Partnership Framework Agreement BETWEEN The Ministry of Economy and Finance of the Republic of Guinea And The KALLO INC. and GRISSAG AG LTD. (GRISSAG) Companies

Exhibit 10.23

Partnership Framework Agreement

BETWEEN

The Ministry of Economy and Finance of the Republic of Guinea

And

The KALLO INC. and GRISSAG AG LTD. (GRISSAG) Companies

Conakry, September 21, 2018

Seal of Grissag Ag Ltd. (Grissag) Companies - Initials Pieter van der Merwe

Seal of Kallo Inc. USA and Canada - Initirals of Xxxx Xxxxx

Unknown Initials

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This framework partnership agreement is signed on the 21^st day of September, 2018 in Conakry, Republic of Guinea.

Between

The Ministry of Economy and Finance of the Republic of Guinea, governed by the law of the Republic of Guinea, whose registered office is at Boulbinet District, Commune of Kaloum, Conakry, Republic of Guinea (hereinafter referred to as "State") Represented by the Minister of Economy and Finance.

Of the first part,

The KALLO INC. & GRISSAG Companies

KALLO INC. is a company registered and governed by the law of the State of Nevada (USA), and represented by Xxxx XXXXX, holder of the Canadian passport number XX000000, in his capacity as President and Chief Executive Officer, whose core business is marked by the implementation of health projects and the management of the program of implementation of other projects eligible for all investments that will be concerned. He is also responsible for the mobilization of concessional financing with the approval of the Guinean State. The principal establishment of Kallo Inc. is located at 000, Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxx Xxxx, Xxxxxxx, Xxxxxx M3B 3H9, registered in Ontario under Ontario Business Number 1827824.

GRISSAG AG LTD., A finance and project management company based in London, UK with offices in South Africa, Portugal, Russia, Austria and Hong Kong. The Company specializes in the industrial, infrastructure and financial sectors in developing and transition countries in Africa, with a particular focus on financing SMEs and projects. The Company Reg. No .: 2015/070820/07 has offices in London at 000 Xxxx Xxxx, Xxxxxx Xxxxxxx, XX0X 0XX and South Africa at Farm Smaldeel, Theunissen 9410.

Of the other part,

Both parties are collectively referred to as "the Partners" in the rest of the text.

It has been previously stated as follows:

·	that the company Kallo Inc. proposes to the government the mobilization of funding for public infrastructures.

·	that the Guinean government is looking for funding opportunities for some projects of the National Economic and Social Development Plan (PNDES).

·	that Kallo Inc. states that it has the ability to mobilize significant resources for the realization of public service infrastructures.

that the company Kallo Inc. claims to provide a complete end-to-end solution in the construction of health infrastructures, including the construction of hospitals, mobile clinics, supply, installation, integration, maintenance , training and support of hospital and medical equipment. That it has innovative technology that enables seamless clinical and administrative workflow, in the environment of paperless and filmless clinics, as well as clinical support through real-time telemedicine, administrative support for technology, biomedical engineering, a supply chain and rapid integration.

Seal of Grissag Ag Ltd. (Grissag) Companies - Initials Pieter van der Merwe

Seal of Kallo Inc. USA and Canada - Initirals of Xxxx Xxxxx

Unknown Initials

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The company Kallo Inc. will execute, if necessary through its collaborating partners, other priority projects identified by the Republic of Guinea such as motorways, seaports and airports, housing, social etc.

·	that GRISSAG AG, claims that in September 2015, it founded the Joint Venture Project, for funding from Holding AG ("JV Holding"), an investment company that shares premises with GRISSAG AG in Theunnissen. Since then, new international partners have joined JV Holding as shareholders.

·	that JV Holding's mission is to build a global network of commercial banks and project financing. GRISSAG AG is the technical partner and manager of JV Holding and its network of banks.

that GRISSAG AG, works with a growing range of reputable customers from different backgrounds. Recent clients include international financial institutions such as the Southern African Development Bank, the International Finance Corporation (IFC), the European Bank for Reconstruction and Development (EBRD) and the Asian Development Bank (ADB), as well as a growing number of private commercial banks and investment funds. Grissag AG has entered into a joint venture agreement with Rosatom Nuclear Power Company, which is currently the world leader in enriched uranium. Grissag AG is also in partnership with Alania Petroleum Madrid, Rosneft Russia and Maritime Shipping Company.

That in partnership with the Guinean State, XXXXX.XXX and GRISSAG undertake to carry out the studies, mobilize the funds, and coordinate the realization and the management of these projects.

That among the projects of the Program of the Government of the Republic of Guinea, KALLO INC Enterprises and GRISSAG undertake to execute those which are primarily related to socio-economic development in sectors such as:

·	Health: Hospitals, Rural Clinics and Mobile Clinics; according to the proposal submitted by Kallo Inc. and approved by the Ministry of Health.

·	Agriculture: development of 20,000 hectares of land along the xxxxxx Xxxx and Sankarani;

·	Infrastructures: construction of Kankan-Kérouané road, Kankan-Mandiana;

·	Water: Serving the city of Conakry and cities in the interior of the country.

Seal of Grissag Ag Ltd. (Grissag) Companies - Initials Pieter van der Merwe

Seal of Kallo Inc. USA and Canada - Initirals of Xxxx Xxxxx

Unknown Initials

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THEREFORE, IT HAS BEEN AGREED AS FOLLOWS:

Article 1: Object

This Partnership Agreement is initiated by the parties to promote their collaboration on the proposal for financing infrastructure projects and other projects (hereinafter referred to as "projects").

It sets the conditionalities for accessing and implementing the available concessional financing, the method of eligibility of the projects for this financing, as well as the conditions for operationalizing future financing that may be implemented for potential projects.

Article 2 – Components

A component of this framework agreement, among others, is any project selected by the Government of the Republic of Guinea as a priority, having met eligibility criteria, in particular those relating to the appropriate pre-feasibility and feasibility studies, allowing to know the precise cost and the socio-economic and environmental impact of the related project.

The other technical, administrative, financial, fiscal and community components, etc., will be governed by specific sectoral agreements in the framework of the legislation in force.

Article 3 - Modalities for access and implementation of investments

Article 3.1 - The amount

The total amount required for initial investments is $2,500,000,000 (Two Billion Five Hundred Million Dollars) subject to cost confirmation after a rigorous adversarial evaluation. Withdrawals will be taken from this amount on the basis of the feasibility studies architecture and design of the solution and other pre-construction and/or manufacturing, then implemented and carried out according to the defined criteria and after approval by the Government.

As part of this partnership, before any operations, the State wishes to have more information as to the source and the reliability of the funds to be mobilized by KALLO INC. & GRISSAG.

Seal of Grissag Ag Ltd. (Grissag) Companies - Initials Pieter van der Merwe

Seal of Kallo Inc. USA and Canada - Initirals of Xxxx Xxxxx

Unknown Initials

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Article 3.2 - The interest rate

The applicable interest rate is 1.5% with a 30-year loan period, including a 5-year moratorium. The financial arrangement fees for contacts and the involvement of the persons indicated, the recurrent and associated expenses, the emoluments of the support offices and other applicable fees are 0.3% of the total amount of the loan.

Any loan must be in line with the commitments of the Guinean Government, including the commitments made with the IMF on the concessionality of rates.

3.3 - The classic government guarantee

The Classic Government Guarantee of the Republic of Guinea is the signature of the loan agreement by the Minister of Economy and Finance. It will be followed by the ratification by the National Assembly and the issuance of the Legal Opinion by the Constitutional Court. The confirmation of the Government Classic Guarantee will be sent by SWIFT to GRISSAG's Bank before funds are sent from Grissag's to the Central Bank for projects.

A traditional government guarantee is a form of protection by the Republic of Guinea for investment, which is the subject of this agreement, with the signature of the competent authorities and ratified by the National Assembly.

All receipts that could repay the above-mentioned total amount flowing from the projects that are the subject of this framework agreement must be guarantees in relation to the financing mobilized. They shall be valid until the expiry of the present Framework Agreement.

Article 4 - Obligations of the State

In application of the provisions of the legislation in force (in particular the tax and customs legislation, the Investment Code, the banking and foreign exchange legislation, the labor legislation, anti-money laundering and terrorist financing laws in the Republic of Guinea), the State will treat and evaluate as a result of a due diligence of good faith, the proposal of KALLO INC. & GRISSAG.

It will create all the conditions for mobilization and implementation of these investments in Guinea in accordance with the defined implementation schedule:

·	Ensure that eligible sectoral projects are identified and prioritized

·	Designate Guinean project management officers;

·	Respect the repayment conditions throughout the loan period;

·	Timely validation of the studies submitted for its consideration.

Seal of Grissag Ag Ltd. (Grissag) Companies - Initials Pieter van der Merwe

Seal of Kallo Inc. USA and Canada - Initirals of Xxxx Xxxxx

Unknown Initials

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Article 5 - Obligation of KALLO INC. & GRISSAG

In accordance with international obligations against money laundering and the financing of terrorism, KALLO INC. & GRISSAG undertake to provide the detailed development plan, the financial statements for the last three fiscal years, the bylaws of the two companies, the copies of the joint venture documents, and to inform the banks at the origin of the financing, as well as to provide correspondence indicating their willingness to participate in the partnership that is the subject of this Agreement.

Make available funds for concessional projects. Conduct appropriate studies with sustainable schedule plans. Respect and enforce the conditions of access to financing throughout the loan period. Involve decision-makers in the negotiation of specific agreements in order to be able to sign them soon after the completion of related studies. KALLO INC. & GRISSAG must submit the health project implementation plan and have it approved by the Ministry of Health within two months of signing this agreement.

Article 6 - Effective Date and Duration

6-1- Effective date

This binding Framework Agreement shall take effect from the date of its signature to enable effective mobilization of funds. If no funding is mobilized after six (6) months, this Agreement shall be null and void.

6-2- Duration

This Agreement is concluded for a period of twelve (12) months renewable by written agreement and after evaluation by both parties. It may not be assigned or transferred without the prior written consent of the Republic of Guinea.

Article 7 - Signature

The present Partnership Agreement, to respond quickly to its vocation as a guarantee, must be signed by the Minister of Economy and Finance.

Article 8 - Force majeure

Unforeseen events relating to natural disasters, brutal and uncontrollable social movements, likely to make the project unworkable, and causing untenable extra costs and result in the partial or permanent termination of the project; come under the domain of force majeure. In such circumstances, the parties are not held responsible. However, they must avert such circumstances through appropriate insurance.

Seal of Grissag Ag Ltd. (Grissag) Companies - Initials Pieter van der Merwe

Seal of Kallo Inc. USA and Canada - Initirals of Xxxx Xxxxx

Unknown Initials

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Article 9- Termination, Dispute Settlement and Applicable Law

9-1. Termination

Each Party to this Financing Framework Agreement may unilaterally terminate the Agreement with 30 days' notice.

9-2. Dispute settlement

Any dispute arising out of the implementation of this Agreement shall be settled amicably or, failing that, by ad hoc arbitration.

9-3. Applicable law

This Partnership Agreement will be governed by the laws of the Republic of Guinea.

Article -10. Confidentiality

During the execution of this Agreement and for a period of one year after its expiration, each Party undertakes not to disclose or sell, for any reason, to any other third party, the confidential information related to the other Party.

Article -11. Exclusivity

This agreement gives Kallo Inc. and Grissag exclusive responsibility for six (6) months after its approval by the National Assembly to allow the implementation of projects without harmful competition.

Article -12. Various

12-1. During the period of this exclusivity for Kallo Inc. and Grissag no entity shall be authorized by the Guinean Government to interfere in the realization of the Projects subject to this Agreement.

12-2. This exclusivity will terminate after six (6) months if Kallo Inc. and Grissag fail to mobilize and start realizing the field work.

12-3. This agreement thus becomes an obligation for the parties to reassure the financing institutions to the benefit of effective implementation of the projects in accordance with accepted legal process applicable in the circumstances.

12-4. The binding terms and conditions related to this agreement are below-presented.

Seal of Grissag Ag Ltd. (Grissag) Companies - Initials Pieter van der Merwe

Seal of Kallo Inc. USA and Canada - Initirals of Xxxx Xxxxx

Unknown Initials

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Loan Facility - Binding Terms Sheet

For

Client: GOVERNMENT OF GUINEA

FOR: Kallo Inc. Projects in Guinea

1 PARTIES
Arranger (lender group):	TBA
Borrower:	Government of Guinea
Lender:	Grissag AG (PTY) Ltd
Guarantor:	Government of Guinea
2 ESTABLISHMENT
Description of the installation:	Grissag AG (PTY) Ltd will make available to the borrower US $8 billion subject to the terms and conditions agreed to by both parties and included in the financing agreement.
Financing currency:	USD
Installation amount:	Eight (8) billion USD progressively with health projects for immediate implementation (1.7 billion USD)
Effective date:	The date on which the transaction documents are concluded and become legally binding
Instrument	Long term loan
Term:	Maximum of 30 years
Final due date:	One (1) year and one (1) day from the date of issue and delivery of the acceptable letter of guarantee, duly confirmed and accepted as payable at the wickets at maturity of the banks accepted by the lender. The guarantee will be automatically renewable at the end of each year.
Goal:	Kallo Inc. Projects Listed in Loan Agreement.
Loan Availability Period:	Within twenty-one (21) banking days following the receipt and verification of each SWIFT guarantee by the guarantor of the lender concerned, provided however that said schedule considers that each of the guarantees is duly provided according to the discretion and specifications of the borrower, in his unique, though reasonable, discretion.

Seal of Grissag Ag Ltd. (Grissag) Companies - Initials Pieter van der Merwe

Seal of Kallo Inc. USA and Canada - Initirals of Xxxx Xxxxx

Unknown Initials

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3 PRICE
Basic rate:	Fixed interest rate
Interest rate:	Fixed interest rate of 1.5%
Reference rate:	Fixed interest rate
Penalty interest on late payments:	0.5% rate per month
Other expenses:	The Customer shall pay the Facilitators a commission of 0.3% within 7 days of receipt of the Funder's funds from the Facilitators of this Agreement.
4 REPAYMENT AND PREPAYMENT
Refund:	A grace period of 5 years as follows: There will be no refund for three (3) years, the interest due will be capitalized during this period. Follow-up of semi-annual interest payments only for the next two (2) years. Proceeds by half-yearly repayment of capital and interest. Repayment of principal will be amortized in equal installments until the end of the loan. Any refund due will be made on the due date of repayment and no later than three (3) business days after the due date of repayment according to the repayment schedule attached. The refund must be made in USD without any deduction in the account specified by the lender.
Loan Payment	Payments will be made in accordance with the loan agreement.
Voluntary prepayment	Prepayments are acceptable. Conditional of the maturity of the guarantee annually. The Borrower may repay all or part of the balance of the outstanding principal and accrued interest, giving an early redemption request with advance notice of at least one (1) month specifying: (i) The amount of the prepayment (ii) Early Redemtion Date An "Advance Payment Request" means a written request from the Borrower to the Lender to prepay all or part of the Loan. An "Advance Payment Amount" means the amount of the Principal Balance and accrued interest that must be paid in advance by the Borrower. An "Early Payment Date" means the date, which must be a Payment Due Date, on which the Borrower proposes to prepay an Early Redemption Amount. To facilitate the calculation, the total amount of the early redemption will first be used to offset any interest due at the time of the request and the second will be used to reduce the capital balance due at the time of the prepayment request.

Seal of Grissag Ag Ltd. (Grissag) Companies - Initials Pieter van der Merwe

Seal of Kallo Inc. USA and Canada - Initirals of Xxxx Xxxxx

Unknown Initials

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Security/Warranty:	The Classic Guarantee of the Republic of Guinea with the signature of the Minister of Economy and Finance followed by the ratification by the National Assembly and the issuance of the Legal Opinion by the Constitutional Court. The confirmation of the traditional government guarantee will be transmitted by SWIFT from the central bank of Guinea to the bank Grissag before the funds are sent from the bank of Grissag to the central bank for projects.
5 REPRESENTATIONS, COMMITMENTS, COMMITMENTS AND DEFECTS
Representations and guarantees:	Both parties undertake to respect the conditions set.
Default case:	The Lender shall immediately call the Default Guarantee as follows: (1) The Borrower shall not pay on the Maturity Date any amount payable under this Agreement at the place and in the currency in which it is expressed to be payable, unless: (i) its failure to pay is caused by an administrative or technical error or disruptive event; and (ii) payment is made within three (3) business days of the due date; or (2) if it is or becomes illegal for the Borrower to perform any of its obligations under this Agreement or this Agreement is not in force in accordance with its terms or is presumed by the Borrower ineffective in accordance with its terms.
Disturbance events:	"Disruption Event" means any of the following: (1) a significant disruption in the payment or communication systems or financial markets that must, in each case, operate to make payments in the context of this contract; or (2) the occurrence of any other event that causes a disruption (technical or system-related) to Treasury or Borrower Bank or Borrower Bank operations that prevent the Party from: (i) performing his obligation to pay.
Commitments:	The loan offered is based on the negotiated guarantee(s) of the guarantor. The Lender undertakes to make available the funds up to 1.5% Interest rate on the payment on time in the specified account of the borrower.
6 VARIOUS
Costs and expenses:	Kallo Inc. will be responsible for all travel and living expenses of the lender should he travel.
Transferability:	The Lender will have the right to assign its rights and obligations in terms of the Facility to a Third Party without the consent of the Borrower. However, the lender must notify the borrower in writing in case of assignment of his rights to a third party.

Seal of Grissag Ag Ltd. (Grissag) Companies - Initials Pieter van der Merwe

Seal of Kallo Inc. USA and Canada - Initirals of Xxxx Xxxxx

Unknown Initials

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Cancellation:	No lender or borrower will have the right to cancel this agreement without the payment of a penalty of one percent of the face value of this contract by the Lender or Borrower to the Lender's Group and the non-cancelling Lender or Borrower. If the Lender and the Borrower mutually agree to cancel this Agreement, the Lender Group will receive from the Lender and the Borrower Compensation calculated as a reasonable loss to the Lender Group by such cancellation.
7 NCNDA
Non-disclosure	The parties irrevocably agree not to disclose or disclose directly or indirectly to any unauthorized person or entity any confidential information provided by one party to another, including but not limited to the terms of the agreement, the product information relating to the product. the identity of sellers, producers, buyers, lenders, borrowers, distributors, refiners, manufacturers, technology owners or their representatives, as well as names, addresses, directors or telex/fax/telephone numbers, product or technology references information and/or other information deemed confidential or privileged within the broadest possible scope of the project or transaction without the prior written consent of the party or parties generating or having ownership of that information.
Non-circumvention:	The parties agree not to circumvent or attempt to circumvent this agreement for the purpose of obtaining fees, commissions, remunerations or circumvention considerations would otherwise be considered the legitimate property of one or more of the parties.
Free market:	For the purpose of the non-circumvention restriction, the Borrower and the Lenders and their respective structures and the associated third parties are considered as customers and financial partners of the ("Arranger") with benefits equal to the ration provided for in this Agreement to pay to the Arranger for all transactions with the Lender and the Borrower/or their related parties for a period of five (5) years from the date of signing hereof.
Signatories:	ACCEPTED AND AGREED WITHOUT MODIFICATION by the Borrower and the Lender.

FINANCIAL DOCUMENTS (LOAN CONTRACT) SUPPORT THE TERMS AND CONDITIONS INCLUDED IN THIS TERM SHEET, AND IN CASE OF CONTRADICTION, PROVISIONS OF THE LOAN AGREEMENT FOR FINANCIAL DOCUMENTS SHALL PREVAIL.

Seal of Grissag Ag Ltd. (Grissag) Companies - Initials Pieter van der Merwe

Seal of Kallo Inc. USA and Canada - Initials Xxxx Xxxxx

Unknown Initials

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12-5. This Agreement is written in French and English in three (3) copies of the same, a copy of which each Party shall have. Only the French version is accepted.

12-6. The partners agree to scrupulously respect, under pain of nullity, the provisions of this Agreement.

For the Republic of Guinea
	Seal
/x/ illegible
Xxx. Xxxxxx Xxxxxx	Ministere de l'Economie et des Finances
	Rep. de Guinee
Minister of Economy and Finance

For KALLO Inc.
	Seal
XXXX XXXXX
Xxxx Xxxxx	Xxxxx Inc., USA and Canada
Chairman, President and CEO

For GRISSAG
	Seal
	Grissagag Ltd. United Kingdom
Pieter van der Merwe
	Grissagag Ltd. United Kingdom
Director and COO