Thunderbird Minerals Corp. — Governance Information 2023

Mar 21, 2023

THUNDERBIRD MINERALS CORP.

AUDIT COMMITTEE CHARTER

The audit committee is a committee of the board of directors to which the board delegates its responsibilities for the oversight of the accounting and financial reporting process and financial statement audits.

The audit committee will:

• (a) review and report to the board of directors of Thunderbird Minerals Corp. (the “ Company ”) on the following before they are published:

  • (i) the financial statements and MD&A (management discussion and analysis) (as defined in National Instrument 51-102 Continuous Disclosure Obligations ) of the Company;

  • (ii) the auditor's report, if any, prepared in relation to those financial statements,

• (b) satisfy itself that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements and periodically assess the adequacy of those procedures,

• (c) recommend to the board of directors:

  • (i) the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company; and

  • (ii) the compensation of the external auditor,

• (d) oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting,

• (e) monitor, evaluate and report to the board of directors on the integrity of the financial reporting process and the system of internal controls that management and the board of directors have established,

• (f) monitor the management of the principal risks that could impact the financial reporting of the Company,

• (g) establish procedures for:

  • (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

  • (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters,

• (h) pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company's external auditor,

• (i) review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company, and

• (j) with respect to ensuring the integrity of disclosure controls and internal controls over financial reporting, understand the process utilized by the Chief Executive Officer and the Chief Financial Officer to comply with National Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim Filings .

Composition of the Committee

The committee will be composed of three directors from the Company's board of directors, a majority of whom will not be executive officers, employees or control persons of the Company's or of an affiliate of the Company, provided that:

• (a) If a circumstance arises that affects the business or operations of the Company, and a reasonable person would conclude that the circumstance can be best addressed by a member of the audit committee becoming an executive officer or employee of the Company, the requirement set out above will not apply to the audit committee in respect of the member until the later of:

  • (i) the next annual meeting of the Company; and

  • (ii) the date that is six months after the date on which the circumstance arose.

• (b) If an audit committee member becomes a control person of the Company or of an affiliate of the Company for reasons outside the member's reasonable control, the requirement set out above will not apply to the audit committee in respect of that member until the later of:

  • (i) the next annual meeting of the Company; and

  • (ii) the date that is six months after the date on which the circumstance arose.

• (c) If a vacancy on the audit committee arises as a result of the death, incapacity or resignation of an audit committee member and the board of directors is required to fill the vacancy, the requirement set out above will not apply to the audit committee, in respect of the member appointed to fill the vacancy, until the later of:

  • (i) the next annual meeting of the Company; and

  • (ii) the date that is six months from the day the vacancy was created.

All members of the committee will be financially literate as defined by applicable legislation. If, upon appointment, a member of the committee is not financially literate as required, the member will be provided a three month period in which to achieve the required level of literacy.

Authority

The committee has the authority to engage independent counsel and other advisors as it deems necessary to carry out its duties and the committee will set the compensation for such advisors. The committee has the authority to communicate directly with and to meet with the external auditors and the internal auditor, without management involvement. This extends to requiring the external auditor to report directly to the committee.

Reporting

The reporting obligations of the committee will include:

• (a) reporting to the board of directors on the proceedings of each committee meeting and on the committee's recommendations at the next regularly scheduled directors meeting; and

• (b) reviewing, and reporting to the board of directors on its concurrence with, the disclosure required by Form 51-110F2 in any management information circular prepared by the Company.

Adopted by the Board of Directors of Thunderbird Minerals Corp. on February 16, 2023