ARTICLES OF INCORPORATION 1. THE NAME OF THE CORPORATION IS KAMLO GOLD MINES LIMITED 2. THE HEAD OFFICE IS AT THE CITY --------------------------------------- (STATUS OF MUNICIPALITY) OF TORONTO IN THE MUNICIPALITY --------------------------- ----------------------------------- (NAME OF MUNICIPALITY (COUNTY OR DISTRICT) OF METROPOLITAN TORONTO ----------------------------------------------------------------------- (NAME OF COUNTY OR DISTRICT) THE ADDRESS OF THE HEAD OFFICE IS SUITE 520, 25 ADELAIDE STREET EAST - ---------------------------------------------------------------------------- (STREET & NUMBER OR R.R. NUMBER & IF MULTI.OFFICE BLDG. GIVE ROOM NO.) TORONTO, ONTARIO - ---------------------------------------------------------------------------- (NAME OF MUNICIPALITY OR POST OFFICE) 4. THE NUMBER OF DIRECTORS IS FIVE (5). 5. THE FIRST DIRECTOR(S) IS / ARE NAME IN FULL. INCLUDING RESIDENCE ADDRESS. GIVING STREET & NO. ALL GIVEN NAMES OR R.R. NO. & MUNICIPALITY OR POST OFFICE - ------------------------------------------------------------------------------- ROCCO ANTHONY SCHIRALLI 5 CORAL COVE CRESCENT DON MILLS, ONTARIO DAVID VICTOR HUTCHINSON 30 CHARLES STREET WEST APT. 2105 TORONTO, ONTARIO JAMES ALBERT CLEARY 85 THORNCLIFFE DRIVE TORONTO, ONTARIO RICHARD PHILIP KENNETH COUSLAND 19 GLENVIEW AVENUE TORONTO, ONTARIO BARNABAS WILLIAM NIXON APPLE 171 ST. LEONARDS AVENUE O TORONTO, ONTARI 6. THE OBJECTS FOR WHICH THE CORPORATION IS INCORPORATED ARE TO prospect and explore for mines and minerals and to carry on the business of mining and manufacturing in all its branches; to purchase, hold, lease, acquire and sell mines, minerals and mining and other rights, easements and privileges; to mine, quarry, get, work, mill and prepare for sale by any process all or any minerals or metallic products and ores; to manufacture products and by-products therefrom; to smelt such ores and other metallic substances; and to trade in the products of such mines and manufactures; and to carry on all operations by which the soil, earth, rocks and stones may, for the purposes of extracting any minerals whatsoever, be mined, dug, raised, washed, cradled, smelted, refined, crushed or treated in any manner; to render such minerals merchantable by any means whatsoever; and to sell or otherwise dispose thereof. TO take, acquire and hold as consideration, for ores, metals or minerals sold or otherwise disposed of, including oil and gas, or for goods, supplies or for work done by .contract or otherwise, shares, stock, debentures or other securities of any limited company wheresoever incorporated and carrying on any business directly or indirectly if such shares, stock, debentures or other securities are fully paid up and to sell or otherwise dispose thereof. TO purchase or otherwise acquire and to sell and dispose of and deal with oil, gas and other mineral claims, lands and rights, mines and mining rights and property supposed to contain oil, gas and other minerals of all kinds and under-takings connected therewith and to work, exercise, develop and turn to account all such claims, properties, mines and mining rights and any undertakings connected therewith. TO construct, manufacture, acquire and maintain works for holding, receiving, treating, refining and preparing for market and transporting any such products, goods, and merchandise and all other buildings and works, fittings, machinery, apparatus and appliances convenient or necessary for the objects of the Corporation. TO purchase or otherwise acquire and hold real and personal property and rights and in particular, lands, buildings, hereditaments, business or industrial concerns and under-takings, mortgages, charges, contracts, concessions, franchises, annuities, patents, licenses, securities, policies, book debts and any interest in real or personal property and any claims against such property or against any person or company and privileges and choses in action of all kinds. TO undertake any business undertaking, transaction or operation commonly carried on or undertaken by entrepreneurs, promoters, financiers, contractors, merchants, commission men and agents. 7. THE AUTHORIZED CAPITAL IS to be divided into Three Million (3,000,000) shares without par value; provided, however, that the aggregate consideration for the issue of the said shares without par value shall not exceed in amount or value the sum of One Million Five Hundred Thousand ($1,500,000) Dollars or such greater amount as the Board of Directors of the Corporation by resolution determines, provided that such resolution shall not be effective until a certified copy thereof has been filed with the Minister of Consumer and Commercial Relations, all prescribed fees have been paid and the Minister has so certified. 8. THE DESIGNATIONS, PREFERENCES. RIGHTS. CONDITIONS, RESTRICTIONS, LIMITATIONS OR PROHIBITIONS ATTACHING TO THE SPECIAL SHARES, IF ANY, ARE N/A 9. THE RESTRICTIONS. IF ANY, ON THE ALLOTMENT, ISSUE OR TRANSFER OF SHARES ARE Nil. 9A. THE SPECIAL Provisions. IF ANY. ARE 1. The Corporation may purchase any of its issued common shares. 2. The Corporation may pay commissions or allow discounts to persons in consideration of their subscribing or agreeing to subscribe, whether absolutely or conditionally, for shares in the Corporation, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for such shares, but no such commission or discount shall exceed 25 percent of the amount of the subscription. 10. THE SHARES. IF ANY, TO BE TAKEN BY THE INCORPORATORS ARE INCORPORATORS FULL NAMES. NUMBER OF CLASS DESIGNATION AMOUNT TO INCLUDING ALL GIVEN NAMES SHARES BE PAID $ --------------------------------------------------------------------------- Rocco Anthony Schiralli One (1) Common $1.00 David Victor Hutchinson One (1) Common $1.00 James Albert Cleary One (1) Common $1.00 Richard Philip Kenneth One (1) Common $1.00 Cousland Barnabas William Nixon One (1) Common $1.00 Apple 1. THE NAMES AND RESIDENCE ADDRESSES OF THE INCORPORATORS ARE FULL NAMES, FULL RESIDENCE ADDRESS GIVING INCLUDING ALL GIVEN NAMES STREET & NO. OR R.fl. NO., MUNICIPALITY OR POST OFFICE --------------------------------------------------------------------------- Rocco Anthony Schiralli 5 Coral Cove Crescent Don Mills, Ontario David Victor Hutchinson 30 Charles Street West, Apt. 2105 Toronto, Ontario James Albert Cleary 85 Thorncliffe Drive Toronto, Ontario Richard Philip Kenneth Cousland 19 Glonview Avenue Toronto, Ontario Barnabas William Nixon Apple 171 St. Leonards Avenue Toronto, Ontario THESE ARTICLES ARE EXECUTED IN DUPLICATE FOR DELIVERY TO THE MINISTER - ------------------------------------------------------------------------------- SIGNATURES OF INCORPORATORS /s/ /s/ - ------------------------- ------------------------- Rocco Anthony Schiralli David Victor Hutchinson /s/ /s/ - ------------------------- ------------------------- James Cleary Cousland Richard Philip Kenneth Cousland /s/ - ------------------------- Barnabas William Nixon Apple