The Board recognises its responsibility for the proper management of the Company and is committed to maintaining a high standard of corporate governance. The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its Shareholders. The Quoted Companies Alliance has published a corporate governance code for small and mid-sized quoted companies, and recommendations for reporting corporate governance matters (the "QCA Code"). The North River Resources Board of Directors have adopted the QCA Guidelines, and the Directors intend to comply with the QCA Code, to the extent they consider it appropriate and having regard to the size, current stage of development and resources of the Company.

Mark Thompson is Chairman of the Audit Committee and Health, Safety and Environment Committee and James Beams acts as Chairman of the Remuneration Committee and Governance and Nominating Committee.

The Audit Committee, which is also comprised of James Beams, Mark Sawyer and Ken Sangster, receives and reviews reports from management and the Company's auditors relating to annual and interim accounts and the accounting and internal controls in place throughout the enlarged Group. It meets at least twice a year and has unrestricted access to the enlarged Group's auditors.

The Remuneration Committee, which is also comprised of Mark Thompson, Mark Sawyer and Ken Sangsterr, sets the terms and amount of the remuneration payable to Directors and members of the Company's management. It is empowered to obtain advice from external consultants on appropriate levels of compensation. In addition, it administers the Company's share option arrangements.

The Governance and Nominating Committee is comprised of Mark Thompson, Mark Sawyer, Ken Sangster and James Beams as Chairman

The Board of Directors of North River Resources established the Health Safety & Environment Committee, which is comprised of Mark Thompson, Mark Sawyer, James Beams and Ken Sangster.