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Corporate Governance

STATEMENT OF CORPORATE GOVERNANCE PRACTICES


Effective June 2005, National Policy 58-201 -- Corporate Governance Guidelines set out an amended series of guidelines for effective corporate governance. The guidelines address matters such as the constitution and independence of corporate boards, the function to be performed by boards and their committees and the effectiveness of their board members. National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI-58-101") requires the disclosure by each listed corporation of its approach to corporate governance with reference to the guidelines, as it is recognized that the unique characteristics of individual corporations will result in varying degrees of compliance.

THE BOARD OF DIRECTORS


The Board is responsible for overseeing the management of the Company and the conduct of the Company's affairs generally. As of the Annual and Special Meeting of Shareholders held on March 27, 2014, the Board consists of five directors.

NI 58-101 defines an "independent director" as a director who has no direct or indirect material relationship with the Company. A "material relationship" is defined as a relationship which, in the view of the Board, could be reasonably expected to interfere with such member's independent judgment.

The Board is currently composed of six directors. The five independent directors are Michael Newbury, J. Birks Bovaird, Gordon McKinnon, Yvan Champagne and Dr. Samuel Peralta (who is also a special strategic advisor to the Board. The other director, H. Vance White is considered to be non-independent by virtue of his role as an officer with the Company. H. Vance White is also President and CEO of the Company.

DIRECTORSHIPS


Certain directors of the Company are also directors of other reporting issuers (or equivalent) in a Canadian jurisdiction or a foreign jurisdiction. The following is a list of those other directorships:




Name of Director Other reporting issuer (or equivalent in a foreign jurisdiction)
H. Vance White -

J. Birks Bovaird Cenit Corporation
Energy Fuels Inc.

Gordon McKinnon Canadian Orebodies Inc.
Capha Pharmaceuticals Inc.
Fox River Resources Corp.
MacDonald Mines Exploration Ltd.

Yvan Champagne -

Dr. Samuel Peralta Cobalt Blockchain Inc.

ORIENTATION AND CONTINUING EDUCATION


The Company does not provide formal continuing education to its directors. The Board regularly receives advice from its solicitors, auditors and other advisers regarding current developments and best practices as to corporate and and securities law matters. In addition, historically, those individuals recruited to the Board are professionals and business people who have extensive experience in the mineral resources exploration industry, or with other public companies, and are therefore able to draw on that experience to make valuable contributions to the management of the Company.

ETHICAL BUSINESS CONDUCT


The role of the Board is to oversee the conduct of the Company's business, to set corporate policy and to supervise management, which is responsible to the Board for the day-to-day conduct of business.

However, given the size of the Company, all material transactions are addressed at Board level.
The Board discharges six specific responsibilities as part of its overall stewardship responsibility.

These are:

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This page was created on Thu Dec 13, 2018 at 4:40:12 PM Pacific Time.