ARTICLES OF AMALGAMATION

                           Business Corporations Act
                                  Section 185


1.   NAME OF CORPORATION:

         CHELSEA OIL AND GAS LTD.

2.   THE  CLASSES,  AND  ANY  MAXIMUM  NUMBER  OF SHARES THAT THE CORPORATION IS
     AUTHORIZED TO ISSUE:

         Refer to "Share Structure" attachment.

3.   RESTRICTIONS ON SHARE TRANSFERS (IF ANY):

         None.

4.   NUMBER,  OR  MINIMUM  AND MAXIMUM NUMBER, OF DIRECTORS THAT THE CORPORATION
     MAY HAVE:

      The Corporation shall have a minimum of 3 and a maximum of 10 directors.

5.   IF  THE  CORPORATION  IS RESTRICTED FROM CARRYING ON A CERTAIN BUSINESS, OR
     RESTRICTED TO CARRYING ON A CERTAIN BUSINESS, SPECIFY THE RESTRICTION(S):

      There  shall  be  no restrictions on the business that the Corporation may
carry on.

6.   OTHER RULES OR PROVISIONS (IF ANY):

      Refer to "Other Rules or Provisions" attachment.

7.   NAMES OF AMALGAMATING CORPORATION                      CORPORATE ACCESS NO.

         Australian-Canadian Oil Royalties Ltd.             20_______________
         International TME Resources, Inc.                  BC0266674



         DATED this ___ day of September, 2013.



                                      ------------------------------------------
                                      SIGNATURE of Authorized Representative



                                      ------------------------------------------
                                      NAME & TITLE of Authorized Representative












<PAGE>

                                SHARE STRUCTURE
                        ATTACHED TO AND FORMING PART OF
                          THE ARTICLES OF AMALGAMATION
                                       OF
                            CHELSEA OIL AND GAS LTD.

The  Corporation is authorized to issue an unlimited number of Common Shares and
an unlimited number of Preferred Shares, issuable in series.

COMMON SHARES

The  rights,  privileges,  restrictions  and  conditions attaching to the Common
Shares shall be as follows:

1.   Voting

   1.1. Holders  of  Common Shares shall be entitled to receive notice of and to
        attend  and  vote  at  all  meetings of shareholders of the Corporation,
        except meetings of holders of another class of shares. Each Common Share
        shall entitle the holder thereof to one vote.

2.   Dividends

   2.1. Subject  to  the preferences accorded to holders of Preferred Shares and
        any  other shares of the Corporation ranking senior to the Common Shares
        from  time  to time with respect to the payment of dividends, holders of
        Common  Shares shall be entitled to receive, if, as and when declared by
        the Board of Directors, such dividends as may be declared thereon by the
        Board of Directors from time to time.

3. Liquidation, Dissolution or Winding-Up

   3.1. In the event of the voluntary or involuntary liquidation, dissolution or
        winding-up  of  the Corporation, or any other distribution of its assets
        among  its  shareholders for the purpose of winding-up its affairs (such
        event  referred to herein as a "Distribution"), holders of Common Shares
        shall  be  entitled,  subject  to the preferences accorded to holders of
        Preferred  Shares and any other shares of the Corporation ranking senior
        to  the  Common  Shares  from  time to time with respect to payment on a
        Distribution,  to  share  equally,  share  for  share,  in the remaining
        property of the Corporation.



<PAGE>



PREFERRED SHARES

The  rights,  privileges, restrictions and conditions attaching to the Preferred
Shares, as a class, shall be as follows:

1. Issuance in Series

   1.1. Subject  to  the  filing of Articles of Amendment in accordance with the
        Business  Corporations Act (Alberta) (the "Act"), the Board of Directors
        may  at any time and from time to time issue the Preferred Shares in one
        or  more series, each series to consist of such number of shares as may,
        before the issuance thereof, be determined by the Board of Directors.

   1.2. Subject  to  the  filing of Articles of Amendment in accordance with the
        Act,  the Board of Directors may from time to time fix, before issuance,
        the   designation,   rights,  privileges,  restrictions  and  conditions
        attaching to each series of Preferred Shares including, without limiting
        the  generality of the foregoing, the amount, if any, specified as being
        payable  preferentially to such series on a Distribution; the extent, if
        any,  of further participation on a Distribution; voting rights, if any;
        and  dividend  rights (including whether such dividends be preferential,
        or cumulative or non-cumulative), if any.

2.   Liquidation

   2.1. In the event of the voluntary or involuntary liquidation, dissolution or
        winding-up  of  the Corporation, or any other distribution of its assets
        among  its  shareholders for the purpose of winding-up its affairs (such
        event referred to herein as a "Distribution"), holders of each series of
        Preferred  Shares  shall  be  entitled, in priority to holders of Common
        Shares  and  any  other  shares of the Corporation ranking junior to the
        Preferred  Shares  from  time  to  time  with  respect  to  payment on a
        Distribution,  to  be paid rateably with holders of each other series of
        Preferred  Shares  the  amount,  if  any,  specified  as  being  payable
        preferentially to the holders of such series on a Distribution.

3.   Dividends

   3.1. The  holders  of  each  series of Preferred Shares shall be entitled, in
        priority  to  holders  of  Common  Shares  and  any  other shares of the
        Corporation  ranking  junior  to  the Preferred Shares from time to time
        with  respect  to  the  payment  of  dividends, to be paid rateably with
        holders  of  each  other  series  of  Preferred  Shares,  the  amount of
        accumulated dividends, if any, specified as being payable preferentially
        to the holders of such series.

<PAGE>

                           OTHER RULES OR PROVISIONS
                        ATTACHED TO AND FORMING PART OF
                          THE ARTICLES OF AMALGAMATION
                                       OF
                            CHELSEA OIL AND GAS LTD.



1.    Subject  to  the  Business  Corporations Act (Alberta), the directors may,
      between  annual general meetings, appoint one or more additional directors
      of the Corporation to serve until the next annual general meeting, but the
      number  of the additional directors shall not at any time exceed one third
      of  the  number of directors who held office at the expiration of the last
      annual meeting of the Corporation.