2006 APR 13 AM
AFRICA MINERAL EXPEDITIONS CORPORATION
The undersigned, acting as incorporator
of a corporation under the Idaho Business Corporation Act, adopt the following
Articles of Incorporation for such Corporation:
The name of the Corporation is Southern
Africa Mineral Expeditions Corporation.
The purpose for which the Corporation
is formed is to engage in commercial mineral expeditions activities, and to
engage in any other lawful act or activity for which a corporation may be
organized under the Idaho Business Corporation Act.
The period of existence of this
corporation shall be perpetual.
The location and post office address of
the registered office of the Corporation in the State of Idaho is 1044 Northwest
Blvd., Suite D, Coeur d'Alene, Idaho 83814. The name of the registered agent at
that address is Michael E. Reagan.
The aggregate number of shares which
the Corporation shall have the authority to issue is One Hundred Million Shares
(100,000,000), all of one class, with no par value.
CL: 49507 CT: 182796 BH:948963
@ 100.00 = 100.00 CORP #2
The name and post office address of the
& REAGAN, P.A.
Northwest Blvd., Suite D
d'Alene, Idaho 83814
The business of the Corporation shall
be managed and conducted by a Board of Directors of not less than ONE (1) nor
more than SEVEN (7) directors. The Board of Directors shall be elected in the
manner set forth in the Bylaws.
The Board of Directors shall have
authority to issue bonds, debentures, or other obligations of the Corporation
from time-to-time for any of the objects or purposes of the Corporation and to
secure them by mortgage, deed of trust, or pledge of any or all of the real and
personal property, rights, privileges, and franchises of the Corporation
wheresoever situated, acquired, and to be acquired, and to sell or otherwise
dispose of any or all of such obligations in any manner and on such terms as the
Board of Directors may deem proper.
The Corporation shall have the power to
purchase, receive, redeem, or otherwise acquire, own, hold, sell, mortgage,
pledge, or otherwise acquire or dispose of and otherwise use and deal in and
with its own shares of stock.
The Corporation shall indemnify any and
all persons who may serve or who have served at any time as directors or
officers, or who at the request of the Board of Directors of the Corporation may
serve or at any time have served as directors or officers of another corporation
in which the Corporation at such time owned or may own shares of stock or of
which it was or may be a creditor, and their respective heirs, administrators,
successors, and assigns, against any and all expenses, including amounts paid
upon judgments, counsel fees, and amounts paid in settlement (before or after
suit is commenced), actually and necessarily incurred by such persons in
connection with the defense or settlement of any claim, action, suit, or
proceeding in which they, or any of them, are made parties, or a party, or which
may be asserted against them or any of them, by reason of being or having been
directors or officers or a director or officer of the Corporation, or of such
other corporation, except in relation to matters as to which any such director
or officer or former director or officer or person shall be adjudged in any
action, suit, or proceeding to be liable for his own negligence or misconduct in
the performance of his duty, such indemnification shall be in addition to any
other rights to which those indemnified may be entitled under any law, bylaw,
agreement. vote of stockholders. or otherwise.
In addition to the powers and authority
granted to the directors in the Articles of Incorporation and in addition to the
powers and authority expressly conferred upon them by statute, the Board of
Directors of the Corporation shall have additional powers and authority not
inconsistent with the laws as may be set forth in the Bylaws.
Corporation reserves the right to amend, add to, or repeal any provision
contained in these Articles of Incorporation in the manner consistent with law
and in conformity with the provisions set forth in the Bylaws.
Board of Directors is composed of the following persons whose addresses are
specified opposite their names:
Falls, ID 83877
Northwest Blvd., Ste. D
d'Alene, ID 83814
IN WITNESS WHEREOF I have hereunto set
my hand this 11th day
of April, 2006.
MICHAEL E. REAGAN,