Corporate Governance

The Board of Directors of the Company assumes responsibility for the stewardship of the Company and, insofar as it allows management to direct the Company's activities on a day to day basis, the Board of Directors has established broad parameters for governance of the Company. The Company is a silver metals company. The Company's project is called the Las Minas gold-silver-copper property and is located in the State of Veracruz, Republic of Mexico and therefore the Board identifies the principal risks associated with doing business in Mexico. The management team of the Company is small in number and there is not a specific succession of planning and training systems in place. Therefore the Board will react as required to any changes in senior management. The Board ensures that communication practices are maintained with both the shareholder base and as required by regulatory authorities. The Board ensures the integrity of the Company's internal controls and management information systems.

The Company has three independent directors. The Company's has one committee which is the Audit Committee which is comprised of three independent directors. The Board of Directors have reviewed this Corporate Governance Statement and concurs that it accurately reflects the Company's activities.

At Directors' Meetings, the strategic plan and focus of the Company is reviewed along with the ability of management to continue to deliver on these corporate objectives. The Company currently does not have a Lead Director.

The Board does not currently have a policy as it relates to Directors appointing independent outside advisors, however, should an opportunity or situation arise, the Board would review the same and would seek out the best advice available to it. The Board approves annual capital and operating plans and monitors these performances against the plans as well as assesses the various business risks associated with these activities to determine the level that is acceptable to the Company. The Board relies on senior management to ensure the integrity of the Company's internal controls and management information systems. The Board has reviewed the Company's Communication Policy.

The Company has a Communication Policy to ensure that there is Continuous Disclosure to shareholders and that the guidelines for the Exchange and Commissions as well as practices followed as they relate to a B.C. incorporated company. Systems are in place so that press releases are drafted and reviewed internally and externally prior to them being issued and accountability rests with the management in this regard.

  1. Code of Business Conduct and Ethics

  2. Foreign Corrupt Practices Policy

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