ARTICLES  OF  INCORPORATION


1.     THE  NAME  OF  THE  CORPORATION  IS  KAMLO  GOLD  MINES  LIMITED

2.     THE  HEAD  OFFICE  IS  AT  THE     CITY
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                                     (STATUS  OF MUNICIPALITY)

   OF          TORONTO            IN  THE      MUNICIPALITY
     ---------------------------         -----------------------------------
       (NAME  OF MUNICIPALITY          (COUNTY  OR  DISTRICT)

   OF     METROPOLITAN  TORONTO
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                (NAME  OF  COUNTY  OR  DISTRICT)

     THE  ADDRESS  OF  THE  HEAD  OFFICE  IS

     SUITE  520,  25  ADELAIDE  STREET  EAST
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   (STREET & NUMBER OR R.R. NUMBER & IF MULTI.OFFICE BLDG. GIVE ROOM NO.)

     TORONTO,  ONTARIO
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           (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
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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


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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.


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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.


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8.     THE  DESIGNATIONS,  PREFERENCES.  RIGHTS.  CONDITIONS,  RESTRICTIONS,
       LIMITATIONS  OR  PROHIBITIONS  ATTACHING  TO  THE  SPECIAL SHARES,
       IF ANY, ARE

       N/A


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9.     THE  RESTRICTIONS.  IF  ANY,  ON  THE ALLOTMENT, ISSUE OR TRANSFER OF
       SHARES ARE


       Nil.


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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.


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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 $
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     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

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                    SIGNATURES OF INCORPORATORS

/s/                                   /s/
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Rocco  Anthony  Schiralli             David  Victor  Hutchinson

/s/                                   /s/
-------------------------             -------------------------
James Cleary Cousland                 Richard Philip Kenneth
                                        Cousland

/s/
-------------------------
Barnabas  William  Nixon Apple


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