Audit Committee Mandate

The Mandate of the Audit Committee is to:

Subject to the powers and duties accorded to it, the Board of Directors ("BOD") hereby delegates to the Audit Committee (the "A Committee") the following powers and duties to be performed on the BOD's behalf.  The responsibilities of the A Committee are as follows:

1. Assist the BOD in fulfilling its fiduciary responsibilities relating to the Company's accounting and reporting practices and the integrity of the Company's internal accounting controls and management information systems;

2. Review with the auditors, internal accountants and management of the Company:

   (a) any audited financial statement of the Company, including any such statement that is to be presented to an annual general meeting or provided to shareholders or filed with regulatory authorities and including any audited financial statement contained in a prospectus, registration statement or other similar document;

   (b) the financial disclosure in each Annual Report and Management Discussion and Analysis of the Company which accompanies such audited financial statement and in each such filing, prospectus, registration statement or other similar document;

3. Review with the internal accountants and management of the Company:

   (a) any unaudited financial statement of the Company, including any such statement that is to be presented to an annual general meeting or provided to shareholders or filed with regulatory authorities and including any unaudited financial statement contained in a prospectus, registration statement, Quarterly Report or other similar document;

   (b) the financial disclosure in each Quarterly Report and when applicable, Management Discussion and Analysis of the Company accompanying such unaudited financial statement and in each such filing, prospectus, registration statement or other similar document which accompanies such unaudited financial statement;

4. Consider in the course of each such review appropriate key considerations from those set out in the document entitled “Audit Committee Key Considerations”

5. Otherwise review as required and report to the BOD with respect to the adequacy of internal accounting and audit procedures and the adequacy of the Company’s management information systems;

6. Otherwise ensure that no restrictions are placed by management on the scope of the auditor's review and examination of the Company's accounts;

7. Ensure the independence of and to recommend to the BOD the firm of independent auditors to be nominated for appointment by the shareholders at the next annual general meeting;

8. Ensure that methods are in place to allow a director, officer or employee to bring concerns to the Attention of the A Committee and that those who do so are provided protection from any retaliatory action whatsoever.  The Chairman of the A Committee has been designated as the person to whom such concerns should be addressed and is responsible for ensuring that such concerns are handled properly and appropriately; and

9. Meet regularly at such times and places and to engage such advisors at the expense of the Company and to undertake such interviews and inquiries and to require the attendance of such Company personnel and to establish direct communications with the auditors from time to time, all as the committee sees fit for the purpose of carrying out this mandate.