Committees

The Board has established four committees which each operate under their respective written terms of reference: the Audit Committee, the Compensation Committee, the Corporate Governance Committee and the Safety, Health and Environmental Committee. Each of these committees is composed entirely of independent directors within the meaning of NI 58-101 and other applicable securities laws.

Audit Committee
The Audit Committee is responsible for assisting the Board in fulfilling its responsibilities for the oversight of the quality and integrity of the accounting, auditing, internal control and financial reporting practices of the Company. The Audit Committee is also responsible for ensuring that management of the Company has designed and implemented appropriate accounting systems, policies and practices as well as an effective internal control system. Among other things, the Audit Committee is charged with reviewing the Company’s annual and interim financial statements and certain other financial disclosure and making recommendations to the Board relating thereto; reviewing the Company’s accounting policies and any changes thereto; assessing the steps management has taken to minimize financial and other risks facing the Company; and working with the Company’s auditors in a number of areas relating to the Company’s accounting systems, internal controls and annual audit plan. In addition, the Board may refer appropriate questions relating to the financial position of the Company and its subsidiaries to the Audit Committee for its consideration. The Audit Committee meets at least four times per year. The current members of the Audit Committee are Walter Murray (Chairman), J. Trevor Eyton and David Murray. Certain information relating to the Audit Committee members is set forth in the Company’s Annual Information Form dated April 2, 2007, under the headings “Directors and Officers – Audit Committee” and “External Auditor Service Fees”, and a copy of the Audit Committee terms of reference is set out in Appendix 1 thereto. A copy of the Company’s Annual Information Form is available under the Company’s profile at  www.sedar.com.

Compensation Committee
The Compensation Committee is responsible for reviewing and making recommendations to the Board with respect to all matters pertaining to the appointment, compensation and benefits of senior management of the Company, as well as any other significant human resource or organizational policies generally impacting employees of the Company. The Compensation Committee reviews the performance of the Chief Executive Officer and other officers and senior employees of the Company and management’s succession planning. The report of the Compensation Committee for the last financial year is set out in this Circular under “Executive Compensation - Report on Executive Compensation”. In addition, the Compensation Committee is empowered to grant stock options under the Company’s Option Plan in accordance with the terms of such plan. The current members of the Compensation Committee are J. Trevor Eyton (Chairman), Walter Murray and David Murray.

Corporate Governance Committee
The Corporate Governance Committee is responsible for reviewing and making recommendations to the Board with respect to all matters pertaining to the Company’s corporate governance policy, including structure, organization and composition (other than Board membership), and the development of appropriate systems and procedures to enable the Board to exercise and discharge its responsibilities. The Corporate Governance Committee is also responsible for recommending suitable candidates for election or appointment to the Board from time to time. In addition, it is the Corporate Governance Committee’s responsibility to review and recommend appropriate changes from time to time in the Company’s approach to corporate governance matters, including terms of reference for Board committees; membership of Board committees; retirement ages for directors; the relationship between the Board and senior management; procedures for Board and committee meetings; and compensation of directors for service on the Board and committees thereof. The current members of the Corporate Governance Committee are J. Trevor Eyton (Chairman), Walter Murray and Peter Cassidy.

Safety, Health and Environmental Committee
The Safety, Health and Environmental Committee is responsible for reviewing and ensuring management of the Company have in place the proper safety, health and environmental policies and procedures for its continuing operations. The Safety, Health and Environmental Committee is also responsible for monitoring and ensuring ongoing adherence to the Company’s safety, health and environmental policies and procedures. The current members of the Corporate Governance Committee are David Murray (Chairman), Peter Cassidy and Jay Kellerman.