Corporate Governance

1. Corporate Governance Framework

Braeval Mining Corporation (“Braeval” or the “Company”), believes strongly that good corporate governance is important to the Company's long-term success and the protection of the interests of our many stakeholders. Our policies and practices are consistent with Braeval's vision of being a professional exploration and development company.

The Board of Directors has approved a set of corporate governance guidelines to promote the effective functioning of the Board and its Committees and to set forth a common set of expectations as to how the Board and the Company should manage its affairs and perform its responsibilities. Braeval has also adopted a Code of Business Conduct and Ethics that is applicable to all directors, officers and employees of Braeval.

Corporate policies have been implemented to address Braeval’s Board and Management’s needs in conducting its business activities in an appropriate and effective manner, and to synchronize its governance practices with regulatory requirements.

Braeval has several Committees that assist the Board with its overall responsibilities. These Committees include: the Audit Committee; and the Corporate Governance and Compensation Committee. The Corporation may in the future establish a Disclosure Committee.

The Company’s Corporate Governance practices comply with the national instruments of the Canadian Securities Administrators regarding corporate governance practices, including National Instrument 58-101 – “Disclosure of Corporate Governance Practices” and 58-201 "Corporate Governance Guidlines", a copy of which follows.

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