Audit Committee

The purpose of the Corporation's Audit Committee is to provide assistance to the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, internal control and legal compliance functions of the Corporation. It is the objective of the Audit Committee to maintain free and open communications among the Board, the independent auditors and the financial and senior management of the Corporation.

Mandate of the Audit Committee

Composition of the Audit Committee

The Audit Committee comprises Douglas Reeson (Chair), John Frostiak, Mel Leiderman and David Garofalo. Each member is financially literate as defined under Section 1.5 of National Instrument 52-110 Audit Committees ("NI 52-110"). All members are independent as such term is defined under Section 1.4 of NI 52-110.

Compensation, Corporate Governance & Nominating Committee

The Compensation, Corporate Governance & Nominating Committee of Colossus Minerals Inc. is a standing committee appointed by the Board of Directors. The Committee is responsible for overseeing and assessing the functioning of the Board and the committees of the Board; identifying, recruiting, nominating, endorsing, recommending the appointment of and orientation of new directors; and for the development, recommendation to the Board, implementation and assessment of effective compensation and governance principles.

The Committee’s responsibilities include assisting the Board in its oversight of director, officer and employee remuneration and compensation together with oversight of the evaluation of management of the Company. In addition, the Committee will review and/or approve any other matter specifically delegated to the Committee by the Board and undertake on behalf of the Board such other governance initiatives as may be necessary or desirable to enable the Board to provide effective governance for the Company and contribute to the success of the Company.

Mandate of the Compensation, Corporate Governance and Nominating Committee

Composition of the Compensation, Corporate Governance and Nominating Committee

The Corporate Governance and Compensation Committee comprises Douglas Reeson (Chair), John Frostiak, Mel Leiderman and John Turner. All members are independent as such term is defined under Section 1.4 of NI 52-110.

Health, Safety, Environmental & Community Committee

The purpose of the Health, Safety, Environmental & Community Committee of Colossus Minerals Inc. is to oversee the development and implementation of the Company’s health & safety, environmental and community policies and programs, to review the Company’s health & safety, community and environmental performance; to monitor current and future regulatory issues relating to health & safety, environmental and community matters, and to make recommendations to the Company’s board of directors where appropriate on significant matters pertaining to health & safety, the environment. The Committee comprises at least two independent directors.

Mandate of the Health, Safety, Environmental & Community Committee

Composition of the Health, Safety, Environmental & Community Committee

The Health, Safety, Environmental & Community Committee comprises John Frostiak (Chair) and Greg Hall.