Pursuing and developing exploration project opportunities in Latin America

Corporate Governance

Corporate Governance and Compensation Committee

The Corporate Governance and Compensation Committee consists of Robert Cross (Chair), Jonathon G. Weiss and Edward W. Blessing, all of whom are considered to be “independent” within the meaning of NI 58-101.

The Corporate Governance and Compensation Committee reviews and makes recommendations to the Board concerning the compensation of the Company’s directors, Chief Executive Officer and employees, which includes a review of the Company’s executive compensation and other human resource philosophies and policies, a review and the administration of the Company’s bonuses, Options and any share purchase plan, a review of and the making of recommendations regarding the performance of the Chief Executive Officer of the Company and preparing and submitting a report for inclusion in annual continuous disclosure documents as required.

In addition, the Corporate Governance and Compensation Committee is also responsible for proposing to the Board new nominees to the Board and for assessing current directors on an ongoing basis. The Corporate Governance and Compensation Committee is also responsible for the Company’s response to and implementation of the guidelines set forth from time to time by any applicable regulatory authorities. The Corporate Governance and Compensation Committee is required to convene at least twice annually.