CORPORATE GOVERNANCE

Statement of Corporate Governance Practices

The Company is committed to the highest practical standards of Corporate Governance, and to meeting or exceeding the standards set by the Toronto Stock Exchange and Canadian securities regulators. The Company has a Nominating and Corporate Governance Committee, consisting of independent directors John Van Brunt, David Black and Ruston Goepel. The Nominating and Corporate Governance Committee has the mandate to identify and recommend to the Board individuals qualified to become Board members, assess the effectiveness of the Board as a whole and individual Board members, provide an orientation program for new recruits to the Board, provide education to all Board members, and recommend the composition of Committees of the Board.

Audit Committee

The members of the Company's Audit Committee are Robert Atkinson (Chairman), Ruston Goepel and W. David Black, all three of whom are independent directors. The Audit Committee oversees the Company's financial reporting obligations, financial system and disclosure. It reviews the annual financial statements, monitors and assesses the integrity of the Company's internal control systems, meets regularly with the Company's auditors and liaises between the Board of Directors and the auditors.

Compensation Committee

The members of the Company's Compensation Committee are John Van Brunt (Chairman), Robert Atkinson and Steven Dean. This committee is responsible for determining the compensation to be paid to Directors and executive officers and for reviewing the corporate goals and objectives of the executive officers.