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Corporate Governance

Audit & Risk Committee

The Audit & Risk Committee will be comprised of Marcus Engelbrecht, Geoff Lawrence and David Loretto. Mr. Engelbrecht will be the Chair of the Audit & Risk Committee. For the education and experience of each member of the Audit & Risk Committee relevant to the performance of his duties as a member of the Audit & Risk Committee, see “Management, Directors and Officers”.

Each of the proposed members of the Audit & Risk Committee is financially literate within the meaning of NI 52-110. A director is “financially literate” within the meaning of NI 52-110 if he has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Resulting Issuer’s financial statements. Additionally, Mr. Engelbrecht and Mr. Loretto are independent within the meaning of NI 52-110. Subject to certain exceptions, a director is “independent” within the meaning of NI 52-110 if he has no direct or indirect material relationship with the issuer. 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.

The Audit & Risk Committee shall be responsible for overseeing the accounting and financial reporting practices of the Resulting Issuer and audits of the Resulting Issuer’s financial statements. The Audit & Risk Committee’s responsibilities also include the selection, recommendation and oversight of Resulting Issuer’s independent auditors, as well as the oversight of its internal audit process and system of internal controls over financial reporting and disclosure. The Audit & Risk Committee shall also be responsible for the pre-approval of all non-audit services to be provided to the Resulting Issuer by its independent auditors. The Audit & Risk Committee shall review and confirm the independence of the independent auditors by obtaining statements from the independent auditors describing all relationships with the Resulting Issuer, including with respect to any non-audit services.

Nomination and Compensation Committee

The Nomination and Compensation Committee will be composed of Mr. Engelbrecht and Mr. Lawrence.

The Compensation Committee shall, among other things:

The Nomination and Compensation Committee will have the authority to engage outside counsel or other outside advisors as it deems appropriate to assist the Nomination and Compensation Committee in the performance of its functions.

The Nomination and Compensation Committee may also recommend to the Board the further changes to the existing executive compensation regime and severance pay practices, employment agreements for executive officers, and adopted stock ownership guidelines.

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