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. They are:

Mike Kilbourne, P.Geo. President
Extensive experience in exploration for base and precious metals with various companies across Canada

Thomas Pladsen, Director
CFO of Andina Minerals, wide ranging experience with public copper and gold exploration companies.

Donald Rankin, Director
Extensive experience in junior mining sector; diploma in mining technology

Robert Pollock, Director
More than 40 years of experience in mining sector; life member of CIM

Victor Vallance, Director
Director and co-founder of Energy Research at Fraser Mackenzie Limited; over
25 years of equity analysis experience

Kevin O'Connor, Director
Executive Director and co-founder of Genoa Management Limited

Chris Hodgson, Director
Mr. Hodgson is the President of the Ontario Mining Association and was Ontario's Minister of Natural Resources  and Minister of Northern Development and Mines