adjunct professor and member of the F aculty A dvisory Board at the Deautels F aculty of Management, McGill University. Mr. Stewart is currently a member of the Council of Canadian A cademies P anel for Business Innovation Assessment in Canada, reporting to the Canadian Minister of Industry. Mr. Stewart has served as a director of a number of boards, including Mitel Networks Corporation, BreconRidge Manufacturing Solutions Corporation, GBC North American Growth F und, W averider Communications Inc. and MRRM Canada Inc. (Dainty F oods). He has also served on the audit committee of the boards of directors of Mitel Corporation, BreconRidge Manufacturing Solutions Corporation and GBC North American Growth F und. Edmund J . Stuart, Director . Mr. Stuart has been actively involved in the mining and exploration business for the last 28 years. Of these, 24 years were with A ur R esources Inc, which he joined in 1984 to start the then junior company’s exploration activities in V al-d’Or, Quebec. A t the time of A ur’s $4.1 billion acquisition by T eck Cominco in September, 2007, Mr. Stuart held the position of Executive V ice-P resident, Mining Operations, responsible for A ur’s world-wide mining operations. P rior to this, he held various other senior posts with A u r including P resident, North America Division, with overall responsibility for North- American exploration and mining and V ice-P resident Development P rojects where he was responsible principally for construction of the Duck P ond Mine in Newfoundland. P rior to joining A ur, Mr. Stuart held positions with the consulting firm of Derry, Michener & Booth in T oronto and with P atino Mines Inc. in Chibougamau, Quebec. Mr. Stuart is currently P resident of Brannach Services Inc., a private firm providing consulting services to the minerals industry and he serves on the Board of Directors of Alexandria Minerals Corporation. Mr. Stuart holds a B.Sc. degree from University College Dublin, Ireland and a M.Sc. degree from Michigan T echnological University. He is a member of the Association of P rofessional Geoscientists of Ontario, a national member of the Canadian Institute of Mining and Metallurgy and a member of the P rospectors and Developers Association of Canada. A udit Committee and Corporate Governance P ractices The Board will have two committees: an audit committee and a compensation and corporate governance committee, both of which will be comprised entirely of independent directors. Audit Committee The Directors will appoint an audit committee consisting of three Directors, all of whom will be independent and financially literate within the meaning of applicable securities laws. The audit committee will be responsible for the oversight and supervision of:  the accounting and financial reporting practices and procedures of Orbit Garant;  the adequacy of the internal accounting controls and procedures of Orbit Garant; and  the quality and integrity of the financial statements of Orbit Garant. In addition, the audit committee will be responsible for the appointment, compensation, retention and oversight of the external auditor, as well as the adoption and implementation of policies respecting the pre-approval of all non-audit services provided by the external auditor, and for directing the auditor’s examination into specific areas of the business. The audit committee will adopt a written charter and establish procedures to deal with complaints regarding accounting, internal accounting controls or auditing matters and will appoint with confidential, anonymous submissions by employees of concerns regarding questionable accounting or auditing matters. The chair of the audit committee will be Jean Yves L alibert ? e, and P atrick Godin and Guthrie Stewart will also serve as members of that committee. Compensation and Corporate Governance Committee The compensation and corporate governance committee will review and make recommendations to the board concerning the appointment of officers of Orbit Garant and the hiring, compensation, benefits and termination of senior executive officers and all other key employees of Orbit Garant. The committee will annually review the Chief Executive Officer’s goals and objectives for the upcoming year and provide an appraisal of the Chief Executive Officer’s performance. The committee will administer and make recommendations regarding the operation of Orbit Garant’s Option Plan (described below). The committee will 54