Stelmine Canada Ltd.

FORM 58-101F2 – YEAR ENDED 2013 CORPORATE GOVERNANCE DISCLOSURE (VENTURE ISSUERS)

STELMINE CANADA LTD

(The “Company”)

CORPORATE GOVERNANCE DISCLOSURE

The board of the Company considers good corporate governance to be essential to the effective operations of the Company and to ensure that the Company is managed so as to enhance shareholder value. The board is responsible for ensuring that the Company addresses all relevant corporate governance issues in compliance with the corporate governance guidelines set forth in Regulation 58-201 respecting Disclosure of Corporate Governance Practices (" Regulation 58-201 ).

Board of Directors

The Board delegates to management the responsibility to develop strategies and is responsible for approving the strategies adopted. In addition to the approval of matters required by law, management is also required to seek approval from the board in respect of acquisitions, dispositions and significant capital expenditures. Other issues of strategic interest to the community or issues that have significant impact on the company's activities are brought to the attention of the Board to be examined, discussed and approved. The Board of Directors supervises the identification of key risks associated with the Company's business and the implementation of appropriate systems adopted by management to fight such risks. The Board reviews matters of organizational structure such as succession planning. Due to the stability of the current leadership, broad experience and little turnover, the Board does not consider this time critical for planning.

The following directors are independent, pursuant to Regulation 58-101 concerning the disclosure of practices of governance adopted by the Canadian Securities Administrators as they qualify as "independent" directors, as such term is defined in Regulation 52-110 respecting Audit Committees. Michel Lemay and Raymond Cloutier are by definition non-independent directors as they both acted as officers within the year.

Board Mandate

The following directors of the Company are presently directors of other reporting issuers, as follows:

Orientation and Continuing Education

The Company does not currently have any formal orientation or continuing education programs for new directors. Orientation and education of new directors is carried out through an informal process. New board members are provided with access to recent, publicly filed documents of the Company, technical reports and internal financial information. The Company also provides technical presentations and/or information to new directors where necessary to ensure that they possess or have access to the technical skills and knowledge necessary for them to meet their obligation as directors.

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Board members are encouraged to communicate with management, auditors and technical consultants to keep themselves current with industry trends and developments and changes in legislation with management’s assistance, to attend related industry seminars and conventions and to visit the Company’s operations. Board members have full access to the Company’s records.

Ethical Business Conduct

The Company does not currently have a formal code of business conduct or policy in place for its directors, officers, employees and consultants. The board believes that the Company’s size facilitates informal review of and discussions with employees and consultants to promote ethical business conduct.

The board of directors itself must comply with the conflict of interest provisions of the Canada Business Companys Act , as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transaction and agreements in respect of which a director or executive officer has a material interest.

Nomination of Directors

Currently the entire board performs the functions of a nominating committee of the Company with the responsibility for the recruitment and appointment of directors.

The board considers the advice and input from all directors regarding, inter alia, the appropriate size of board, the necessary qualifications and skills of the board as a whole and of each director individually, and the recommendation of new individuals willing to serve as directors who offer experience and expertise in an area of strategic interest to the Company as well as the ability to devote the time required.

Compensation

Given its relatively small size the entire board currently performs the functions of a Compensation Committee of the Company with the responsibility for reviewing the adequacy and form of compensation of directors and officers having regard to, among other things, the remuneration paid by other reporting issuers that the board feels are similarly placed within the same business of the Company.

Other Board Committees

The current operations of the Company do not support a large board and the board has determined that the current composition of the board is appropriate for the Company’s current stage of development. Given its relatively small size the entire board takes responsibility for the overall stewardship of the Company and accordingly, other than the Audit Committee, the Company does not have any other board committees.

Assessments

The board of the Company has not established any formal procedures for assessing the performance of the board or its committees and members. Generally, those responsibilities have been carried out on an informal basis by the board itself. Furthermore, it is the view of the board that, in light of its small size and the close and open relationship among its members, the formality of a committee would not be as effective as the current arrangement and is unnecessary.

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