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Safety, Sustainability and Technical Committee Charter

As adopted by the Board of Directors on October 29, 2020

I. Purpose

The main objective of the Safety, Sustainability and Technical Committee (the “Committee”) of the Board of Directors (the “Board”) of Pretivm is to assist the Board in fulfilling its oversight responsibilities with respect to:

  • health and safety, environmental, social, and security matters, including review of the Company’s policies, procedures and performance in such matters, as well as with respect to sustainability and community relations;
  • mining operations, including development, expansion and exploration; and
  • external reporting in relation to the foregoing matters.

II. Organization

The Committee shall consist of three or more directors as the Board may determine from time to time. The members of the Committee shall meet the independence, experience and other requirements under applicable securities laws and stock exchange rules, as determined by the Board. The determination of independence will be made by the Board in accordance with applicable securities laws and stock exchange rules. The Committee may form and delegate authority to subcommittees when appropriate.

The Committee, in carrying out its activities and discharging its duties shall be supported by a management coordinating officer (the “Coordinating Officer”), which shall be the Vice President and Chief Operating Officer of the Company (the “COO”) or another individual designated by the Chief Executive Officer of the Company (the “CEO”) from time to time.

III. Chair of the Committee

The Chair of the Committee is responsible for overseeing the Committee in its responsibilities. The Board, or if the Board fails to do so, the Committee members, must appoint a Chair from among the members of the Committee. If the Chair of the Committee is not present at any meeting of the Committee, an acting Chair for the meeting shall be chosen by majority vote of the Committee from among the members present.

The Chair’s duties and responsibilities include:

  1. providing leadership to enable the Committee to act effectively in carrying out its responsibilities;
  2. ensuring an effective relationship exists between management and members of the Committee through consultation with the CEO and the Coordinating Officer;
  3. presiding at each meeting of the Committee;
  4. working with the Coordinating Officer to set the frequency and length of each meeting, and reviewing and finalizing the agenda (as prepared by the Coordinating Officer) of items to be addressed at each meeting, in consultation with the Board Chair, the CEO, the Coordinating Officer and, to the extent that the COO is not the Coordinating Officer, the COO, and the other members of the Committee;
  5. ensuring that the agenda for each upcoming meeting of the Committee is circulated to each member of the Committee, as well as each other director, in advance of such meeting to allow for sufficient time for each member to prepare for the meeting;
  6. leading the Committee in discharging each of the tasks assigned to it under this Charter;
  7. reviewing the Committee’s annual work plan with the Board Chair, the CEO, the Coordinating Officer and, to the extent that the COO is not the Coordinating Officer, the COO; and
  8. ensuring there is proper flow of information to the Committee and reporting to the Board on the activities of the Committee following any meeting of the Committee.

IV. Meetings

The Committee shall meet as many times as the Committee deems necessary to carry out its duties effectively. A majority of the members of the Committee shall constitute a quorum and shall be empowered to act on behalf of the Committee. The Board Chair, the CEO, the COO and the Coordinating Officer may attend meetings of the Committee. Further, the Committee may invite other members of management, advisors and such other persons as it deems advisable to attend meetings. As part of its responsibility to foster open communication, the Committee will hold (i) executive sessions with the CEO but absent other management, and (ii) executive sessions with only independent directors, in each case as the Committee deems appropriate.

The Committee Chair will present the agenda for the Committee’s meetings and any member may suggest items for consideration. Briefing materials will be provided to the Committee as far in advance of meetings as practicable; generally, one week. Minutes will be recorded at each meeting and approved at the following Committee meeting.

V. AUTHORITY AND RESPONSIBILITIES

To fulfill its responsibilities with respect to safety, sustainability and technical matters, the Committee shall:

Health, Safety, Security, Environmental and Community
  1. Review and monitor the sustainability (including health, safety, security and environmental) policies, systems and activities of the Company on behalf of the Board and seek assurance that the Company is in compliance with applicable laws, regulations and the conditions of applicable permits and licenses;
  2. Review results of quarterly and special environmental, health and safety reports and audits conducted and prepared by management and outside advisors, as the case may be, to advise the Board whether the Company is taking all necessary action in respect of those matters;
  3. Review and assess the development and implementation of management’s plans to address emerging issues or other developments with respect to health, safety and security; and
  4. Review and monitor the development and implementation of environmental and community relations policies and activities of the Company to ensure compliance with applicable laws, the Company’s policies and emerging practices and developments as they relate to environmental and community relations issues.
Operational and Technical Matters
  1. Review the assumptions and methodology underpinning the Company’s mineral reserve and mineral resource estimates and satisfy itself that the judgement exercised in preparing such estimates was reasonable; and, if satisfactory, recommend approval of technical reports and annual mineral reserve and mineral resource estimates to the Board;
  2. Review operational and technical matters on behalf of the Board, and approve or advise the Board, as appropriate, on matters which include:
    1. production guidance (i.e., any forward-looking metal(s) production guidance) intended to be provided to analysts and the public;
    2. the annual budget and the life of mine plan for each operating mine;
    3. significant technical risks, mitigation strategies and opportunities associated with the Company’s mines and projects;
    4. exploration, geological, mining, metallurgical and other technical issues of significant concern; and
    5. technical merits associated with potential new projects or acquisitions;
  3. Review mining operations and production and oversee (i) performance of mining operations and production, (ii) development and expansion programs, including scheduling and capital cost requirements, and (iii) exploration programs and advise on business development opportunities, including through site visits (generally on an annual basis) as the Committee or individually;
  4. Periodically review the process for selection and appointment of the Company’s qualified person(s) as defined by applicable securities laws in respect of disclosure of scientific and technical information under applicable securities laws;
  5. Review and, as appropriate, comment on any reserves and resources data and information relating to the Company’s material properties to be publicly disclosed or included in its filings with securities regulatory authorities prior to making such disclosure or filing; and
  6. Review, assess and advise management on the Company’s practices and approach with respect to mineral reserves and resources assessments with regard to current or emerging industry practices.
Risk Management
  1. At the request of the Board, ensure that principle areas of sustainability (including operational, environmental, health and safety) risk and potential impacts are identified by management;
  2. Review the scope of potential liabilities in the areas of focus of the Committee and the adequacy of the systems that are in place to manage those liabilities;
  3. Review key policies, work plans and goals relating to this Charter, with particular focus on the assessment and mitigation of health, safety, security, environmental, climate change, social, geological, mining and other technical risks; and
  4. Monitor relevant regulatory changes, initiatives and trends that may affect the Company’s exploration, development, operating, closure and/or reclamation activities, or the Company’s mineral reserves or resources.
General
  1. Prepare any report as may be required under applicable securities laws, stock exchange rules and any other regulatory requirements.
  2. Review and assess the adequacy of this Charter annually and recommend to the Board any changes deemed appropriate by the Committee.
  3. Perform any other activities consistent with this Charter, the Company’s Articles and governing law, as the Committee or the Board deems necessary or appropriate.
  4. Review its own performance annually relative to the Committee’s purpose, duties and responsibilities outlined herein.
  5. Report regularly to the Board regarding the execution of the Committee’s duties, responsibilities and activities, as well as any issues encountered and related recommendations.

VI. RESOURCES

The Committee will be granted unrestricted access to all information regarding Pretivm that is necessary or desirable to fulfill its duties and responsibilities, and all directors, officers and employees will be directed to cooperate as requested by Committee members. The Committee has the authority to retain, at Pretivm’s expense, independent legal, financial and other advisors, consultants and experts, to assist the Committee in fulfilling its duties and responsibilities.