Investors

Corporate Governance

Gold Orogen

Audit Committee Board

This Committee is comprised of Chad Tappendorf, Hashim Ahmed, and Wendy T. Chan.

Board of Directors
The Resulting Issuer Board will have responsibility for the stewardship of the Resulting Issuer including responsibility for
strategic planning, identification of the principal risks of the Resulting Issuer’s business and implementation of appropriate
systems to manage these risks, succession planning (including appointing, training and monitoring senior management),
communications with investors and the financial community and the integrity of GRM’s internal control and management
information systems.

The Resulting Issuer Board will set long term goals and objectives for the Resulting Issuer and formulates the plans and
strategies necessary to achieve those objectives and to supervise senior management in their implementation. The Resulting
Issuer Board will delegate the responsibility for managing the day-to-day affairs of the Resulting Issuer to senior management
but retains a supervisory role in respect of, and ultimate responsibility for, all matters relating to the Resulting Issuer and its
business. The Resulting Issuer Board will be responsible for protecting shareholders’ interests and ensuring that the incentives
of the shareholders and of management are aligned.

As part of its ongoing review of business operations, the Resulting Issuer Board will review, as frequently as required, the
principal risks inherent in the Resulting Issuer’s business including financial risks, through periodic reports from management
of such risks, and assesses the systems established to manage those risks. Directly and through the Audit Committee, the
Resulting Issuer Board will also assess the integrity of internal control over financial reporting and management information
systems.

In addition to those matters that must, by law, be approved by the Resulting Issuer Board, the Resulting Issuer Board will be
required to approve any material dispositions, acquisitions and investments outside the ordinary course of business, long-
term strategy, and organizational development plans. Management of the Resulting Issuer will be authorized to act without
board approval on all ordinary course matters relating to the Resulting Issuer’s business.

The Resulting Issuer Board will also monitor the Resulting Issuer’s compliance with timely disclosure obligations and reviews
material disclosure documents prior to distribution. The Resulting Issuer Board will be responsible for selecting the President
and appointing senior management and for monitoring their performance.

Following the Arrangement, the Resulting Issuer Board is anticipated to consist of seven (7) directors, six (6) of whom will be
considered independent within the meaning of applicable securities legislation. Wendy T. Chan will not be independent by
virtue of their employment as CEO.

Compensation
The Resulting Issuer Board will be responsible for determining compensation for the directors of the Resulting Issuer to ensure
it reflects the responsibilities and risks of being a director of a public company.