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fl i a dt" - IeT <br />WRITTEN CONSENT <br />OF THE BOARD OF DIRECTORS <br />OF <br />WILDCAT MUGNG CORPORATION <br />December 2, 2011 <br />T'he undersigned, being all of the members of the Board of Directors (the "Directors") of <br />Wildcat Mining Corporation, a Nevada corporation (the "Corporation "), hereby consent to the <br />following actions being taken and the following resolutions being adopted without a meeting and <br />humby direct that this written consent be filed with the records ofthe Corporation: <br />WHEREAS, the Directors deem it to be in the best interest of the Corporation to <br />transfer the Corporation's Financial Warranty held by the Colorado Department of Natural <br />Resources, Division of Reclamation. Mining and Safety (the "DRMS ") in the amount of <br />$56,233 from permit 9M- 2006 -469 to permit #M -1981 -185 (the "Bond Transfer ") and <br />WHEREAS, the Directors deem it to be in the best interest of the Corporation to <br />authorize the C'orporation's secretary, Torii K. Goar, to execute all necessary documents <br />requested by the DRMS in connection with the Bond Transfer. <br />NOW, THE, REFORE, 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 behalf 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 />Wildcat Mining Corporation <br />Roger A. Tichenor <br />Randall Oser <br />Clements <br />James Cerna <br />