FAST TRANSLATION SPANISH - ENGLISH DEED NUMBER ONE THOUSAND NINE HUNDRED TWENTY NINE.

(1929) CONSTITUTION OF THE COMPANY MINERA AUSTRALIANA MINEAUSTRALIA CIA LTDA. Formed by: Mr. Robert John Washer Mrs. Svertlana Beliaeva Beliaeva Mr. Germn R. Beltrn Galindo SOCIAL CAPITAL S/.30'000.000 In the city of Quito, capital of the Republic of Ecuador, today, Friday October 25 one thousand nine hundred and ninety one before Dr.r Jorge Campos Delgad Notary 24 of this canton the following parties appear the Mr. Robert John Washer, single; of Australian nationality, with knowledge of the Spanish language; Svetlana Beliaeva Beliaeva, divorced, of Russian nationality with knowledge of the Spanish language and, Germn Beltrn Galindo, married, of Ecuadorian nationality; all of above mentioned by their own and personal rights. - The parties are mature, domiciled in this capital city, legally capable to contract and commit, whom I personally know; and, they state: To make the minute that they are giving to me a public writ whose literal tenor that I am transcribing says the following: MR NOTARY: In the Registry of Public Deeds under your responsibility, please incorporate a clause that consists of the constitution of a Limited Company, with the following clauses: FIRST: PARTIES.- The following partied appear to the celebration of the present deed; Mr. Roberto John Washer, Ms. Svetlana Beliaeva Beliaeva and Mr. Germn Rodrigo Beltrn Galindo, of Australian, Russian and Ecuadorian nationality, in their order; single, divorced and married, respectively, domiciled in this city of Quito and legally qualified to commit and contract. The Australian and Russian citizens above mentioned, appear properly qualified as National Investors for the Ministry of Commerce and Industry by means of the respective Resolutions that are attached to this instrument as qualifying documents. SECOND: CONTRACT. The parties by their own rights declare their will to constitute a limited Company, which will be governed by Ecuadorian Laws, by the Law of Companies and by the following Social Statutes. THIRD: STATUTES. The Statutes that will norm the legal life of the Company are those mentioned below: CHAPTER ONE. DENOMINATION, NATIONALITY, OBJECTIVE AND DURATION OF THE COMPANY FIRST ARTICLE: DENOMINATION. The company will be denominated MINERA COMPAIA LIMITADA. HOME ADDRESS,

AUSTRALIANA,

MINEAUSTRALIA

SECOND ARTICLE: NATIONALITY AND HOME ADDRESS. The company was constituted in Ecuador and its main home address is in the city of Quito capable to establish branches or agencies in other places of the National or exterior territory, prior to the formalities of the Law. THIRD ARTICLE: OBJECTIVE. The objectinve of the company MINERA AUSTRALIANA MINEAUSTRALIA CIA.LTDA. will be: a) dedicated to making use of the natural resources of the Country in the mining sector in the prescribed way and permitted by the Ecuadorian Laws, and able to celebrate mining concession contracts, rendering of services contracts, technology transfer contracts or to obtain permits dedicated to carry out investigations, prospecting, exploitations, explorations, foundries, refinements and the commercialization of these resources and mining products: b) Investment projects related to the mining activity in any of its stages, in agreement with the Ecuadorian legislation, and the execution of the same ones; c) Dedicated to the mining activity in all its stages and forms outside of the Ecuadorian territory in accordance with the corresponding laws; d) Buy/Sell, distribution, import and export of assets and equipment that is required to use or for consumption in the mining activity and in their rent/hire. For the execution of its objectives, the Company will be able to intervene, as partner or shareholder, in the formation of all kinds of societies, minimize capital to the same ones or to acquire, have and possess shares, obligations or participations in other companies; likewise the company will be able to participate in bidding processes or competitions that have a likeness with its social objective; it will be able to celebrate and execute contracts that such acts result; in general, the company will be able to carry out all kinds of acts, contracts, operations or transactions permitted under Ecuadorian laws that are in accordance with its objective and necessary and convenient for its fulfilment. The company will not be able to execute none of the activities mentioned in Article twenty-seven of the Law of Economic Regulation and Control of Public Expense, activities whose scope sets the Regulation number one hundred and twenty-eighty and three and the Regulation number four hundred and eighty, and nine, eighty eight of the Monetary Meeting. FORTH ARTICLE: DURATION. The Company will have a term of duration of fifty (50) years, starting from the date of inscription of these writs in the Mercantile Registry, this term will be able to be continued or diminished by virtue of a Resolution adopted by the summoned General Shareholders Meeting expressively for this matter. CHAPTER TWO - CAPITAL AND THEIR PARTICIPATIONS. FIFTH ARTICLE: CAPITAL. The social capital of the company is of thirty million sucres S/. 30'000.000 divided in thirty thousand shares, each with a value of one thousand sucres. SIXTH ARTICLE: CERTIFICATES OF CONTRIBUTION. The company will give each shareholder a contribution certificate that will be nonnegotiable and the number of corresponding shares. The participations will be the same, accumulative and indivisible and can be transferred by inheritance and surrendered to shareholders in preference in pro rata of the shares that each one of the shareholders had, or to a third party, prior unanimous consent of the social capital.

CHAPTER THREE. THE FORMATION OF THE SOCIAL WILL OF OFFICE AND ADMINISTRATION. SEVENTH ARTICLE: The company is directed and governed by the General Shareholders Meeting and administered by a General Manager and a President. EIGHTH ARTICLE: The General Shareholders Meeting, legally summoned and gathered, is the supreme organism of the company and has the power to solve all the matters related with the social business and to make any decision, within the established limits of the Law, that are believed convenient for the good of the Company. ATTRIBUTIONS OF THE GENERAL MEETING: a) Designate and remove the President and the General Manager of the Company for legal causes set their remunerations b) Approve the accounts and the balances that the General Manager presents; c) Resolve the distribution of utilities in accordance to the Law; d) Consent in the surrender of participations and in the admission of new partners; e) Resolve the capital increase or decrease or extension of the social contract; f) Make arrangements if there is a premature break up of the Company and to appoint a person in charge and a substitute to carry out this process; g) Decide the obligation or alienation of goods of the company; h) Arrange the exclusion of one or several partners in accordance with the clauses established in the Law; i) Prepare the corresponding actions commence against the administrators; j) Approve the annual budget of the Company; k) Name a Commissary that will have the attributions established in the law and the duration of this position will be of two years; i) Exercise all the other attributions established by Law of Companies. NINTH ARTICLE The General meetings of the Partners will be Ordinary and extraordinary. The Ordinary ones will be carried out at least once a year, within three later months prior to the finalization of the accounting procedure of the Company and they will inform the annual balance, the reports that presented by the General Manager, the formation of the reserve fund, the distribution of utilities and any other point commented in the convocation. The Extraordinary meetings will held at any time of the year that are convoked. So much as in the Ordinary Meetings as in the Extraordinary ones, the only matters to be discussed will be those mentioned in the convocation. The convocations will be carried via notes subscribed by the Manager and sent to the partners with eight days of anticipation t prior to the meeting: each notified partner will confirm receipt of this notice. These eight days will not include neither the date of the convocation nor the day of the meeting of the Meeting. He, or the partners that represent no less than the tenth part of the social capital will be able to request the General Manager in writing at any time the convocation to General Meeting so that the matters that are indicated in their petition are discussed. When the partners are gathered personally or represented, either in the social events, at any time or place of the national territory, may, without necessity of prior convocation carry out a General Meeting of Shareholders to try to solve any matter so long as the entire capital is paid and that those involved are unanimous in this decision, but in this case, the attendees from the

meeting should subscribe the Meeting Act under a sanction of nullity. However anyone of the attendees can oppose to discuss matters on which he does not consider to be sufficiently informed. TENTH ARTICLE: The sessions of the General Meetings will be directed by President of the Company. The General Manager will act as Secretary. In the event of absence or legal impediment of the President, a shareholder designated by committee will be designated. In the event of absence or legal impediment of the General Manager as Secretary of the meeting, the committee will also designate the person. ELEVENTH ARTICLE: REPRESENTATION OF THE SHAREHOLDERS IN THE MEETINGS. The partners will personally attend the General Meetings or by means of their accredited representatives with a notary power of attorney or with a subscribed note directed to the General Manager with special character for each Meeting. TWELFTH MEETING: QUORUM AND CONVOCATION. The General Meeting will be considered sufficiently installed in the first convocation when the attendees represent more than half of the social capital. In second convocation they will meet with the number of assisting partners, this matter should be expressed in the convocation. The decisions will be based on the majority of votes of the concurrent capital, understanding that each shareholder has on vote for every one thousand sucres. The blank votes and the absentee votes will be included in the majority. The resolutions of the General Meeting are obligatory for all the shareholders, including for those absent and those who voted against, without judgement of the action that these have to refute the Resolutions of the Meeting before the Superior Court of Justice, under the terms of the Law of Companies THIRTEENTH ARTICLE: LEGAL REPRESENTATION OF THE COMPANY The legal representation of the company, judicial and extrajudicial will be exercised by the General Manager; in the form it is expressed. The General Manager is authorized to execute, on behalf of the Company, all types of acts and contracts of any nature. FOURTEENTH ARTICLE: THE PRESIDENT AND THEIR ATTRIBUTIONS The Company will have a President that will be chosen in the General Shareholder Meeting, for a period of two years and will be able to be re-elected for same period. THEIR ATTRIBUTIONS ARE: a) Supervise that the Company is marching well and is in fulfilment with the Law and Statutes. b) Preside over the General Shareholder Meetings; c) Replace the General Manager for in its absence, impediment or legal inability until fit to resume their functions, or until the General Meeting appoints another General Manager. FIFTEENTH ARTICLE: THE GENERAL MANAGER AND THEIR ATTRIBUTIONS The General Meeting will choose a General Manager of the Company, among its members or externally for a two year period and will be able to get re-elected for the same period. It will represent the Company in judicial and extrajudicial matters and will be responsible for the administration and the accounting of the company. THEIR ATTRIBUTIONS:

a) Organize the company offices; b) Hire and fire the personnel of the Company; c) Direct the economic and financial movement of the Company; d) Present, to the General Meeting of the Company, an annual report and the balance that reflects the economic situation of it, the assets and liabilities, the proposal of utility distribution of, in term of sixty days starting from the culmination of the accounting exercise; e) Take care of the filing documents and correspondence; f) Take care of the Social Books shareholders actions; g) Summon the members to the General Meeting; h) Intervene in the celebration of acts, contracts or obligations of the company, in conformity with the present Statute; i) Act as Secretary of the General Meeting; and, j) Constitute special power of attorney for those acts authorized to him by the Law and the Statutes, and general power of attorney with the authorization of the General Meeting. SIXTEENTHTH ARTICLE: SUBROGATION. When the President is absent he will subrogate the person designated by the General Shareholder Meeting. In absence, impediment or temporary or definitive impossibility of the General Manager, the President will replace him, until the General Shareholder Meeting adopts the corresponding resolutions. CHAPTER FOUR. DISTRIBUTION OF UTILITIES, OF THE INSPECTION AND ECONOMIC EXERCISE. SEVENTEENTH ARTICLE: DISTRIBUTION OF UTILITIES. The distribution of utilities will be made in direct proportion to the number of paid participations. EIGHTEENTH ARTICLE: INSPECTION. The inspection of the company will be at the expense of an appointed Commission by the General Meeting. NINETEENTH ARTICLE: ECONOMIC EXERCISE. The economic exercise of the Company will start from the first of January up to the thirty-first of December of every year. CHAPTER FIVE: INTEGRATION AND PAYMENT OF CAPITAL. SQUARE OF INTEGRATION OF CAPITAL. By virtue of the monetary contribution carried out by Robert John Washer, Ms. Svetlana Beliaeva Beliaeva and Mr. German R. Beltran Galindo, the first above named receives twenty-six thousand (26,000) social shares with a value of 1,000 sucres each share, while the remaining two receive 1,000 and 3,000 social shares with a value of 1,000 sucres each share respectively. FOURTH: FINAL DECLARATIONS.- The founding partners of this company declare that the social capital reaches the sum of s/.30,000,000 (sucres) ehich is inscribed and paid in full, the corresponding Bank Certificate is attached as proof of payment.

FIFTH: TRANSITORY DISPOSITION. The partners authorize Dr. Marcial Garzn Grijalva, Attorney at law, to carry out all the pertinent process to complete, with perfection, the constitution and inscription in the Mercantile Registry of MINERA AUSTRALIANA LIMITED COMPANY. You, Mr. Notary, please add any clauses for this to act to have judicial validity. (THE MINUTE IS UP TO THIS POINT, the public writ has been elaborated and signed by Dr. Marcial Garzon Grijalva, affiliated to the Group of Lawyers of Quito, with membership number two thousand, two hundred and twelve. To celebrate the present writ all the legal perceptions were followed; and it was read to the parties by me. The Notary confirms these acts by signing with me this act. Mr. Robert John Washer Ms. Svetlana Beliaeva Beliaeva Mr. German R. Beltran Galindo Dr. Jorge Campos Delgado NOTARY - LAWYER