2017-08-31_GENERAL DOCUMENTS - P2011033

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1,4 Unanimous Consent Resolution of the Managers of Nuvemco, LLC Pursuant to a Meeting of the Managers on August 6, 2017 WHEREAS, Ventura Uranium, LLC was duly organized on December 20, 2006, as a Colorado limited liability company pursuant to C.R.S. Title 7 Corporations and Associations, Article 80 Limited Liability Companies (the "Colorado LLC Act"); WHEREAS, the Trade Name of Nuvemco, LLC ("the Company") was registered with the State of Colorasfi- a) on February 2, 2007, and is the name under which business is conducted; WHEREAS, the Company is deemed in Good Standing by the Colorado Secretary of State; AUG 31 Lu ; I WHEREAS, Paul G. Szilagyi is a duly appointed Manager of the Company; "'T1111i'mry, 111flaty WHEREAS, C.R.S. 7-80-405(1)(b) states "Each manager is an agent of the limited liability company for the purposes of its business and an act of a manager, including the execution of an instrument in the name of the limited liability company, for apparently carrying on in the ordinary course the business of the limited liability company or business of the kind carried on by the limited liability company binds the limited liability company, unless the manager had no authority to act for the limited liability company in the particular matter and the person with whom the manager was dealing had notice that the manager lacked authority. WHEREAS, the Amended and Restated Operating Agreement of Nuvemco, LLC dated effective September 30, 2016 (the "Nuvemco Operating Agreement") provides, among other things, in Section 7.5(a) "Any document or instrument may be executed and delivered on behalf of the Company by the Manager (or by any Manager if more than one)," which specifically includes an "instrument purporting to convey or encumber, in whole or in party, any or all of the assets of the Company" such as financial warranty forms related to Colorado Mining Permits and Notices of Intent for prospecting activities detailed on Exhibit A; WHEREAS, the Amended and Restated Operating Agreement of Nuvemco, LLC dated effective September 30, 2016 (the "Nuvemco Operating Agreement") provides, among other things, in Section 7.5(a) "Any document or instrument may be executed and delivered on behalf of the Company by the Manager (or by any Manager if more than one)," which specifically includes an "instrument purporting to convey or encumber, in whole or in party, any or all of the assets of the Company"; and WHEREAS, the Nuvemco Operating Agreement contains no provisions precluding such actions by any Manager; NOW, THEREFORE, Paul G. Szilagyi is authorized to execute such documents which are necessary to establish the financial warranties required by the Colorado Mined Land Reclamation Board and the Department of Natural Resources, Division of Reclamation, Mining and Safety and which are consistent with the duties and fiduciary responsibility of Managers required by the Colorado LLC Act. Jacob E. Eisel s: Manager By: Phil He mer By: Paul G SAIa Its: Manager Its: Manager