Corporate Governance

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Technical Committee Charter

The Technical Committee is a committee of the Board of Directors (the "Board") of Guyana Frontier Mining Corp. (the "Corporation") which assists the Board in evaluating, assessing and reviewing the Corporation's engineering and geological reports and data or any documentation pertaining to the acquisition, exploration, development or disposal of mineral properties.


The Technical Committee is composed of a minimum of three and a maximum of five members, the majority of whom must qualify as independent directors, as determined by the Board.
The chair of the Technical Committee must be an independent director.


The Technical Committee has the following responsibilities:

(1) Annually reviewing and recommending to the Board the goals and objectives that the Chief Executive Officer (the "CEO") is expected to attain in advancing the Company's mineral properties, assessing the CEO's performance in light of these goals and objectives and making recommendations to the Board.

(2) Reviewing recommendations of the CEO with respect to the acquisition or disposal of mineral properties.

(3) Reviewing the technical information included in the annual report for inclusion in the Corporation's Management Proxy Circular, in accordance with applicable rules and regulations.

(4) To monitor all incoming and outgoing documentation, records and citations of the Corporation's business pertaining to the acquisition or disposal of mineral properties and public disclosure of exploration results pertaining to them.

(5) To provide an independent technology resource to members of the Board, as required from time to time, by verbal or written reports, and by meetings with the Board, if necessary.


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

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

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

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

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

(6) The Technical Committee annually reviews its mandate and reports to the Board on its adequacy.

(7) The Corporate Governance Committee annually supervises the performance and assessment of the Technical Committee and its members.
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 Technical Committee.

Feb 28, 2014
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