AMENDED ARTICLES OF INCORPORATION ABRA MINING & INDUSTRIAL CORPORATION

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2 AMENDED ARTICLES OF INCORPORATION OF ABRA MINING & INDUSTRIAL CORPORATION KNOW ALL MEN BY THESE PRESENTS: That we, all of legal age, and residents of the Philippines have on this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the Republic of the Philippines. The name of this corporation shall be AND WE HEREBY CERTIFY I. NAME ABRA MINING & INDUSTRIAL CORPORATION II. PURPOSES The purposes for which said corporation is formed are: PRIMARY PURPOSES To engage in the exploration, development, exploitation, process, manufacture, extract, mill and sale of cement and metal concentrate, marble, building materials and all other minerals such as copper, gold, silver, iron, lead, etc. processing and manufacture of non-metals for industrial and commercial purposes at wholesale only. SECONDARY PURPOSES 1. To have the right to locate, purchase, lease, sell, sublease and obtain lease or patent of any or all the mining claims acquiring containing metals, such as gold, copper, iron, silver, silica, sand gypsum and other raw materials for cement manufacturing, building materials, stones and clays, etc. in the Philippines or from foreign countries; 2. To quarry, mine, process, extract, manufacture all the above materials and minerals and to import, export, buy, sell manufacture general merchandise of any kind, such as metal concentrates, bullion and ultimately, to trade stocks, bonds and debenture, and also to trade and deal in the above-mentioned materials; 3. To enter into contract for the erection, construction and completion of any processing and milling plants, buildings and structures of any kind and in furtherance thereof; to acquire, purchase, lease or otherwise and to use, maintain and operate factories, processing and extraction plants, warehouses, agencies and depots for its products, and to take, acquire, buy buildings, construct, erect, hold, own, sell, lease and mortgage any land, real estate or interest in real estate, mining claims, quarries, buildings, factories, plants, machineries and equipment, merchandise, concentrates, bullions, supplies, materials, implements, and other works and convenience which may seem directly or indirectly conducive to any business of the corporation, to purchase, or by other means acquire such freehold, leasehold, or other property for any estate or interest whatsoever and any rights, privileges or easements over or 2

3 in respect to any property, as may be permitted by law and as may be reasonably necessary to enable it to carry out the purpose for which the corporation is created so far a the same may be permitted by law; 4. To apply for or join in applying for, purchase or by other means acquire, sell, assign or otherwise dispose of and protect, prolong and renew, whether in the United States or elsewhere, any patent, patent rights, inventions, improvements, processes, licenses, trade names, trade-marks, protections and concessions used in connection with or secured under the letters-patent of the United States of America or of other countries, or otherwise, which may appear likely to be advantageous or useful to the corporation and to use and turn to account and to manufacture under or grant licenses of privileges in respect to the same; 5. To enter into obligations, contracts, agreements and cooperative relations not in contravention to law, essential to the proper administration of its corporate affairs, or necessary or advantageous for the proper transaction of its business, with any person, firm or corporation, governmental, municipal or otherwise, and to act in any of the business of the corporation through or by means of agents, brokers, sub-contractors or others; to improve, manage, develop, exchange, let lease or otherwise, mortgage, sell, dispose of, turn to account and grant rights and privileges in respect to or otherwise deal with all or any part of the property and rights of the corporation; and without, in any particular limiting the powers of the corporation, it is hereby expressly declared and provided that the corporation shall have the power to make, perform and carry out contracts of any sort and kind with any person, firm or corporation, private or public, and with the Philippine government or any foreign government; to have one or more offices out of the Philippines and to conduct its business and exercise its powers in any part of the Philippines or in any other countries, state or territory and in carrying on its business to do any and all acts and things and to exercise any and all the powers which a natural person could do and exercise and which now or hereafter may be authorized by law. AND TO DO AND PERFORM all acts and things necessary, suitable and/or proper for the accomplishment of any of the purposes or the attainment of any one or more of the objects herein enumerated or which shall at any time appear conducive to or expedient for the protection or benefit of the corporation, including the exercise of the powers, authorities and attributes and other benefits conferred upon corporations organized under the laws of the Philippines in general, and upon domestic corporations of like nature in particular. III. PRINCIPAL OFFICE The place where the principal office of the corporation is to be located is in. The corporation may establish and maintain branch offices elsewhere in the Philippines, whenever warranted by the exigencies of the business of the corporation. IV. TERM The term for which said corporation is to exist is FIFTY (50) YEARS from and after the date of its incorporation. V. INCORPORATORS The names, citizenships and residences of the incorporators of said corporation, are as follows: 3

4 Names Citizenship Residences Jeremias B. Beloy Filipino Isidro B. Beloy Filipino Napoleon S. Rosales Filipino A & T Bldg., Escolta, Manila Antonio C. Torrijos Filipino Rafael O. Tansengco Filipino 65 G. Bautista, San Juan, Rizal Juanito Cocha Chinese Benjamin Co Chinese Jose B. Biendima Filipino Juanito F. Go Filipino Orlino B. Banez Filipino Laureano S. Gonzales Sr. Filipino Bucay, Abra Laureano S. Gonzales Jr. Filipino Bucay, Abra VI. DIRECTORS The number of directors of said corporation shall be FIVE (5) and the names and residence of the directors of said corporation who are to serve until their successors are duly elected and qualified, as provided by the By-Laws, are as follows: (as amended August 22, 1987) NAMES Napoleon S. Rosales Jeremias B. Beloy Rafael O. Tansengco Juanito Cocha Benjamin Co Juanito F. Go Isidro B. Beloy RESIDENCES A & T Bldg., Escolta, Manila 65 G. Bautista, San Juan, Rizal VII. CAPITAL STOCK The amount of capital of said corporation is FIVE BILLION (P5,000,000,000.00) PESOS, Philippine Currency. Said capital stock is divided into FIVE HUNDRED BILLION (500,000,000,000) common shares at the par value of ONE CENTAVO (P0.01) each. 1 Pre-Emptive Rights Offering. All stockholders are entitled to pre-emptive rights to subscribed to all issuances or disposition of shares of any class in proportion to their stockholdings. However, the preemptive rights shall be automatically waived by any shareholder in case of issuance made to cover private placements allowed under Section 10 (k) of the Securities and Regulation Code. (as amended August 24, 2004) VII. SUBSCRIPTION The amount of capital stock which has been actually subscribed is TWO HUNDRED THOUSAND (P200,000.00) Philippine Currency, and the following persons have subscribed for the number of shares and the amount of capital stock set out after their respective names, as follows: 1 As amended on August 11, 2007 by majority of the Board of Directors and was ratified/approved on September 11, 2007 by the stockholders 4

5 Names Citizenship Residence 5 No. of Shares Subscribed Worth of CS Subscribed Jeremias B. Beloy Filipino 20,000 20, Isidro B. Beloy Filipino 20,000 20, Napoleon S. Rosales Filipino Manila 20,000 20, Rafael O. Tansengco Filipino San Juan, Rizal 20,000 20, Juanito Cocha Chinese 20,000 20, Benjamin Co Chinese 20,000 20, Juanito F. Go Filipino 15,000 15,, Antonio C. Torrijos Filipino 12,000 12, Amelia G. Beloy Filipino 10,000 10, Isidora Bisquera Beloy Filipino 10,000 10, Go Tiam Chinese 7,000 7, Mary Go Encarnacion Chinese 5,000 5, Alice D. Tansengco Filipino San Juan, Rizal 5,000 5, Laureano C. Gonzales, Sr. Filipino Bucay, Abra 4,000 4, Laureano C. Gonzales, Jr. Filipino Bucay, Abra 3,000 3, Herminio Nazal Filipino 2,000 2, Jose C. Gonzales Filipino 1,000 1, Orlino B. Banez Filipino 1,000 1, Jose B. Biendima Filipino 1,000 1, Bernardo D. Banez Filipino 1,000 1, Saturnino B. Beloy Filipino 1,000 1, Ernesto O. Rodriquez Filipino 1,000 1, Pedro D. Borgonia Filipino 1,000 1, TOTAL 20,000 P20, IX. AMOUNT PAID ON SUBSCRIPTION The following persons have paid on the shares of capital stock for which they have subscribed and which are set out after their respective names, as follows: Names Citizenship Residence Worth of CS Subscribed Jeremias B. Beloy Filipino 20, Isidro B. Beloy Filipino 20, Napoleon S. Rosales Filipino Manila 20, Rafael O. Tansengco Filipino San Juan, Rizal 20, Juanito Cocha Chinese 20, Benjamin Co Chinese 20, Juanito F. Go Filipino 15,, Antonio C. Torrijos Filipino 12, Amelia G. Beloy Filipino 10, Isidora Bisquera Beloy Filipino 10, Go Tiam Chinese 7, Mary Go Encarnacion Chinese 5, Alice D. Tansengco Filipino San Juan, Rizal 5, Laureano C. Gonzales, Sr. Filipino Bucay, Abra 4, Laureano C. Gonzales, Jr. Filipino Bucay, Abra 3, Herminio Nazal Filipino 2, Jose C. Gonzales Filipino 1, Orlino B. Banez Filipino 1, Jose B. Biendima Filipino 1, Bernardo D. Banez Filipino 1, Saturnino B. Beloy Filipino 1, Ernesto O. Rodriquez Filipino 1, Pedro D. Borgonia Filipino 1, TOTAL P20, X. TREASURER

6 That MR. BENJAMIN CO has been duly elected by the subscribers as the Treasurer of the corporation and to act as such until his successor is duly elected and qualified in accordance with the By- Laws of the corporation, and that as such treasurer, he has been authorized to receive for and in behalf of the corporation and to receipt in its name all the subscription paid in by the subscribers. IN WITNESS WHEREOF, we have hereunto set our hands on this 22 nd day of September 1964, in the City of Manila, Philippines. (Sgd.) JEREMIAS B. BELOY (Sgd.) ISIDRO B. BELOY (Sgd.) NAPOLEON S. ROSALES (Sgd.) JOSE B. BIENDIMA (Sgd.) RAFAEL O. TANSENGCO (Sgd.) BENJAMIN CO (Sgd.) JUANITO COCHA (Sgd.) ANTONIO C. TORRIJOS (Sgd.) LAUREANO S. GONZALES, SR. (Sgd.) JUANITO F. GO (Sgd.) LAUREANO S. GONZALES, JR. (Sgd.) ORLINO B. BANEZ SIGNED IN THE PRESENCE OF: (Sgd.) CARLOS G. MAGAT (Sgd.) LEO G. LUNA 6

7 ACKNOWLEDGMENT Republic of the Philippines ) In the City of Manila ) S.S. BEFORE ME, the undersigned Notary Public, for in the City of Manila, Philippines, personally came and appeared the following persons and exhibited to me their Res. Tax Certificates, the number, date and place of issuance of which are set out after their respective names as follows: Names Number Date Place Jeremias B. Beloy A Jan. 2, 1964 Isidro B. Beloy A Jan. 2, 1964 Napoleon S. Rosales A Feb. 21, 1964 Butuan City Rafael O. Tansengco A Jan. 2, 1964 Manila Juanito Cocha A Jan. 30, 1964 Benjamin Co A Jan. 13, 1964 Juanito F. Go A Jan. 2, 1964 Antonio C. Torrijos A Jan. 25, 1964 Laureano C. Gonzales, Sr. A Jan. 22, 1964 Laureano C. Gonzales, Jr. A Jan. 28, 1964 Orlino B. Banez A Jan. 2, 1964 Jose B. Biendima A Jan. 2, 1964 All of whom are to me known to be the same persons who executed and signed the foregoing Articles of Incorporation and they acknowledged to me that the same is their own free and voluntary act and deed. This instrument consists of SIX (6) pages, including the page wherein this Acknowledgment is written signed by the parties and their instrumental witnesses. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal on this 22 nd day of September 1964, in the City of Manila, Philippines. (Sgd.) ISIDRO T. BANGAYAN Notary Public Until December 31, 1964 Doc. No. 307; Page No. 62 Book No. III Series of