Charter of the Technical Committee of the Board of Directors

1. Constitution
The Technical Committee (the “Committee), which is a committee of the Board of Directors (the “Board”) of Mukuba Resources Limited (the “Corporation”), has been formed to provide a platform for the Chief Executive Officer to discuss the Corporation’s technical strategy, related performance targets and its operational results and projects. The Committee will keep the Board informed of developments, progress and challenges facing the Corporation in terms of its technical operations.

2. Responsibilities and Duties
Technical Matters

The responsibilities and duties of the Committee with respect to technical matters shall be as follows:

• Consider and review the Corporation’s technical strategy, performance targets and exploration and/or mining projects; and

• Report to the Board on the developments, progress and challenges facing the Corporation’s exploration and/or mining projects as necessary or desirable.

Environmental Risk

The Committee’s responsibilities with respect to environmental matters shall include:

(a) reviewing and making recommendations, as appropriate, in regard to the Corporation’s environmental management program, including corporate environmental policies and procedures;

(b) reviewing and making recommendations, as appropriate, in regard to environmental compliance issues, if any;

(c) satisfying itself that management of the Corporation monitors trends and reviews current and emerging issues in the environmental field, and evaluates their impact on the Corporation;

(d) reviewing incident reports to:

(i) assess whether environmental management procedures were effective in such incidents, and to make recommendations for improvement, where appropriate; and

(ii) determine if such incidents are of significance to report to the Board; and

(e) reviewing the scope of potential environmental liabilities and the adequacy of the environmental management system to manage these liabilities.

In all cases, the Committee will make recommendations, where appropriate, to the management of the Corporation and/or to the Board.

Health and Safety

The Committee’s responsibilities with respect to health and safety matters shall include:

(a) reviewing and making recommendations, as appropriate, in regard to the Corporation’s health and safety program, including corporate occupational health and safety policies and procedures;

(b) reviewing and making recommendations, as appropriate, in regard to health and safety compliance issues, if any;

(c) satisfying itself that management of the Corporation monitors trends and reviews current and emerging issues in the health and safety field and evaluates the impact on the Corporation; and

(d) reviewing the Corporation’s health and safety performance to:

(i) assess the effectiveness of health and safety program and to make recommendations for improvement, where appropriate; and

(ii) determine if any health and safety issues that may be identified as a result of such review are of significance to report to the Board.

In all cases, the Committee will make recommendations, where appropriate, to the management of the Corporation and/or to the Board.

Technical and Risk Matters

The Committee’s responsibilities with respect to the technical and risk matters shall include:

(a) Reviewing, explaining and making recommendations, as appropriate, in regard to the Corporation’s geology technical program;

(b) reviewing and making recommendations, as appropriate, in regard to identification and management of key risk issues to the Corporation; and

(c) satisfying itself that management of the Corporation monitors trends and reviews current and emerging issues and evaluates the impact on the Corporation.

In all cases, the Committee will make recommendations, where appropriate, to the management of the Corporation and/or to the Board.

3. Powers
The Committee shall have unrestricted access to all information, including records, property and personnel of the Corporation and shall be provided with adequate resources in order to fulfil its responsibilities.

The Committee is authorised by the Board to:

• Seek outside legal or other independent professional advice at the Corporation’s expense;

• Secure the attendance of third parties with the relevant experience and expertise where necessary at the Corporation’s expense; and

• Seek any information it requires from any employee, and all employees are required to co-operate with any requests made by the Committee.

4. Membership
Composition
The Committee shall be appointed by the Board and shall comply with the following membership composition guidelines:

• The Committee shall consist of at least two non-executive directors; and

• At least one of the two non-executive directors shall be independent.

Member skills and training
Every member should have experience in some area pertinent to the business of the Committee, and all members should be familiar with the Corporation’s industry.

5. Meetings

Frequency
The Committee shall meet a minimum of two times per year. The Committee, at its discretion, may change this requirement, depending on the circumstances.

Agenda

The Chief Executive Officer, in consultation with the Chairman of the Committee, shall create an agenda for each meeting, which shall be circulated to the members of the Committee at least 3 days prior to each meeting.

Minutes
The Committee Chair shall be responsible for producing minutes of all meetings. The minutes of the Committee meetings shall be circulated to all members of the Committee and other relevant personnel as directed by the Committee.

Quorum
At least two independent, non-executive members must attend each meeting to constitute a quorum.

Attendance
The Chief Executive Officer shall be invited to attend all meetings. The Committee Chair and/or the Chief Executive Officer may invite any other relevant person to attend Committee meetings.

6. Remuneration
Having regard for the duties performed by the members of this Committee in addition to their other functions as directors, members of the Committee shall be paid such additional remuneration in respect of their appointment on this Committee as shall be fixed by the Board.

General
The Committee members are obliged to disclose any interests they have within or outside the Corporation that might interfere or conflict with the performance of their duties.

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Charter of the Technical Committee of the Board of Directors