Corporate Governance

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Corporate Governance Committee Charter


The Corporate Governance Committee is a committee of the board of directors (the "Board") of Guyana Frontier Mining Corp. (the "Corporation") which assists the Board in developing the Corporation's approach to corporate governance issues.

I. COMPOSITION AND QUORUM
The Corporate Governance Committee is composed of a minimum of three and a maximum of five members, the majority of whom qualify as independent directors, as determined by the Board.

The chair of the Corporate Governance Committee is an independent director.
The quorum at any meeting of the Corporate Governance Committee is a majority of its members.

II. RESPONSIBILITIES
The Corporate Governance Committee has the following responsibilities:

(1) Developing for approval by the Board, monitoring and overseeing the disclosure of appropriate corporate governance structures and procedures, including the identification of decisions requiring approval of the Board and, where appropriate, measures for receiving feedback from shareholders.

(2) Developing for approval by the Board, monitoring and overseeing the disclosure of a Code of Ethics applicable to the corporation's directors, officers and employees.

(3) Reviewing the annual statement of corporate governance practices for inclusion in the Corporation's Management Proxy Circular or Annual Information Form, in accordance with applicable rules and regulations.

(4) Developing and reviewing orientation and continuing education programs for directors.

III. METHOD OF OPERATION

(1) Members of the Corporate Governance Committee are appointed and removed by the Board.

(2) Meetings of the Corporate Governance Committee are held at least quarterly and as required.

(3) The chair of the Corporate Governance Committee develops the agenda for each meeting of the Corporate Governance Committee in consultation with the Board chair. The agenda and the appropriate material are provided to members of the Corporate Governance Committee on a timely basis prior to any meeting of the Corporate Governance Committee.

(4) The chair of the Corporate Governance Committee reports regularly to the Board on the business of the Corporate Governance Committee.

(5) The Corporate Governance Committee may, in appropriate circumstances, engage external advisers and set and pay their compensation, subject to advising the Board chair thereof.

(6) The Corporate Governance Committee annually reviews its mandate and reports to the Board on its adequacy.
Nothing contained in this mandate is intended to expand applicable standards of conduct under statutory or regulatory requirements for the directors of the Corporation or the members of the Corporate Governance Committee.

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