Exhibit 4.1

			Number: BC0786321

CERTIFICATE

OF

INCORPORATION

BUSINESS CORPORATIONS ACT

I Hereby Certify that OCEANAGOLD CORPORATION was incorporated under the Business Corporations Act on March 22, 2007 at 04:48 PM Pacific Time.

			Issued under my hand at Victoria, British Columbia
			On March 22, 2007
			/s/ RON TOWNSHEND
			RON TOWNSHEND Registrar of Companies Province of British Columbia Canada