San Gold Corporation

The board of directors (the "Board") of San Gold Corporation (the "Corporation") supervises, monitors and evaluates the management of the business and affairs of the Corporation. The Board shall review, discuss and approve various matters related to the strategic direction, business, operations and organizational structure of the Corporation with a view to the best interests of the Corporation and shareholders generally. The Board shall approve any action leading to a material change in the nature of the business of the Corporation. The Board shall approve banking relationships and key borrowing and financing decisions, appoint the officers of the Corporation and determine the officers and directors’ compensation.

The Board discharges its responsibilities either directly or through its committees ("Committees"). It retains plenary powers for those functions not specifically delegated by it to its Committees or to management.

The Nominating Committee, directly or through a sub-committee, reviews and recommends to the Board the candidates for nomination as directors. The Board approves the final choice of candidates for nomination and election by the shareholders.

The composition of the Board, including the qualifications of its members, shall comply with the applicable requirements of the stock exchange(s) on which the Corporation lists its securities and the applicable securities regulatory authorities, as adopted, in force or amended from time to time.

Directors must have an appropriate mix of skills, knowledge and experience in business and a history of achievements. Directors selected should be able to commit the requisite time for all the Board's business and shall demonstrate integrity, accountability and informed judgment.

The Board shall appoint its chairman (or executive chairman, as applicable) of the Board (the "Chairman") from among the directors.

The directors are elected by the shareholders at every annual meeting. The term of office of each director shall expire at close of the annual meeting of shareholders following that at which he or she was elected.

The Chairman, in consultation with appropriate members of management and the Board, as applicable, develops the agenda for Board meetings.

Regularly scheduled meetings of the Board may be held at such time or times as the Board may determine and special meetings of the Board may be called by, or by the order of, the Chairman or any two directors. A minimum of four regularly-scheduled Board meetings shall be held each year. Additional meetings may be held when required.

Meetings may be held in person, or by means of telephone, electronic or other communications facilities. Minutes of the meetings of the Board shall be prepared and circulated to the Board.

In addition to its responsibility for the overall stewardship of the Corporation, the Board has the following duties and responsibilities:

- satisfying itself, to the extent feasible, as to the integrity of the executive officers and as to their creation of a culture of integrity.

- approving a strategic planning process which takes into account, among other things, the opportunities and risks of the business of the Corporation; and

- approving the business plan and objectives of the Corporation and of the CEO, participating in the preparation of the Corporation’s strategic plan and reviewing performance against these plans throughout the year.

- approving prospectuses, proxy circulars and proxy statements sent to shareholders of the Corporation and reviewing Management's Discussion and Analysis of financial condition and results of operations, and other material disclosure documents as determined by the Board from time to time;

- declaring distributions on shares of the Corporation and approving the purchase, redemption or other acquisition of shares issued by the Corporation as required in accordance with applicable laws; and

- authorizing the issuance of securities of the Corporation as required in accordance with applicable laws.

- approving an annual operating budget for the Corporation and its subsidiaries on a consolidated basis;

- approving financings, acquisitions, dispositions, investments and other transactions not in the ordinary course of business [and/or in excess of the limits prescribed in the Corporation's annual budget];

- submitting to the shareholders for approval matters or questions requiring their approval.

- overseeing the maintenance by management of practices and processes to assure compliance with applicable laws and appropriate ethical standards, including the adoption by management of policies and procedures and code of ethics.

- adopting communications policies and monitoring the Corporation's investor relations programs, the Corporation's communication policies, including how the Corporation interacts with analysts, investors, other key stakeholders, customers, governments and the general public;

- adopting measures for the Corporation to comply with its continuous and timely disclosure obligations and to avoid selective disclosure;

- ensuring that the Board is properly informed, on a timely basis, of all important issues (including cash management and business development issues) and developments involving the Corporation and its business environment; and

- reviewing disclosure and communications policies.

The Board delegates certain of its functions to Committees, each of which has a written charter. There are five Committees of the Board: the Audit Committee, the Governance Committee, the Compensation Committee, the Nominating Committee and the Disclosure Committee. Other Committees or sub-committees may be established from time to time by the Board resolution. The rules and responsibilities of each Committee are described in the respective Committee charters.

Committee chairpersons, in consultation with the appropriate members of management and other members of the Committee, as applicable, develop the agenda for Committee meetings.

At the next Board meeting following each meeting of a Committee, the Committee chairperson shall report to the Board on the Committee's activities.

Each Committee chairperson, in consultation with Committee members and management, will set the frequency and length of Committee meetings.

The Board will ensure that regular assessments of individual directors, the Board as a whole and its Committees are carried out in order to enhance their performance.

Directors will maintain the absolute confidentiality of the deliberations and decisions of the Board and information received at meetings, except as may be specified by the Chairman or if the information is publicly disclosed by the Corporation.

If a third party approaches a director on a matter of interest to the Corporation, the director should bring the matter to the attention of the Chairman who shall determine whether this matter should be reviewed with management or should more appropriately be dealt with by the Board.

Detailed current information on the Corporation and its business, operations and finances shall be sent on a quarterly basis to the directors. In addition, new directors shall spend time with members of senior management including those involved in the Corporation's business operations, so that they can become rapidly familiar with the Corporation, its issues, business and operations. Care shall be taken to ensure that new directors understand the roles and responsibilities of the Board and its Committees, as well as the commitment level that the Corporation expects of the directors.

The Board shall have the resources and authority to discharge its duties and responsibilities, including the authority to retain counsel or other experts, as it deems appropriate, with the prior approval of the majority of the independent members of the Board.