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CORPORATE
CHARTER
I, ROSS
MILLER, the duly elected and qualified Nevada Secretary of State, do hereby
certify that TITAN GOLD
CORP., did on September 16, 2009, file in this office the original
Articles of Incorporation; that said Articles of Incorporation are now on file
and of record in the office of the Secretary ofState of the State ofNevada, and
further, that said Articles contain all the provisions required by the law of
said State of Nevada.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of
State, at my office on September 16, 2009.
/s/
ROSS
MILLER
Secretary
ofState
Certified
By: A Frieser
Certificate
Number: C20090916-0395
You may
verify this certificate
online at
http://wvvvv.nvsos.gov/
1
STATE OF
NEVADA
ROSSMILLER SCOTT
W ANDERSON
Secretmy
ofState Deputy
Secretary
for
Commercial Recordings
OFFICE OF
THE
SECRETARY
OF STATE
Certified
Copy
September 16, 2009
Job
Number: C20090916-0395
Reference
Nnmber:
Expedite:
Through
Date:
The
undersigned filing officer hereby certifies that the attached copies are true
and exact copies of all requested statements and related subsequent
documentation filed with the Secretary of State's Office, Commercial Recordings
Division listed on the attached report.
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Document
Number(s)
|
Description
|
Number
of Pages
|
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20090682668-07
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Articles
of Incorporation
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8
Pages/1 Copies
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Respectfully,
/s/
ROSS
MILLER
Secretary
of State
Certified
By: A Frieser
Certificate
Number: C20090916-0395
You may
verify this certificate
online at http://www.nvsos.gov/
Commercial
Recording Division
202 N.
Carson Street
Carson
City, Nevada 89701-4069
Telephone (775)
684-5708
Fax (775)
684-7138
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ROSS
MILLER
Secretary
of State
206 North
Carson Street
Carson
City, Nevada 89701-4299
(775) 684
5708
Website:
www.nvsos.gov
Articles
of Incorporation
(PURSUANT
TO NRS CHAPTER 78)
Document
Number
Filed in
the office of
20090682668-07
/s/
Filing
Date and Time
Ross
Miller
09/16/2009
8:00 AM
Secretary
of Slate
Entity
Number
State of
Nevada
E0495892009-5
USE BLACK
INK ONLY· DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
1. Name
of Corporation:
Titan
Gold Corp.
2.
Registered
Agent for
Service
Of Process: (check
only one
box)
X
Commercial Registered Agent:
Laughlin
Associates, Inc.
Name
Noncommercial
Registered
Agent OR Office
or Position with Entity
(name and address
below) (name
and address below)
Name of Noncommercial Registered
Agent OR Name
of Title of Office or Other Position with Entity
Nevada
Street
Address City Zip
Code
Nevada
Mailing
Address (if different from
street
address) City Zip
Code
3.
Authorized
Stock: (number of
shares
corporation is
authorized
to issue)
Number
of Number
of
shares
with shares
par
value: Par
value without 75 000
per
share: $ par value:
4. Names
and
Addresses
of the
Board
of
DirectorslTrustees:
(each
Direclor/Trrustee
must be a
natural person
at least
18 years of age;
attach additional page
if
more than
two
directors/trustees)
1) Brent Buscay
Name
2533
North Carson
Street Carson
City NY
89706
Street
Address City
State Zip
Code
2)
Name
Street
Address City
State Zip
Code
5. Purpose: (optional: see
instructions)
The
purpose of the corporation shall be:
To
conduct any lawful activity.
6. Name,
Address
and
Signature of
Incorporator:
(attach
additional
page if more
than one
incorporator)
Brent
Buscay /s/
Name Incorporator
Signature
2533 North Carson
Street Carson
City NY
89706
Address City
State Zip
Code
7.
Certificate of
Acceptance
of
Appointment
of
Registered
Agent:
I hereby accept appointment
as Registered Agent for
the above named Entity
/s/ September
16, 2009
Authorized Signature of Registered
Agent or On Behalf of Registered Agent Entity Date
Nevada
Secretary of Slate NRS 78 Articles
This form must be
accompanied by appropriate fees. Revised on
7-1-08
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ATTACHMENT
TO
ARTICLES
OF INCORPORATION
FIRST. The
name ofthe corporation is:
Titan
Gold Corp.
SECOND. Its registered office
in the State of Nevada is located at 2533 North Carson Street, Carson City,
Nevada 89706 the Corporation may maintain an office, or offices, in such other
place within or without the State of Nevada as may be from time to time
designated by the Board of Directors, or by the By-Laws of said Corporation, and
that this Corporation may conduct all Corporation business of every kind and
nature, including the holding of all meetings of Directors and Stockholders,
outside the State of Nevada as well as within the State of Nevada
THIRD. The
objects for which this Corporation is formed are: To engage in any lawful
activity, including, but not limited to the following:
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(A)
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Shall
have such rights, privileges and powers as may be conferred upon
corporations by any existing law.
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(B)
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(B) May
at any time exercise such rights, privileges and powers, when not inconsistent
with the purposes and objects for which this corporation is
organized.
(C) Shall
have power to have succession by its corporate name for the period limited in
its certificate or articles of incorporation, and when no period is limited,
perpetually, or until dissolved and its affairs wound lip according to
law.
(D) Shall
have power to sue and be sued in any court of law or equity.
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(E) Shall
have power to make contracts.
(F) Shall
have power to hold, purchase and convey real and personal estate and to mortgage
or lease any such real and personal estate with its franchises. The power to
hold real and personal estate shall include the power to take the same by devise
or bequest in the State of Nevada, or in any other state, territory or
country.
(G) Shall
have power to appoint such officers and agents as the affairs of the corporation
shall require, and to allow them suitable compensation.
(H) Shall
have power to make By-Laws not inconsistent with the constitution or laws of the
United States, or of the State of Nevada, for the management, regulation and
government of its affairs and property, the transfer of its stock, the
transaction of its business, and the calling and holding of meetings of its
stockholders.
(I) Shall
have power to wind up and dissolve itself, or be wound up or
dissolved.
(J) Shall have power to adopt
and use a common seal or stamp, and alter the same at pleasure. The use of a
seal or stamp by the corporation on any corporate documents is not necessary.
The corporation may use a seal or stamp, if it desires, but such use or nonuse
shall not in any way affect the legality of the document.
(K) Shall
have power to borrow money and contract debts when necessary for the transaction
of its business, or for the exercise ofits corporate rights, privileges or
franchises, or for any other lawful purpose of its incorporation; to issue
bonds, promissory notes, bills of exchange, debentures, and other obligations
and evidences of indebtedness, payable at a specified time or times, or payable
upon the happening of a specified event or events,
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whether
secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or
in
payment
for property purchased, or acquired, or for any other lawful
object.
(L) Shall
have power to guarantee, purchase, hold, sell, assign, transfer, mortgage,
pledge or otherwise dispose of the shares of the capital stock of, or any bonds,
securities or evidences of the indebtedness created by, any other corporation or
corporations of the State of Nevada, or any other state or government, and,
while owners of such stock, bonds, securities or evidences of indebtedness, to
exercise all the rights, powers and privileges of ownership, including the right
to vote, if any.
(M) Shall
have power to purchase, hold, sell and transfer shares of its own capital stock,
and use therefor its capital, capital surplus, surplus, or other property or
fund.
(N)
Shall have power to conduct business, have one or more offices, and hold,
purchase, mortgage and convey real and personal property in the State of Nevada,
and in any of the several states, territories, possessions and dependencies of
the United States, the District of Columbia, and any foreign
countries.
(0) Shall
have power to do all and everything necessary and proper for the accomplishment
of the objects enumerated in its certificate or articles of incorporation, or
any amendment thereof, or necessary or incidental to the protection and benefit
of the corporation, and, in general, to carry on any lawful business necessary
or incidental to the attainment of the objects of the corporation, whether or
not such business is similar in nature to the objects set forth in the
certificate or articles of incorporation of the corporation, or any amendment
thereof.
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(P) Shall have power to make
donations for the public welfare or for charitable,
scientific
or educational purposes.
(Q) Shall
have power to enter into partnerships, general or limited, or joint ventures, in
connection with any lawful activities, as may be allowed by law.
FOURTH. That the total number
of common stock authorized that may be issued by the Corporation is SEVENTY FIVE
THOUSAND (75,000) shares of stock without nominal par value and no other class
of stock shall be authorized. Said shares may be issued by the corporation, from
time to time, for such considerations as may be fixed by the Board of
Directors.
FIFTH. The governing board of this corporation
shall be known as directors, and the number of directors may from time to time
be increased or decreased in such manner as shall be provided by the By-Laws of
this Corporation, providing that the number of directors shall not be reduced to
fewer than one (1).
The name
and post office address of the first board of Directors shall be one (1) in
number and listed as follows:
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NAME
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POST OFFICE ADDRESS
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Brent
Buscay
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2533
North Carson Street
Carson
City, Nevada 89706
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SIXTH. The capital stock,
after the amount of the subscription price, or par value, has been paid in,
shall not be subject to assessment to pay the debts of the
corporation.
SEVENTH. The name and post
office address of the Incorporator signing the Articles of Incorporation is as
follows:
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NAME
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POST
OFF1CE ADDRESS
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Brent
Buscay
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2533
North Carson Street
Carson
City, Nevada 89706
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EIGHTH. The registered agent
for this corporation shall be:
LAUGHLIN
ASSOCIATES, INC.
The
address of said agent, and, the registered or statutory address of this
corporation in the state of Nevada, shall be:
2533
North Carson Street
Carson
City, Nevada 89706
NINTH. The corporation is to
have perpetual existence.
TENTH. In furtherance and
not in
limitation of the powers conferred by statute, the Board of Directors is
expressly authorized:
Subject
to the By-Laws, if any, adopted by the Stockholders, to make, alter or amend the
By-Laws of the Corporation.
To fix
the amount to be reserved as working capital over and above its capital stock
paid in; to authorize and cause to be executed, mortgages and liens upon the
real and personal property of this Corporation.
By
resolution passed by a majority of the whole Board, to designate one (I) or more
committees, each committee to consist of one or more of the Directors of the
Corporation, which, to the extent provided in the resolution, or in the By-Laws
of the Corporation, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation. Such
committee, or committees, shall have such name, or names, as may be stated in
the By-Laws of the Corporation, or as may be determined from time to time by
resolution adopted by the Board of Directors.
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When and
as authorized by the affirmative vote of the Stockholders holding stock
entitling them to exercise at least a majority of the voting power given at a
Stockholders meeting called for that purpose, or when authorized by the written
consent of the holders of at least a majority of the voting stock issued and
outstanding, the Board of Directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of the
Corporation, including its good will and its corporate franchises, upon such
terms and conditions as its board of Directors deems expedient and for the best
interests of the Corporation.
ELEVENTH. No
shareholder shall be entitled as a matter of right to subscribe for or receive
additional shares of any class of stock of the Corporation, whether now or
hereafter authorized, or any bonds, debentures or securities convertible into
stock, but such additional shares of stock or other securities convertible into
stock may be issued or disposed of by the Board of Directors to such persons and
on such terms as in its discretion it shall deem advisable.
TWELFTH. No
director or officer of the Corporation shall be personally liable to the
Corporation or any of its stockholders for damages for breach of fiduciary duty
as a director or officer involving any act or omission of any such director or
officer; provided, however, that the foregoing provision shall not eliminate or
limit the liability of a director or officer (i) for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or (ii) the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this Article by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on
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the
personal liability of a director or officer of the Corporation for acts or
omissions prior to such repeal or modification.
THIRTEENTH. This Corporation
reserves the right to amend, alter, change or repeal any provision contained in
the Articles of Incorporation, in the manner now or hereafter prescribed by
statute, or by the Articles of Incorporation, and all rights conferred upon
Stockholders herein are granted subject to this reservation.
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