stefansson-wrangel-09-35-004-002

"COMPANIES ACT" 1910 AND AMENDMENTS

A Company limited by shares.

MEMORANDUM OF ASSOCIATION

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THE STEFANSSON ARCTIC EXPLORATION AND DEVELOPMENT COMPANY LIMITED

1. The name of the Company is "The Stefansson Arctic Exploration and Development Company Limted."

2. The registered office of the Company will be situated
at Vancouver, British Columbia.

3. The objects for which the Company is incorporated
are:-

(a) To locate, purchase, lease or otherwise acquire,
mortgage, sell, let or otherwise dispose of lands, mines,
mineral claims, water rights and franchises, hydro-electric
rights and interests, mill sites, timber lands, limestone
quarries and particulary lands containing or believed to contain
gold, silver, copper, coal iron and other minerals or deposits,
petroleum and other oil springs and deposits and properties;
and to dig for, raise, crush, wash, smelt, [aesay] , analyze,
reduce and amalgamate and otherwise treat ores, metals and
minerals, whether belonging to the Company or not, and to redner
the same merchantable and to sell and otherwise dispose of same
or any part thereof or any interest therein;

(b) To manufacture, buy, sell, import, export and
generally deal in machinery, pumps, drills, fuses, caps, candles,
implements and conveniences suitable for use in connection with
the oil or mining business;

(c) To buy, sell and furnish oil and gas for lighting
and heating and other purposes; to lay down , construct, maintain
and operate pipe lines, transmission lines, tubes, tanks,
pump stations, connections, fixtures, storage houses and such
machinery, apparatus and devices as may be necessary to perate
such pipes, pipe lines and transmission lines between various