Compensation Committee Charter

1. Purpose

The Compensation Committee (the "Committee") assists the Board of Directors in fulfilling its responsibilities relating to the compensation of the Company's directors, executive officers, and other key personnel. The Committee ensures that the Company's compensation programs are competitive, aligned with the long-term interests of shareholders, and consistent with the Company's strategy.

2. Composition

The Committee shall consist of at least two directors. A majority of the Committee members shall be independent directors. The Board shall designate a Chair of the Committee.

3. Meetings

The Committee shall meet at least twice per year and at such other times as the Chair deems appropriate. A quorum shall consist of a majority of the members.

4. Responsibilities

• Review and recommend to the Board the compensation of the Chief Executive Officer and other executive officers
• Evaluate CEO and executive performance relative to established objectives
• Review and administer the Company's equity incentive plans, including the granting of stock options under the Company's Stock Option Plan
• Review director compensation and recommend changes to the Board as appropriate
• Review and approve employment agreements, severance arrangements, and change-of-control provisions for executive officers
• Review the Company's overall compensation philosophy and ensure it is aligned with shareholder interests
• Assess risks arising from the Company's compensation policies and practices
• Prepare compensation disclosure required in the Company's management information circular

5. Authority

The Committee may retain independent compensation advisors, legal counsel, or other experts at the Company's expense. The Committee shall have direct access to management and may require reports from any officer of the Company.