NOMINATION AND COMPENSATION CHARTER

PURPOSE OF CHARTER

The Nomination & Compensation Committee ("the Committee") is a committee of the Sipa Resources Limited ("Sipa") Board ("the Board"). The Board recognizes that corporate performance is enhanced when there is a Board with the appropriate competencies to enable it to discharge its mandate effectively. The Committee’s primary functions are to:

1. Identify and evaluate the particular skills, experience and expertise that will best complement the Board’s effectiveness;
2. Review Board succession plans;
3. Evaluate the Board’s performance;
4. Make recommendations for the appointment and removal of directors to the Board;
5. Make recommendations to the Board on:

1. executive compensation and incentive policies;
2. the compensation packages of senior management;
3. the compensation framework for directors.

The Board will review this charter annually to ensure it remains consistent with the Board’s objectives and responsibilities.

COMPOSITION AND TERM

• The Committee shall consist a minimum of 2 directors, a majority independent.

• Appointment to the Committee will be for 1 year or as determined by the Board.

• A quorum shall be two members.

• The Chairman of the Committee will be the person appointed as Chairman of the Board. Should the Chairman be absent from a meeting, the members of the Committee present at the meeting shall choose one of the other members of the Committee to Chair that particular meeting.

• The Committee shall meet at least once a year.

NOMINATION RESPONSIBILITIES

The duties of the Committee in relation to nomination matters include:

• Determining the appropriate size and composition of the Board;

• Developing criteria for selection of candidates for the Board in the context of the Board’s existing composition and structure;

• Making recommendations to the Board on the appointment and removal of directors;

• Identifying, assessing, and enhancing director competencies;

• Developing a succession plan for the Board and regularly reviewing the plan;

• Reviewing the time required from a non-executive director and whether directors of the Board are meeting this requirement;

• Evaluating the performance of the Board and key executives;

COMPENSATION RESPONSIBILITIES

The duties of the Committee in relation to compensation matters include:

• Determining compensation policies and compensation of directors;

• Determining compensation and incentive policies packages of key executives;

• Professional indemnity and liability insurance for directors and senior management;

• Reviewing succession plans for senior management.

ACCESS

Each Director has the right to seek independent professional advice at the Company’s expense. However prior approval of the Chairman is required, which would not be unreasonably withheld.