EX1A-2A CHARTER 3 tm2030739d1_ex2-1.htm EXHIBIT 2.1

Exhibit 2.1

STATE OF NEVADA BARBARA K. CEGAVSKE Secreta1y of State Commercial Recordings Division 202 N. Carson street Carson City, NV89701-4201 Telephone (775) 684-5708 Fax(775) 684-7138 KI.MBERLEY PERONDI Deputy SecretaJy for Commercial Recordings OFFICE OF THE SECRETARY OF STATE Erin Lylyk Northwest Law Group 595 Howe Street Suite 704 Vancouver, BC, BC V6C2T5 Job:C20180920-1778 September 20, 2018 Special Handling Instructions: Charges Payments Credit Balance: $0.00 Job Contents: Corp Charter File Stamped Copies Business License 1 2 1 Erin Lylyk Northwest Law Group 595 Howe Street Suite 704 Vancouver, BC, BC V6C2T5 Type Description Amount Credit 81020215374856035496294403086 $825.00 Total $825.00 Description Docwnent Nwnber Filing Date!fime Qty Price Amount Articles oflncorporation 20180414138-12 9/20/2018 4:20:05 PM 1 $175.00 $175.00 Initial List 20180414139-23 9/20/2018 4:20:06 PM 1 $150.00 $150.00 Business License 9/2018-9/2019 20180414139-23 9/20/2018 4:20:06 PM 1 $500.00 $500.00 Total $825.00

1111111111111111111111111111111111111111 *040105* BARBARA K.CEGAVSKE Secretary of State 202 North Carson Street Carson City,Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov 20180414138-12 (PURSUANT TO NRS CHAPTER 78) (This document was filed electronically.) ABOVE SPACE IS FOR OFFICE USE ONLY USE BLACK INK ONLY • DO NOT HIGHLIGHT Name DNoncommercial Registered Agent 0Office or Position with Entity OR Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity Street Address City Zip Code Mailing Address (if different from street address) City Zip Code shares with I without Par value Name Street Address Name Street Address (see instructions) y of perjury,that the information contained herein i s correct and acknowledge elony to knowingly offer any f al se or f orged instrument for filing in the Office of City State Zip Code Entity. 20/2018 Nevada Secretary of State NRS 78 Articles Revised: 1 5·15 This form must be accompanied by appropriate fees. 1.Name of Corporation: lvERITRANSFER INC. I 2.Registered Agent for Service of Process: (check only one box) IXJ Commercial Registered Agent: IEMPIRE STOCK TRANSFER INC. I (name and address below) (name and address below) I I I II INevada! I L _JL J NevadaL 3. Authorized Stock: (number of shares corporation is authorized to issue) Number of Number of shares par value:200000000Iper share: $1 0.00010! par value: I0 I 4.Names and Addresses of the Board of Directors/Trustees: (each Director/Trustee must be a natural person at least 18 years of age; attach additional page if more than two directors/trustees) 1) I NICO CIVELLI I IISINGAPORE, CAN II CA 11238868 I CityState Zip Code I !!TORONTO, CAN II CA IIMsA 0C3 I CityState Zip Code 1350 ORCHARD RD, SHAW HOUSE E15-08 10 2) !MARK LAWSON 11607 - 170 SUMACH STREET 5.Purpose:(optional; required only if Benefit Corporation status selected) The e!:!!f:>Ose of the coreoration shall be: IANY LEGAL PURPOSE I 6.Benefit Corporation: Oves 7.Name, Address and Signature of Incorporator: (attach additional page if more than one incorporator) Idecl are, to the best of my knowl edge under penalt that pursuant to NRS 239.330,it is a category C f the Secretary of State. LHARK LAWSON Name 11607 - 170 SUMACH STREET Address X MARK LAWSON Incorporator Signature IITORONTO' CAN II CA IIMsA 0C3 I 8.Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named X EMPIRE STOCK TRANSFER INC. l s/ I Authorized Signature of Regsi tered Agent or On Behalf of Registered Agent Entity Date Articles of Incorporation Filed in the office of K-Barbara K. Cegavske Secretary of State State of Nevada Document Number Filing Date and Time 09/20/2018 4:20 PM Entity Number E0443722018-5

ARTICLES OF INCORPORATION

VERITRANSFER INC. INC.

ADDITIONAL ARTICLES

Section 1. Capital Stock

The aggregate number of shares that the Corporation will have authority to issue is Two Hundred Million (200,000,000), of which One Hundred Million (100,000,000) shares will be common stock, with a par value of $0.0001 per share, and One Hundred Million (100,000,000) shares will be preferred stock, with a par value of $0.0001 per share.

The Preferred Stock may be divided into and issued in series. The Board of Directors of the Corporation is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. The Board of Directors of the Corporation is authorized, within any limitations prescribed by law and this Article, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of Preferred Stock including but not limited to the following.

(a) The rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends shall accrue;

(b) Whether shares may be redeemed, and, if so, the redemption price and the terms and conditions of redemption;

(d) Sinking fund or other provisions, if any, for the redemption or purchase of shares;

(e) The terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion;

(f) Voting powers, if any, provided that if any of the Preferred Stock or series thereof shall have voting rights, such Preferred Stock or series shall vote only on a share for share basis with the Common Stock on any matter, including but not limited to the election of directors, for which such Preferred Stock or series has such rights; and

(g) Subject to the foregoing, such other terms, qualifications, privileges, limitations, options, restrictions, and special or relative rights and preferences, if any, of shares or such series as the Board of Directors of the Corporation may, at the time so acting, lawfully fix and determine under the laws of the State of Nevada.

The Corporation shall not declare, pay or set apart for payment any dividend or other distribution (unless payable solely in shares of Common Stock or other class of stock junior to the Preferred Stock as to dividends or upon liquidation) in respect of Common Stock, or other class of stock junior to the Preferred Stock, nor shall it redeem, purchase or otherwise acquire for consideration shares of any of the foregoing, unless dividends, if any, payable to holders of Preferred Stock for the current period (and in the case of cumulative dividends, if any, payable to holders of Preferred Stock for the current period and in the case of cumulative dividends, if any, for all past periods) have been paid, are being paid or have been set aside for payment, in accordance with the terms of the Preferred Stock, as fixed by the Board of Directors.

In the event of the liquidation of the Corporation, holders of Preferred Stock shall be entitled to receive, before any payment or distribution on the Common Stock or any other class of stock junior to the Preferred Stock upon liquidation, a distribution per share in the amount of the liquidation preference, if any, fixed or determined in accordance with the terms of such Preferred Stock plus, if so provided in such terms, an amount per share equal to accumulated and unpaid dividends in respect of such Preferred Stock (whether or not earned or declared) to the date of such distribution. Neither the sale, lease nor exchange of all or substantially all of the property and assets of the Corporation, nor any consolidation or merger of the Corporation, shall be deemed to be a liquidation for the purposes of this Article.

Section 2. Board of Directors

(a) Number of Directors. The number of the directors constituting the entire Board will be not less than one (1) nor more than fifteen (15) as fixed from time to time by vote of the majority of the entire Board, provided, however, that the number of directors will not be reduced so as to shorten the term of any director at the time in office.

(b) Vacancies. Any vacancies in the Board of Directors for any reason, and any directorships resulting from any increase in the number of directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen will hold office during the remainder of the term of office of the resigning director.

Section 3. Acquisition of Controlling Interest

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

Section 4. Combinations with Interest Stockholders

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

Section 5. 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:

(a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law;

(b) the payment of distributions in violation of NRS 78.300, as amended.

Any amendment or repeal of this Section 5 will not adversely affect any right or protection of a director of the Corporation existing immediately prior to such amendment or repeal.

Section 6. Indemnification

(a) 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 costs, charges and expenses (including attorneys’ fees and disbursements) that he or she incurs in connection with such action or proceeding.

(b) Inurement. The right to indemnification will inure whether or not the claim asserted is based on matters that predate the adoption of this Section 6, 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.

(c) Non-exclusivity of Rights. The right to indemnification and to the advancement of expenses conferred by this Section 6 are not exclusive of any other rights that an Indemnitee may have or acquire under any statute, bylaw, agreement, vote of stockholders or disinterested directors, these Articles of Incorporation or otherwise.

(d) Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving at its 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 of expenses from such other entity.

(e) 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 for 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.

I Rllllllllllll11111111111111111111111 BARBARA K.CEGAVSKE Secretary of State 202 North carsonStreet Carson City,Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Name (nameand address below) (name and address below) Number of shares 200,000,000 per share:$0.0001 par value: par value: Name State Zlp e Street Address City Name Street Address State Zip Code City D (seelnsU'udlons) ::===-239.330.1tls a c:atllgofyCfelonytolcnowfnglyotrur lnsl:mentfor tlloOfticocf -q-;-9 '-------------d Entity. Date '1/viJf Registered Agent gnature of Registered Agent or On Behalf of Registered Agent Entity A This form must be accompanied by app10prlate fees. USEBLACK INK OHLY-DO NOT HIGHUGHTABOVE SPACEIS FOROFRCEUSE ONLY 1. Name of Corporation: VERITRANSFBR INC. 2.Registered Agent for Service of Process:(check only onebox) DCommercial Registered Agent DNoncommercial Registered Agent li(J Office or Pnwith Entity EMPIRE STOCK TRANSFER Name of Noncommen:ial Registered Agent OR Name ofTdJe of Office or Other Position with Entity 1859 WHITNEY MESA DRHENDERSONNevada 89014 Street AddressCity ZlpCode Nevada Mailing Address (tf different fromstreet address) City ZipCode 3.Authorized Stoclc (number of SharascotpOtationis authorized to issue) Number of shares withPar value without 4.Namesand Addresses of the Board of Directors/Trustees: (each Oil'ectoriTrustee must be a natural person at least 18years of age; attaCh additionat pageif more than two dlrectorslbustees) 1) NICO CIVELU 3SO ORCHARD RD,SHAW HOUSE ElS-08/10 SINGAPORE238868 2) MARKLAWSON 1607-170 SUMACH STREETTORONTOON MSAOC3 s.Purpose:< requited only ifBenefit Corporation status selected) The purposeof the ceNpOI'8tion shaH be: To engage inany lawful act or activity for which corporations may be organized underNRS 78. 6.Benefit Corporation: Yes 7.Name,Address and Signature of Incorporator: (attach adOrtional pageIf more than oneincmporatof) 1declare,totho bestof my knowteclgo unclef penalty ofpesjury.lhaltile infonnatfan contaJnad llenlnIs cometand adaiOWiedge MARK LAWSONX ..-1607 - 170 SUMACHSTREETTORONTOON MSA OC3 AddressCltvState Zlo Code 8.Certificate of Acceptance of Appointment of I hereby acce t appointment as Registered Agent for the above name X Articles of Incorporation (PURSUANT TO NRS CHAPTER 78)

llllllllllllllllllllllllllllllllllllllll BARBARAK.CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 tns) 684-5708 Website: www.nvsos.gov USE BLACK INK ONLY DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Acceptance of Appointment by Registered Agent In the matter of I VERITRANSFER INC. Name of Represented Business Entity I am a: I, !EMPIRE STOCK TRANSFER INC. Name of Appointed Registered Agent OR Represented Entity Serving as Own Agent* (complete only one) a) IKJ commercial registered agent listed with the Nevada Secretary of State, b) 0 noncommercial registered agent with the following address for service of process: --------------------------------------------Nevada iL--------Street Address City Zip Code L-----------------------------IL---------------Nevadal------c) 0 represented entity accepting own service of process at the following address: Mailing Address (if different from street address} City Zip Code Title of Office or Position of Person in Represented Entity L---------------------------------------------Nevada lL--------Street Address City Zip Code L---------------------------L---------------NevadalL--------Mailing Address {if different from street address) City Zip Code and hereby state that on I 12/07/2016 Iaccepted the appointment as registered agent for Date the above named business entity. X 19/20/18 Date Nevada Secretaty of StateForm RA Acceptance Revised:1·5-15 *If changing Registered Agent when reinstating,officer's signature required. X Signature of Officer Date Registered Agent Acceptance (PURSUANT TO NRS 77.310) This form may be submitted by:a CommercialRegistered Agent. NoncommercialRegistered Agent or Represented Entity. For more information please visit http://www.nvsos.gov/lndex.aspx?page=141

:tcRETAR Y OF STATE CORPORATE CHARTER I, Barbara K. Cegavske, the duly elected and qualified Nevada Secretary of State, do hereby certify that VERITRANSFER INC., did on September 20, 2018, file in this office the original Articles of Incorporation; that said Articles oflncorporation is now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of said State ofNevada. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on September 20, 2018. K. Barbara K. Cegavske Secretary of State Certified By: Electronic Filing Certificate Number: C20180920-1778

(PROFIT) INITIAL/ANNUAL LIST OF OFFICERS, DIRECTORS AND STATE BUSINESS LICENSE APPLICATION OF: ENTITY NUMBER v-'-l =E:.R:.. ;:.:..;:..R:..::.A..;=N--S=-F=-=E= R:....I:=N--C= . ,I I E0443722018-5 I 1111111111111111111111111111111111111111 *100103* L -1--S-E--P'-, 2018 _.J TO SEP, 2019 :: : ::OPRE:OF:: USE BLACK INK ONLY • DO NOT HIGHLIGHT **YOU MAY FILE THIS FORM ONLINE ATwww.nvsilverflume.gov** D Return one file stamped copy. (If filing not accompanied by order instructions, file stamped copy will be sent to registered agent.) IMPORTANT: Read instructions before completing and returning this form. 1. Print or type names and addresses. either residence or business, for all officers and directors. A President,Secretary, Treasurer,or equivalent of and all Directors must be named. There must be at least one director. An Officer must sign the form. FORM WILL BE RETURNED IF UNSIGNED. 2.If there are additionalofficers, attach a list of them to this form. 3.Return the compl eted form with the filing fee. Annuallist fee is based upon the current total authorized stock as explained in the Annual List Fee Scheduel For Profit Corporations. A $75.00 penalty must be added for failure to file this form by the deadline. An annuallist received more than 90 days beforeits due date shall be deemed an amended list for the previous year. (This document was filed electronically.) ABOVE SPACE IS FOR OFFICE USE ONLY 4.State business license fee is $500.00/$200.00 for ProfessionalCorporations filed pursuant to NRS Chapter 89. Effective 2/1/2010, $100.00 must be added for failure to file form by deadline. 5.Make your check payable to the Secretary of State. 6.Ordering Copies: If requested above, one file stamped copy will be returned at no additionalcharge. To receive a certified copy,enclose an additional$30.00 per certification. A copy fee of $2.00 per page is requri ed for each additional copy generated when ordering 2 or more file stamped or certified copies. Appropriate instructi ons must accompany your order. 7.Return the compl eted form to: Secretary of State,202 North Carson Street,Carson City, Nevada 89701-4201, (775) 684-5708. 8.Form must be in the possession of the Secretary of State on or before the last day of the month in which it is due. (Postmark date is not accepted as receipt date.) Forms received after due date will be returned for additional fees and penalties. Failure to include annuallist and business license fees will result in rejection of filing. DPursuant to NRS Chapter 76, this entity is exempt from the business license fee. Exemption code: I I NRS 76.020 Exemption Codes I M5AOC3 I I M5AOC3 I I M5AOC3 I i M5AOC3 I None of the officers or directors identified in the list of officers has been identified with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawfulconduct. Ideclare,to the best of my knowledge under penalty of perjury,that the information contained herein is correct and acknowledge that pursuant to NRS 239.330,it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State. X MARK LAWSON Signature of Officer or Title ,.D:::.a:::t.:e:"--------., §smENT SECRETARY TREASUI 9/20/2018 4:2o:os PM I Nevada Secretary of State List Profit Form: 100103 Revised: 7·1·17 Other Authorized Signature HEK QNLY IF APPLI ABLE AND ENTER EXEMPTIQN QDE IN BQX BELQW NOTE: If claiming an exemption, a notarized Declaration of Eligibility form must be attached. Failure to 001 - Governmental Entity attach the Declaration of Eligibility form will result in rejectoi n,which could result in late fees. 006 ·NRS 680B.020 Insurance Co 0 This corporation is a publicly traded corporation. The Central Index Key number is:I 0 This publicly traded corporation is not required to have a Central Index Key number. NAME I MARK LAWSONI TITLE($) PRESIDENT (OR EQUIVALENT OF) CITY STATE j TORONTO ID TITLE($) SECRETARY (OR EQUIVALENT OF) CITY STATE j TORONTO ID TITLE($) TREASURER (OR EQUIVALENT OF) CITY STATE I TORONTO IC TITLE($) DIRECTOR CITY STATE I TORONTO :o ZIP CODE ADDRESS j 1607 - 170 SUMACH STREET , CANj NAME I MARK LAWSONI ZIP CODE ADDRESS j 1607 - 170 SUMACH STREET , CANj NAME I MARK LAWSONI ZIP CODE ADDRESS 1 1607 - 170 SUMACH STREET , CANI NAME I MARK LAWSONI ZIP CODE ADDRESS 1 1607 - 170 SUMACH STREET , CANI Filed in the office of K-Barbara K. Cegavske Secretary of State State of Nevada Document Number 20180414139-23 Filing Date and Time 09/20/2018 4:20 PM Entity Number E0443722018-5

st.CRETARY OF STAT'E NEVADA STATE BUSINESS LICENSE VERITRANSFER INC. Nevada Business Identification # NV20181679257 Expiration Date: September 30, 2019 In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada. Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on September 20, 2018 /(. Barbara K. Cegavske Secretary of State You may verify this license at www.nvsos.gov under the Nevada Business Search. License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which by law cannot be waived.