Pursuing and developing exploration project opportunities in Latin America

Corporate Governance

Corporate Governance Board of Directors

In establishing its corporate governance practices, the Board has been guided by applicable Canadian securities legislation and the guidelines of the TSX-V for effective corporate governance, including NP 58-201. The Board is committed to a high standard of corporate governance practices. The Board believes that this commitment is not only in the best interests of its Shareholders, but that it also promotes effective decision making at the Board level.

The Board of Directors

The Board has overall responsibility for the business and affairs of the Company. The Board has adopted a written mandate that summarizes, among other things, the Board’s duties and responsibilities. Subject to certain exceptions, a director is “independent” within the meaning of NI 58-101 if he or she has no direct or indirect material relationship with the Company. A “material relationship” is a relationship that could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. Certain types of relationships are, by their nature, considered to be material relationships.

All of the members of the Board are considered to be “independent” within the meaning of NI 58-101 except for the Chairman of the Board, Richard F. Gonzalez. Mr. Gonzalez is not considered to be “independent” as he is the President and Chief Executive Officer of the Company.

Richard F. Gonzalez is the Chairman of the Board and is considered to be an executive director. The Company will take steps to ensure that adequate structures and processes are in place to permit the Board to function independently of Management. The role of the Chair of the Board will be to effectively manage and to provide leadership to the Board and to ensure that the policies and procedures adopted by the Board will allow the Board to function independent of Management. Where matters arise at meetings of the Board which require decision making and evaluation that is independent of Management and interested directors of the Company, directors will hold an “in-camera” session among the independent and disinterested directors, without Management present at such meeting.

Assessments

The members of the Board will collectively assess the performance of the Board as a whole, the committees of the Board and all directors with reference to their respective mandates, charters or terms of reference. Individual directors will be assessed with reference to any applicable position descriptions, as well as the competencies and skills that each director is expected to bring to the Board.

Such assessment will occur annually with an emphasis on the overall effectiveness and contributions made by the Board as a whole, the committees of the Board and all directors individually.

Board Mandate

The primary responsibility of the Board is to appoint competent Management and to oversee the Management of the Company with a view to maximizing Shareholder value and ensure corporate conduct in an ethical and legal manner through an appropriate system of corporate governance and internal controls. The Board has absolute and exclusive power, control and authority over the property and affairs of the Company. Subject to the provisions of the BVI Act, the Board may delegate certain of those powers and authorities that the directors of the Company, or independent directors, as applicable, deem necessary or desirable to effect the actual administration of the Board’s duties. The directors of the Company have certain responsibilities as more particularly described in the Board of Directors’ Mandate, and defined in the following link: Board of Directors’ Mandate and Responsibilities.

Orientation and Continuing Education

The orientation and continuing education of the directors of the Company will be the responsibility of the Corporate Governance and Compensation Committee. Given its early stage of development, the Company does not currently have any formal orientation and education programs. The Company anticipates that new members of the Board will receive an orientation package which will include reports and results on operations, a manual containing the policies of the Company and copies of all material public disclosure filings. The directors of the Company have all been chosen for their specific level of knowledge and expertise. All directors will be provided with materials relating to their duties, roles and responsibilities. In addition, directors will be kept informed as to matters impacting, or which may impact, the business of the Company through reports and presentations by internal and external presenters at meetings of the Board and during periodic strategy sessions held by the Board.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors pursuant to corporate legislation and the common law, and the conflict of interest provisions under corporate legislation which restricts an individual director’s participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of Management and in the best interests of the Company.

Additionally, in order to encourage and promote a culture of ethical business conduct, the Board has adopted a Code of Business Conduct and Ethics (the “Code”) and a “Whistleblower Policy” wherein directors, officers and employees of the Company and others are provided with a mechanism by which they can raise complaints regarding financial and regulatory reporting, internal accounting controls, auditing or health, safety and environmental matters or any other matters and raise concerns about any violations of the Code in a confidential and, if deemed necessary, anonymous process. The Company filed a copy of the business Code on SEDAR at www.sedar.com under the Company’s profile.

Nomination of Directors

The members and/or Board, as the case may be pursuant to the Charter Documents, is responsible for approving directors for nomination and election and filling vacancies among the directors. In connection with the nomination or appointment of individuals as directors, the Board will consider the competencies and skills required by the Board, the competencies and skills of the existing directors and the appropriate size of the Board.

Compensation of Directors and Officers

The remuneration of the directors and the Chief Executive Officer of the Company will be set and periodically reviewed by the Board on the recommendation of the 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 “independent” by the Board.

The Corporate Governance and Compensation Committee will be responsible for reviewing and approving corporate goals and objectives relevant to Chief Executive Officer and director performance and will evaluate performance to determine compensation. The Corporate Governance and Compensation Committee will also make recommendations to the Board regarding compensation including incentive and equity-based compensation plans and review director and executive officer compensation disclosure prior to public disclosure.