(the “Company”)


Under the Business Corporations Act (British Columbia), the directors of the Company are required to manage the Company’s business and affairs, and in doing so to act honestly and in good faith with a view to the best interests of the Company. In addition, each director must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

The responsibilities of the Board of Directors include setting long term goals and objectives for the Company, formulating the plans and strategies necessary to achieve those objectives and supervising senior management in their implementation. Although the Board delegates the responsibility for managing the day to day affairs of the Company to senior management personnel, the Board retains a supervisory role in respect of, and ultimate responsibility for, all matters relating to the Company and its business.
The Board fulfills its mandate through direct oversight, setting policy, appointing committees and appointing management. Specific responsibilities include the following:

1. Approving the issuance of any securities of the Company.

2. Approving the incurrence of any debt by the Company.

3. Reviewing and approving capital, operating and exploration and development expenditures including any budgets associated with such expenditures.

4. Approving the annual financial statements and quarterly financial statements, including the Management Discussion & Analysis, information circulars, annual information forms, annual reports, offering memorandums and prospectuses.

5. Approving material investments, dispositions and joint ventures, and approving any other major initiatives outside the scope of approved budgets.

6. Reviewing and approving the Company’s strategic plans, adopting a strategic planning process and monitoring the Company’s performance.

7. Reviewing and approving the Company’s incentive compensation plans.

8. Determining the composition, structure, processes and characteristics of the Board and the terms of reference of committees of the Board and establishing a process for monitoring the Board and its directors on an ongoing basis.

9. Appointing a Compensation Committee, an Audit Committee and other Board Committees and delegating to any such committees powers of the Board as appropriate and legally permissible.

10. Nominating candidates for the Board to the shareholders and ensuring an appropriate orientation and education program for new directors and officers is provided.

11. Determining whether individual directors meet requirements for independence under applicable regulatory requirements.

12. Monitoring the conduct of the Company and ensuring that it complies with applicable legal and regulatory requirements.

13. Ensuring that directors who are independent of management have the opportunity to meet regularly.

14. Reviewing this Mandate and other Board policies and terms of reference for Committees in place from time to time and propose modifications as applicable.

15. Appointing senior management, monitoring the performance of senior management, formulating succession plans for senior management and, with the advice of the Compensation Committee, approving the compensation of senior management.

16. Continually monitor and assess the Company’s principal business risks and opportunities of the Company.

17. Ensuring policies and processes are in place to ensure the integrity of the Company’s internal control, financial reporting and management information systems.

18. Ensuring appropriate policies and processes are in place to ensure the Company’s compliance with applicable laws and regulations, including timely disclosure of relevant corporate information and regulatory reporting.

19. Exercising direct control during periods of crisis.

20. Serving as a source of advice to senior management, based on directors’ particular backgrounds and experience.

Organization of the Board of Directors

Independence: The Board believes that adequate structures and processes are in place to facilitate the functioning of the Board with a level of independence of the Company’s Management that is adequate and appropriate given the Company’s size and scope.

Committees: The Company has an Audit Committee and Compensation Committee. The Company may establish other committees from time to time.


The Board holds regular annual and quarterly meetings. Between the quarterly meetings, the Board meets on an ad hoc basis as required, generally by means of telephone conferencing facilities. As part of the annual and quarterly meetings, the independent directors also have the opportunity to meet separate from management. Management also communicates informally with members of the Board on a regular basis, and solicits the advice of Board members falling within their specific knowledge and experience. Each director is expected to review all Board meeting materials in advance of each meeting and make all reasonable efforts for attendance at all Board and Board Committee meetings.