Incorporation of Corporate Governance Material
The Directors are responsible for protecting the rights and interests of the shareholders through the implementation of sound strategies and action plans and the development of an integrated framework of controls over the Company's resources, functions and assets.

General
The Company will have two formally constituted committees of the Board of Directors. The Remuneration and Audit Committees. The Directors consider that the Company is not of a size that its affairs are of such complexity as to justify the formation of special or separate committees. The Board as a whole is able to address the governance aspects of the Company's activities and ensure that it adheres to appropriate ethical standards.

This information below outlines the main corporate governance policies which the Directors have adopted.

Composition of the Board
The Board is comprised of six Directors. There is no requirement for any Director's shareholding qualification. Board policy is that the Board will constantly review and monitor its performance. As the Company's activities increase in size, nature and scope, the size of the Board will be reviewed periodically and the Board may seek to appoint persons who, in the opinion of the Board will provide specialist expertise required for the Board to adequately perform its role.

Board Membership
The Board acts as a nomination committee. Members of the Board have been brought together to provide a blend of qualifications, skills and national and international experience required for managing a company operating within the mining industry.

Appointment and Retirement of Directors
The Company's Constitution provides that Directors are subject to retirement by rotation, by order of length of appointment. Retiring Directors are eligible for re-election by shareholders at the annual general meeting of the Company.

Duties of Directors
Directors are expected to accept all duties and responsibilities associated with the running of a public company, to act in the best interests of the Company and to carry out their duties and responsibilities with due care and diligence. Directors are required to take into consideration conflicts when accepting appointments to other Boards. Accordingly, Directors wishing to accept appointment to other Boards must first seek approval from the Board, approval of which will not be unreasonably withheld.

Independent Professional Advice
The Board has determined that individual Directors may, in appropriate circumstances engage outside advisers at the Company's expense. The engagement of an outside adviser is subject to the prior approval of the Board, which will not be unreasonably withheld.

Compensation Arrangements and Remuneration Committee
The maximum aggregate amount payable to non-executive Directors as Directors' fees has been set at $200,000 per annum. The Constitution provides that Director's fees can only change pursuant to a resolution at a general meeting. The Company will establish a remuneration committee comprising two directors with the objective of maintaining and reviewing the Company's remuneration policies and practices and reporting to the Board on such matters.

The Board is responsible for reviewing and negotiating the compensation arrangements of senior executives and consultants.

Audit and Risk Management Committee
The Board will establish an Audit and Risk Management Committee comprising three independent directors. The Company will adopt an Audit and Risk Management Charter setting out the composition, purpose, powers and scope of the Audit and Risk Management Committee as well as reporting requirements to the Board as a whole.

Internal Management Controls
The Company's assets are located in Argentina. Control over the operations is exercised by its managing director and local Argentine management. Specific control measures have been implemented to oversee and manage the distribution of funds in Argentina in relation to activities undertaken there. The Board also monitors the performance of outside consultants engaged from time to time to complete specific projects and tasks.

Identifying Significant Business Risks
The Board regularly monitors the operational and financial performance of the Company's activities. In conjunction with the Audit and Risk Management Committee, it monitors and receives advice on areas of operation and financial risk and considers strategies for appropriate risk management. All operational and financial strategies adopted are aimed at improving the value of the Company's Shares, however, the Directors recognise that mineral exploration and evaluation is inherently risky.

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