1

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.

AND WE HEREBY CERTIFY

I . NAME

The name of this corporation shall be


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
3
works and convenience which may seem directly or indirectly conduci ve 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
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 Bangued, Abra. 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 this corporation is to exist for another FIFTY (50) YEARS from and after the
date of expiration which is September 28,2014. (as amended on November 4, 2011 and ratified by
stockholders on October 26, 2012).


4

V. INCORPORATORS

The names, citizenships and residences of the incorporators of said corporation, are as follows:


Names Citizenship Residences
Jeremias B. Beloy Filipino Bangued, Abra
Isidro B. Beloy Filipino Bangued, Abra
Napoleon S. Rosales Filipino 504-505 A & T Bldg., Escolta, Manila
Antonio C. Torrijos Filipino Bangued, Abra
Rafael O. Tansengco Filipino 65 G. Bautista, San Juan, Rizal
Juanito Cocha Chinese Bangued, Abra
Benjamin Co Chinese Bangued, Abra
Jose B. Biendima Filipino Bangued, Abra
Juanito F. Go Filipino Bangued, Abra
Orlino B. Banez Filipino Bangued, Abra
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 RESIDENCES
Napoleon S. Rosales 504-505 A & T Bldg., Escolta, Manila
Jeremias B. Beloy Bangued, Abra
Rafael O. Tansengco 65 G. Bautista, San Juan, Rizal
Juanito Cocha Bangued, Abra
Benjamin Co Bangued, Abra
Juanito F. Go Bangued, Abra
Isidro B. Beloy Bangued, Abra


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.



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 pre-
emptive 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)



5

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 subscri bed for the number of shares
and the amount of capital stock set out after their respective names, as follows:


Names

Citizenship

Residence
No. of Shares
Subscribed
Worth of CS


Jeremias B. Beloy Filipino Bangued, Abra 20,000 20,000.00
Isidro B. Beloy Filipino Bangued, Abra 20,000 20,000.00
Napoleon S. Rosales Filipino Manila 20,000 20,000.00
Rafael O. Tansengco Filipino San Juan, Rizal 20,000 20,000.00
Juanito Cocha Chinese Bangued, Abra 20,000 20,000.00
Benjamin Co Chinese Bangued, Abra 20,000 20,000.00
Juanito F. Go Filipino Bangued, Abra 15,000 15,,000.00
Antonio C. Torrijos Filipino Bangued, Abra 12,000 12,000.00
Amelia G. Beloy Filipino Bangued, Abra 10,000 10,000.00
Isidora Bisquera Beloy Filipino Bangued, Abra 10,000 10,000.00
Go Tiam Chinese Bangued, Abra 7,000 7,000.00
Mary Go Encarnacion Chinese Bangued, Abra 5,000 5,000.00
Alice D. Tansengco Filipino San Juan, Rizal 5,000 5,000.00
Laureano C. Gonzales, Sr. Filipino Bucay, Abra 4,000 4,000.00
Laureano C. Gonzales, Jr. Filipino Bucay, Abra 3,000 3,000.00
Herminio Nazal Filipino Bangued, Abra 2,000 2,000.00
Jose C. Gonzales Filipino Bangued, Abra 1,000 1,000.00
Orlino B. Banez Filipino Bangued, Abra 1,000 1,000.00
Jose B. Biendima Filipino Bangued, Abra 1,000 1,000.00
Bernardo D. Banez Filipino Bangued, Abra 1,000 1,000.00
Saturnino B. Beloy Filipino Bangued, Abra 1,000 1,000.00
Ernesto O. Rodriquez Filipino Bangued, Abra 1,000 1,000.00
Pedro D. Borgonia Filipino Bangued, Abra 1,000 1,000.00

TOTAL 20,000 P20,000.00

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 Bangued, Abra 20,000.00
Isidro B. Beloy Filipino Bangued, Abra 20,000.00
Napoleon S. Rosales Filipino Manila 20,000.00
Rafael O. Tansengco Filipino San Juan, Rizal 20,000.00
Juanito Cocha Chinese Bangued, Abra 20,000.00
Benjamin Co Chinese Bangued, Abra 20,000.00
Juanito F. Go Filipino Bangued, Abra 15,,000.00
Antonio C. Torrijos Filipino Bangued, Abra 12,000.00
Amelia G. Beloy Filipino Bangued, Abra 10,000.00
Isidora Bisquera Beloy Filipino Bangued, Abra 10,000.00
Go Tiam Chinese Bangued, Abra 7,000.00
Mary Go Encarnacion Chinese Bangued, Abra 5,000.00
Alice D. Tansengco Filipino San Juan, Rizal 5,000.00
Laureano C. Gonzales, Sr. Filipino Bucay, Abra 4,000.00
6
Laureano C. Gonzales, Jr. Filipino Bucay, Abra 3,000.00
Herminio Nazal Filipino Bangued, Abra 2,000.00
Jose C. Gonzales Filipino Bangued, Abra 1,000.00
Orlino B. Banez Filipino Bangued, Abra 1,000.00
Jose B. Biendima Filipino Bangued, Abra 1,000.00
Bernardo D. Banez Filipino Bangued, Abra 1,000.00
Saturnino B. Beloy Filipino Bangued, Abra 1,000.00
Ernesto O. Rodriquez Filipino Bangued, Abra 1,000.00
Pedro D. Borgonia Filipino Bangued, Abra 1,000.00
TOTAL P20,000.00

X. TREASURER


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







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-2724368 Jan. 2, 1964 Bangued, Abra
Isidro B. Beloy A-2724370 Jan. 2, 1964 Bangued, Abra
Napoleon S. Rosales A-5034851 Feb. 21, 1964 Butuan City
Rafael O. Tansengco A-0001992 Jan. 2, 1964 Manila
Juanito Cocha A-2726023 Jan. 30, 1964 Bangued, Abra
Benjamin Co A-2725067 Jan. 13, 1964 Bangued, Abra
Juanito F. Go A-2724545 Jan. 2, 1964 Bangued, Abra
Antonio C. Torrijos A-2725340 Jan. 25, 1964 Bangued, Abra
Laureano C. Gonzales, Sr. A-2731323 Jan. 22, 1964 Bangued, Abra
Laureano C. Gonzales, Jr. A-2731382 Jan. 28, 1964 Bangued, Abra
Orlino B. Banez A-2724419 Jan. 2, 1964 Bangued, Abra
Jose B. Biendima A-2724372 Jan. 2, 1964 Bangued, Abra

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 1964







8



9