Filed by Automated Filing Services Inc. (604) 609-0244 - Exelar Medical Corporation

EX-3.1 3 exhibit3-1.htm ARTICLES OF MERGER FOR RELAY MINES LIMITED AND TSI MED ACQUISITION CORP. Filed by Automated Filing Services Inc. (604) 609-0244 - Exelar Medical Corporation - Exhibit 3.1

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

FILED # C2820-01

SEP 13 2004

IN THE OFFICE OF
Dean Heller
DEAN HELLER, SECRETARY OF STATE

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 1

Important: Read attached instructions before completing form.

ABOVE SPACE IS FOR OFFICE USE ONLY

(Pursuant to Nevada Revised Statutes Chapter 92A)
(excluding 92A.200(4b))
SUBMIT IN DUPLICATE

1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box ¨ and attach an 81/2" x 11'' blank sheet containing the required information for each additional entity.

TSI MED ACQUISITION CORP.

Name of merging entity

NEVADA CORPORATION

Jurisdiction Entity type *

Name of merging entity

Jurisdiction Entity type *

Name of merging entity

Jurisdiction Entity type *

Name of merging entity

Jurisdiction Entity type *

and,

RELAY MINES LIMITED

Name of surviving entity

NEVADA CORPORATION

Jurisdiction Entity type *

* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

*This form must be accompanied by appropriate fees. See attached fee schedule.*	Nevada Secretary of State AM Merger 2003
	Revised on: 10/24/03

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2

Important: Read attached instructions before completing form.

ABOVE SPACE IS FOR OFFICE USE ONLY

	2)	Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1 90):


		Attn:

		c/o:

3)	(Choose one)

	¨ The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).

	x The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)

4)	Owner's approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for each entity) (if there are more than four merging entities, check box ¨ and attach an 8 1/2" x 11'' blank sheet containing the required information for each additional entity):

	(a)	Owner's approval was not required from

		TSI MED ACQUISITION CORP.
		Name of merging entity, if applicable


		Name of merging entity, if applicable


		Name of merging entity, if applicable


		Name of merging entity, if applicable

		and, or;

		RELAY MINES LIMITED
		Name of surviving entity, if applicable

*This form must be accompanied by appropriate fees. See attached fee schedule.*	Nevada Secretary of State AM Merger 2003
	Revised on: 10/24/03

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 3

Important: Read attached instructions before completing form.

ABOVE SPACE IS FOR OFFICE USE ONLY

(b) The plan was approved by the required consent of the owners of *:

Name of merging entity, if applicable

Name of merging entity, if applicable

Name of merging entity, if applicable

Name of merging entity, if applicable

and, or;

Name of surviving entity, if applicable

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

*This form must be accompanied by appropriate fees. See attached fee schedule.*	Nevada Secretary of State AM Merger 2003
	Revised on: 10/24/03

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 4

Important: Read attached instructions before completing form.

ABOVE SPACE IS FOR OFFICE USE ONLY

		(c)	Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):

			The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.

			TSI MED ACQUISITION CORP.
			Name of merging entity, if applicable


			Name of merging entity, if applicable


			Name of merging entity, if applicable


			Name of merging entity, if applicable
			and, or;

			RELAY MINES LIMITED
			Name of surviving entity, if applicable

*This form must be accompanied by appropriate fees. See attached fee schedule.*	Nevada Secretary of State AM Merger 2003
	Revised on: 10/24/03

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 5

Important: Read attached instructions before completing form.

ABOVE SPACE IS FOR OFFICE USE ONLY

5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:

Article 1.
The name of the corporation is XLR Medical Corp.

6) Location of Plan of Merger (check a or b):

¨ (a) The entire plan of merger is attached;

or,

x (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office

address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

Effective date (optional)":

9/15/04

* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them ''Restated'' or ''Amended and Restated,'' accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).

*This form must be accompanied by appropriate fees. See attached fee schedule.*	Nevada Secretary of State AM Merger 2003
	Revised on: 10/24/03

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 6

Important: Read attached instructions before completing form.

ABOVE SPACE IS FOR OFFICE USE ONLY

8)
Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*

(if there are more than four merging entities, check box ¨ and attach an 8 %'' x 1 1 '' blank sheet containing the required information for each additional entity.):

TSI MED ACQUISITION CORP.

Name of merging entity

President Sept. 13, 2004

/s/ Reg Handford

Signature Title Date

Name of merging entity

Signature Title Date

Name of merging entity

Signature Title Date

Name of merging entity

Signature Title Date

RELAY MINES LIMITED

Name of surviving entity

President Sept. 13, 2004

/s/ Logan Anderson

Signature Title Date

* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

*This form must be accompanied by appropriate fees. See attached fee schedule.*	Nevada Secretary of State AM Merger 2003
	Revised on: 10/24/03

Reset

STATE OF NEVADA
Secretary of State
I hereby certify that this is a true and
complete copy of the document as filed
in this office

SEP 13 2004

Dean Heller

By /s/ Dean Heller

1)	Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box ¨ and attach an 81/2" x 11'' blank sheet containing the required information for each additional entity.

	TSI MED ACQUISITION CORP.

	Name of merging entity

	NEVADA	CORPORATION
	Jurisdiction	Entity type *



	Name of merging entity


	Jurisdiction	Entity type *



	Name of merging entity


	Jurisdiction	Entity type *



	Name of merging entity


	Jurisdiction	Entity type *

	and,


	RELAY MINES LIMITED

	Name of surviving entity

	NEVADA	CORPORATION
	Jurisdiction	Entity type *

		(b)	The plan was approved by the required consent of the owners of *:


			Name of merging entity, if applicable


			Name of merging entity, if applicable


			Name of merging entity, if applicable


			Name of merging entity, if applicable

			and, or;


			Name of surviving entity, if applicable

	5)	Amendments, if any, to the articles or certificate of the surviving entity. Provide *article numbers, if available. (NRS 92A.200):**

		Article 1. The name of the corporation is XLR Medical Corp.

	6)	Location of Plan of Merger (check a or b):

		¨ (a) The entire plan of merger is attached;
		or,

		x (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office
		address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

8)	Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)* (if there are more than four merging entities, check box ¨ and attach an 8 %'' x 1 1 '' blank sheet containing the required information for each additional entity.):

	TSI MED ACQUISITION CORP.
	Name of merging entity
		President	Sept. 13, 2004
	/s/ Reg Handford
	Signature	Title	Date


	Name of merging entity


	Signature	Title	Date


	Name of merging entity


	Signature	Title	Date


	Name of merging entity


	Signature	Title	Date

	RELAY MINES LIMITED
	Name of surviving entity
		President	Sept. 13, 2004
	/s/ Logan Anderson
	Signature	Title	Date