THE COMPANY ACT No.

5 OF
THE LAWS OF SIERRA LEONE
A PRIVATE COMPANY LIMITED BY SHARES

HB & CO. LIMITED (the “Company”)

AT AN EXTRAORDINARY GENERAL MEETING OF THE MEMBERS OF HB & CO.

LIMITED HELD AT THE COMPANIES REGISTERED OFFICES AT NO 3 WILBERFORCE
STREET, FREETOWN, WESTERN AREA, SIERRA LEONE, ON THE 27 JUNE, 2019. THE
FOLLOWING MATTER WAS DISCUSSED AND RESOLUTION DULY AND
EFFECTIVELY PASSED: -
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SPECIAL RESOLUTION FOR ALTERATION

OF OBJECT CLAUSE IN THE
MEMORANDUM OF ASSOCIATION (M&A)

BE IT RESOLVED by special resolution pursuant to the provisions of section 41(2) of the

Companies Act, No 5 of Sierra Leone, 2009 and other applicable provisions of the Companies
Act (including any statutory modifications or re-enactment thereof, for the time being in
force)and the rules framed there under, that the consent of the members be and hereby accorded,
subject to the approval of the Registrar of Companies, to alter the Company’s M&A by inserting
the following clause h, i, j,k,l,m,n,o,p,q,r,s, and t, immediately after existing Clause g and for the
existing Clause h, i, j, k, l, m, n, o, p, q, r, s and t to now read Clauses u,v, w, x, y ,z, aa, bb, cc,
dd, ee, ff and gg, respectively and accordingly.

Clause
h To carry on in Sierra Leone the business of sourcing, processing, exploring, operating
and working on mines, quarries and to win, set, crush, smelt, manufacture, process,
excavate, dig, break, acquire, develop, exercise, turn to account, survey, produce,
prepare, remove, undertake, barter, convert, finish, load, unload, handle, transport,
buy sell, import, export, supply, and to act as distributor, contractor, manager,
operator or otherwise to deal in all sorts of presents and future minerals, deposits,
goods, substances & materials, including sands, stones, and soils, chalk, clay, china
clay, betonies, broils, calcite and coal, lignite, rock phosphate, brimstone, brine,
bauxite, limestone, precious and other stones, gold, silver, iron, aluminum, titanium,
vanadium, mica, chrome, copper, gypsum, rutile, sulphate, tin, zinc, zircon, tungsten,
silicon, brass, and other allied materials, by products, mixtures, blends, residues &
substances, and to do all incidental acts and things necessary for the attainment of the
objects under these presents;

i. To carry on the business of searching for, mining, purchasing and exporting

of
diamonds, gold, platinum, chrome ore, silver and other precious metals and
 processing and selling the proceeds of such mining;

j. To carry out the business of sourcing, processing, export and sales of valuable
minerals. The sourcing will be in Sierra Leone specifically;

k. To prospect for mine, extract, process, purify, sell by distribution, export, handle and
otherwise deal wholesale in diamond, gold, silver and all other precious metals both
in Sierra Leone and internationally;

l. To open branches of the company in any part of Sierra Leone as the Board of Directors
shall think fit;

m. To carry on any other business, whether subsidiary to the object of the company or not,
but can in the opinion of the company be carried on conveniently or advantageously in
connection with the business of the company;

n. To employ and pay mining experts, agents and other persons, partnerships, companies
or corporations necessary for the company’s operations;

o. To prospect, explore, process market, open the work-out claims or mine drill and sink
shafts or wells dig and quarry for suppliers and distributors of precious minerals;

p. To purchase, take on lease or otherwise acquire mines, mining rights, minerals, area,
machinery, plant, stores, patents, licenses, concessions, right of way, light or water,
and any rights or privileges which may seem convenient to obtain for the purpose of
resale or realization or otherwise, and to manage, develop, sell, exchange, lease,
mortgage or otherwise deal with the whole or part of such property or rights;

q. To carry on either jointly or alone with others anywhere in the world, the business of
manufacturers, exploration and mining of minerals, processors, dealers, wholesalers,
retailers, importer, exporters , suppliers, distributors, buyers, sellers of food stuff,
fuel, metals and any kinds of goods, materials, merchandise, or things of any nature,
as well as the business of materials in general , carriers by any means of
transportation , agents on commission or otherwise, forwarding agents, estate agents
and agents in general.

r. To buy, sell, deal in, search for mine, get, win, work, dress, shape, mold and separate
oolitic particles and reform with any cementitious material, hew, crush, refine, smelt,
prepare for market or use stone and minerals of all kinds, slate, oolitic substances,
 chalk, sand, gravel, brick, and other clays, coal, iron, ironstone, metallic ores, oil and
other minerals, metals, materials and substances of all kinds whether obtainable by
underground or surface workings;

s. To establish, acquire, or own offices, trading stations, factories stores and deposit in
Sierra Leone and to purchase, lease or otherwise acquire, carry on, develop and
improve any interest in any property, whether real or personal property or other
interest of all descriptions in Sierra Leone;

t. To search, survey, discover and find out and then acquire by concession, grant,
purchase, barter, lease, license, degrees & tenders the allotment or otherwise of land
or water area from government, semi-government, local authorities, private bodies,
corporations and other persons, such rights, powers, and privileges whatsoever for
obtaining mines, open cast mines, bucket mines, quarries, deposits, etc. for the
accomplishment of the above objects;

RESOLVED FURTHER THAT any one of the directors of the company and the company
secretary be and hereby severally authorised to do all such acts, deeds, matters and things as may
be deemed proper, necessary, or expedient, including filing requisite forms and/or to sign and
execute all necessary documents for submission to the Corporate Affairs Commission for the
purpose of giving effect to this Resolution and for matters connected therewith or incidental
thereto.

Dated this __________day of June, 2019

By Order of the Board of Directors

For HB & CO. Limited

_________________
Hamid Sultan Barry
Director

___________________
Sajor Sultan Barry
Company Secretary