Aura minerals inc

AURA MINERALS INC.

AUDIT COMMITTEE CHARTER

1. PURPOSE
The Audit Committee (in this charter, the "Committee") shall assist the Board in its oversight of the financial reporting process, the independent external auditor, independent internal audit personnel, risk management and compliance with applicable laws, rules and regulations.
2. STRUCTURE AND OPERATIONS
The Committee shall be composed of not less than three directors, all of whom shall be independent and financially literate as defined in Multilateral Instrument 52-110, Audit Committees.
Members of the Committee shall be appointed or reappointed at the meeting of the Board, immediately following the AGM, and in the normal course of business will serve a minimum of three years. Each member shall continue to be a member of the Committee until a successor is appointed, unless the member resigns, is removed or ceases to be a director. The Board may fill a vacancy that occurs in the Committee at any time.
The Board or, in the event of its failure to do so, the members of the Committee, shall appoint or reappoint, at the meeting of the Board immediately following the AGM, a chairman among their number. The chairman shall not be a former officer of the Company and shall serve as a liaison between the Committee and Management.
Meetings of the Committee shall be held at least quarterly, provided that due notice is given and a quorum of the majority of the members is present. Where a meeting is not possible, resolutions in writing which are signed by all members of the Committee are as valid as if they had been passed at a duly held meeting. The frequency and nature of the meeting agendas are dependent upon business matters and affairs which the Company faces from time to time.
The Committee shall report to the Board on its activities after each of its meetings. In addition, it shall review and assess the adequacy of this charter annually and, where necessary, recommend changes to the Board for approval. The Committee shall undertake and review with the Board an annual performance evaluation of the Committee.
3. SPECIFIC DUTIES
Oversight of the External Auditor and Internal Audit Personnel

1. 
   Recommend to the Board the external auditor to be nominated and the compensation to be paid for preparing and issuing an auditor’s report or performing related work.
   

2. 
   Direct responsibility for overseeing the work of the external auditor (including resolution of disagreements between Management and the external auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The external auditor shall report directly to the Committee.
   

3. 
   Sole authority to pre-approve all audit services as well as non-audit services (including the fees, terms and conditions for the performance of such services) to be performed by the external auditor.
   

4. 
   Evaluate the qualifications, performance and independence of the external auditor, including (i) reviewing and evaluating the lead partner on the external auditor's engagement with the Company, and (ii) considering whether the auditor's quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor's independence.
   

5. 
   Receive the reports of the internal audit personnel and external auditors, review and assess the findings and the responses and actions taken or proposed by Management.
   

6. 
   Obtain and review a report from the external auditor at least annually regarding: the external auditor's internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more external audits carried out by the firm; any steps taken to deal with any such issues; and all relationships between the external auditor and the Company.
   

7. 
   Review and discuss with Management and the external auditor, prior to the annual audit, the scope, planning and staffing of the annual audit.
   

8. 
   Review and approve the rotation of the lead (or coordinating) audit partner having primary responsibility for the external audit activities and the audit partner responsible for reviewing the statutory audit as required by law.
   

9. 
   Review, as necessary, policies for the Company's hiring of partners and employees or former partners and employees of the external auditor.
   

10. 
    Ensure that the emphasis of the audits (external and internal) is placed on areas where the Committee, Management or the auditors believe special attention is warranted.
    

11. 
    Review the activities, organizational structure and effectiveness of the internal audit personnel.
    

12. 
    Review and approve the planned internal audit program prior to the beginning of each year.
    

13. 
    Act as a conduit whereby the internal audit personnel and external auditors can bring any concerns to the attention of the Board.
    

Financial Reporting

1. 
   Review and discuss with Management and the external auditor the annual audited financial statements and quarterly financial statements prior to publication.
   

2. 
   Review and discuss with Management the Company's annual and quarterly disclosures made in Management's Discussion and Analysis and earnings releases. The Committee shall approve any reports for inclusion in the Company's Annual Report, as required by applicable legislation.
   

3. 
   Review and discuss with Management, the internal audit personnel and the external auditor Management's report on its assessment of internal controls over financial reporting.
   

4. 
   Review and discuss with Management and the external auditor at least annually significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements, including any significant changes in the Company's selection or application of accounting principles, any major issues as to the adequacy of the Company's internal controls and any special steps adopted in light of material control deficiencies.
   

5. 
   Review and discuss with Management and the external auditor at least annually reports from the external auditors on: critical accounting policies and practices to be used; significant financial reporting issues, estimates and judgments made in connection with the preparation of the financial statements; alternative treatments of financial information within generally accepted accounting principles that have been discussed with Management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditor; and other material written communications between the external auditor and Management, such as any management letter or schedule of unadjusted differences.
   

6. 
   Discuss with the external auditor at least annually any "Management" or "internal control" letters issued or proposed to be issued by the external auditor to the Company.
   

7. 
   Review and discuss with Management, the internal audit personnel and the external auditor at least annually any significant changes to the Company's accounting principles and practices suggested by the external auditor, internal audit personnel or Management.
   

8. 
   When applicable, discuss with Management the Company's earnings press releases, including the use of "pro forma" or "adjusted" non-GAAP information, as well as financial information and earnings guidance (if any) provided to analysts and rating agencies.
   

9. 
   Review and discuss with Management and the external auditor at least annually the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company's financial statements.
   

10. 
    Review and discuss with the President and CEO,the Chief Financial Officer (“CFO”) and the internal audit personnel the procedures undertaken in connection with the CEO and CFO certifications for the annual filings with applicable securities regulatory authorities.
    

11. 
    Review disclosures made by the Company's President and CEO and CFO during their certification process for the annual filing with applicable securities regulatory authorities about any significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data or any material weaknesses in the internal controls, and any fraud involving Management or other employees who have a significant role in the Company's internal controls.
    

12. 
    Discuss with the Company's General Counsel at least annually any legal matters that may have a material impact on the financial statements, operations, assets or compliance policies and any material reports or inquiries received by the Company or any of its subsidiaries from regulators or governmental agencies.
    

Oversight of Risk Management

1. 
   Review and approve periodically the Company’s risk philosophy and risk management policies.
   

2. 
   Review with Management at least annually reports demonstrating compliance with risk management policies.
   

3. 
   Review with Management the quality and competence of Management appointed to administer risk management policies.
   

4. 
   Review reports from the external auditor at least annually relating to the adequacy of the Company's risk management practices together with Management's responses.
   

5. 
   Discuss with Management at least annually the Company's major financial risk exposures and the steps Management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies.
   

Oversight of Regulatory Compliance

1. 
   Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
   

2. 
   Discuss with Management and the external auditor at least annually any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Company's financial statements or accounting.
   

3. 
   Meet with the Company's regulators, according to applicable law.
   

4. 
   Exercise such other powers and perform such other duties and responsibilities as are incidental to the purposes, duties and responsibilities specified herein and as may from time to time be delegated to the Committee by the Board.
   

Retention and Funding of Independent Advisors
The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the external auditor for the purpose of issuing an audit report and performing related work. The Committee shall also have the authority to retain such other independent advisors as it may from time to time deem necessary or advisable for its purposes and the payment of compensation therefore shall also be funded by the Company.