Audit Committee

The Audit Committee is responsible for:

	Reviewing the Company’s interim and annual financial statements and management’s discussion and analysis related thereto including all annual and interim earnings press releases before they are publicly disclosed;
	Overseeing the work of the Company’s external auditors engaged for the purpose of preparing or issuing an audit report or related work;
	Ensuring the Company’s external auditors report directly to the audit committee throughout the team of their appointment;
	Pre-approving all non-audit services to be provide to the Company or the Company’s subsidiaries by the Company’s external auditor;
	Recommending to the board of directors the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report (or any related work), as well as the compensation to be paid to the external auditor.

The Audit Committee completes the following tasks to discharge these responsibilities:

	Meets with management and the external auditors several times per year.
	Meets separately with the CFO and Management and the external auditors several times per year
	Plans the annual audit scope and reviews the annual audit plan
	Reads carefully all internal control points raised by the auditors in correspondence with management
	Discusses the Company’s compliance with tax and financial reporting rules as issues arise.

COMPENSATION COMMITTEE

Role and Objective

The Compensation Committee (the “Committee”) is a committee of the board of directors (the “Board”) of Carlisle Goldfields Limited (the “Corporation”). The Committee is responsible for contributing to the effective stewardship of the Corporation by assisting the Board by overseeing compensation matters relating to the Corporation.

Membership of Committee

The Committee shall be comprised of a minimum of three directors. The members of the Committee shall be named by the Board with one director named as Chairman, and a majority of members shall constitute a quorum at meetings

Mandate and Responsibilities of the Committee

	Annually review and determine executive compensation packages for the senior officers of all the Corporation, including salary, bonuses, stock options or awards, stock appreciation rights and other incentives;
	Review and recommend directors’ compensation from time to time, as appropriate;
	Periodically review the Corporation’s executive benefit plans to ensure the appropriateness thereof;
	Prepare and review, as required, public or regulatory disclosure respecting compensation and the basis on which performance is measured.

Additional Compensation Matters

Compensation should be demonstrably fair to the Corporation and its executive officers and key employees. The Committee should maintain due diligence files that establish:
	Comparable remuneration packages of similar mining issuers
	Individual, formalized written officer performance reviews

Authority to Engage Advisors
The Committee shall be authorized to retain and compensate any outside advisor as it determines necessary to permit it to carry out its duties.

Delegation
The Committee shall be authorized to delegate its authority and duties to subcommittees or individual members of the Committee as it considers appropriate.