Board Committees

National Instrument 52-110 – Audit Committees (“NI 52-110”) requires the Corporation, as a venture issuer, to disclose annually in its information circular certain information concerning the constitution of its audit committee (the “Audit Committee”) and its relationship with its independent auditor, as set forth in the following:

Composition of the Audit Committee

The table below lists the members of the Audit Committee and their independence and financial literacy:

Audit Committee Members	Independent	Financially Literate
Shaun Treacy (Chair)	Yes	Yes
Susan Muir	Yes	Yes

Relevant Education and Experience

All the members of the Audit Committee have been involved in the financing, administration and operation of managing public companies or significant operations of private companies. All members have the ability to read, analyze, and understand the complexities surrounding the issuance of financial statements.

Audit Committee Oversight

Since the commencement of the Corporation’s most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Pre-Approval Policies and Procedures

The Audit Committee has adopted policies and procedures for the engagement of non-audit services. The Audit Committee has delegated to its members the authority to pre-approve non-audit services, provided, however, that such pre-approval of non-audit services shall be presented to the Audit Committee at its first scheduled meeting following any such pre-approval.

Exemption

The Corporation is relying upon the exemption in section 6.1 of NI 52-110 in respect of its reporting obligations under NI 52-110 for the year ended 31st December, 2018. This exempts a “venture issuer” (as defined in NI 52-110) from the requirement to comply with Part 3 “Composition of the Audit Committee” and Part 5 “Reporting Obligations” of NI 52-110.

Takeover Code

The Company is not subject to the UK City Code on Takeovers and Mergers. As a company incorporated in Alberta and continued into British Columbia is listed on the TSX Venture Exchange, it falls under the Canadian law. However, Canadian laws applicable to the Company provide for early warning disclosure requirements and for takeover bid rules made to security holders in various jurisdictions in Canada.

Compensation

The table below lists the members of the Remuneration Committee and their independence:

Remuneration Committee Members	Independent
Susan Muir (Chair)	Yes
Shaun Treacy	Yes

Relevant Education and Experience

All the members of the Remuneration Committee have been involved in providing legal advice to or the financing, administration and operation of managing public companies or significant operations of private companies, which provides relevant experience to serve on the Remuneration Committee.