1. Purpose
The Audit Committee (the "Committee") is a standing committee of the Board of Directors of NUE Power Corp (the "Company"). The Committee assists the Board in fulfilling its oversight responsibilities with respect to:
- The integrity of the Company's financial statements and financial reporting process
- The Company's compliance with legal and regulatory requirements related to financial reporting
- The independent auditor's qualifications, independence, and performance
- The performance of the Company's internal financial controls and risk management processes
2. Composition and Independence
2.1
The Committee shall consist of a minimum of three directors, a majority of whom must be independent of management.
2.2
All members of the Committee must be financially literate, meaning they have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.
2.3
At least one member of the Committee shall qualify as a financial expert as defined under applicable securities legislation.
3. Chair
The Board shall designate one member of the Committee as Chair. The Chair shall preside over Committee meetings and report to the Board following each Committee meeting.
4. Meetings
4.1
The Committee shall meet at least quarterly, and more frequently as circumstances require.
4.2
The Committee shall meet separately and periodically with management and the independent auditor.
4.3
A quorum for any meeting shall be a majority of the members of the Committee.
4.4
Minutes of all Committee meetings shall be kept and provided to the full Board.
5. Responsibilities and Duties
5.1 Financial Reporting
- Review the annual and interim financial statements before they are approved by the Board and filed with regulators
- Review the related management's discussion and analysis (MD&A) and earnings press releases
- Review significant accounting policies and any changes to those policies
- Review management's judgments, estimates, and assumptions that could be material to the financial statements
5.2 Internal Controls
- Review the adequacy and effectiveness of the Company's internal controls over financial reporting
- Review any significant deficiencies or material weaknesses in internal controls identified by management or the auditor
- Review management's plans for remediating any identified control deficiencies
5.3 Independent Auditor
- Recommend to the Board the appointment, reappointment, or removal of the independent auditor for shareholder approval
- Approve all audit and permitted non-audit services provided by the independent auditor and the fees for such services
- Review the independent auditor's annual audit plan, including scope, timing, and staffing
- Evaluate the performance and independence of the independent auditor annually
- Review and resolve disagreements between management and the independent auditor
5.4 Regulatory Compliance
- Review the Company's compliance with applicable laws and regulations related to financial reporting
- Review any correspondence with securities regulators
- Review the Whistleblower Policy and receive reports of any financial misconduct complaints
6. Authority
The Committee has the authority to:
- Engage and compensate independent advisors, including legal counsel and financial experts, at the Company's expense
- Conduct investigations into any matter within the Committee's mandate
- Communicate directly with the independent auditor, legal counsel, and any officer or employee of the Company
7. Reporting
After each Committee meeting, the Chair shall report to the Board on the Committee's activities, findings, and any recommendations. The Committee shall prepare any reports required by applicable securities law to be included in the Company's annual information form or management information circular.
8. Annual Review
The Committee shall annually review and assess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
9. Effective Date
This Charter was adopted by the Board of Directors on April 6, 2026.