Corporate governance

The following is in accordance with Form 58-101F1 of National Instrument 58-101 – Disclosure of Corporate Governance Practices which discusses the Company’s corporate governance practices as compared with such guidelines. Save as set out below, the Company complies with such guidelines.

Board of Directors

Three of the Board of Directors’ seven current directors are independent. Messrs. Liddell, Watson Mmela, and Kellerman are not independent, the former three being executive officers of the Company and the latter being a partner in a law firm providing services to the Company.

Except as disclosed in Platmin’s prospectus (PDF - 2.6MB), no director is currently a director of any other reporting issuer or public company in any other jurisdiction. The independent directors do not hold separate regularly scheduled meetings at which the non-independent director is not in attendance. As required, the independent directors ask that non-independent directors excuse themselves when appropriate.

Mr. Keith Liddell was appointed to the Board of Directors on March 29, 2006.

Board Mandate

The Board of Directors does not have a written mandate. The Board of Directors is responsible for the supervision of the management of the Company’s business and affairs. Under its governing statute, the Canada Business Corporation Act, the Board of Directors is required to carry out its duties with a view to the best interests of the Company. The Board of Directors recognize its mandate in the following areas: (a) reviewing the Company’s strategic and operating plans; (b) reviewing the Company’s exploration policy; (c) reviewing significant operational and financial matters; and (d) reviewing corporate objectives and goals applicable to the senior management personnel of the Company.

Committees

Audit Committee

The Audit Committee has been structured to comply with Canadian Multilateral Instrument 52-110-Audit Committees (‘‘MI 52–110’’). The audit committee is responsible for monitoring and assessing Platmin’s accounting and financial reporting practices, as well as the adequacy of its internal accounting systems, controls and procedures. In addition, the committee oversees the engagement and remuneration of Platmin’s external auditors and is responsible for liaising and reviewing accounting matters with such external auditors. The audit committee currently consists of three members: Rupert Pardoe (Chairman), Peter Ruxton and Ron Little, each of whom is independent of Platmin within the meaning of MI 52-110.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee is responsible for reviewing and making recommendations to the Board of Directors concerning the appointment, compensation, benefits and termination of officers and all other senior employees of the Company. This committee will also assess the effectiveness of the Board of Directors and will make recommendations concerning the composition and remuneration of the Board of Directors. In addition, the committee will review the composition and mandates of the other committees established by the Board of Directors and will also assess Platmin’s corporate governance practices. The Remuneration and Nomination Committee currently consists of three members: Rupert Pardoe (Chairman), Jay Kellerman and Peter Ruxton.

Health, Safety and Environmental Committee

The Health, Safety and Environmental Committee is responsible for reviewing and assessing the existing health, safety and environmental policies of Platmin, including their compliance with related legislation. The committee currently consists of three members: Keith Liddell, Ron Little and Jay Kellerman.

Independent Committee

The Board of Directors has also established a committee of independent members consisting of Rupert Pardoe (Chairman), Ian Watson and Ron Little.

Terms of reference

Terms of Reference of the Independent Committee