COLOMBIA CLEAN POWER S.A.S.	No. J-139 /11
	ASSOCIATION CONTRACT FOR THE MINING EXPLOITATION WITHIN THE TITLE FFB-081


 


	Material marked with an asterisk has been omitted  from this document pursuant to a request for  confidential treatment and has been filed separately  with the Securities and Exchange Commission.




 


MINING ASSOCIATION CONTRACT SIGNED BETWEEN AMERALEX AND COLOMBIA CLEAN POWER SAS


 


Between the undersigned, on one part, namely,
CESAR E. SALGADO B., of legal age, with an address in the city of Duitama, Boyacá, identified with the cédula
no. 3.102.803, acting as legal representative and duly authorized by the Board of Directors of AMERICANA DE MINERALES DE EXPORTACION
SAS, who for the effect of the present document will be referred to as AMERALEX and on the other part, CARLOS JULIO
SOTO VASQUEZ, of legal age, with an address in Bogotá D.C., identified with the cédula number 70.045.125 issued
in Medellín and LILIANA RODRIGUEZ VENEGAS, identified with the cédula number 40.040.220 of Tunja, who act
in their capacity of legal representatives of COLOMBIA CLEAN POWER SAS, a legally constituted partnership in Colombia in
a private document of the twenty seventh (27) of May, 2010, registered in the Chamber of Commerce of Bogota under the NIT no. 900.362.160-8,
and that for the effect of the current document will be referred to as CCP, that for the current document agreed to sign
a MINING ASSOCIATION CONTRACT FOR THE EXPLOITATION OF COAL IN AN AREA LOCATED WITHIN THE MINING TITLE no. FFB-081, prior
to the following:


 


CONSIDERATIONS


 


1) That AMERALEX is the sole
titleholder of the mining concession contract FFB-081 signed with INGEOMINAS, on July 27, 2006, authorizes the work of exploration
and exploitation of coal deposits, registered in the National Mining Register on the date, twenty forth (24) of May, 2007, in an
area of one thousand five hundred and fifty hectares (1,550 Ha), located in the jurisdiction of the Municipalities of Boavita and
La Uvita, Department of Boyacá, Republic of Colombia, determined by the coordinates established in the Second Clause of
the cited Concession contract, which is currently in the second year of the construction and assembly stage.


 


2) That according to the Resolution
No. 01719 of December 14, 2009, CORPOBOYACÁ granted to Julio Ardila, shareholder of AMERALEX, the environmental license
for the development of the construction, assembly and exploitation work within the mining title FFB-081, the assignment favoring
AMERALEX is currently under process.


 


3) That on October 7, 2011, the
Parties signed an option contract for the acquisition of the rights and obligations derived from the mining title FFB-081.


 



    	 



    	 



    

 


4) That in the Fifteenth clause
of such mentioned contract the Parties agreed the following:


 


“...FIFTEENTH CLAUSE. - Joint Mining
Project in the title FFB-081. The Parties manifest their interest to develop a mining exploitation project in the area
to be established by mutual agreement between the Parties, on the understanding that AMERALEX will perform in a timely manner
and with the utmost diligence the necessary proceedings to retain the remaining areas of the mining title with the purpose of exploration.
This joint project will be managed under the legal business of collaboration that the parties deem convenient and that will be
instrumented in a separate document...”


 


5) That AMERALEX presented before
the Mining Authority the Work and Labor Plan of the contract FFB-081 on March 13, 2008; and subsequently in November, 2011, they
presented a new Plan for the project which contemplates an enlargement of the projected coal production and the retention of areas
of the mining title with purposes of exploration, which was approved by INGEOMINAS via resolution GTRN 00210 of March 13, 2012.


 


6) That to date the Parties declared
knowledge of the Work and Labor Plan of the mining title FFB-081 with its corresponding modifications presented before the Mining
Authority, as well as the Environmental License granted by CORPOBOYACA and its scope.


 


7) That the current contract is
ruled by the clauses stipulated in the same, as well as what is reviewed in Law 685 of 2001, amended by the Law 1382 of 2010, the
Civil Code, the Commerce Code and other concurrent rules, which the Parties must refer to in the event of any type of discrepancy
arises regarding the scope of the same.


 


That in virtue of the above the Parties
have discussed the business opportunities and have reached the following:


 


AGREEMENT


 


FIRST CLAUSE: Objective:
By virtue of the current Mining Association Contract, CCP commits to develop a project of exploitation of metallurgical
coal, exclusively in the area that the Parties jointly delimit within the concession contract no. FFB-081, that AMERALEX as title
holder provides and therefore authorizes the exploitation on the part of CCP, who should directly execute, with full autonomy
and in a safe and effective manner all the reviewed mining work, including the production and handling of coal and the storage
and commercialization of the produced mineral.


 


SECOND CLAUSE: Area of Exploitation:
The area or areas of exploitation will be those delimited through geographic coordinates in a joint manner between AMERALEX
and CCP in a document which will be an integral part of this contract, as long as they correspond to areas which exclusively contain
metallurgical coal, are included within the work and labor plan in force and contain sufficient resources for the effective execution
of the Association


 


Contract
signed between COLOMBIA CLEAN POWER S.A.S. and AMERALEX S.A.S.


 



    	 



    	 



    

 


	
         

        
	COLOMBIA CLEAN POWER S.A.S.	No. J-139 /11
	ASSOCIATION CONTRACT FOR THE MINING EXPLOITATION WITHIN THE TITLE FFB-081


 


	Material marked with an asterisk has been omitted  from this document pursuant to a request for  confidential treatment and has been filed separately  with the Securities and Exchange Commission.







 


Contract. Such mentioned delimitations
should be made within thirty (30) calendar days from the signing of the current agreement and within the Blocks denominated Ochacá-Tabor
and Guayabal located in the polygon of the mining title FFB-081.


 


THIRD CLAUSE: Force and Effect: The
current Mining Association Contract is valid and binding for the Parties from the date of its signing. However, its execution will
have a duration of ten years and six months counting from the date of execution of the administrative act which approves the Work
and Labor Plan for the Mining Title FFB-081.


 


FORTH CLAUSE: Stages: The current
contract consists of two stages, namely: 1) The construction stage, which will have a duration of six months and in which the socialization
of the project and the construction of installations will be carried out, and (2) The production stage which will have a duration
of ten years in which an estimated rate of production is contemplated as described below:


 


Year 1 of Production = Up to 36,000 tons
per year.


Year 2 of Production = Up to 60,000 tons
per year.


Year 3 of Production = Up to 96,000 tons
per year.


Year 4-10 of Production = Up to 120,000
tons per year.


 


FIFTH CLAUSE: Committee. Each Party
will appoint a representative to form a Committee which will be responsible for the quarterly fixation of the coal price. In the
case that the Committee cannot reach an agreement regarding price, they shall refer to the weighted basket price which is mentioned
in the sixth clause.


 


SIXTH CLAUSE: Distribution of the Association
Contract participation: CCP should pay in favor of AMERALEX from the beginning of the production stage referred
to in the third clause of this contract and during the development of the present contract, a sum equivalent to * (*%) of the market
price in storage of the municipality of Paz de Rio, this value will be determined by the Committee referred to in the Fifth clause
based on a basket price which conforms to three (3) of the five largest consumers reported in the quarter which will be chosen
by the same committee. Payments for the participation in the association contract will be made monthly, 30 calendar days after
the filing of the corresponding invoice.


 



    	 



    	 



    

 


	Material marked with an asterisk has been omitted  from this document pursuant to a request for  confidential treatment and has been filed separately  with the Securities and Exchange Commission.


 


FIRST
PARAGRAPH: The Parties agree that the totality of the operational costs of the mine, including the necessary investments
to reach the objectives of the mining plan, easements, obligations derived from the Work and Labor Plan corresponding to the
area determined in the second clause and the environmental license, contracting of personnel for the mining operation, social
safety, benefits and the payment of royalties to guarantee the validity of the mining contract are the responsibility of CCP and
consequently CCP agree to hold harmless AMERALEX for the prior concepts.


 


SECOND PARAGRAPH: For purposes of
the calculation and payment of the participation of AMERALEX, it will be understood that the production stage will begin
three months after the approval of the WLP, meaning, that in months 1, 2 and 3, no payment will be incurred. Likewise, in the months
4, 5 and 6 of the contract, CCP will warrantee a minimum payment corresponding to a production of 1000, 2000 and 3000 tons
per month, respectively.


 


SEVENTH CLAUSE: Advance Payment. CCP
has agreed to make an anticipated initial payment related to the participation in the Mining Association Contract favoring AMERALEX
for the sum of * US DOLLARS ($* USD), which will be distributed in the following manner:


 


1. Payment of the sum of * US
DOLLARS ($* USD) converted into Colombian Pesos at the current rate of Exchange at the date of payment, effected on December 27,
2011 and that AMERALEX declared satisfactory receipt.


 


2. Payment of * US DOLLARS ($*
USD) converted into Colombian Pesos at the current rate of Exchange at the date of payment, effected on February 28, 2012 and that
AMERALEX declared satisfactory receipt.


 


PARAGRAPH: The current contract
will be subject to the approval of the Board of Directors and the CEO and President of COLOMBIA ENERGY RESOURCES, Inc. In the event
of failure to obtain such approval, the payments which are the subject of the current clause will be imputed as an advanced payment
within the Option Contract for the acquisition of rights and obligations of the mining title FFB-081, signed between COLOMBIA CLEAN
POWER SAS and AMERALEX on October 7, 2011 or such which may substitute it.


 


EIGHTH CLAUSE:  Once production
begins, AMERALEX will progressively amortize the value of the advance payment effectively received and referred to in the
previous clause, for this purpose CCP will retain up to 50% of its monthly participation in the Association Contract, valued
at the market prices in storage of the municipality of Paz de Rio, until completing the total value of the advanced payment or
until CCP exercises the option which is the subject of the contract signed between the Parties on October 7, 2011, or such
which may substitute it. In the event that on the date when CCP exercises the mentioned option there exists pending sums
from the advance payment which have not been paid by AMERALEX, this will authorize CCP to deduct such sums from the
values that should be paid by the exercise of the option.


 


Contract
signed between COLOMBIA CLEAN POWER S.A.S. and AMERALEX S.A.S.


 



    	 



    	 



    

 


	
         

        
	COLOMBIA CLEAN POWER S.A.S.	No. J-139 /11
	ASSOCIATION CONTRACT FOR THE MINING EXPLOITATION WITHIN THE TITLE FFB-081


 


	Material marked with an asterisk has been omitted  from this document pursuant to a request for  confidential treatment and has been filed separately  with the Securities and Exchange Commission.







 


NINTH CLAUSE: At the
moment of completion on the part of AMERALEX of the amortization of the $* USD paid as an advanced payment related to the participation
in the Association, CCP will be begin to pay directly to AMERALEX on a monthly due basis the percentage of participation
in the Association, equivalent to *% of the market price, in accordance with what is established in the Fifth Clause of the current
contract.


 


For the purpose of calculation and payment
of the participation of AMERALEX, the values indicated below will constitute an annual minimum:


 


Year 1 of Production = Up to 36,000 tons
per year.


Year 2 of Production = Up to 60,000 tons
per year.


Year 3 of Production = Up to 96,000 tons
per year.


Year 4-10 of Production = Up to 120,000
tons per year.


 


TENTH CLAUSE: For the development
and execution of the contractual objective CCP should implement, construct and install the equipment, services and works
within the area of exploitation that are necessary to reach the expected coal production, in accordance with the principles, rules
and criteria relating to the recognized techniques for this type of mining and the requirements, conditions and obligations reviewed
in the Work and Labor Plan approved by the Mining Authority and the Environmental License granted by CORPOBOYACA.


 


ELEVENTH CLAUSE: Obligations relating
to AMERALEX: AMERALEX undertakes by this contract to meet the following obligations:


 


a) To allow CCP the mining
exploitation agreed by the current agreement in the area jointly delimited by the Parties, located within the mining concession
title no. FFB-081 during the term of the current contract.


 


b) To comply in a timely manner
with all obligations acquired and exercise the rights derived under the concession contract no. FFB-081, with the purpose of maintaining
the validity of the mining title in the name of AMERALEX or to whomever they assign the rights in accordance with what is
reviewed in the option contract signed between the same parties on October 7, 2011, or such which may substitute it, to guarantee
the strict exercise of the mining rights and facilitate the development of the exploitation of coal.


 


c) To verify together with CCP
the implementation and compliance of the Work and Labor Plan approved by the Mining Authority, corresponding to the zone assigned
in the current contract of Mining Association.


 



    	 



    	 



    

 


d) To verify together with CCP
the compliance of the obligations derived from the environmental license and others stipulated in the permits and corresponding
regulations.


 


e) To respect and enforce respect
of the exploitation of coal agreed in the current contract for the mining exploitation in the area of the title no. FFB-081, according
to the terms established in the mining, commercial, civil, penal and environmental laws, especially regarding requests of mining
legalization which may arise within the area of the polygon designated for the development of the current Association Contract.


 


f) To verify together with CCP
the progression of the exploitations for the registration and comparison of the exploited and commercialized coal.


 


g) Must not assign the areas which
are the subject of this contract, except without the express and written authorization of CCP.


 


TWELFTH CLAUSE: Obligations relating
to CCP: CCP undertakes via this instrument to comply with the following general obligations:


 


a) To pay promptly and in accordance
with the conditions of the current ASSOCIATION Mining Contract, the participation established in favor of AMERALEX.


 


b) To develop the exploitation
project of coal within the polygon area of the mining contract FFB-081, to be jointly agreed between the Parties.


 


c) To complete monthly reports
of the total production of the mine.


 


d) To develop the mining exploitation
and other related works in accordance with the requirements established in the Work and Labor Program approved by the Mining Authority
and the Environmental License of the project.


 


e) To comply with the plan of mining
safety, standards and operational rules legally established for this type of mining activity.


 


f) To assume responsibility before
AMERALEX for all the legal consequences, responsibilities of a labor nature, industrial safety and occupational health,
environmental damage or damage to third parties caused by CCP which occur during the development of the ASSOCIATION contract,
for this purpose they will guarantee to AMERALEX the realization of the necessary procedures to minimize the risk that may
affect the ownership of the mining concession contract for as long as the contract is valid, this responsibility will not cover
the management and obligations pertaining to the mining title holder nor the legal consequences derived from the environmental
and mining liabilities existing before the execution of the exploration stage.


 


Contract
signed between COLOMBIA CLEAN POWER S.A.S. and AMERALEX S.A.S.


 



    	 



    	 



    

 


	
        
	COLOMBIA CLEAN POWER S.A.S.	No. J-139 /11
	ASSOCIATION CONTRACT FOR THE MINING EXPLOITATION WITHIN THE TITLE FFB-081


 


	Material marked with an asterisk has been omitted  from this document pursuant to a request for  confidential treatment and has been filed separately  with the Securities and Exchange Commission.


 


THIRTEENTH CLAUSE: Guarantees: CCP will
establish the guarantees required by Colombian Law and any customary insurance in accordance with the best practices of the mining
industry. Likewise, they should obtain and keep valid all the insurances which CCP may consider necessary. The costs derived
from the contraction and validity of these insurances are the responsibility of CCP, furthermore, CPP should constitute,
modify and extend, at its expense and in favor of AMERALEX the following guarantees within ten (10) working days following the
signing of the current document, which should be granted by legal entities established in Colombia, with a base amount of * PESOS
($* COP).


 


a) General Compliance Guarantee
of the Contract, of a sum equivalent to twenty (20%) percent of the base value reviewed in the current clause and with a validity
equal to a year from the signing of the current contract and two (2) additional months. b) The payment of salaries, social
benefits and compensations of personnel that the contractor may use for the execution of the operation, for a value equivalent
to ten (10%) percent of the base value reviewed in the current clause, which will be kept valid during the contract and an additional
three (3) years. c) Extra Contractual Civil Responsibility equivalent to 100% of the base value which is the subject of
the current clause for the validity of this contract and two (2) additional months.


 


FORTEENTH CLAUSE: Assignment: CCP
may not totally or partially assign its position in the current document to THIRD PARTIES without written and express authorization
of AMERALEX. The assignee of the ASSOCIATION contract of exploitation of coal should issue a legal document with AMERALEX which
manifests that it is subrogated to all the rights and obligations that the assigner or CCP acquired in the current document.


 


On its part AMERALEX may assign
the current contract, as long as it mediates the express and written authorization of CCP, the assignee of the ASSOCIATION
contract of exploitation of coal, which in all cases will be the titleholder of the mining concession FFB-081, should issue a legal
document with CCP which manifests that it is subrogated to all the rights and obligations that the assigner or AMERALEX
acquired in the current document.


 


FIFTEENTH CLAUSE: Autonomy: CCP
will be solely responsible before third parties for the activities it develops, and therefore has full autonomy regarding contracting
personnel, contracts of purchasing goods and supplies, of sales and provision of services, management of working capital and expressively
exonerates AMERALEX of any responsibility which may arise in relation to the Mining Association. AMERALEX has no
responsibility whatsoever regarding the payment of salaries, benefits, compensations, etc. caused by labor, penal, civil or commercial
actions.


 



    	 



    	 



    

 


Therefore, the Parties manifest that AMERALEX
does not generate any working or commercial relationship with the employees of CCP, likewise, CCP may sign all kinds
of agreements with third parties for the leasing of properties, supply of goods and services which will permit compliance with
the objective of the current judicial business. Under no circumstances will such mentioned agreements generate solidarity for AMERALEX
regarding the attention of the obligations derived from them.


 


SIXTEENTH CLAUSE: Responsibility: CCP
will carry out the mining exploitation matter of this document in a diligent, efficient and technically and economically viable
manner. They will assure the compliance with the terms established in this contract of Association Mining, in the Work and Labor
Plan and the Environmental License. CCP will be solely responsible for all damages and losses cause by the activities and
operations derived from this document; AMERALEX reserves the right of action against CCP for the reimbursement of
any sums or convictions which they may be obliged to pay or execute, which originated from the work of labor entrusted via the
current agreement.


 


SEVENTEENTH CLAUSE: Causes of Termination:
The causes of termination of the current ASSOCIATION contract of mining exploitation are as follows:


 


a) The exercising on the part of CCP
of the option of acquisition of the mining title FFB-081 in the terms of the contract signed between the parties on October 7,
2011, or such which may substitute it.


 


b) The unilateral decision at any moment
on the part of CCP of terminating the contract with advanced notice of 90 days.


 


c) The assignment or transfer of the subject
areas of this contract, without written approval of CCP, without prejudice of the right of CCP to claim the corresponding
compensation.


 


d) The usage, on the part of either of
the Parties, of the area which is the subject of the current contract for purposes which differ from those reviewed in the current
agreement.


 


e) The irrevocable and definite suspension
of the mining activities ordered by the Mining Authority.


 


f) Cancelation or expiration of the exploitation
contract no. FFB-081, AMERALEX is the beneficiary.


 


g) The dissolution of CCP as a legal
entity.


 


h) The partial or total return of the areas
which are the subject of the current contract to the Mining Authorities. 


 


Contract
signed between COLOMBIA CLEAN POWER S.A.S. and AMERALEX S.A.S.


 



    	 



    	 



    

 


	
         

        
	COLOMBIA CLEAN POWER S.A.S.	No. J-139 /11
	ASSOCIATION CONTRACT FOR THE MINING EXPLOITATION WITHIN THE TITLE FFB-081

















 


i) The declaration on the part of AMERALEX
regarding the non-compliance of the contract of association of mining exploitation which has not been objected by CCP in
a maximum term of sixty (60) working days, counting from the receipt of the communication.


 


PARAGRAPH 1: In the case that CCP
does not exercise the option which is the subject of the contract entered into between the Parties on October 7, 2011, or such
which may substitute it, within sixty (60) days after the notification made by CCP of this decision, the Parties will decide
whether they continue with the execution of the current contract or not.


In the event of deciding to continue with
the current contract the Parties will perform a revision of the condition of the same and will agree the terms of its execution.


 


Otherwise, AMERALEX should assume
the compliance of the WLP and should pay CCP all the investments made by them which have not been recuperated (recovery
should be understood as the initial value of the investments minus the value applicable to depreciation according to production
levels) which should be duly corroborated, and may not be recuperated even after proceeding to the dismantling and abandonment
of the infrastructure and mining work. Regarding the above, AMERALEX will pay CCP the equivalent of the value of
the regional market price in the storage of the municipality of Paz de Rio, fifty (50%) percent of its monthly production, as a
minimum as indicated in the WLP, until completing the total value of the investment of CCP by applying to the balance an
interest rate equal to Prime Rate plus 50 basic points (PR+0.5%).


 


PARAGRAPH 2: Procedure for the declaration
of termination:  In the case that either of the Parties incurs any of the causes of termination, the complying Party may terminate
this ASSOCIATION contract of mining exploitation sixty (60) calendar days after written communication with the other, indicating
the cause for such declaration.


 


EIGHTEENTH CLAUSE: Force Majeure or
Unforeseen Circumstances: If for reasons of force majeure or unforeseen circumstances, CCP or AMERALEX cannot
comply with the obligations of the current agreement, they shall be exempt from all responsibility and will have their compliance
of obligations suspended for that period, as long as the causes that led to the suspension still exist. Once the causes which gave
place to the suspension of the contract are overcome by reason of force majeure or unforeseen circumstances, the Party that invoked
the force majeure or unforeseen circumstances is obliged to comply with the obligations in the terms agreed prior to the suspension,
respecting the terms reviewed at the time of the suspension of the contract.


 



    	 



    	 



    

 


It is understood that in the case of force
majeure or unforeseen circumstances for the purposes of the current agreement, not only what is stated by Colombian law, but additionally
and particularly to the title, including, but not limited to: situation of alteration of public order in the municipality of Boavita
or La Uvita or their vicinity, laws, regulations or new decrees issued by the mining, environmental, departmental, municipal or
any other kind of authorities, actions or non-actions on the part of civil, military, administrative, judicial authorities, fires,
explosions, flooding, other natural disasters, insurrections, civil disturbances and all circumstances alien to the will of the
parties which make impossible the continuation of any mining activities in the areas of the concession contract FFB-081.


 


To invoke force majeure or unforeseen circumstances
the affected party should notify the other party of the occurrence of the event as soon as it is aware and realizes that the same
impedes the execution of the current agreement or the mining concession contract. Likewise, such party is obliged to notify the
other party immediately when the causes or effects that led to the suspension of obligations end.


 


NINETEENTH CLAUSE: Compensations: In
the case that AMERALEX loses the ownership of the mining concession contract FFB-081 without authorization of CCP and for
reasons alien to the same, or the continuation of coal exploitation becomes impossible and therefore the execution of the current
Association contract due to causes which are directly attributable to them without Force Majeure or Unforeseen Circumstances, AMERALEX
must pay in favor of CCP a compensation equivalent to the value of the investments made by the same in the area of the Association
contract which has not been recuperated (recuperation should be understood as the initial value of the investments minus the value
applicable to depreciation according to production levels) which should be duly verified and may not be recuperated once it proceeds
with the dismantling and abandoning of infrastructure and mining works.


 


In all cases the Parties may modify the
method of calculation and/or the amount of compensation via addendum.


 


TWENTIETH CLAUSE: Liquidation of the
Association Contract: Once the Mining Association Contract is finalized or the option matter of the contract signed between
the Parties on October 7, 2011, or such which may modify it, is exercised, the Parties, with prior calculation and payment of compensation
or contractual obligations which may be required, should proceed via the corresponding legal document to liquidate the contractual
relationship.


 


TWENTY FIRST CLAUSE: Verification of
the execution of the Association Contract: During the term of this Association Contract, AMERALEX may visit the contracted
area to inspect and follow up on CCP activities and to assure the compliance of this contract. Likewise, they may request
information regarding the mining operation and verify the accuracy of the same.


 


Contract
signed between COLOMBIA CLEAN POWER S.A.S. and AMERALEX S.A.S.


 



    	 



    	 



    

 


	
         

        
	COLOMBIA CLEAN POWER S.A.S.	No. J-139 /11
	ASSOCIATION CONTRACT FOR THE MINING EXPLOITATION WITHIN THE TITLE FFB-081


 






TWENTY SECOND CLAUSE: Dispute Settlement
between the Parties: The Parties declare that for all legal effects the contractual address is Bogotá D.C., that the
law and the jurisdiction applicable to the current document are Colombian. All disputes or differences related to the execution
of this agreement or of other contracts which may be entered into, will be submitted to the following dispute settlement procedure:
a) In the first instance, the discrepancies will be resolved via an amicable settlement mechanism, in a direct manner or appealing
for the appointment of a conciliator, designated by common agreement within ten (10) days following the written manifestation of
any dissatisfied Parties. If the appointment is not possible, the interested party or parties will approach the Disputes Solution
Center of the Chamber of Commerce of Bogotá to do so. The conciliator will resolve the conflict binding the Parties, and
shall specify the manner in which those involved must comply with their decision. b) If the above procedure is not effective, the
Parties will attempt resolution via the arbitration tribunal appointed by the Chamber of Commerce of Bogotá, by randomly
assigning arbitrators from the registered list maintained by said Chamber of Commerce. The Tribunal thusly constituted shall be
subject to the provisions of Decree 2279 of 1989 and all further modification or amendments to the legal dispositions, in accordance
with the following regulations: a) The tribunal shall consist of one arbitrator; b)The internal organization of the tribunal will
be subject to the regulations reviewed for this purpose by the arbitration center of the Chamber of Commerce of Bogotá;
c) The tribunal will decide on rights, and d) The tribunal operates in the city of Bogotá in the arbitration center of the
Chamber of Commerce of the same city. Any expenses incurred to settle differences, will be equally borne by CCP and AMERALEX.


 


TWENTY THIRD CLAUSE: Confidentiality:
All information that reaches AMERALEX or CCP in connection with the developments and/or executions of the current
contract is confidential, and should be protected with absolute confidentiality during the term of the current contract and after
the termination of the same, with the exception of such information that by virtue of the law is required to be published or provided
by request of the competent authority. Any violation of the same may be punished in a criminal or civil manner, and in general
accordance with the rules which govern the matter.


 


TWENTY FOURTH CLAUSE: Written Amendments:
Any amendment to the current agreement of Mining Association should be made in writing, via the entering of amendments signed
by the duly authorized legal representatives of the Parties. Failures to do so will be reputed as inexistent.


 


TWENTY FIFTH CLAUSE: Binding: The
current document will be binding via the authorization of the same and by the Board of Directors and the CEO/President and of Colombia
Energy Resources, Inc. and the granting of the requested guarantees, and will replace or substitute any contract, regulation or
prior agreement which relates to the same subject.


 


TWENTY SIXTH CLAUSE: Notifications:
All communication between the Parties will be via a technical representative appointed for this purpose for each of the Parties
and will be in writing and sent to the addresses established for that effect in this clause, with the exception that with prior
written communication a change of address is notified.


 



    	 



    	 



    

 


	AMERALEX: CALLE 16 No 14 – 41 Oficina 1209
	 	Telephone: 3138520540
	 	E mail: ameralexltda@yahoo.com
	 	 
	COLOMBIA CLEAN POWER: CALLE 90 No 19-41 Oficina 901
	 	Telephone: 7432090
	 	E mail: lrodríguez@colombiacleanpower.com


 


In witness whereof, two (2) copies of the
same content and probative values are signed on the fifteenth (15th) day of the month of March of 2012.


 


On Behalf of AMERALEX SAS,


 


/s/ Cesar E. Salgado B.


CESAR E. SALGADO B.


Legal Representative


AMERALEX SAS


 


On Behalf of COLOMBIA CLEAN POWER SAS,



 


	/s/ Carlos J. Soto V.	 	/s/ Liliana Rodriguez Venegas
	CARLOS J. SOTO V.	 	LILIANA RODRIGUEZ VENEGAS
	 	 	 
	Legal Representative	 	Legal Representative –S-


 


Contract
signed between COLOMBIA CLEAN POWER S.A.S. and AMERALEX S.A.S.