Complaint Procedure

Corporate Governance

Demonstrating good corporate governance is an important priority for the directors and senior executives of Panoro. The Board of Directors has a Corporate Governance Committee, and the Company's general counsel actively participates in the Committee's efforts to ensure that our governance practices are up to date and meet the highest standards in Canada and abroad wherever we carry on business.

Procedures for Reporting Accounting, Internal Accounting Controls & Audit Related Complaints and Code of Ethics Matters

The Audit Committee of Panoro Minerals Ltd. has approved the following procedures for receipt of complaints regarding accounting and audit related matters along with Code of Ethics matters.

Employee Submissions

Panoro's Code of Ethics provides that employees can report their concerns via the Chief Executive Officer and Chief Financial Officer. Employees may also report any concerns regarding accounting, internal accounting controls or audit related matters directly to the Chairman of the Audit Committee.

Submissions by Non-Employees

Anyone may report a complaint regarding accounting or audit related matters in writing to the Chief Executive Officer or Chief Financial Officer. Alternatively, non-employees may report concerns directly to the Chairman of the Audit Committee.

Submissions by Suppliers and Customers

Suppliers and customers who wish to report a complaint about any matter related to Panoro's marketing or purchasing activities may do so via email directly to the Chief Executive Officer and Chief Financial Officer of Panoro Minerals Ltd.

Submissions can be made via e-mail to Emails sent to this address will be forwarded simultaneously to the Chief Executive Officer, Chief Financial Officer and the Audit Committee Chairman.

Alternatively, an e-mail can be sent to:

Luquman A. ShaheenChief Executive
William J. BodenChairman of the Audit

Alternatively if the complaint is sensitive in nature, it can be made in writing directly to Panoro's Legal Counsel below:

Panoro Minerals Ltd.
C/O Harper Grey LLP
Suite 3200
650 W. Georgia Street
Vancouver, BC V6B 4P7 Canada
Phone (604) 687-0411
Attn: Victor P. Hardwardt

Legal Counsel will take the appropriate action.

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All Rights Reserved.