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A.	Disclosure Controls and Procedures

B.	Management's Annual Report on Internal Control Over Financial Reporting

C.	Attestation Report of the Independent Registered Public Accounting Firm

D.	Changes in Internal Control Over Financial Reporting

E.	Notice of Pension Fund Blackout Period

F.	Audit Committee Financial Expert

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G.	Code of Ethical Conduct

H.	Principal Accountant Fees and Services and Audit Committee Pre-Approval Policies

I.	Off-Balance Sheet Arrangements

J.	Tabular Disclosure of Contractual Obligations

K.	Nasdaq Stock Market Exemptions

L.	Identification of the Audit Committee

M.	Mine Safety

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A.	Undertaking

B.	Consent to Service of Process

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•	It typically includes words and phrases about the future, such as believe, estimate, anticipate, expect, plan, intend, predict, goal, target, forecast, project, scheduled, potential, strategy and proposed (see examples starting on page 4).

•	It is based on a number of material assumptions, including, but not limited to, those we have listed below, that may prove to be incorrect.

•

Actual results and events may be significantly different from what we currently expect, because of, among other things, the risks associated with our business. We list a number of these material risks below under “Material Risks and Assumptions”. We recommend you also review other parts of this AIF, including "Risks Related to Our Business" starting on page 66, and our 2019 MD&A, which includes a discussion of other material risks that could cause our actual results to differ from our current expectations.

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•	the price of silver and other metals;

•	the sufficiency of our liquid assets to satisfy our 2020 working capital requirements, fund currently planned capital expenditures (including both sustaining and project capital) for existing operations, and to discharge liabilities as they come due;

•	our anticipated operating cash flow and our ability to raise necessary funds;

•	our belief that we are well positioned to take advantage of strategic opportunities as they become available;

•	the accuracy of mineral reserve and mineral resource estimates, estimates of future production and future cash, and total costs of production, as applicable, at the La Colorada, Dolores, Huaron, Morococha, San Vicente, and Manantial Espejo mines, and the Navidad, Joaquin and other properties;

•	estimated production rates for silver and other payable metals we produce, timing of production and estimated cash and total costs of production, including forecast cash costs of production;

•	the estimated cost of and availability of funding for working capital requirements and capital replacement, improvement or remediation programs, and for future construction and development projects;

•	estimated costs of construction, development and ramp-up of our projects;

•	the outcome of the ILO 169 consultation process in Guatemala with respect to the Escobal mine, the resolution of other matters ordered by the courts in Guatemala, and our anticipated engagement with local communities and the Xinka population in Guatemala;

•	our ability to successfully restart the Escobal mine and begin production and export therefrom;

•	our ability to successfully complete the integration of the operations and employees of Tahoe Resources Inc.;

•	the ability to obtain necessary permits and licenses, including for current or future operations, project development and expansion;

•	future successful development of the Cap-Oeste Sur Este (“COSE”), Joaquin, Navidad and other development projects;

•	the effect of the New Mining Law established by the Bolivian government on the current joint venture agreement with COMIBOL relating to the San Vicente mine, and our intention to take appropriate steps to protect and, if necessary, enforce our rights under our existing agreement with COMIBOL;

•	the effects of laws, regulations and government policies affecting our operations, including, without limitation, expectations relating to or the effect of certain highly restrictive laws and regulations applicable to mining in the Province of Chubut, Argentina;

•	the estimates of expected or anticipated economic returns from a mining project, as reflected in preliminary economic assessments, pre-feasibility, and feasibility studies or other reports prepared in relation to development of projects;

•	estimated exploration expenditures to be incurred on our various silver exploration properties;

•	compliance with environmental, health, safety and other regulations;

•	our goal to continue to be a responsible company, committed to sustainable development;

•	the pursuit of all legal and commercial avenues to collect the amounts owing to us under our contracts with Doe Run Peru and Republic Metals Corporation (“Republic”);

•	estimated future closure, reclamation and remediation costs;

•	forecast capital and non-operating spending;

•	estimates of foreign exchange rates and future income tax rates;

•	future sales of the metals, concentrates or other products produced by us;

•	our ability to maintain relationships of trust with our stakeholders and community support for our activities;

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•	continued access to necessary infrastructure, including, without limitation, access to power, water, lands and roads to carry on activities as planned;

•	that we will be, or will continue to be, the world’s premier silver producer and one of the world’s leading silver mining companies;

•	our intention to acquire or discover silver resources that have the potential to be developed economically and to add meaningfully to our production profile while lowering consolidated units costs of production;

•

our plans and expectations for our properties and operations, including, without limitation, production estimates, capital expenditures, exploration drilling and development, forecasts regarding investment activities, and other matters discussed under the heading “Outlook for 2020” and under the headings “Capital and Operating Costs” and “Exploration, Development, and Production” with respect to each of our material properties; and

•	the results of investment and development activities at our material mineral properties.

•	fluctuations in spot and forward markets for silver, gold, base metals and certain other commodities (such as natural gas, fuel oil and electricity);

•	restrictions on mining in the jurisdictions in which we operate;

•	laws and regulations governing our operation, exploration and development activities;

•	our ability to obtain or renew the licenses and permits necessary for the operation and expansion of our existing operations and for the development, construction and commencement of new operations, including the license and export permits necessary to operate the Escobal mine which are currently suspended or have not been renewed;

•	risks relating to our operations in Mexico, Peru, Bolivia, Argentina, Guatemala and other foreign jurisdictions where we may operate;

•	inherent risks associated with tailings facilities and heap leach operations, including failure or leakages;

•	work stoppages or other impacts of roadblocks, civil unrest, riots, terrorism and other similar events;

•	relations with and claims by indigenous populations;

•	relations with and claims by local communities and non-governmental organizations;

•	the speculative nature of mineral exploration and development;

•	diminishing quantities or grades of mineral reserves as properties are mined;

•	the inability to determine, with certainty, the production of metals or the price to be received before mineral reserves or mineral resources are actually mined;

•	the inability to determine, with certainty, production and cost estimates;

•	inadequate or unreliable infrastructure (such as roads, bridges, power sources and water supplies);

•	environmental regulations and legislation;

•	our ability to maintain or obtain additional surface rights or other access that are necessary for future operations and planned mine developments;

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•	risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, potential unintended releases of contaminants, industrial accidents, unusual or unexpected geological or structural formations, pressures, cave-ins and flooding);

•	reclamation and ongoing post-closure monitoring and maintenance requirements;

•	the effects of climate change, extreme weather events, water scarcity, and seismic events, and the effectiveness of strategies to deal with these issues;

•	risks relating to the creditworthiness and financial condition of our suppliers, refiners and other parties;

•	fluctuations in currency markets (such as the Peruvian nuevo sol (“PEN”), Mexican peso (“MXN”), Argentine peso (“ARS”), the Bolivian boliviano (“BOB”), and the Guatemalan quetzal (“GTQ”) versus the USD and CAD);

•	the volatility of the metals markets, and its potential to impact our ability to meet our financial obligations;

•	the inability to recruit and retain qualified personnel, or maintain positive relationships with our employees;

•	disputes as to the validity of mining or exploration titles or claims or rights, which constitute most of our property holdings;

•	our ability to complete and successfully integrate acquisitions;

•	increased competition in the mining industry for properties and equipment;

•	limited supply of materials and supply chain disruptions;

•	the effectiveness of our internal control over financial reporting;

•	claims and legal proceedings arising in the ordinary course of business activities; and

•	those factors identified under the caption “Risks Related to our Business” in this AIF and the documents incorporated by reference herein, if any.

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•	a report relating to the La Colorada mine entitled “Technical Report for the La Colorada Property, Zacatecas, Mexico”, dated effective December 31, 2019 (the “La Colorada Report”) by M. Wafforn, C. Emerson and A. Delgado;

•	a report relating to the Dolores mine entitled “Technical Report for the Dolores Property, Chihuahua, Mexico”, dated effective December 31, 2016 (the “Dolores Report”) by M. Wafforn, C. Emerson and A. Delgado;

•	a report relating to the Huaron mine entitled “Technical Report for the Huaron Property, Pasco, Peru” dated effective June 30, 2014 (the “Huaron Report”) by M. Steinmann, M. Wafforn and A. Delgado;

•	a report relating to the Morococha mine entitled “Technical Report for the Morococha Property, Yauli, Peru” dated effective June 30, 2014 (the “Morococha Report”) by M. Steinmann, M. Wafforn and A. Delgado;

•	a report relating to the Shahuindo mine entitled “Technical Report on the Shahuindo Mine, Cajabamba, Peru” dated effective January 1, 2016 (the “Shahuindo Report”) by C. Defilippi, C. Muerhoff, and T. Williams;

•	a report relating to the Timmins West mine entitled “National Instrument 43-101 Technical Report, Timmins West Mine, Timmins, Ontario, Canada” dated effective May 15, 2017 (the “Timmins West Report”) by E. Kallio, N. Vaz, and K. Byrnes;

•	a report relating to the Bell Creek mine entitled “NI 43-101 Technical Report, Updated Mineral Reserve Estimate For Bell Creek Mine, Hoyle Township, Timmins, Ontario, Canada” dated effective December 31, 2014 (the “Bell Creek Report”) by E. Kallio and N. Vaz;

•	a report relating to the Escobal mine entitled “Escobal Mine Guatemala: NI 43-101 Feasibility Study, Southeastern Guatemala” dated effective November 5, 2014 (the “Escobal Report”) by M3 Engineering & Technology Corporation, with authors C. Huss, T. Drielick, D. Roth, P. Tietz, M. Blattman, and J. Caldwell; and

•	a report relating to the Navidad property entitled “Pan American Silver Corp.: Navidad Project, Chubut Province, Argentina: Preliminary Assessment” dated January 14, 2011 (the “Navidad Report”) by M. Steinmann, M. Wafforn and P. De Mark.

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1	Cash Costs and AISC are non-GAAP measures and do not have standardized meanings prescribed by IFRS. For additional information, please see “Non-GAAP Measures” on page 2 of this AIF.

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1	Estimated using a price of $17 per ounce of silver, $1,300 per ounce of gold, $2,500 per tonne of zinc and $2,100 per tonne of lead. Totals may not add due to rounding.

2	Mineral reserve estimates for La Colorada have been prepared under the supervision or were reviewed by Christopher Emerson, FAusIMM, and Martin Wafforn, P. Eng., as Qualified Persons as that term is defined in NI 43-101.

3	Lead and zinc grades shown are the average for the deposit. However, the base metals are only payable in the concentrates produced from the sulphide ores and not in the doré produced from the oxide ores.

1

These mineral resources are in addition to mineral reserves. Estimated using a price of $17 per ounce of silver, $1,300 per ounce of gold, $2,500 per tonne of zinc and $2,100 per tonne of lead, except for the skarn deposit, where metal prices of $18.50 per ounce of silver, $6,500 per tonne of copper, $2,600 per tonne of zinc, and $2,200 per tonne of lead were used. At the skarn deposit, a cut-off value of $60 per tonne, which used metallurgical recoveries of 91% silver, 90% lead, 85% zinc, and 38% copper, was used to tabulate resources..

2	Mineral resource estimates for the La Colorada mine have been prepared under the supervision, or were reviewed by Christopher Emerson, FAusIMM, and Martin Wafforn, P. Eng., as Qualified Persons, as that term is defined in NI 43-101.

3	Lead and zinc grades shown are the average for the deposit. However, the base metals are only payable in the concentrates produced from the sulphide ores and not in the doré produced from the oxide ores.

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1	Estimated using a price of $17 per ounce of silver and $1,300 per ounce of gold. Totals may not add due to rounding.

2	Mineral reserve estimates for the Dolores mine were prepared under the supervision of, or were reviewed by, Christopher Emerson, FAusIMM, and Martin G. Wafforn, P.Eng., as Qualified Persons as that term is defined in NI 43-101.

1	These mineral resources are in addition to mineral reserves. Estimated using metal prices of $22 per ounce of silver and $1,400 per ounce of gold.

2	Mineral resource estimates for the Dolores mine were prepared under the supervision of, or were reviewed by, Christopher Emerson, FAusIMM, and Martin G. Wafforn, P.Eng., as Qualified Persons as that term is defined in NI 43-101.

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1	Estimated using a price of $17 per ounce of silver, $2,500 per tonne of zinc, $2,100 per tonne of lead and $6,000 per tonne of copper. Totals may not add due to rounding.

2	Mineral reserve estimates for the Huaron mine were prepared under the supervision of, or were reviewed by, Christopher Emerson, FAusIMM, and Martin G. Wafforn, P.Eng., as Qualified Persons as that term is defined in NI 43-101.

1	These mineral resources are in addition to mineral reserves. Estimated using a price of $17 per ounce of silver, $2,500 per tonne of zinc, $2,100 per tonne of lead and $6,000 per tonne of copper.

2	Mineral resource estimates for the Huaron mine were prepared under the supervision of, or were reviewed by, Christopher Emerson, FAusIMM, and Martin G. Wafforn, P.Eng., as Qualified Persons as that term is defined in NI 43-101.

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1	Consists of sales to arm’s length customers.

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1	Estimated using a price of $17 per ounce of silver, $2,500 per tonne of zinc, $2,100 per tonne of lead and $6,000 per tonne of copper. Totals may not add due to rounding.

2	Mineral reserve estimates for the Morococha mine were prepared under the supervision of, or were reviewed by, Christopher Emerson, FAusIMM, and Martin G. Wafforn, P.Eng., as Qualified Persons, as that term is defined in NI 43-101.

3	Tonnes are shown for our 92.3% ownership of the Morococha property.

1	These mineral resources are in addition to mineral reserves. Estimated using a price of $17 per ounce of silver, $2,500 per tonne of zinc, $2,100 per tonne of lead and $6,000 per tonne of copper.

2	Mineral resource estimates for the Morococha mine were prepared under the supervision of, or were reviewed by, Christopher Emerson, FAusIMM, and Martin G. Wafforn, P.Eng., as Qualified Persons as that term is defined in NI 43-101.

3	Tonnes are shown for our 92.3% ownership of the Morococha property.

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1	Consists of sales to arm’s length customers.

2	Calculated as gross revenue plus export credit incentives (as applicable), less treatment and refining charges and export taxes.

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1	Estimated using a price of $17 per ounce of silver and $1,300 per ounce of gold. Totals may not add due to rounding.

2	Mineral reserve estimates for the Shahuindo mine were prepared under the supervision of, or were reviewed by, Christopher Emerson, FAusIMM, and Martin G. Wafforn, P.Eng., as Qualified Persons as that term is defined in NI 43-101.

1	These mineral resources are in addition to mineral reserves. Estimated using a price of $22 per ounce of silver and $1,400 per ounce of gold except for the Shahuindo Sulphide material which was estimated using a price of $15 per ounce of silver and $1,400 per ounce of gold.

2	Mineral resource estimates for the Shahuindo mine were prepared under the supervision of, or were reviewed by, Christopher Emerson, FAusIMM, and Martin G. Wafforn, P.Eng., as Qualified Persons as that term is defined in NI 43-101.

3	Inferred resources include both oxide and sulphide.

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1	Estimated using prices of $1,300 per ounce of gold. Totals may not add due to rounding.

2	Mineral reserve estimates for the Timmins West mine were prepared under the supervision of, or were reviewed by Christopher Emerson, FAusIMM, and Martin G. Wafforn, P.Eng., as Qualified Persons as that term is defined in NI 43-101.

1	These mineral resources are in addition to mineral reserves. Estimated using prices of $1,300 per ounce of gold.

2	Mineral resource estimates for the Timmins West mine were prepared under the supervision of, or were reviewed by Christopher Emerson, FAusIMM, and Martin G. Wafforn, P.Eng., as Qualified Persons as that term is defined in NI 43-101.

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1	Estimated using prices of $1,300 per ounce of gold. Totals may not add due to rounding.

2	Mineral reserve estimates for the Bell Creek mine were prepared under the supervision of, or were reviewed by Christopher Emerson, FAusIMM, and Martin G. Wafforn, P.Eng., as Qualified Persons as that term is defined in NI 43-101.

1	These mineral resources are in addition to mineral reserves. Estimated using prices of $1,300 per ounce of gold.

2	Mineral resource estimates for the Bell Creek mine were prepared under the supervision of, or were reviewed by Christopher Emerson, FAusIMM, and Martin G. Wafforn, P.Eng., as Qualified Persons as that term is defined in NI 43-101.

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1	Consists of sales to arm’s length customers.

2	Calculated as gross revenue plus export credit incentives (as applicable), less treatment and refining charges and export taxes.

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1	Estimated using prices of $20 per ounce of silver and $1,300 per ounce of gold. Totals may not add due to rounding.

2	Mineral reserve estimates for the Escobal mine were prepared under the supervision of, or were reviewed by Christopher Emerson, FAusIMM, and Martin G. Wafforn, P.Eng., as Qualified Persons as that term is defined in NI 43-101.

1	These mineral resources are in addition to mineral reserves. Estimated using prices of $20 per ounce of silver and $1,300 per ounce of gold.

2	Mineral resource estimates for the Escobal mine were prepared under the supervision of, or were reviewed by Christopher Emerson, FAusIMM, and Martin G. Wafforn, P.Eng., as Qualified Persons as that term is defined in NI 43-101.

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1

Estimated and reported above a 50 g/t AgEQ using a silver equivalence formula of AgEQ = Ag + (Pb × 10,000/365) and a price of $12.52 per ounce of silver and $1,100 per tonne of lead. The most likely cut-off grade for these deposits is not known at this time and must be confirmed by the appropriate economic studies. The estimated metal content does not include any consideration of mining, mineral processing, or metallurgical recoveries.

2	Mineral resource estimates for the Navidad property were prepared by Pamela De Mark, P. Geo., as a Qualified Person as that term is defined in NI 43-101.

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•	During 2019, we had 800 tonnes of copper exercised at an average strike price of $6,150 per tonne, resulting in a realized gain of $0.3 million. We had 3,600 tonnes of zinc exercised at a strike price of $2,600 per tonne, resulting in a realized gain of $0.9 million.

•

During 2018, we had 1,200 tonnes of lead exercised at a strike price of $2,500 per tonne, resulting in a realized loss of $0.1 million, and 2,375 tonnes of lead exercised at a strike price of $2,200 per tonne, resulting in a realized gain of $0.5 million. We had 360 tonnes of copper exercised at a strike price of $6,960 per tonne, resulting in a realized gain of $nil, and 1,950 tonnes of copper exercised at a strike price of $6,400 per tonne, resulting in a realized gain of $0.5 million. We had 1,300 tonnes of zinc exercised at a strike price of $3,350 per tonne, resulting in a realized loss of $0.2 million, and 6,600 tonnes of zinc exercised at an average strike price of $2,850 per tonne, resulting in a realized gain of $1.8 million.

•	During 2017, we had 620 tonnes of lead exercised at a strike price of $1,965 per tonne, resulting in a realized loss of $0.2 million, and 5,090 tonnes of zinc exercised at an average strike price of approximately $2,187 per tonne, resulting in a realized loss of $3.0 million.

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2	Numbers may not add due to rounding.

3	Net of lease advances.

4	Includes spending on the early stage exploration projects, including with respect to the La Negra option and Joaquin property, as well as other indirect exploration spending.

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•	global and regional levels of supply and demand;

•	sales by government holders and other third parties;

•	metal stock levels maintained by producers and others;

•	increased production due to new mine developments and improved mining and production methods;

•	speculative activities;

•	inventory carrying costs;

•	availability, demand and costs of metal substitutes;

•	international economic and political conditions;

•	interest rates, inflation and currency values;

•	increased demand for silver or other metals for new technologies; and

•	reduced demand resulting from obsolescence of technologies and processes utilizing silver and other metals.

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•	expropriation, nationalization, and the cancellation, revocation, renegotiation, or forced modification of existing contracts, permits, licenses, approvals, or title, particularly without adequate compensation;

•	changing political and fiscal regimes, sometimes unexpectedly or as a result of precipitous events, and economic and regulatory instability;

•	unanticipated adverse changes to laws and policies, including those relating to mineral title, royalties and taxation;

•	delays or inability to obtain or maintain necessary permits, licenses or approvals;

•	opposition to mine development projects, which include the potential for violence, property damage and frivolous or vexatious claims;

•	restrictions on foreign investment;

•	limitations on repatriation of operating cash flows, including legal and practical restrictions to transfer funds from foreign jurisdictions

•	unreliable or undeveloped infrastructure;

•	labour unrest and scarcity;

•	human rights violations, including indigenous rights claims;

•	difficulty obtaining key equipment and components for equipment;

•	regulations and restrictions with respect to imports and exports;

•	high rates of inflation;

•	extreme fluctuations in currency exchange rates and restrictions on foreign exchange, currencies and repatriation;

•	inability to obtain fair dispute resolution or judicial determinations because of bias, corruption or abuse of power;

•	abuse of power of foreign governments who impose, or threaten to impose, fines, penalties or other similar mechanisms, without regard to the rule of law;

•	difficulties enforcing judgments, particularly judgments obtained in Canada or the United States, with respect to assets located outside of those jurisdictions;

•	difficulty understanding and complying with the regulatory and legal framework with respect to mineral properties, mines and mining operations, and permitting;

•	violence and the prevalence of criminal activity, including organized crime, theft and illegal mining;

•	civil unrest, terrorism and hostage taking;

•	military repression and increased likelihood of international conflicts or aggression; and

•	increased public health concerns.

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•	environmental protection, including carbon emissions;

•	permitting;

•	management and use of toxic substances and explosives;

•	management and use of natural resources, including water and energy supplies;

•	management of waste and wastewater;

•	exploration, development, production, and post-closure reclamation of mines;

•	imports and exports;

•	transportation;

•	price controls;

•	taxation;

•	mining royalties;

•	labour standards, employee profit-sharing and occupational health and safety, including mine safety;

•	human rights;

•	social matters, including historic and cultural preservation, engagement and consultation, local hiring and procurement, development funds;

•	anti-corruption and anti-money laundering; and

•	data protection and privacy.

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•	environmental and health hazards;

•	industrial and equipment accidents, explosions and third party accidents;

•	the encountering of unusual or unexpected geological formations;

•	ground falls and cave-ins;

•	flooding;

•	labour disruptions;

•	mechanical equipment, machinery, and facility performance problems;

•	seismic events; and

•	periodic interruptions due to inclement or hazardous weather conditions.

•	damage to, or destruction of, mineral properties or production facilities;

•	personal injury or death;

•	environmental damage and liabilities;

•	delayed production;

•	labour disruptions;

•	increased production costs;

•	asset write downs;

•	abandonment of assets;

•	monetary losses;

•	civil, regulatory or criminal proceedings, including fines and penalties, relating to health, safety and the environment;

•	community unrest, protests, and legal proceedings at local or international levels;

•	loss of social acceptance for our activities; and

•	other liabilities.

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•	contraction in credit markets could impact the cost and availability of financing and our overall liquidity;

•	the volatility of silver, gold and other metal prices would impact our revenues, profits, losses and cash flow;

•	recessionary pressures could adversely impact demand for our production;

•	volatile energy, commodity and consumables prices and currency exchange rates could impact our production costs; and

•	the devaluation and volatility of global stock markets could impact the valuation of our equity and other securities.

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6	Mr. Segsworth is our Lead Independent Director.

(a)	are, as at the date of this AIF, or have been, within 10 years before the date of this AIF, a director, chief executive officer or chief financial officer of any company (including Pan American) that,

(i)	was subject to cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation (collectively, an “Order”) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

(ii)	was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;

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(b)

are, as at the date of this AIF, or has been within 10 years before the date of this AIF, a director or executive officer of any company (including Pan American) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c)	have, within the 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or executive officer.

(d)	any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(e)	any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in making an investment decision.

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a.	the quality and integrity of the Company’s financial and accounting reporting processes and internal accounting and financial control systems;

b.	the external auditor’s qualifications and independence;

c.	management’s responsibility for assessing the effectiveness of internal controls; and

d.	the Company’s compliance with legal and regulatory requirements in connection with financial and accounting matters.

a.	The Committee shall be composed of at least three independent directors and all members of the Committee shall, to the satisfaction of the Board, be Financially Literate and at least one member will be a Committee Financial Expert (“Financially Literate” and “Committee Financial Expert” are defined in the Definitions section of this Charter).

b.	The members of the Committee shall be appointed by the Board, based on the recommendation of the Nominating and Governance Committee, to serve a one-year term and are permitted to serve an unlimited number of consecutive terms.

c.	The Committee shall appoint a chair (the “Chair”) from among its members who shall be an independent director. If the Chair is not present at any meeting of the Committee, one of the other Committee members present at the meeting shall be chosen to preside at the meeting.

d.

The Committee will make every effort to meet at least five times per year and each member is entitled to request that an additional meeting be called, which will be held within two weeks of the request for such meeting if practicable. A quorum at meetings of the Committee shall be two members present in person or by telephone. The Committee may also act by unanimous written consent of its members as described under the heading “Authority” in this Charter.

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e.

The external auditor may request the Chair to call a meeting of the Committee to consider any matter that the auditor believes should be brought to the attention of the directors or the shareholders of the Company. In addition to the external auditor, each committee chair, members of board, as well as the Chief Executive Officer or Chief Financial Officer shall be entitled to request the Chair to call a meeting, which meeting shall be held as soon as practicable after receiving the request.

f.	Notice of the time and place of every meeting shall be given in writing or by email communication to each member of the Committee at least 24 hours prior to the time fixed for such meeting.

g.	The Committee shall fix its own procedure at meetings, keep records of its proceedings and provide a verbal report to the Board routinely at the next regularly scheduled Board meeting and shall provide copies of finalized minutes of meetings to the Corporate Secretary to be kept with the official minute books of the Company.

h.	The Committee will review and approve its minutes of meetings and copies will be made available to the external auditor or its members as requested.

i.	In camera sessions will be scheduled for each regularly scheduled quarterly Committee meeting, and as needed from time to time.

j.	On an ad hoc basis, the Committee may also meet separately with head of internal audit, the Chief Executive Officer, the Chief Financial Officer, the General Counsel and such other members of management as they may deem necessary.

a.	review this Charter periodically, but at least once per annum, and recommend to the Board any necessary amendments;

b.	review and, where necessary, recommend revisions to the Company’s disclosure in the Management Information Circular regarding Committee’s composition and responsibilities and how they are discharged;

c.	assist the Board in the discharge of its responsibilities relating to the quality, acceptability and integrity of the Company’s accounting policies and principles, reporting practices and internal controls;

d.	review and recommend approval by the Board of all significant and material financial disclosure documents to be released by the Company, including but not limited to, quarterly and annual financial statements and management discussion and analysis, annual reports, Form 40-F, annual information forms, and prospectuses containing material information of a financial nature; and

e.	oversee the relationship and maintain a direct line of communication with the Company’s internal and external auditors and assess their respective performance.

a.	ensuring adequate procedures are in place for the review of the Company’s disclosure of financial information extracted or derived from the Company’s financial statements and periodically assess the Company’s disclosure controls and procedures, and management’s evaluation thereof, to ensure that

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b.	reviewing disclosures made to the Committee by the Chief Executive Officer and the Chief Financial Officer during their certification process for any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in internal controls;

c.	reviewing with management and the external auditor any correspondence with securities regulators or other regulatory or government agencies which raise material issues regarding the Company’s financial reporting or accounting policies; and

d.	regularly reviewing with management, the external auditors and the Company’s legal counsel, any claim or other contingency, including tax assessments, that could have a material effect upon the financial position or operating results of the Company and the manner in which these matters have been disclosed in the financial statements.

a.	consider and make recommendations to the Board with respect to the external auditor to be nominated for appointment by shareholders at each annual general meeting of the Company and the compensation of the external auditor;

b.	review the performance of the external auditor and, where appropriate, recommend to the Board the removal of the external auditor;

c.	confirm the independence and effectiveness of the external auditor, which will require receipt from the external auditor of a formal written statement delineating all relationships between the auditor and the Company and any other factors that might affect the independence of the auditor;

d.	oversee the work of the external auditor generally, including review and, as applicable, approval of the following :

i.	the external auditor’s engagement letter and audit plans;

ii.	the reasonableness of the estimated fees and other compensation to be paid to the external auditor;

iii.	the form and content of the quarterly and annual audit report, which should include, inter alia:

•	a summary of the Company’s internal controls and procedures;

•	any material issues raised in the most recent meeting of the Committee; and

•	any other related audit, review or attestation services performed for the Company by the external auditors.

iv.	form and content of other reports of the auditors.

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e.	actively engage in dialogue with the external auditor with respect to any disclosed relationships or services that may affect the independence and objectivity of the external auditor and take, or recommend that the Board take, appropriate actions to oversee the independence of the external auditor;

f.

review and pre-approve all non-audit services provided to the Company or its subsidiaries by the external auditor prior to the commencement of such services, and in doing so, the Committee may delegate to one or more independent members of the Committee the authority to pre-approve any such non-audit services, provided that the decision of such member(s) on such non-audit services will be presented to the Committee at its next regularly scheduled meeting, and in all cases, pre-approval of non-audit services must satisfy the requirements set out in National Instrument 52-110 – Audit Committees;

g.	monitor the relationship between management and the external auditor and resolve any disagreements between them regarding financial reporting;

h.

engage the external auditor in discussions regarding any amendments to critical accounting policies and practices; alternative treatments of financial information within generally accepted accounting principles related to material items that have been discussed with management, including any potential ramifications and the preferred treatment by the independent auditor; and lastly, written communication between management and the independent auditor, including but not limited to, the management letter and schedules of adjusted and unadjusted differences, as applicable.

a.	obtain reasonable assurance from discussions with (and/or reports from) management, and reports from external and internal auditors that the Company’s financial and accounting systems are reliable and that the prescribed internal controls are operating effectively;

b.	in consultation with the external auditor, the CEO, the CFO, and where necessary, other members of management, review the integrity of the Company’s financial reporting process and the internal control structure;

c.	review the acceptability of the Company’s accounting principles and direct the auditors’ examinations to particular areas of question or concern, as required;

d.	request the auditors to undertake special examinations (e.g., review compliance with conflict of interest policies) when it deems necessary;

e.	together with management, review control weaknesses identified by the external and internal auditors;

f.	review the appointments of the chief financial officer and key financial executives;

g.	ensure CEO and CFO certifications pursuant to Sarbanes-Oxley Act sections 302 and 906 and pursuant to Canadian securities laws are prepared and filed and will make inquiry and initiate discussion as necessary with management regarding the practices and procedures adopted to permit management’s assurance on the underlying controls; and

h.	during the annual audit process, consider if any significant matters regarding the Company’s internal controls and procedures over financial reporting, including any significant deficiencies or material weaknesses in their design or operation, need to be discussed with the external auditor, and review

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a.	activities, organization structure and qualifications of the internal audit function;

b.	the resources, budget, reporting relationships and planned activities of the internal audit function;

c.	internal audit findings and determine that they are being properly followed up;

d.	the internal audit procedures and recommending changes, if any; and

e.	the adequacy of the line of communication between internal audit and the Committee, ensuring that it is maintained.

a.	satisfy itself as to the integrity of the CEO and other senior management and that the CEO and other senior management strive to create a culture of integrity throughout the Company;

b.	review the adequacy, appropriateness and effectiveness of the Company’s policies and business practices which impact on the integrity, financial and otherwise, of the Company, including those relating to hedging, insurance, accounting, information services and systems, financial controls and management reporting;

c.	receive a report from management on tax issues and planning, including compliance with the Company’s source deduction obligations and other remittances under applicable tax or other legislation;

d.	receive a report on the annual policy attestation process for the Company’s Global Code of Ethical Conduct (the “Code”) and Global Anti-Corruption Policy;

e.	review annually the adequacy and quality of the Company’s financial and accounting staffing, including the need for and scope of internal audit reviews (if any);

f.	receiving reports from management and other Board committees, including without limitation the Health Safety, Environment and Community Committee, on the identification, assessment and management of risks;

g.	in conjunction with any other committee designated by the Board from time to time, reviewing major financial, audit and accounting related risks and the policies, guidelines and mechanisms that management has put in place to govern the process of monitoring, controlling and reporting such risks;

h.	establish procedures for:

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

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

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i.

review any complaints and concerns received regarding accounting, internal controls, or auditing matters or with respect to the Code, and the investigation and resolution thereof, and provide all relevant information relating to such complaints and concerns to the Nominating and Governance Committee, taking into account complainant confidentiality concerns and the roles and responsibilities of each Committee;

j.	review and monitor the Company’s compliance with applicable legal and regulatory requirements related to financial reporting and disclosure;

k.	review all related-party transactions; and

l.

carry the responsibility for reviewing reports from management, internal and external auditors with respect to the Company’s compliance with the laws and regulations having a material impact on financial reporting and disclosure, including: tax and financial reporting laws and regulations; legal withholding requirements; environmental protection laws and regulations; and any other laws and regulations which expose directors to liability.

a.	The Committee shall have the authority to:

i.	engage independent counsel and other advisors as it determines necessary to carry out its duties;

ii.	set and pay the compensation for any advisors employed by the Committee; and

iii.	communicate directly with the internal and external auditors.

b.	The Committee shall have the power, authority and discretion delegated to it by the Board which shall not include the power to change the membership of or fill vacancies in the Committee.

c.	A resolution approved in writing by the members of the Committee shall be valid and effective as if it had been passed at a duly called meeting. Such resolution shall be filed with the minutes of the proceedings of the Committee and shall be effective on the date stated thereon or on the latest date stated in any counterpart.

d.	The Board shall have the power at any time to revoke or override the authority given to or acts done by the Committee except as to acts done before such revocation or act of overriding and to terminate the appointment or change the membership of the Committee or fill vacancies in it as it shall see fit.

e.	The Committee shall have unrestricted and unfettered access to all Company personnel and documents and shall be provided with the resources necessary to carry out its responsibilities.

f.	At the invitation of the Chair, one or more officers or employees of the Company may, and if required by the Committee, shall attend a meeting of the Committee.

g.	The Committee, upon approval by a majority of the members of the Committee, may delegate certain of its duties and responsibilities to subcommittees of the Committee, which must report back to the full Committee.

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a.	an understanding of generally accepted accounting principles and financial statements;

b.	the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;

c.	experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and level of complexity of issues that can reasonably be expected to be raised in the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities;

d.	an understanding of internal controls and procedures for financial reporting; and

e.	an understanding of audit committee functions; acquired through any one or more of the following:

i.	education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions;

ii.	experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions; or

iii.	experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or other relevant experience.