Our governance framework is built on transparency, ethics, and accountability to ensure integrity at every level of our organization.

The Company is committed to maintaining the highest standards of professional conduct. The Company’s reputation is dependent upon the good judgment, ethical standards, and personal integrity of every employee. Accordingly, the Company expects its officers and employees not only to comply with all applicable jurisdictional laws, but also to maintain the highest standards of personal integrity, fairness, honesty, and good judgment.

The following General Code of Conduct sets forth standards of conduct for all Company directors, officers and employees. In addition to these standards, each director, officer and employee is expected to comply with the laws, rules, and regulations now or subsequently adopted which pertain to his or her conduct as an employee of the Company and additional policies or laws specific to their position. Failure to comply with these policies, rules and procedures may subject the employee to disciplinary action, up to and including immediate dismissal from employment.

“Carrus” or the “Company” shall mean and refer to GREAT EAGLE GOLD CORP., including any subsidiaries thereof.

 Confidentiality

The Company’s confidential information is a valuable asset. The Company’s confidential information includes agreements, intellectual property, know-how, product plans, names and lists of customers and employees, and financial information. This information is the property of the Company and may be protected by patent, trademark, copyright and trade secret laws. All confidential information must be used for Company business purposes only. Every officer and employee must safeguard it. This responsibility includes not disclosing Company confidential information, such as information concerning the Company’s products or business over the Internet. This obligation extends to confidential information of third parties that the Company has rightfully received under Nondisclosure Agreements. Consistent with this policy, no officer or employee is permitted to use or disseminate any confidential information except as required for the normal performance of his or her job. Confidential information includes all non-public information. It also may include agreements, intellectual property, know-how, information or materials concerning plans, forecasts, decisions, problems, capabilities, intentions, contingencies, and timing of actions of the Company. By way of example, such information would include: proprietary information pertaining to the Company or its customers relative to planned mergers and acquisitions, investments, trading, earnings, cash flow, business plans, marketing strategies, or business opportunities. Such information may be available to officers and employees in many forms. It may be in the spoken word, printed or written on paper, stored in electronic form, or appear on a video display terminal.

Regardless of what form it may take, confidential information should not be discussed with family members or business or social acquaintances. Such information should not be discussed with other Company employees unless they have a need to know for purposes of performing their jobs. Inadvertent disclosures, such as through conversations in public places, should be avoided. Disclosures at the request of government agencies or in accordance with a subpoena should be made only in accordance with pertinent law, the Company’s specific procedures for responses to such requests, and where applicable, after clearing such disclosures with counsel for the Company.

Community Activities

Officers and employees of the Company are encouraged to participate in charitable, political and community activities as long as they clarify that they are acting as individuals rather than as representatives of the Company.

Officers and employees may accept directorships of charitable and non-profit organizations as long as such positions do not impair their ability to meet the performance standards of their position. The Chairman of the Board of Carrus, however, must approve acceptance of directorships for other types of corporations. Regardless of the type of corporation, any officer or employee serving as a director of any outside corporation must abstain from voting with respect to any transaction involving the Company and may require approval pursuant to the Company’s Related Party Transaction Policy.

Company facilities, equipment, and personnel are not to be used in connection with any election or campaign.Outside Employment

Employees are expected to devote their full time and energy to the Company’s business during normal business hours without prior approval. Employees are prohibited from engaging in outside employment if it could result in a compromise of the Company’s integrity (e.g.: performing services for a customer, competitor, or supplier of the Company). Further, employees should refrain from outside employment where such employment could impair their mental or physical effectiveness during the Company’s normal business hours. Prior to accepting outside employment, an employee should discuss doing so with his or her supervisor and/or the designated individual responsible for Human Resources.

Conflict of Interest

Officers and employees are prohibited from engaging in any activity or practice which conflicts with, or appears to conflict with, the interests of the Company, and shall ethically handle all actual or apparent conflicts of interest between personal and professional relationships. Officers and employees shall avoid conflicts of interest and promptly disclose and/or refer questions and concerns about potential conflicts to their supervisor, or the designated individual responsible for Human Resources.

The Company shall not enter into purchases, sales, or business transactions of a material nature (including service contracts, use of facilities and personnel, and payment of brokerage and appraisal fees) with any officer or employee, or a related party of either, unless such transaction is in the ordinary course of business and upon terms and conditions which do not favor such officer, employee or related party. The term “related party” includes a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and anyone residing in such person’s home (other than a tenant or employee). In addition, certain business transactions (e.g., loans, leases, sales or purchases of assets or services) between the Company and executive officers and directors of the Company or a Related Party of an executive officer or director are subject to review and regulation. Business transactions of this type should be brought to the attention of the employee’s supervisor in order to determine if the particular transaction is required under law to be disclosed to and approved by the Company’s Board of Directors.

An officer or employee shall not represent the Company in any transaction in which he or she, or a Related Party, has any material connection or substantial financial interest. Transactions involving close personal friends may also present a potential conflict of interest.

Officers and employees are prohibited from self-dealing or otherwise using their positions with the Company to further their own interests, and must immediately disclose to the Company’s Chief Executive Officer any potential conflict of interest of which they are aware, including those in which they have inadvertently become involved due to business or personal relationships with customers, suppliers, business associates, or competitors of the Company.

All dealings with customers, prospects, suppliers, and competitors must be conducted in accordance with the law and on terms that are fair and in the best interests of the Company. Decisions relating to placement of the Company’s business with current or prospective customers and suppliers must be based solely on business considerations. Employees must not allow personal relationships with current or prospective customers or suppliers to influence business decisions.

Acceptance of Gifts and Entertainment

Under no circumstances may officers, directors, employees, agents, or consultants accept any offer, payment, promise to pay or authorization to pay any money, gift or anything of value from customers, consultants, vendors and the like, that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud or opportunity for the commission of any fraud. Inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided they are not excessive or create an appearance of impropriety, do not violate this policy. Questions regarding whether a particular payment or gift violates this policy are to be directed to your supervisor.

Business Conduct and Ethics

The Company expects all officers, directors and employees to exercise good judgment to ensure the safety and welfare of officers, directors and employees, and to maintain a cooperative, efficient, positive, harmonious and productive work environment and business organization. These standards apply while working on our business premises, at offsite locations where our business is being conducted, at Company-sponsored business and social events, or at any other place where you are a representative of the Company.

All officers, directors and employees must comply with all applicable laws, regulations, rules and regulatory orders.

Computer Security

The Company maintains and operates computer systems. These systems house confidential information pertaining to customers and the Company, and, consequently, adequate steps must be taken to assure to the maximum extent possible that such information is kept secure and confidential. One of the principal means of doing this is through proper use of passwords. Since passwords serve as the employee’s key to the system, they should be secured in such a manner to avoid disclosure to or use by anyone other than the employee issued that password. In addition, a computer entrusted to an employee must be used in accord with Company policy applicable to such use.

Penalties for Non-Compliance

Failure to comply with this Code of Conduct or any of the policies of the Company may be cause for the employee’s dismissal and also may subject the employee to criminal penalties. Further, the Company is not obligated to defend any violator against a lawsuit or criminal charge by a regulatory authority, shareholder, or any other person.

Each officer and employee shall acknowledge in writing his or her receipt of a copy of the Company’s Code of Conduct, and agree to comply with the same.

  1. Mandate

The audit committee will assist the board of directors (the “Board”) in fulfilling its financial oversight responsibilities. The audit committee will review and consider in consultation with the auditors, the financial reporting process, the system of internal control and the audit process. In performing its duties, the committee will maintain effective working relationships with the Board, management, and theexternal auditors. To effectively perform his or her role, each committee member must obtain an understanding of the principal responsibilities of committee members hip as well and the Company’ s business, operations, and risks.

  1. Composition

The Board will appoint from among their membership an audit committee after each annual general meeting of the shareholders of the Company. The audit committee will consist of a minimum of three directors.

  • Independence

A majority of the members of the audit committee must not be officers, employees or control persons of the Company.

  • Expertise of Committee Members

Each member of the audit committee must be financially literate or must become financially literate within a reasonable period of time after his or her appointment to the committee. At least one member of the committee must have accounting or related financial management expertise. The Board shall interpret the qualifications of financial literacy and financial management expertise in its business judgment andshall conclude whether a director meets these qualifications.

  1. Meetings

The audit committee shall meet in accordance with a schedule established each year by the Board, and at other time that the audit committee may determine. The audit committee shall meet at least annually with the Company’s Chief Financial Officer and external auditors in separate executive sessions.

  1. Roles and Responsibilities

The audit committee shall fulfill the following roles and discharge the following responsibilities:

  • External Audit

The audit committee shall be directly responsible for overseeing the work of the external auditors in preparing or issuing the auditor’s report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures. 1n carrying out this duty, the audit committee shall:

  • recommend to the Board the external auditor to be nominated by the shareholders for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company;
  • review (by discussion and enquiry) the external auditors’ proposed audit scope and approach;
  • review the performance of the external auditors and recommend to the Board the appointment or discharge of the externalauditors;
  • review and recommend to the Board the compensation to be paid to the external auditors; and
  • review and confirm the independence of the external auditors by reviewing the non-audit services provided and the external auditors’ assertion of their independence in accordance with professional
  • Internal Control

The audit committee shall consider whether adequate controls are in place over annual and interim financial reporting as well as controls over assets, transactions and the creation of obligations, commitments and liabilities of the Company. In carrying out this duty, the audit committee shall:

  • evaluate the adequacy and effectiveness of management’s system of internal controls over the accounting and financial reporting system within the Company; and
  • ensure that the external auditors discuss with the audit committee any event or matter which suggests the possibility of fraud, illegal acts or deficiencies in internal controls.
  • Financial Reporting

The audit committee shall review the financial statements and financial information prior to its release to the public. In carrying out this duty, the audit committee shall:

General

  • review significant accounting and financial reporting issues, especially complex, unusual, and related party transactions;and
  • review and ensure that the accounting principles selected by management in preparing financial statements are appropriate.

Annual Financial Statements

  • review the draft annual financial statements and provide a recommendation to the Board with respect to the approval of the financial statements;
  • meet with management and the external auditors to review the financial statements and the results of the audit, includingany difficulties encountered; and
  • review management’s discussion & analysis respecting the annual reporting period prior to its release to the

Interim Financial Statements

  • review and approve the interim financial statements prior to their release to the public; and
  • review management’s discussion & analysis respecting the interim reporting period prior to its release to the public.

Release of Financial Information 

  • where reasonably possible, review and approve all public disclosure, including news releases, containing financial information, prior to its release to the public.
  • Non-Audit Services

All non-audit services (being services other than services rendered for the audit and review of the financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements) which are proposed to be provided by the external auditors to the Company or any subsidiary of the Company shall be subject to the prior approval of the audit committee.

Delegation of Authority

  • The audit committee may delegate to one or more independent members of the audit committee the authority to approve non-audit services, provided any non-audit services approved in this manner must be presented to the audit committee at its next scheduled meeting.

De-Minim is Non-Audit Services

  • The audit committee may satisfy the requirement for the pre-approval of non- audit services if:
  • the aggregate amount of all non-audit services that were not pre- approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Company and its subsidiaries to the externalauditor during the fiscal year in which the services are provided; or
  • the services are brought to the attention of the audit committee and approved, prior to the completion of the audit, by the audit committee or by one or more of its members to whom authority to grant such approvals has been dele

Pre-Approval Policies and Procedures

  • The audit committee may also satisfy the requirement for the pre-approval of non-audit services by adopting specific policies and procedures for the engagement of non-audit services, if:
  • the pre-approval policies and procedures are detailed as to the particular service;
  • the audit committee is informed of each non-audit service; and
  • the procedures do not include delegation of the audit committee’s responsibilities to management.
  • Other Responsibilities

The audit committee shall:

  • establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters;
  • establish procedures for the confidential, anonymous submission by employees of the Company of concerns regardingquestionable accounting or auditing matters;
  • ensure that significant findings and recommendations made by management and external auditor are received and discussed on a timely basis;
  • review the policies and procedures in effect for considering officers’ expenses and perquisites;
  • perform other oversight functions as requested by the Board; and
  • review and update this Charter and receive approval of changes to this Charter from the Board.
  • Reporting Responsibilities

The audit committee shall regularly update the Board about committee activities and make appropriate recommendations.

  1. Resources and Authority of the Audit Committee

The audit committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to:

  • engage independent counsel and other advisors as it determines necessary to carry out its duties;
  • set and pay the compensation for any advisors employed by the audit committee; and
  • communicate directly with the internal and external
  1. Guidance – Roles & Responsibilities

The following guidance is intended to provide the Audit Committee members with additional guidance on fulfillment of their roles and responsibilities on the committee:

  • Internal Control
  • evaluate whether management is setting the goal of high standards by communicating the importance of internal control and ensuring that all individuals possess an understanding of their roles and responsibilities;
  • focus on the extent to which external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the event of an IT systems breakdown; and
  • gain an understanding of whether internal control recommendations made by external auditors have been implemented by
  • Financial Reporting

General

  • review significant accounting and reporting issues including recent professional and regulatory pronouncements. and understand their impact on the financial statements;
  • ask management and the external auditors about significant risks and exposures and the plans to minimize such risks; and
  • understand industry best practices and the Company’ s adoption of

Annual Financial Statements

  • review the annual financial statements and determine whether they are complete and consistent with the information known to committee members , and assess whether the financial statements reflect appropriate accounting principles in light of the jurisdictions in which the Company reports or trades its shares;
  • pay attention to complex and/or unusual transactions such as restructuring charges and derivative disclosures;
  • focus on judgmental areas such as those involving valuation of assets and liabilities, including, for example, the accountingfor and disclosure of loan losses; warranty, professional liability; litigation reserves; and other commitments and contingencies;
  • consider management’s handling of proposed audit adjustments identified by the external auditors; and
  • ensure that the external auditors communicate all required matters to the

Interim Financial Statements

  • be briefed on how management develops and summarizes interim financial information, the extent to which the external auditors review interim financial information;
  • meet with management and the auditors, either telephonically or in person, to review the interim financial statements; and
  • to gain insight into the fairness of the interim statements and disclosures, obtain explanations from management on whether:
  • actual financial results for the quarter or interim period varied significantly from budgeted or projectedresults;
  • changes in financial ratios and relationships of various balance sheet and operating statement figures inthe interim financial statements are consistent with changes in the Company’ s operations and financing practices ;
  • generally accepted accounting principles have been consistently applied;
  • there are any actual or proposed changes in accounting or financial reporting practices;
  • there are any significant or unusual events or trans actions;
  • the Company’s financial and operating controls are functioning effectively;
  • the Company has complied with the terms of loan agreements, security indentures or other financial position or results dependent agreement; and
  • the interim financial statements contain adequate and appropriate
  • Compliance with Laws and Regulations
  • periodically obtain updates from management regarding compliance with this policy and industry “best practices”;
  • be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements; and
  • review the findings of any examinations by securities regulatory authorities and stock exchanges.
  • Other Responsibilities

Review with the Company’s counsel, any legal matters that could have a significant impact on the Company’s financial statements.

MEMBERSHIP

The Nominating and Corporate Governance Committee (the “Committee“) of the board of directors (the “Board“) of Great Eagle Gold Corp. (the “Company“) shall consist of three or more directors.

The Committee shall, at all times, be comprised of a majority of independent directors provided that if the Company ceases to be a venture issuer, the Committee shall be comprised of all independent directors. A member of the Committee is independent if the member has no material relationship with the Company, as defined in s. 1.4 of National Instrument 52-110 Audit Committees as amended from time to time. The members of the Committee shall be appointed by the Board.

The members of the Committee shall be appointed for one-year terms and shall serve for such term or terms as the Board may determine or until earlier resignation or death. The Board may remove any member from the Committee at any time with or without cause.  The Committee will select its own Chairman or Co-Chairmen.

PURPOSE

The purpose of the Committee is to carry out the responsibilities delegated by the Board relating to the Company’s director nominations process and procedures and developing and maintaining the Company’s corporate governance policies.

DUTIES AND RESPONSIBILITIES

The Committee shall have the following authority and responsibilities:

  • To determine the qualifications, qualities, skills, and other expertise required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director (the “Director Criteria“).
  • To identify and screen individuals qualified to become members of the Board, consistent with the Director Criteria.The Committee shall consider any director candidates recommended by the Company’s stockholders pursuant to the procedures set forth in the constating documents of the Company, in such corporate governance guidelines that may be adopted by the Company from time to time, and as described in the Company’s annual information circular.
  • To make recommendations to the Board regarding the selection of the nominees for director to be submitted to a stockholder vote at the annual meeting of stockholders, subject to approval by the Board.
  • To develop and recommend to the Board a set of corporate governance guidelines applicable to the Company, to review these principles at least once a year and to recommend any changes to the Board, and to oversee the Company’s corporate governance practices, including reviewing and recommending to the Board for approval any changes to the other documents and policies in the Company’s corporate governance framework, including its articles of incorporation and by-laws.
  • To develop, subject to approval by the Board, a process for an annual evaluation of the Board and its committees and to oversee the conduct of this annual evaluation.
  • To review the Board’s committee structure and composition and to make recommendations to the Board regarding the appointment of directors to serve as members of each committee and committee chairmen annually.
  • If a vacancy on the Board and/or any Board committee occurs, to identify and make recommendations to the Board regarding the selection of candidates to fill such vacancy either by election by stockholders or appointment by the Board.
  • To review director compensation for service on the Board and Board committees at least once a year and to recommend any changes to the Board.
  • To develop and recommend to the Board for approval a Company policy on approval of related party transactions and to review and approve any transaction between the Company and any related parties (as defined in MI 61-101) in accordance with the Company’s related party transaction approval policy.
  • To develop and recommend to the Board for approval standards for determining whether a director has a material relationship with the Company.
  • To review and discuss with management the disclosure regarding the operations of the Committee and director independence, and to recommend that this disclosure be, included in the Company’s annual information circular or annual report, as applicable.
  • To monitor compliance with the Company’s Code of Business Conduct and Ethics (the “Code”) and to investigate any alleged breach or violation of the Code and to enforce the provisions of the Code.

OUTSIDE ADVISORS

The Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of a director search firm as necessary to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall set the compensation, and oversee the work, of the director search firm. The Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance of outside counsel and such other advisors as it deems necessary to fulfill its duties and responsibilities under this Charter. The Committee shall set the compensation, and oversee the work, of its outside counsel and other advisors. The Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to its compensation consultants, outside counsel and any other advisors.

The director search firm, outside counsel and any other advisors retained by the Committee shall be independent as determined in the discretion of the Committee.

STRUCTURE AND OPERATIONS

The Board shall designate a member of the Committee as the chairperson. The Committee shall meet at least four times a year at such times and places as it deems necessary to fulfill its responsibilities. The Committee shall report regularly to the Board regarding its actions and make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

The Committee shall review this Charter at least annually and recommend any proposed changes to the Board for approval.

DELEGATION OF AUTHORITY

The Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole discretion.

PERFORMANCE EVALUATION

The Committee shall conduct an annual evaluation of the performance of its duties under this charter and shall present the results of the evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate.

MEMBERSHIP

The Compensation Committee (the “Committee“) of Great Eagle Gold Corp. (the “Company“) will be comprised of all independent members and shall meet as frequently as necessary to carry out its responsibilities under this Charter. Special meetings may be called. Committee members (“Members” and each a “Member“) are appointed by the Board of Directors (the “Board“) on the recommendation of the Company’s Corporate Governance Committee and may be replaced by the Board.  The Committee will select its own Chairman.  At least one Member will have experience in evaluating and determining compensation levels.

MEETINGS

  • The Committee shall meet in person or by conference call as frequently as necessary to carry out its responsibilities under this Charter, but in no event less than once per year.
  • With the assistance of the Corporate Secretary of the Company, the Committee Chair shall be responsible for calling the meetings of the Committee, establishing meeting agenda with input from management and supervising the conduct of the meetings.
  • The minutes of all meetings shall be recorded by the Corporate Secretary of the Company or such other person as appointed by the Chairman of the Committee.
  • A majority of the Members will constitute a quorum for conducting business at a meeting of the Committee.
  • The Committee may request any officer or other employee of the Company, or any representative of the Company’s legal counsel or other advisors, to attend a meeting or to meet with any members or representatives of the Committee.

MANDATE OF THE COMMITTEE

The Committee will discharge the Board’s responsibilities relating to compensation of the Company’s executive officers. Among other things, the Committee will establish and administer the Company’s policies, programs and procedures for compensating and incentivizing its executive officers.

RESPONSIBILITIES

The Committee will perform any other duties or responsibilities delegated to the Committee by the Board from time to time.

  • The Committee has the authority to engage and terminate independent legal, accounting or other advisors or consultants.
  • The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any consultants and to any other advisors employed by the Committee, provided however that such funding will not exceed $75,000 annually without the prior approval of the Board.
  • The Committee will have the authority to engage and terminate compensation consultants to assist in the evaluation of director or executive officer compensation and, subject to paragraph (b) above, the authority to approve the fees and other retention terms of such compensation consultants.
  • The Committee will review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
  • The Committee will annually review its own performance.

REPORTING

The Committee shall prepare any report relating to compensation required by the rules of the Exchange and the Commissions and report regularly on its activities to the Board.

ESTABLISHMENT OF EXECUTIVE COMPENSATION POLICIES AND PROGRAMS

  • The Committee will review all compensation arrangements for the Chief Executive Officer (“CEO“), and other executive officers of the Company, including, as applicable, salaries, bonus, cash-incentive and equity-based incentive compensation, and make recommendations to the Board for their approval.
  • Without limiting the foregoing, the Committee will review all proposed employment and retention agreements with any executive officer of the Company, as well as severance agreements that provide benefits in excess of those set forth in any severance and termination plans previously approved by the Committee or the Board.

REVIEW AND APPROVAL OF EXECUTIVE OFFICER COMPENSATION

The Committee will evaluate annually the performance of the CEO, and other executive officers and set compensation levels based on those evaluations and any other factors as it deems appropriate.

RATIFICATION OF INCENTIVE COMPENSATION PLANS BY THE BOARD

The Committee will submit to the Board for approval any of the following:

  • cash incentive compensation and equity based incentive plans of the Company; and
  • all other equity-based plans of the Company that require the approval of shareholders or otherwise required by law.

REVIEW DIRECTOR COMPENSATION

The Committee will review director compensation levels and practices, and recommend, from time to time, changes in such compensation levels and practices to the Board.

LOANS TO DIRECTORS

The Committee will monitor compliance with any legal requirements relating to the granting of loans by the Company to directors or senior management of the Company.

WHISTLE-BLOWING PROCEDURES

The Committee will adopt the whistle-blowing procedures established by the Company’s Audit Committee, for the confidential, anonymous reporting of any complaint or potential violation of law regarding the compensation of the Company’s executive officers and employees.

PUBLIC DISCLOSURE OF CHARTER

This Charter will be included on the Company’s website.

Scope of the Whistleblower Policy

The Audit Committee (the “Audit Committee“) of the Board of Directors of the Company is responsible under Canadian securities laws for the integrity of the financial reporting of the Company and for the system of internal controls, the audit process and monitoring compliance with the financial reporting laws applicable to the Company and to all other corporations, trusts, partnerships or other entities which may be established by the Company (the “Other Entities“). The integrity of the financial information of the Company is of paramount importance to the Committee and to the Board of Directors.

National Instrument 52-110 Audit Committees (“NI 52-110“) has outlined certain aspects of audit committee responsibility and the Audit Committee understands the importance of the responsibilities described in NI 52-110 and intends to be in compliance with such responsibilities. One such responsibility relates to the implementation of procedures for addressing complaints regarding questionable accounting or auditing matters.

This document outlines the procedure which the Audit Committee is establishing for the confidential, anonymous submission by employees of the Company and the Other Entities of any concerns which applicable individuals may have regarding questionable accounting or auditing matters.

Applicable individuals are encouraged to submit all good faith concerns and complaints in respect of the accuracy and integrity of the Company’s accounting, auditing and financial reporting, without fear of retaliation of any kind. If an applicable individual has any concerns about accounting, audit, internal controls or financial reporting matters which he or she considers to be questionable, incorrect, misleading or fraudulent, the applicable individual is urged to come forward with any such information, complaints or concerns, without regard to the position of the person or persons responsible for the subject matter of the relevant complaint or concern.

The applicable individual may report the matter to the appropriate supervisor or, alternatively, to the Chairman of the Audit Committee.

Procedure for Reporting Concerns:

The applicable individual should describe his or her concern in writing and should include sufficient information to allow the Audit Committee to understand and review the written concern. If the applicable individual wishes to remain anonymous, the written communication should clearly indicate this wish for anonymity.  All concerns should be forwarded to the Chairman of the Audit Committee, at the Company’s head office (Suite 501 3292 Production Way, Burnaby, BC, V5A 4R4   ), in a sealed envelope labelled as follows:

“To be opened by the Audit Committee only.”

If the applicable individual wishes to discuss any matter with the Committee, this request should be indicated in the submission. In order to facilitate such a discussion, the applicable individual may include a telephone number at which he or she can be contacted. Any such envelopes received by the Company or Other Entities will be forwarded promptly and unopened to the Chairman of the Audit Committee.

Handling of Concerns Raised:

Promptly following the receipt of any complaints submitted to it, the Audit Committee will investigate each complaint and take appropriate corrective actions.

Investigations:

The Audit Committee has the authority to:

  • conduct any investigation which it considers appropriate, and has direct access to the external auditor of the Company, as well as officers and employees of the Company and Other Entities, as applicable; and
  • retain, at the Company’s expense, special legal, accounting or such other advisors, consultants or experts it deems necessary in the performance of its duties.

In conducting any investigation, the Audit Committee shall use reasonable efforts to protect the anonymity of the applicable individual.

Records:

The Audit Committee will retain as part of its records, any complaints or concerns for a period of no less than seven years. The Audit Committee will keep a written record of all such reports or inquiries and make quarterly reports on any ongoing investigation which will include steps taken to satisfactorily address each complaint.

Employee Protection:

All employees are assured that no retaliation of any kind is permitted against the applicable individual for complaints or concerns made in good faith. No employee will be adversely affected because the employee refuses to carry out a directive which, in fact, constitutes corporate fraud, or is a violation of federal or provincial law.

Questions about this Policy

Questions regarding the policy may be directed to the Company’s Chief Financial Officer or the Chairman of the Audit Committee.