Summary of the Meeting with Colombian Natural Resources (CNR)

on February 9th of 2023.

Attendees: Raúl José Buitrago, Alejandro Echavarría, Juan Gómez and Santiago
Castellanos (CNR) and Daniel Perry, Gerry Liddle and Rodrigo Vivas (RainTree).

Media: Microsoft Teams.

Timeframe: 10-11:30 AM, Bogotá Timezone.

The most relevant points discussed during this meeting were the following:

1. Juan says that CNR is struggling because they need to see the Project
organized to take it to his Board of Directors and Shareholders. He personally
likes it but urges that without specific information regarding financial,
technical, etc. matters, "tangible" results will not be fulfilled.

In that regard, he mentioned that CNR's team needed to see a clear

correlation between their information and the one Raintree provided, which
has yet to be the case. This statement is unfounded as they don't have
reliable and depurated information, making it unavailable even to
themselves.

2. Gerry made clear that RainTree is an ambitious group striving to do

something that has never been achieved. The team has never developed a
model such as this one because it is brand new.

He also stated that RainTree has always tried to be transparent and is willing
to find viable solutions to unlock the current bottleneck points. In that spirit,
he elucidated the following topics:

a. For the USD 200K, RainTree is obliged to deliver results. However, the
contract did not stipulate that specific actions were related to an X amount of
dollars.

b. Jorge Hakim was very emphatic with his desire to move away from the
Government, and RainTree took it seriously.

c. CNR made clear that they needed a financial case. So RainTree broke it
down into different pieces:

- The pilot version of a BioCentre.

- Methodology of the Financial Analysis (CAPEX, OPEX, Revenues and
Cash Flows; the two latter ones need a basis, which entails CNR to share
information related to land, and a meeting with banking and insurance
 partners of RainTree (which hasn't had a place because of the holiday
season).

d. RainTree does not plan on operating on the back of CNR's investments.

However, the opportunity to work together arose and both parties seemed
interested and decided to move forward.

3. CNR Staff responded to Gerry's intervention as follows:

- Raúl deems it necessary to advance with the Financial Analysis to present

the Project to CNR's Board of Directors, including the initial costs of
building a Pilot BioCentre.

- Alejandro pointed out that he has been in touch with Gerry every week;
nonetheless, he deems written reports are a must.

- Juan dislikes profoundly the contract and acknowledges that tearing

apart the contract is an option for CNR. Yet, they feel uncomfortable
with the current one, and he is inclined to make sure to establish a
long-term relationship. By revising the scope and terms, CNR would like
clear deliverables, scalability, and economic benefits in the medium and
long term.

4. Gerry agrees with Juan. Regardless, he would like to change the contract
and made four philosophical questions (which forced very telling answers):

a. RainTree entered Colombia before Petro won the elections. CNR made
clear that they didn't want to go down the Government Path;
nevertheless, it is paramount. Juan says they understand that they
understand that, but that timing is an issue for them. They have two
interests: moving away from a mining operation, which relates to the
Government Path and the long-term, and forestry and reclamation
obligations in the short term that must be resolved.

He doesn't believe in the Government at all. He thinks they are going to

wait years to get their act together and underlines CNR’s private
commitments as an argument to bypass the public sector.

b. In the best-case scenario, where does CNR sees this ending at? Juan
said CNR wants a project consistent with their obligations, where they
can use their land and create employment in the region while making
money for their company. Nor Alejandro, Juan nor Raúl mentioned the
railway, which is supposed to be their transformational asset.

c. A credible business case requires which land is going to be used. This is a

land-related business. And CNR is yet to present where that land is, what
 amount, and to whom it belongs, among other questions. With this, it is
possible to come to a new agreement.

It is obvious they see RainTree as a solution provider for their particular

environmental obligations and have yet to understand the regional scope
of the RainTree Caribbean Program. As a result, despite many detailed
explanations about the importance of the land, they provide vague
answers and appeal to their "local knowledge" but don't commit to
sharing the information with RainTree.

Moreover, Alejandro insists that they have intel about lands that are on
sale and Juan that they have a list of 20 objectives they want to fulfill at
once with the RainTree partnership, which proves they are focused only
on themselves.

d. CNR's willingness to be part of a Pilot Project. Juan declared it appeals to

them. They insist that they can move quickly depending on a detailed
Business Case, which, as noted before, is highly dependent on land.
Their lack of grasp of the RainTree National and Regional Project in
Colombia can explain this vicious cycle.

Commitments:

- Gerry promised to deliver a new proposal in the coming days, most likely in
the week of the 13th to the 17th of February.
- In the spirit of moving forward, Alejandro proposes to get together every
week. In addition, he has available desks for RainTree staff to work in their
new offices.

Final Commentary:

Astonishingly, the CNR staff need help to understand the RainTree Project in
Colombia. They have slowed down things based on incorrect assumptions and are
still reluctant to accept them. This is a window of opportunity for RainTree to return
to the driver's seat as they are open to revising the contract.

RainTree also has a Board of Directors and is accountable to it. Giving unique
benefits to a company that wants to act as a sponsor is unacceptable and will not
be considered. Thus far, CNR has imposed detrimental conditions on the RainTree
Project.

They ought to adapt to RainTree rather than the other way around. For example,
suppose CNR provides information about the land they own in the vicinity of their
mine in La Loma, Cesar, and the different areas they want to impact positively. In
that case, Raintree can help them to achieve their commitments.
However, this will be a small endeavour within an ambitious project at the regional
and national levels. The pilot built with them could be a Satellite of the Caribbean
Region, signed with their environmentally forward-thinking company instead of
CNR, to avoid political issues with the Petro Government. This last point is vital as
RainTree’s main goal is to close a deal with them as soon as possible and can’t
jeopardize it by any means.

The RainTree team must meet and discuss thoroughly the challenges and
opportunities ahead, plan a new proposal that benefits the National Program and
make it bulletproof to governmental scrutiny.