Members:

• • Robin Woodbine-Parish
• • Oliver Vaughan

Role and Objectives:

The Audit Committee is a committee of the Board of Directors of Gulf International Minerals Ltd. established for the purpose of overseeing the accounting and financial reporting process of Gulf and external audits of the consolidated financial statements of Gulf. The Committee assists the Board in fulfilling its oversight responsibilities in relation to Gulf's internal accounting standards and practices, financial information, accounting systems and procedures, financial reporting and statements and the nature and scope of the annual external audit. The Committee also recommends for Board approval Gulf’s audited annual consolidated financial statements and other mandatory financial disclosure.

Gulf’s external auditor is accountable to the Board and the Committee. The Committee is directly responsible for overseeing the relationship with the external auditor. The Committee shall have such access to the external auditor as it considers necessary or desirable in order to perform its duties and responsibilities. The external auditor shall report directly to the Committee.

The objectives of the Committee are as follows:

1. To be satisfied with the credibility and integrity of financial reports;
2. to support the Board in meeting its oversight responsibilities in respect of the preparation and disclosure of financial reporting, including the consolidated financial statements of Gulf;
3. to facilitate communication between the Board and the external auditor and to receive all reports of the external auditor directly from the external auditor;
4. to be satisfied with the external auditor's independence and objectivity; and
5. to strengthen the role of independent directors by facilitating in-depth discussions between members of the Committee, management and Gulf’s external auditor.

Note: Please see the full public posting of full details of the composition and responsibilities of the Audit Commitee
on SEDAR.