AUDIT COMMITTEE CHARTER
The Audit Committee of the Board of Directors (the “Committee”) has the responsibilities and duties as outlined below:
The mandate of the Committee is:
(a) To perform such duties as may be required by applicable legislation, regulations and policies including those of the Ontario Securities Commission (“OSC”), the Toronto Stock Exchange and/or the TSX Venture Exchange ( collectively, the “TSX”) as more fully described under the heading “Duties” below.
(b) To assist the Board of Directors (the “Board”) in fulfilling its oversight responsibilities for:
(i) the integrity of the Corporation’s financial statements;
(ii) the Corporation’s compliance with legal and regulatory requirements;
(iii) the external auditor(s)’ qualifications and independence;
(iv) the performance of the Corporation’s independent auditors; and
(v) the system of internal control over financial reporting (“internal controls”).
(c) To perform such other duties as may from time to time be assigned to the Committee by the Board.
The Committee has authority to:
(a) conduct or authorize investigations into any matters within its scope of responsibility;
(b) retain independent counsel, accountants or others to advise the Committee or assist in the conduct of an investigation;
(c) meet with Corporation officers, external auditors and outside counsel, as necessary; and
(d) determine appropriate funding for independent advisors.
Mustang Minerals Corp
Code of Business Ethics
This code applies to all the operations of Mustang Minerals Corp, wherever they may be, and is intended to supplement the legislative and regulatory framework.
The Management of Mustang is responsible for ensuring that the provisions of this Code are complied with. All employees and affiliates of Mustang are specifically hereby requested to communicate any concerns regarding the applicability of this Code to the President directly, or to the Company’s legal counsel.
This Code affirms Mustang’s commitment to high moral and ethical standards, as well as basicbehavioural standards required of those furthering Mustang’s goals.
Overzealousness, good intentions or failure to seek timely legal advice are not justifications forviolations of this Code. The Company always expects its business to be conducted with honesty, integrity and fairness.
Compliance with legal requirements Mustang and its employees will comply with all legal requirements applicable.