SECRETARY’S CERTIFICATE

I, MA. FLORITA A. CRUZ, Filipino, of legal age, with office address at Unit 1702, The Atlanta Centre, 31 Annapolis St., San Juan, Metro Manila, after having been duly sworn to in accordance with law, hereby depose and state that:

1. I am the duly elected and incumbent Assistant Corporate Secretary of J&S Mining and Development Corporation, a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines (the “Corporation”);

2. At the first organizational meeting of the Board of Directors held on 28 March 2008, the following resolutions, among others, were unanimously approved:

A. CLOSING OF TREASURER-IN-TRUST ACCOUNT

“RESOLVED, That the Corporation close its Treasurer-in-Trust account in the name of Marilyn G. Joaquin with Rizal Commercial Banking Corporation, Unimart Branch, under number 1296800771;

“RESOLVED FINALLY, That Marilyn G. Joaquin be, as she is hereby authorized to sign, execute and deliver any and all documents necessary to effect the foregoing.”

B. OPENING OF BANK ACCOUNTS

“RESOLVED, That the Corporation be, as it is hereby authorized, to open and maintain deposit accounts (savings and current) including foreign currency accounts, if necessary, with Rizal Commercial Banking Corporation, Unimart Branch (the “Bank”), under such terms and conditions as may be deemed beneficial to the Corporation and as agreed upon with the Bank;

“RESOLVED FURTHER, That the authorized signatory of the Corporation pursuant to the foregoing shall be Mr. Francisco J. Joaquin Jr.;

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“RESOLVED FINALLY, That the Bank is authorized to act upon this resolution until written notice of its revocation or amendment is delivered to the Bank.”

3. The foregoing is in accordance with the records of the Corporation in my possession.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my signature this __ day of ________ 2008 at ___________.

MA. FLORITA A. CRUZCTC _________; __________; _____________

REPUBLIC OF THE PHILIPPINES)____________________________) S.S.

SUBSCRIBED AND SWORN to before me on ________________. Affiant exhibited to me her above-described Community Tax Certificate.

Doc. No. :___;Page No.:___;Book No.:___;Series of 2008.

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