INVESTMENT AGREEMENT KNOW ALL MEN BY THESE PRESENTS: ‘This Deed of Assignment made and entered into this and between. 2015 in. City by DABAWENYO MINERALS CORPORATION, = compary incorporated under the laws of the Philippines with principal office address at 57 — A Belen Road, Brgy. Vicenis Hizon Sr., Lanang, Davao City represented herein by its Chairman-CEO MR.SAID J. SAYRE herainafter referred to as the FIRST PARTY. And YULAGA Ol EXPLORATION CORPORATION, 2 company doing business in the Philippines with business address at Suite 303 Diplomat Condominium, Roces Bivd. Comer Russal St. Pasay City. Philippines, requested herein by its Group Chairman MR. ABRAHAM H. PARK and President MR. LAURENCIO C. YULAGA hereinafter referred to as the SECOND PARTY. Witnesseth WHEREAS, the FIRST PARTY is the legitimate owner / holder of Mineral Production Sharing Agreement (MPSA) No. 251-A-2007-XI dates July 28, 2007 over its erea consisting of Five Thousand Nine Hundred Six point Sixty Seven (5,906.67 has.) property more or less, situated in the Municipality of ‘Tarragona and City of Mati, Davac Onental, hereby agrees with the SECOND PARTY for the execution of an ABSOLUTE DEED OF ASSIGNMENT. NOW THEREFORE, for and in consideration of the premises, the SECOND PARTY, shall advance the investment Funds and shall deposit the same on the FIRST PARTY designated Bank Dollar Account with the receipt hereof and shail be at the exclusive and sole disbursement by the FIRST PARTY the amount of UNITED STATES DOLLAR SIXTY MILLION (USD 60,000,000.00) under the fofowing terms and conditions, 1. The sum of Sixty Million United States Doitar ($ 60,000,000.00) shall be given to the FIRST PARTY upon signing of the Invesiment Agreement. The Investment Fund shall be utilized for the ‘exploration of the mining claim areas, processing of the Environmental Compliance Cerificate, (ECC) Mining Feasibility Study, Civil Works, compliance to the requirements of the Mining Act of 1995 or Republic Act No. 7942, Department of Environment and Natural Resources, Rules and Regulations of the Mines & Geosciences Bureau, as wail as the implementation of the Corporate Social Responsibility in the 5,906.67 hectares and the Indigenous People’s Righis Acts (IPRA) Law RA 8173, Local Government Units and related agencies to the government. 2. The PARTIES shall work together in the Development of the 5,908.67 hectares MPSA covered areas ‘of DABAWENYO MINERALS CORPORATION. 3. The FIRST PARTY shall exclusively appropriate unto the SECOND PARTY the production of ‘Minerals such @s copper, gold, iron, and molybdenum es pert compensation and retum to their investments as enumerated above. 4, That the PARTIES agree and undertake to keep all information regarding the business, operations: affairs of financial condition of the other PARTY obtained from each other in connection with the ‘negotiations and preparation of this INVESTMENT AGREEMENT and the subsequent sgreements to be entered to, with strict confidentiality end not to disclose the same to any third party except to the extent itis obliged by law or hereafter becomes lawfully obtainable from other sources, or if tis ‘agreed in writing by the PARTIES. This Confidentiality Clause shall bind all parties to the extent that disclosure hereof whether wittingly or unwittingly shall accrue to the Erring Party the obligation to shoulder subsequent damages, payables or expenses as a result thereon. Nees Tite Kay seusut \e Aust an tue ual Gvteunaueioli dA, die @oatiseg oanIN WITNESS WHEREOF, we have hereunto set our hands this 2015 at City, Philippines, DABAWENYO MINERALS CORP. YULAGA EXPLORATION CORP. ‘SAID J. SAYRE ABRAHAM H.PARK © LAURENCIOC. YULAGA Chairman CEO ‘Group Chairman President ‘Signed in the Presence of: REPUBLIC OF THE PHILIPPINES ) CITY OF jas. BEFORE ME, @ Notary Pubic for and in the City of. Philippines this _—____.. 2015 personally appeared Name PassporVCTC No. Place and Date of issue SAID J. SAYRE 84768290 Dec, 14, 2011, Davao City ‘ABRAHAM H. PARK saa LAURENGIO C. YULAGA Who presented to me the same persons who execuled the foregoing instrument and they ‘acknowledged to me that the same is their own free and voluntarily act and deed. This is to certify that, this instrument consist of two (2) pages containing this acknowledgement with the instrumental witnesses. WITNESS MY HAND AND SEAL, on the data and place first above written. NOTARY PUBLIC Doe. No._ Page No.__ Book No, Series of 2015