Exhibit
3.4

















Exhibit
3.4 - 1




NOTARY
PAPER
 Law
4884/96                                                      ARGENTINA’S
 NOTARY
SEAL                                                                                                           NATIONAL
SEAL
 JUJUY                                                                           UNINTELLIGIBLE
SIGNATURE
 NOTARY
PUBLIC
SEAL                                                       A
00508182
   
 FIRST
TESTIMONY.- No 387.- PUBLIC DEED NUMBER THREE HUNDRED EIGHTY SEVEN.- ARTICLES OF
INCORPORATION  OF THE COMPANY “INCAS MINERAL, S.A.”.- In the City of
San Salvador de Jujuy, Capital of the Province of Jujuy, Republic of Argentina
on the Sixth day of the month of July of the year Two Thousand and Seven, before
me, CESAR RICARDO FRIAS, Acting Notary Public with Registry Thirty Six, appear
Mr. FABIO
MONTANARI, Italian, with Passport from the European Union, Italian
Republic number E571059, CDI 20-60346433-9, single, with domicile at Doctor
Aparicio Street, No six hundred sixty seven of the Borough of Nieva of this City
and Mr. RODOLFO IVAN
RANZONI, Argentinean, with National Identity Document 22616821, CUIT
20-22616821-5, Married once with Claudia Karina Giulanotti, with domicile at
Doctor Aparicio Street, No six hundred sixty seven of the Borough of Nieva of
this City, able persons, to my knowledge both of full age, I give faith.- As the
appearing persons through this act meet and after consideration made for the
need to satisfy common necessities, resolve to establish a CORPORATION, that
will be regulated by the provisions of Law 19950 and its amendments and
complementation.- I) For that effect it is put into consideration the BY LAWS OF
THE CORPORATION whose clauses are established as follows: ARTICLE
FIRST:
   
 Exhibit
3.4 - 2
 
 
  CORPORATE
NAME, DOMICILE: Is incorporated INCAS MINERAL, S.A., with corporate domicile in
the City of San Salvador de Jujuy, Doctor Manuel Belgrano Department of this
Province, at Doctor Aparicio Street, No six hundred sixty seven of the Borough
of Nieva of this City with ample powers to install agencies, branches,
correspondents, special domiciles and any other kind of specie or representation
anywhere in the country or abroad.- ARTICLE SECOND: TERM:
Its term will be of NINETY NINE YEARS (99), starting its record in the Public
Registry of Commerce of our Province.- By resolution of Extraordinary General
Assembly taken from the provisions of Article 244 of Law 19550, could be amended
or extended the term or arranged its anticipated dissolution for which it will
require a majority of eighty (80) percent of votes of the total amount of
partners.- ARTICLE
THIRD: CORPORATE PURPOSES: The corporation has the purposes to conduct on
its own and/or through third persons and/or through association to third persons
and/or with participation of third persons in the country or abroad, the
following activities and/or operations: The exploitation, exploration of mines
in all its forms and its related activities, mineral treatment, craftsmanship,
industrialization in all
   Exhibit
3.4 - 3
 
 
 NOTARY
PAPER
 Law
4884/96                                                      ARGENTINA’S
 NOTARY
SEAL                                                                                                           NATIONAL
SEAL
 JUJUY                                                                           UNINTELLIGIBLE
SIGNATURE
 NOTARY
PUBLIC
SEAL                                                       A
00508183
 
 Its
orders, product export, import for itself or third persons of items, tools,
machinery or mining product and in fact, the exploitation, industrialization and
trade of material or product related direct or indirectly with mining.- The
mining activity can be conducted with the addition of self services or from
third persons, in the country or abroad.- To conduct its purpose the corporation
can perform individually or in partnership or associated with third persons or
groups of management collaboration or any other form of association.- ARTICLE FOURTH: To
conduct and/or execute the corporate purpose the corporation can perform all
kind of legal act, implied or expressively authorized by Laws without
restrictions of any nature, of any kind or manner whatsoever, as long as they
are related direct or indirectly with the execution of purposes.- ARTICLE FIFTH:
CAPITAL STOCK: The Capital stock will be up to the amount of NINETY THOUSAND
pesos, represented by ONE HUNDRED AND EIGHTY (180) “A“  SERIES COMMON
SHARES,  nominative, non endorsable, with par value of FIVE HUNDRED
pesos each ($500) and with right to five votes, each share.- The capital stock
can be increased five time its value by decision of the Ordinary General
Assembly (Articles Assembly (Articles
 
 Exhibit
3.4 - 4
 
 
 188 and
235 of Law 19550 and its amendments).- The Assembly can delegate in the Board of
Directors the time of issue and the conditions and ways to pay the integration
of shares.- ARTICLE
SIXTH: TRANSFERABILITY OF SHARES: Shares can be freely transferred
between shareholders or third persons, with duly communication effectively to
the corporation of such assignment.- ARTICLE SEVENTH:
TITLES AND SHARES: The titles representing shares and temporary certificates,
will contain the provisions prescribed in Articles 211 and 212 of Law 19550.
Without prejudice, if the Board of Directors see it fit, will follow the system
of notarized share accordingly to Article 208 of the Law of Commercial
Companies.- ARTICLE
EIGHTH: PREFERENCE RIGHT: Shareholders will have Preference Right and
right to Increase the subscription of new issue of shares proportionally to
their respective possession, unless the issue of special destination to the
interest of the corporation being formed, in the conditions prescribed in
Article 197 of Law 19550.- ARTICLE NINTH:
DEFAULT: In case of default in the integration of shares the Board of Directors
can choose any of the procedures of Article 173 of Law 19550. ARTICLE TENTH:
TRANSFER OF NOMINATIVE SHARES NON ENDORSABLE: The
 
 
 
 
 Exhibit
3.4 - 5
 
 NOTARY
PAPER
 Law
4884/96                                                      ARGENTINA’S
 NOTARY
SEAL                                                                                                           NATIONAL
SEAL
 JUJUY                                                                           UNINTELLIGIBLE
SIGNATURE
 NOTARY
PUBLIC
SEAL                                                       A
00508184
 
 Transfer
of nominative shares non endorsable and of Rights applied to them, must be
notified in writing (effectively) to the Board of Directors of the Corporation
to order the register of shares, then being effective before the corporation and
third persons from the moment of registry or record.- ARTICLE ELEVENTH: ON
BONDS: The corporation can issue Bonds of Fruition and Participation according
to conditions established from Article 227 to 232 of Law 19550.- ARTICLE TWELFTH: The
corporation can incur in debts from public or private creditors, through the
issue of bonds or negotiable paper with guarantee, common or special,
convertible or not, according to the provision established in Section VII from
Chapter II of Law 19550.- ARTICLE THIRTEENTH:
BOARD OF DIRECTORS ORGANIZATION AND PERFORMANCE: The direction and management of
the Corporation will be in the hands of the Board of Directors formed by members
established by the Assembly between a minimum of ONE (1) and a maximum of five
(5) with three charges.- The Assembly can choose equal or less number of
deputies for the same term to fill the vacancies caused and will be part of the
Board of Directors in the order of election.- The Board of Directors will
session with the presence of the absolute majority of its members and its
resolutions will
 
 
 Exhibit
3.4 - 6
 
 
 
 be taken
with the majority of votes of members present. In case of tied vote the
President will break the tied vote by voting again.- In its first meeting the
Board of Directors will appoint a President, a Vice-President and a Secretary.-
The Board of Directors will meet at least once every thirty days, communicating
the agenda at least three days before the meeting. Also, any Director and/or
Member can request a meeting of the Board and set the matter to be discussed.-
The Assembly will determine the pay for the Board of Directors.- ARTICLE FOURTEENTH:
The Directors must deposit as a guarantee the sum of ONE
THOUSAND  pesos ($100,000) in cash or shares from another corporation,
with a Promissory Note non negotiable or other goods that will subside until the
approval of its performance or by expressed waive or resolved transaction
accordingly to what is prescribed in Article 275 of the Law of Commercial
Companies.- ARTICLE
FIFTEENTH: BOARD OF DIRECTORS POWER AND REPRESENTATION:  The
Board of Directors has extended powers of administration.- It is prohibited
expressly to the Board of Directors to grant warrants and/or guarantees from the
corporation to third persons.- The Legal Representation of the corporation will
be on the hands of the President of the Board and in his absence by the Vice
President or by the directors for special occasions and duly authorized by the
Board of Directors.-
 ARTICLE
SIXTEENTH:
 
 
 Exhibit
3.4 - 7
 
 NOTARY
PAPER
 Law
4884/96                                                      ARGENTINA’S
 NOTARY
SEAL                                                                                                           NATIONAL
SEAL
 JUJUY                                                                           UNINTELLIGIBLE
SIGNATURE
 NOTARY
PUBLIC
SEAL                                                       A
00508185
 
 SUPERVISION:
According to Article 284 of Law 19550 and its amendments, Syndication is waived
and the supervision will be in the hands of the shareholders.- ARTICLE SEVENTEENTH:
ASSEMBLIES: The meetings, ordinary or extraordinary, can be summoned
simultaneously on first and second notice, in the form established on Article
237 of Law 195500, in which case, will take place in second notice the same
date, an hour after the failure of the first. ARTICLE EIGHTEENTH:
QUORUM: Quorum and majority are prescribed accordingly to Articles 234 and 244
of the Law 19550, according to the kind of Assembly, Summons and matter to be
discussed.- ARTICLE
NINETEENTH: FINANCIAL AND ECONOMY EXECUTION. The economy control ends on
the thirty first day of December each year. At the end of the corporate control
the accounting statements will be made according to the legal provisions,
regulations and current techniques.- In the corporate domicile must be copies of
records, balance sheets, administration resulting statement and evolution of net
profit statement., as well as notes, complementary reports and attached charts.-
said documents must be available to shareholders with no less than fifteen days
prior to the meeting summoned for that purpose.- The net profit made
will
 
 
 
 Exhibit
3.4 - 8
 
 
 Destined
to a) reach legal reserved fund from five percent to twenty percent.- b) pay the
Board of Directors and Members.- c) Dividends of Common Shares, or to
Facultative or Provision reserve funds according to Article 70 of Law 19550, to
new account or any destination disposed by the Assembly. Dividends must be paid
proportionally to each integration, within a year of its validation. ARTICLE TWENTIETH:
DISSOLUTION AND LIQUIDATION: Once made the dissolution of the corporation, its
liquidation will be in the hands of the acting Board of Directors at that
moment, under he supervision of Members, paying off debts and paying back the
capital, the remains will be shared proportionally to the shareholders
accordingly to their share.- II.- After carefully studying of the clauses it is
resolved to unanimously approved THE BYLAWS OF THE CORPORATION named INCAS
MINERAL, S.A. which clauses are shown above. Also it is expressed that the
Capital Stock is subscribed by: Mr. Fabio Montanari the amount of ONE HUNDRED
SEVENTY(170) SHARES for a total of EIGHTY FIVE THOUSAND PESOS ($85,000) and
Rodolfo Ivan Ranzoni the amount of TEN SHARES (10) for a total of FIVE THOUSAND
PESOS ($5,000) The shareholders make twenty five percent in this act and the
balance in money
 
 
 
 Exhibit
3.4 - 9
 
 NOTARY
PAPER
 Law
4884/96                                                      ARGENTINA’S
 NOTARY
SEAL                                                                                                           NATIONAL
SEAL
 JUJUY                                                                           UNINTELLIGIBLE
SIGNATURE
 NOTARY
PUBLIC
SEAL                                                       A
00508186
 
 Or goods
until the period of two years.- Also it is resolved to appoint as a Member of
the Board of Directors Mr. Fabio Montanari and this Assembly agrees the Board of
Directors formed by one member who will perform as President, who signs this
accepting the charge conferred by the Assembly.- III) Also, it is resolved to
order the notarization and administration approval of this to the undersigned
Notary who is authorized to proceed with all requirements for the Registry of
the Corporation in the Public Registry of Commerce of the Province of Jujuy.-
With no further matter to discussed the meeting of partners and incorporation is
adjourned.- After read and ratified is signed as customary before me the Acting
Notary Public who give faith. There are two signatures of the appearing
persons.- Before me, my signature and seal.- IT IS ACCORDING to its original
presented before me, to folio 820 of Protocol A of mi office.- I issue this
first testimony which I sign and seal in the place and date of its notarization
I give faith.-
  UNINTELLIGIBLE
SIGNATURE
 NOTARY
PUBLIC SEAL
 
 THIS IS
AN OFFICIAL AND TRUE TRANSLATION OF THE ORIGINAL
DOCUMENT,        Panama, July 10th,
2007
 
 
 
 Exhibit
3.4 - 10
 
 NOTARY
PAPER
 Law
4884/96                                                      ARGENTINA’S
 NOTARY
SEAL                                                                                                           NATIONAL
SEAL
 JUJUY                                                                           UNINTELLIGIBLE
SIGNATURE
 NOTARY
PUBLIC
SEAL                                                       A
00508655
 
 FIRST TESTIMONY.- No 388.-
PUBLIC DEED NUMBER THREE HUNDRED EIGHTY EIGHT.- SPECIAL POWER OF
ATTORNEY  CONFERRED BY RODOLFO IVAN RANZONI.- In the City of
San Salvador de Jujuy, Capital of the Province of Jujuy, Republic of Argentina
on the Sixth day of the month of July of the year Two Thousand and Seven, before
me, CESAR RICARDO FRIAS, Acting Notary Public with Registry Thirty Six, appear
Mr. RODOLFO IVAN
RANZONI, Argentinean, with National Identity Document 22616821, Married
once with Claudia Karina Giulanotti, with domicile at Doctor Aparicio Street, No
six hundred sixty seven of the Borough of Nieva of this City, to my knowledge
both of full age, I give faith.- As the appearing person confers irrevocably
SPECIAL POWER OF ATTORNEY for the term of five years to FABIO MONTANARI,
Italian, with Passport from the European Union, Italian Republic number E571059,
on his name and behalf proceed to sell, assign and transfer to his favor or to
third persons for the price, term and conditions deem necessary, the shares he
has and belonging to him in the corporation formed to date by means of Public
Deed three hundred eighty seven, presented before me, in this Registry to my
office named “INCAS MINERAL, S.A.”.- For that purpose is authorize to sell,
assign and transfer without rendering account the mentioned shares, to sign and
subscribe the
 
 
 Exhibit
3.4 - 11
 
  Private
or public documents needed, to collect and receive, give receipts, payment notes
and also to execute acts necessary for that purpose in the defense and interest
of the Conferrer for the execution of the purpose for which it is granted. Being
this Power simply declaratory and not restricted.- Present in this act Mrs.
CLAUDIA KARINA GIULIANOTTI, Argentinean, National Identity Document 22616821,
spouse of conferrer who grants conformity and acceptance of the Power
conferred.- After read and ratified they signed as customary before me, the
Acting Notary Public I give faith. There are two signatures of the appearing
persons.- Before me, my signature and seal.- IT IS ACCORDING to its original
presented before me, to folio 825 of Protocol A of mi office.- For the
Interested Person I issue this first testimony which I sign and seal in the
place and date of its notarization I give faith.-
  UNINTELLIGIBLE
SIGNATURE
 NOTARY
PUBLIC SEAL
 
 THIS IS
AN OFFICIAL AND TRUE TRANSLATION OF THE ORIGINAL
DOCUMENT,        Panama, July 10th,
2007


Exhibit
3.4 - 12