The Board of Directors of Mayo Gold Explorations Corporation (the “Company”), upon the recommendation of its Corporate Governance and Nominating Committee, has developed these Corporate Governance Guidelines to promote the effective functioning of the Board and its committees and to set forth a common set of expectations as to how the Board should manage its affairs and perform its responsibilities.

Index

• Board Composition and selection
  • Board Size
  • Selection of New Directors
  • Director Orientation
• Functioning of the Board
  • Number and Schedule of Meetings
  • Agenda
  • Distribution of Materials
  • Attendance
  • Executive Meetings
  • Lead Director
  • Access to Management and Advisors
• Board Lidership
• Director Responsibilities
  • Management Oversight
  • Duties
  • Share Ownership
  • Contact with Analysts, Investors and the Media
  • Conducts and Ethics Standard for directors
• Committees of the Board
• Compensation
• Term Limits
• Retirement
• Serving on Other Boards
• Management Evaluation and Succession
• Performance Evaluations
• Review of Guidelines
• Amendment, Modification and Waiver

Board Composition and Selection

Board Size

The Articles of the Company provide for a minimum of 2 and a maximum of 10 directors. The specific number of directors will be determined from time to time by the Board of Directors, following a recommendation by the Corporate Governance and Nominating Committee.

Selection of New Directors

Directors are elected annually by the Company’s shareholders. The Board may fill vacancies in existing or new director positions to the extent permitted by the applicable law. Directors so appointed by the Board will serve only until the next annual meeting unless elected by the shareholders at that time. Nominees for membership on the Board will be recommended to the Board by the Corporate Governance and Nominating Committee. The Board will then recommend the nominees to the shareholders, for the election at the annual meeting. In selecting nominees as new directors, the Corporate Governance and Nominating Committee will assess the ability to contribute to the effective management of the Company, taking into account the needs of the Company and the individual’s background, experience, perspective, skills and knowledge that are appropriate and beneficial to the Company.

Director Orientation

Management of the Company, working with the Corporate Governance and Nominating Committee will provide an orientation process for new directors, including providing background materials on the Company and its business. As appropriate, management will prepare additional educational sessions for directors on matters relevant to the Company and its business. Directors are also encouraged to take advantage of other available educational opportunities that would further their understanding of the Company’s business and enhance their performance on the Board.

Functioning of the Board

Number and Schedule of Meetings

The Board will hold a minimum of six regularly scheduled meetings per year. Prior to the end of each year, the Secretary will propose a schedule of Board meetings for the following calendar year to be submitted to the Board’s consideration. Additional meetings may be held from time to time as necessary or appropriate.

Agenda

The President and the Vice President of Exploration will establish the agenda for each regularly scheduled Board meeting, giving consideration to any suggestions. Any director may suggest agenda items and may raise other matters considered worthy of discussion at the meetings.

Distribution of Materials

The agenda and the related information and data that are important for the Board’s understanding of the business to be discussed at each regularly scheduled meeting and, where feasible, each special meeting, will be distributed sufficiently in advance of the meeting to provide a reasonable opportunity for review, except when such material is too sensitive to be put in writing.

Attendance

Directors should make reasonable efforts to attend all meetings of the Board of Directors and of all Board committees on which they serve. To prepare for meetings, directors should review the materials distributed in advance of those meetings. Although the Board recognizes that, occasionally, circumstances may prevent directors from attending meetings, directors are expected to ensure that other commitments do not materially interfere with the performance of their duties. Subject to extenuating circumstances (such as illness, for example), directors are expected to attend a minimum of 66% of regularly scheduled Board and committee meetings. Directors should also make reasonable efforts to attend the Company’s annual meeting of shareholders.

Executive Meetings

The Company’s Board of Directors will schedule regular executive meeting at which the non-management directors (i.e. directors who are not Company officers) meet without management participation. In addition, the independent directors of the Company will meet periodically (at least once a year) in the absence of any non-independent directors. The Lead Director will preside each executive meeting and each meeting of the independent directors.

Lead Director

The independent directors will elect one of the independent directors to serve as the Lead Director. The Lead Director will preside each executive meeting of the Board and each meeting of independent directors and will carry out such other duties as the Board may determine. The Board of Directors will establish methods by which interested parties may communicate directly with the Lead Director and cause such methods to be disclosed.

Access to Management and Advisors

The Company will provide directors with complete access to Company  management. The Board of Directors and Board committees, to the extent set forth in the applicable committee charter, have the right to consult and retain independent legal and other advisors at the expense of the Company. Directors are entitled to reasonably rely on advice from outside advisors such as lawyers, accountants, engineers or other persons whose profession provides credibility to a statement by such person. Directors should assess the qualifications of any such advisors and the processes such advisors use to reach their decisions and recommendations.

Board Leadership

The Board of Directors reserves the right to determine, from time to time, how to configure the leadership of the Board and the Company in the way that best serves the Company.

Director Responsibilities

Management Oversight

The Board is responsible for overseeing Company management and determining the Company’s strategy. Management is responsible for the Company’s day-to-day operations, for proposing its strategic direction and submitting budgets and business plans to the Board of Directors for approval.

Duties

Directors should exercise their business judgment to act in what they reasonably believe to be in the best interest of the Company in a manner consistent with their fiduciary duties. In particular, directors are required to act honestly and in good faith, considering the Company’s best interest and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Share Ownership

The Board believes that directors should be shareholders and have financial stakes in the Company. The Board has established minimum share ownership standards for directors and will review such standards from time to time. Such minimum share ownership requirements will be disclosed annually in the Company’s management information and proxy circular.

Contact with Analysts, Investors and the Media

The Company’s Disclosure Policy provides that directors, officers and employees who are not authorized spokespersons must not communicate information regarding the Company to the investment community, the media or others, unless specifically requested to do so by an authorized spokesperson. Directors receiving inquiries from analysts, investors, the media or others should refer them to the President or other authorized spokesperson identified in the Company’s Disclosure Policy.

Conduct and Ethics Standards for Directors

The Company has adopted a Code of Business Conduct and Ethics. Directors are required to comply with such Code.

Committees of the Board

The Board may establish such committees as it deems appropriate and delegate to such committees the authority permitted by applicable laws and Company bylaws, as the Board sees fit. The committees will operate in accordance with applicable law, their respective mandates as adopted and amended from time to time by the Board, and the applicable rules of securities regulatory authorities and stock exchanges.

A majority of the members of each, the Audit Committee and the Compensation Committee, shall be directors whom the Board has determined are “independent”, taking into account applicable rules and regulations of securities regulatory authorities and/or stock exchanges. It is the Board’s intention that such committees comprise solely independent directors at the time of the closing  of the Company’s 2005 annual shareholders meeting, and will continue to comprise entirely independent directors after such time.

Each of the Audit Committee and the Compensation Committee will hold periodic in camera meetings during which the members of the committee will meet in the absence of members of the Company’s management.

Compensation

The Compensation Committee will make recommendations to the full Board of Directors as to the form and amount of director compensations, including cash, equity-based awards and other director compensations. The Company recognizes that it is important to set director compensations at an appropriate level, so that director independence is not compromised. Directors’ compensations will be determined based on this principle, taking into account market practices for comparable companies, and will reflect an appropriate balance between cash and equity.

Term Limits

The Board believes that there is value in maintaining the continuity of directors who have experience with the Company. Accordingly, the number of terms for which a director may hold office is not limited.

Retirement

Individuals may serve as directors of the Company until the age of 65. Except as provided below, directors shall retire at the Company’s next annual shareholders’ meeting following such director’s 65th birthday. In recognition of the value of maintaining the continuity of directors having experience with the Company, directors holding office on July 12, 2006 shall be exempt from such retirement policy.

Directors will be required to tender a proposed letter of resignation from the Board upon the occurrence of any of the following events: the director’s main occupation or business associations change materially; a change in the director’s country of residence; failure to attend at least 66% of regularly scheduled Board and committee meetings during the preceding calendar year; or any other change occurs in the personal or professional circumstances of the director that might reasonably be perceived as adversely affecting the director’s ability to effectively serve as a director of the Company. Under such circumstances, the Compensation Committee will review the director’s continuation on the Board and make a recommendation to the Board as to whether the Board should accept the director’s resignation or request that the director continue to serve.

Serving on Other Boards

The Board does not believe that its members should be prohibited from serving on boards and/or committees of other organizations and, accordingly, has not adopted any guidelines limiting such activities. The number of other boards and/or committees that a director sits on will be left to the discretion of the individual director. However, directors should recognize that board and committee service requires significant time and attention in order to properly discharge responsibilities.

If a member of the Company’s Audit Committee simultaneously serves on the audit committees of more than three public companies, the Board, will consider the matter and determine whether such simultaneous service may impair the ability of such member to serve on the Company’s Audit Committee.

Management Evaluation and Succession

The Compensation Committee is responsible for conducting an annual review of the performance and compensation of the President and reporting to the Board of Directors in connection with such performance and compensation.

The Compensation Committee is responsible for reviewing and making recommendations to the Board, as appropriate, in connection with the Company’s succession planning with respect to the President and other senior executive officers.

Performance Evaluation

The Corporate Governance and Nominating Committee will conduct an annual evaluation to determine whether the Board and its committees are functioning effectively and will report its findings and make any appropriate recommendations to the full Board. The Board will discuss the evaluation to determine what, if any, action could improve Board and Board committee performance.

Review of Guidelines

The Board of Directors, as appropriate, shall review these Corporate Governance Guidelines on an annual basis to determine whether any changes are appropriate.

Amendment, Modification and Waiver

These Guidelines may be amended, modified or waived by the Board of Directors and waivers of these Guidelines may also be granted by the Corporate Governance and Nominating Committee.