Exhibit 3.1

DEAN HELLER

Secretary of State

206 North Carson Street

Carson City, Nevada 89701-4299

(775) 684-5708

Website: secretaryofstate.biz

Articles of Incorporation
(PURSUANT TO NRS 78)

Important. Read attached instructions before completing form.

ABOVE SPACE IS FOR OFFICE USE ONLY

1.

Name of Corporation:

TOUCHSTONE MINING LIMITED

2.

Resident Agent

The Corporation Trust Company of Nevada

 

Name and Street Address:

Name

 

(must be a Nevada address

6100 Neil Road, Suite 500

Reno

NV

89511

 

where process may be

Street Address

City

State

Zip Code

 

served)

       
   

Optional Mailing Address

City

State

Zip Code

3.

Shares: (number of shares)

           
 

corporation authorized to

Number of shares

     

Number of Shares

 
 

issue

with par value:

100,000,000

Par value:

0.00001

without par value:

None

4.

Name & Addresses of

1.

Douglas Wayne Scheving

 

Board of Directors/Trustees:

 

Name

 

(attach additional page

 

808 Nelson Street, Suite 2103

Vancouver

BC

V6Z 2H2

 

there is more than 3

 

Street Address

City

State

Zip Code

 

directors/trustees)

2.

Phillip Issac Beynon

     

Name

     

45781 Timothy Avenue

Chilliwack

BC

V2R 2S3

     

Street Address

City

State

Zip Code

   

3.

 
     

Name

             
     

Street Address

 

City

State

Zip Code

5.

Purpose:

The purpose of this Corporation shall be:

 

(optional - see instructions)

To engage in and carry on any lawful business activities and acts desirable to accomplish such purpose.

6.

Names, Address

Conrad C. Lysiak

/s/ Conrad C. Lysiak

 

and Signature of

Name

Signature

 

Incorporator.

601 West 1st Avenue, Suite 503

Spokane

WA

99201

 

(attach additional page there

Address

City

State

Zip Code

 

is more than 1 incorporator)

 

7.

Certificate of Acceptance

I hereby accept appointment as Resident Agent for the above named corporation.

 

of Appointment of

/s/ Dean Heller

9/12/2005

 

Resident Agent:

Authorized Signature of R. A. or On Behalf of R. A. Company

Date

This form, must be accompanied by appropriate fees. See attached fee schedule.

 


TOUCHSTONE MINING LIMITED
ADDITIONAL ARTICLES

Section 1.   Acquisition of Controlling Interest.

The Corporation elects not to be governed by NRS 78.378 to 78.3793, inclusive.

Section 2.   Combinations with Interest Stockholders.

The Corporation elects not to be governed by NRS 78.411 to 78.444, inclusive.

Section 3.   Liability.

To the fullest extent permitted by NRS 78, a director or officer of the Corporation will not be personally liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, provided that this article will not eliminate or limit the liability of a director or officer for:

  1. acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or

  2. the payment of distributions in violation of NRS 78.300, as amended.

Any amendment or repeal of this Section 3 will not adversely affect any right or protection of a director of the Corporation existing immediately prior to such amendment or repeal.

Section 4.   Indemnification.

  1. Right to Indemnification.   The Corporation will indemnify to the fullest extent permitted by law any person (the "Indemnitee") made or threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of the Corporation) by reason of the fact that he or she is or was a director of the Corporation or is or was serving as a director, officer, employee or agent of another entity at the request of the Corporation or any predecessor of the Corporation against judgments, fines, penalties, excise taxes, amounts paid in settlement and cost, charges and expenses (including attorney's fees and disbursements) that he or she incurs in connection with such action or proceeding.

  2. Inurement.   The right to indemnification will inure whether or not the claim asserted is based on matters that predate the adoption of this Section 4, will continue as to an Indemnitee who has ceased to hold the position by virtue of which he or she was entitled to indemnification, and will inure to the benefit of his or her heirs and personal representatives.

     

     

     

     

     


  3. Non-exclusivity of Rights.   The right to indemnification and to the advancement of expenses conferred by this Section 4 are not exclusive of any other rights that an Indemnitee may have or acquire under any statue, bylaw, agreement, vote of stockholders or disinterested directors, the Certificate of Incorporation or otherwise.

  4. Other Sources.   The Corporation's obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving at the request as a director, officer employee or agent of another corporation, partnership, joint venture, trust, enterprise or other entity will be reduced by any amount such Indemnitee may collect as indemnification or advancement or expenses from such other entity.

  5. Advancement of Expenses.   The Corporation will, from time to time, reimburse or advance to any Indemnitee the funds necessary for payment of expenses, including attorneys' fees and disbursements, incurred in connection with defending any proceeding from which he or she is indemnified by the Corporation, in advance of the final disposition of such proceeding; provided that the Corporation has received the undertaking of such director or officer to repay any such amount so advanced if it is ultimately determined by a final and unappealable judicial decision that the director or officer is not entitled to be indemnified for such expenses.