings, pump oils, tester, etc. ULVAC is not liable for any secondary or consequential damages, namely compensation for product loss or opportunity loss by trouble of this system.
The Seller has good and marketable title to the Products, free and clear of all security interests, lien and encumbrances. Seller has, or will have, all valid authorization, consent, orders, filing and registration necessary to effectuate and perform the terms of this Contract.
Page 3 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 10) | Force Majeure |
The Seller shall not be held responsible for delay in shipment or non-delivery of the Contract Products solely to the extent caused by war, fire, flood, typhoon or earthquake (a “Force Majeure Event”), provided that such Force Majeure Event is objectively beyond the reasonable control of the Seller, could not have been reasonably foreseen or prevented, and cannot be overcome by the Seller’s commercially reasonable efforts to mitigate the effect of such Events. The Seller shall advise the Buyer in writing immediately of a Force Majeure Event and within 14 days thereafter, the Seller shall send by air mail or e-mail to the Buyer a declaration letter issued by a competent government authority verifying such event. The delay caused by the Force Majeure event would not constitute a delivery delay. However, under such circumstances the Seller is still under the obligation to take all necessary measures to hasten the delivery of the Products. If a Force Majeure Event lasts for more than four weeks,the Buyers shall have the right to cancel this Contract upon written notice and in such event, no penalty shall be claimed by either party against the other and any advanced payment by the Buyer shall be fully returned to the Buyer via wire transfer within five (5) business days of such cancellation.
| 11) | Cancellation Clause |
The Buyer shall have absolute right to terminate this Contract for its convenience, for any reason or no reason at any time prior to delivery upon written notice. The proportion of the cancellation charge of the contract shall be stipulated below.
|
Weeks from the date of receiving the advanced payment to the date of cancellation 支払い受取日からキャンセル期日までの期間 지급수취일로부터계약 해지일까지의 기간(단위: 주) |
Percentage of total contract value 契約合計金額の割合 총 계약금액 대비 비율 |
|
1~4 weeks 1~4주 |
20% |
|
5~16 weeks 5~16주 |
60%
|
|
17 weeks and over 17주 이상 |
100% |
| 12) | Time is of the Essence |
All acts to be performed under this Contract shall be performed timely, and each applicable provision shall be construed with time being of the essence and timely performance constituting a material term of this Contract.
| 13) | Penalty |
Should the Seller fail to make delivery on time as stipulated in the Contract, with the exception of Force Majeure Events causes specified in Clause 10 of this Contract, the Buyer may in its sole discretion elect to postpone the delivery date as stipulated on Clause 1 on the condition that the Seller pays a penalty which shall be deducted by total contract value or any outstanding payments. The penalty rate is charged at 0.3% every day. The penalty, however, shall not exceed 10% of the total value of the Products involved in the delayed delivery.
| 14) | Governing Law and Arbitration |
This Agreement shall be governed by laws of Republic of Korea without reference to conflict of laws principles. All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement shall be finally settled by arbitration in Republic of Korea in accordance with the Commercial Arbitration Rules of The Korean Commercial Arbitration Board.
The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, or any Individual Agreements or any transactions contemplated thereby.
Page 4 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 15) | Other terms |
A. Controlling Language. This Contract is prepared in Korean. In the event of any conflict or inconsistency between the Korean language and the English or Japanese languages provided herein, the Korean language shall naturally and unconditionally prevail and take precedence in all respects.
B. No Waiver. Any waiver by a party of any provision of this Contract shall not operate as or be construed to be a waiver of any other provision of this Contract. The failure of a party to insist upon strict adherence to any term of this Contract on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Contract. No provision of this Contract may be waived or amended other than by a written agreement signed by the parties to this Contract. No custom or practice of the parties at variance with the terms hereof shall constitute a waiver by any party of its right to exercise any right, power or remedy available to it hereunder or any other right, power or remedy or to demand strict compliance with the terms of this Contract.
C. Amendments or Modification. Any amendment or modification of this Contract shall be in writing signed by t Buyer and Seller.
| 16) | Contract Document |
The contract is made in two original copies, one to be held by the Seller and another to be held by the Buyer.
| 17) | Appendix |
Appendix 1 : Technical Specification
Appendix 2 : Acceptance inspection Criteria
Appendix 3 : END-USE CERTIFICATE
| The Buyer | The Seller | |
| EM LLC | ULVAC Korea Ltd | |
| (Wholly owned subsidiary of EMAT) | ||
| /s/ Frank S.J Moon | /s/ Sung Soo Choi | |
| Representative Name: | Representative Name: | |
| Frank S.J Moon | Sung Soo Choi | |
| Title: C.E.O | Title: C.E.O | |
| Date: May 13, 2026 | Date: May 13, 2026 |
Page 5 / 5
Exhibit 10.4
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
CONTRACT
계약서
CONTRACT No.: W20260330-005-01
계약번호: W20260330-005-01
DATE: May,13th,2026
계약체결일: 2026년 5월 13일
THE BUYER: EVOLUTION METALS LLC
(Wholly owned subsidiary of Evolutions Metals & Technologies Corp)
NASDAQ: EMAT
06651 Office 2F A01, 39, Banpo-daero 22-gil, Seocho-gu, Seoul, Republic of Korea
TEL:+82+(0)42-863-9913
매수인: 에볼루션메탈스 유한회사(EM LLC)
(에볼루션 메탈스 엔드 테크놀로지 코포레이션의 100% 자회사)
나스닥: EMAT
서울특별시 서초구 반포대로22길 39, 2층 에이01호(서초동, 우신1549빌딩)
전화번호: +82+(0)42-863-9913
THE SELLER: ULVAC KOREA, Ltd.
5, Hansan-gil, Cheongbuk-eup, Pyeongtaek-si, Gyeonggi-Do, Korea 17792
TEL:+82-31-683-2922
매도인: 한국알박 주식회사(韓國알박 株式會社)
경기도 평택시 청북읍 한산길 5
전화번호: +82-31-683-2922
This Contract is made by and between the Buyer and the Seller; whereby the Buyer agrees to purchase, and the Seller agrees to sell the products (the “Products”) described below on the terms and conditions stipulated below:
본 계약은 매수인과 매도인 간에 체결되었고, 매수인은 아래에 기재된 물품(이하 “물품”)을 매수하고 매도인은 이를 판매하기로 하며, 그 조건은 이하에 규정된 내용에 따른다.
| No. | PRODUCTS AND SPECIFICATIONS | QUANTITY | UNIT PRICE | TOTAL PRICE | |||
| 1 |
Continuous Vacuum Sintering Furnace Model : FSC-6150C-8 |
2 sets | KRW [*********] | KRW [**********] | |||
| TOTAL | KRW [**********] | ||||||
| ※ Include DDP Buyer destination Korea. | |||||||
| TOTAL CONTRACT PRICE: [************************] KRW Only | |||||||
Page 1 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 순번 | 물품 품명 및 사양 | 수량 | 단가 | 총액 | |
| 1 | 연속식 진공 소결로 모델명: FSC-6150C-8 |
2세트 | [************]원 | [***********]원 |
| 총액 [*************]원 |
| ※ 본 가격은 매수인 지정 대한민국 DDP조건 |
|
총 계약금액: 금 [************************************] 정
|
*Above furnace will be located in Republic of Korea.
上記装置の仕向国:韓国
상기 용해로의 수출 목적지는 대한민국임.
| 1) | Delivery term |
The Seller shall be solely responsible for, and shall bear all costs associated with obtaining the required Export License (EL) within thirty (30) days of the execution of this Contract. Following confirmation of the order and the EL approved, the Seller shall deliver the products on a DDP buyer final destination basis by no later than November 30, 2026. Such delivery shall be made prior to completion of full installation and commissioning.
| 2) | Port of shipment |
International seaport
| 3) | Packing |
To be packed in new strong wooden cases/carton suitable for long distance sea transportation and well protected against dampness, moisture, shock, rust and other perils of international ocean shipment.
| 4) | Insurance(to final destination point in Korea) |
The Seller shall, at its sole cost and expense, procure and maintain comprehensive inland, transit and marine cargo insurance covering the Products from the Seller’s facility through to final delivery.
| 5) | Performance Bond Insurance |
The Seller shall, at the Buyer’s request, provide a performance guarantee insurance policy (from Seoul Guarantee Insurance Co., Ltd.) with an insured amount equivalent to the contract price to guarantee the delivery of the products under this Contract.
The insurance shall cover the scenario which the Seller fails to deliver the products notwithstanding the Buyer’s full payment of the contract price. The Seller shall submit the insurance policy to the Buyer without delay after taking out the insurance no later than twenty-four (24) hours from the date of the Contract.
Page 2 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 6) | Terms of Payment |
| A) | First Payment: | KRW [**********] on May 14, 2026. | |
| B) | Second Payment: | KRW [**********] on July 30, 2026. | |
| C) | Third Payment: | KRW [**********] within 5 days / shipment. | |
| D) | Final Payment: | KRW [**********] within 30 days from destination arrival. |
| 7) | Shipping Documents |
| A) | Commercial invoice |
| B) | Packing List |
| 8) | Inspection and Delivery Management |
| A) | The Seller shall conduct equipment verification based on the content specified in the acceptance method attached as an appendix to this Contract, and perform FAT (Factory Acceptance Test) with the Buyer present. |
| B) | The Seller shall submit the following documents prior to or during the FAT: |
| ・ | Technical specifications |
| ・ | Acceptance criteria |
| ・ | Equipment drawings and general arrangement drawings |
| ・ | Testing report based on Acceptance method |
| ・ | On-site installation Inspection Test Plan (ITP) |
| C) | The On-site ITP and the delivery schedule under Free On Board (FOB) terms shall be determined through mutual consultation. Shipment shall not be carried out without such agreement. |
| D) | If the above documents are not submitted or approved, the Buyer may postpone shipment and payment schedule or deem the FAT unsuccessful. |
| 9) | Warranty |
The Products shall be free of defects. Troubles imputable to defect in material or workmanship during normal operation or handling within one year from the date of completion of full commissioning and commencement of normal operation at the Buyer’s site shall be promptly corrected by ULVAC free of charge.
This warranty, however, does not cover consumables, such as O-rings, pump oils, tester, etc. ULVAC is not liable for any secondary or consequential damages, namely compensation for product loss or opportunity loss by trouble of this system.
The Seller has good and marketable title to the Products, free and clear of all security interests, lien and encumbrances. Seller has, or will have, all valid authorization, consent, orders, filing and registration necessary to effectuate and perform the terms of this Contract.
Page 3 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 10) | Force Majeure |
The Seller shall not be held responsible for delay in shipment or non-delivery of the Contract Products solely to the extent caused by war, fire, flood, typhoon or earthquake (a “Force Majeure Event”), provided that such Force Majeure Event is objectively beyond the reasonable control of the Seller, could not have been reasonably foreseen or prevented, and cannot be overcome by the Seller’s commercially reasonable efforts to mitigate the effect of such Events. The Seller shall advise the Buyer in writing immediately of a Force Majeure Event and within 14 days thereafter, the Seller shall send by air mail or e-mail to the Buyer a declaration letter issued by a competent government authority verifying such event. The delay caused by the Force Majeure event would not constitute a delivery delay. However, under such circumstances the Seller is still under the obligation to take all necessary measures to hasten the delivery of the Products. If a Force Majeure Event lasts for more than four weeks,the Buyers shall have the right to cancel this Contract upon written notice and in such event, no penalty shall be claimed by either party against the other and any advanced payment by the Buyer shall be fully returned to the Buyer via wire transfer within five (5) business days of such cancellation.
| 11) | Cancellation Clause |
The Buyer shall have absolute right to terminate this Contract for its convenience, for any reason or no reason at any time prior to delivery upon written notice. The proportion of the cancellation charge of the contract shall be stipulated below.
|
Weeks from the date of receiving the advanced payment to the date of cancellation 支払い受取日からキャンセル期日までの期間 지급수취일로부터계약 해지일까지의 기간(단위: 주) |
Percentage of total contract value 契約合計金額の割合 총 계약금액 대비 비율 |
|
1~4 weeks 1~4주 |
20% |
|
5~16 weeks 5~16주 |
60%
|
|
17 weeks and over 17주 이상 |
100% |
| 12) | Time is of the Essence |
All acts to be performed under this Contract shall be performed timely, and each applicable provision shall be construed with time being of the essence and timely performance constituting a material term of this Contract.
| 13) | Penalty |
Should the Seller fail to make delivery on time as stipulated in the Contract, with the exception of Force Majeure Events causes specified in Clause 10 of this Contract, the Buyer may in its sole discretion elect to postpone the delivery date as stipulated on Clause 1 on the condition that the Seller pays a penalty which shall be deducted by total contract value or any outstanding payments. The penalty rate is charged at 0.3% every day. The penalty, however, shall not exceed 10% of the total value of the Products involved in the delayed delivery.
| 14) | Governing Law and Arbitration |
This Agreement shall be governed by laws of Republic of Korea without reference to conflict of laws principles. All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement shall be finally settled by arbitration in Republic of Korea in accordance with the Commercial Arbitration Rules of The Korean Commercial Arbitration Board.
The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, or any Individual Agreements or any transactions contemplated thereby.
Page 4 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 15) | Other terms |
A. Controlling Language. This Contract is prepared in Korean. In the event of any conflict or inconsistency between the Korean language and the English or Japanese languages provided herein, the Korean language shall naturally and unconditionally prevail and take precedence in all respects.
B. No Waiver. Any waiver by a party of any provision of this Contract shall not operate as or be construed to be a waiver of any other provision of this Contract. The failure of a party to insist upon strict adherence to any term of this Contract on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Contract. No provision of this Contract may be waived or amended other than by a written agreement signed by the parties to this Contract. No custom or practice of the parties at variance with the terms hereof shall constitute a waiver by any party of its right to exercise any right, power or remedy available to it hereunder or any other right, power or remedy or to demand strict compliance with the terms of this Contract.
C. Amendments or Modification. Any amendment or modification of this Contract shall be in writing signed by t Buyer and Seller.
| 16) | Contract Document |
The contract is made in two original copies, one to be held by the Seller and another to be held by the Buyer.
| 17) | Appendix |
Appendix 1 : Technical Specification
Appendix 2 : Acceptance inspection Criteria
Appendix 3 : END-USE CERTIFICATE
| The Buyer | The Seller | |
| EM LLC | ULVAC Korea Ltd | |
| (Wholly owned subsidiary of EMAT) | ||
| /s/ Frank S.J Moon | /s/ Sung Soo Choi | |
| Representative Name: | Representative Name: | |
| Frank S.J Moon | Sung Soo Choi | |
| Title: C.E.O | Title: C.E.O | |
| Date: May 13, 2026 | Date: May 13, 2026 |
Page 5 / 5
Exhibit 10.5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
CONTRACT
계약서
CONTRACT No.: W20260330-006-01
계약번호: W20260330-006-01
DATE: May,13th,2026
계약체결일: 2026년 5월 13일
THE BUYER: EVOLUTION METALS LLC
(Wholly owned subsidiary of Evolutions Metals & Technologies Corp)
NASDAQ: EMAT
06651 Office 2F A01, 39, Banpo-daero 22-gil, Seocho-gu, Seoul, Republic of Korea
TEL:+82+(0)42-863-9913
매수인: 에볼루션메탈스 유한회사(EM LLC)
(에볼루션 메탈스 엔드 테크놀로지 코포레이션의 100% 자회사)
나스닥: EMAT
서울특별시 서초구 반포대로22길 39, 2층 에이01호(서초동, 우신1549빌딩)
전화번호: +82+(0)42-863-9913
THE SELLER: ULVAC KOREA, Ltd.
5, Hansan-gil, Cheongbuk-eup, Pyeongtaek-si, Gyeonggi-Do, Korea 17792
TEL:+82-31-683-2922
매도인: 한국알박 주식회사(韓國알박 株式會社)
경기도 평택시 청북읍 한산길 5
전화번호: +82-31-683-2922
This Contract is made by and between the Buyer and the Seller; whereby the Buyer agrees to purchase, and the Seller agrees to sell the products (the “Products”) described below on the terms and conditions stipulated below:
본 계약은 매수인과 매도인 간에 체결되었고, 매수인은 아래에 기재된 물품(이하 “물품”)을 매수하고 매도인은 이를 판매하기로 하며, 그 조건은 이하에 규정된 내용에 따른다.
| No. | PRODUCTS AND SPECIFICATIONS | QUANTITY | UNIT PRICE | TOTAL PRICE | |||
| 1 |
Continuous Vacuum Sintering Furnace Model : FHH-6150C-6 |
2 sets | KRW [************] | KRW [*************] |
|||
| TOTAL | KRW [************] | ||||||
| ※ Include DDP Buyer destination Korea. | |||||||
| TOTAL CONTRACT PRICE: [******************************] KRW Only | |||||||
Page 1 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 순번 | 물품 품명 및 사양 | 수량 | 단가 | 총액 | |||
| 1 | 연속식 진공 소결로 |
2세트 | [***********]원 | [************]원 | |||
| 총액 | [***********]원 | ||||||
※ 본 가격은 매수인 지정 대한민국 DDP조건 | |||||||
총 계약금액: 금 [**************************] 정
| |||||||
*Above furnace will be located in Republic of Korea.
上記装置の仕向国:韓国
상기 용해로의 수출 목적지는 대한민국임.
| 1) | Delivery term |
The Seller shall be solely responsible for, and shall bear all costs associated with obtaining the required Export License (EL) within thirty (30) days of the execution of this Contract. Following confirmation of the order and the EL approved, the Seller shall deliver the products on a DDP buyer final destination basis by no later than November 30, 2026. Such delivery shall be made prior to completion of full installation and commissioning.
| 2) | Port of shipment |
| 3) | Packing |
To be packed in new strong wooden cases/carton suitable for long distance sea transportation and well protected against dampness, moisture, shock, rust and other perils of international ocean shipment.
| 4) | Insurance(to final destination point in Korea) |
The Seller shall, at its sole cost and expense, procure and maintain comprehensive inland, transit and marine cargo insurance covering the Products from the Seller’s facility through to final delivery.
| 5) | Performance Bond Insurance |
The Seller shall, at the Buyer’s request, provide a performance guarantee insurance policy (from Seoul Guarantee Insurance Co., Ltd.) with an insured amount equivalent to the contract price to guarantee the delivery of the products under this Contract.
The insurance shall cover the scenario which the Seller fails to deliver the products notwithstanding the Buyer’s full payment of the contract price. The Seller shall submit the insurance policy to the Buyer without delay after taking out the insurance no later than twenty-four (24) hours from the date of the Contract.
Page 2 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 6) | Terms of Payment |
| A) | First Payment: | KRW [**********] on May 14, 2026. | |
| B) | Second Payment: | KRW [**********] on July 30, 2026. | |
| C) | Third Payment: | KRW [**********] within 5 days / shipment. | |
| D) | Final Payment: | KRW [************] within 30 days from destination arrival. |
| 7) | Shipping Documents |
| A) | Commercial invoice |
| B) | Packing List |
| 8) | Inspection and Delivery Management |
| A) | The Seller shall conduct equipment verification based on the content specified in the acceptance method attached as an appendix to this Contract, and perform FAT (Factory Acceptance Test) with the Buyer present. |
| B) | The Seller shall submit the following documents prior to or during the FAT: |
| ・ | Technical specifications |
| ・ | Acceptance criteria |
| ・ | Equipment drawings and general arrangement drawings |
| ・ | Testing report based on Acceptance method |
| ・ | On-site installation Inspection Test Plan (ITP) |
| C) | The On-site ITP and the delivery schedule under Free On Board (FOB) terms shall be determined through mutual consultation. Shipment shall not be carried out without such agreement. |
| D) | If the above documents are not submitted or approved, the Buyer may postpone shipment and payment schedule or deem the FAT unsuccessful. |
| 9) | Warranty |
The Products shall be free of defects. Troubles imputable to defect in material or workmanship during normal operation or handling within one year from the date of completion of full commissioning and commencement of normal operation at the Buyer’s site shall be promptly corrected by ULVAC free of charge.
This warranty, however, does not cover consumables, such as O-rings, pump oils, tester, etc. ULVAC is not liable for any secondary or consequential damages, namely compensation for product loss or opportunity loss by trouble of this system.
The Seller has good and marketable title to the Products, free and clear of all security interests, lien and encumbrances. Seller has, or will have, all valid authorization, consent, orders, filing and registration necessary to effectuate and perform the terms of this Contract.
Page 3 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 10) | Force Majeure |
The Seller shall not be held responsible for delay in shipment or non-delivery of the Contract Products solely to the extent caused by war, fire, flood, typhoon or earthquake (a “Force Majeure Event”), provided that such Force Majeure Event is objectively beyond the reasonable control of the Seller, could not have been reasonably foreseen or prevented, and cannot be overcome by the Seller’s commercially reasonable efforts to mitigate the effect of such Events. The Seller shall advise the Buyer in writing immediately of a Force Majeure Event and within 14 days thereafter, the Seller shall send by air mail or e-mail to the Buyer a declaration letter issued by a competent government authority verifying such event. The delay caused by the Force Majeure event would not constitute a delivery delay. However, under such circumstances the Seller is still under the obligation to take all necessary measures to hasten the delivery of the Products. If a Force Majeure Event lasts for more than four weeks,the Buyers shall have the right to cancel this Contract upon written notice and in such event, no penalty shall be claimed by either party against the other and any advanced payment by the Buyer shall be fully returned to the Buyer via wire transfer within five (5) business days of such cancellation.
| 11) | Cancellation Clause |
The Buyer shall have absolute right to terminate this Contract for its convenience, for any reason or no reason at any time prior to delivery upon written notice. The proportion of the cancellation charge of the contract shall be stipulated below.
|
Weeks from the date of receiving the advanced payment to the date of cancellation 支払い受取日からキャンセル期日までの期間 지급수취일로부터계약 해지일까지의 기간(단위: 주) |
Percentage of total contract value 契約合計金額の割合 총 계약금액 대비 비율 |
|
1~4 weeks 1~4주 |
20% |
|
5~16 weeks 5~16주 |
60%
|
|
17 weeks and over 17주 이상 |
100% |
| 12) | Time is of the Essence |
All acts to be performed under this Contract shall be performed timely, and each applicable provision shall be construed with time being of the essence and timely performance constituting a material term of this Contract.
| 13) | Penalty |
Should the Seller fail to make delivery on time as stipulated in the Contract, with the exception of Force Majeure Events causes specified in Clause 10 of this Contract, the Buyer may in its sole discretion elect to postpone the delivery date as stipulated on Clause 1 on the condition that the Seller pays a penalty which shall be deducted by total contract value or any outstanding payments. The penalty rate is charged at 0.3% every day. The penalty, however, shall not exceed 10% of the total value of the Products involved in the delayed delivery.
| 14) | Governing Law and Arbitration |
This Agreement shall be governed by laws of Republic of Korea without reference to conflict of laws principles. All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement shall be finally settled by arbitration in Republic of Korea in accordance with the Commercial Arbitration Rules of The Korean Commercial Arbitration Board.
The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, or any Individual Agreements or any transactions contemplated thereby.
Page 4 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 15) | Other terms |
A. Controlling Language. This Contract is prepared in Korean. In the event of any conflict or inconsistency between the Korean language and the English or Japanese languages provided herein, the Korean language shall naturally and unconditionally prevail and take precedence in all respects.
B. No Waiver. Any waiver by a party of any provision of this Contract shall not operate as or be construed to be a waiver of any other provision of this Contract. The failure of a party to insist upon strict adherence to any term of this Contract on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Contract. No provision of this Contract may be waived or amended other than by a written agreement signed by the parties to this Contract. No custom or practice of the parties at variance with the terms hereof shall constitute a waiver by any party of its right to exercise any right, power or remedy available to it hereunder or any other right, power or remedy or to demand strict compliance with the terms of this Contract.
C. Amendments or Modification. Any amendment or modification of this Contract shall be in writing signed by t Buyer and Seller.
| 16) | Contract Document |
The contract is made in two original copies, one to be held by the Seller and another to be held by the Buyer.
| 17) | Appendix |
Appendix 1 : Technical Specification
Appendix 2 : Acceptance inspection Criteria
Appendix 3 : END-USE CERTIFICATE
| The Buyer | The Seller | |
| EM LLC | ULVAC Korea Ltd | |
| (Wholly owned subsidiary of EMAT) | ||
| /s/ Frank S.J Moon | /s/ Sung Soo Choi | |
| Representative Name: | Representative Name: | |
| Frank S.J Moon | Sung Soo Choi | |
| Title: C.E.O | Title: C.E.O | |
| Date: May 13, 2026 | Date: May 13, 2026 |
Page 5 / 5
Exhibit 10.6
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
CONTRACT
계약서
CONTRACT No.: W20260330-007-01
계약번호: W20260330-007-01
DATE: May,13th,2026
계약체결일: 2026년 5월 13일
THE BUYER: EVOLUTION METALS LLC
(Wholly owned subsidiary of Evolutions Metals & Technologies Corp)
NASDAQ: EMAT
06651 Office 2F A01, 39, Banpo-daero 22-gil, Seocho-gu, Seoul, Republic of Korea
TEL:+82+(0)42-863-9913
매수인: 에볼루션메탈스 유한회사(EM LLC)
(에볼루션 메탈스 엔드 테크놀로지 코포레이션의 100% 자회사)
나스닥: EMAT
서울특별시 서초구 반포대로22길 39, 2층 에이01호(서초동, 우신1549빌딩)
전화번호: +82+(0)42-863-9913
THE SELLER: ULVAC KOREA, Ltd.
5, Hansan-gil, Cheongbuk-eup, Pyeongtaek-si, Gyeonggi-Do, Korea 17792
TEL:+82-31-683-2922
매도인: 한국알박 주식회사(韓國알박 株式會社)
경기도 평택시 청북읍 한산길 5
전화번호: +82-31-683-2922
This Contract is made by and between the Buyer and the Seller; whereby the Buyer agrees to purchase, and the Seller agrees to sell the products (the “Products”) described below on the terms and conditions stipulated below:
본 계약은 매수인과 매도인 간에 체결되었고, 매수인은 아래에 기재된 물품(이하 “물품”)을 매수하고 매도인은 이를 판매하기로 하며, 그 조건은 이하에 규정된 내용에 따른다.
| No. | PRODUCTS AND SPECIFICATIONS | QUANTITY | UNIT PRICE | TOTAL PRICE |
| 1 |
Vacuum Induction Melting Furnace (600kg)
Model : Magcaster-600C/A
|
1 set | KRW [***********] | KRW [*************] |
| Include Accessories as below: Karayaki-ro, |
||||
| Recovering Container Turning Device | ||||
| Furnace Lining Turning Device |
| TOTAL | KRW [***********] | |||
| ※ Include DDP Buyer destination Korea. | ||||
| TOTAL CONTRACT PRICE: [*******************] KRW Only | ||||
Page 1 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 순번 | 물품 품명 및 사양 | 수량 | 단가 | 총액 | |
| 1 | 진공 유도 용해로 (600kg) 모델명: Magcaster-600C/A |
1세트 | [************]원 | [**********]원 | |
|
아래 부속품 포함: Karayaki-ro
|
|||||
|
회수 용기 회전 장치 (Recovering Container Turning Device) |
|||||
|
용해로 라이닝 회전 장치 (Furnace Lining Turning Device) |
| 총액 | [************]원 | |
| ※ 본 가격은 매수인 지정 대한민국 DDP조건 | ||
|
총 계약금액: |
금 [************************************] 정
| |
*Above furnace will be located in Republic of Korea.
上記装置の仕向国:韓国
상기 용해로의 수출 목적지는 대한민국임.
| 1) | Delivery term |
The Seller shall be solely responsible for, and shall bear all costs associated with obtaining the required Export License (EL) within thirty (30) days of the execution of this Contract. Following confirmation of the order and the EL approved, the Seller shall deliver the products on a DDP buyer final destination basis by no later than November 30, 2026. Such delivery shall be made prior to completion of full installation and commissioning.
| 2) | Port of shipment |
International seaport
| 3) | Packing |
To be packed in new strong wooden cases/carton suitable for long distance sea transportation and well protected against dampness, moisture, shock, rust and other perils of international ocean shipment.
| 4) | Insurance(to final destination point in Korea) |
The Seller shall, at its sole cost and expense, procure and maintain comprehensive inland, transit and marine cargo insurance covering the Products from the Seller’s facility through to final delivery.
| 5) | Performance Bond Insurance |
The Seller shall, at the Buyer’s request, provide a performance guarantee insurance policy (from Seoul Guarantee Insurance Co., Ltd.) with an insured amount equivalent to the contract price to guarantee the delivery of the products under this Contract.
The insurance shall cover the scenario which the Seller fails to deliver the products notwithstanding the Buyer’s full payment of the contract price. The Seller shall submit the insurance policy to the Buyer without delay after taking out the insurance no later than twenty-four (24) hours from the date of the Contract.
Page 2 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 6) | Terms of Payment |
| A) | First Payment: | KRW [********] on May 14, 2026. | |
| B) | Second Payment: | KRW [*********] on July 30, 2026. | |
| C) | Third Payment: | KRW [*********] within 5 days from shipment. | |
| D) | Final Payment: | KRW [**********] within 30 days from destination arrival. |
| 7) | Shipping Documents |
| A) | Commercial invoice |
| B) | Packing List |
| 8) | Inspection and Delivery Management |
| A) | The Seller shall conduct equipment verification based on the content specified in the acceptance method attached as an appendix to this Contract, and perform FAT (Factory Acceptance Test) with the Buyer present. |
| B) | The Seller shall submit the following documents prior to or during the FAT: |
| ・ | Technical specifications |
| ・ | Acceptance criteria |
| ・ | Equipment drawings and general arrangement drawings |
| ・ | Testing report based on Acceptance method |
| ・ | On-site installation Inspection Test Plan (ITP) |
| C) | The On-site ITP and the delivery schedule under Free On Board (FOB) terms shall be determined through mutual consultation. Shipment shall not be carried out without such agreement. |
| D) | If the above documents are not submitted or approved, the Buyer may postpone shipment and payment schedule or deem the FAT unsuccessful. |
| 9) | Warranty |
The Products shall be free of defects. Troubles imputable to defect in material or workmanship during normal operation or handling within one year from the date of completion of full commissioning and commencement of normal operation at the Buyer’s site shall be promptly corrected by ULVAC free of charge.
This warranty, however, does not cover consumables, such as O-rings, pump oils, tester, etc. ULVAC is not liable for any secondary or consequential damages, namely compensation for product loss or opportunity loss by trouble of this system.
The Seller has good and marketable title to the Products, free and clear of all security interests, lien and encumbrances. Seller has, or will have, all valid authorization, consent, orders, filing and registration necessary to effectuate and perform the terms of this Contract.
Page 3 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 10) | Force Majeure |
The Seller shall not be held responsible for delay in shipment or non-delivery of the Contract Products solely to the extent caused by war, fire, flood, typhoon or earthquake (a “Force Majeure Event”), provided that such Force Majeure Event is objectively beyond the reasonable control of the Seller, could not have been reasonably foreseen or prevented, and cannot be overcome by the Seller’s commercially reasonable efforts to mitigate the effect of such Events. The Seller shall advise the Buyer in writing immediately of a Force Majeure Event and within 14 days thereafter, the Seller shall send by air mail or e-mail to the Buyer a declaration letter issued by a competent government authority verifying such event. The delay caused by the Force Majeure event would not constitute a delivery delay. However, under such circumstances the Seller is still under the obligation to take all necessary measures to hasten the delivery of the Products. If a Force Majeure Event lasts for more than four weeks,the Buyers shall have the right to cancel this Contract upon written notice and in such event, no penalty shall be claimed by either party against the other and any advanced payment by the Buyer shall be fully returned to the Buyer via wire transfer within five (5) business days of such cancellation.
| 11) | Cancellation Clause |
The Buyer shall have absolute right to terminate this Contract for its convenience, for any reason or no reason at any time prior to delivery upon written notice. The proportion of the cancellation charge of the contract shall be stipulated below.
|
Weeks from the date of receiving the advanced payment to the date of cancellation 支払い受取日からキャンセル期日までの期間 지급수취일로부터계약 해지일까지의 기간(단위: 주) |
Percentage of total contract value 契約合計金額の割合 총 계약금액 대비 비율 |
|
1~4 weeks 1~4주 |
20% |
|
5~16 weeks 5~16주 |
60%
|
|
17 weeks and over 17주 이상 |
100% |
| 12) | Time is of the Essence |
All acts to be performed under this Contract shall be performed timely, and each applicable provision shall be construed with time being of the essence and timely performance constituting a material term of this Contract.
| 13) | Penalty |
Should the Seller fail to make delivery on time as stipulated in the Contract, with the exception of Force Majeure Events causes specified in Clause 10 of this Contract, the Buyer may in its sole discretion elect to postpone the delivery date as stipulated on Clause 1 on the condition that the Seller pays a penalty which shall be deducted by total contract value or any outstanding payments. The penalty rate is charged at 0.3% every day. The penalty, however, shall not exceed 10% of the total value of the Products involved in the delayed delivery.
| 14) | Governing Law and Arbitration |
This Agreement shall be governed by laws of Republic of Korea without reference to conflict of laws principles. All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement shall be finally settled by arbitration in Republic of Korea in accordance with the Commercial Arbitration Rules of The Korean Commercial Arbitration Board.
The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, or any Individual Agreements or any transactions contemplated thereby.
Page 4 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 15) | Other terms |
A. Controlling Language. This Contract is prepared in Korean. In the event of any conflict or inconsistency between the Korean language and the English or Japanese languages provided herein, the Korean language shall naturally and unconditionally prevail and take precedence in all respects.
B. No Waiver. Any waiver by a party of any provision of this Contract shall not operate as or be construed to be a waiver of any other provision of this Contract. The failure of a party to insist upon strict adherence to any term of this Contract on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Contract. No provision of this Contract may be waived or amended other than by a written agreement signed by the parties to this Contract. No custom or practice of the parties at variance with the terms hereof shall constitute a waiver by any party of its right to exercise any right, power or remedy available to it hereunder or any other right, power or remedy or to demand strict compliance with the terms of this Contract.
C. Amendments or Modification. Any amendment or modification of this Contract shall be in writing signed by t Buyer and Seller.
| 16) | Contract Document |
The contract is made in two original copies, one to be held by the Seller and another to be held by the Buyer.
| 17) | Appendix |
Appendix 1 : Technical Specification
Appendix 2 : Acceptance inspection Criteria
Appendix 3 : END-USE CERTIFICATE
| The Buyer | The Seller | |
| EM LLC | ULVAC Korea Ltd | |
| (Wholly owned subsidiary of EMAT) | ||
| /s/ Frank S.J Moon | /s/ Sung Soo Choi | |
| Representative Name: | Representative Name: | |
| Frank S.J Moon | Sung Soo Choi | |
| Title: C.E.O | Title: C.E.O | |
| Date: May 13, 2026 | Date: May 13, 2026 |
Page 5 / 5
Exhibit 10.7
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
CONTRACT
계약서
CONTRACT No.: W20260330-008-01
계약번호: W20260330-008-01
DATE: May,13th,2026
계약체결일: 2026년 5월 13일
THE BUYER: EVOLUTION METALS LLC
(Wholly owned subsidiary of Evolutions Metals & Technologies Corp)
NASDAQ: EMAT
06651 Office 2F A01, 39, Banpo-daero 22-gil, Seocho-gu, Seoul, Republic of Korea
TEL:+82+(0)42-863-9913
매수인: 에볼루션메탈스 유한회사(EM LLC)
(에볼루션 메탈스 엔드 테크놀로지 코포레이션의 100% 자회사)
나스닥: EMAT
서울특별시 서초구 반포대로22길 39, 2층 에이01호(서초동, 우신1549빌딩)
전화번호: +82+(0)42-863-9913
THE SELLER: ULVAC KOREA, Ltd.
5, Hansan-gil, Cheongbuk-eup, Pyeongtaek-si, Gyeonggi-Do, Korea 17792
TEL:+82-31-683-2922
매도인: 한국알박 주식회사(韓國알박 株式會社)
경기도 평택시 청북읍 한산길 5
전화번호: +82-31-683-2922
This Contract is made by and between the Buyer and the Seller; whereby the Buyer agrees to purchase, and the Seller agrees to sell the products (the “Products”) described below on the terms and conditions stipulated below:
본 계약은 매수인과 매도인 간에 체결되었고, 매수인은 아래에 기재된 물품(이하 “물품”)을 매수하고 매도인은 이를 판매하기로 하며, 그 조건은 이하에 규정된 내용에 따른다.
| No. | PRODUCTS AND SPECIFICATIONS | QUANTITY | UNIT PRICE | TOTAL PRICE | |||
| 1 |
Vacuum Induction Melting Furnace (600kg) Model : Magcaster-600C/A |
1 set | KRW [*********] | KRW [**********] | |||
| TOTAL | KRW [**********] | ||||||
| ※ Include DDP Buyer destination Korea. | |||||||
| TOTAL CONTRACT PRICE: [************************] KRW Only | |||||||
Page 1 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 순번 | 물품 품명 및 사양 | 수량 | 단가 | 총액 | |||
| 1 | 진공 유도 용해로 (600kg) 모델명: Magcaster-600C/A |
1세트 | [************]원 | [**********]원 | |||
| 총액 | [************]원 | ||||||
| ※ 본 가격은 매수인 지정 대한민국 DDP조건 | |||||||
|
총 계약금액: 금 [************************************] 정
| |||||||
*Above furnace will be located in Republic of Korea.
上記装置の仕向国:韓国
상기 용해로의 수출 목적지는 대한민국임.
| 1) | Delivery term |
The Seller shall be solely responsible for, and shall bear all costs associated with obtaining the required Export License (EL) within thirty (30) days of the execution of this Contract. Following confirmation of the order and the EL approved, the Seller shall deliver the products on a DDP buyer final destination basis by no later than November 30, 2026. Such delivery shall be made prior to completion of full installation and commissioning.
| 2) | Port of shipment |
International seaport
| 3) | Packing |
To be packed in new strong wooden cases/carton suitable for long distance sea transportation and well protected against dampness, moisture, shock, rust and other perils of international ocean shipment.
| 4) | Insurance(to final destination point in Korea) |
The Seller shall, at its sole cost and expense, procure and maintain comprehensive inland, transit and marine cargo insurance covering the Products from the Seller’s facility through to final delivery.
| 5) | Performance Bond Insurance |
The Seller shall, at the Buyer’s request, provide a performance guarantee insurance policy (from Seoul Guarantee Insurance Co., Ltd.) with an insured amount equivalent to the contract price to guarantee the delivery of the products under this Contract.
The insurance shall cover the scenario which the Seller fails to deliver the products notwithstanding the Buyer’s full payment of the contract price. The Seller shall submit the insurance policy to the Buyer without delay after taking out the insurance no later than twenty-four (24) hours from the date of the Contract.
Page 2 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 6) | Terms of Payment |
| A) | First Payment: | KRW [**********] on May 14, 2026 | |
| B) | Second Payment: | KRW [**********] on July 30, 2026. | |
| C) | Third Payment: | KRW [**********] within 5 days from shipment. | |
| D) | Final Payment: | KRW [**********] within 30 days from destination arrival. |
| 7) | Shipping Documents |
| A) | Commercial invoice |
| B) | Packing List |
| 8) | Inspection and Delivery Management |
| A) | The Seller shall conduct equipment verification based on the content specified in the acceptance method attached as an appendix to this Contract, and perform FAT (Factory Acceptance Test) with the Buyer present. |
| B) | The Seller shall submit the following documents prior to or during the FAT: |
| ● | Technical specifications |
| ● | Acceptance criteria |
| ● | Equipment drawings and general arrangement drawings |
| ● | Testing report based on Acceptance method |
| ● | On-site installation Inspection Test Plan (ITP) |
| C) | The On-site ITP and the delivery schedule under Free On Board (FOB) terms shall be determined through mutual consultation. Shipment shall not be carried out without such agreement. |
| D) | If the above documents are not submitted or approved, the Buyer may postpone shipment and payment schedule or deem the FAT unsuccessful. |
| 9) | Warranty |
The Products shall be free of defects. Troubles imputable to defect in material or workmanship during normal operation or handling within one year from the date of completion of full commissioning and commencement of normal operation at the Buyer’s site shall be promptly corrected by ULVAC free of charge.
This warranty, however, does not cover consumables, such as O-rings, pump oils, tester, etc. ULVAC is not liable for any secondary or consequential damages, namely compensation for product loss or opportunity loss by trouble of this system.
The Seller has good and marketable title to the Products, free and clear of all security interests, lien and encumbrances. Seller has, or will have, all valid authorization, consent, orders, filing and registration necessary to effectuate and perform the terms of this Contract.
Page 3 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 10) | Force Majeure |
The Seller shall not be held responsible for delay in shipment or non-delivery of the Contract Products solely to the extent caused by war, fire, flood, typhoon or earthquake (a “Force Majeure Event”), provided that such Force Majeure Event is objectively beyond the reasonable control of the Seller, could not have been reasonably foreseen or prevented, and cannot be overcome by the Seller’s commercially reasonable efforts to mitigate the effect of such Events. The Seller shall advise the Buyer in writing immediately of a Force Majeure Event and within 14 days thereafter, the Seller shall send by air mail or e-mail to the Buyer a declaration letter issued by a competent government authority verifying such event. The delay caused by the Force Majeure event would not constitute a delivery delay. However, under such circumstances the Seller is still under the obligation to take all necessary measures to hasten the delivery of the Products. If a Force Majeure Event lasts for more than four weeks,the Buyers shall have the right to cancel this Contract upon written notice and in such event, no penalty shall be claimed by either party against the other and any advanced payment by the Buyer shall be fully returned to the Buyer via wire transfer within five (5) business days of such cancellation.
| 11) | Cancellation Clause |
The Buyer shall have absolute right to terminate this Contract for its convenience, for any reason or no reason at any time prior to delivery upon written notice. The proportion of the cancellation charge of the contract shall be stipulated below.
|
Weeks from the date of receiving the advanced payment to the date of cancellation 支払い受取日からキャンセル期日までの期間 지급수취일로부터계약 해지일까지의 기간(단위: 주) |
Percentage of total contract value 契約合計金額の割合 총 계약금액 대비 비율 |
|
1~4 weeks 1~4주 |
20% |
|
5~16 weeks 5~16주 |
60%
|
|
17 weeks and over 17주 이상 |
100% |
| 12) | Time is of the Essence |
All acts to be performed under this Contract shall be performed timely, and each applicable provision shall be construed with time being of the essence and timely performance constituting a material term of this Contract.
| 13) | Penalty |
Should the Seller fail to make delivery on time as stipulated in the Contract, with the exception of Force Majeure Events causes specified in Clause 10 of this Contract, the Buyer may in its sole discretion elect to postpone the delivery date as stipulated on Clause 1 on the condition that the Seller pays a penalty which shall be deducted by total contract value or any outstanding payments. The penalty rate is charged at 0.3% every day. The penalty, however, shall not exceed 10% of the total value of the Products involved in the delayed delivery.
| 14) | Governing Law and Arbitration |
This Agreement shall be governed by laws of Republic of Korea without reference to conflict of laws principles. All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement shall be finally settled by arbitration in Republic of Korea in accordance with the Commercial Arbitration Rules of The Korean Commercial Arbitration Board.
The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, or any Individual Agreements or any transactions contemplated thereby.
Page 4 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 15) | Other terms |
A. Controlling Language. This Contract is prepared in Korean. In the event of any conflict or inconsistency between the Korean language and the English or Japanese languages provided herein, the Korean language shall naturally and unconditionally prevail and take precedence in all respects.
B. No Waiver. Any waiver by a party of any provision of this Contract shall not operate as or be construed to be a waiver of any other provision of this Contract. The failure of a party to insist upon strict adherence to any term of this Contract on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Contract. No provision of this Contract may be waived or amended other than by a written agreement signed by the parties to this Contract. No custom or practice of the parties at variance with the terms hereof shall constitute a waiver by any party of its right to exercise any right, power or remedy available to it hereunder or any other right, power or remedy or to demand strict compliance with the terms of this Contract.
C. Amendments or Modification. Any amendment or modification of this Contract shall be in writing signed by t Buyer and Seller.
| 16) | Contract Document |
The contract is made in two original copies, one to be held by the Seller and another to be held by the Buyer.
| 17) | Appendix |
Appendix 1 : Technical Specification
Appendix 2 : Acceptance inspection Criteria
Appendix 3 : END-USE CERTIFICATE
| The Buyer | The Seller | |
| EM LLC | ULVAC Korea Ltd | |
| (Wholly owned subsidiary of EMAT) | ||
| /s/ Frank S.J Moon | /s/ Sung Soo Choi | |
| Representative Name: | Representative Name: | |
| Frank S.J Moon | Sung Soo Choi | |
| Title: C.E.O | Title: C.E.O | |
| Date: May 13, 2026 | Date: May 13, 2026 |
Page 5 / 5
Exhibit 10.8
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
CONTRACT
계약서
CONTRACT No.: W20260330-009-01
계약번호: W20260330-009-01
DATE: May,13th,2026
계약체결일: 2026년 5월 13일
THE BUYER: EVOLUTION METALS LLC
(Wholly owned subsidiary of Evolutions Metals & Technologies Corp)
NASDAQ: EMAT
06651 Office 2F A01, 39, Banpo-daero 22-gil, Seocho-gu, Seoul, Republic of Korea
TEL:+82+(0)42-863-9913
매수인: 에볼루션메탈스 유한회사(EM LLC)
(에볼루션 메탈스 엔드 테크놀로지 코포레이션의 100% 자회사)
나스닥: EMAT
서울특별시 서초구 반포대로22길 39, 2층 에이01호(서초동, 우신1549빌딩)
전화번호: +82+(0)42-863-9913
THE SELLER: ULVAC KOREA, Ltd.
5, Hansan-gil, Cheongbuk-eup, Pyeongtaek-si, Gyeonggi-Do, Korea 17792
TEL:+82-31-683-2922
매도인: 한국알박 주식회사(韓國알박 株式會社)
경기도 평택시 청북읍 한산길 5
전화번호: +82-31-683-2922
This Contract is made by and between the Buyer and the Seller; whereby the Buyer agrees to purchase, and the Seller agrees to sell the products (the “Products”) described below on the terms and conditions stipulated below:
본 계약은 매수인과 매도인 간에 체결되었고, 매수인은 아래에 기재된 물품(이하 “물품”)을 매수하고 매도인은 이를 판매하기로 하며, 그 조건은 이하에 규정된 내용에 따른다.
| No. | PRODUCTS AND SPECIFICATIONS | QUANTITY | UNIT PRICE | TOTAL PRICE | |||
| 1 |
Vacuum Induction Melting Furnace (50kg) Model : FVI-50-SC/A |
1set | KRW [*********] | KRW [************] | |||
| TOTAL | KRW [***********] | ||||||
| ※ Include DDP Buyer destination Korea. | |||||||
| TOTAL CONTRACT PRICE: [***************************] KRW Only | |||||||
Page 1 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 순번 | 물품 품명 및 사양 | 수량 | 단가 | 총액 | |||
| 1 | 진공 유도 용해로 (50kg) 모델명: FVI-50-SC/A |
1세트 | [************]원 | [************]원 | |||
| 총액 | [************]원 | ||||||
| ※ 본 가격은 매수인 지정 대한민국 DDP조건 | |||||||
|
총 계약금액: 금 [************************************] 정
| |||||||
*Above furnace will be located in Republic of Korea.
上記装置の仕向国:韓国
상기 용해로의 수출 목적지는 대한민국임.
| 1) | Delivery term |
The Seller shall be solely responsible for, and shall bear all costs associated with obtaining the required Export License (EL) within thirty (30) days of the execution of this Contract. Following confirmation of the order and the EL approved, the Seller shall deliver the products on a DDP buyer final destination basis by no later than November 30, 2026. Such delivery shall be made prior to completion of full installation and commissioning.
| 2) | Port of shipment |
International seaport
| 3) | Packing |
To be packed in new strong wooden cases/carton suitable for long distance sea transportation and well protected against dampness, moisture, shock, rust and other perils of international ocean shipment.
| 4) | Insurance(to final destination point in Korea) |
The Seller shall, at its sole cost and expense, procure and maintain comprehensive inland, transit and marine cargo insurance covering the Products from the Seller’s facility through to final delivery.
| 5) | Performance Bond Insurance |
The Seller shall, at the Buyer’s request, provide a performance guarantee insurance policy (from Seoul Guarantee Insurance Co., Ltd.) with an insured amount equivalent to the contract price to guarantee the delivery of the products under this Contract.
The insurance shall cover the scenario which the Seller fails to deliver the products notwithstanding the Buyer’s full payment of the contract price. The Seller shall submit the insurance policy to the Buyer without delay after taking out the insurance no later than twenty-four (24) hours from the date of the Contract.
Page 2 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 6) | Terms of Payment |
| A) | First Payment: | KRW [********] on July 30, 2026. | |
| B) | Second Payment: | KRW [*********] on August 30, 2026. | |
| C) | Third Payment: | KRW [**********] within 5 days from shipment. | |
| D) | Final Payment: | KRW [**********] within 30 days from destination arrival. |
| 7) | Shipping Documents |
| A) | Commercial invoice |
| B) | Packing List |
| 8) | Inspection and Delivery Management |
| A) | The Seller shall conduct equipment verification based on the content specified in the acceptance method attached as an appendix to this Contract, and perform FAT (Factory Acceptance Test) with the Buyer present. |
| B) | The Seller shall submit the following documents prior to or during the FAT: |
| ・ | Technical specifications |
| ・ | Acceptance criteria |
| ・ | Equipment drawings and general arrangement drawings |
| ・ | Testing report based on Acceptance method |
| ・ | On-site installation Inspection Test Plan (ITP) |
| C) | The On-site ITP and the delivery schedule under Free On Board (FOB) terms shall be determined through mutual consultation. Shipment shall not be carried out without such agreement. |
| D) | If the above documents are not submitted or approved, the Buyer may postpone shipment and payment schedule or deem the FAT unsuccessful. |
| 9) | Warranty |
The Products shall be free of defects. Troubles imputable to defect in material or workmanship during normal operation or handling within one year from the date of completion of full commissioning and commencement of normal operation at the Buyer’s site shall be promptly corrected by ULVAC free of charge.
This warranty, however, does not cover consumables, such as O-rings, pump oils, tester, etc. ULVAC is not liable for any secondary or consequential damages, namely compensation for product loss or opportunity loss by trouble of this system.
The Seller has good and marketable title to the Products, free and clear of all security interests, lien and encumbrances. Seller has, or will have, all valid authorization, consent, orders, filing and registration necessary to effectuate and perform the terms of this Contract.
Page 3 / 5
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 10) | Force Majeure |
The Seller shall not be held responsible for delay in shipment or non-delivery of the Contract Products solely to the extent caused by war, fire, flood, typhoon or earthquake (a “Force Majeure Event”), provided that such Force Majeure Event is objectively beyond the reasonable control of the Seller, could not have been reasonably foreseen or prevented, and cannot be overcome by the Seller’s commercially reasonable efforts to mitigate the effect of such Events. The Seller shall advise the Buyer in writing immediately of a Force Majeure Event and within 14 days thereafter, the Seller shall send by air mail or e-mail to the Buyer a declaration letter issued by a competent government authority verifying such event. The delay caused by the Force Majeure event would not constitute a delivery delay. However, under such circumstances the Seller is still under the obligation to take all necessary measures to hasten the delivery of the Products. If a Force Majeure Event lasts for more than four weeks,the Buyers shall have the right to cancel this Contract upon written notice and in such event, no penalty shall be claimed by either party against the other and any advanced payment by the Buyer shall be fully returned to the Buyer via wire transfer within five (5) business days of such cancellation.
| 11) | Cancellation Clause |
The Buyer shall have absolute right to terminate this Contract for its convenience, for any reason or no reason at any time prior to delivery upon written notice. The proportion of the cancellation charge of the contract shall be stipulated below.
|
Weeks from the date of receiving the advanced payment to the date of cancellation 支払い受取日からキャンセル期日までの期間 지급수취일로부터계약 해지일까지의 기간(단위: 주) |
Percentage of total contract value 契約合計金額の割合 총 계약금액 대비 비율 |
|
1~4 weeks 1~4주 |
20% |
|
5~16 weeks 5~16주 |
60%
|
|
17 weeks and over 17주 이상 |
100% |
| 12) | Time is of the Essence |
All acts to be performed under this Contract shall be performed timely, and each applicable provision shall be construed with time being of the essence and timely performance constituting a material term of this Contract.
| 13) | Penalty |
Should the Seller fail to make delivery on time as stipulated in the Contract, with the exception of Force Majeure Events causes specified in Clause 10 of this Contract, the Buyer may in its sole discretion elect to postpone the delivery date as stipulated on Clause 1 on the condition that the Seller pays a penalty which shall be deducted by total contract value or any outstanding payments. The penalty rate is charged at 0.3% every day. The penalty, however, shall not exceed 10% of the total value of the Products involved in the delayed delivery.
| 14) | Governing Law and Arbitration |
This Agreement shall be governed by laws of Republic of Korea without reference to conflict of laws principles. All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement shall be finally settled by arbitration in Republic of Korea in accordance with the Commercial Arbitration Rules of The Korean Commercial Arbitration Board.
The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, or any Individual Agreements or any transactions contemplated thereby.
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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[******]”
| 15) | Other terms |
A. Controlling Language. This Contract is prepared in Korean. In the event of any conflict or inconsistency between the Korean language and the English or Japanese languages provided herein, the Korean language shall naturally and unconditionally prevail and take precedence in all respects.
B. No Waiver. Any waiver by a party of any provision of this Contract shall not operate as or be construed to be a waiver of any other provision of this Contract. The failure of a party to insist upon strict adherence to any term of this Contract on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Contract. No provision of this Contract may be waived or amended other than by a written agreement signed by the parties to this Contract. No custom or practice of the parties at variance with the terms hereof shall constitute a waiver by any party of its right to exercise any right, power or remedy available to it hereunder or any other right, power or remedy or to demand strict compliance with the terms of this Contract.
C. Amendments or Modification. Any amendment or modification of this Contract shall be in writing signed by t Buyer and Seller.
| 16) | Contract Document |
The contract is made in two original copies, one to be held by the Seller and another to be held by the Buyer.
| 17) | Appendix |
Appendix 1 : Technical Specification
Appendix 2 : Acceptance inspection Criteria
Appendix 3 : END-USE CERTIFICATE
| The Buyer | The Seller | |
| EM LLC | ULVAC Korea Ltd | |
| (Wholly owned subsidiary of EMAT) | ||
| /s/ Frank S.J Moon | /s/ Sung Soo Choi | |
| Representative Name: Frank S.J Moon | Representative Name: Sung Soo Choi | |
| Title: C.E.O | Title: C.E.O | |
| Date: May 13, 2026 | Date: May 13, 2026 |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Evolution Metals & Technologies Enters into Strategic Equipment Purchase Agreements with ULVAC to Scale Annual Rare Earth Magnet Capacity to 10,000 Tons, Including 6,000 Tons of High-Performance Sintered Magnets
Binding purchase order for thirteen world-class ULVAC sintered magnet machines, with expedited delivery and installation by November 2026; Deal leverages EM&T and ULVAC’s strategic relationship to solidify EM&T’s position as the world’s largest producer of rare earth magnets outside of China
MIAMI, FL, May 14, 2026 (GLOBE NEWSWIRE) – Evolution Metals & Technologies Corp. (“EM&T”, Nasdaq: EMAT), a mid-and-down-stream critical and strategic metals producer, has entered into binding purchase orders (the “Purchase Orders”) with ULVAC Korea, Ltd., a subsidiary of ULVAC, Inc. (“ULVAC”), the world’s leading manufacturer of rare earth sintered magnet production machinery, to purchase thirteen high-performance rare earth sintered magnet making machines. The scheduled delivery and installation of all thirteen machines in November 2026 is intended to expand EM&T’s current annual rare earth magnet production capacity to 10,000 metric tons per annum, including 6,000 metric tons per annum of high-performance sintered magnets.
This transaction represents a significant milestone in EM&T’s growth in building a secure supply chain for high-performance rare earth permanent magnets. Upon integrating this latest equipment into EM&T’s existing production line, which is planned for November 2026, EM&T believes it will be positioned to be one of the leading producers of rare earth magnets outside of China.
Frank Moon, Chief Executive Officer of EM&T, commented:
“The partnership with ULVAC is the most consequential commercial landmark in EM&T’s history. The thirteen ULVAC machines are representative of the global standard for production of high-performance sintered rare earth magnets, and securing delivery by November 2026 — a timeline that would normally require 24 months post ULVAC’s deep due diligence — reflects the deep, long-standing trust and partnership EM&T’s management and engineers have built with ULVAC over many years.
“We are not simply buying machines. We are deploying the most advanced sintered magnet manufacturing infrastructure.
“And we are doing it on a timeline that puts us years ahead of our known market peers in delivering high-performance rare earth magnets to market at commercial scale.
“Almost every human interacts with a magnet every day, spanning automotive, defense, health, guidance, etc. The demand for what we are building is urgent, real, and growing every day.
“We believe that by increasing our existing magnet production to 10,000 tons per year, EM&T will be positioned to supply at scale ex-China manufacturers, including U.S. defense contractors who are required to buy American by January 2027. We believe this is what being years ahead of building, planning, executing and operating look like in practice.”
About ULVAC, Inc.
ULVAC, Inc. (www.ulvac.co.jp/en) is a Japanese multinational corporation founded in 1952 and headquartered in Kanagawa, Japan. It is the world’s leading systems and solutions provider and manufacturer of vacuum equipment to produce rare earth permanent magnets, advanced electronic devices, semiconductors, displays, automotive, and pharmaceuticals.
In the rare earth magnet industry specifically, ULVAC is universally recognized as the global standard-setter for sintered NdFeB magnet production technology. ULVAC’s reputation on Rare Earth alloy/magnet manufacturing equipment is unparalleled and ULVAC is regarded as state of the art throughout the industry.
ULVAC’s sintered magnet production systems — including its vacuum sintering furnaces, strip casting systems, hydrogen decrepitation units, and jet milling equipment — are the machines used by the world’s leading rare earth magnet manufacturers to produce the highest-grade, highest-performance sintered NdFeB magnets available commercially. ULVAC’s equipment is the manufacturing backbone of the global rare earth magnet industry, enabling the production of the Grade N52 and higher-performance magnets required for EV traction motors, direct-drive wind turbines, aerospace actuation systems, and advanced defense applications.
ULVAC’s technology is characterized by its precision process control, reproducibility at commercial scale, and the ability to achieve the grain boundary diffusion and microstructural uniformity required for the highest energy product magnets. Acquiring ULVAC sintered magnet production systems is a prerequisite for any company seeking to produce world-class, application-grade sintered rare earth magnets. EM&T believes that ULVAC’s allocation of thirteen production systems to EM&T on an expedited basis is therefore not merely a commercial transaction — it is a technology certification of EM&T’s capability and readiness to produce at the highest level of magnet manufacturing excellence.
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Validation of EM&T’s Strategic Position
EM&T believes that the binding Purchase Order with ULVAC represents powerful external validation of EM&T’s technological leadership, commercial credibility, and strategic positioning in the global rare earth magnet supply chain. Management believes the following factors demonstrate that EM&T is years ahead of any known peer in delivering high-performance rare earth magnets outside China at large commercial scale:
| ● | Typical 24-Month Delivery Compressed to Months. The standard delivery timeline for ULVAC sintered magnet production machines is more than 24 months from order placement. EM&T’s binding Purchase Order contemplates delivery of all thirteen machines by November 2026 — an extraordinary compression of the normal lead time that EM&T believes reflects the unique depth and longevity of the relationship between EM&T and ULVAC’s leadership, as well as EM&T’s recognized status as a premier commercial partner and end-user of ULVAC technology. |
| ● | EM&T believes that ULVAC’s Endorsement Validates EM&T’s Operational Credibility. ULVAC, Inc. is a preeminent manufacturer of rare earth sintered magnet production systems. ULVAC does not allocate its most advanced machinery to customers it does not regard as technically qualified, commercially serious, and operationally capable. EM&T believes that the fact that ULVAC has committed to this expedited, binding delivery schedule for thirteen of its premier sintered magnet machines is itself a powerful endorsement of EM&T’s manufacturing capability, management team quality, and commercial standing. |
| ● | Production Scale. Upon delivery and commissioning of the thirteen ULVAC machines, EM&T projects annual production capacity of approximately 10,000 metric tons of rare earth magnets, including 6,000 metric tons of high-performance rare earth magnets. Management believes this will continue to position EM&T to be the largest producer of rare earth magnets outside of China by a significant margin, aiming to establish a dominant ex-China market position. |
| ● | Vertically Integrated Supply Chain Covering the Full Value Chain. EM&T plans to build what it believes is the only known vertically stacked critical materials supply chain in the Western Hemisphere, spanning from end-of-life electronics and battery recycling, and processing of high grade concentrates, through rare earth oxide processing, NdPr metal and alloy production, bonded magnet manufacturing, and now, with this Purchase Order, significantly increased large-scale high-performance sintered magnet production. EM&T believes that this vertical integration from recycled feedstock to finished high-performance magnet is unique in the Western world and can create supply chain security and quality control that no competitor relying on Chinese feedstock or intermediate processing can match. |
| ● | Years of Lead Time Advantage Over Any Known Peer. EM&T believes that the combination of EM&T’s existing commercial-scale operations, its proprietary vertical supply chain, the November 2026 ULVAC machine delivery, and the 36-month lead time, which includes a year of validation of the buyer, that any new entrant would face from order placement means that EM&T’s competitive moat is measurable in years, not months. |
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| ● | U.S. National Security. The U.S. government has designated rare earth permanent magnets, including NdFeB sintered magnets, as critical national security materials. China’s April 2025 export controls on rare earth magnet materials created immediate supply chain disruptions across U.S. defense, automotive, and advanced technology sectors. EM&T believes that the November 2026 production scale-up aims to directly address this national security imperative and positions EM&T as a cornerstone supplier for U.S. government and allied industrial programs. In January 2027, the U.S. Department of War policy begins of U.S. defense contractors only being able to buy American. |
EM&T’s ULVAC Purchase Order Equipment List:

About Evolution Metals & Technologies Corp.
Evolution Metals & Technologies Corp. is a U.S. based critical materials and advanced manufacturing company listed on Nasdaq (EMAT). EMAT is focused on building a secure supply chain for rare earth permanent magnets, battery materials, and related critical technologies, leveraging proven commercial-scale operations, advanced processing technologies, and strategic partnerships. EM&T operates what it believes is the only known vertically stacked critical materials supply chain spanning from end-of-life electronics and batteries, as well as high-grade concentrates, through the manufacture of finished rare earth magnets, including high-performance rare earth magnets, and battery materials.
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Cautionary Note Regarding Forward-Looking Statements
This press release may contain forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding EMAT’s plans, objectives, expectations, projections, strategies, anticipated production capacity, expansion plans, machine delivery timelines, competitive positioning, and commercial operations. All statements, other than statements of historical facts, included herein and public statements by our officers or representatives, that address activities, events or developments that our management expects or anticipates will or may occur in the future, are forward-looking statements, including but not limited to statements regarding future business strategy, production capacity, plans and goals, competitive strengths, and expansion and growth of our business. These forward-looking statements, along with terms such as “anticipate,” “expect,” “intend,” “may,” “will,” “should,” “believes,” “positioned,” and other comparable terms, involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Those risks include risks related to changes in our operations; uncertainties concerning estimates and projections; industry-related risks; the commercial success of, and risks related to, our development activities; uncertainties and risks related to our reliance on contractors, equipment suppliers, and consultants; and risks related to machine delivery schedules, commissioning timelines, and production ramp-up. . Those statements include statements regarding the intent, belief, or current expectations of EMAT and its management, as well as the assumptions on which such statements are based. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated, or intended. . While these forward-looking statements were based on assumptions that the Company believes are reasonable when made, you are cautioned that forward-looking statements are not guarantees of future performance and that actual results, performance, or achievements may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if our results, performance, or achievements are consistent with the forward-looking statements contained in this press release, those results, performance, or achievements may not be indicative of results, performance, or achievements in later periods. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements made in this press release speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments unless required by law. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including risks related to execution, financing, regulatory approvals, equipment delivery, and market conditions. Additional information concerning these and other factors that may impact EMAT’s expectations and projections can be found in filings it makes with the SEC, including the Annual Report on Form 10-K of EMAT filed with the SEC on February 20, 2026, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by EMAT. SEC filings are available on the SEC’s website at www.sec.gov.
Investor Relations Contact:
Judith McGarry
Evolution Metals & Technologies Corp.
Arx Investor Relations
North American Equities Desk
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