Franklin Mining Inc. PPM December 15, 2014

CONFIDENTIAL

Private Placement Memorandum (PPM) As of December 15, 2014

Franklin Mining, Inc. A Publicly Listed Company Stock Symbol: OTCMKTS US: FMNJ

$25,000,000.00 2,500 Units of 5,000 Shares per Unit of Preferred Stocks $10,000.00 per Unit = 5,000 Shares One (l) Unit = 5,000 Shares $25,000,000.00 = 12,500,000 Preferred Shares One (l) Share = $2.00 $25,000,000.00 Offering = 100% of the Total Project Cost of $25.0 Million

____________________________________________________________________________________________ VERSION 1.0

CONFIDENTIAL

PRIVATE PLACEMENT MEMORANDUM

Page 1 of 54

PRIVATE PLACEMENT MEMORANDUM This Private Placement Memorandum dated as of December 15, 2014 (the "Memorandum") has been prepared for delivery to certain investors who have expressed an interest in purchasing the Preferred Shares of Stock (the "Preferred Stock") of FRANKLIN MINING, INC. (OTCMKTS US:FMNJ) (the "Company") the stock symbol is OTCMKTS US:FMNJ, with the company’s address at 318 N. Carson St. Suite 208 ,Carson City Nevada 89701, U.S.A., made in reliance upon Rule 506 of Regulation D of the Securities Act. The information set forth herein is to be used solely in the evaluation of an investment in a private placement of the Preferred Stock of the Company as described in this Memorandum (the "Offering").

This Memorandum, and the information contained herein, shall be kept confidential. The recipient agrees not to disclose to any person any information contained herein, the fact that the recipient obtained confidential information concerning the Company, or any of the terms, conditions or other facts with respect to the Offering. By accepting this Memorandum, the recipient agrees to return the same to the Company promptly upon reaching a decision not to make an investment in the Common Stock offered hereby or, in any event, upon written request therefore.

The statements made in this Memorandum are made as of the date hereof. The information contained herein is subject to change and does not purport to be a complete description of the Company.

THE PREFERRED STOCK HAS NOT BEEN FILED WITH, APPROVED, DISAPPROVED OR RECOMMENDED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE THE FOREGOING AUTHORITIES CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE PREFFERED STOCK ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE OPERATING AGREEMENT, ATTACHED HERETO AS EXHIBIT C (THE "OPERATING AGREEMENT"), THE SECURITIES ACT OF 1933, AS AMENDED, (THE "33 ACT") AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE COMMON STOCK TO BE OFFERED HAVE NOT BEEN REGISTERED UNDER THE 33 ACT, OR ANY STATE SECURITIES ACT BY REASON, AMONG OTHER THINGS, OF SPECIFIC EXEMPTIONS UNDER THE AFOREMENTIONED ACTS RELATING TO TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING OR SOLICITATION. THERE IS NO PUBLIC TRADING MARKET FOR THE PREFERRED STOCK. THE PREFERRED STOCK ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH OR APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, OR THE STATE SECURITIES AUTHORITIES OF ANY STATE, NOR HAS THE COMMISSION OR ANY SUCH Page 2 of 54

AUTHORITIES PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS OFFERING INVOLVES A HIGH DEGREE OF RISK AND SUBSTANTIAL IMMEDIATE DILUTION OF THE VALUE OF THE INVESTMENT. THE UNITS ARE SUITABLE ONLY FOR ACCREDITED INVESTORS OF SUBSTANTIAL FINANCIAL MEANS WHO HAVE NO NEED FOR LIQUIDITY AND CAN AFFORD TO LOSE ALL OF THEIR INVESTMENT. PROSPECTIVE PURCHASERS OF THESE SECURITIES ARE NOT TO RELY ON THE CONTENTS OF THIS PRIVATE PLACEMENT MEMORANDUM AS LEGAL OR TAX ADVICE. EACH PROSPECTIVE PURCHASER SHOULD CONSULT HIS/HER OWN PROFESSIONAL ADVISORS AS TO LEGAL, TAX AND RELATED MATTERS CONCERNING THIS INVESTMENT. THE INFORMATION CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM HAS BEEN PRESENTED AND IS ACCEPTED WITH THE EXPRESS AGREEMENT AND UNDERSTANDING THAT IT IS CONFIDENTIAL AND THAT IT WILL NOT BE REPRODUCED IN WHOLE OR IN PART, NOR WILL IT BE DISTRIBUTED OR DISCLOSED TO ANY OTHER PERSON, FIRM OR CORPORATION WITHOUT PRIOR WRITTEN PERMISSION. ANY PERSON ACTING CONTRARY TO THE FOREGOING RESTRICTIONS MAY PLACE HIMSELF/HERSELF AND THE COMPANY IN VIOLATION OF FEDERAL OR STATE SECURITIES LAWS. EXCEPT AS OTHERWISE INDICATED, THIS PRIVATE PLACEMENT MEMORANDUM SPEAKS AS OF THE DATE OF ITS ISSUANCE AND NEITHER THE DELIVERY HEREOF NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF ISSUANCE. THIS PRIVATE PLACEMENT MEMORANDUM HAS BEEN PREPARED FROM DATA SUPPLIED BY SOURCES DEEMED RELIABLE AND DOES NOT KNOWINGLY OMIT ANY MATERIAL FACT OR KNOWINGLY CONTAIN ANY UNTRUE STATEMENT OF ANY MATERIAL FACT. THE PRIVATE PLACEMENT MEMORANDUM CONTAINS A SUMMARY OF THE MATERIAL PROVISIONS OF DOCUMENTS REFERRED TO HEREIN. STATEMENTS MADE WITH RESPECT TO THE PROVISIONS OF SUCH DOCUMENTS ARE NOT NECESSARILY COMPLETE AND REFERENCE IS MADE TO THE ACTUAL DOCUMENTS FOR COMPLETE INFORMATION AS TO THE RIGHTS AND OBLIGATIONS OF THE PARTIES THERETO.

BY ACCEPTING DELIVERY OF THIS PRIVATE PLACEMENT MEMORANDUM, THE OFFEREE NAMED IN THE ACKNOWLEDGMENT OF RECEIPT AGREES TO RETURN THIS PRIVATE PLACEMENT MEMORANDUM AND ALL ACCOMPANYING DOCUMENTS TO THE COMPANY IF HE/SHE DOES NOT AGREE TO PURCHASE ANY OF THE SECURITIES OFFERED HEREBY. NO ADVERTISING IN WHATEVER FORM MAY BE EMPLOYED IN THE OFFERING OF THE UNITS EXCEPT FOR THE DOCUMENTS COMPRISING THE PRIVATE PLACEMENT MEMORANDUM. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS ON BEHALF OF THE COMPANY WITH RESPECT TO THE COMPANY OR THE UNITS OTHER THAN THE REPRESENTATIONS CONTAINED HEREIN. ACCORDINGLY, ANY REPRESENTATIONS, OTHER THAN THOSE SET FORTH IN THIS PRIVATE PLACEMENT MEMORANDUM, AND ANY INFORMATION OTHER THAN THAT CONTAINED IN DOCUMENTS AND RECORDS FURNISHED

BY THE COMPANY UPON REQUEST, MUST NOT BE RELIED UPON. NEITHER THE DELIVERY OF THIS PRIVATE PLACEMENT MEMORANDUM NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE MATTERS SET FORTH HEREIN SINCE THE DATE OF THIS PRIVATE PLACEMENT MEMORANDUM. Page 3 of 54

POTENTIAL CONFLICTS OF INTEREST EXIST BETWEEN THE COMPANY ITS OFFICERS AND DIRECTORS AND INVESTORS. THE SECURITIES ARE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933. FOR THIS REASON, AS WELL AS THE ABSENCE OF ANY PUBLIC OR OTHER MARKET FOR THE SALE OF UNITS, CONTAINED IN THE SHAREHOLDER'S AGREEMENT THERE ARE RESTRICTIONS ON THE TRANSFER OF UNITS. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS MEMORANDUM, AND IF INFORMATION OR REPRESENTATIONS ARE GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE THE COMMON STOCK OFFERED BY THIS MEMORANDUM IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION OF AN OFFER. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALE OF COMMON STOCK PURSUANT TO THIS MEMORANDUM SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH HEREIN SINCE THE DATE OF THIS MEMORANDUM. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE INTENDED OR SHOULD BE INFERRED WITH RESPECT TO THE ECONOMIC RETURN THAT MAY ACCRUE TO THE INVESTORS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY OFFERING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS PRIVATE PLACEMENT MEMORANDUM CONSTITUTES AN OFFER ONLY IF A NAME APPEARS IN THE APPROPRIATE SPACE PROVIDED IN THE ACKNOWLEDGMENT OF RECEIPT. OFFERS MAY BE MADE ONLY TO PERSONS DEEMED ELIGIBLE FOR PARTICIPATION IN THE OFFERING UNDER THE CRITERIA SET FORTH IN THIS PRIVATE PLACEMENT MEMORANDUM AND RELEVANT FEDERAL AND STATE SECURITIES LAWS. THE COMPANY RESERVES THE RIGHT, NOTWITHSTANDING ANY SUCH OFFER, TO WITHDRAW OR MODIFY THIS OFFERING AND TO REJECT ANY SUBSCRIPTIONS FOR UNITS, IN WHOLE OR IN PART. THE OBLIGATIONS OF THE PARTIES TO THE TRANSACTIONS CONTEMPLATED HEREIN ARE SET FORTH IN AND WILL BE GOVERNED BY THE DOCUMENTS ATTACHED AS EXHIBITS HERETO. ALL OF THE STATEMENTS AND INFORMATION CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM ARE QUALIFIED IN THEIR ENTIRETY BY SUCH DOCUMENTS. CONSEQUENTLY, EACH PROSPECTIVE INVESTOR IS URGED TO CAREFULLY READ THE DOCUMENTS ATTACHED HERETO BECAUSE SUCH DOCUMENTS FORM AN INTEGRAL PART OF THIS PRIVATE PLACEMENT MEMORANDUM AND ARE HEREBY INCORPORATED HEREIN

BY REFERENCE FOR ALL INTENTS AND PURPOSES. IN ADDITION, EACH PROSPECTIVE Page 4 of 54

INVESTOR IS URGED TO AVAIL HIMSELF/HERSELF OF THE OPPORTUNITY TO INSPECT AND OBTAIN COPIES OF OTHER DOCUMENTS DESCRIBED HEREIN, BUT NOT ATTACHED HERETO, EXCEPT FOR PROPRIETARY DOCUMENTS. SUCH NON-PROPRIETARY DOCUMENTS WILL BE MADE AVAILABLE UPON REQUEST TO THE PRESIDENT OF THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. EACH PROSPECTIVE INVESTOR IS ALSO URGED TO ASK QUESTIONS OF THE COMPANY CONCERNING THIS OFFERING AND TO SEEK ADDITIONAL INFORMATION THAT THE PROSPECTIVE INVESTOR DEEMS NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED HEREIN. EACH PROSPECTIVE PURCHASER SHOULD CONSULT HIS/HER OWN PROFESSIONAL ADVISORS AS TO LEGAL, TAX AND RELATED MATTERS CONCERNING HIS/HER INVESTMENT.

BLUE SKY LEGENDS FOR RESIDENTS OF ALL STATES: THE INTERESTS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY OR HAVE ANY OF THE FOREGOING GOVERNMENTAL AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NO ACTION HAS BEEN TAKEN BY THE COMPANY THAT WOULD, OR IS INTENDED TO, PERMIT A PUBLIC OFFER OF THE SECURITIES IN ANY COUNTRY OR JURISDICTION WHERE ANY SUCH ACTION FOR THAT PURPOSE IS REQUIRED. ACCORDINGLY, THE SECURITIES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, AND NEITHER THIS MEMORANDUM NOR ANY OTHER INFORMATION MEMORANDUM, PROSPECTUS, FORM OF APPLICATION, ADVERTISEMENT OR OTHER DOCUMENT OR INFORMATION MAY BE DISTRIBUTED OR PUBLISHED IN ANY COUNTRY OR JURISDICTION EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS. NEW YORK RESIDENTS. THIS OFFERING MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THIS PRIVATE OFFERING MEMORANDUM DOES NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN. FLORIDA RESIDENTS. IF SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, AND YOU PURCHASE PREFERRED STOCK HEREUNDER, THEN YOU MAY VOID SUCH Page 5 of 54

PURCHASE EITHER WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY YOU TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF THIS PRIVILEGE COMMUNICATED TO YOU, WHICHEVER OCCURS LATER. GEORGIA RESIDENTS. PREFERRED STOCK WILL HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE ‘GEORGIA SECURITIES ACT OF 1973,’ AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT. MARYLAND RESIDENTS. THE PREFERRED STOCK WILL HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION PROVISIONS OF FEDERAL AND STATE SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM. NON-U.S. RESIDENTS. IT IS THE RESPONSIBILITY OF ANY PERSONS WISHING TO PURCHASE THESE SECURITIES TO SATISFY THEMSELVES AS TO FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY OUTSIDE THE U.S. IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER APPLICABLE FORMALITIES.

FORWARD-LOOKING STATEMENTS THIS OFFERING CONTAINS FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE GENERALLY ACCOMPANIED BY WORDS SUCH AS “INTENDS,” “PROJECTS,” “STRATEGIES,” “BELIEVES,” “ANTICIPATES,” “PLANS,” AND SIMILAR TERMS THAT CONVEY THE UNCERTAINTY OF FUTURE EVENTS OR OUTCOMES. THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE REFLECTED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, DEPENDENCE ON THE SERVICES OF THE CURRENT OFFICERS AND DIRECTORS OF THE COMPANY, THE COMPETIVENESS OF THE INDUSTRY, THE REGULATORY CLIMATE OF THE INDUSTRY, THE POSSIBILITY THAT THE COMPANY MAY NEED ADDITIONAL FUNDING PRECIPITATING FURTHER DILUTION OF OWNERSHIP, NO ASSURANCE THAT THE COMPANY’S SERVICES WILL BE COMPETITIVE, AND THE GENERAL ECONOMIC CLIMATE MAY AFFECT FUTURE RESULTS OF THE COMPANY. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH REFLECT MANAGEMENT'S ANALYSIS ONLY AS OF THE DATE HEREOF AND ARE IN ALL CASES SUBJECT TO THE COMPANY’S ABILITY TO RAISE SUFFICIENT CAPITAL. THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REPORT ALSO MAY BE IMPACTED BY FUTURE INCIDENTS OF TERRORISM AND ANY MILITARY ACTION TAKEN BY THE UNITED STATES. THE EFFECT OF THESE EVENTS ON THE BUSINESS OF THE COMPANY, IF ANY, IS CURRENTLY UNCLEAR. HOWEVER, ANY ADVERSE EFFECT ON GENERAL ECONOMIC CONDITIONS AND CONSUMER CONFIDENCE RESULTING FROM THESE EVENTS MAY ADVERSELY AFFECT THE BUSINESS OF THE COMPANY. THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY REVISE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES THAT ARISE AFTER THE DATE HEREOF. Page 6 of 54

TABLE OF CONTENTS

COVER PAGE

1

PRIVATE PLACEMENT MEMORANDUM Blue Sky Legend Forward-Looking Statements

2-6

TABLE OF CONTENTS

7

SUMMARY OF THE OFFERING

8-9

PRIVATE PLACEMENT MEMORANDUM OVERVIEW

10

THE COMPANY Purpose of Offering What is a Preferred Stock?

What is the difference between Preferred and common stocks?

Risk Factors Who May Invest Offering of Preferred Stock Estimated Use of Proceeds How to Subscribe

11-15

THE BUSINESS About FRANKLIN MINING, INC. Franklin Mining, Inc. A Publicly Listed Company in the OTC Markets Our Strategy Management Organizational Structure Rights and Powers of Purchasers of Preferred Stocks Income Tax Considerations Possible Tax Changes Transfer Restrictions Litigation Suitability Standards

16-20

NOTICES GOVERNING LAW ADDITIONAL INFORMATION

21

EXHIBIT A: SUBSCRIPTION AGREEMENTS AND PURCHASER QUESTIONNAIRES

22

END OF DOCUMENT

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SUMMARY OF THE OFFERING

Issuer

FRANKLIN MINING, Inc., a Delaware Company with address at 318 N. Carson St. Suite 208 ,Carson City Nevada 89701, U.S.A., (the "Company"), Its telephone numbers are 1-(866)307-4810 and its email address is wpettyt@aol.com.

Security Offered

2,500 Units, with each unit consisting of 5,000 Shares per Unit of Preferred Stock, for an aggregate amount in cash of $25,000,000 (“Offering Proceeds”). The offering, made in reliance upon Rule 506 of Regulation D of the Securities Act, is subject to raising a minimum of $12,500,000.00.00 or 1,250 units, and a maximum of $25,000,000.00 or 2,500 units. A Unit is valued at $10,000.00. The Company has no obligation to sell all of the Units and this Offering is effective as of the date hereof, however, the Company hopes to sell at least 50% of 2,500 Units or 1,250 Units valued at $12,500,000.00. The figures are shown below:      

2,500 Units of 5,000 Shares per Unit of Preferred Stock $10,000.00 per Unit One (l) Unit = 5,000 Shares $25,000,000.00 = 12,500,000 Shares One (l) Share = $2.00 $25,000,000.00 Offering sufficient to cover the Project Costs

Price Per Unit

$10,000.00 per Unit equivalent to 5,000 Shares per Unit of Preferred Stock at a price per share of $2.00.

Minimum Subscription

10 Units @ $10,000.00 per Unit or $100,000.00 equivalent to 50,000 Preferred Shares, subject to Company’s discretion to accept subscriptions for partial Units or to limit the number of Units purchased by an investor.

Who May Invest

Investors qualified to purchase Preferred Stock must be “Accredited Investors” pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Act"), Rule 506 of Regulation D promulgated there under, and appropriate provisions of applicable state securities laws.

Use of Proceeds

The purpose of the offering (the "Offering") is to provide the Company with:

 

Funds to undertake the Mining Exploration as described in the Business Plan shown attached; and Fund Operating capital.

The Company shall have the right to use the Offering Proceeds even if the Company fails to sell all of the Units.

Offering Period

The Offering Period begins on December 15, 2014, and will continue through June 15, 2015. The Offering Period may be extended at the option of the Company.

All subscriptions will be held in a non-interest-bearing trust account by the Company, pending receipt of the Subscriptions for a minimum of 500 units to a maximum of 2,500 Units. If and when Subscriptions for the minimum amount of the offering is achieved, the funds will be released from the trust account and deposited in the Company's bank account and the aggregate number of shares of stock will be promptly issued to each of the Investors (the "Date of Issuance"). Unless subscriptions for the minimum offering amount are received and accepted by the Company, no Units will be issued and all funds received from Investors will be promptly returned in full. The Offering Period will terminate at the earlier of, (i) when the Company has accepted Subscriptions for the offering amount or (ii) the end of the Offering Period, unless, the Company, in its sole discretion, extends the Offering Period for an additional 90 days.

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Principal Business Objectives

The Company’s principal business objective is to exploit mineral properties as described in the Business Plan, and eventually sell said mineral properties to various buyers; The Mine Site is located at Distrito: Paracas(Km 239 Panam Sur) Provincia: Pisco Departamento: Ica, Peru.

There is no assurance that the Company will achieve its objectives. This investment is highly speculative and involves a high degree of risk. See “RISK FACTORS” in the Company’s Confidential Private Placement Memorandum.

The Company

FRANKLIN MINING, INC. is a Delaware Company.

For a more comprehensive description of the business of the Company, prospective investors are asked to review the Company’s Confidential Private Placement Memorandum.

Transfer Restrictions

The Preferred Stock have not been registered under the Securities Act of 1933 (the "Act"), as they are exempted from doing so, and will be subject to certain transfer restrictions.

Risk Factors

An investment in the Units of Securities is highly speculative and involves a high degree of risk and substantial immediate dilution of the value of the investment. The Units are suitable only for Accredited Investors of substantial means who can afford to lose all of their investment. Risks related to the business of the Company and the Offering are set forth in the Company’s Confidential Private Placement Memorandum. See “Risk Factors” below.

No Public Market

There is no public market for these Securities, nor is one expected to develop.

Underwriting

The Company reserves the right to pay commissions up to 5% of the amount of money raised as underwriting fees to brokers and finders.

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PRIVATE PLACEMENT MEMORANDUM Overview Pursuant to this Private Placement Memorandum (the "Memorandum"), FRANKLIN MINING, INC., a Delaware Company (the "Company"), located at 318 N. Carson St. Suite 208 ,Carson City Nevada 89701, U.S.A., is offering (the "Offering") up to 2,500 Units of 500 Shares per Unit of Preferred Stock in the Company (the "Preferred Stock" or "Units") at a price equal to $10,000.00 per Unit (the "Purchase Price"), made in reliance upon Rule 506 of Regulation D of the Securities Act. The Minimum Subscription by an investor is 10 Units at $10,000.00 per Unit or $100,000.00, subject to the Company’s discretion to accept subscriptions for partial Units or to limit the number of Units purchased by an investor. The offering is subject to raising a minimum of $12,500,000, or 1,250 units, and up to a maximum of $25,000,000, or 2,500 units. The Company has no obligation to sell all of the Units and this Offering is effective as of the date hereof.

This Offering in the total amount of $25,000,000.00 represents part of the Total Project Costs in a mining project called MINERALES EL CARMEN PARACAS SAC MINERALES PARACAS SAC under the FRANKLIN/MEC JV located at Paracas (Km 239 Panam Sur) Provincia: Pisco Departamento: Ica, Peru. Please see the map shown below:

The Company is not obligated to raise the entire Proceeds Amount. This Offering is effective as of the date hereof.

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THE COMPANY The Company FRANKLIN MINING, INC., is a Delaware Company. The Company’s address in the United States will be at 318 N. Carson St. Suite 208 ,Carson City Nevada 89701, U.S.A. Its telephone numbers are 1-866-307-4810. Its e-mail address is wpettyt@aol.com.

The books and records of the Company are located at its principal place of business. (See "Business", "Company").

PURPOSE OF OFFERING The purpose of the Offering is to fund an on-going “mining operation” in Paracas (Km 239 Panam Sur) Provincia: Pisco Departamento: Ica, Peru that will go to funding most particularly the “local component” of the mining operation and equipments needed in the project, as a matter of priority covering the Project Costs. Please see attached Business Plan.

There is no assurance that the Company will achieve its objectives.

WHAT IS A PREFERRED STOCK? A class of ownership in a corporation that has a higher claim on the assets and earnings than common stock. Preferred stock generally has a dividend that must be paid out before dividends to common stockholders and the shares usually do not have voting rights.

The precise details as to the structure of preferred stock are specific to each corporation.

However, the best way to think of preferred stock is as a financial instrument that has characteristics of both debt (fixed dividends) and equity (potential appreciation). Also known as "preferred shares".

WHAT IS THE DIFFERENCE BETWEEN PREFERRED AND COMMON STOCKS? First, preferred stockholders have a greater claim to a company's assets and earnings. This is true during the good times when the company has excess cash and decides to distribute money in the form of dividends to its investors. In these instances when distributions are made, preferred stockholders must be paid before common stockholders. However, this claim is most important during times of insolvency when common stockholders are last in line for the company's assets. This means that when the company must liquidate and pay all creditors and bondholders, common stockholders will not receive any money until after the preferred shareholders are paid out.

Second, the dividends of preferred stocks are different from and generally greater than those of common stock. When you buy a preferred stock, you will have an idea of when to expect a dividend because they are paid at regular intervals. This is not necessarily the case for common stock, as the company's board of directors will decide whether or not to pay out a dividend. Because of this characteristic, preferred stock typically doesn’t fluctuate as often as a company's common stock and can sometimes be classified as a fixed-income security.

Adding to this fixed-income personality is the fact that the dividends are typically guaranteed, meaning that if the company does miss one, it will be required to pay it before any future dividends are paid on either stock.

To sum up: a good way to think of a preferred stock is as a security with characteristics somewhere in-between a bond and a common stock.

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What kinds of stocks are there?

There are two main kinds of stocks, common stock and preferred stock.

Common stock entitles owners to vote at shareholder meetings and receive dividends.

Preferred stockholders usually don’t have voting rights but they receive dividend payments before common stockholders do, and have priority over common stockholders if the company goes bankrupt and its assets are liquidated.

RISK FACTORS AN INVESTMENT IN EITHER PREFERRED OR COMMON STOCKS ARE HIGHLY SPECULATIVE. IT INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE MADE ONLY

BY INVESTORS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. PROSPECTIVE INVESTORS, PRIOR TO MAKING AN INVESTMENT DECISION, SHOULD CAREFULLY CONSIDER, ALONG WITH OTHER MATTERS REFERRED TO HEREIN, THE FOLLOWING RISK FACTORS, WHICH THE COMPANY CAUTIONS MAY NOT BE EXHAUSTIVE: 1.

New Enterprise; Limited Operations and Operating History. The Company has no financial or operational history upon which investors may base an evaluation of its performance or any assumption as to the likelihood that the Company will be profitable. (See "Business").

2.

Additional Capital Requirements. The Company believes that if 2,500 Units consisting of 5,000 Shares per Unit of Preferred Stock valued at $25.0 Million are sold in this Offering, then the proceeds from this Offering should be sufficient.

3.

Dividends, Private or Public Offering of Securities. The Company can provide no assurances that it will be able to pay its shareholders any dividends or successfully achieve future private or public offerings of securities wherein an investor would be able to sell its shares of the Company’s Preferred Stocks.

4.

Management of Company. The business of the Company is greatly dependent upon the active participation of Mr. William Petty, CEO and President and its Executive Vice President, Mr. Fernando M. Sopot. The loss by the Company of the services of one or more of these two individuals could have a material adverse effect on the Company's business;

5.

Conflicts of Interest. The interests of the Company’s management may, from time to time, be inconsistent in some respects with the interests of the Company or its other Shareholders. For example, the Company may, in the future, form other business entities related or unrelated to the business of the Company, which may be in competition with the Company and may engage in activities that compete with the Company. In addition, these businesses or activities may require some of the management time of the Company that might otherwise have been devoted to the Company. The Company’s management is required to devote only such time as it deems necessary to effectively manage the Company.

6.

Business Factors. The Company's future performance will be subject to a number of business factors, including those beyond its control, such as force majeure, economic downturns, increased competition and changes in the mining industry. Unfavorable Page 12 of 54

general economic conditions could have a material adverse effect on the Company's operations.

7.

Arbitrary Determination of Offering Price. The Purchase Price of the Preferred Stock has been determined by the Company and does not necessarily bear any relationship to the Company's assets, book value or financial condition, or to any other recognized criteria of value. (See "Offering of Units").

8.

Lack of Public Market for the Preferred Stock; No Resale. Prior to the Offering, there has been no public market for the Preferred Stock. A market for the Preferred Stock will not develop following the Offering and a purchaser of the Preferred Stock will likely not be able to liquidate his or her other investment readily. Additionally, restrictions on transfer are imposed by federal and state securities laws. Purchasers of the Preferred Stock will be required to confirm in writing that the said Stock will not be disposed of in the absence of an effective registration statement covering the Preferred Stock under the Securities Act of 1933, as amended (the "33 Act") or an opinion of counsel satisfactory to the Company that registration is not required under the Securities Act of 1933 or under the securities laws of any state. Because the Preferred Stock will be acquired in a transaction not involving a public offering, the Preferred Stock will be "restricted securities" as defined in Rule 144 under the 33 Act. A purchaser of the Preferred Stock must be in a position to hold the Preferred Stock indefinitely.

9.

There can be no assurance that the Company’s investment objectives will be achieved. The success of the Company’s investment activity is affected by general economic conditions, volatility or illiquidity in the markets in which the Company holds financial guarantees could adversely affect the Company.

10. Dilution. The Company may in its sole discretion admit additional Shareholders which will have the effect of diluting the interests of existing Shareholders. (See "Offering of Units').

11. Tax Risk Factors. Any possible tax benefits that might be derived from an investment in the Company are subject to various risks, including without limitation, the risk of possible adverse changes, any of which may be retroactive, in the tax laws and their interpretation.

THE FOREGOING LIST OF RISK FACTORS DOES NOT PURPORT TO BE A COMPLETE EXPLANATION OF THE RISKS INVOLVED IN AN INVESTMENT IN THE COMPANY. WHO MAY INVEST The Preferred Stock represents a long-term, illiquid investment. A market for the Preferred Stock is not expected to develop, and the transfer of the Preferred Stock will be restricted by federal and state securities laws. The purchase of the Preferred Stock, therefore, is suitable only for persons who have no need for liquidity with respect to this investment. The Preferred Stock has not been registered under the 33 Act and cannot be resold unless either registered under the 33 Act or an exemption from such registration is available. In addition, a transfer of Preferred Stock may be further limited by state securities laws.

Investors qualified to purchase Preferred Stock must be Accredited Investors Page 13 of 54

pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Act"), Rule 506 of Regulation D promulgated there under, and appropriate provisions of applicable state securities laws. Additionally, the Company reserves the right, in its discretion, to reject an offer to purchase the Preferred Stock from any investor in whole or in part for any reason. The Company will rely on the accuracy of each prospective investor's representations as set forth by such investor in the investor questionnaire attached hereto as Exhibit C (the "Questionnaire"). In addition to the information requested in the Questionnaire, the Company may require other information concerning each prospective investor. An investor is not obligated to supply such other information, but the Company may reject a Subscription from any prospective investor who fails to supply any information so requested.

OFFERING OF PREFERRED STOCK The Company is offering, subject to prior sale, up to 2,500 Units of 5,000 Shares per Unit of Stock in the Company (the "Preferred Stock" or "Units") at a price equal to $10,000 per Unit (the "Purchase Price"), made in reliance upon Rule 506 of Regulation D of the Securities Act, subject to the Company’s discretion to accept subscriptions for partial Units or to limit the number of Units purchased by an investor. The offering is subject to raising a minimum of $12,500,000, or 1,250 units, and a maximum of $25,000,000, or 2,500 units. The Company has no obligation to sell all of the Units and this Offering is effective as of the date hereof.

Investors subscribing for the Units must tender payment by a certified or cashier's check payable to the Company for the amount due for the Units being purchased. If the Company rejects any Subscription, it will return the Subscriber's tendered funds, if any, without interest or deduction, with the notice of rejection.

This Offering will remain in effect until terminated by the Company in its sole discretion.

ESTIMATED USE OF PROCEEDS The proceeds of this Offering will be used to finance the exploitation of mineral properties in Distrito: Paracas( Km 239 Panam Sur) Provincia: Pisco Departamento: Ica, Peru.

Likewise, part of the funds will be used to pay for the expenses associated with the project of the Company and this Offering, brokerage or finder’s fees where applicable in connection with the capital raising process for this Offering, as well as other activities.

Until funds are needed as set forth above, cash on hand may be temporarily invested in short- term, interest-bearing financial instruments guaranteed or insured by the U.S. Government or its agencies.

If fewer than 625 Units or 3,135,000 Preferred Stocks or 25% of the total preferred stocks are sold in the Offering, the Company will apply the proceeds of the Offering to pay the cost of the Offering and then to such amounts as it may determine in its sole discretion.

HOW TO SUBSCRIBE Each prospective investor who meets the qualifications described under "Who May Invest" and desires to purchase Preferred Stock must complete and execute a copy of the Subscription agreement, which is attached to this Memorandum as Exhibit B (the "Subscription Agreement"), and deliver it to the Company. Payment for the total number of Units subscribed for must be made to the Company by check and must accompany the Page 14 of 54

executed copy of the Subscription Agreement.

Prospective investors, such as partnerships, corporations, limited liability companies and trusts, which are not natural persons, may be required to deliver, in addition to the foregoing documents, such additional agreements, certificates, representations and other documents as the Company or its counsel deems appropriate to establish, among other things, the authority of such investor to acquire the Units, the suitability of such investments for such investor, and the ability of such investor to meet any other requirements imposed by the Company for an investment in the Units.

The Company has the unconditional right to accept or reject any Subscription. If the Company rejects any Subscription, it will return the Subscriber's tendered funds, if any, without interest or deduction, with notice of such rejection.

Page 15 of 54

THE BUSINESS ABOUT FRANKLIN MINING, INC. AND MINERALES EL CARMEN PARACAS SAC MINERALES PARACAS SAC

Executive Summary The Business Franklin Mining, Inc. (referred to as “Franklin Mining”), a Nevada corporation has executed a Joint Venture Agreement with Minerales El Carmen Paracas S.A.C. (referred to as “MEC”) a company registered in Peru. Please see attached copy of the Joint Venture Agreement as “Attachment A”. Henceforth, the joint venture partners shall be called in this document as “FRANKLIN/MEC JV”.

The purpose of the agreement is purchase, process, explore and market the following minerals: a) Gold; b) Copper; and c) other minerals which is the subject of exploration, in accordance with the Operating Agreement and the Mining Permits issued by the Government of Peru in favor of MEC. There are two (2) Project Sites that is the subject of the Joint Venture Agreement, namely: 1) The IOCG – Projects, Humay District, Rubini Project; and 2) ______________________.

Both sites are located in Peru.

Franklin Mining is seeking to raise up to $25,000,000.00 from qualified and eligible investors in accordance with the rules as specified in the Offering Documents.

The following documents will support the intention of Franklin Mining to raise $25,000,000.00 from potential investors and strategic partners: Item No.

Attachment

Particulars

1.

“A”

2.

“B”

3.

“C”

4.

“D”

5.

“E”

6.

7.

“F” “G”

8.

9.

10.

“H” “I” “J”

11.

“K”

12.

“L”

13.

“M”

Copy of the Joint Venture Agreement between MEC and Franklin Mining PowerPoint Presentation of the IOG – Projects, Humay District, Rubini Project; Project Feasibility Studies for the Second Project Site called: Geological Report conducted by SGS dated ____________________ Soil Test Conducted by Laboratorio Quimico Conde Morales Mining Operation Flow Chart PERT/CPM Copies of the Mining Permits (current) issued by the Bureau of Mines of Peru Company Profile of MEC Company Profile of Franklin Mining Inc. Cash Flow Projections (Direct and Indirect Costs) Flow Chart on How the Minerals will be sold to Buyers?

Sample and Partial List of Possible Buyers of Mineral Products Possible Credit Insurance Issuer/s Page 16 of 54

Our Strategy The strategy is to create value for investors. The proven reserves for Gold and other minerals will sustain the increase in income of the project, thus an added value to investors.

Statistics would show that prices of gold in the market place are still attractive for investments. Therefore management anticipates that capital values will grow through:

ďƒź

An increase in the value of investments, driven by efficient and improved management of the mining operation, plus adherence to good corporate governance and transparency to shareholders;

ďƒź

The application of proper and appropriate financial engineering especially related to trade and equipment finance;

Management There are two senior executives of the Company, Mr. William Petty and Mr. Fernando M. Sopot. Together they have a combine experience both in Mining and Financing for more than 50 Years. Mr. Petty has been with Franklin Mining since new owners took over the new Franklin Mining. On the other hand, Mr. Sopot is the President of Global First Financial Partners, Inc. (GFFP). The website is www.globalfirstfinancial.net, a project development and project finance company, and the Founder and Charter President of a non-profit organization registered in the State of New Jersey called Council for Trade and Investment Promotion (CTIP), an international trade and investment promotion organization. The website is www.councilfortradeandinvestment.org.

Together they have a combined thirty six years experience in the pub industry.

There are other executives that will support the above-mentioned senior executives in the operation of Franklin Mining. They are as follows: Item No. 1.

2.

3.

4.

Position in the Company Chief Chief Chief Chief

Name of Officer

Years of Experience

Finance Officer Mining Engineer Technical Marketing & Bus. Dev.

Page 17 of 54

RIGHTS AND POWERS OF PURCHASERS OF PREFERRED STOCK The purchasers of Preferred Stock will take no part in management of the company. The financial exposure of purchasers of Preferred Stock is limited to their investment and the income tax consequences relating to any dividends declared by the Company, if any.

INCOME TAX CONSIDERATIONS BECAUSE THE TAX CONSEQUENCES OF AN INVESTMENT IN THE COMPANY MAY BE DIFFERENT FOR DIFFERENT INVESTORS, EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN TAX ADVISOR TO BE SATISFIED AS TO THE Page 18 of 54

INCOME AND OTHER TAX CONSEQUENCES OF HIS, HER OR ITS INVESTMENT. POSSIBLE TAX CHANGES Federal income tax laws are subject to change as well as varying interpretation by Congress, the Executive Branch of the Federal Government and the Federal Courts. Any such changes may be made on a retroactive basis. Potential investors are strongly urged to consider on-going developments in this area and to consult their own tax advisors in assessing the tax aspects of an investment in the Company.

TRANSFER RESTRICTIONS A market for the Preferred Stock of the Company is not expected to develop and an investor will not be able to liquidate his, her or its investment readily. Restrictions on transfer are imposed by federal and state securities law. Purchasers of the Preferred Stock will be required to confirm in writing that the Preferred Stock will not be disposed of in the absence of an effective registration statement covering the Preferred Stock under the 33 Act, or an opinion of counsel satisfactory to the Company that registration is not required under the 33 Act or under the securities laws of any state. Because the Preferred Stock will be acquired in a transaction not involving a public offering, they will be "restricted securities" as defined in Rule 144 under the 33 Act. An investor must be in a position to hold the Common Stock indefinitely.

LITIGATION From time to time, the Company may become involved in various claims and lawsuits that are incidental to its business. There are no legal proceedings pending against the Company.

SUITABILITY STANDARDS The Units of securities offered by the Company is being offered and sold solely to “Accredited Investors,� as defined in Rule 501 of Regulation D, promulgated under the Securities Act of 1933, as amended (the "1933 Act"). To be an Accredited Investor, a prospective investor must fit within at least one of the following categories: 1.

Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of purchase exceeds $1,000,000;

2.

Any natural person who had an individual income in excess of $200,000 in each of the two recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

3.

Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Common or preferred, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D and has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of the prospective investment.

4.

Any entity in which all of the equity owners are accredited investors;

5.

Any bank as defined in section 3(a)(2) of the 1933 Act, or any savings and loan Page 19 of 54

association or other institution, as defined in section 3(a)(5)(A) of the 1933 Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934, as amended; any insurance company as defined in section 2(13) of the 1933 Act; any investment company registered under the Investment Company Act of 1940, as amended, (the “Investment Company Act”) or any business development company defined in section 2(a)(48) of the Investment Company Act as a closed-end company, operated for the purpose of investing in securities described in Sections 55 (a)(1) through (3) of the Investment Company Act and which makes available “Significant Managerial Assistance” with respect to the issuers of such securities and has elected to be regulated pursuant to Sections 55 through 65 of the Investment Company Act as a business development company; any Small Business Investment Company licensed by the U.S. Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan with total assets in excess of $5,000,000 established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees; or any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or if a self-directed plan, with investment decisions made solely by persons that are accredited investors; 6.

Any private business development company defined in Section 202(a)(22) of the Investment Advisers Act of 1940 as amended, as a company which is a business development company (as defined above) but which need not be closed-end and need not elect to be subject to regulation under Sections 55 through 65 of that Act.;

7.

Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Common Stock offered, with total assets in excess of $5,000,000; and

8.

Any director or executive officer of the Company.

Page 20 of 54

NOTICES All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be deemed duly given or made (a) when personally delivered to the intended recipient (or an officer of the intended recipient) or when sent by telecopy or facsimile followed by the mailing of a copy as set forth in clause (b) or (c) below; (b) on the business day after the date sent when sent by national recognized overnight courier service; or (c) four (4) business days after it is sent by registered or certified mail, return receipt requested, postage prepaid if to the Company, to its address set forth in Section 2.4, and if to any Shareholder, to the address set forth in the register of Shareholders. Any party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth.

All notices shall be sent, via Certified Mail, to: Franklin Mining, Inc. 318 N. Carson St. Suite 208, Carson City Nevada 89701, U.S.A. GOVERNING LAW This Agreement shall be construed in accordance with and governed by the internal laws of Las Vegas, Nevada, without regard to principles of conflicts of law.

ADDITIONAL INFORMATION The Company will make available to qualified prospective investors access to such information as they may request, including an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of the Offering. In addition, copies of basic documents and material contracts, if any, of the Company will be made available upon request. Inquiries with respect to obtaining additional information should be directed to FRANKLIN MINING, INC.

Page 21 of 54

EXHIBIT A: SUBSCRIPTION AGREEMENTS AND PURCHASER QUESTIONNAIRES Exhibit A-1: Individuals Exhibit A-2: Corporations, Trusts, Limited Partnerships, Employee Benefit Plans, General Partnerships, Others

FRANKLIN MINING, INC. A Delaware Company (Stock Symbol: OTCMKTS US: FMNJ)

SUBSCRIPTION AGREEMENT AND PURCHASER QUESTIONNAIRE Please check appropriate box for individual subscription: Individual Subscription

Self Directed Pension Plans

Other _________________

One copy of this Subscription Agreement and Purchaser Questionnaire for Individuals and Self-Directed Pension Plans should be completed, signed, dated and delivered to FRANKLIN MINING, INC. a Delaware Company, with address at 318 N. Carson St. Suite 208 ,Carson City Nevada 89701, U.S.A., telephone number: (___)___-____; (___) ___-____, and email address: _______________________ and ________________________.

The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase and does subscribe for ________ Units (the “Units”) of FRANKLIN MINING, INC, a Delaware Company, (the “Company”), at $10,000.00 per unit equivalent to 5,000 Preferred Shares at $2.00 per Share. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement and Questionnaire for Individuals and Self-Directed Pension Plans (“Subscription Agreement”) and the Private Placement Memorandum of the Company dated December 15, 2014, as amended or supplemented from time to time, including all attachments, schedules and exhibits thereto (the “Memorandum”) concerning the Company and the offering of Units (the “Offering”). The terms of the Offering are more completely described in the Memorandum and such terms are incorporated herein in their entirety. Certain capitalized terms used but not otherwise defined herein shall have the respective meanings provided in the Memorandum. The undersigned understands that this subscription may be accepted or rejected in whole or in part by the Company in its sole discretion and that this subscription is and shall be irrevocable unless the Company for any reason rejects this subscription.

In payment for my Units, I have (check applicable box): Page 22 of 54

(a)

Enclosed a check, payable to: Chase Bank as Escrow Agent for FRANKLIN MINING, INC. ____________________ ____________________ ABA No. _____________, Account No. ________________ $ .

(b)

Personally wired $ from my account to: Chase Bank as Escrow Agent for FRANKLIN MINING, INC. ____________________ ____________________ ABA No. _____________, Account No. _________________.

A. Representations and Warranties of the Purchaser The Purchaser hereby represents and warrants to the Company as follows: 1. The Purchaser is over 21 years of age and is legally competent to execute this Subscription Agreement.

2. The Purchaser has received a copy of the Memorandum, and has carefully reviewed and understood it and recognizes the substantial risk of an investment in Units of the Company.

3. The Purchaser has adequate means of providing for his, her or its current needs and personal contingencies and has no need for liquidity in this investment. The Purchaser acknowledges that an investment in the Units involves a high degree of risk and the Purchaser can afford the risks of an investment in the Company, including the risk of losing his, her or its entire investment.

4. The Purchaser understands that the Company is a start-up company that has limited assets, that is in the process of developing various lines of business, that has not to date generated significant revenues, and that does not know with any certainty when it will begin to generate revenues.

5. The Purchaser has been furnished all materials relating to the Company, its proposed activities and this Offering which he has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any representations or information set forth in the Memorandum. A representative of the Company has answered all inquiries that the Purchaser has made concerning the Company and its activities or any other matters relating to the Offering of Units.

6. The Purchaser understands that the offering and sale of Units of the Company is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act�) and any state securities act, in reliance upon Section 4(2) of the Securities Act and Regulation D promulgated there under. There are substantial restrictions on the transferability of the Units. The Purchaser understands that he, she or it may have to bear the economic risk of the investment in Units for an extended period of time. The Purchaser is unaware of, is in no way relying on, and did not become aware of, the offering of the Units through, or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, in connection with the offering and sale of the Units and is not subscribing for Units and did not become aware of the offering of the Units Page 23 of 54

7.

8.

9.

10.

11.

12.

13.

through or as a result of any seminar or meeting to which the Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchaser in connection with investments in securities generally.

The Purchaser meets the requirements of at least one of the suitability standards for an “accredited investor” as set forth in the Accredited Investor Certification section set forth below. Due to the fact that Units are being offered and sold only to “accredited investors,” the offering and sale of Units is not subject to any prescribed information disclosure requirements under the Securities Act. Accordingly, disclosures have not been made which are as complete or detailed as would be found in a prospectus or private placement memorandum subject to the specific disclosure rules of the Securities Act. The Purchaser (a) has sufficient knowledge and experience in financial, investment and business matters to be capable of evaluating the merits and risks of investment in the Company, and (b) is acquiring Units solely for his own account and not with a view toward the resale or distribution thereof.

No oral or written representations have been made or oral or written information furnished to the Purchaser or his representative on behalf of the Company in connection with the Offering other than those set forth in the Memorandum and the accompanying Exhibits.

All the information which the Purchaser is furnishing herewith to the Company is correct and complete as of the date of this Subscription Agreement.

Neither the Securities and Exchange Commission nor any state securities commission has approved the Units or passed upon or endorsed the merits of the Offering or confirmed the accuracy or determined the adequacy of the Memorandum. The Memorandum has not been reviewed by any Federal, state or other regulatory authority.

The Purchaser agrees to the placement of a legend on any certificate or other document evidencing ownership of the Units subscribed for hereby stating that the Units have not been registered under the Securities Act (and a stop transfer may be placed with respect thereto).

The representations and warranties contained herein shall survive the execution of this Subscription Agreement and in the event that any such representation shall no longer be true, the Purchaser agrees to give written notice thereof to the Company.

B. Representations and Warranties of the Company The Company represents and warrants to the undersigned that the following are true and correct as of the date of acceptance of this Subscription Agreement: 1. Duly Formed, Qualifications and Company Power. The Company is a Delaware Corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified to transact business as a domestic corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform the Subscription Agreement, and to issue, sell and deliver the Units.

2. Authorization of Agreements, etc. The execution and delivery by the Company of the Subscription Agreement, the performance by the Company of its obligations hereunder, and the issuance, sale and delivery of the Units, have been duly authorized by all requisite company action and will not violate any provision of law, any order of any court Page 24 of 54

or other agency of government, the Certificate of Incorporation of the Company (the “Charter”) or any provision of any indenture, agreement or other instrument to which the Company is a party or by which any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company. Upon issuance of the Units, the Units shall be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company.

3. Validity. This Subscription Agreement, when duly executed and delivered by the Company, will constitute the legal, valid and binding obligation of the Company, enforceable in accordance with its terms.

4. Survival. The foregoing representations and warranties shall survive the execution of this Agreement.

C. Questionnaire Your answers will be kept strictly confidential at all times; however, the Company may present this Questionnaire to such parties (including governmental entities) as it deems appropriate in order to assure itself and such entities that the offer and sale of the Units will not result in a violation of the registration provisions of the Act or the securities laws of any state.

If the answer to any question is “None” or “Not Applicable,” please so state.

1.

Financial Status. Please answer the following questions concerning your financial status by marking the appropriate box.

1.1. Does your individual or joint (together with your spouse) net worth, which for purposes of this question shall mean the excess of all of your assets (including home, furnishings and automobiles) based upon current fair market value, less your liabilities, exceed $1,000,000? (For purposes of this question, a self-directed pension plan or tax-exempt retirement account may include the net worth of the beneficiary of such plan or account.)

Yes No 1.2. Has your individual income been in excess of $200,000 (or joint income together with your spouse in excess of $300,000) in each of the two most recent years and do you have a reasonable expectation of reaching the same income level in the current year?

Yes No 1.3. For each of the calendar years 2012 and 2013, your “individual” or joint (together with your spouse) income from all sources was, and for the calendar year 2004 Page 25 of 54

your individual or joint (together with your spouse) income from all sources is expected to be, as follows: Individual Joint Year Total Income Total Income 2012 $__________ $__________

Up to $200,000

$_________

$200,001-$300,000 $_________ more than $300,000 $_________

$__________ 2013 $__________ $__________ $__________ 2014 $__________ (Estimated) $__________

Up to $200,000

$_________

$200,001-$300,000 $_________ more than $300,000 $_________ Up to $200,000

$_________

$200,001-$300,000 $_________ more than $300,000 $_________

$__________ 2. Financial Background. Please respond to the following questions, supplying as much detail as possible in order to make your answers complete.

2.1. Please list all educational institutions you have attended (at or above college level), and indicate the dates attended and the degree(s), if any, obtained from each.

From

To

Institution

Degree

2.2. Indicate your principal business experience or other occupations during the last five years (please also indicate if you are self-employed). Please list your present, or most recent, position first and the others in reverse chronological order. (If retired, please provide such information for the five years prior to retirement.)

From

To

Name and Address (City and State) of Employer

Position

2.3. Indicate by check mark which of the following categories best describes the extent of your prior experience in the areas of investment listed below: Page 26 of 54

Substantial Experience

Some Experience

No Experience

Marketable securities Securities for which no public market exists For those investments for which you indicated “substantial experience” or “some experience”, please answer the following additional questions by checking the appropriate box: Do you make your own investment decisions with respect to such investments?

Always

Frequently

Usually

Rarely

2.4. Please provide in the space below any additional information which would indicate that you have sufficient knowledge and experience in financial and business matters so that you are capable of evaluating the merits and risks of investing in restricted securities of a private enterprise such as the Company.

2.5. Do you have adequate means of providing for your current needs and personal contingencies and have no need for scheduled distributions or liquidity in this investment?

Yes No 2.6.

Are you aware that the proposed offering of the Company’s common stock will involve non-marketable, non-transferable securities requiring your capital investment to be maintained for an indefinite period of time (subject to the withdrawal provisions of the Memorandum)?

Yes No

3.

Litigation: Do you know of any pending or threatened litigation the outcome of which could adversely affect the answer to any question hereto?

Yes No

Page 27 of 54

D. Indemnification

The undersigned hereby agrees to indemnify and hold harmless the Company, and all officers, directors and employees of the Company from any and all damages, losses, costs and expenses (including reasonable attorneys’ fees) which any such person or entity may incur by reason of any breach by the undersigned of any covenants or representations contained in this Subscription Agreement.

E. Non-revocable subscription; entire agreement; applicable law

This Subscription is not revocable by the undersigned and constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may not be amended orally. This Agreement shall be construed in accordance with and be governed by the laws of Las Vegas, Nevada.

F. Applicable Law; Submission to Jurisdiction.

This Subscription Agreement shall be governed by and construed in accordance with the laws of Las Vegas, Nevada relating to contracts entered into and to be performed wholly within such State. The Purchaser hereby irrevocably submits to the jurisdiction of the Laws of Las Vegas court over any action or proceeding arising out of or relating to this Subscription Agreement or any agreement contemplated hereby, and the Purchaser hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such court. The Purchaser further waives any objection to venue and any objection to an action or proceeding on the basis of inconvenient forum. The Purchaser further agrees that any action or proceeding brought against the Company or the Placement Agent shall be brought only in Las Vegas. THE PURCHASER AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SUBSCRIPTION AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY. Notwithstanding the foregoing, Purchaser agrees that any dispute with the Placement Agent shall be resolved in accordance with any applicable arbitration agreement that the parties have entered into.

All disputes arising out of or relating to this Agreement and all actions to enforce this Agreement may be adjudicated in the state courts of Nevada or the federal courts sitting in New Jersey, New Jersey and the undersigned irrevocably submits to the jurisdiction of such courts in any suit, action or proceeding arising out of or relating to this Agreement or in any action to enforce this Agreement. So far as is permitted under applicable law, this consent to personal jurisdiction shall be self-operative and no further instrument or action, other than service of process or as permitted by law, shall be necessary in order to confer jurisdiction upon the person of the undersigned in any such court.

PLEASE PRINT ALL INFORMATION AS LEGIBLE AS POSSIBLE IN WITNESS WHEREOF, I have executed this Subscription Agreement Page 28 of 54

this

day of

, 2014.

____________________________________________________________________________________ List name(s) as they are to appear on stock certificate _________________________________ Purchaser Name (type or print)

_________________________________ Co-Purchaser Name (if applicable)

_________________________________ Purchaser Social Security Number

_________________________________ Co-Purchaser Social Security Number (if applicable)

_________________________________ Residence Address

_________________________________ Business Address

_________________________________ City, State and Zip Code

_________________________________ City, State and Zip Code

_________________________________ Residence Telephone No.

_________________________________ Business Telephone No.

_________________________________ E-mail address

Indicate where notices should be sent: Residence Business

X_______________________________

X________________________________

Purchaser Signature

Co-Purchaser Signature (if applicable)

TO BE COMPLETED BY ISSUER: SUBSCRIPTION ACCEPTED AND AGREED TO this

day of

, 2014

FRANKLIN MINING, INC.

By:____________________________ NAME:_____________________ Title: ______________________

Page 29 of 54

APPENDIX A The illiquidity of and significant risks associated with an investment in FRANKLIN MINING, INC. makes the purchase of Units suitable only for an investor who has substantial income or net worth, who has no need for liquidity with respect to the investment, who can bear the risk of a complete loss of the investment, who understands the nature of the risks involved and who has adequate means of providing for his or her current and foreseeable needs and personal contingencies. Accordingly, you will only be permitted to purchase FMNJ Units if you are able to bear indefinitely the economic risk of their investment and you otherwise satisfy the suitability standards described herein.

The Units being subscribed for have not been registered or qualified with the SEC or by any state securities administrator. The offering of Units is being made in reliance on certain exemptions from such registration or qualification requirements. The availability of these exemptions is dependent upon, among other things, the investment intent and qualifications of each prospective investor. In no event will the Units be sold to you if you are not an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. An “accredited investor” includes any person or entity who we reasonable believe comes within one of the following categories: (1)

An individual having a net worth with spouse (including automobiles, principal residence and furnishings) at the time of purchase, individually or jointly, in excess of $1,000,000; or

(2)

An individual whose individual income was in excess of $200,000 in each of the two most recent years, or whose joint income with spouse was in excess of $300,000 in each of those years, and who reasonably expects his individual or joint income with his investor’s spouse to reach such level(s) in the current year; or

(3)

A corporation, partnership, limited liability company, Massachusetts or similar business trust, not formed for the specific purpose of acquiring the Units, having total assets in excess of $5,000,000; or

(4)

A bank, savings and loan association or other similar institution (as defined in Sections 3(a)(2) and 3(a)(5)(A) of the Securities Act); or

(5)

An insurance company (as defined in Section 2(13) of the Securities Act); or

(6)

An investment company registered under the Investment Company Act of 1940; or

(7)

A business development company (as defined in Section 2(a)(48) of the Investment Company Act of 1940) or a private business development company (as defined in Section 202(a)(22) of the Investment Advisors Act of 1940); or

(8)

A Small Business Investment Company licensed by the U.S. Small Business Administration under Sections 30 1(c) or (d) of the Small Business Investment Act of 1958; or

(9)

A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended; or

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(10)

A trust (other than a tax-exempt trust) with total assets in excess of $5,000,000 not formed for specific purpose of acquiring Units, whose purchase is directed by a sophisticated investor (i.e., a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Units); or

(11)

An entity in which all of the equity owners are accredited investors.

In executing this Subscription Agreement, you will be representing in writing that you meet the requirements outlined above. In addition, you will be representing that you are acquiring Units for investment purposes only, with no intention of reselling or further distributing such Units, and that the Units will not be transferred or otherwise resold except in compliance with the Securities Act, and any applicable state securities laws.

The suitability standards referred to above represent minimum suitability requirements for prospective investors. Accordingly, the satisfaction of such standards by you does not necessarily mean that the Units are a suitable investment for you or that you subscription for Units will be accepted. YOU ARE URGED TO CONSULT WITH YOUR OWN LEGAL, TAX AND FINANCIAL ADVISORS REGARDING YOUR INDIVIDUAL CIRCUMSTANCES AND THE SUITABILITY OF AN INVESTMENT IN FRANKLIN MINING, INC.

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APPENDIX B (Authorization to Transfer Funds) To:

FRANKLIN MINING, INC. c/o Chase Bank ___________________ ___________________

Please use this form as your authorization to transfer $ _____________ from my account to FRANKLIN MINING, INC. account # ________________, registered in the name of ______________________________________, using the following wire transfer instructions: Chase Bank as Escrow Agent for FRANKLIN MINING, INC. __________________ __________________ ABA No. ___________ Account No. _________________.

Sincerely,

X

X Date

X

Signature of account holder

X Date

Signature of joint-account holder (if applicable)

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APPENDIX C Personal Representative Disclosure Statement You will be eligible to invest in the Company only if you, either alone or together with your “Personal Representative� (such as an investment advisor, attorney, accountant or other consultant), have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of an investment in the Company and have the capacity to protect your own interests in connection with your proposed investment in the Company. Do you intend to have a Personal Representative advice you in order to meet this requirement?

Yes No In accordance with federal and state securities laws, your representative must satisfy the following conditions: 1. He or she may not be an affiliate, director, officer or other employee of the Company or a beneficial owner of ten percent or more of any class of the equity securities of the Company, except where you are: a. A relative of the representative by blood, marriage or adoption not more remote than first cousin; b. A trust or estate in which the representative and any persons related to him or her as specified in clause (i) above or clause (iii) below collectively have more than fifty percent of the beneficial interest (excluding contingent interest) or of which the representative serves as trustee or executor or in any similar capacity; or c. A corporation or other organization of which the representative and any persons related to him or her as specified in clause (i) or (ii) above collectively are the beneficial owners of more than fifty percent of the equity securities (excluding directors= qualifying shares) or equity interests; and 2. The representative must have such knowledge and experience in financial and business matters that he or she is capable of evaluating, alone or together with your other representatives or together with you, the merits and risks of the prospective investment in the Company.

If you are engaging a Personal Representative, your subscription cannot be accepted by the Company until you furnish to the Company a copy of a completed and signed Personal Representative Questionnaire and Investor Acknowledgment below. That document must be dated prior to the date of your subscription.

To the best of my knowledge and belief, the above information supplied by me is true and correct in all respects. I agree that I will notify the Company immediately of any material change in any of the foregoing information prior to consummation of my purchase of the Units of Common Stock. I understand that the information being furnished in this Questionnaire is required to enable the Company to determine whether offers and sales to me of shares of the Common Stock of the Company may be made without registration Page 33 of 54

under federal and state securities laws.

Date: ____________2014

____________________________________ Signature (of Investor) ____________________________________ Print Name

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APPENDIX D Personal Representative Questionnaire This information on this questionnaire is provided in connection with the offer of the Units of Common Stock by FRANKLIN MINING, INC., a Delaware Company (the “Company�), to _________________________ ("Investor").

You acknowledge that you are acting as the professional representative and investment advisor for Investor in connection with the above-described transaction.

1.

Identification of Personal Representative: Name:________________________________________________________________________ Age: ____________ Address:______________________________________________________________________ _____________________________________________________________________________ Business Telephone Number:_____________________________________________________

2.

Present occupation or position, indicating period of such practice or employment and field of professional specialization, if any: _____________________________________________________________________________ _____________________________________________________________________________

3.

List business or professional education background (including the college attended, major, degrees received), if any: _____________________________________________________________________________ _____________________________________________________________________________

4.

List professional licenses or registrations, including bar admissions, accounting certifications, real estate brokerage licenses, and SEC, NASD, or state broker/dealer registrations: _____________________________________________________________________________ _____________________________________________________________________________

5.

Describe the nature of investments that you have previously evaluated: _____________________________________________________________________________ _____________________________________________________________________________

6.

Describe previous evaluations of investments made by you in connection with your own investments, those of your clients, or those of other persons: _____________________________________________________________________________ _____________________________________________________________________________

7.

State the length of time you have known the investor and in what capacity: _____________________________________________________________________________

8.

(a)

Do you or any of your affiliates have any material economic or business relationship with the Company?

Yes No

(b)

Has any such material relationship existed at any time during the previous two years?

Yes No Page 35 of 54

(c)

Is any such material relationship now being mutually contemplated?

Yes No

If the answer is YES to any of the above three questions, please explain in detail on an attached sheet the nature of such relationship and the amount of compensation received or to be received as a result of such relationship.

9.

In advising Investor in connection with the proposed investment of Investor in those Rights, will you be relying in part on Investor's own expertise, or on the expertise of any officer, director, or controlling person of Investor, in certain areas?

Yes No If the answer is YES, please explain.

10.

In advising Investor in connection with the prospective investment, will you be relying in part on the expertise of an additional representative or representatives?

Yes No If the answer is YES, please provide the name and address of such additional representative or representatives: ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ 11.

Representations and Warranties of Undersigned:

I understand that the Company will be relying on the accuracy and completeness of my responses to the foregoing questions and I represent and warrant to the management and the Company as follows: (a) I am acting as a Professional Representative and investment advisor for Investor in connection with the proposed purchase of Preferred Stock in the Company, and in Investor's prospective investment in the Company. (b) The answers to the above questions are complete and correct and may be relied upon by the Company in determining whether the offer, acquisition, and transfer of the Preferred Stock to Investor are exempt from registration under the Securities Act of 1933 and any state securities laws. (c) I have disclosed to Investor in writing, before Investor's acknowledgment of me as its professional adviser and investment representative, any material relationship with the Company disclosed in answer to question 8 above. (d) I personally (or, if I have checked YES in question 9, together with Investor) have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of Investor's investment in the Company.

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(e) ____[I/we] have had an opportunity to request the business records, articles of organization, bylaws and Subscription Agreement and have reviewed, or not reviewed at my/our option, and ask questions of the Company’s president. (f) The management and the Company have made available to me all documents relating to the transfer of, and resultant investment in, the Preferred Stock that I may have requested and have provided answers to all of my questions concerning the business of the Company, necessary to verify the accuracy of the information described in (e) above. (g) In evaluating the suitability of an investment in the Preferred Stock by Investor, I have relied solely on the representations and other information set forth in this Letter Offering or contained in any documents or answers to questions furnished to me by the Company. (h) ___[I/we] will notify the Company immediately if any material change in any statement made in this document occurs before the execution of the proposed Subscription Agreement.

Date: __________200___

By: __________________________________ Signature of Personal Representative ___________________________________ Print Name ___________________________________ Title

Page 37 of 54

FRANKLIN MINING, INC. A Delaware Company (Stock Symbol: OTCMKTS US: FMNJ)

SUBSCRIPTION AGREEMENT AND PURCHASER QUESTIONNAIRE Please check appropriate box for organization subscription: Corporations Trusts Limited Partnerships Employee Benefit Plans General Partnerships Other ________________ One copy of this Subscription Agreement and Purchaser Questionnaire for Corporations, Trusts, Limited Partnerships, Employee Benefit Plans, and General Partnerships should be completed, signed, dated and delivered to FRANKLIN MINING, INC., 318 N. Carson St. Suite 208 ,Carson City Nevada 89701, U.S.A., telephone number: (___)___-____ and (___)___-____. E-mail address:________________________ and ___________________________.

The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase and does subscribe for _______ Units (the “Units”) of FRANKLIN MINING, INC., a Delaware Company (the “Company”), at $10,000.00 per unit. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement and Questionnaire for Organizations (“Subscription Agreement”) and the Private Placement Memorandum of the Company dated _____________, as amended or supplemented from time to time, including all attachments, schedules and exhibits thereto (the “Memorandum”) concerning the Company and the offering of Units (the “Offering”). The terms of the Offering are more completely described in the Memorandum and such terms are incorporated herein in their entirety. Certain capitalized terms used but not otherwise defined herein shall have the respective meanings provided in the Memorandum. The Purchaser understands that this subscription may be accepted or rejected in whole or in part by the Company in its sole discretion and that this subscription is and shall be irrevocable unless the Company for any reason rejects this subscription.

In payment for my Units, I have (check applicable box): (a) Enclosed a check, payable to: Chase Bank as Escrow Agent for FRANKLIN MINING, INC. ___________________ ___________________ ABA No. ___________ Account No. ________________. $ . (b) Personally wired $ from my account to: Chase Bank as Escrow Agent for FRANKLIN MINING, INC. ____________________ ____________________ ABA No. _____________. Account No. _____________

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A. Representations and Warranties of the Purchaser

The Purchaser hereby represents and warrants to the Company as follows: (1) The Purchaser: (a) was not formed for the specific purpose of acquiring the Units; (b) is duly organized, validly existing and in a company that has limited assets, that is in the process of developing various lines of business, that has not to date generated significant revenues, and that does not know with any certainty when it will begin to generate revenues.

(2) The Purchaser has adequate means of providing for his, her or its current needs and personal contingencies and has no need for liquidity in this investment. The Purchaser acknowledges that an investment in the Units involves a high degree of risk and the Purchaser can afford the risks of an investment in the Company, including the risk of losing his, her or its entire investment.

(3) The Purchaser understands that the Company is a start-up company that has limited assets, that is in the process of developing various lines of business, that has not to date generated significant revenues, and that does not know with any certainty when it will begin to generate revenues (4) The Purchaser has been furnished all materials relating to the Company, its proposed activities and this Offering which he has requested and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any representations or information set forth in the Memorandum. A representative of the Company has answered all inquiries that the Purchaser has made concerning the Company and its activities or any other matters relating to the Offering of Units.

(5) The Purchaser understands that the offering and sale of Units of the Company is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and any state securities act, in reliance upon Section 4(2) of the Securities Act and Regulation D promulgated there under. There are substantial restrictions on the transferability of the Units. The Purchaser understands that he, she or it may have to bear the economic risk of the investment in Units for an extended period of time. The Purchaser is unaware of, is in no way relying on, and did not become aware of, the offering of the Units through, or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, in connection with the offering and sale of the Units and is not subscribing for Units and did not become aware of the offering of the Units through or as a result of any seminar or meeting to which the Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchaser in connection with investments in securities generally.

(6) The Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act (see Appendix A to this Subscription Agreement for the definition of an accredited investor). Due to the fact that Units are being offered and sold only to “accredited investors,” the offering and sale of Units is not subject to any prescribed information disclosure requirements under the Securities Act. Accordingly, disclosures have not been made which are as complete or detailed as would be found in a prospectus or private placement memorandum subject to the specific disclosure rules of the Securities Act.

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(7) The Purchaser (a) has sufficient knowledge and experience in financial, investment and business matters to be capable of evaluating the merits and risks of investment in the Company, and (b) is acquiring Units solely for its own account and not with a view toward the resale or distribution thereof.

(8) No oral or written representations have been made or oral or written information furnished to the Purchaser or his representative on behalf of the Company in connection with the Offering other than those set forth in the Memorandum and the accompanying Exhibits.

(9) All the information which the Purchaser is furnishing herewith to the Company is correct and complete as of the date of this Subscription Agreement.

(10)Neither the Securities and Exchange Commission nor any state securities commission has approved the Units or passed upon or endorsed the merits of the Offering or confirmed the accuracy or determined the adequacy of the Memorandum. The Memorandum has not been reviewed by any Federal, state or other regulatory authority.

(11)The Purchaser agrees to the placement of a legend on any certificate or other document evidencing ownership of the Units subscribed for hereby stating that the Units have not been registered under the Securities Act (and a stop transfer may be placed with respect thereto).

(12)The consummation of the transactions contemplated hereby does not conflict with, and will not result in a violation of state law or of the Purchaser’s charter or other organizational documents. The execution and delivery of this Subscription Agreement has been duly authorized and has been duly executed and delivered on behalf of the Purchaser and is a legal, valid and binding obligation of the Purchaser enforceable in accordance with its terms. The execution and delivery of this Subscription Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound.

(13)The representations and warranties contained herein shall survive the execution of this Agreement and in the event that any such representation shall no longer be true, the Purchaser agrees to give written notice thereof to the Company.

B. Representations and Warranties of the Company The Company represents and warrants to the Purchaser that the following are true and correct as of the date of acceptance of this Subscription Agreement: 1. Duly Formed, Qualifications and Company Power . The Company will be registered under the Laws of Puerto Rico. It is a quasi corporation qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform the Subscription Agreement, and to issue, sell and deliver the Units.

2. Authorization of Agreements, etc. The execution and delivery by the Company of the Subscription Agreement, the performance by the Company of its obligations hereunder, and the issuance, sale and delivery of the Units, have been duly authorized by all Page 40 of 54

requisite company action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation of the Company (the “Charter”) or any provision of any indenture, agreement or other instrument to which the Company is a party or by which any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company. Upon issuance of the Units, the Units shall be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company.

3. Validity. This Subscription Agreement, when duly executed and delivered by the Company, will constitute the legal, valid and binding obligation of the Company, enforceable in accordance with its terms.

4. Survival. The foregoing representations and warranties shall survive the execution of this Agreement.

C. Questionnaire

Your answers will be kept strictly confidential at all times; however, the Company may present this Questionnaire to such parties (including governmental entities) as it deems appropriate in order to assure itself and such entities that the offer and sale of the Units will not result in a violation of the registration provisions of the Act or the securities laws of any state.

As used in this Purchaser Questionnaire, the term “Organization”, unless otherwise indicated, refers to any corporation, trust, employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”), or other association or similar entity which may purchase Units in the Company.

If the answer to any question is “None” or “Not Applicable,” please so state.

1.

Name and Organizational Information.

Name of Organization __________________________________________________________ Type of Organization __________________________________________________________ (e.g., corporation, trust, limited or general partnership, employee benefit plan)

Date of Formation/Incorporation __________________________________________________________ State or Jurisdiction of Formation or Incorporation ___________________________________________________

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Please provide the organizational documents of the Organization (e.g., certificate of incorporation, by-laws, partnership agreement, etc.).

2.

Information Regarding Principals.

2.1.

Name

Please provide the names, addresses, positions or titles and ages of all executive officers, trustees or general partners who are authorized to make decisions and to act with respect to investments by the Organization generally.

Address

Position or Title

___________________ _________________________

_____________

___________________ _________________________

_____________

___________________ _________________________

_____________

___________________ _________________________

_____________

___________________ _________________________

_____________

Age

Page 42 of 54

3.

Business Description.

3.1. Please describe the business of the Organization. _________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________

4.

Number of Beneficial Owners of Organization.

4.1.

Please furnish the number of partners, shareholders or beneficiaries, as the case may be, beneficially owning any interest in your organization. If any such person or entity beneficially owns more than 10% of your organization and is a corporation, partnership or trust, please also furnish the number of partners, shareholders or beneficiaries of such entity. __________________________________________________________________________ __________________________________________________________________________

5. Authority.

Please provide the following information concerning the Organization’s specific authority to purchase Units: 5.1.

The name(s) of the officer(s), trustee(s), plan fiduciary (fiduciaries) or partner(s) of the Organization who is (are) authorized to purchase Units and who will be affecting the purchase. (Please provide a copy of the authorization in the form of an appropriate corporate resolution or otherwise.) __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________

5.2.

Indicate by check mark whether permission or authorization from any person other than those listed in the answer to Question 5.1 is necessary in order for the Organization to effect the purchase of Units.

Yes No

5.3.

If the answer to Question 5.2 is “Yes�, please identify all such persons from whom such permission or authorization is necessary. __________________________________________________________________________ __________________________________________________________________________

6.

Financial Condition.

Please answer Questions 6.1 or 6.2 (as appropriate) by circling the appropriate response in said Question and filling in the blanks as indicated.

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6.1.

If the Organization executing this Subscription Agreement and Purchaser Questionnaire is an organization described in Section 501(c) (3) of the Internal Revenue Code of 1986, as amended, or a corporation, trust or a partnership, (i) such Organization was/was not (circle one) formed for the specific purpose of acquiring the securities offered by the Memorandum, and (ii) such Organization has total assets of $_______________.

6.2.

If the Organization has total assets of less than $5,000,000, please have each individual equity owner of such entity answer the questions in Section C of the Subscription Agreement and Purchaser Questionnaire for Individuals and Self-Directed Pension Plans, or of a second copy of this Questionnaire (as appropriate) and attach those pages to this document. (Note: The equity owners of a limited partnership are any partners having an interest in the profits and losses of the partnership, and the equity owners of a revocable trust which may be amended or revoked at any time are its grantors.)

6.3.

If the Organization is an employee benefit plan within the meaning of ERISA, please indicate the name of the plan fiduciary: _________________________; and, the dollar amount of plan assets: $_________________.

QUESTIONS 7 AND 8 NEED BE ANSWERED ONLY IF THE ORGANIZATION HAS TOTAL ASSETS OF LESS THAN $5,000,000.

7.

If the Organization executing this Purchaser Questionnaire is a trust, (i) such trust was/was not (circle one) formed for the specific purpose of acquiring Units, (ii) such trust has total assets in excess of $__________________, and (iii) such trust is/is not (circle one) directed by a “financially capable person.” For the purposes hereof, a “financially capable person” is a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Company.

8.

Financial Experience.

Each person whose name appears in the answer to Question 2 above must answer Questions 8.1, 8.2, 8.3 and 8.4. If more than one individual is named in the answer to Question 2, each individual should answer separately and such answer should be attached to this Questionnaire.

Name(s) of Person(s) Answering Question 8: _________________________________________ 8.1.

Please list all the educational institutions you have attended (at or above college level) and indicate the dates attended and the degree(s), if any, obtained from each.

From

To

Institution

Degree

__________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ 8.2.

Indicate your principal business experience or other occupations during the last five years.

(Please list your present, or more recent, position first and the others in reverse chronological order.)

From

To

Name and Address of Employer

Position

__________________________________________________________________________ __________________________________________________________________________ Page 44 of 54

__________________________________________________________________________ 8.3.

Please provide in the space below any additional information which would indicate that you have sufficient knowledge and experience in financial and business matters so that you are capable of evaluating the merits and risks of investing in restricted securities of a private enterprise such as the Company. In particular, please describe your experience in investing in securities for which no market exists. __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________

8.4.

Are you aware that the proposed offering of Units will involve non-marketable, nontransferable securities requiring the Organization’s capital investment to be maintained for an indefinite period of time?

Yes No

9.

Litigation. Do you know of any pending or threatened litigation the outcome of which could adversely affect the answer to any question hereto?

Yes No D. Indemnification

The Purchaser hereby agrees to indemnify and hold harmless the Company, and all officers, directors and employees of the Company from any and all damages, losses, costs and expenses (including reasonable attorneys’ fees) which any such person or entity may incur by reason of any breach by the Purchaser of any covenants or representations contained in this Subscription Agreement.

E. Non-revocable subscription; entire agreement; applicable law This Subscription is not revocable by the Purchaser and constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may not be amended orally. This Agreement shall be construed in accordance with and be governed by the laws of the State of New Jersey.

F. Applicable Law; Submission to Jurisdiction.

The Purchaser hereby irrevocably submits to the jurisdiction of Puerto Rico court over any action or proceeding arising out of or relating to this Subscription Agreement or any agreement contemplated hereby, and the Purchaser hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such court. The Purchaser further waives any objection to venue in such State and any objection to an action or proceeding in such State on the basis of Page 45 of 54

inconvenient forum. The Purchaser further agrees that any action or proceeding brought against the Company or the Placement Agent shall be brought only in a Puerto Rico court. THE PURCHASER AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SUBSCRIPTION AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY. So far as is permitted under applicable law, this consent to personal jurisdiction shall be self-operative and no further instrument or action, other than service of process or as permitted by law, shall be necessary in order to confer jurisdiction upon the person of the Purchaser in any such court. Notwithstanding the foregoing, Purchaser agrees that any dispute with the Placement Agent shall be resolved in accordance with any applicable arbitration agreement that those parties have entered into.

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PLEASE PRINT ALL INFORMATION AS LEGIBLE AS POSSIBLE IN WITNESS WHEREOF, I have executed this Subscription Agreement this day of , 2014. ____________________________________________________________________________________ List name(s) of Organization, as they are to appear on stock certificate ____________________________________________________________________________________ Name of Organization (type or print) ____________________________________________________________________________________ Name of Officer, Trustee or Partner (type or print) ____________________________________________________________________________________ Address ____________________________________________________________________________________ City, State and Zip Code ____________________________________________________________________________________ Telephone No. ____________________________________________________________________________________ Federal Tax Identification Number

X__________________________________________________________________________________ Signature of Officer, Trustee or Partner

TO BE COMPLETED BY ISSUER: SUBSCRIPTION ACCEPTED AND AGREED TO this

day of

, 2014

FRANKLIN MINING, INC.

By:____________________________ Name:_____________________ Title: _______________________

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APPENDIX A

The illiquidity of and significant risks associated with an investment in FRANKLIN MINING, INC. makes the purchase of Units suitable only for an investor who has substantial income or net worth, who has no need for liquidity with respect to the investment, who can bear the risk of a complete loss of the investment, who understands the nature of the risks involved and who has adequate means of providing for his or her current and foreseeable needs and personal contingencies. Accordingly, you will only be permitted to purchase FRANKLIN MINING, INC. Units if you are able to bear indefinitely the economic risk of their investment and you otherwise satisfy the suitability standards described herein.

The Units being subscribed for have not been registered or qualified with the SEC or by any state securities administrator. The offering of Units is being made in reliance on certain exemptions from such registration or qualification requirements. The availability of these exemptions is dependent upon, among other things, the investment intent and qualifications of each prospective investor. In no event will the Units be sold to you if you are not an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. An “accredited investor” includes any person or entity who we reasonable believe comes within one of the following categories: (1)

An individual having a net worth with spouse (including automobiles, principal residence and furnishings) at the time of purchase, individually or jointly, in excess of $1,000,000; or

(3) An individual whose individual income was in excess of $200,000 in each of the two most recent years, or whose joint income with spouse was in excess of $300,000 in each of those years, and who reasonably expects his individual or joint income with his investor’s spouse to reach such level(s) in the current year; or (4) A corporation, partnership, limited liability company, Massachusetts or similar business trust, not formed for the specific purpose of acquiring the Units, having total assets in excess of $5,000,000; or (5) A bank, savings and loan association or other similar institution (as defined in Sections 3(a) (2) and 3(a)(5)(A) of the Securities Act); or (5)

An insurance company (as defined in Section 2(13) of the Securities Act); or

(6) An investment company registered under the Investment Company Act of 1940; or (7) A business development company (as defined in Section 2(a)(48) of the Investment Company Act of 1940) or a private business development company (as defined in Section 202(a)(22) of the Investment Advisors Act of 1940); or (8) A Small Business Investment Company licensed by the U.S. Small Business Administration under Sections 30 1(c) or (d) of the Small Business Investment Act of 1958; or (9) A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended; or (10) A trust (other than a tax-exempt trust) with total assets in excess of $5,000,000 not formed for specific purpose of acquiring Units, whose purchase is directed by a sophisticated investor (i.e., a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Units); Page 48 of 54

or (11) An entity in which all of the equity owners are accredited investors.

In executing this Subscription Agreement, you will be representing in writing that you meet the requirements outlined above. In addition, you will be representing that you are acquiring Units for investment purposes only, with no intention of reselling or further distributing such Units, and that the Units will not be transferred or otherwise resold except in compliance with the Securities Act, and any applicable state securities laws.

The suitability standards referred to above represent minimum suitability requirements for prospective investors. Accordingly, the satisfaction of such standards by you does not necessarily mean that the Units are a suitable investment for you or that you subscription for Units will be accepted. YOU ARE URGED TO CONSULT WITH YOUR OWN LEGAL, TAX AND FINANCIAL ADVISORS REGARDING YOUR INDIVIDUAL CIRCUMSTANCES AND THE SUITABILITY OF AN INVESTMENT IN FRANKLIN MINING, INC.

APPENDIX B Page 49 of 54

(Authorization to Transfer Funds) To:

FRANKLIN MINING, INC. c/o Chase Bank ___________________ ___________________

Please use this form as your authorization to transfer $ _____________ from my account to FRANKLIN MINING, INC., account # ________________, registered in the name of ______________________________________, using the following wire transfer instructions: Chase Bank as Escrow Agent for FRANKLIN MINING, INC. ___________________ ___________________ ABA No. ____________, Account No. ______________.

Sincerely,

X

X Date

X

Signature of account holder

X Date

Signature of joint-account holder (if applicable)

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APPENDIX C Personal Representative Disclosure Statement You will be eligible to invest in the Company only if you, either alone or together with your “Personal Representative� (such as an investment advisor, attorney, accountant or other consultant), have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of an investment in the Company and have the capacity to protect your own interests in connection with your proposed investment in the Company. Do you intend to have a Personal Representative advice you in order to meet this requirement?

Yes No In accordance with federal and state securities laws, your representative must satisfy the following conditions: 1. He or she may not be an affiliate, director, officer or other employee of the Company or a beneficial owner of ten percent or more of any class of the equity securities of the Company, except where you are: a. A relative of the representative by blood, marriage or adoption not more remote than first cousin; b. A trust or estate in which the representative and any persons related to him or her as specified in clause (i) above or clause (iii) below collectively have more than fifty percent of the beneficial interest (excluding contingent interest) or of which the representative serves as trustee or executor or in any similar capacity; or c.

A corporation or other organization of which the representative and any persons related to him or her as specified in clause (i) or (ii) above collectively are the beneficial owners of more than fifty percent of the equity securities (excluding directors= qualifying shares) or equity interests; and

2. The representative must have such knowledge and experience in financial and business matters that he or she is capable of evaluating, alone or together with your other representatives or together with you, the merits and risks of the prospective investment in the Company.

If you are engaging a Personal Representative, your subscription cannot be accepted by the Company until you furnish to the Company a copy of a completed and signed Personal Representative Questionnaire and Investor Acknowledgment below. That document must be dated prior to the date of your subscription.

To the best of my knowledge and belief, the above information supplied by me is true and correct in all respects. I agree that I will notify the Company immediately of any material change in any of the foregoing information prior to consummation of my purchase of the Units of Common Stock. I understand that the information being furnished in this Questionnaire is required to enable the Company to determine whether offers and sales to me of shares of the Common Stock of the Company may be made without registration under federal and state securities laws.

Date: ____________2014

____________________________________ Signature (of Investor) ____________________________________ Print Name

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APPENDIX D Personal Representative Questionnaire This information on this questionnaire is provided in connection with the offer of the Units of Common Stock by FRANKLIN MINING, INC., a company that will be registered in accordance with the Laws of Puerto Rico (the “Company�), to _________________________ ("Investor").

You acknowledge that you are acting as the professional representative and investment advisor for Investor in connection with the above-described transaction.

1.

Identification of Personal Representative: Name: _____________________________________________________________________ Age: ____________ Address:______________________________________________________________________ _____________________________________________________________________________ Business Telephone Number:_____________________________________________________

2.

Present occupation or position, indicating period of such practice or employment and field of professional specialization, if any: _____________________________________________________________________________ _____________________________________________________________________________

3.

List business or professional education background (including the college attended, major, degrees received), if any: _____________________________________________________________________________ _____________________________________________________________________________

4.

List professional licenses or registrations, including bar admissions, accounting certifications, real estate brokerage licenses, and SEC, NASD, or state broker/dealer registrations: _____________________________________________________________________________ _____________________________________________________________________________

5.

Describe the nature of investments that you have previously evaluated: _____________________________________________________________________________ _____________________________________________________________________________

6.

Describe previous evaluations of investments made by you in connection with your own investments, those of your clients, or those of other persons: _____________________________________________________________________________ _____________________________________________________________________________

7.

State the length of time you have known the investor and in what capacity: _____________________________________________________________________________

8.

(a) Do you or any of your affiliates have any material economic or business relationship with the Company?

Yes No

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(b)

Has any such material relationship existed at any time during the previous two years?

Yes No

(c)

Is any such material relationship now being mutually contemplated?

Yes No

If the answer is YES to any of the above three questions, please explain in detail on an attached sheet the nature of such relationship and the amount of compensation received or to be received as a result of such relationship.

9.

In advising Investor in connection with the proposed investment of Investor in those Rights, will you be relying in part on Investor's own expertise, or on the expertise of any officer, director, or controlling person of Investor, in certain areas?

Yes No If the answer is YES, please explain.

10.

In advising Investor in connection with the prospective investment, will you be relying in part on the expertise of an additional representative or representatives?

Yes No If the answer is YES, please provide the name and address of such additional representative or representatives: ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ 11.

Representations and Warranties of Undersigned:

I understand that the Company will be relying on the accuracy and completeness of my responses to the foregoing questions and I represent and warrant to the management and the Company as follows: (a) I am acting as a Professional Representative and investment advisor for Investor in connection with the proposed purchase of Preferred Stock in the Company, and in Investor's prospective investment in the Company. (b) The answers to the above questions are complete and correct and may be relied upon by the Company in determining whether the offer, acquisition, and transfer of the Preferred Stock to Investor are exempt from registration under the Securities Act of 1933 and any state securities laws. (c)

I have disclosed to Investor in writing, before Investor's acknowledgment of me as its Page 53 of 54

professional adviser and investment representative, any material relationship with the Company disclosed in answer to question 8 above. (d) I personally (or, if I have checked YES in question 9, together with Investor) have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of Investor's investment in the Company. (e) ____[I/we] have had an opportunity to request the business records, articles of organization, by-laws and Subscription Agreement and have reviewed, or not reviewed at my/our option, and ask questions of the Company’s president. (f) The management and the Company have made available to me all documents relating to the transfer of, and resultant investment in, the Preferred Stock that I may have requested and have provided answers to all of my questions concerning the business of the Company, necessary to verify the accuracy of the information described in (e) above. (g) In evaluating the suitability of an investment in the Preferred Stock by Investor, I have relied solely on the representations and other information set forth in this Letter Offering or contained in any documents or answers to questions furnished to me by the Company. (h) ___[I/we] will notify the Company immediately if any material change in any statement made in this document occurs before the execution of the proposed Subscription Agreement.

Date: __________2014

By: __________________________________ Signature of Personal Representative ___________________________________ Print Name ___________________________________ Title

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