I. NOMINATING COMMITTEE PURPOSE

The Nominating Committee (the "Committee") of the Corporation will act on behalf of and subject to the direction of the Board of Directors (the "Board") of the Corporation in all matters pertaining: (i) to the nomination of Directors of the Corporation and any other business entity controlled in fact by the Corporation (each an "affiliate"); and (ii) to the structure of the Board and the various Board committees.

II. NOMINATING COMMITTEE COMPOSITION

At the first meeting of the Board after the annual meeting of the shareholders of the Corporation, the Board will appoint no fewer than three Directors to the Committee, each of whom must be independent. The Committee shall designate the Chair of the Committee annually from amongst its members.

Any member of the Committee may be removed and replaced at any time by the Board and will automatically cease to be a member of the Committee as soon as such member ceases to be a Director. The Board may fill vacancies in the Committee by election from among the members of the Board. If and whenever a vacancy exists on the Committee, the remaining members may exercise all its powers so long as a quorum remains in office.

Subject to the paragraph above, each member of the Committee will hold office until the next annual meeting of shareholders of the Corporation after his or her election.

III. RELIANCE ON EXPERTS

The Committee shall have the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set and pay the compensation for any advisors engaged by it. In so doing, each member of the Committee shall be entitled to rely in good faith upon any report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by any such person.

IV. REMUNERATION

The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may from time to time determine.

V. LIMITATIONS ON NOMINATING COMMITTEE'S DUTIES

In contributing to the Committee’s discharging of its duties under this Charter, each member of the Committee shall be obliged only to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Nothing in this Charter is intended, or may be construed, to impose on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all Board members are subject.

VI. MEETINGS & OPERATING PROCEDURES

• The Committee will meet as many times as is necessary to carry out its responsibilities. The meetings shall be at times and places to be determined by the Committee.

• A quorum shall be a majority of the members.

• In the absence of the Chair of the Committee, the members shall appoint an acting Chair.

• The Committee will keep regular minutes of its proceedings and will report to the Board at each Board meeting.

• A copy of the minutes of each meeting of the Committee shall be provided to each member of the Committee and to each Director in a timely fashion.

• The Chair of the Committee shall prepare and/or approve an agenda in advance of each meeting.

• The Committee will have the right to invite any person to attend meetings of the Committee.

• The Committee will have the right to require the attendance of any member of management of the Corporation at meetings of the Committee.

• The Committee will be permitted access to all records and corporate information that it determines to be required in order to perform its duties.

• The Committee may hold its meetings together with the meeting of any other Board committee.

VII. NOMINATING COMMITTEE RESPONSIBILITIES AND DUTIES

The Committee shall (in all cases in respect of the Corporation and its affiliates, and with the assistance of consultants as required):

• Identify individuals qualified to become new Board members and recommend to the Board the new Director nominees for the next annual meeting of shareholders.

• In making its recommendations, the Committee should consider:

1. the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess;

2. the competencies and skills that the Board considers each existing Director to possess; and

3. the competencies and skills each new nominee will bring to the boardroom.

• Assume responsibility for nominating matters, including identifying and reporting to the Board with respect to appropriate candidates for nomination to the Board, recognizing that:

1. Board composition must comply with the requirements of all applicable stock exchanges and securities commissions and any other agencies having jurisdiction, and the Board should annually disclose whether it complies with these requirements and provide an analysis of the relevant principles of the applicable stock exchanges and securities commissions in support of this conclusion;

2. the full Board should engage in a disciplined process to determine, in light of the opportunities and risks facing the Corporation, what competencies, skills and personal qualities it should seek in new Board members in order to add value to the Corporation, and the results of such discussion should provide a framework for the Committee in developing a list of candidates;

3. the Committee should actively look beyond traditional sources in seeking out men and women with the right mix of experience and competencies to serve as Directors; and

4. the Committee should ensure that prospective candidates fully understand the role of the Board and the contribution they are expected to make, including in particular the commitment of time and energy that the Corporation expects of its Directors.

For greater certainty, if at any time the Corporation is legally required by contract or otherwise to provide third parties with the right to nominate Directors, the selection and nomination of those Directors need not involve the approval of the Committee.