| | 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.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



OPTION CONTRACT FOR THE AQUISITION OF
RIGHTS OF A MINING TITLE



|Parties Involved:   |                                                                         
|------------------- | ------------------------------------------------------------------------
|                    |                                                                         
|Mining Titleholder: | AMERICANA DE MINERALES DE EXPORTACION “AMERALEX S.A.S.”                 
|                    |                                                                         
|The Company:        | COLOMBIA CLEAN POWER SAS                                                
|                    |                                                                         
|Mining Title:       | MINING CONCESSION CONTRACT FFB-081                                      
|                    |                                                                         
|Location:           | Municipalities of Boavita and La Uvita, department of Boyacá – Colombia.



AMERICANA DE MINERALES DE EXPORTACION
S.A.S. (Previously AMERALEX LTDA), a commercial partnership legally constituted in the private document dated August 15, 2006,
registered in the Chamber of Commerce of Duitama on August 24, 2006, with the business registration no. 00009311, herein and solely
for purposes of the present agreement hereinafter referred to as “AMERALEX”, legally represented by CESAR E. SALGADO
B., of legal age, with an address in the city of Duitama, Boyacá, identified as it appears below his signature and as is
stated in the Certificate of Existence and Legal Representation issued by the Chamber of Commerce of Duitama (Annex 1)
and with the due authorization of the shareholders assembly to enter this agreement (Annex 2) on one part, andCARLOS
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 JAMES ALBERT FLORES, identified with the United States of America passport number 209834913,
on the other part, whoever act in their capacity as legal representatives of COLOMBIA CLEAN POWER SAS, a legally constituted
partnership in Colombia in private document of the twenty seventh (27th) of May, 2010, registered in the Chamber of
Commerce of Bogotá under the business registration number 01998177, Nit. 900.362.160-8 (Annex 3), hereinafter and
solely for purposes of the present contract referred to as “CCP” agree to enter the present Option Contract
for the acquisition of the rights and obligations derived from the Concession Contract for the Exploration and Exploitation of
Coal Mineral Deposits and other concessibles number FFB-081, entered between the Colombian Institute of Geology and Mining, INGEOMINAS
and AMERALEX, which will be governed by the clauses reviewed in the current contract, the regulations of the Commerce Code,
the Colombian Mining and Environmental regulations, and in matters not provided for them by the applicable rules of the Colombian
Civil Code.











I.     CONSIDERATIONS



FIRST. Mining Title.AMERALEX
is the sole titleholder of the mining concession contract FFB-081 signed with INGEOMINAS, on July 27, 2006, that 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 will be attached forming an integral part of the current contract (Annex 4)and that is currently in the second year of construction and assembly stage.



SECOND.That the Parties have identified
certain business opportunities to be realized in relation to the Mining Concession contract FFB-081, and as a consequence have
signed a document of Confidentiality on March 18, 2011, with the purpose of furthering conversations for the development of the
present legal business.



THIRD. Likewise the Parties have
signed a memorandum of understanding on the 23rd of September, 2011, which establishes the minimum conditions for exercising
the option on the part of CCP of the acquisition of the rights and obligations derived from the mining title FFB-081.



FOURTH. The Parties declare to
have absolute knowledge that under the applicable Colombian mining regulations, a Mining Concession Contract grants rights of
exploration and exploitation in a granted area that is the object of option of acquisition in this document, as long as it complies
with the requirements established in the applicable laws, especially those which regulate mining activity and environmental regulations.



FIFTH.That CCP has expressed its
interest in acquiring the rights and obligations which are derived from the concession contract FFB-081, in the terms and conditions
established in the clauses of the current contract.



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SIXTH.That via the current contract,
AMERALEXandCCP have agreed to execute the activities which are the subject of the current document and use their
best efforts so that: (i) CCP can execute the activities of exploration to establish the reserve of the deposit located in Concession
FFB-081 in the terms reviewed in the current contract; (ii) Fully comply with the corresponding regulation during the development
of the exploration activities; (iii) AMERALEX carries out all the management needed to obtain the permits and mining and
environmental licenses required for the due exercise of the rights granted by the Concession; (iv) The program of geological exploration
will be developed with the active participation of AMERALEX; the Parties agree to form a Technical Committee of Exploration,
which will have the Geologist Julio Ardila as a technical assessor; (v) CCP agrees to carry out the studies, issue requirements
and prepare the documentation needed for the processing and obtaining of the permits and environmental and mining authorizations
for the exploration stage and to supply the logistics required for this stage; (vi) AMERALEX may carry out the necessary management
to request to the mining authority and other concessibles minerals which may exist within the area of the mining title FFB-081
and will study together with CCP the possibility of relinquishing such areas of the title which are not of interest for the mining
project.



II.

III.     DECLARATIONS



Declarations of
both Parties:



Each Party declares
and guarantees to the other from the date of this Contract that:



| | a) | They are a duly constituted, organized
                                                                and legally existing partnership under the laws of its jurisdiction.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | It is entitled with all power
                                                                and authorization to carry out its business and to enter into
                                                                this Option Contract.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | The signing or compliance of this
                                                                Option Contract, does not conflict with, result in non-compliance
                                                                with, or speed up the requested compliance of any other contract
                                                                which they are already a Party of.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | d) | The signing and compliance of
                                                                this Option Contract does not violate or result in non-compliance
                                                                of the laws of any jurisdiction applicable to a Party or pertaining
                                                                to the same of its constitutional documents.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | e) | All stated in
                                                                                 the current document will have full force once
                                                                                 it is approved by the Board of Directors of COLOMBIA
                                                                                 CLEAN POWER & FUELS, Inc.and the Shareholders
                                                                                 Assembly of AMERALEX SAS, which is the
                                                                                 reason the execution of the exploration stage
                                                                                 agreed to be carried out in this contract, will
                                                                                 commence with three (3) working days counting
                                                                                 from the date when the two partnerships has mutually
                                                                                 send an authenticated and apostilled copy of
                                                                                 the act or equivalent document of authorization
                                                                                 to the legal representative of one another.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | f) | This Option Contract constitutes
                                                                a legal, valid and binding obligation enforceable against such
                                                                Party in accordance with its terms.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | g) | There is no dispute, claim or
                                                                litigation against the Concession Contract FFB-081, different
                                                                than the request of legalization of illegal mining referred to
                                                                in this document.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | h) | That to this date they have full
                                                                knowledge of the existence of the legalization proceedings of
                                                                illegal mining of the area of the contract FFB-081 that corresponds
                                                                to the following file numbers of the Colombian Institute of Geology
                                                                and Mining INGEOMINAS, LCI-14561X, LF9-08061X, LEE-14501X and
                                                                LES-16021X and that AMERALEX commits to carry out in a
                                                                diligent manner all the actions and management needed so that
                                                                such mentioned requests are not accepted.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Mr. CESAR ENRIQUE SALGADO BEJARANO in
his capacity as legal representative of AMERALEX declares that:



a)Up to the signing of the present
contract AMERALEX has made effective before the Mining Authority all the payments generated in concept of surface rights,
as well as establishing the mining and environmental policy of the Mining concession contract FFB-081 demanded by Law in order
to maintain the validity of the contract and give compliance to their obligations;



4







b) AMERALEXis good standing with
the Mining Authority regarding the obligations cited in precedence (annex 5);



c) AMERALEXpresented to the Mining
Authority the Work and Labor Plan of the contract FFB-081 on March 13, 2008, however pending the presentation of the adjustments
made to such mentioned document related to the requirements demanded by INGEOMINAS and the retention request of areas of the mining
titles with purposes of exploration.



d) AMERALEX,via Resolution no.
01719 of December 14, 2009, obtained the environmental license from the Competent Authority (CORPOBOYACA) for the development
of the construction and assembly work and exploitation of the mining title FFB-081 (annex 5).



e) AMERALEX has obtained and conserved
the mining title in a legally valid manner in accordance with the applicable legislation.



f) That while AMERALEXis the titleholder of the mining contract FFB-081 it is made responsible for all the obligations that arise before the state
authorities in virtue of the mining, environmental and tributary municipal, departmental and national regulations, or any claim
of third parties, public or private.



g)CCP assumes responsibility before AMERALEX for all the legal consequences of environmental damage or damage to third
parties caused by CCP and which occur during the development of the exploration program under its control in the area of
the mining contract FFB-08, 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 during the exploration stage, this responsibility
will not cover the management and obligations pertaining to the mining title nor the legal consequences derived from the environmental
and mining liabilities existing before the execution of the exploration stage.



h)CCPwill demand to its contractors
that during the exploration stage the construction of extra contractual policies of civil responsibility, with the purpose of
covering damage that may be caused to third parties during the execution of this stage.



5







i)Inexistence of prior agreements.-
AMERALEX states that no prior agreements or negotiations exist that affect or may affect the future of the execution of the
current agreement and that from the date of the signing of the current document they will not enter into any agreement or option
with third parties regarding the totality or part of the area of the concession contract FFB-081. Likewise that they have not
contracted any obligation or commitment which may alter the essence and validity of the referred to mining concession contract,
with the exception of the legal obligations derived from the mining and environmental regulations applicable to such mentioned
title and those which may eventually derive from the illegal mining legalization requests.



j)Non-compliance on the part of the
titleholder.-In the event that AMERALEX carries out any negotiation aimed at the disposition of the rights that they
have regarding mining concession FFB-081, to any total or partial title of the area which is the object of the current agreement
with third parties or will not carry out the assignment proceeding which is the subject of the current contract, this document
gives enforceability for the cover of damages and losses generated to CCP.



COLOMBIA CLEAN POWER SAS, on its part,
declares the following:



a)In the case that CCP exercises
the option to acquire the totality of the rights of the mining contract FFB-081 in accordance with the First Clause of the current
document and that the titleholder has paid in advance any economic obligation derived from the validity of the contract, CCPwill reimburse pro rata to the titleholder the corresponding share from the date that the Resolution is to be signed by which
the mining authority accepts the total assignment of the rights of the mining title.



b.) CCP will assume responsibility
before AMERALEX for all the legal consequences for environmental damage or damage to third parties caused by CCP
and which occur during the development of the exploration program under its control in the area of the mining contract FFB-081,
and will guarantee to AMERALEX the realization of the necessary management to minimize the risk that may affect the ownership
of the mining concession contract during the exploration stage, this responsibility will not cover the management and obligations
pertaining to the mining title nor the legal consequences derived from the environmental and mining liabilities existing before
the execution of the exploration stage.



6







IV.

V.     AGREEMENT



As a consequence of the
above the Parties agree the following:



FIRST CLAUSE. OBJECTIVE.-With
the signing of the current contract, AMERALEX as the sole registered titleholder of the Concession Contract FFB-081 grants
CCP or to whomever is appointed in an EXCLUSIVE manner the option of acquiring in its capacity of assignee of 100% of the
mining rights and obligations of the Concession Contract FFB-081, an option that in turn accepts the terms and conditions reviewed
in this document. In consequence AMERALEX is obligated to implement the assignment herein agreed in accordance with the
proceeding established in Article 22 of Law 685 of 2001, Mining Code in force, once the Legal Due Diligence is carried out on
the final assignee and the conditions which are stipulated herein are verified.



SECOND CLAUSE- Geological Exploration
Program: CCP will carry out at its own cost, a geological exploration program within 100% of the area of the title FFB-081,
which will last up to eighteen (18) months, with the purpose of determining the probable and proven reserves existing within the
deposit. CCP is the sole owner of the geological information resulting from the exploration program; however, they agree
to permit AMERALEX access to said information and they, on their part, commit to not divulge it partially or totally to
third parties.



If the geological exploration program
lasts more than eighteen (18) months, CCP will have an additional period of up to six (6) months to complete the exploratory
activities. In such case, during the addition period they will pay AMERALEX interest solely on the payment agreed at the
moment of exercising the option, at a rate of Prime Rate plus 500 basic points (PR + 0.5%). The remaining pending payments will
not be subject to modification nor the amount or the agreed term.



THIRD
CLAUSE:Responsibility during the Exploration Stage. CCPwill assume responsibility before AMERALEX for all
the legal consequences for environmental damage or damage to third parties caused by CCP and which occur during the development
of the exploration program under its control in the area of the mining contract FFB-081, and will guarantee to AMERALEX
the realization of the necessary management to minimize the risk that may affect the ownership of the mining concession contract
during the exploration stage, this responsibility will not cover the management and obligations pertaining to the mining title
nor the legal consequences derived from the environmental and mining liabilities existing before the execution of the exploration
stage.



7







FOURTH CLAUSE: The Parties agree
to prevent and counteract by legal means and to perform strict follow-up of any illegal mining situation or any request of this
nature which occurs during the development of the exploration program, as well as developing joint strategies for the socialization
and management of the Project within the communities, the local administration and landowners located in the area of influence
of the mining title. Likewise, they will design and execute strategies of social responsibility during the exploration stage focused
on the social acceptance of the project and the accomplishment of agreement with private owners for the acquisition of permits
of easement needed during this stage.



FIFTH CLAUSE: Definition of the Coal
Types.To differentiate the metallurgical or coke-able coal from the anthracite coal the following options will be utilized
in the order presented: a) The ASTM D388-05 classification table of coal in accordance with its range, clarifying by the swelling
factor or FSI corresponding to the metallurgical low volatility coal which has a value of 3.5 (annex 6). b) The table of the relation
between the coal range and the vitrinite reflectance (annex 7). 7). c) Direct coking assay in a laboratory test.



SIXTH CLAUSE: Acquisition Option of
the mining title:Once the geological program of exploration is completed, within 18 months or within the terms of the previously
reviewed extension, CCP can exercise the option of acquiring the mining title FFB-081. In case of failure to do so they
may not demand the reimbursement of the payments made until the date in favor of AMERALEX. Likewise, the totality of the
geological information obtained from the exploration program will be delivered to AMERALEX, in this event they will be
the entitled owner of the same.



SEVENTH CLAUSE: In-situ Resources.Of the geological information known to date regarding three of the mining blocks (Ochacá-Tabor, Guayabal and Sauzal)
that can be identified in the area of the mining contract FFB-081, CCP and AMERALEXhave estimated resources of
Metallurgical and Semi-Anthracite Coal of approximately 81.9 Mt.,

|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.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



a number which has served as a base for the commitments reviewed in the current contract.



8







| | 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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



EIGHTH CLAUSE: Evaluation Methodology:The methodology reviewed for the evaluation of the reserves is the JORC (Joint Ore Reserves Committee).



NINTH CLAUSE:For the purposes
of determining a preliminary value of the current option the parties agree to utilize a mining recuperation factor of 75% and
a geological uncertainty of 25%, which has permitted the estimation of the reserves which should be identified in the exploration
program at 25,368 Mt.



TENTH CLAUSE: Economic Conditions of
the business:If CCP exercises the option of acquiring the mining title FFB-081, the value of acquisition of the aforementioned
title will be equal to the total of the reserves identified in the exploration program multiplied by the agreed unitary prices,
which are described as follows:



|TYPE OF COAL    |  | PROVEN RESERVES |  | PROBABLE RESERVES
|--------------- |  | --------------- |  | -----------------
|Metallurgical   |  | US$ */ t        |  | US$ */ t         
|Semi-anthracite |  | US$  */ t       |  | US$ */ t         



All the reserves which exceed 25,3684
Mt will be valued as indicated in the following:



|TYPE OF COAL    |  | PROVEN RESERVES |  | PROBABLE RESERVES
|--------------- |  | --------------- |  | -----------------
|Metallurgical   |  | US$ */ t        |  | US$ */ t         
|Semi-anthracite |  | US$  */ t       |  | US$ * / t        



ELEVENTH CLAUSE:
Determination of Reserves:The Parties have agreed that the determination of reserves of the mining title shall be made using
the JORC methodology described in the Eighth Clause. CCP has designated Mr. BRIAN THOMPSON as a “Competent Person”
under the definition of JORC, who is an internationally recognized Geologist accredited to issue the Certification of Reserves.
In the case that the said person is unavailable CCP will designate another “Competent Person” with the same
qualifications.



9







| | 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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



11.1 The fees of Mr. THOMPSON will be totally covered by CCP; however, AMERALEXmay nominate at its expense a different “Competent Person”, under the definition of JORC, if they consider it
necessary.



11.2 Once the
exploitation program is complete, the “Competent Person” will prepare and send to the Parties their final report with
the indication of the probable and proven reserves of the mining title. Utilizing the referred Geological Information, AMERALEX,
will simultaneously prepare a similar report for the probably and proven reserves.



11.3 If the difference
in absolute value between the report of the “Competent Person” designated by CCP and the calculation prepared by AMERALEX
does not exceed 5% of the value reported by the “Competent Person”, the value to be used will be that of the “Competent
Person”; otherwise the final value will be the arithmetic average of the reported values of each of them. However, in this
case either of the Parties may request the involvement of an Independent Inspector who utilizes the same JORC methodology to prepare
a new report of probable and proven reserves. This Independent Inspector will be chosen by mutual agreement and their fees will
be covered by the Party who requested their involvement.



11.4 If the difference
in absolute value between the report of the Independent Inspector and of the Competent Person is equal to or less than 5% of the
value reported by the Competent Person, then the final value will be that of the Competent Person; otherwise it will be the arithmetic
value of the values reported by each of them.



TWELVETH CLAUSE: Final Price: The
final Price of exercising the current option will be the value which is the result of multiplying the reserves for each type of
coal by the unitary values indicated in the Seventh clause.



THIRTEENTH CLAUSE: Method of Payment:The Parties have agreed the follow payment scheme in favor of AMERALEX:



- First Payment: * Dollars on the
date of formalization of the current contract in the terms indicated in the declaration e) of the current contract.



10







| | 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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



- Second Payment:* Dollars, Nine (9) calendar months after the first payment.



- Third Payment:At completion
of the exploration stage and once CCP has notified their decision to exercise the purchase option of the mining title,
AMERALEX will carry out the corresponding assignment proceedings before the mining authority and CCP will constitute
in its favor a trust or a similar mechanism with a value of * Dollars, with the instruction of transferring that sum of money
in favor of AMERALEXor to their order as soon as the administrative act that accepts the assignment of the mining title
in favor of CCPis duly executed.



- From and including month 30,
counting from the date of the first payment, annual payments of * Dollars will be made or for the remaining pending amount if
this is less, as long as the total assignment of the title FFB-081 has been registered in the National Mining Register.



-If the total value of the contract exceeds * Dollars, the payments corresponding payments
to month Sixty Six (66) and further will be equal to the immediately previous payment incremented by * Dollars or the sum pending
for payment if this is less.



- If at the moment of each payment, the
assignment of the mining title FFB-081 has not been registered in the National Mining Register, CCP will establish a trust
or similar mechanism for the sum pending for payment in the favor AMERALEX, with the instruction to transfer such mentioned
in favor of AMERALEX or to their order as soon as the the registration is made effective in the mentioned Register.



-Independent of the indentified reserves,
under no circumstances shall the value of the contract exceed the sum of Eighty Five (85) Million Dollars.



11







| | 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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The following illustrates the flow of
payments corresponding to the maximum possible value: *



4.1 The payments may be made in
US Dollars or in Colombian Pesos liquidated at the representative market rate valid at the date of the respective payment at the
criteria of AMERALEX.



4.2 At any moment CCP may
make the payments previously reviewed under the sixth section of the current document calculating the remaining net present value
of future payments at a rate agreed by the Parties at the moment of agreeing the prepayment.



4.3 The total amount of this transaction
will be paid with arithmetic sum of the nominal values of the agreed payments.



FORTEENTH CLAUSE: Guarantees:



11.1 Once the option of acquisition
of the mining title is exercised and if it is determined that the total value of the assignment contract is equal to or less than
than * Dollars, CCP may pay in cash the pending sum or make a payment of a minimum of * Dollars and obtain a letter of
credit in favor of AMERALEX, which amount will be equal to the difference until reaching the sum pending for payment.



11.2 Once the acquisition option
of the mining title is exercised and if it is determined that the total value of the assignment contract is higher than * Dollars,
CCP may pay in cash the pending sum or obtain a letter of credit in favor of AMERALEX, which amount will be equal
to the least value between * Dollars and the sum pending for payment. In no case the value of the letter of credit will be higher
than * Dollars.



11.3 In cases where there are existing
sums pending for payment that are not covered by the letter of credit and furthermore which show a non-compliance of the payment
scheme on the part of CCP, AMERALEX may demand the return of the mining title FFB-081 and CCP will assume
from now the obligation of management before the mining authority a new assignment of the title in favor of AMERALEX.



12







11.4 Likewise and with the same
justification, AMERALEX may take as dation in payment the mining infrastructure which has been installed by CCP
within the area of the title, if it is in their best interests.



11.5 However, at any moment CCPwill have the option of increasing the value of the letter of credit to cover the sums pending for payment or increase the
amounts to be paid with the purpose of reducing the remaining values.



11.6 The granted letter of credit
is considered acceptable to AMERALEX if the same is issued by foreign offices of the following banks: Merril Lynch, Citi
Bank, Banco de Bogotá or Bancolombia.



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.



SIXTEENTH CLAUSE: Tributary Aspects
of the Business: CCP will facilitate all the management that AMERALEX carries out with the purpose of optimizing the
tributary impact of the current agreement as long as the interest of CCP or of COLOMBIA CLEAN POWER & FUELS, Inc.,
are not affected, nor that imply a non-compliance with Colombian laws or those which regulate the activity of their headquarters.



SEVENTEENTH
CLAUSE: Exclusivity:With
the signing of the current agreement and during the period of exploration AMERALEX will abstain from requesting, initiating
or participating in approaches, conversations or any negotiations with third parties regarding the total or partial assignment
of the mining title FFB-081.



EIGHTEENTH CLAUSE: In the event
that either of the Parties decides to assign, sell or transfer to any title the rights derived from the current contract, it should
have the express and written consent of the other.



13







NINETEENTH CLAUSE:In the event that AMERALEX decides to enter into an Operation Contract within the area of the title FFB-081, and before
the title assignment is approved by the mining authority, it should have the consent of CCP regarding the area to be granted
and the conditions of the same.



TWENTIETH CLAUSE: Unilateral Termination
of the current contract: CCPis entitled to terminate the current contract from the date of the signing of the current contract
and up to the day in which they exercise the assignment option of the mining title in their name. Therefore, during the period
of time reviewed in this clause CCP may determine that there is no interest or that it is not possible to develop a mining
project and in this eventuality, CCP may (i) unilaterally terminate the obligation of continuing with the payment reviewed
in the Ninth and Tenth Clauses of the current agreement, being exonerated of any payment proportional to the remaining period
of time for the next payment, compensation, penalization, reclamation, royalty or any type of expenditure of money in favor of
the titleholders, (ii) and resign from now to demand to AMERALEX the total or partial return of any of the sums of money
received until that moment.



In case of unilateral termination on the
part of CCP, in the terms described in this clause the following procedure will be applied:



| | a) | CCP should notify AMERALEXof its decision to unilaterally terminate the current contract,
                                                                in written form and to the address reviewed in this contract with
                                                                the purpose of notification. From the date of notification of
                                                                the decision of unilateral termination of current agreement, all
                                                                the pending obligations of CCP in favor of AMERALEXwill cease. Notwithstanding the foregoing the responsibility
                                                                of CCP for the obligations derived from the activities
                                                                developed during the exploration will remain in force.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | Within the month following the
                                                                notification of termination of the current agreement they will
                                                                proceed to remove all the machinery, installations and equipment
                                                                belonging to CCP which are located within the area covered
                                                                by the Concession Contract being terminated.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



14







| | c) | The unilateral termination
                                                                       of the current contract grants the titleholders the right
                                                                       to demand the delivery of the studies completed in the
                                                                       area of the contract FFB-081, the nucleus, registers and
                                                                       all the lithology information of the shafts obtained during
                                                                       the exploration stage.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Paragraph One: AMERALEX, may not
at any moment unilaterally terminate the current contract by virtue of the exclusivity of the rights granted to CCP.



TWENTY FIRST CLAUSE: Scope of the current
Contract:The current Contract constitutes the sole and total agreement between the Parties in relation to the subject matter
of the contract and prevails upon any verbal or written proposal, on all prior negotiation and all other communications between
the Parties with respect to the subject matter of the Contract and, in particular, upon the Memorandum of Understanding for the
Acquisition of a Mining Title, entered into between the Parties on September 23, 2011.



TWENTY SECOND 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.



15







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.



TWENTY THIRD CLAUSE: Dispute Settlement: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 dispute or differences related to the execution of this agreement or of
other contracts will 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 the 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. In the case of existing values pending for payment which is not covered by the letter of credit CCP will
resign to exercise any type of legal action against AMERALEX if the aforementioned makes the agreed guarantees effective.



This clause excludes the exercise of executive
action reviewed by the Parties in the current contract and the resolution of disputes arising from the calculation of existing
reserves within the mining title FFB-081, which will be submitted to the proceeding established in the Eleventh Clause of the
current contract.



16







TWENTY FOURTH CLAUSE: Amendments:This
current agreement may only be amended by a written document signed by the duly authorized representatives of each of the Parties.



TWENTY FIFTH CLAUSE: CONFIDENCIALITY:
INFORMATION OBTAINED DURING THE CONTRACT:The parties agree to keep under strict confidentiality, all information or documentation
which they may have access to as consequence of the nature of the current contract. Therefore, they will limit the disclosure
of information exclusively to personnel and assessors who may require such knowledge contained within the same (and in the case
of subsidiaries, to their personnel) and will notify their employees of the obligations herein explained and that the information
will only be used for the purposes hereof. The Parties shall: 1. - Not disclose the current Agreement nor the related information
agreed, without prior written approval from an authorized representative of the other Party. 2. Carefully protect such mentioned
information to avoid non authorized disclosure, exercising the same degree of care used to protect their confidential information.
Nevertheless, the parties declare knowledge and understanding that due to the fact that CCP is a subsidiary of a public
association of the United States of America, they may be required to disclose the terms of this negotiation. In the event of exercising
the option of acquisition of the rights derived from the concession contract FFB-081, the current agreement may be made available
to the public and consequentially, confidentiality will only be implied to the technical and geological information regarding
the deposits known by the parties as well as the information deemed private by the law.



TWENTY SIXTH CLAUSE: Enforceability:The parties state that the current agreement will remain in force and binding until the date when CCP pays the totality
of the sum reviewed in the FIFTH Clause of the current contract.



TWENTY SEVENTH CLAUSE: Indemnities:



27.1AMERALEXagrees to indemnify and hold
harmlessCCP, its personnel, directors, agents and executives against all loses, expenses,
costs, damages etc. which it may suffer or incur directly or indirectly by any of them, which may arise in connection with any
procedure, action or claim executed by a third party due to an infraction related to Know How: received bills, paid bills, violation
of any declaration or guarantee granted byAMERALEXof any law, statute, rule, regulation,
bylaw, administrative instruction and any other enactment relevant to the activities of the same, by virtue of, or in relation
to the administration, management, financing, legal conformities, sanctions, litigations, taxes, work issues, state pension scheme
etc; and other actions, things, declarations which may have impact on the present and/or future operations, business and/or good
will ofAMERALEX.



17







27.2.CCPmay, at its own discretion, decide to initiate any legal action arising or related
to the statements made byAMERALEX in this contract; and ifCCP decides
to initiate an action to give compliance to any of the statements it may introduce a legal action against any of the parties composed
byAMERALEX, together, or in collaboration or however it may consider suitable.



27.3.CCPagrees to indemnify and hold harmlessAMERALEX,
its personnel, directors, agents and executives against all loses, expenses, costs, damages etc. which it may suffer or incur
directly or indirectly by any of them, which may arise in connection with any procedure, action or claim executed by a third party
due to an infraction related to Know How: received bills, paid bills, violation of any declaration or guarantee granted by
CCPof any law, statute, rule, regulation, bylaw, administrative instruction and any other enactment
relevant to the activities ofCCP, by virtue of, or in relation to the administration,
management, financing, legal conformities, sanctions, litigations, taxes, work issues, state pension scheme etc; and other actions,
things, declarations which may have impact on the present and/or future operations, business and/or good will ofCCP.



24.4.AMERALEXmay, at its own discretion, decide to initiate any legal action arising or related
to the statements made byCCP in this option contract; and ifAMERALEX decides
to initiate an action to give compliance to any of the statements it may introduce a legal action against any of the parties composed
byCCP, together, or in collaboration or however it may consider suitable.



TWENTY FIFTH CLAUSE:All the terms and dispositions which have or have not been expressed in this Option Contract will be binding for the parties,
which will be beneficial for them and will be executed by the same or their legal representatives and successors.



TWENTY SIXTH CLAUSE: CLAUSULA VIGESIMO
SEXTA.Except as otherwise provided for by this document, each Party of this Option Contract should bear its respective expenses
incurred in relation with the preparation, development and execution of this option contract and the transactions contemplated
herein, including all fees and expenses of agents, representatives, advisors, intermediaries, lawyers and accountants.



18







TWENTY SEVENTH CLAUSE: ADDRESS:
Both parties indicate the address of this agreement as the Capital District of Bogotá, Department of Cundinamarca.



TWENTY EIGHTH CLAUSE: NOTIFICATIONS:Any communication required or which must be sent to the parties in regard to the current contract shall be by registered mail
or personally delivered to the following persons and addresses:



AMERALEX S.A.S.

ADDRESS.Calle 16 No. 14-41 Oficina
1209. Duitama, Boyacá

TEL.3108088910

CONTACT.CESAR SALGADO BEJARANO
cesarsalgado@icmltda.com



COLOMBIA CLEAN POWER S.A.S.

ADDRESS. Calle100 No. 8 A-55 Torre
C oficina 315. Bogotá D.C.

TEL. 7432090

CONTACT. CARLOS JULIO SOTO VÁSQUEZ:
csoto@colombiacleanpower.com.



Any notice shall be deemed to have been sent and received if:



28.1. If delivery is
personal, and is made on a non-working day to the receiving party, if that day is not a business day such notification is deemed
to have been given and received on the first working day following the day of personal service;



28.2 If made by registered
mail, then the first working day following the expiration of five (5) business days following the date of sending.



28.3 In the case of
sending by a facsimile transmission and it is successfully transmitted before 4:00pm on a business day where the receiving party
is located, then in that business day, and if transmitted after 4:00pm then the first working day following the date of transmission.



19







19.4. In the case of sending by email
and it is successfully transmitted before 4:00pm on a business day where the receiving party is located, then in that business
day, and if transmitted after 4:00pm then the first working day following the date of transmission.

19.5. For all purposes of the current
clause the parties may make the decision of notification by any of the alternatives listed here, but in all cases the terms begin
to be valid from the first form that is used.



In witness that the above document fully
comprises the will of both involved Parties, signed in the city of Bogotá, on the Seventh (7) of October, 2011, in two
identical copies.



|/s/ James Albert Flores                                                                                          | /s/ Carlos Julio Soto Vasquez                                                                                  
|---------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------
|JAMES ALBERT FLORES
        Passport No. 209834913
        Legal Representative
        COLOMBIA CLEAN POWER SAS | CARLOS JULIO SOTO VASQUEZ
        C.C. 70.045.125
        Legal Representative
        COLOMBIA CLEAN POWER SAS



/s/ Cesar Salgado Bejarano

CESAR SALGADO BEJARANO

C.C. 3.102.803

Legal Representative

AMERALEX SAS



20







Annex 1



CCD No. 0602297



CHAMBER OF COMMERCE OF DUITAMA



CERTIFICATE OF EXISTENCE AND LEGAL REPRESENTATION



Operation
Number: 01VL10507067 Date: 20120507 Time: 15:58:00 Page: 1



CERTIFICATE OF EXISTENCE AND LEGAL REPRESENTATION OR REGISTRATION
OF DOCUMENTS.

THE DUITAMA CHAMBER OF COMMERCE, WITH BASIS IN THE MATRICULATION
OR REGISTRATION OF THE COMMERCIAL REGISTER,



CERTIFIES:



NAME	:	            AMERICANA DE MINERALES DE EXPORACION SOCIEDAD,
SIMPLIFIED JOINT STOCK COMPANY

ABBREV:	         AMERALEX SAS

N.I.T.	:		               0900102399-6

COMMERCIAL ADDRESS:	         CALLE 16 No. 14 – 41 OFFICE 1209

COMMERCIAL ZONE:	   DOWNTOWN (CENTER)

COMMERCIAL FAX:	      7606364

ADDRESS:	       DUITAMA

COMMERCIAL TELEPHONE 1:	7606364

ADDRESS OF LEGAL NOTIFICATION:	   CALLE 16 No. 14 – 41
OFFICE 1209

NOTIFICATION ZONE: DOWNTOWN (CENTER)

LEGAL MUNICIPALITY:	  DUITAMA

LEGAL NOTIFICATION TELEPHONE 1:	  7605964

LEGAL NOTIFICATION FAX:	     7606364



CERTIFIES:



MATRICULATION No: 0004315 ` A F I L I A T E D ‘

MATRICULATION DATE IN THIS CHAMBER OF COMMERCE: AUGUST 24, 2006

RENEWAL IN YEAR 2012, MARCH 30, 2012













Annex 1



CERTIFIES:



CONSTITUTION : THAT VIA LEGAL DOCUMENT No. 0000001 OF THE CONSTITUTIVE
ASSEMBLY OF DUITAMA ON AUGUST 15, 2006, REGISTERED ON AUGUST 24, 2006, UNDER THE NUMBER 00009311 OF BOOK IX, THE LEGAL ENTITY:
AMERICANA DE MINERALES DE EXPORTACION LTDA WAS CONSTITUTED VIA THE LEGAL DOCUMENT No. 0000004, BY EXTRAORDINARY MEETING OF PARTERS
OF DUITAMA ON DECEMBER 28, 2010, REGISTERED ON MARCH 9, 2011, UNDER THE NUMBER 00012076 OF BOOK IX, THE PARTNERSHIP CHANGED ITS
NAME TO : AMERCANA DE MINERALES DE EXPORTACION LTDA TO : AMERICANA DE MINERALES DE EXPORTACION, SIMPLIFIED JOINT STOCK COMPANY



CERTIFIES:



THAT IN LEGAL DOCUMENT No. 0000004 OF THE EXTRAORDINARY MEETING
OF THE PARTNERS OF DUITAMA ON DECEMBER 28, 2010, REGISTERED ON MARCH 9, 2011, UNDER THE NUMBER 00012076 OF BOOK IX, THE LEGAL ENTITY
MADE THE FOLLOWING CHANGES: CHANGED THE COMPANY FROM A LIMITED (LTD) COMPANY TO A JOINT STOCK COMPANY.



CERTIFIES:



CHANGES:



|DOCUMENT | DATE     | ORIGEN                | CITY    | REGISTRATION | DATE    
|-------- | -------- | --------------------- | ------- | ------------ | --------
|0000002  | 15/10/08 | MEETING OF PARTNERS   | DUITAMA | 00010565     | 20/10/08
|0032008  | 31/03/09 | EXTRAORDINARY MEETING | DUITAMA | 00010892     | 31/03/09
|0000004  | 28/12/10 | EXTRAORDINARY MEETING | DUITAMA | 00012076     | 09/03/11



CERTIFIES:



THE EFFECTIVE DURATION OF THE STATUS OF LEGAL ENTITY IS INDEFINITE











Annex 1



CERTIFIES:



CORPORATE OBJECTIVE: THE OBJECTIVE OF THIS COMPANY WILL BE REALIZATION
OF ALL TYPES OF TRANSACTIONS RELATED TO THE EXPLORATION, EXPLOITATION, TRANSFORMATION AND BENEFIT OF MINERALS, MAINLY COAL IN COLOMBIA
OR ABROAD; COMMERCIALIZATION OF MINERALS ON AN INTERNATIONAL AND NATIONAL LEVEL, MAINLY THERMIC, COKING AND ANTHRACITIC COAL, REFORESTATION
FOR THE EXPLOITATION OF WOOD; GEOLOGICAL STUDIES AND CONSULTANCY; PURCHASE, SALE, DISTRIBUTION, IMPORTATION AND EXPORTATION OF
THE ARTICLES WHICH THE EXPLOITATION DEMANDS, THE BENEFIT AND COMMERCIALIZATION OF THE MINERALS. THE INVESTEMENT IN PARTNERSHIPS
OF ANY NATURE OR LEGAL FORM WHICH ARE DIRECTLY OR INDIRECTLY RELATED WITH ITS CORPORATE OBJECTIVE, OR OTHERS WHICH ARE COMPLIMENTARY.
THE PARTNERSHIP MAY ATTEND TO ANY OTHER ACTIONS OR LEGAL CONTRACTS OF THE INDUSTRY AND COMMERCE, SO THEREFORE, THE PARTNERSHIP
MAY ACQUIRE, TRANSFER, MORTGAGE OR LEASE ALL KINDS OF MOVABLE OR INMOVABLE ASSETS AND REALIZE ANY COMMERCIAL, INDUSTRIAL AND FINANCIAL
OPERATIONS, ENTER INTO CONTRACTS OF ANY NATURE AND IN GENERAL, EXECUTE ALL THE CIVIL AND COMMERCIAL ACTIONS. ALL THE ACTIONS DIRECTLY
RELATED TO THE CORPORATE OBJECTIVE ARE UNDERSTOOD AS INCLUDED, AND ALL THOSE WHICH HAVE A MAIN PURPOSE OF THE EXERCISING OF RIGHTS
IN COMPLIANCE OF LEGAL OBLIGATIONS AND ARE CONVENTIONALLY DERIVED FROM THE EXISTANCE AND THE ACTIVITY OF THE PARTNERSHIP. IN THE
DEVELOPMENT OF ITS CORPORATE OBJECTIVE THE PARTNERSHIP MAY: A) TAKE OR GIVE MONEY AS LOANS OR MUTUUM WITH REAL OR PERSONAL GUARANTEES.
B) OBTAIN PROPERTY RIGHTS FOR MERCHANDISE, PATENTS AND PRIVELEDGES OR ANY TITLE. C) ENTER INTO CONTRACTS IN PARTNERSHIP OR ASSOCIATION
FOR THE EXPLOITATION OF BUSINESSES WHICH ARE PART OF ITS CORPORATE OBJECTIVE OR WHICH ARE DIRECTLY RELATED TO THE PARAGRAPH. THE
PARTNERSHIP MAY NOT BE A CONSTITUTED GUARANTOR OF ALIEN OBLIGATIONS NOR PLEDGE WITH ITS SOCIAL ASSETS FOR OBLIGATIONS OTHER THAN
THEIR OWN.



CERTIFIES:



|CAPITAL:      |                       
|------------- | ----------------------
|              | **AUTHORIZED CAPITAL**
|VALUE         | : $360,000,000.00     
|No. OF SHARES | : 360,000.00          
|NOMINAL VALUE | : $1,000.00           
|              | **REGISTERED CAPITAL**
|VALUE         | : $360,000,000.00     
|No. OF SHARES | : 360,000.00          
|NOMINAL VALUE | : $1,000.00           
|              | **PAID CAPITAL**      
|VALUE         | : $360,000,000.00     
|No. OF SHARES | : 360,000.00          
|NOMINAL VALUE | : $1,000.00           













Annex 1



CERTIFIES:



**APPOINTMENTS**

THAT LEGAL DOCUMENT No. 0000001 OF THE SHAREHOLDERS MEETING
OF MARCH 26, 2011, REGISTERED ON MARCH 29, 2011, UNDER THE NUMBER 00012098 OF BOOK IX, APPOINTED:



|NAME                           | IDENTIFICATION  
|------------------------------ | ----------------
|MANAGER                        |                 
|SALGADO BEJARANO CESAR ENRIQUE | C.C. 00003102803
|SUBSTITUTE MANAGER             |                 
|ARDILA CARO JULIO CESAR        | C.C. 00019309089



CERTIFIES:



LEGAL REPRESENTATION: THE LEGAL RESPRESENTATIVE OF THE PARTNERSHIP
IS THE MANAGER, WHO WILL BE REPLACED IN HIS ABSOLUTE, TEMPORARY, OCCASSIONAL OR ACCIDENTAL ABSENCE, BY THE SUBSTITUTE MANAGE, WITH
THE SAME POWERS OF SUCH. THE LEGAL REPRESENTATIVE WILL HAVE THE RESPONSIBILITY OF MANAGEMENT AND ADMINISTRATION OF THE SOCIAL BUSINESSES
BEING SUBJECTED TO LAW, THE SOCIAL STATUES AND THE REGULATIONS AND RESOLUTIONS OF THE GENERAL MEETINGS OF SHAREHOLDERS. APPOINTMENT
AND TERM: THE MANAGER AND SUB-MANAGER WILL BE DESIGNATED FOR A PERIOD OF TWO YEARS, COUNTING FROM THEIR ELECTION, BUT THEY MAY
BE INDEFINITIVELY RE-ELECTED OR FREELY REMOVED AT ANY TIME. IF THE MEETING DOES NOT ELECT THE LEGAL REPRESENTATIVES WHEN THEY SHOULD,
THE PREVIOUS REPRESENTATIVE WILL CONTINUE IN THEIR POSITION UNTIL A NEW APPOINTMENT IS MADE. POWERS OF THE LEGAL REPRESENTATIVE:
DURING THE DEVELOPMENT OF WHAT IS ESTABLISHED IN ARTICLE 99 AND 196 OF THE COMMERCE CODE, THE FUNCTIONS AND POWERS OF THE LEGAL
REPRESENTATIVE ARE THOSE PERTINENT TO THE POSITION AND ESPECIALLY THE FOLLOWING: 1) TO REPRESENT JUDICIALLY OR EXTRAJUDICIALLY,
BEFORE THE PARTNERS, BEFORE THIRD PARTIES AND ALL TYPES OF JUDICIAL AND ADMINISTRATIVE AUTHORITIES, EMPLOYEES, INDIVIDUAL OR LEGAL
ENTITIES, ETC., 2) EXECUTE THE AGREEMENTS AND RESOLUTIONS OF THE GENERAL MEETING OF SHAREHOLDERS, 3) EXECUTE THE ACTIONS AND ENTER
INTO CONTRACTS WHICH INTENT TO FULFIL THE PURPOSES OF THE PARTNERSHIP AND ITS COMMERCIAL OBJECTIVE. IN EXERCISING THIS POWER, THE
LEGAL REPRESENTATIVE MAY: TRANSFER, ACQUIRE, CHANGE, MORTGAGE, LIMIT IN ANY WAY OR MANNER, TO ANY TITLE, THE MOVABLE AND INMOVABLE
ASSETS OF THE PARTNERSHIP; COMPROMISE, COMMIT, CONCILIATE, DESIST, NOVATE, RECEIVE AND INTERPOSE ACTIONS AND RESOURCES OF ANY KIND
OF ALL THE BUSINESS OR MATTERS OF ANY NATURE OF THE PARTNERSHIP WHICH ARE PENDING; TO CONTRACT OBLIGATIONS WITH PERSONAL WARANTEES,
PLEDGE OR MORTGAGE, GIVE OR RECEIVE MONEY IN MUTUUM, MAKE BANK DEPOSITS; SIGN ALL KINDS OF SECURITIES AND NEGOTIATE, SIGN, ACCEPT,
APPEAL, ENDORSE, PAY, DISCHARGE, HOLD OR PAY THESE KINDS OF INSTRUMENTS; TO APPEAR IN TRIALS WHERE THE DOMAIN OF THE SOCIAL ASSETS
OF ANY KIND IS IN DISPUTE; FORM NEW PARTNERSHIPS OR BE PART OF OTHERS WHICH ALREADY EXIST, 4) APPOINT THE JUDICIAL AND EXTRAJUDICIAL
POWERS OF ATTORNEY THAT ARE CONSIDERED NECESSARY FOR THE ADEQUATE REPRESENTATION OF THE PARTNERSHIP, DELEGATING THE POWERS WHICH
ARE DEEMED CONVENIENT, OR THOSE ENTITLED TO THEM, 5) PERIODICALLY PRESENT TO THE SHAREHOLDERS, A REPORT OF THE DEVELOPMENT OF THE
CORPORATE OBJECTIVE, AS WELL AS THE FINANCIAL AND COMMERCIAL ANNEXES, 6) PRESENT THE REPORTS AND DOCUMENTS, WHICH ARE THE SUBJECT
OF ARTICLE 446 OF THE COMMERCIAL CODE, 7) DESIGNATE, PROMOTE OR REMOVE THE PERSONNEL OF THE PARTNERSHIP AS LONG AS DOING SO DOES
NOT DEPEND ON OTHER SOCIAL ENTITIES AND APPOINT THE TYPE OF WORK, RENUMERATION ETC, AND TO TERMINATE EMPLOYMENT ACCORDING TO EACH
CASE, 8) CONVENE THE GENERAL MEETING OF SHAREHOLDERS FOR MEETINGS OF ANY NATURE, 9) DELEGATE DESIGNATED FUNCTIONS PERTAINING TO
ITS POSITION WITHIN THE LIMITS APPOINTED IN THESE STATUTES, 10) DEALING WITH COLLECTIONS AND INVESTEMENTS OF THE FUNDS OF THE COMPANY,
11) SUPERVISE ALL THE EMPLOYEES OF THE PARTNERSHIP SO THAT THEY STRICTLY COMPLY WITH ALL OF THEIR DUTIES AND NOTIFY THE SHAREHOLDERS
MEETING OF ALL IRREGULARITIES OR SERIOUS NON-COMPLIANCE WHICH MAY OCCUR REGARDING THIS MATTER, 12) ALL OTHER FUNCTIONS NOT ATTRIBUTED
BY THE SHAREHOLDERS OR ANY OTHER SOCIAL ENTITY RELATED TO THE DIRECTION, OF THE ENTERPRISE, AND ALL OTHERS WHICH MAY BE DELEGATED
BY LAW AND THE GENERAL MEETING. PARAGRAPH: THE LEGAL REPRESENTATIVE IS AUTHORIZED TO ENTER INTO ANY CONTRACT OR ACTION WHICH DOES
NOT EXCEED 2000 LEGAL MINIMUM MONTHLY SALARIES IN FORCE, ANY AMOUNT ABOVE THIS WILL REQUIRE THE AUTHORIZATION OF THE SHAREHOLDERS
MEETING.











Annex 1



CERTIFIES:



THERE ARE NO REGISTRATIONS PRIOR TO THE DATE OF THE CURRENT
CERTIFICATE, WHICH MAY TOTALLY OR PARTIALLY MODIFY ITS CONTENT. IN ACCORDANCE WITH WHAT IS ESTABLISHED BY LAW 962 OF 2005, THE
ACTIONS OF REGISTRATION HEREIN CERTIFIED REMAIN IN FORCE FOR FIVE (5) WORKING DAYS AFTER THE DATE OF REGISTRATION, PROVIDED THEY
ARE NOT SUBJECT TO RESOURCES IN THE GOVERNMENT (REPOSITION, APPEAL OR COMPLAINT).



THIS CERTIFICATION HAS NO VALUE FOR THE AFFILIATE.



IN ACCORDANCE WITH DECREE 2150 OF 1995
AND THE AUTHORIZATION IMPARTED BY THE SUPERINTENDANT OF INDUSTRY AND COMMERCE, VIA A COMMUNICATION OF NOVEMBER 18, 1996, THE SIGNATURE
WHICH APPEARS BELOW HAS FULL VALIDITY FOR ALL LEGAL EFFECTS.





















































Annex 3



| | BOGOTA CHAMBER OF COMMERCE      
| | --------------------------------
| |                                 
| | NORTHERN BRANCH                 
| |                                 
| | MAY 7, 2012       TIME: 08:56:07
| |                                 
| | R034658351                      



CERTIFICATION OF EXISTENCE AND LEGAL REPRESENTATION
OR REGISTRATION OF DOCUMENTS.



THE CHAMBER OF COMMERCE OF BOGOTA, WITH
FUNDAMENTALS IN THE MATRICULATION AND REGISTRATION OF THE MERCANTILE REGISTER

CERTIFIES:



|NAME   | : | COLOMBIA CLEAN POWER SAS                                                
|------ | - | ------------------------------------------------------------------------
|N.I.T. | : | 900362160 – 8 ADMINISTRATION: TAXES SECTION OF BOGOTA, COMMON TAX REGIME



|ADDRESS: | BOGOTA D.C.
|-------- | -----------



CERTIFIES:



REGISTRATION NO:	            01998177 OF JUNE 8,
2010



CERTIFIES:



RENEWAL OF REGISTRATION:	     MARCH 22, 2012



LAST YEAR RENEWED:	     2012



TOTAL ASSETS REPORTED:	           $24,249,771,627



CERTIFIES:



ADDRESS OF LEGAL NOTIFICATION:	          CALLE
90 NO. 19-41 OFFICINA 901



MUNICIPALITY:	BOGOTA D.C.



EMAIL OF LEGAL NOTIFICATION:	               lrodriguez@colombiacleanpower.com



COMMERCIAL ADDRESS:	               CALLE 90 NO. 19-41
OFFICINA 901



MUNICIPALITY: BOGOTA D.C.



COMMERCIAL EMAIL:	     lrodriguez@colombiacleanpower.com



CERTIFIES:



CONSTITUTION: THAT FOR THE PRIVATE DOCUMENT
OF THE SHAREHOLDERS OF MAY 27, 2010, REGISTERED ON JUNE 8, 2010, UNDER THE NUMBER 01389832 OF BOOK IX, THE COMMERCIAL PARTNERSHIP
NAMED ENERGIA ANDINA SANTANDER RESOURCES S A S. WAS CONSTITUTED.



CERTIFIES:



THAT IN LEGAL DOCUMENT NO. 008 OF THE SHAREHOLDERS
MEETING OF APRIL 12, 2011, REGISTERED ON APRIL 13, 2011, UNDER THE NUMBER 0170434 OF BOOK IX, THE PARTNERSHIP CHANGED ITS NAME
FROM: ENERGIA ANDINA SANTANDER RESOURCES S A S, TO: COLOMBIA CLEAN POWER SAS.















Annex 3



CERTIFIES:

REFORMS:



|E.P. No. | DATE       | NOTARY | CITY        | DATE       | REGISTRATION No.
|-------- | ---------- | ------ | ----------- | ---------- | ----------------
|002      | 08/24/2010 | 0000   | BOGOTA D.C. | 06/09/2010 | 01411816        
|4        | 16/12/1010 | 0000   | BOGOTA D.C. | 24/12/2010 | 01439842        
|5        | 23/12/2010 | 0000   | BOGOTA D.C. | 24/12/2010 | 01439852        
|008      | 12/04/2011 | 0000   | BOGOTA D.C. | 13/04/2011 | 01470434        
|009      | 02/09/2011 | 0000   | BOGOTA D.C. | 09/09/2011 | 01511463        



CERTIFIES:

VALIDITY:	          THAT
THE PARTNERSHIP IS CURRENTLY NOT DISSOLVED. DURATION UNTIL MAY 27, 2070.

CERTIFIES

CORPORATE OBJECTIVE:	               THE PARTNERSHIP
WILL HAVE THE CORPORATE OBJECTIVE OF: 1. THE EXPLORATION, EXPLOITATION, TRANSPORT AND COMMERCIALIZATION OF COAL AND ANY OTHER TYPE
OF MINERAL. 2. THE PURCHASE, EXPLORATION, EXTRATION, EXPLOITATION, PROCESSING, DISTRIBUTION, SALE AND GENERAL COMMERCIALIZATION
OF MINERAL, COALS, HYDROCARBONS AND ALL OTHER TYPES OF COMBUSTIBLES, THOSE BEING SOLID, LIQUID OR GAS. 3. THE OPERATION OF PIERS
AND MARTIME OR FLUVIAL TERMINALS, FOR PURPOSES RELATED TO THE PRODUCTION, TRANSPORT AND EXPORTATION OF COAL, HYDROCARBONS AND OTHER
SIMILAR OR DERIVED PRODUCTS, AS WELL AS THE PROVISION OF PORT SERVICES TO MARTIME OR FLUVIAL CARGO VESSELS IN TERMINALS AND PORTS
MAINLY USED FOR COAL, AMONG OTHER CARGO; ADMINISTRATION OF STORAGE FACILITIES AND WAREHOUSES MAINLY USED FOR COAL, AMONG OTHER
CARGOS. 4. OBTAINING, ACQUIRING, PURCHASING, EXPLORING IN ANY OTHER FORM OF MARTIME, FLUVIAL OR PORT CONCESSION, MINING CONCESSIONS,
HYDROCARBON CONCESSIONS, WATER CONCESSIONS OR ANY OTHER REQUIRED FOR THE ADEQUATE COMPLIANCE OF ITS CORPORATE OBJECTIVE. 5. PROVIDING
CONSULTATION AND TECHNICAL SERVICES FOR THE DIFFERENT FIELDS OF MINING. 6. MAKING ALL TYPES OF INVESTEMENTS, IN THE DIFFERENT SECTORS
OF THE ECONOMY AND IN PROJECTS OF A DIVERSE NATURE. 7. FORM PARTNERSHIPS, SUBSIDUARIES, BRANCHES OR REPRESENTATIONS WITH THE EXCLUSIVE
PURPOSE OF DEVELOPING ITS CORPORATE OBJECTIVE. ACQUIRING TITLES OF ALL KINDS OF MOVABLE OR INMOVABLE ASSETS AND TO LEASE, TRANSFER
OR MORTGAGE THEM. 8. OBTAIN OR EXPLOIT CONCESSIONS, AS LONG AS THEY DO NOT GENERATE INELIGIBILITY OR RESTRICTION FOR ANY OF ITS
SHAREHOLDERS, PRIVILEDGES, BRANDS, COMMERCIAL NAMES, PATENTS, INVENTIONS, MODELS, DESIGNS OR ANY OTHER INTANGIBLE OR TANGIBLE PROPERTY,
AS LONG AS THEY ARE RELATED TO THE MAIN CORPORATE OBJECTIVE AND OTHER ESTABLISHED CORPORATE OBJECTIVES. 9. TO PERFORM ALL KINDS
OF OPERATIONS WITH SECURITIES VALUES. 10. PARTICIPATE IN TENDERS OR PUBLIC OR PRIVATE AUCTIONS OR DIRECT PUBLIC CONTRACTING, WHICH
CORPORATIVE PURPOSES ARE DIRECTLY RELATED WITH THE MAIN CORPORATE OBJECTIVE OR ANY OTHER CORPORATE PURPOSES ESTABLISHED, AS LONG
AS THEY DO NOT GENERATE ANY INELIGIBILITIES, INCOMPATIBILITIES OR RESTRICTIONS FOR ITS SHAREHOLDERS. 11. SIGN CONTRACTS OF COMMERCIAL
TRUST, CREDIT, LOAN, DEBT OR ANY OTHER DEBIT OPERATION, GIVING OR RECEIVING THE PERTINENT WARANTEES TO THE CASE. 12. GRANTING OF
WARANTEES VIA THE CONSTITUTION OF MORTGAGES ON REAL ESTATE OR GIVING OF PERSONAL PROPERTY OF THE PARTNERSHIP AS SECURITY OR ANY
OTHER TYPE OF WARANTEE OR SUPPORT WHICH MUST BE LEGALLY ACCEPTED BY THE APPLICABLE LAWS. 13. GIVING OR RECEIVING THE PERTINENT
GUARANTEES. 14. SIGN CONTRACTS OF ANY NATURE OR KIND THAT ARE NECESSARY FOR THEADEQUATE DEVELOPMENT OF THE MAIN OBJECTIVE AND OTHER
CORPORATE OBJECTIVES ESTABLISHED. 15. INVEST ALL TREASURY SURPLUSES IN THE VALUE OF HIGH LIQUIDITY. 16. IMPORT ALL TYPES OF GOODS,
EQUIPMENT AND RAW MATERIALS NEEDED FOR THE OPERATION PERTAINS TO THE ACTIVITY OF THE PARTNERSHIP, AS WELL AS EXPORTING THE MINING
PRODUCTION AND DERIVATIVES OR FINISHED PRODUCTS, IN ADDITION TO THE EXPORTATION OF TRANSPORT SERVICES IN ACCORDANCE WITH THE REQUIREMENTS
FOR SALE OR NON-SALE OF THE COAL WITHIN THE LEGAL FRAMEWORK PERTAINING TO THE INTERNAL AND EXTERNAL COMMERCE REQUIRED AS RELATED
SERVICES, COMPLEMENTARY OR IN ANY MANNER RELATED TO THE ACTIVITIES WHICH CONFORM TO THE CORPORATE OBJECTIVE. 17. TO PERFORM ALL
AND EACH OF THE ACTIVITIES RELATED AND SIMILAR TO THE MAIN CORPORATE OBJECTIVE AND OTHER ESTABLISHED CORPORATE OBJECTIVES, WHICH
PURPOSES WILL BE THEIR STRICT DEVELOPMENT. 18. COMPLYING WITH ALL OTHER POWERS THAT ARE IMPOSED BY THE LAWS AND THE STATUTES AND
THOSE WHICH BEING COMPATIBLE WITH THE ABOVE WILL BE IMPOSED BY THE MEETING OF SHAREHOLDERS TO SIGN ANY JUDICIAL ACT OR CONTRACT
WHICH IS CONVENIENT FOR THE DEVELOPMENT OF THE MAIN CORPORATE OBJECTIVE AND ALL OTHER ESTABLISHED CORPORATE OBJECTIVES. 19. CONTRACTING
LOANS AND INSURANCES WHICH CONFORM TO THE LAW IN ACCORDANCE WITH THE FORMS AUTHORIZED BY THE SAME AND SIGNING OF ALL THE FINANCIAL
OPERATIONS WHICH WILL ALLOW THE ACQUISITION OF THE FUNDS OR OTHER ASSETS REQUIRED FOR THE DEVELOPMENT OF THEIR BUSINESS. 20. SIGN
CONTRACTS WITH THE STATE OR WITH INDIVIDUALS, TO EXECUTE BY THEMSELVES OR VIA CONSIGNEES, DELEGATES OR REPRESENTATIVES THE ACTIVITIES
OF ITS CORPORATE OBJECTIVE. 21. PROMOTE, PARTICIPATE OR BE PART OF OTHER PARTNERSHIPS AND CONSTITUTE, UNDER THE LEGAL NATURE OF
ITS CONVENIENCE, CONSORTIUMS AND ASSOCIATIONS, TEMPORARY UNIONS OR FURTHER TYPES OF ASSOCIATIONS WITH FOREIGN OR NATIONAL COMPANIES,
FOR THE DEVELOPMENT OF PROJECTS WHICH ARE SIMILAR TO ITS CORPORATE OBJECTIVES. 22. TO PROMOTE AND PARTICIPATE AS A PARTNER IN COMPANIES,
BUSINESSES OR ACTIVITIES DIRECTLY OR INDIRECTLY RELATED TO ITS CORPORATE OBJECTIVE, AND PROVIDE TO THE SAME ALL KINDS OF GOODS.
23. PROVIDE IN AN INTERNATIONAL SCOPE, THE SERVICES RELATED WITH ITS FIELD OF ACTIVITY. 24. OBTAIN AND EXPLOIT THE RIGHT OF PROPERTY
REGARDING BRANDS, DRAWINGS, INSIGNIAS, PATENTS, INTERNET DOMAINS AND ANY OTHER INTANGIBLE GOODS AND OBTAIN THE RESPECTIVE REGISTRATION
BEFORE THE COMPETENT AUTHORITY ON AN INTERNATIONAL OR NATIONAL SCOPE. 25. CARRY THE REPRESENTATION OF LEGAL OR INDIVIDUAL ENTITIES
BEFORE PUBLIC OR PRIVATE ENTITIES WITHIN THE FIELD REVIEWED IN THE OBJECTIVE OF THE PARTNERSHIP. 26. TO COMPROMISE TO REACH A SETTLEMENT,
CONCILIATE, DESIST AND SUBMIT TO ARBITRARY DECISIONS AND MATTERS RELATED TO THE INTERESTS OF THIRD PARTIES. 27. TO IN GENERAL EXECUTE
ALL THE ACTS, CONTRACTS AND OPERATIONS OF A CIVIL OR COMMERCIAL NATURE RELATED TO THE COMMERCIAL PURPOSE AND ITS DEVELOPMENT EITHER
AS A MEANS OR AN END, EXPRESSED IN THIS ARTICLE, WHICH MAY BENEFIT OR DEVELOP ITS BUSINESS AND ALL OTHERS WHICH ARE ORIENTATED
TO COMPLY WITH THE OBLIGATIONS, OR TO EXERCISE THE RIGHTS WHICH ARE LEGALLY OR CONVENTIONALLY DERIVED FROM THE EXISTANCE OR DEVELOPMENT
OF THE ACTIVITIES OF THE PARTNERSHIP. 28. TO DEVELOP ALL LEGAL ACTIVITY OF A CIVIL OR COMMERCIAL NATURE DETERMINED BY THE SHAREHOLDERS
MEETING, WITH EXPRESS AND WRITTEN AUTHORIZATION AND WITH A UNANIMOUS AND FAVORABLE VOTE OF ALL THE SHAREHOLDERS. THE PARTNERSHIP
MAY NOT, IN ANY CASE, WARANTEE OR GRANT SUPPORTS OR WARANTEES IN RELATION TO OBLIGATIONS OR LEGAL ACTIONS OF THIRD PARTIES, NEITHER
THE ACTIVITIES PERTAINING TO THE SHAREHOLDERS WITHOUT EXPRESS AND WRITTEN AUTHORIZATION WITH THE FAVORABLE AND UNANIMOUS VOTE OF
THE SHAREHOLDERS MEETING.











Annex 3



CERTIFIES:

CAPITAL:

** AUTHORIZED CAPITAL **



|VALUE         | : $12,000,000,000.00
|------------- | --------------------
|No. OF SHARES | : 12,000,000.00     
|NOMINAL VALUE | : $1,000.00         



** REGISTERED CAPITAL **

|VALUE         | : $11,033,147,000.00
|------------- | --------------------
|No. OF SHARES | : 11,033,147.00     
|NOMINAL VALUE | : 1,000.00          



** PAID CAPITAL **

|VALUE         | : $11,033,147,000.00
|------------- | --------------------
|No. OF SHARES | : 11,033,147.00     
|NOMINAL VALUE | : 1,000.00          
|CERTIFIES:    |                     



THAT ACT No. 005 OF THE SHAREHOLDERS MEETING
OF DECEMBER 27, 2010, REGISTERED ON DECEMBER 30, 2010, UNDER THE NUMBER 01441723 OF BOOK IX, NAMED:

|NAME |  | IDENTIFICATION
|---- |  | --------------

GENERAL MANAGER

|CARLSON DANIEL FREDERICK | P.P. | 000000426636630
|------------------------ | ---- | ---------------

GENERAL MANAGER

|SOTO VASQUEZ CARLOS JULIO | C.C. | 000000070045125
|------------------------- | ---- | ---------------

THAT ACT No. 009 OF THE SHAREHOLDERS
MEETING OF APRIL 12, 2011, REGISTERED ON APRIL 13, 2011, UNDER THE NUMBER 01470428 OF BOOK IX, NAMED:



|NAME |  | IDENTIFICATION
|---- |  | --------------

SUBSTITUTE MANAGER

|FLORES JAMES ALBERT | C.E. | 000000040040220
|------------------- | ---- | ---------------

CERTIFIES:

FACULTIES OF THE LEGAL REPRESENTATIVE:
THE GENERAL MANAGER AND THE SUBSTITUTE MANAGER WILL BE THE LEGAL REPRESENTATIVES OF THE PARTNERSHIP AND EXERCISE DIRECTLY THE
ADMINISTRATION OF THE SAME. AS SUCH, THEIR CORRESPONDING FUNCTIONS ARE AS FOLLOWS: 10.4.1. TO EXECUTE THE DECISIONS OF THE GENERAL
MEETING OF SHAREHOLDERS AND ABIDE AND COMPLY WITH ITS INSTRUCTIONS. 10.4.2. TO ESTABLISH THE POLICIES OF THE PARTNERSHIP REGARDING
THE DIFFERENT NATURE OF ITS ACTIVITY, ESPECIALLY IN FINANCIAL, ECONOMIC MATTERS, DEVELOPMENT OF PROJECTS AND LABOR ASPECTS; APPROVING
INVESTMENT PLANS AND DICTATING REGULATIONS FOR THE ORGANIZATION AND FUNCTIONING OF THE DEPARTMENTS OF THE PARTNERSHIP. 10.4.3.
ORGANIZE THE INTERNAL CONTROL OF THE PARTNERSHIP AND ASSURE THAT THE COLLECTION, INVESTMENT AND THE DISPOSITION OF FUNDS WILL
BE ADEQUATELY CARRIED OUT. 10.4.4. APPROVE AND CREATE THE JOBS WHICH ARE NECESSARY FOR THE EFFICIENT RUNNING OF THE PARTNERSHIP,
NAME AND REMOVE THE EMPLOYEES WHOSE APPOINTMENTS AND REMOVALS DO NOT CORRESPOND TO THE MEETING, AND DETERMINE THE CORRESPONDING
RENUMERATIONS. 10.4.5. CONVENE THE SHAREHOLDERS TO THEIR GENERAL MEETING, OR TO EXTRAORDINARY MEETINGS, WHEN IT IS DEEMED CONVENIENT
AND CONFORMS TO THESE STATUTES AND THE LAW. 10.4.6. IMPART TO THE EMPLOYEES AND EXECUTIVES OF THE PARTNERSHIP THE INSTRUCTIONS,
ORIENTATIONS AND ORDERS WHICH MAY BE DEEMED CONVENIENT. 10.4.7. PRESENT TO THE GENERAL MEETING THE REPORTS WHICH ARE CONSIDERED
PERTINENT AND THOSE REQUIRED IN THE PRESENT STATUTES AND IN THE LAW. 10.4.8. TO DETERMINE THE SHARE OF CAPITAL TO BE PUT INTO
SPECIAL FUNDS. 10.4.9. EXAMINE WHEN IT IS CONSIDERED SUITABLE TO EXAMINE, THE ACCOUNTS, DOCUMENTS, FACTORIES, PLANTS, INSTALLATIONS,
DEPOSITS AND CASH OF THE COMPANY. 10.4.10. TO PRESENT TO THE GENERAL MEETING OF SHAREHOLDERS THE FINANCIAL STATEMENTS OF THE CORRESPONDING
SOCIAL EXERCISE, TOGETHER WITH A PROJECT OF SPECIAL RESERVES, PROJECT OF DISTRIBUTION OF PROFITS, AND THE MANAGEMENT REPORT AND
FURTHER REPORTS DEMANDED BY THE LAW. 10.4.11. SIGN THE CONTRACTS AND EXECUTE THE NECESSARY OR CONVENIENT ACTS FOR THE DEVELOPMENT
OF THE CORPORATE OBJECTIVE, FOR THIS PURPOSE ANY ONE OF THE MANAGERS WILL BE ENTITLED TO ENTER INTO CONTRACTS UP TO THE SUM EQUIVALENT
TO 187 LEGAL MONTHLY MINIMUM SALARIES IN FORCE FOR EACH ACTION OR CONTRACT; FOR CONTRACTS WHICH EXCEED SUCH VALUE THE SIGNATURE
OF TWO OF THE THREE MAIN MANAGERS OF THE PARTNERSHIP WILL BE REQUIRED OR BY THE SUBSTITUTE IN THE ABSENSE OF ANY OF THEM. 10.4.12.
CONSTITUTE THE LEGAL OR EXTRAJUDICIAL POWER OF ATTORNEY WHICH IS DEEMED NECESSARY OR CONVENIENT FOR THE ADEQUATE REPRESENTATION
OF THE PARTNERSHIP AND TO DELEGATE TO THEM THE FACULTIES AND POWERS WHICH ARE DEEMED PERTINENT, WITH THE LIMITATIONS WHICH ARE
THE MATTER OF THIS CURRENT STATUTE. 10.4.13. REPRESENT THE PARTNERSHIP BEFORE THE SHAREHOLDERS, BEFORE THIRD PARTIES AND BEFORE
ALL TYPES OF ADMINISTRATIVE, JURISDICTIONAL AUTHORITIES. 10.4.14. EXECUTE ALL ACTIONS OR OPERATIONS CORRESPONDING TO THE CORPORATE
OBJECTIVE IN ACCORDANCE WITH ALL REVIEWED IN THE LAW AND CURRENT STATUTES. 10.4.15. AUTHORIZE BY SIGNATURE ALL THE PRIVATE AND
PUBLIC DOCUMENTS WHICH MUST BE GRANTED DURING THE DEVELOPMENT OF THE SOCIAL ACTIVITIES OR WHICH ARE IN THE INTERESTS OF THE PARTNERSHIP,
WITH THE LIMITATIONS REVIEWED IN THESE STATUTES. 10.4.16. TAKE ALL MEASURES WHICH ARE REQUIRED FOR THE CONSERVATION OF THE SOCIAL
ASSETS, SURVEILLING THE ACTIVITY OF THE ADMINISTRATIVE EMPLOYEES OF THE PARTNERSHIP AND IMPART THE ORDERS AND INSTRUCTIONS WHICH
DEMAND THE EFFICIENT RUNNING OF THE COMPANY. 10.4.17. COMPLY WITH THE ORDERS AND INSTRUCTIONS IMPARTED BY THE GENERAL MEETING
AND IN PARTICULAR, REQUEST THE AUTHORIZATION FOR THE BUSINESS THAT THE GENERAL MEETING HAS PREVIOUSLY APPROVED, IN ACCORDANCE
WITH THE CORRESPONDING REGULATION OF THE CURRENT STATUTES. 10.4.18. PROMPTLY COMPLY OR ENFORCE COMPLIANCE WITH ALL THE REQUIREMENTS
OR LEGAL DEMANDS RELATED TO THE FUNCTIONING AND ACTIVITIES OF THE PARTNERSHIP. 10.4.19. ALL OTHERS DEMANDED BY THE LAW AND CURRENT
STATUTES.











Annex 3



PARAGRAPH: ANY DOUBT OR CLASH REGARDING
THE FUNCTIONS OR POWERS OF THE MANAGER AND THE GENERAL MEETING WILL BE RESOLVED FAVORING THE SHAREHOLDERS MEETING.

CERTIFIES:

** FISCAL AUDITOR **

THAT ACT No. 06 OF THE SHAREHOLDERS
MEETING OF FEBRUARY 14, 2011, REGISTERED ON FEBRUARY 18, 2010, UNDER THE NUMBER 01454400 OF BOOK IX, NAMED:

|NAME |  | IDENTIFICATION
|---- |  | --------------

FISCAL AUDITING LEGAL ENTITY

|MCA MORISON ACCOUNTING LTDA | N.I.T. | 000008300550309
|--------------------------- | ------ | ---------------

THAT PRIVATE DOCUMENT No. OF THE
FISCAL AUDITOR OF SEPTEMBER 28, 2011, REGISTERED ON OCTOBER 7, 2011, UNDER THE NUMBER 01518662 OF BOOK IX, NAMED:

|NAME |  | IDENTIFICATION
|---- |  | --------------

MAIN FISCAL AUDITOR

|MOLANO RODRIGUEZ CARLOS AUGUSTO | C.C. | 000000019190530
|------------------------------- | ---- | ---------------

THAT PRIVATE DOCUMENT No. OF THE
FISCAL AUDITOR OF FEBRUARY 14, 2011, REGISTERED ON FEBRUARY 18, 2011, UNDER THE NUMBER 01454409 OF BOOK IX, NAMED:

|NAME |  | IDENTIFICATION
|---- |  | --------------

SUBSTITUTE FISCAL AUDITOR

|GARCIA RIOS ANGELA VIVIANA | C.C. | 000000041950023
|-------------------------- | ---- | ---------------

CERTIFIES:

IN ACCORDANCE WITH WHAT IS ESTABLISHED
BY LAW 962 OF 2005, THE ACTIONS OF REGISTRATION HEREIN CERTIFIED REMAIN IN FORCE FOR FIVE (5) WORKING DAYS AFTER THE DATE OF REGISTRATION,
PROVIDED THEY ARE NOT SUBJECT TO RESOURCES IN THE GOVERNMENT.



*** THE CURRENT CERTIFICATE DOES NO CONSTITUTE
PERMISSION OF OPERATION IN ANY CASE ***

















Annex 4



CONCESSION CONTRACT FOR THE EXPLORATION
– EXPLOITATION OF THE MINERAL COAL DEPOSIT FFB-081 SIGNED BETWEEN THE COLOMBIAN INSTITUTE OF MINING AND GEOLOGY (INGEOMINAS)
AND JULIO CESAR ARDILA CARO.



Between the undersigned, THE COLOMBIAN
INSTITUTE OF GEOLOGY AND MINING (INGEOMINAS), a public institution of National Nature, with legal representation, administrative
autonomy and independence, attached to the Ministry of Mines and Energy which in this legal action is represented by its Mining
Service Director, Mrs. MARTA URIBE LONDONO identified with the citizens cédula number 43.666.576 of Bello-Antioquia
duly entitled to enter into this contract in accordance with the Decree Number 252 of 2004, the Resolution number 18 0074 of January
27, 2004, issued by the Ministry of Mines and Energy in Resolution number D 141 of May 31, 2006, issued by INGEOMINAS, hereinafter
referred to as THE CONCEDENT on one part, and on the other part Mr. JULIO CESAR ARDILA CARO, identified with the
citizens cédula number 19.309.089 issued in Bogota D.C., hereinafter referred to as THE CONCESSIONAIRE, agreed to
sign a concession contract based on the competence granted to the concedent in Article 317 of the Mining Code – Law 685 of
2001 and by Resolution number 18 0074 of January 27, 2004, through which some functions ofINGEOMINAS were delegated, which
will be governed by the following clauses: FIRST CLAUSE: Objective: The present contract has the objective
of the realization on the part of THE CONCESSIONAIRE of a project of technical exploration and economic exploitation of a MINERAL
COAL deposit in the total area described in the second clause of this contract, as well as those associated or intimately linked
or which will be sub-products of the exploitation. THE CONCESSIONAIRE will have free availability of the minerals which
are the object of the concession contract which will be extracted in the future, in compliance with the Work and Labor Program
approved by THE CONCEDENT. The minerals In Situ belong to the Colombian Government; and once extracted, will belong
to THE CONCESSIONAIRE.PARAGRAPH: Addition to the Objective of the Concession: When via the works of
exploration and exploitation minerals which differ to those which are the object of the current contract are discovered and which
are not found in the circumstances appointed for in Article 61 of the Mining Code, THE CONCESSIONAIRE may request that its
concession is extended to such mentioned minerals without the need for further proceedings or formalities other than the issue
of an additional legal document which will be noted in the National Mining Register. This addition will not modify or extend the
terms established in the original contract and if this takes place THE CONCESSIONAIRE, will request the corresponding expansion
or modification of the Environmental License which will cover the minerals which are the subject of the addition, in the case of
environmental impact of the same, differ from the impact of the original exploitation. SECOND CLAUSE: Area of the Contract:
The object area of the current contract encompasses the following boundaries, defined by the points, direction, distances and coordinates:











Annex 4



|DESCRIPTION OF THE P.A.   | CONFLUENCE OF THE CHUVARIQUE RAVINE WITH THE OCALAYA RAVINE, ON THE SOUTHWEST SIDE OF THE MUNICIPALITY OF BOAVITA
|------------------------- | -----------------------------------------------------------------------------------------------------------------
|                          |                                                                                                                  
|IGAC. LEVEL OF THE P.A. : | 152                                                                                                              
|                          |                                                                                                                  
|MUNICIPALITY:             | LA UVITA (BOYACA), BOAVITA (BOYACA)                                                                              
|                          |                                                                                                                  
|TOTAL AREA:               | 1550 HECTARES DISTRIBUTED IN 1 ZONE                                                                              



BOUNDARIES OF ZONE NO. 1



|INITIAL POINT |  | FINAL POINT |    |  | DIRECTION |  |            | DISTANCE |  |  | INICTIAL NORTHERN COORDINATE |  |  | INITIAL EASTERN COORDINATE |            
|------------- |  | ----------- | -- |  | --------- |  | ---------- | -------- |  |  | ---------------------------- |  |  | -------------------------- | -----------
|P.A.          |  |             | 1  |  |           |  | S32-16-32E |          |  |  | 561.81                       |  |  |                            | 1190975.000
|1             |  |             | 2  |  |           |  | S00-00-00E |          |  |  | 500.00                       |  |  |                            | 1190500.000
|2             |  |             | 3  |  |           |  | N90-00-00W |          |  |  | 1300.00                      |  |  |                            | 1190000.000
|3             |  |             | 4  |  |           |  | S09-55-34W |          |  |  | 4060.79                      |  |  |                            | 1190000.000
|4             |  |             | 5  |  |           |  | N90-00-00W |          |  |  | 300.00                       |  |  |                            | 1186000.000
|5             |  |             | 6  |  |           |  | S00-00-00E |          |  |  | 3000.00                      |  |  |                            | 1186000.000
|6             |  |             | 7  |  |           |  | N90-00-00W |          |  |  | 700.00                       |  |  |                            | 1183000.000
|7             |  |             | 8  |  |           |  | S00-00-00E |          |  |  | 1000.00                      |  |  |                            | 1183000.000
|8             |  |             | 9  |  |           |  | N90-00-00E |          |  |  | 1000.00                      |  |  |                            | 1182000.000
|9             |  |             | 10 |  |           |  | N18-26-06E |          |  |  | 3162.28                      |  |  |                            | 1182000.000
|10            |  |             | 11 |  |           |  | N36-52-12E |          |  |  | 2500.00                      |  |  |                            | 1185000.000
|11            |  |             | 12 |  |           |  | N90-00-00E |          |  |  | 500.00                       |  |  |                            | 1187000.000
|12            |  |             | 13 |  |           |  | N00-00-00E |          |  |  | 2000.00                      |  |  |                            | 1187000.000
|13            |  |             | 14 |  |           |  | N26-33-54E |          |  |  | 1118.03                      |  |  |                            | 1189000.000
|14            |  |             | 15 |  |           |  | N00-00-00E |          |  |  | 500.00                       |  |  |                            | 1190000.000
|15            |  |             | 1  |  |           |  | N90-00-00W |          |  |  | 1500.00                      |  |  |                            | 1190500.000











Annex 4



The total area previously described is
located in the jurisdiction of the municipality of BOAVITA y LA UVITA, Department of BOYACA, and encompasses a total
surface extension of 1550 HECTARES, DISTRIBUTED IN ONE (1) ZONE, which is graphically represented in the topographic plan
which is Annex number 1 of this contract and is part of the same. It is understood that the area is given as a real property; consequently
THE CONCESSIONAIRE will not have the right of any reclamation in the event that the extension between the boundaries previously
indicated is higher or less than the extension enunciated or calculated in this contract. THE CONCEDENT does not commit
with THE CONCESSIONAIRE to any obligation of compensation for eviction or latent defects in the contracted area. When the
period of exploration ends THE CONCESSIONAIRE should present the definitive delimitation of the zone of the contracted area
which will be bound to the work and labor of exploitation, as well as the strictly necessary work for the benefit, internal transportation,
support services and work of an environmental nature, for this purpose the value, location and calculation of existing reserves
should be taken into account as well as the production expected in the Work and Labor Program. With the opportunity of this delimitation
THE CONCESSIONAIRE is obliged to return in continuous and discontinuous lots the parts of the area which will not be occupied
by the mentioned work and labor. The area retained should be constituted by a continuous extension, which will be registered in
the National Mining Register. In all cases it will not be permitted to retain areas which are not economically exploitable. THIRD
CLAUSE: Value of the Contract: The current contract at the moment of signing is of an undetermined value. For
tax purposes its value will be defined with each payment or installment determined upon consideration in favor of the Government,
in accordance with the sixth clause. FOURTH CLAUSE: Duration of the Contract and Stages: The current contract
will have a total duration of THIRTY (30) YEARS, counting from the date of its registration in the National Mining Register,
and for each stage as follows: a) Term for Exploration: Three (3) years counting from the registration in the National Mining
Register to perform the technical exploration of the contracted area, which may be a shorter term if requested, keeping to the
Terms of Reference for exploration work and the Work and Labor Program, adopted by the Ministry of Mines and Energy in Resolution
number 18 0859 of 2002, and Mining Environmental Guidelines adopted by the Ministries and Mines and Energy, Environment, Housing
and Territorial Development in Resolution No. 18 0861 of 2002, which constitutes Annex 2 of this contract. Such stage may be extended
for two (2) years with the purpose of completing or adding the studies and work directed to establishing the existence of the conceded
minerals and the technical and economic feasibility of exploiting them. The extension must be requested no less than three (3)
months in advance of the expiration of the period established. b) Term for Construction and Assembly: Three (3) years for
the construction and installation of the infrastructure and the assembly needed for the exploitation work, this time will begin
to run once the period of exploration is definitively completed. This stage may be extended for one (1) year as long as is it requested
in advance no less than three (3) months from the expiration of this period. c) Term for Exploitation: The remaining time,
initially, TWENTY FOUR (24) YEARS, or whichever results in accordance with the effective duration of the two previous stages
along with their extensions. Before the period of exploitation expires, THE CONCESSIONAIRE may solicit an extension of the
contract of up to thirty (30) years which will be expanded upon via a legal document signed by the parties; which will be registered
in the National Mining Register. In order to access the extension they will have had to comply with the obligations corresponding
to the initial contract and all the sanctions imposed, up to the date of the previous request, must have been paid. PARAGRAPH
1: So that the request of the extension of the period established in the current clause may be authorized, THE CONCESSIONAIREmust have complied with the corresponding obligations and should have paid all sanctions imposed up to the date of the request.
PARAGRAPH 2: THE CONCESSIONAIRE will also have preference to contract the same area again, and continue with the
work of exploitation without suspension of the same while the new contract is improved, and may offer the substitution of the obligation
of reverting goods to the Government as a payment of a sum equivalent to the value of such goods. FIFTH CLAUSE: Environmental
Authorizations: The environmental management is included as an obligation of the concession contract. For the exploration
stage the work should be executed in accordance with the Mining and Environmental guidelines adopted by the Ministry of Mines and
Energy, Ministry of Environment and Housing and Territorial Development which constitute Annex 2 of this contract. For the stages
of construction, assembly and exploitation, benefit and for the additional labor of exploration during the exploitation stage,
they should have the administrative act executed and in force, whereby the competent environmental authority has granted the Environmental
License as well as the permits and concessions for their usage and resource management of the natural resources, if that is the
case. SIXTH CLAUSE: Obligations of the CONCESSIONAIRE: The obligations of THE CONCESSIONAIRE in the
development of the current contract are: 6.1. The execution of the labors of exploration should comply with the Terms of Reference
For Exploration and the Work and Labor Program adopted by the Ministry of Mines and Energy via Resolution number 18 0859 of 2002
and the Mining Environmental Guidelines adopted by the Ministry of Mines and Energy and the Ministry of Environment, Housing and
Territorial Development through Resolution number 18 0861 of 2002, which constitute Annex 2 of the current contract. 6.2. To execute
the Labor and Work Program of construction, assembly and exploitation stages, THE CONCESSIONAIRE should present an administrative
act executed and in force whereby the competent authority has granted the Environmental License. 6.3. THE CONCESSIONAIREin
advance, in not less than thirty (30) days from the expiration date of the exploration stage should present the Work and Labor
Program to be developed in the total area of the contract during the stages of construction, assembly and exploitation, according
to Article 84 of the Mining Code and the terms of reference adopted by the Ministry of Mines and Energy via Resolution number 18
0859 of 2002, which constitute Annex 2 of this contract. 6.4. Once the Work and Labor Program is approved it will become Annex
3 and THE CONCESSIONAIREwill be bound to it, in its work during the stages of construction, assembly and exploitation.
6.5. THE CONCESSIONAIRE for the effects of the devolution of the zone, may request a reasonable term which may not be longer
than two (2) years which will authorize the retention of continuous zones of the contracted area, with the purpose of continuing
technical exploration work which should be included in the Environmental License. 6.6. If THE CONCESSIONAIRE decides to
place these retained zones in exploitation they should incorporate them into the Work and Labor Program and request the modification
of the respective environmental license, if this happens to be the case. Otherwise, if THE CONCESSIONAIRE decides not to
place the retained zones in exploitation, they should return them in accordance with the proceeding established in the Mining Code.
6.7. Once the exploration is completed, the Work and Labor Program is approved and the Environmental License is granted, the construction
and assembly stage will begin during which THE CONCESSIONAIREmust comply with the activities in the Work and Labor Program
established for this stage. 6.8. The construction, installation and mining assemblies should have the characteristics, dimensions
and qualities appointed in the approved Work and Labor Program. However, THE CONCESSIONAIRE may make the changes and additions
which may be necessary during its execution. THE CONCEDENT and the environmental authority should be previously informed
of such changes and additions. 6.9. During the construction and assembly stage THE CONCESSIONAIRE may initiate the exploitation
of the contracted area earlier without harming the opportunity of having promptly established the work and definitive installations,
as long as they have presented the Work and Labor Program to THE CONCEDENT in advance, which will be part of Annex 3 of
the current contract, along with a brief description of the assembly to be used, and have informed THE CONCEDENT regarding
the start of the referred early exploitation. The early exploitation will be subjected to the same conditions, obligations and
rights as the Exploitation Stage. 6.10. Once the construction and assembly stage is completed the exploitation stage will begin,
whereby THE CONCESSIONAIRE will develop the work reviewed in the Work and Labor Program approved by THE CONCEDENT
for such stage. 6.11. In the execution of the exploitation work, THE CONCESSIONAIRE should adopt and maintain the measures,
availability of personnel and the material resources needed to preserve the life and integrity of the persons linked to it as well
as any third parties, in accordance with the regulation in force regarding safety, hygiene and occupational health. 6.12. During
the exploitation stage updated registries and inventories must be maintained regarding the pithead production and the storage areas,
to establish at all times the volumes of the crude minerals and the minerals delivered to the processing plants and, given the
case, the transformation plants. These registers and inventories should be presented quarterly to the National System of Mining
Information. For this effect, the mining concessionaire should process and supply them to the Mining Authority with the periodicity
indicated by the same, the Basic Mining Format adopted by the Ministry of Mines and Energy via Resolution number 18 1515 of 2002,
or any other act which amend it. 6.13. THE CONCESSIONAIRE is bound to put into practice the regulations, methods and technical
proceedings which are applicable to mining exploitation, and must avoid damage to the exploited or removed materials or the deterioration
or sterilization of the in situ reserves which are susceptible to eventually being exploited. 6.14. THE CONCESSIONAIRE
should pay the minimum royalties which are the subject of Article 16, Law 141 of 1994 amended by Article 16 of Law 756 of 2002.
Likewise, THE CONCESSIONAIRE is obliged to pay taxes or fees of a National, Departmental or Municipal nature derived from
the activity being realized as long as those are applicable. PARAGRAPH: The amount of the royalties and the system to liquidate
and readjust them will be those in force at the date of the signing of the concession contract, and will be applied for as long
as it is valid. 6.15. THE CONCESSIONAIRE is bound to pay surface easement rights to THE CONCEDENT during the stages
of exploration, construction and assembly as, a sum equivalent to one day of minimum daily salary per contracted hectare and per
year. This payment will be made annually from the date of binding of the contract. SEVENTH CLAUSE: Business Autonomy:
In the execution of the studies, labor and work of exploration, assembly, construction and exploitation, benefit and transformation,
THE CONCESSIONAIRE will have full technical, industrial, economic and commercial autonomy. Therefore, they may choose the
nature, form and order for the application of the systems and processes and freely determine the location, movements and usage
opportunity, personnel availability, equipment, installations and work as long as they warrantee the rational usage of the mining
resources and the preservation of the environment without causing harm to the inspection and supervision of THE CONCEDENT.
EIGHTH CLAUSE: Personnel of the CONCESSIONAIRE: The personnel that THE CONCESSIONAIRE employs in the execution
of the current contract will be freely chosen and fired, in compliance with and in the event of the disposition of Articles 128,
251, 253 and 254 of the Mining Code, being responsible for salaries, benefits and compensations corresponding to the law, under
the understanding that none of such obligations correspond to the Mining Authority. Consequently THE CONCESSIONAIRE must
respond to all kinds of processes, legal suits, reclamations and expenses which may be incurred or caused by its labor relations.
NINTH CLAUSE: Responsibilities: 9.1. Of THE CONCEDENT: In no case will THE CONCEDENTbe responsible
for obligations of any nature which are acquired by THE CONCESSIONAIRE with third parties in the development of the current
contract. 9.2. Responsibility of THE CONCESSIONAIRE: 9.2.1. THE CONCESSIONAIRE will be responsible before THE
CONCEDENT for all the work to be developed in the contracted area. Furthermore, they will respond for any damage caused to
third parties or to THE CONCEDENT during the development of the same, regarding third parties, such responsibility will
be established in the manner and degree reviewed by the civil and ordinary commercial dispositions of Article 87. 9.2.2. THE
CONCESSIONAIRE will be considered as an independent contractor for the purposes of all civil, commercial and work contracts
to be signed due to its studies, work and labor of exploration and exploitation (Article 57). TENTH CLAUSE: Disputes:
Disputes of an exclusively technical nature which arise between THE CONCESSIONAIRE and THE CONCEDENT which may not
be solved in an amicable manner will be submitted for their resolution to a Technical Arbitration review by the law. Disputes of
a legal or economic nature will be submitted to the knowledge and decision of the judicial branch of the Colombian public power.
In the case of disagreement regarding the technical, judicial and economic quality of the dispute, those will be considered legal.
ELEVENTH CLAUSE: Assignment and Taxes: The assignment of the rights which emanate from this contract will require
prior written notification to THE CONCEDENT. The assignment which is the subject of this clause may not be submitted by
the parties to any terms or conditions since it is related to the Government. a) If the assignment is to be total, the assignee
shall be subrogated in all obligations emerging from the contract, even those contracted before the assignment and which are currently
pending for compliance. b) Partial assignment, the partial assignment of the rights emanating from the contract may be made
in quotes or percentages of such mentioned rights. In this case, assigner and assignee will be jointly liable for the contracted
obligations. c) Assignment of areas may be an assignment of areas of the rights emanating from the concession contract via
the material division of the area solicited or covered by the same. This kind of assignment will give rise to a new contract with
the assignee, which will be improved with the registration of the assignment documents in the National Mining Register. Taxes:
The right of exploring and exploiting mines owned by the Government may be taxed or given in warrantee of obligations, under the
conditions and modalities established in Chapter XXIII of the Mining Code. TWELVETH CLAUSE: Mining – Environmental
Policy: Within ten (10) days following the date of the signing of the mining concession contract, THE CONCESSIONAIRE
should constitute an insurance policy which will cover the compliance of the environmental and mining obligations, the payment
of fines and expirations. The insured value will be calculated based on the following criteria: a) For the exploration stage,
five (5%) percent of the annual value of the amount of investment foreseen in exploration for the respective annual payment, based
on what was established by THE CONCESSIONAIRE in Number 9 of their proposal. b) For the construction and assembly stage,
five (5%) percent of the annual investment of mentioned concept, based on what was established in the Work and Labor Program approved
for said stage. c) For the exploitation stage, equivalent to ten (10%) percent of the result of multiplying the estimated
annual production volume of the mineral object of the concession based on what was established in the Work and Labor Program approved
by said stage, by the pithead price of the referred mineral annually fixed by the Government. The policy matter of this clause
should be approved by THE CONCEDENT and should be kept valid during the life of the concession, its extensions and for three
(3) additional years. In the event that the policy becomes effective, the obligation of replacing such mentioned warrantee will
prevail. THIRTEENTH CLAUSE: Inspection: The mining authority will inspect at any moment and in any form they may
deem convenient the work performed by THE CONCESSIONAIRE in pursuit of reaching due compliance of the current contract.
FOURTEENTH CLAUSE: Surveillance and Supervision: the mining authority directly or via their duly authorized auditors
will enforce the supervision and surveillance in the manner and conditions relating to the execution of the concession contract
both regarding technical aspects such as the mining hygiene and safety as well as operative and environmental aspects without affecting
the power that the Environmental Authority and its duly authorized auditors have to exercise the same vigilance at any time, manner
and opportunity. FIFTEENTH CLAUSE: Fines: In case of non-compliance of any obligations on the part of THE CONCESSIONAIRE,
as a prior requirement, THE CONCEDENT may administratively impose consecutive fines of up to thirty (30) legally valid minimum
monthly salaries each time and for each case of infraction of the obligations emanating from the current contract, provided that
they be grounds for revocation or that THE CONCEDENT abstains to declare such for reasons of public interest expressively
stated. Each fine should be paid by THE CONCESSIONAIRE within the term of ten (10) working days counting from the date when
the ruling imposed was executed. If THE CONCESSIONAIREdoes not promptly pay the fines which are the subject matter of this
clause, THE CONCEDENT will make them effective by charging them under the compliance policy without prejudice of declaring
expiration. In the case of contraventions of the environmental dispositions the Environmental Authority will apply the sanctions
reviewed in the environmental regulations in force. SIXTEENTH CLAUSE: Termination: This concession may be terminated
due to the following cases: 16.1. By resignation of THE CONCESSIONAIRE as long as they are Free and Clear regarding the
compliance of the obligation emanating from the concession contract. 16.2. Via mutual agreement. 16.3. For expiration of the term
of duration. 16.4. By death of THE CONCESSIONAIRE, and 16.5. For reason of expiration. PARAGRAPH: In case of termination
by death of THE CONCESSIONAIRE, this cause will be made effective if within the two (2) years following the passing, the
heirs do not ask to subrogate the rights arising from the concession, in compliance with Article 111 of the Mining Code. SEVENTEENTH
CLAUSE: Expiration: THE CONCEDENT may, via a motivated ruling, declare the administrative expiration of the current
contract in the following cases: 17.1. The dissolution of THE CONCESSIONAIRE as a legal entity, unless in the cases of merger,
or takeover; 17.2. Financial inability which impedes compliance with the contractual obligations and it is presumed that compulsory
liquidation proceedings have been initiated against THE CONCESSIONAIRE in accordance with the law; 17.3. The non-performance
of the Work and Labor within the terms established in this contract and in the Mining Code or its unauthorized suspension for more
than six (6) consecutive months; 17.4. Failure to comply with economic considerations in a total and timely fashion; 17.5: The
omission of previous notification to the authority to carry out the total or partial assignment of the contract or the area of
the contract. 17.6. Failure to pay any fines imposed or for failure of repositioning of the insurances which supports them; 17.7.
Serious repeated non-compliance of the technical regulations regarding the exploration and exploitation, hygiene, labor and mining
safety or the revocation of the environmental authorization needed for its work and labor due to non-compliance imputable to the
concessionaire; 17.8. Violation of the regulations regarding zones which are restricted and excluded for mining use. 17.9. Serious
and repeated non-compliance of any of the other obligations arising from this concession contract; and 17.10. When declaring a
source of minerals exploited at a place different from that of its extraction causing the economic considerations to be destined
for a municipality which differs from its origin. EIGHTEENTH CLAUSE: Procedure for Expiration: The expiration of
the contract, in corresponding cases, will be declared by THE CONCEDENT prior to the resolution of proceedings whereby the
causes incurred by THE CONCESSIONAIRE are stated in a specific and concrete manner. In the same ruling, a term no longer
than thirty (30) day will be fixed to correct the faults being imputed or to formulate its defense, supported by the corresponding
evidence. Once this term has expired the matter will be resolved in a maximum term of ten (10) days. In the case contemplated in
the current clause, THE CONCESSIONAIRE is obliged to comply or warrantee all the obligations of an environmental nature
which are being demanded and also the obligations of conservation and adequate taskforce management as well as easements which
have been established. NINETEENTH CLAUSE: Reversion and Obligations in case of Termination: a) Reversion.In
all cases of contract termination which occur at any time the free reversion of goods in favor of the Government will operate,
this measure is limited to the property and fixed and permanent installations constructed and destined for THE CONCESSIONAIRE
exclusively for the transportation and shipment of the minerals from the contracted area and those which are incorporated to the
deposits and accesses and that may not be extracted without detriment to the same or the taskforce. This reversion will operate
only in cases whereby the characteristics and dimensions of the mentioned goods according to THE CONCEDENT are made suitable
as infrastructure destined for the service of public transportation or shipment or is given for community usage. b) Obligations
in case of termination. THE CONCESSIONAIRE in all cases of contract termination is obliged to comply and warrantee the
obligation of an environmental nature being demanded at the time of effective termination. TWENTIETH CLAUSE: Liquidation:
At the time of termination of the present contract for any reason, the parties will issue a legal document which shall place on
record and in detail the definitive liquidation of the same and the compliance of all obligations of THE CONCESSIONAIRE,
especially the following: 20.1. The receipt on the part of THE CONCEDENT of the area which is the object of the contract
and the mine, indicating the technical, physical and environmental conditions currently encountered. The aforementioned is in accordance
with what is established by the competent environmental authority. 20.2. The evidence on the part of THE CONCESSIONAIRE
of the compliance of all its work obligations or proof of non-compliance; 20.3. The compliance of all the obligations stated in
the Sixth Clause leaving a record of the conditions of compliance and detailing the non-complied obligations, regarding the above,
THE CONCEDENT will take appropriate action. 20.4. The balance of payment of royalties and taxes under their responsibility,
leaving a record of the conditions of compliance and the details of the non-complied obligations, regarding the above, THE CONCEDENT
will take appropriate action. If THE CONCESSIONAIREdoes not appear at the proceedings in which the Legal Document of Liquidation
will be issued, THE CONCEDENT will issue the document and all the corresponding warrantees will be made effective if appropriate.
Failure to appear by THE CONCESSIONAIRE is not on its own a reason to make effective the warrantees. TWENTY FIRST CLAUSE:
Rules of Application: For all the purposes taking place, the current contract, once signed by the parties, is binding.
The contract, its execution, interpretation, termination and liquidation are subjected to the Constitution, laws, decrees, agreements,
resolutions and regulations or to any other disposition arising from the competent Colombian authorities, which in some way have
a bearing on the contractual object. TWENTY SECOND CLAUSE: Contractual Address: For all the purposes derived from
this contract, the contractual address will be the place of its signing. TWENTY THIRD CLAUSE: Applicable Law and Resignation
to Diplomatic Reclamation: The contract and what is stipulated within will be exclusively subjected to Colombian laws and
its judges. THE CONCESSIONAIRE resigns to attempt any diplomatic reclamation by reason of this contract. TWENTY FOURTH
CLAUSE: Signing and Binding. The obligations acquired by THE CONCESSIONAIRE due to this contract produce effects
from its signing. The current contract is considered in force and effect once it is duly registered in the National Mining Register.
TWENTY FIFTH CLAUSE: Annexes: The following are annexes of this contract which are or will be an integral part of
the same:











Annex 4



|Annex No.1 | Topographic Plan                                                                                              
|---------- | --------------------------------------------------------------------------------------------------------------
|           |                                                                                                               
|Annex No.2 | Terms of reference for work of exploration and Work and Labor Program and the Environmental Mining Guidelines.
|           |                                                                                                               
|Annex No.3 | Approved Work and Labor Program.                                                                              
|           |                                                                                                               
|Annex No.4 | Administrative Annexes:                                                                                       



| | · | The Environmental Authorizations
| | - | --------------------------------



| | · | The Environmental Mining Policy
| | - | -------------------------------



| | · | Proof of payment of the Stamp Duty
| | - | ----------------------------------



In witness herein this contract is signed
by the parties in two identical copies in the city of Bogota D.C. on the ____ day of the month of ____, 2006.





|THE CONCEDENT | THE CONCESSIONAIRE
|------------- | ------------------



|MARTA URIBE LONDONO        | JULIO CESAR ARDILA CARO       
|-------------------------- | ------------------------------
|                           |                               
|Director of Mining Service | C.C. 19.309.089 of Bogota D.C.











ANNEX 5A



COLOMBIAN GEOLOGICAL SERVICE

REGIONAL NOBSA WORKGROUP

The Undersigned Coordinator of the Regional
Nobsa Workgroup



CERTIFIES         049



That on the Twenty Seventh (27th) of July 2006, the
Concession Contract No FFB-081 was signed between THE COLOMBIAN INSTITUTE OF GEOLOGY AND MINING –INGEOMINAS- and Mr. JULIO
CESAR ARDILA CARO, for the exploitation of a MINERAL COAL seam, located in the jurisdiction of the Municipalities of BOAVITA and
LA UVITA in the department of BOYACA for a term of thirty (30) years counting from its registration in the National Mining Register.



This title was registered in the National Mining Register on
the Twenty Fourth (24th) of May 2007.



That via Resolution No GTRN – 427 of the Thirty First
(31st) of December 2008, the assignment of one hundred percent (100%) of the rights and obligations that correspond
to Mr. JULIO CESAR ARDILA CARO were declared finalized in favor of the company AMERALEX LTDA. identified with the NIT. 900.102.399-6,
registered in the National Mining Register of the twelfth day (12th) of February 2009.



Likewise, it is stated that the last administrative act is Auto
No GTRN-000301 of the Eighteenth (18th) of May 2012, an act notified during Legal State No 51 of the Eighteenth of May
2012, in which the technical and legal obligations of the mentioned contract were evaluated.



This statement was signed in Nobsa today, the Thirty First (31st)
of May 2012.



JAIME ALBERTO GIL BOTERO

Group Coordinator of the Regional Nobsa
Workgroup











ANNEX 5A



ORDER No 051-2012



REGIONAL NOBSA WORKGROUP



DECLARES THAT:



That to notify the decisions exposed in the following, the current
State is presented in a visible and public place OF THE REGIONAL NOBSA WORKGROUP, being today at 8:00am on the Eighteenth (18th)
of May 2012.



|No. |  | TYPE OF
    PROCEEDING |  | FILE No |  | TITLEHOLDER   |  | FOLDERS |  | DATE       |  | ADMINISTRATIVE
    ACT |  | OBSERVATION                                                                                                                                                                                                                                                                                                                                                                                                             
|--- |  | ---------------------- |  | ------- |  | ------------- |  | ------- |  | ---------- |  | ---------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |                        |  |         |  |               |  |         |  |            |  |                        |  | To approve the policy of compliance No. 300042535, issued
    by the General Insurance Company CONDOR S.A. the Basic Mining Formats corresponding to the first half and year of 2007, 2008,
    2009, 2010 and 2011 and the plans of mining labor of the year 2007, 2008, 2009, 2010 and 2011, for what was exposed in the
    motivating section of the present provision.                                             
|    |  |                        |  |         |  |               |  |         |  |            |  |                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                         
|4   |  | Order                  |  | FFB-081 |  | AMERALEX LTDA |  | 2       |  | 18-05-2012 |  | GTRN-000301            |  | To accept the Resolution No. 1719
    of the fourteenth (14th) of December 2009, executed and finalized, whereby CORPOBOYACA declares the binding of
    the total assignment of the rights and obligations arising from the Environmental License granted to Mr. JULIO CESAR ARDILA,
    in favor of the company AMERICANA DE MINERALES DE EXPORTACION LTDA – AMERALEX, for the reasons exposed in the current
    act.
|    |  |                        |  |         |  |               |  |         |  |            |  |                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |  |                        |  |         |  |               |  |         |  |            |  |                        |  | To Declare the cause of termination to be rectified, contemplated
    in item f) of Article 112 of Law 685 of 2001 and number 17.6 of the tenth clause of the registered contract, meaning, the
    non-payment of the imposed fees and the non-reposition of the guarantees which support them, disclosed via order no.
    GTRN-00210 of the thirteenth (13th) of March 2012.                                         











ANNEX 5A



eighteenth (18th) of May 2012, at 5:00pm, after having
been displayed in public place of the facilities of the REGIONAL NOBSA WORKGROUP, for the legal term, in accordance with what is
established in Article 269 of Law 685 of 2001. All of the above will be recorded in the issue of the notification of the decision
file, indicating the date and the number of the order.



JAIME ALBERTO GIL BOTERO

Group Coordinator of the Regional Nobsa
Workgroup













Annex 5B



Republic of Colombia

Regional Autonomous Corporation of Boyacá

General and Legal Secretary



RESOLUTION



DECEMBER 14, 2009



Through which environmental license is granted



THE GENERAL AND LEGAL SECRETARY OF THE REGIONAL AUTONOMOUS
CORPORATION OF BOYACA, CORPOBOYACA, EXERCISING THE POWERS CONFERRED FOR AGREEMENT 013 OF JULY 20, 2009, AND:



CONSIDERING



That via Decree 0431 of June 4, 2008, this Corporation decided
to admit the application of Environmental License presented by Mr. JULIO CESAR ARDILA CARO, identified with the citizens cédula
No. 19.309.089 issued in Bogotá, for the project of exploitation of a Coal deposit, covered in the sole concession contract
No. FFB-081 of July 27, 2006, entered into with the Colombian Institute of Geology and Mining (INGEOMINAS), in an area located
to the northeast of the Department of Boyacá, with an area of 1,550 Hectares, occupying part of the villages of Ochacá,
Melonal, Cabuyal and Lagunillas, to the south of the Municipalities of Boavita and la Uvita, Boyacá.



That in compliance with the above Mr. JULIO CESAR ARDILA CARO
has handed in a payment receipt for a value of ONE MILLION THREE HUNDRED AND SEVENTY ONE THOUSAND FIVE HUNDRED AND TWO COLOMBIAN
PESOS ($1,371,502 COP) to this corporation, by way of payment for services of environmental evaluation and publication of the administrative
act.



That via Decree No. 01000 of October 8, 2008, CORPOBOYACA required
that Mr. JULIO CESAR ARDILA CARO present complementary information to the environmental impact study which should comply with the
terms of reference of the Corporation.



That via file No. 010098 of November 26, 2008, Mr. JULIO CESAR
ARDILA CARO, presented the required information via Decree No. 01000 of October 8, 2008.



That via Decree No. 0845 of June 8, 2009, the sub-department
of Environmental Management, declared that the required information had been gathered regarding the administrative environmental
proceeding carried out by this Corporation for the project of exploitation of a Coal deposit, covered in the sole concession contract
no. FFB-081 of July 27, 2006, entered into with the Colombian Institute of Geology and Mining (INGEOMINAS), in an area located
to the northeast of the Department of Boyacá, with an area of 1,550 Hectares, occupying part of the villages of Ochacá,
Melonal, Cabuyal and Lagunillas, to the south of the Municipalities of Boavita and la Uvita, Boyacá.











Annex 5B



TECHNICAL CONSIDERATIONS



That the Licenses and Permits Group of the Administrative Sub-Department
of Natural Resources, of this Corporation, evaluated the information presented by the interested parties, from which the definitive
technical concept no. ME-0089/09 of December 3, 2009, was issued, which makes up an integral part of the current document and is
received in its totality and emphasizes the pertinent section as follows:



“(....)



TECHNICAL CONCEPT



| | 1. | From a technical point of view it is recommended to grant the Environmental License to Mr. JULIO CESAR ARDILA CARO, identified
with the citizens cédula no. 19.309.089 of Bogotá who requested an environmental license for the exploitation of
a coal deposit located in the jurisdiction of the municipalities of Boavita and la Uvita, a project to be developed within the
Exploitation License area No. FFB-081 registered with INGEOMINAS.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | The mining titleholder should abstain from carrying out mining work in the pithead referenced within the study named pithead
1 of the OCHACA – TABOR block, which is located in a zone which has an important water supply and in which there exists a
high risk of affecting it as a consequence of the mining work.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | The Environmental License to be granted will have validity equal to the term of the concession contract no. FFB-081 entered
into with the Colombian Institute of Geology and Mining (INGEOMINAS), which in accordance with the mining register has a validity
of up to May 23, 2037.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | The environmental license that is considered in the current concept does not cover any other type of work, activity, or
matter different to the exploitation of the mineral deposit which is the subject of this request.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | The mining titleholder should provide strict compliance to the schedule of activities of the mining project proposed for
the first year formulated in the study and for the rest of the useful life of the mining project and give priority to the observations
performed in the current concept.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | The mining titleholder should annually present to the Regional Autonomous Corporation of Boyacá, “CORPOBOYACA”,
progress reports of the results of the management and implementation of the environmental control measures contemplated in the
Environmental Impact Study within the first three (3) months of each year; the non-compliance of this measure will cause the suspension
of the granted environmental viability.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











Annex 5B



| | 7. | The mining titleholder should take into account all the regulations regarding security and hygiene of the underground mining
work, established in decree 1335 of 1987, issued by the Ministry of Mines and Energy.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 8. | The mining titleholder will be responsible for damages and liability which are derived from non-compliance of the measures
of management contemplated in the Environmental Management Plan and those which may arise during the development of the mining
project.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 9. | The Future Development of the mining activities is subject to the criteria of the environmental territories order, and special
management plans carried out by the National, Departmental and Municipal entities.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10. | The mining titleholder should inform in writing all the obligations established by the Corporation to all the personnel
involved in the project as well as those defined in the Environmental Management Plan.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 11. | The Legal Assessors of the General and Legal Secretary, should sent a copy of the Administrative Act covered by the current
Technical Concept to the Colombian Institute of Geology and Mining (INGEOMINAS) who will carry out the actions that are considered
pertinent. (....) “
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



LEGAL FUNDAMENTALS



That in accordance with Article 8 of the Constitution it is
the obligation of the State and of the people to protect the culture and natural treasures of the Nation.



The Political Constitution of Colombia, in its Article 79, establishes
the right to enjoy a healthy environment. Likewise, it establishes that it is the duty of the State to protect the diversity and
integrity of the environment, to conserve the areas of special ecological importance and promote the education for the accomplishment
of these goals.



Article 58 of the Political Constitution of Colombia establishes
an ecological function inherent to private property and even includes the respect for the right to a healthy environment and the
protection of the same outlined in the recognized international treaties of an ecological matter. (Articles 9, 94 and 226 C.N.)



Likewise, Article 80 `ibidem’ appoints that it
is the responsibility of the State to plan the management and use of natural resources to warrantee the sustainable development,
its preservation, restoration or substitution and taking the necessary measures of prevention and control of the environmental
deterioration factors.



Article 95 `ibidem’, stipulated in Item 8, as a
duty of the citizen to protect the natural and cultural resources of the country and to ensure the conservation of a healthy environment.











Annex 5B



Regarding the purpose of the Environmental Licenses the Plenary
Chamber of the Constitutional Court in sentence C-035 of January 27, 1999, considers:



“The environmental license consists of the
authorization that the environmental authority grants for the execution of work or an activity which may potentially affect renewable
resources or the environment. The license authorizes the holder to work freely, but with certain restrictions during the execution
of the respective work or activity; but in the scope of the actions or omissions that the same may develop is regulated by the
environmental authority in accordance with the needs and conveniences stated at its discretion but rationally considers suitable,
in relation to the prevention, mitigation, correction, compensation and management of the environmental effects or impacts that
the work or activity produces or is susceptible to produce. Therefore, the environmental license has undoubtedly a preventative
and precautionary purpose to the extent that it is aimed at eliminating, or at least to prevent, mitigate or reverse, as much as
possible, with the help of science and techniques, the harmful effects of an activity on the natural resources and environment.”



It is the responsibility of this Corporation to exercise the
function of environmental authority within the area of its jurisdiction, in accordance with what is established in Item 2 of Article
31 of Law 99 of 1993.



That by virtue of Item 9 of Article 31 of Law 99 of 1993, the
REGIONAL AUTONOMOUS CORPORATION OF BOYACA – CORPOBOYACA -, is the competent authority in the jurisdiction which is entitled
to grant concessions, permits, authorizations and environmental licenses required by the Law for the use, exploitation or mobilization
of the renewable natural resources or for the development of activities that may or may not affect the environment; and for the
specific case of activities related to exploration, exploitation, benefit, transport, usage and deposit of the non-renewable natural
resources.



That by virtue of Item 11 of Article 31 of Law 99 of 1993, the
REGIONAL AUTONOMOUS CORPORATION OF BOYACA – CORPOBOYACA -, is the authority in charge of the jurisdiction of exercising the
function of environmental evaluation, control and monitoring of the activities of exploration, exploitation, benefit, transport,
usage and deposit of the non-renewable natural resources, including port activity excluding competence attributed to the Environmental
Ministry, as well as other activities, projects or factors which may or may not generate deterioration of the environment. This
function encompasses the issuing of the respective environmental license. The function matter of this item will be exercised in
accordance with Article 58 of this Law.



Article 49 of Law 99 of 1993, appoints the obligatory nature
of the Environmental License under the following terms: “The execution of works, the establishment of industries or the development
of any activity, that in accordance with the Law and the regulations, may produce serious deterioration to the natural renewable
resources or the environment, or introduce considerable or noticeable modification to the landscape, will require an environmental
license”.



Article 50 of the same Law, establishes that the Environmental
License is understood as the authorization that the competent environmental authority grants for the execution of a work, project
or activity, subject to the compliance of the license beneficiary of the requirements established by the same in relation with
the prevention, mitigation, correction, compensation and management of the environmental effects of the work or authorized activity.











Annex 5B



Article 198 of the Mining Code states that the means and instruments
for establishing and monitoring the mining work in relation to the environment, are those established for the environmental regulations
in force for each stage or phase of the same, knowingly, among others: Environmental Management Plans, Environmental Impact Study,
Environmental License, permits or concessions for the use of renewable natural resources. Environmental Guidelines and authorizations
will be used in cases when such mentioned instruments are demandable.



The Mining Code stipulates in Article 208 that the Environmental
License will have validity from its issue until the definitive expiration of the mining concession, including its extensions. In
the case that the concession is terminated in advance due to expiration, resignation, mutual agreement or execution impossibility,
such mentioned license will also terminate.



Decree 1220 of 2005, entitles the Regional Autonomous Corporations
to grant or decline the environmental licenses of the projects, works or activities, to be executed in the area of its jurisdiction,
likewise, to modify, assign, suspend or revoke and the cessation of the same and exercise control and monitoring of the projects,
works or activities, subject to the environmental license.



That in accordance with the above and with what is established
in Article 31 Item 11 of Law 99 of 1993, this Corporation is the competent environmental authority to evaluate the environmental
studies and decide on the granting or non-granting of the Environmental License requested, which will imply the permits, authorizations
and/or necessary concessions for the development of the project, in accordance with what was established in Article 132 of Decree
2150 of 1995, in keeping with section a) item 1 of Article 9 of Decree 1220 of 2005, amended by Decree 500 of 2006.



Article 3 of Decree 1220 of 2005 appoints the concept and scope
of the Environmental License. “The environmental license, is the authorization granted by the competent environmental authority
for the execution of a project, work or activity, that in accordance with the Law and regulations may produce serious deterioration
of the renewable natural resources or the environment or which may introduce considerable or noticeable modification of the landscape;
the beneficiary of the license is subject to the same and to the compliance of the requirements, terms, conditions and obligations
that the license establishes in relation to the prevention, mitigation, correction, compensation and management of the environmental
effects of the authorized project, work or activity. Any project, work or activity will require more than one environmental license”.



That in accordance with what is establish in Article 20 of Decree
1220 of 2005, the environmental impact study is the main instrument for the decision making regarding the projects, work or activities
which require environmental license and in all cases when environmental licenses require this will be demanded in accordance with
the Law and this regulation.











Annex 5B



That in Agreement 006 of May 6, 2005, of the Board of Directors
of the Regional Autonomous Corporation of Boyacá, CORPOBOYACA, updated via Resolution 0233 of March 27, 2008, that the General
Management of the Regional Autonomous Corporation of Boyacá, CORPOBOYACA, fixed the tariffs for the charge of the services
of evaluation and monitoring of the projects which require environmental license, permits, concessions, authorization and all other
instruments of management and environmental control established in the environmental regulations.



CONSIDERATIONS OF THE CORPORATION



That according to the referred technical concept which evaluated
the presented Environmental Impact Study, this Corporation estimates that the request effected by Mr. JULIO CESAR ARDILA CARO,
meets the requirements stipulated in the terms of reference, as well as the objective and content established in Articles 13 and
20 of Decree 1220 of April 21, 2005, likewise, it considers that it contains relevant and sufficient information regarding the
identification and qualification of the environmental impacts; meets the technical and environmental requirements demanded for
the exploitation of coal and contemplates the prevention, control, management, mitigation, measurement and correction of the environmental
impact generated, which are the reasons why this Corporation considers it appropriate to grant the environmental license requested.



That the Agreement 013 of July 30, 2009, of the Board of Directors
of CORPOBOYACA and Resolution 997 of August 14, 2009, entitles the General and Legal Secretary to issue this administrative act.



That in merit of the above exposed the General and Legal Secretary:



RESOLVES



FIRST ARTICLE:To grant an Environmental License to Mr.
JULIO CESAR ARDILA CARO, identified with the citizens cédula no. 19.309.089, issued in Bogota, for a project of exploitation
of a coal deposit in the jurisdiction of the municipalities of Boavita and la Uvita, a project to be developed within the area
of the Exploitation License No. FFB-081 registered with the Colombian Institute of Geology and Mining (INGEOMINAS).



PARAGRAPH: The mining titleholder should abstain
to carry out mining work in the pithead referenced within the study as pithead 1 of the OCHACA-TABOR block, which is located in
a zone that presents an important water supply which exhibits a high risk of affecting such as a consequence of the development
of the mining work.



SECOND ARTICLE: The titleholder of the Environmental
License should strictly comply with the measures of prevention, mitigation, control, compensation and correction, proposed in the
Environmental Impact Study evaluated by this Corporation.



THIRD ARTICLE: The term of duration of the current Environmental
License will be the same as concession contract no. FFB-081, entered into with the Colombian Institute of Geology and Mining (INGEOMINAS).











Annex 5B



FOURTH ARTICLE:The interested party should give strict
compliance to the schedule of activities of the mining project proposed for the first year, formulated in the plan of environmental
management and for the rest of the useful lifespan of the project.



FIFTH ARTICLE: The future development of the mining
activities is subject to the criteria of mining, land and environmental demarcation and zoning and special management plans which
will be carried out by the National, Departmental and Municipal entities.



SIXTH ARTICLE: In the case of the occurrence of unforeseen
environmental effects during the period of execution of the work, or operation of the project, the beneficiary of the environmental
license should suspend the work and immediately inform this Corporation, so that it may determine and demand the adoption of the
corrective measures that it considers necessary, without harming the measures that the beneficiary should adopt to impede the degradation
of the environment. Any non-compliance of these measures will cause the application of legal sanction in force.



SEVENTH ARTICLE: The titleholder of the environmental
license will be responsible for damages and liabilities derived from any non-compliance of the management measures contemplated
in the Environmental Impact Study and all others which may occur during the development of the mining project, and should also
carry out all the activities required to correct the effects caused.



EIGHTH ARTICLE:The environmental license granted is
subjected to the compliance of the Environmental Impact Study, which compliance and effectiveness may by the subject of periodic
monitoring and control by this Corporation.



NINTH ARTICLE: The Corporation may suspend or revoke
the granted environmental license and carry out the respective sanctioning process against the titleholder of the environmental
license due to the non-compliance of the obligations, conditions and other measures imposed by the current resolution, the Law
and the regulations prior to the exhausting of the proceeding established in Article 31 of Decree 1220 of 2005.



TENTH ARTICLE: The granted environmental license does
not cover the use of any natural renewable resources existing in the area, neither in the capture or the extraction of flora and
fauna specimens.



ELEVENTH ARTICLE: The Environmental License granted via
the current administrative act solely covers the work and activity described in the presented Environmental Impact Study and in
the current resolution. Any modification to the conditions of the Environmental License or the Environmental Impact Study should
exhaust the proceeding established in Article 27, Decree 1220 of 2005. Equally it will solicit and obtain the modification of the
environmental license, when its intent is to use, approve or affect a renewable natural resource or when conditions exist which
differs to those contemplated in the Environmental Impact Study and in the current resolution.



TWELFTH ARTICLE:Inform the mining titleholder that they
should present within the first three (3) months of each year, a progress report of the management results and implementation of
the environmental control measures contemplates in the Environmental Impact Study.











Annex 5B



THIRTEENTH ARTICLE: The titleholder of the environmental
license should inform in writing to all personnel involved in the project, the obligations established by the Corporation as well
as those defined in the Environmental Impact Study.



FORTEENTH ARTICLE: Inform the titleholder of the environmental
license that CORPOBOYACA may perform the monitoring and control of the mining activity and charge the re-liquidation of the rights
which may originate in accordance of Article 006 of 2005.



FIFTEENTH ARTICLE: The mining titleholder should carry
out the pertinent actions regarding the measures related to social management and corporate liabilities during the execution of
the mining project, understood as, restitution for damage to third parties, environmental and social compensation in the area of
influence of the project. Such management is part of the annual environmental compliance reports which should be presented to the
Corporation, and should include the following:



| | a. | Inform the municipality via the Municipal City Hall, the components of the project.
| | -- | -----------------------------------------------------------------------------------



| | b. | Inform the community within the area of influence of the mining project, the environmental impact and control measures.
| | -- | -----------------------------------------------------------------------------------------------------------------------



| | c. | In the event that manual labor jobs are generated, priority will be given to the zone.
| | -- | --------------------------------------------------------------------------------------



| | d. | Attend to and resolve the complaints or reclamations due to affectation and environmental damage, and notify them to CORPOBOYACA.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------



SIXTEENTH ARTICLE: The titleholder of the environmental
license should pay the sum of SIX HUNDRED AND FORTEEN THOUSAND, TWO HUNDRED AND TWENTY SEVEN COLOMBIAN PESOS ($614,227 COP), in
concept of monitoring for the first year, in accordance with what is established in the second Article of Resolution 0233 of March
27, 2008, which modifies the thirteenth Article of Agreement 06 of May 6, 2006, the sum should be paid at the moment of notification
of the current administrative act, to the bank account which the Corporation has for this effect.



SEVENTEENTH ARTICLE:Notify the current Resolution, either
personally or via an edict to the interested party, handing in a copy of the technical concept ME-0059/09 of December 03, 2009,
and public, at its expense, in the official report of this Entity, in accordance to what was established in Resolution 634 of May
26, 2006.



EIGHTEENTH ARTICLE:Remit an integral and legible copy
of the current administrative act to INGEOMINAS and to the Municipal City Halls of la Uvita and Boavita, for their knowledge and
competence.



NINETEENTH ARTICLE:Actionsagainst the current
administrative act may proceed to the recourse of appeal before the General and Legal Secretary of CORPOBOYACA, which may be presented
in writing within five (5) working days following the personal notification and/or from the removal of the edict if that is the
case, with the compliance of the requirements established in Article 51 and 52 of the Administrative Code.



NOTIFY, PUBLISH AND COMPLY











Annex 5B



THE LEGAL AND GENERAL SECRETARY OF THE
AUTONOMOUS REGIONAL CORPORATION OF BOYACA “CORPORBOYACA”



CERTIFIES:



That via Resolution No. 01719 of December 14, 2009, has personally
notified Mr. JULIO CESAR ARDILA CARO, identified with the citizen’s cédula no. 19.309.089 of Bogota, titleholder of
the concession contract no. FFB-081 entered into with the Colombian Institute of Geology and Mining (INGEOMINAS), CORPOBOYACA grants
an environmental license for the project of exploitation of a coal deposit, to be performed in the jurisdiction of the Municipalities
of Boavita and la Uvita (Boyacá).



That Resolution No. 01719 of December 14, 2009, is currently
enforceable and in force, in accordance with what was established in Item 2 of Article 62 of the Administrative Code, therefore,
it is understood that the administrative procedure is exhausted in accordance with what was reviewed in Article 63 of the same
code.



CLARA PIEDAD RODRIGUEZ CASTILLO



Legal and General Secretary











Annex 5B



AMERALEX LTDA



Duitama, December 23, 2009.



Sirs

CORPOBOYACA

Attn: CLARA PIEDAD RODRIGUEZ

General and Legal Secretary

Tunja



Ref: Assignment of Environmental License of Concession Contract
FFB-081

| |  | File No. LA-0027/08
| |  | -------------------



Dear Madam,



With this letter I request to change the name of the titleholder
of the respective Environmental License: from Mr. JULIO CESAR ARDILA CARO, identified with the citizen’s cédula No.
19.309.089, to AMERICANA DE MINERALES DE EXPORTACION AMERALEX LTDA, with N.I.T. 900.102.399-6, taking into account the assignment
of the mining title of the reference carried out before INGEOMINAS.



For purposes of the above, the following documents are attached:



| | · | Copy of the Assignment Resolution
| | - | ---------------------------------

| | · | Copy of the Mining Register
| | - | ---------------------------



I appreciate your kind attention,



Faithfully,



|JULIO CESAR ARDILA CARO | JAIME ALBERTO RIANO VILLAMIZAR       
|----------------------- | -------------------------------------
|C.C. 19.309.089         | Legal Representative of AMERALEX LTDA