Visible Gold Mines

Corporate governance

The following is a description of the mandate of Visible Gold Mines' Audit Committee:

The Audit Committee oversees the Company’s financial reporting process and internal controls, and consults with management, the Company’s accounting department and its independent auditors on matters related to the Company’s annual audit and internal controls, published financial statements, accounting principles and auditing procedures. The Audit Committee also reviews management’s evaluation of the auditors’ independence and submits to the Board of Directors its recommendations on the appointment of auditors.

The members of the Audit Committee are Pierre Vézina, Sylvain Champagne and Sébastien Bellefleur. Under Multilateral Instrument 52‑110 Audit Committees, a director of an audit committee is “independent” if he or she has no direct or indirect material relationship with the issuer, that is, a relationship which could, in the view of the Board of Directors, reasonably be expected to interfere with the exercise of the member’s independent judgment. For the purpose of assessing the independence of a member of an audit committee, Multilateral Instrument 52-110 Audit Committees further provides that an individual will be deemed to have a material relationship with an issuer if he or she accepts, directly or indirectly, any consulting, advisory or other compensatory fee from the issuer, other than as remuneration for acting in his or her capacity as a member or as part-time chair or vice-chair of the board of directors of the issuer or any committee thereof. For this purpose, the indirect acceptance by an individual of any consulting, advisory or other compensatory fee includes the acceptance of a fee by an entity in which such individual is a partner, and which provides accounting, consulting, legal, investment banking or financial advisory services to the issuer.

Based on the foregoing, the Board of Directors has determined that Pierre Vézina and Sébastien Bellefleur are independent members of the Company’s Audit Committee. The Board of Directors considers that Sylvain Champagne is not an independent member of the Company’s Audit Committee in that Mr. Champagne is the Chief Financial Officer of the Company.

The Board of Directors intends to affect a review of the Company’s corporate governance practices in order to ensure that they are in compliance with applicable Canadian requirements.