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�2 S( ('t I N to f(r h�� <br />�m�J 5Gi5 <br />WRITTEN CONSENT <br />01`1-14E BOARD OF DIRECTORS <br />OF <br />WILDCAT MINING CORPORATION <br />December 2, 2011 <br />The undersigned, being all of the members of the Board of Directors (the "Directors ") of <br />Wildcat Mining Corporation, a Nevada corporation (the "C_ of oration "), hereby consent to the <br />following actions being taken and the following resolutions being adopted without a meeting and <br />hereby direct that this written consent be tiled with the records of the Corporation: <br />WHEREAS, the Directors deem it to be in the best interest of the Corporation to <br />transfer the Corporation's Financial Warrant}' held by the Colorado Department of Natural <br />Resources. Division of Reclamation, Mining and Safety (the "DRMS ") in the amount of <br />556,233 from permit #M -2006 -069 to permit #M- 1481 -185 (the "Bond Transfer "). and <br />WHEREAS. the Directors deem it to be in the best interest of the Corporation to <br />authorize the Corporation's secretary, Torii K. Goar. to execute all necessary, documents <br />requested by the DBMS in connection with the Bond Transfer. <br />NOW, THEREFORE, BE IT RESOLVED, that the Bond Transfer is hereby <br />authorized and approved as of the date first set forth above; and be it further <br />RESOLVED, that Torii K. Goar, as secretary of the Corporation. is hereby <br />authorized and directed to execute and deliver on behal f of the Corporation all <br />agreements and documents necessary to complete the Bond Transfer, the execution and <br />delivery being conclusive as to the acceptability of the form and substance of the <br />agreements and documents to the Corporation. <br />Wildeat Min ngCorporal <br />Roger A> T' 4 en6r' <br />i <br />Randall Oser <br />James M. Clements <br />James C:erna <br />