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THE COMPANIES ORDINANCE
OF THE LAWS OF GIBRALTAR
PUBLIC LIMITED COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
BOREALIS EXPLORATION LIMITED

1.     NAME
The name of the Company is BOREALIS EXPLORATION LIMITED.

2.     REGISTERED OFFICE
The Registered Office of the Company will be situated in Gibraltar.

3.     GENERAL OBJECTS AND POWERS

(1)   The company is a public company limited by shares.

(2)   The object of the Company is to engage in any act or activity that is not prohibited under any law for the time being in force in Gibraltar.

(3)   The Company may not:
 a)  carry on business with persons resident in Gibraltar;
 b)  own an interest in real property situated in Gibraltar, other than a lease referred to in paragraph (e) of sub-clause (4);
 c)  carry on banking or trust business, unless it is licensed to do so under the Banking Ordinance and the Financial Services Ordinance respectively;
 d)  carry on business as an insurance or reinsurance company, insurance agent or insurance broker, unless it is licensed to do so under the Insurance Companies Ordinance and the Financial Services Ordinance respectively;
 e)  carry on the business of company management, unless it is licensed under the Financial Services Ordinance;

(4)   For purpose of paragraph (a) of subclause (3), the Company shall not be treated as carrying on business with the persons resident in Gibraltar if:
 a)  It makes or maintains deposits with a person carrying on banking business within Gibraltar
 b)  It makes or maintains professional contact with solicitors, barristers, accountants, bookkeepers, trust companies, administration companies, investment advisors or other similar persons carrying on business within Gibraltar;
 c)  It prepares or maintain books and records within Gibraltar;
 d)  It holds within Gibraltar meetings of its directors or members;
 e)  It holds a lease of property for use as an office from which to communicate with members or where books and records of the Company are prepared or maintained;
 f)  It holds shares, debt obligations or other securities in a company incorporated under The Companies Ordinance; or The Companies (Share Allotment and Capital Maintenance) Ordinance 1998.
 g)  Shares, debt obligations or other securities in the Company are owned by any person resident in Gibraltar or by any company incorporated under The Gibraltar Ordinance.

(5) The Company shall have all such powers as are permitted by law for the time being in force in Gibraltar irrespective of corporate benefit, to perform all acts and engage in all activities which are necessary or conducive to the conduct, promotion or attainment of the object of the Company. 

(6) The Company shall have all powers to settle its assets or property or any part thereof in trust, or to transfer the same to any other company or entity, whether for the protection of its assets or not and with respect to such settlement or transfer the directors may provide that the Company, its creditors, its members or any person having a direct or indirect interest in the Company may be beneficiaries, creditors, members, certificate holders, partners or holders of any other similar interest, in such other company or entity.

(7) The directors may, by resolution of directors, exercise all the powers of the Company to borrow money and to mortgage or charge its undertakings and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

(8) The Company may, by resolution of directors, mortgage, charge, sell, transfer, lease, exchange or otherwise encumber or dispose of any or all of the assets, undertakings and property of the Company, whether in the usual or regular course of the business of the company or not, without authorisation by a resolution of members.

4.     CURRENCY
Shares in the Company shall be issued in the currency of the United States of America.

5.     AUTHORISED CAPITAL
The authorised capital of the Company is $50,000.

6.     CLASSES, MEMBER AND PAR VALUE OF SHARES
The authorised capital is made up of one class of shares divided 5,000,000 shares of $0.01 par value each.

7.     DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES
The designations, powers, preferences, rights, qualifications, limitations and restrictions of each class and series of shares that the Company is authorised to issue shall be fixed by resolution of directors, but the directors shall not allocate different rights as to voting, dividends, redemption or distributions on liquidation unless the Memorandum of Association shall have been amended to create separate classes of shares and all the aforesaid rights as to voting, dividends, redemption and distributions shall be identical as among the shares in each separate class.

8.     VARIATION OF CLASS RIGHTS
If at any time the authorised capital is divided into different classes or series of shares, the rights attached to any class or series (unless otherwise provided by the terms of issue of the shares of that class or series) may, whether or not the Company is being wound up, be varied with the consent of the holders of a simple majority of the issued shares of that class or series and of the holders of a simple majority of the issued shares of any other class or series of shares which may be affected by such variation.

9.     RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU
Rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

10.    TRANSFER OF SHARES
Registered shares in the Company may be transferred without the prior or subsequent approval of the Company in such manner as the Directors may decide.

11.    AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION
The Company may amend its Memorandum of Association and Articles of Association in General meeting, as per the Articles of Association.

     ENACTED this 16th day of September, 1998

    WITNESS the Corporate Seal of the Company.
     

    ________________________
    Rodney T. Cox, Ph.D. 
    CEO/Chairman

    ________________________
    Isaiah W. Cox, A.B.
    President/COO





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