The Health, Safety & Environment ("HSE") Committee will assist the Board in carrying its responsibilities with respect to the development and implementation of an effective HSE Management System and ensure that the Corporation's activities are planned and executed in a safe and responsible manner.

COMPOSITION
The Committee shall be comprised of at least three independent directors. Members of the Committee shall be appointed annually, following the annual general meeting of the Corporation.

MEETINGS
The Committee shall meet at least two times yearly, and as deemed necessary in order to carry its duties effectively. The Committee shall also retain independent advice, if necessary, with prior approval of the Board.

DUTIES AND RESPONSIBILITIES
In carrying out its responsibilities, the Committee shall:

1. Review the Corporation's performance related to HSE semi-annually.
2. Review the Corporation's HSE Management System framework.
3. Review all future action plans and key results from prior actions that have been initiated or proposed by the Corporation with respect to HSE including, but not limited to:
   • Continuous improvement efforts on the HSE Management System framework;
   • the identification, assessment, and handling of potential issues, hazards and risks;
   • emergency response plans;
   • non-compliance issues and the response thereto;
   • external and internal audit reports and the response thereto;
   • legislative and regulatory changes impacting the Corporation's affairs and the response thereto;
   • long-range preventative programs designed to limit or mitigate future liability; and
   • all actions taken to maintain the Corporation's integrity of its HSE Management System;
4. Review current or pending legal actions related to HSE, by or against the Corporation.
5. Receive an annual compliance certificate from the Chief Operating Officer.
6. Review the management of high-risk sites.

ACCOUNTABILITY
The Committee Chairman shall present a verbal or written report regarding the Committee meetings/discussions at scheduled meetings of the Board.

TIMETABLE
The Committee's work schedules shall be as attached but may be amended, from time to time, by the Chairman of the Committee.