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ARTICLES OF INCORPORATION <br />• OF <br />WESTERN SLOPE CARBON, INC. <br />We, the undersigned, natural persons of the age of twenty-one <br />years or more, acting as incorporators of a corporation under [he <br />Colorado Corporation Code, adopt the following Articles of Incorporation <br />for such corporation: <br />INC. <br />FIRST: The name of the corporation is WESTERN SLOPE CARBON, <br />SECOND: The period of its duration is perpetual. <br />THIRD: The purpose or purposes for which the corporation is <br />organized are: <br />To engage in the coal and mining business in all its <br />aspects and in connection therewith, to buy, sell, <br />own, hold, use and deal in and with coal and mining <br />equipment, to explore for, mine, develop, extract, <br />process, manufacture, buy, sell and otherwise deal <br />in and with coal and other mineral products, to <br />• pledge any or all of its assets as collateral secu- <br />rity for any indebtedness whatsoever of any shareholder <br />owning all of the issued and outstanding shares of the <br />corporation, and do all other acts or things as are <br />incident to [he carrying on of such business and, in <br />pursuance thereof, to have all such powers as are now <br />or may 6e hereafter conferred by the laws of the State <br />of Colorado on corporations generally. <br />FOURTH: The aggregate number of shares which the corporation <br />shall have authority to issue is 400,000 shares of the par value of $1 <br />each. <br />FIFTH: The shareholders of the corporation shall have no pre- <br />emptive rights to acquire unissued or treasury shares or other securities <br />of the corporation. <br />SIXTH: There shall be no cumulative voting in the election of <br />directors of the corporation. <br />SEVENTH: The address of the initial zegis[ered office of the <br />corporation is: <br />650 Equitable Building <br />Denver, Colorado 80202 <br /> <br />- -~ <br />