General Statement

Hinterland strives to practice good corporate responsibility principles of governance, accountability, transparency, ethical behavior and fair operating practices that respect the rule of law, stakeholder and community engagement, human rights and the environment.

Corporate Governance

Hinterland strongly believes in and is steadfastly committed to sound and effective corporate governance practices that will earn and retain the trust of shareholders, improve company performance and enhance shareholder value. These practices are assessed and modified on an ongoing basis as governance standards change and the Corporation grows. Current corporate governance practices follow National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) of the CSA. NI 58-101 generally addresses the constitution of boards of directors and board committees, their functions, their independence from management and other matters relevant to the issue of corporate governance.

Board Mandate

The Board of Hinterland is ultimately responsible for overseeing the management of the business and affairs of the Corporation and, in doing so, is required to act in the best interests of the company. The Board does not believe that it is appropriate for it to be involved in the day-to-day functions of the Corporation and it expects that senior executives will be responsible for effective management, subject to the Board’s stewardship responsibilities. The Board discharges its responsibilities directly and through various committees with specific mandates.

Board Composition

Hinterland’s Board consists of five directors, three of whom are independent of management and free from any interest or business that could materially interfere with their ability to act in the Corporation’s best interests. In order to ensure that the directors exercise independent judgment in considering transactions and agreements, the Board requires that all directors declare any conflicts of interest with issues or situations as they arise. This would include transactions or agreements in which a director and/or officer has a material interest.

Mark Fekete and Greg Fekete, as officers of the Company, are considered non-independent directors. By virtue of their involvement in the managing the Company’s business and extensive knowledge of the Company’s affairs, their participation contributes to the effectiveness of the Board. Dyane Duquette, Cheyne Poirier and Zak Dingsdale are considered independent. Their board experience with other public corporations and general business expertise is welcomed and respected.

The Board has four regular meetings scheduled per year to review ongoing operations. It may meet periodically to discuss specific business matters as they arise.

Audit Committee

Hinterland’s Board has only one committee. The Corporation’s Audit Committee is comprised of Claude Ayache , Cheyne Poirier and Zak Dingsdale. Two of the members of the Audit Committee are “independent” as that term is defined in National Instrument 52 110 Audit Committees (“NI 52 110”). All members of the Audit Committee are “financially literate” as that term is defined in NI 52 110. The responsibilities and duties of the Audit Committee are set out in the Audit Committee Charter.