Memorandum and Articles of START YOUR OWN GOLD MINE LIMITED

Table of Contents

The Companies Act 2002, Company Limited by Shares

MEMORANDUM AND ARTICLES OF ASSOCIATION OF START YOUR OWN GOLD MINE LIMITED

Incorporated this 14th day of July 2016.

Drawn by:
Jean Marc Louis
subscriber
PO BOX 3179
Mwanza

The Companies Act 2002, Memorandum of Association of START YOUR OWN GOLD MINE LIMITED

  1. The name of the company is START YOUR OWN GOLD MINE LIMITED

  2. The registered office of the company will be situated in the United Republic of Tanzania.

  3. The objects for which the company is established are:

    (a) To provide assistance, advisory services and consultancy with regard to business planning, business analysis, business management, and business organization in regards to starting new gold mining businesses in Tanzania, by introducing foreign investors and facilitating investments into the country.

    (b) To search, research or mine, minerals and mines and to process, market or sell minerals and gemstones of any kind whatsoever obtained from various sites in the United Republic of Tanzania and to purchase or otherwise acquire, hold, sell, exchange, work, exercise, develop, turn to account and dispose of gold, diamonds, any interests in the same, respectively, and to carry on the business of refining, cutting, polishing or selling of minerals, precious stones, gold, diamonds and industrial minerals at any state of ore, rough, precious and semi precious stones.

    (c) To carry on the business of builders, real estate developers, masonry and general construction contractors and haulers and among other things to construct, repair, execute, carry out, equip, sell, improve work and advertise estates, roadways, train ways, ships, air-crafts, docks, harbors, hangers, wharves, canals, watercourses, reservoirs, embankments, irrigation systems, reclamation, sewage, drainage and other sanitary works, water, gas, electric and other supply work houses, buildings and erections of every kind and to carry on any other business in connection with the above mentioned business that are customarily or usually carried on in connection therewith or naturally incidental thereto.

    (d) To invest and deal with moneys of the company not immediately required upon such securities and in such manner as may from time to time be determined.

    (e) To amalgamate with any other company having objects altogether or in any part similar to those of this company.

    (f) To purchase or otherwise acquire letters, patents, concessions, licenses, rights and privileges subject to royalty or otherwise, and whether exclusive or inclusive or limited, or any part interest in such letters, patents, brevets, concessions, licenses, rights and privileges, whether in East Africa or any other part of the world.

    (g) To enter into partnership or into any arrangements for sharing profits, union or interests, co-operation, joint venture, reciprocal, concession, or otherwise with any persons, firm or company carrying on or engaged in or about to carry on or engage in any business or transaction which this company is authorized to carry on, or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit this company. And to lend money to, guarantee the contracts of, or otherwise assist, and sell, hold, re issue with or without guarantee or otherwise deal with the same.

    (h) To undertake cross-border marketing of all types of services, products and general merchandise.

    (i) To carry on all or any business of travel agents, transport, cartage and haulage contractors, garage proprietors, owners and chatterers of road vehicles, aircraft and ships tugs, barges and boats of every description, lighter men and carriers of good passengers by road, rail water or air, carmine, cartage contractors and agent, forwarding, transport and commission agents, customs agents, stevedores, harbingers, cargo superintendents, packets, four travel expedition and safari operators, travel tickets and commission agents, haulers, warehouse-man, storekeepers, engineers, electricians and job masters.

    (j) To carry on all or any business of trade of any kind of goods within or without of Tanzania.

    (k) To carry on any business of tourism, hotels, hotels, lodges, accommodation, sailing, boats, safari in Tanzania and outside of Tanzania.

    (l) To distribute in specie or otherwise as many be resolved any assets of the company among its members and particularly the shares, debentures or other company formed to take over the whole of any party of the assets or liabilities of this company.

    (m) To provide services to interested companies, organizations, private persons in Tanzania and in other countries in the sphere of project development for the benefit of the company and third parties.

    (n) To pay for any property or assets acquired by the company either in cash or fully or partly paid shares or by the issue of securities or obligations, or partly in one mode and partly in another and generally on such terms as may be determined.

    (o) To pay the expenses, costs and charges for or incidental to promotion, establishment and registration of the company, or which the company shall consider to be in nature of preliminary expenses including therein the costs of advertising, commissions for underwriting brokerage, printing and stationery.

  4. The liability of members is limited.

  5. The share capital of the company at the date of adoption of these Articles is ten million Tanzanian shillings (Tshs. 10,000,000) divided into 100 shares of Tshs 100,000 each.

We, the several persons, whose names addressed and occupations are subscribed, are desirous of being formed into a company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.


Names of subscribers Number of shares Signature of
and their profession taken by each subscribers
and addresses subscriber  
     

Start Your Own Gold Mine LLC    
Limited Liability Company    
1364 Lindenwood Grove 99 shares  
Colorado Springs, CO 80907    
UNITED STATES    
     

Mr. Romwald Eletherius Ponera    
PO BOX 72783    
House #879, Mbezi Louis Msigani 1 share  
Dar es Salaam    
TANZANIA    

Dated at Dar es Salaam, Tanzania, on this July 11th 2016.

Witness to the above signature:

The Companies Act 2002, Articles of Association of START YOUR OWN GOLD MINE LIMITED

Table A

The regulations in Table A in the First Schedule to the Companies Act 2002 shall not apply to the Company unless if the same is repeated or contained in these Articles.

Interpretation

In these Articles unless the context otherwise requires, expressions defined in the Companies Act 2002 shall have the meanings so defined and the words standing in the first column of the definition listing next hereafter contained shall bear the meanings set opposite to them respectively in the second column thereof, namely:

Words Meanings

Act - the Companies Act 2002 or any statutory reenactment or modification thereof for the time being in force, and reference to any section or provisions of the Act shall include reference to any statutory reenactment or modification of such section or provision for the time being in force;

Articles - these are the Articles of Association of START YOUR OWN GOLD MINE LIMITED

Board - the board of Directors of the Company or the Directors present at a duly convened meeting of Directors at which quorum has been attained;

Chairman - the Chairman of the Company;

Company - START YOUR OWN GOLD MINE LIMITED

Directors - the Directors for the time being of the company or if there be only one Director then such one Director;

Dividends - any distribution (whether in cash or property, and whether made before of during a winding up) by the Company to any Member with respect to a Member´s equity interest in the Company;

Member - a registered shareholder in the company;

Memorandum - the Memorandum of Association of the Company;

Objects - the objects of the Company;

Office - the registered office of the Company;

Organizing board - is divided into seven distinct areas called divisions, that are numbered from 1 to 7. Each one performs specific functions necessary to produce a product specific to that division.

Quorum - (in the case of Board meeting) two (2) Directors as the minimum number of Directors who must be present at a meeting in order for business to be transacted;

Year - the financial year as determined by the Board of Directors;

Private Company

  1. The Company is a Private Company, and accordingly:

    (a) No invitation shall be issued to the public to subscribe for any shares or debentures of the Company;

    (b) The number of the Members, not including persons who are in the employment of the Company is limited to fifty (50) Members: Provided that, for the purpose of this provision, where two or more persons hold one or more shares in the Company jointly, they shall be treated as a single Member;

    (c) The right to transfer the shares of the Company is restricted in the manner hereinafter provided; and

    (d) The Company shall not have powers to issue share warrants to bearers.

Share Capital

  1. The share capital of the Company at the date of adoption of these Articles is divided into one hundred shares (100).

Transfer of Shares

  1. No shareholder shall sell, assign or otherwise transfer any shares without the prior written consent of the the shareholders except as provided in this Article.

  2. If any Member (the Offeror) wishes to transfer any of its shares in the Company, it shall first offer (the Offer) all of such shares it is seeking to transfer (the Offer Shares) to the other Members (the Offeree).

  3. The Offer shall

    (a) be in writing and shall be delivered by the Offeror to the Offeree at its address registered with the Company with a copy to the Company Secretary;

    (b) be irrevocable and open for acceptance by the Offeree for a period of thirty (30) days following the date receipt of the Offer by the Offeree;

    (c) if any offer for the Offer Shares has been made by a bona fide third party to the Offeror, be accompanied by a true and complete copy of any such offer; and which in either case must contain the name of the bona fide third party and in the case where the bona fide third party is acting in the capacity of the agent, the name of his ultimate principal;

    (d) in all other cases apart from those referred to in Article 35(c), stipulate a cash price at which the Offeror is prepared to sell the Offer Shares and which shall be payable fee of set-off or other deduction against delivery of the certificates in respect to the Offeree or its nominee; and

    (e) not be subject to any other term or condition except that whole (and not a part only) of the Offer must be accepted.

  4. In the event that the Offer is accepted by more than one of the Offerees, the right of first refusal mentioned above shall be deemed to be proportionate to each Offeree`s existing shareholding in the Company. For the avoidance of doubt, in the event any Offeree does not accept the Offer each Offeree which has accepted the Offer shall be entitled, within twenty (20) days after being notified by the Offeree that any Offeree has not accepted the Offer, to accept the whole (and not any part) of the Offer in respect of the Offer Shares not accepted by any Offeree at the same price and on the same terms as stated in the original Offer.

  5. If the whole of the Offer (and not part only) is not accepted by the Offeree within the period referred to in Article 35 (b) (as extended, if necessary, pursuant to Article 36), then the Offeror shall be entitled, within thirty (30) days after such non-acceptance, to sell and transfer all (but not a part only) of the Offer shares to a bona fide purchaser (and, where article 35(c) is applicable to the bona fide third party referred to therein) (the Third Party) at a price not lower and on terms and conditions not more favorable to that Third Party than those at which the Offeree was entitled to purchase the Offer Shares in terms of the Offer. Should the Offeror not sell all the Offer Shres within such thirty (30) day period, then Articles 34-37 inclusive shall apply de novo.

  6. No transfer shall be registered unless a proper instrument of transfer shall have been delivered to the Company. the instrument to transfer of a share shall be executed by both the transferor and the transferee, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. all instruments of transfer, when registered, shall be retained by the Company.

  7. The Board may, in its absolute discretion and without assigning any reason therefore, decline to register any transfer of shares (other than fully paid shares) to a person of whom it shall not approve. the Board may also decline to register any transfer of shares on which the Company has a lien.

  8. The Board may decline to recognize any instrument of transfer if:

    (a) Such fee to be determined by the Board is not paid to the Company in respect thereof;

    (b) The instrument of transfer is not lodged with the company at the registered office of the Company or is not accompanied by the certificate of the share to which it relates, and such other evidence as the Board may reasonably require to show the right of the ttransferor to make the transfer; and

    (c) The instrument of transfer is in respect of more than one class of shares.

  9. If the Board refuses to register a transfer it shall, within two months after the date on which the transfer was lodged, send to the transferee notice of the refusal and the instrument of transfer that the Board has refused to register shall be returned to the transferee.

  10. The company shall be entitled to charge a fee to be determined by the Board on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, or another instrument relating to or affecting the title to any share.

General Meetings

  1. The Company shall in each year hold a general meeting as its Annual General Meeting in addition to any other meetings in that year, and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. the Annual General Meeting shall be held at such time and place and in such manner or mode, electronically or otherwise as the Board shall appoint.

Notice of General Meetings

  1. Notice of every General Meeting shall be given in manner hereinafter mentioned to such persons as are, in accordance with the provisions of these Articles, entitled to receive such notice from the Company.

    Provided that with the consent af all the Members entitled to receive notice of some particular meeting, tha meeting may be convened by such shorter notice and in such manner as those Members may think fit. In every notice calling a meeting there shall appear with reasonable prominence a statement that a Member entitled to attend is entitled to appoint one or more proxies to attend and instead of him and that a proxy need not also be a Member.

  2. The accidental omission to give notice of a meeting or (in case where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive notice shall non invalidate the proceedings at that meeting.

Directors

  1. Unless and until otherwise from time to time determined by a special resolution of the Company, the number of Directors (excluding alternate directors) shall not be less than two and not more than eight in number. if at any time the number of Directors falls below the minimum number fixed by or in accordance with these Articles, the remaining Directors may act for the purpose of convening a general meeting or for the purpose of bringing the number of Directors to such minimum, and for no other purpose. the remuneration of the Directors shall from time to time be determined by the Board.

    The first Directors of the Company are :

    (a) Mr. Jean Marc Louis

    (b) Mr. Romwald Eletherius Ponera

    Unless otherwise determined by the Company in a General Meeting, the Board shall appoint the Chairman of the Board and the Board shall fix his remuneration. the Chairman of the Board shall also be the Chairman of the General Meeting of the Company.

  2. Each Director shall have the power to appoint an alternate Director to act in his place and may at his discretion, remove such alternate Director. a person so appointed shall be subject in all respects to the terms and conditions existing in respect of Directors and each alternate Director, while so acting shall exercise and discharge all functions, powers and duties as a Director of his appointer in such appointer's absence.

  3. All appointments and removals of an alternate Director shall be effected by instrument in writing delivered at the Office and signed by the appointer. a Director exercising the power to appoint an alternate Director shall give prior notice of such appointment in writing the Secretary of the Board. Each of the Directors, other than the Chairman of the Board, shall be entitled to remuneration at such rate as the Members in General Meeting may from time to time determine (by ordinary majority) and the Chairman shall be entitled to remuneration at such higher rate as the Company in General Meeting may from time to time determine. The Directors (including alternate Directors) shall be entitled to be paid their reasonable traveling, hotel and incidental expenses of attending and returning from meetings of the Board or committees of the Board or General Meetings or otherwise incurred while engaged on the business of the Company.

  4. Any Director who, by request, performs special services or who otherwise performs services which, in the opinion of the Board, are outside the normal scope of the usual duties of a Director, may be paid such extra remuneration by way of salary, percentage of profits or otherwise as the Board may determine which shall be charged as part of the Company's ordinary working expenses.

  5. Without prejudice to the last preceding article and to the provisions for retirement by rotation or otherwise hereinafter contained, the office of a Director shall be vacated in any of the events following, namely if:

    (a) he or she resigns his office by writing under his hand left at the Office; or

    (b) he or she does not follow the policies and the Administrative Scale as it will be provided by Members, or

    (c) he or she be found lunatic or become of unsound mind or a receiving order is made against him or he compounds with his creditors;or

    (d) without leave, he is absent, otherwise than on the business of the Company, from meetings of the board for two consecutive months, and the Board resolves that his office be vacated; or

    (e) without the consent of the remaining Directors he holds any office or place of profit under the Company other that that of Managing Director, Manager or Trustee of any deed for securing debentures of the Company.

Borrowing Powers

  1. The Directors may exercise all the powers of the Company to borrow, lend and guarantee the repayment of money and to mortgage or charge or otherwise secure its undertaking, assets, property and uncalled capital or any part thereof and to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

    The Directors may exercise all the powers of the Company to guarantee and become surety for the liabilities, the performance of contracts and the repayment of monies by any person, firm or company and to issue charges, mortgages, debentures or lien to secure performance by the Company of any such guarantee or surety.

  2. All checks, promissory notes, drafts, bills of exchange and other negotiable and transferable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed of otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine.

Secretary

  1. The Secretary shall be appointed by the Board for such term, at such remuneration and upon conditions as it may think fit, and any Secretary so appointed may be removed by the Board.

Rotation of Board

  1. Without prejudice to the power of the Company in General Meeting in pursuance of any of the provisions of these Articles to appoint any person to be a Director, the Board shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Board, but so that the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with these Articles. any Director so appointed shall hold office only until the next following Annual General Meeting and shall then be eligible for reelection but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting.

Dividends

  1. The Company in General Meetings may from time to time declare dividends to be paid to the Members according to their rights and interests in the profits, but no dividend shall be declared in excess of the amount recommended by the Board.

  2. The Board may deduct from any dividend or bonus payable to any Member all sums of money (if any) presently payable by him to the Company on account of calls.

  3. No dividend shall bear interest against the Company.

Administrative Scale

The Administrative Scale gives a sequence and relative seniority of subjects relating to organization and planning. It is provided by members of the company and is to be followed by all directors. The Administrative Scale consists of Goals, Purposes, Policies, Plans, Programs, Projects, Orders, Ideal Scenes, Statistics and Valuable Final Products. The Board of Directors may provide corrections, suggestions, planning that is in accordance with the Administrative Scale as provided by members.

Organizing Board

The Organizing Board of the Company consists of 3 Senior Executives and 7 Divisions, each with 3 Departments, as it will be defined by the Administrative Scale. Senior Executives are Executive Director, JL Communications Office Executive Secretary, and Organization Executive Secretary. Executives may be in the position of Deputy or In-Charge until they are fully trained for their position. The JL Communications Office Executive Secretary is responsible for 3 Divisions: Executive Division, JL Communications Office Division and Dissemination Division. The Organization Executive Secretary is responsible for 4 Divisions: the Treasury Division, Technical Division, Qualifications Division and Public Divisions. The details of the Organizing Board may by provided by the Administrative Scale as written and drawn in future by Members of the Company.

Accounts

  1. The Board shall cause true accounts to be kept of:

    (a) the sums of money received and expended by the Company and the matters in respect of which such receipt and expenditure take place; and

    (b) all sales and purchases of goods by the Company; and

    (c) The assets and liabilities of the Company.

Winding up

  1. With the sanction of an extraordinary resolution of Members, any part of the assets of the Company, including any shares in or securities of other companies, may be divided among the members of the Company in specie or may be vested in trustees for the benefit of such Members, and in liquidation of the Company may be closed and the Company dissolved, but, so that no Member shall be compelled to accept any shares whereon there is any liability.

  2. Any contacts and databases, and information belonging to the Company, shall be given and transmitted to Members for the further usage in business.

Arbitrage

Board of Directors and Members, are in agreement that in case of any legal troubles, 3 people are to be chosen by Members of the company to provide arbitrage that is going to make a final conclusion of any disputes. These people have to be of ethical character and older than 40 years, with families and their own businesses in good standing. They may be also chosen by the Administrative Scale as provided by Members. If any member of the Company or member of the Board of Directors chooses a court for disputes, or is in breach of this article, he or she will be liable for compensation to the Company in amount of 10 million Tanzanian shillings and Company may assign according to Administrative Scale this money to the damaged party whoever it may be.

Indemnity

  1. Subject to the requirements of Section 214 of the Act every Director, Managing Director, Manager, Officer of the Company shall be indemnified out of the funds of the Company against all losses or liabilities incurred by him as such Director, Managing Director, Manager, Officer or Auditor in or about the execution of his duties and no Director or other officer shall be liable for any loss which may be incurred by the Company in execution or in which he is acquitted or in connection with any application under Section 481 of the Act in which relief is granted to him by the court.

WE, the several persons whose names addressed and occupations are subscribed, are desirous of being formed into a Company in pursuance of this Articles of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.


Names of subscribers Number of shares Signature of
and their profession taken by each subscribers
and addresses subscriber  
     

Start Your Own Gold Mine LLC    
Limited Liability Company    
1364 Lindenwood Grove 99 shares  
Colorado Springs, CO 80907    
UNITED STATES    
     

Mr. Romwald Eletherius Ponera    
PO BOX 72783    
House #879, Mbezi Louis Msigani 1 share  
Dar es Salaam    
TANZANIA    

Dated at Dar es Salaam, Tanzania on this July 11th 2016.

Witness to the above signature:

Call mentor's assistant Mr. Ezekiel Boniface, the alternative director of START YOUR OWN GOLD MINE IN Tanzania, on +255627462910

If you wish to call mentor Mr. Jean Louis for anything relating to Start Your Own Gold Mine simply call the number or on mobile devices click on this phone number +385995781407 to get immediately in touch, regardless of the time zone.

Current location of Mentor to Start Your Own Gold Mine

I am Mr. Jean Louis, mentor for Start Your Own Gold Mine program and I am currently located in Novska, Croata, for purposes of construction of gold mining equipment Europe and its exportation to Tanzania and Uganda. I am connecting to suppliers of mining equipment, and also promoting our Tanzanite gemstone inventory. You will need either to contact me by email or contact my assistant Ezekiel as described.

Contact us to Start Your Own Gold Mine

Contact us to Start Your Own Gold Mine. There is a simple rule at Start Your Own Gold Mine: if we can help you, we do, whenever and wherever necessary, and it's the way we've been doing business since 2002, and the only way we know


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